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

                                    Form 13F

                               Form 13F COVER PAGE


Report for the Calendar Year or Quarter Ended:            December 31, 2008

Check here if Amendment   [_];   Amendment Number:
          This Amendment  (Check only one.):    [_]  is a restatement
                                                [_]  adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:           Lehman Brothers Holdings Inc.
Address:        1271 Avenue of the Americas
                New York, New York 10020

Form 13F File Number: 28-3182

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained is true, correct and complete, and
that it is understood that all required items, statements, schedules, lists, and
tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:           David J. Coles
Title:          Chief Financial Officer
Phone:          646 333-8174

Signature, Place and Date of Signing:


/s/  David J. Coles
- -------------------
New York, NY
February 13, 2009

      NOTE (Pursuant to Special Instruction 5): Lehman Brothers Holdings Inc.
      ("LBHI") and Lehman Brothers Incorporated ("LBI") (together, the
      "Managers") are unable to provide the information required on this Form
      13F. On September 15, 2008 LBHI, and at later dates a number of its
      affiliates, filed voluntary petitions for relief under Chapter 11 of the
      United States Code (the "Bankruptcy Code") in the United States Bankruptcy
      Court for the Southern District of New York (the "Bankruptcy Court") in a
      jointly administered proceeding captioned In re Lehman Brothers Holdings
      Inc., et. al. under Case No. 08-13555. On September 19, 2008, the
      Securities Investor Protection Corporation under the Securities Investor
      Protection Act of 1970, as amended ("SIPA") commenced a proceeding against
      LBI in the United States District Court for the Southern District of New
      York (the "District Court") in the case captioned Securities Investors
      Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-8119
      (GEL). On September 19, 2008, the District Court entered the Order
      Commencing Liquidation (the "LBI Liquidation Order") pursuant to the
      provisions of SIPA. The LBI Liquidation Order provided, among other
      things, the appointment of James W. Giddens as trustee for the SIPA
      liquidation of LBI and removed the proceeding to the Bankruptcy Court




      under Case No. 08-1420 (JMP) SIPA. For purposes of this filing and despite
      LBI's SIPA proceeding, the Managers are treating LBI as an Included
      Manager.

      The Managers are unable to provide the information required on this Form
      13F primarily due to (1) the commencement of various administrative or
      civil rehabilitation proceedings of subsidiaries comprising significant
      parts of LBHI's European and Asian businesses, which have resulted in
      significant portions of the Managers' securities trading records and
      systems being unavailable to, and non-accessible by, the Managers, and (2)
      the sale since September 15, 2008 of significant businesses comprising the
      Managers' historical business (the "Sale"). As a result of the Sale, and
      actions taken by certain creditors with respect to Section 13(f)
      Securities that had been pledged by the Managers, or their affiliates, as
      collateral to those creditors, the Managers cannot compile an accurate
      accounting of Section 13(f) Securities held. The Managers are currently
      engaged in an expensive and time consuming process to reconcile
      discrepancies in information the Managers have with respect to Section
      13(f) Securities. Even with continued significant efforts and expense, the
      Managers may not be able to provide a record of Section 13(f) Securities
      held.

Report Type (Check only one.):

[X]   13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
      are reported in this report.)

[_]   13F NOTICE. (Check here if no holdings reported are in this report, and
      all holdings are reported by another reporting manager(s).)

[_]   13F COMBINATION REPORT. (Check here if a portion of the holdings for this
      reporting manager are reported in this report and a portion are reported
      by other reporting manager(s).)

                              FORM 13F SUMMARY PAGE

Report Summary:

         Number of Other Included Managers:                            1

         Form 13F Information Table Entry Total:                     N/A

         Form 13F Information Table Value Total                      N/A

List of Other Included Managers:

      Provide a numbered list of the name(s) and Form 13F file number(s) of all
      institutional investment managers with respect to which this report is
      filed, other than the manager filing this report.


        No.         Form 13F File Number      Name

        1           28-1159                   Lehman Brothers Inc.