SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lowitt Ian T

(Last)

(First)

(Middle)

LEHMAN BROTHERS

745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-CAO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2001 December Options	⁽¹⁾	11/29/2011	Common Stock	17,400	$31.7	D
2001 Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	28,103	$0	D
2001 September Options	⁽³⁾	11/29/2011	Common Stock	22,680	$23.32	D
2002 December Options	⁽⁴⁾	11/29/2012	Common Stock	16,828	$27.21	D
2002 Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	11,063	$0	D
2003 December Options	⁽⁶⁾	11/29/2013	Common Stock	17,994	$35.695	D
2003 Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	21,465	$0	D
2004 Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	30,707	$0	D
2005 Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	27,357	$0	D

Explanation of Responses:

1. 35% of the 2001 December Options became exercisable beginning November 30, 2004 and have been exercised, and 65% become exercisable beginning November 30, 2006.

2. 35% of the 2001 Restricted Stock Units vest on November 30, 2004 and 65% vest on November 30, 2006; all such RSUs convert to Common Stock on November 30, 2006.

3. 35% of the 2001 September Options became exercisable beginning November 30, 2004 and have been exercised, and 65% become exercisable beginning November 30, 2006.

4. 75% of the 2002 December Options became exercisable beginning November 30, 2004 and have been exercised, and 25% become exercisable beginning November 30, 2007.

5. 35% of the 2002 Restricted Stock Units vest on November 30, 2005 and 65% vest on November 30, 2007; all such RSUs convert to Common Stock on November 30, 2007.

6. 35% of the 2003 December Options become exercisable beginning November 30, 2006, and 65% become exercisable beginning November 30, 2008.

7. 35% of the 2003 Restricted Stock Units vest on November 30, 2006 and 65% vest on November 30, 2008; all such RSUs convert to Common Stock on November 30, 2008.

8. 35% of the 2004 Restricted Stock Units vest on November 30, 2007 and 65% vest on November 30, 2009; all such RSUs convert to Common Stock on or about November 30, 2009.

9. 35% of the 2005 Restricted Stock Units vest on November 30, 2008 and 65% vest on November 30, 2010; all such RSUs convert to Common Stock on or about November 30, 2010.

	Jeffrey A. Welikson, Attorney-in-fact	11/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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