SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREGORY JOSEPH M

(Last)

(First)

(Middle)

LEHMAN BROTHERS

745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEHMAN BROTHERS HOLDINGS INC [ LEH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2004		M		300,000	A	$31.625	656,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		3,000	D	$71.2	653,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		2,000	D	$71.17	651,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		3,000	D	$71.15	648,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		3,000	D	$71.13	645,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		2,000	D	$71.12	643,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		7,500	D	$71.1	635,806.3394⁽¹⁾	D
Common Stock	08/11/2004		S		8,200	D	$71.09	627,606.3394⁽¹⁾	D
Common Stock	08/11/2004		S		7,700	D	$71.08	619,906.3394⁽¹⁾	D
Common Stock	08/11/2004		S		10,700	D	$71.07	609,206.3394⁽¹⁾	D
Common Stock	08/11/2004		S		5,200	D	$71.06	604,006.3394⁽¹⁾	D
Common Stock	08/11/2004		S		26,300	D	$71.05	577,706.3394⁽¹⁾	D
Common Stock	08/11/2004		S		4,500	D	$71.04	573,206.3394⁽¹⁾	D
Common Stock	08/11/2004		S		7,800	D	$71.03	565,406.3394⁽¹⁾	D
Common Stock	08/11/2004		S		500	D	$71.02	564,906.3394⁽¹⁾	D
Common Stock	08/11/2004		S		2,000	D	$71.01	562,906.3394⁽¹⁾	D
Common Stock	08/11/2004		S		42,100	D	$71	520,806.3394⁽¹⁾	D
Common Stock	08/11/2004		S		3,100	D	$70.79	517,706.3394⁽¹⁾	D
Common Stock	08/11/2004		S		4,600	D	$70.78	513,106.3394⁽¹⁾	D
Common Stock	08/11/2004		S		500	D	$70.77	512,606.3394⁽¹⁾	D
Common Stock	08/11/2004		S		1,000	D	$70.76	511,606.3394⁽¹⁾	D
Common Stock	08/11/2004		S		14,200	D	$70.75	497,406.3394⁽¹⁾	D
Common Stock	08/11/2004		S		200	D	$70.74	497,206.3394⁽¹⁾	D
Common Stock	08/11/2004		S		400	D	$70.72	496,806.3394⁽¹⁾	D
Common Stock	08/11/2004		S		700	D	$70.71	496,106.3394⁽¹⁾	D
Common Stock	08/11/2004		S		400	D	$70.7	495,706.3394⁽¹⁾	D
Common Stock	08/11/2004		S		200	D	$70.69	495,506.3394⁽¹⁾	D
Common Stock	08/11/2004		S		200	D	$70.68	495,306.3394⁽¹⁾	D
Common Stock	08/11/2004		S		700	D	$70.67	494,606.3394⁽¹⁾	D
Common Stock	08/11/2004		S		900	D	$70.66	493,706.3394⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
February 2000 Options⁽³⁾	$31.625	08/11/2004		M			300,000	⁽⁴⁾	02/17/2005	Common Stock	300,000	$0	0	D
December 2000 Options⁽⁵⁾	$51.125	08/11/2004		M			233,333	⁽⁶⁾	11/30/2005	Common Stock	233,333	$0	116,667	D

Explanation of Responses:

1. Includes shares held in various benefit plans.

3. Formerly titled "2000 MOP96 Option-February 2000."

4. Exercisable as of August 18, 2004, provided that the options became exercisable sooner in one-third increments when the market price of the Issuer's Common Stock equaled or exceeded certain thresholds for certain periods. Such price targets were met during the fiscal year ended November 30, 2000.

5. Formerly titled "2000 MOP96 Option- December 2000."

6. Exercisable as of June 1, 2005 provided that the options become exercisable sooner, to no earlier than December 1, 2003, in one-third increments when the market price of the Issuer's Common Stock equals or exceeds certain thresholds for certain periods.

	Jeffrey A. Welikson, Attorney-in-fact	08/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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