Filed Pursuant to Rule 424(b)(5)
                                                Registration File No.: 333-61878

PROSPECTUS SUPPLEMENT
(To prospectus dated June 21, 2001)

                                   $4,000,000

                          LEHMAN BROTHERS HOLDINGS INC.
                THE DOW JONES GLOBAL TITANS 50 INDEX(SM) SUNS(R)
              STOCK UPSIDE NOTE SECURITIES (R) DUE FEBRUARY 9, 2010

                               ------------------

General:

o    Senior unsecured debt securities of Lehman Brothers Holdings.

o    Performance linked to the Dow Jones Global Titans 50 Index, as calculated
     by Dow Jones & Company, Inc.

o    Denominations: $1,000 and whole multiples of $1,000.

o    Stated maturity date: February 9, 2010, subject to postponement if a market
     disruption event occurs.

o    Valuation date: February 4, 2010, subject to postponement if a market
     disruption event occurs.

o    Participation rate: 128%

o    The notes have been approved for listing on the American Stock Exchange
     under the trading symbol "PSZ.F".

Payments:

o    No interest or other payments prior to maturity.

o    On the stated maturity date, Lehman Brothers Holdings will pay to you, per
     $1,000 note, the greater of:

(1)  $1,000; and

(2)  the alternative redemption amount.

The alternative redemption amount per $1,000 note will be equal to



                                   average closing index level - initial index level
$1,000 + ($1,000 x participation x ------------------------------------------------- )
                       rate                          initial index level


The initial index level is 193.81, the closing index level on the date of this
prospectus supplement.

The average closing index level will be the arithmetic average of the closing
index level on five annual dates, which shall be February 4 of each year, from
and including February 4, 2006 to and including the valuation date, which will
be three business days before the stated maturity date. The closing index level
on any particular day will generally be the index level of the Dow Jones Global
Titans 50 Index on such day.

     Investing in the notes involves risks. Risk Factors begin on page S-7.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

                               ------------------



                                                    PER NOTE        TOTAL
                                                   ----------   -------------

 Public offering price .........................       100%      $4,000,000
 Underwriting discount .........................       2.5%      $  100,000
 Proceeds to Lehman Brothers Holdings ..........      97.5%      $3,900,000


                               ------------------

Lehman Brothers Holdings has granted to the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional $600,000 aggregate
principal amount of notes on the same terms and conditions as set forth above
solely to cover over-allotments, if any.

The notes are expected to be ready for delivery in book-entry form only through
The Depository Trust Company on or about February 9, 2005.

                               ------------------

Lehman Brothers Inc., a wholly-owned subsidiary of Lehman Brothers Holdings,
makes a market in Lehman Brothers Holdings' securities. It may act as principal
or agent in, and this prospectus supplement and the accompanying prospectus may
be used in connection with, those transactions. Any such sales will be made at
varying prices related to prevailing market prices at the time of sale.

                               ------------------

                                 LEHMAN BROTHERS

February 4, 2005

"SUNS" and "Stock Upside Note Securities" are trademarks of Lehman Brothers Inc.
"Dow Jones" and "Dow Jones Global Titans 50 Index" are servicemarks of Dow Jones
& Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc.
The notes, based on the performance of the Dow Jones Global Titans 50 Index, are
not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no
representation regarding the advisability of investing in the notes.



YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF
THE DOCUMENT. SECURITIES ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED.

                               ------------------

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           -----

                              PROSPECTUS SUPPLEMENT

SUMMARY INFORMATION -- Q&A..................................................S-3
RISK FACTORS................................................................S-7
USE OF PROCEEDS AND HEDGING................................................S-12
RATIO OF EARNINGS TO FIXED CHARGES.........................................S-12
DESCRIPTION OF THE NOTES...................................................S-13
THE DOW JONES GLOBAL TITANS 50 INDEX.......................................S-18
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES..............................S-23
CERTAIN ERISA CONSIDERATIONS...............................................S-27
BOOK-ENTRY ISSUANCE........................................................S-28
UNDERWRITING...............................................................S-31
EXPERTS ...................................................................S-31

                                   PROSPECTUS

PROSPECTUS SUMMARY............................................................2
WHERE YOU CAN FIND MORE INFORMATION...........................................6
USE OF PROCEEDS AND HEDGING...................................................7
RATIO OF EARNINGS TO FIXED CHARGES............................................8
DESCRIPTION OF DEBT SECURITIES................................................8
DESCRIPTION OF WARRANTS......................................................17
DESCRIPTION OF PURCHASE CONTRACTS............................................22
DESCRIPTION OF UNITS.........................................................25
FORM, EXCHANGE AND TRANSFER..................................................29
BOOK-ENTRY PROCEDURES AND SETTLEMENT.........................................30
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES................................32
PLAN OF DISTRIBUTION.........................................................32
ERISA CONSIDERATIONS.........................................................34
LEGAL MATTERS................................................................35
EXPERTS .....................................................................35


                                      S-2


                           SUMMARY INFORMATION -- Q&A

This summary highlights selected information from the prospectus supplement and
the accompanying prospectus to help you understand the notes. You should
carefully read this prospectus supplement and the accompanying prospectus to
understand fully the terms of the notes and the tax and other considerations
that are important to you in making a decision about whether to invest in the
notes. You should pay special attention to the "Risk Factors" section beginning
on page S-7 to determine whether an investment in the notes is appropriate for
you.

WHAT ARE THE NOTES?

The notes are a series of senior debt of Lehman Brothers Holdings Inc. ("Lehman
Brothers Holdings") whose value is linked to the performance of the Dow Jones
Global Titans 50 Index. See "The Dow Jones Global Titans 50 Index." The notes
will rank equally with all other unsecured debt of Lehman Brothers Holdings,
except subordinated debt, and will mature on February 9, 2010, subject to
postponement if a market disruption event occurs on the valuation date.

WHO PUBLISHES THE DOW JONES GLOBAL TITANS 50 INDEX AND WHAT DOES THE DOW JONES
GLOBAL TITANS 50 INDEX MEASURE?

The Dow Jones Global Titans 50 Index is a 50-stock index that reflects the
market performance of the world's leading multinational companies. The component
companies are selected by Dow Jones & Company, Inc. ("Dow Jones") from the
companies included in the Dow Jones World Index based on free-float market
capitalization, revenues and net income. The component companies are
headquartered around the world and do business internationally, and therefore
provide exposure to a number of economies around the world. The component
companies of the Dow Jones Global Titans 50 Index are typically leaders within
their industries and rank among the world's largest companies. The stocks of
such component companies are actively traded and are typically included among
the core holdings of institutional portfolios.

Please note that an investment in the notes does not entitle you to any
ownership or other interest in the common stocks of the companies included in
the Dow Jones Global Titans 50 Index.

WHAT PAYMENTS WILL I RECEIVE ON THE NOTES BEFORE MATURITY?

None. No interest or other payments will be made on the notes before maturity.

WHAT WILL I RECEIVE IF I HOLD THE NOTES UNTIL THE STATED MATURITY DATE?

On the stated maturity date, Lehman Brothers Holdings will pay to you, per
$1,000 note, the greater of:

o    $1,000; and

o    the alternative redemption amount.

The alternative redemption amount per $1,000 note will be equal to

                                     average
                                     closing
                                      index   -  initial index
                                    ( level          level    )
$1,000 + ( $1,000 x participation x --------------------------- )
                       rate             initial index level

The initial index level is 193.81, the closing index level on the date of this
prospectus supplement.

The average closing index level will be the arithmetic average of the closing
index levels on five annual dates, which shall be February 4 of each year, from
and including February 4, 2006 to and including the valuation date, which will
be three business days before the stated maturity date. The closing index level
on any particular day will generally be the closing index level of the Dow Jones
Global Titans 50 Index on such day.

If any such day is not an exchange business day, or if the calculation agent
determines that one or more market disruption events have occurred on one of
these dates, the calculation agent will, subject to certain limitations,
determine the closing index level for such date by reference to the closing
index level on the next exchange business day on which there is not a market
disruption event. Any such postponement of the date that would otherwise be the
valuation date will cause the date you receive payment to be postponed until
three business days after the date that the closing level for that final date is
determined. In limited circumstances, the closing index level on any such
measurement date may be adjusted.


                                      S-3


See "Description of the Notes--Determination of alternative redemption amount"
and "--Discontinuance of the Dow Jones Global Titans 50 Index; alteration of
method of calculation" for details.

AMOUNT PAYABLE AT MATURITY--EXAMPLES

Here are four examples of hypothetical calculations of the amount payable per
$1,000 note on the stated maturity date.

EXAMPLE 1. ASSUMING FOR PURPOSES OF THIS EXAMPLE THAT THE LEVEL OF THE DOW JONES
GLOBAL TITANS 50 INDEX INCREASES DURING THE FIRST 30 MONTHS TO A LEVEL OF 274.22
AND THEN DECREASES BACK TO ITS INITIAL LEVEL BY MATURITY AND THE AVERAGE CLOSING
INDEX LEVEL IS 228.29:



                                 [GRAPH OMITTED]



Alternative redemption amount per $1,000 note =

                            (228.29 - 193.81)
$1,000 +  ( $1,000 x 128% x ----------------- ) = $1,227.72
                                193.81

Amount payable at maturity = $1,227.72

As a result, on the stated maturity date, you would receive $1,227.72 per $1,000
note, because that amount is greater than the minimum amount payable of $1,000
per $1,000 note.

EXAMPLE 2. ASSUMING FOR PURPOSES OF THIS EXAMPLE THAT THE LEVEL OF THE DOW JONES
GLOBAL TITANS 50 INDEX STEADILY INCREASES THROUGH MATURITY FROM ITS INITIAL
LEVEL TO A LEVEL OF 256.02 AND THE AVERAGE CLOSING INDEX LEVEL IS 231.87:




                                 [GRAPH OMITTED]




Alternative redemption amount per $1,000 note =

                            (231.87 -  193.81)
$1,000 + ( $1,000 x 128%  x ------------------ ) = $1,251.36
                                 193.81

Amount payable at maturity = $1,251.36

As a result, on the stated maturity date, you would receive $1,251.36 per $1,000
note because that amount is greater than the minimum amount payable of $1,000
per $1,000 note.

EXAMPLE 3. ASSUMING FOR PURPOSES OF THIS EXAMPLE THAT THE LEVEL OF THE DOW JONES
GLOBAL TITANS 50 INDEX DECREASES THROUGH MATURITY FROM ITS INITIAL LEVEL TO A
LEVEL OF 125.98 AND THE AVERAGE CLOSING INDEX LEVEL IS 147.65:




                                 [GRAPH OMITTED]




Alternative redemption amount per $1,000 note =

                            (147.65 - 193.81)
$1,000 + ( $1,000 x 128% x  ----------------- ) = $695.14
                                 193.81

Amount payable at maturity = $1,000

As a result, on the stated maturity date, you would receive the minimum amount
payable of $1,000 per $1,000 note because that amount is greater than $695.14.

EXAMPLE 4. ASSUMING FOR PURPOSES OF THIS EXAMPLE THAT THE LEVEL OF THE DOW JONES
GLOBAL TITANS 50 INDEX DECREASES DURING MOST OF THE TERM OF THE NOTES AND THEN
INCREASES BACK ABOVE ITS INITIAL LEVEL AND THE AVERAGE CLOSING INDEX LEVEL IS
185.12:




                                 [GRAPH OMITTED]





                                      S-4


Alternative redemption amount per $1,000 note =

                            (185.12 - 193.81)
$1,000 + ( $1,000 x 128% x  ----------------- ) = $942.61
                                 193.81

Amount payable at maturity = $1,000

As a result, on the stated maturity date, you would receive the minimum amount
payable of $1,000 per note because that amount is greater than $942.61.

                               ------------------

To the extent that the average closing index level differs from the levels
assumed above, the results indicated above would be different.

HOW HAS THE DOW JONES GLOBAL TITANS 50 INDEX PERFORMED HISTORICALLY?

Lehman Brothers Holdings has provided a table, on page S-21, showing the
performance of the Dow Jones Global Titans 50 Index from January 1, 2000 through
February 4, 2005. Lehman Brothers Holdings has provided this historical
information to help you evaluate the behavior of the Dow Jones Global Titans 50
Index so that you can make an informed decision with respect to an investment in
the notes. You should realize, however, that past performance is not necessarily
indicative of how the Dow Jones Global Titans 50 Index or the notes will perform
in the future.

HOW WILL I BE ABLE TO FIND THE INDEX LEVEL AT ANY POINT IN TIME?

You can obtain the level of the Dow Jones Global Titans 50 Index at any time
from the Bloomberg(R) service under the symbol "DJGT". You may also obtain the
index level of the Dow Jones Global Titans 50 Index at any time from the Dow
Jones website at http://www.djindexes.com/mdsidx/index.cfm?event=
showGlobalTitans.

ARE THERE ANY RISKS ASSOCIATED WITH MY INVESTMENT?

Yes, the notes are subject to a number of risks. See "Risk Factors" beginning on
page S-7.

WHAT ABOUT TAXES?

The notes will be subject to U.S. Treasury regulations that apply to contingent
payment debt instruments. As a result, although you will receive no cash
payments during the term of the notes, you will be subject to federal income tax
on the accrual of original issue discount in respect of the notes based on the
"comparable yield" of the notes, which will generally be the rate at which
Lehman Brothers Holdings could issue a fixed rate debt instrument with terms and
conditions similar to the notes. In addition, gain and, to some extent, loss on
the sale, exchange or other disposition of notes will generally be ordinary
income or loss. See "United States Federal Income Tax Consequences."

WHO IS LEHMAN BROTHERS HOLDINGS?

Lehman Brothers Holdings is one of the leading global investment banks, serving
institutional, corporate, government and high net worth clients and customers.
Lehman Brothers Holdings' worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by offices in additional
locations in the United States, Europe, the Middle East, Latin America and the
Asia Pacific region. See "Lehman Brothers Holdings Inc." and "Where You Can Find
More Information" on page 2 and 6, respectively, of the accompanying prospectus.

You may request a copy of any document Lehman Brothers Holdings Inc. files with
the Securities and Exchange Commission, or the SEC, pursuant to the Securities
Exchange Act of 1934, at no cost, by writing or telephoning Lehman Brothers
Holdings at the following address, which replaces the address provided in the
accompanying prospectus:

         Office of the Corporate Secretary
         399 Park Avenue
         New York, New York 10022
         (212) 526-0858

Lehman Brothers Holdings' principal executive offices are located at the
following address, which likewise replaces the address provided in the
accompanying prospectus:

         745 Seventh Avenue
         New York, New York 10019
         (212) 526-7000

WHAT IS THE ROLE OF LEHMAN BROTHERS INC.?

Lehman Brothers Inc., a subsidiary of Lehman Brothers Holdings, is the
underwriter for the offering and sale of the notes. Lehman Brothers Inc. will
also be the calculation agent for purposes of calculating the amount payable to
you at maturity. Potential conflicts of interest may exist between Lehman
Brothers Inc. and you as a beneficial owner of the notes. See "Risk
Factors--Potential conflicts of


                                      S-5


interest exist because Lehman Brothers Holdings controls Lehman Brothers Inc.,
which will act as the calculation agent" and "Description of the Notes--
Calculation agent."

After the initial offering, Lehman Brothers Inc. intends to buy and sell the
notes to create a secondary market in the notes and may stabilize or maintain
the market price of the notes during the initial distribution of the notes.
However, Lehman Brothers Inc. will not be obligated to engage in any of these
market activities or to continue them once they have begun.

IN WHAT FORM WILL THE NOTES BE ISSUED?

The notes will be represented by one or more global securities that will be
deposited with and registered in the name of The Depository Trust Company or its
nominee. Except in very limited circumstances, you will not receive a
certificate for your notes.

WILL THE NOTES BE LISTED ON A STOCK EXCHANGE?

The notes have been approved for listing on the American Stock Exchange under
the trading symbol "PSZ.F". You should be aware that the listing of the notes on
the American Stock Exchange will not necessarily ensure that a liquid trading
market will be available for the notes.


                                      S-6


                                  RISK FACTORS

You should carefully consider the risk factors provided below as well as the
other information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated in this document by reference. As
described in more detail below, the trading price of the notes may vary
considerably before the stated maturity date due, among other things, to
fluctuations in the prices of the common stocks that make up the Dow Jones
Global Titans 50 Index and other events that are difficult to predict and beyond
Lehman Brothers Holdings' control.

You should reach an investment decision only after you have carefully considered
with your advisors the suitability of an investment in the notes in light of
your particular circumstances.

THESE NOTES ARE DIFFERENT FROM CONVENTIONAL DEBT SECURITIES OF LEHMAN BROTHERS
HOLDINGS IN SEVERAL WAYS.

o    THE AVERAGE CLOSING INDEX LEVEL BASED ON THE FIVE ANNUAL CLOSING LEVELS MAY
     BE LESS THAN THE CLOSING LEVEL OF THE DOW JONES GLOBAL TITANS 50 INDEX AT
     THE STATED MATURITY DATE OF THE NOTES OR AT OTHER TIMES DURING THE TERM OF
     THE NOTES. Because the average closing index level will be calculated based
     on the closing level of the Dow Jones Global Titans 50 Index on five annual
     dates, the level of the Dow Jones Global Titans 50 Index at the stated
     maturity date or at other times during the term of the notes could be
     higher than the average closing index level as so calculated.

o    IF THE ALTERNATIVE REDEMPTION AMOUNT IS LESS THAN OR EQUAL TO $1,000 PER
     $1,000 NOTE, YOU WILL ONLY RECEIVE THE PRINCIPAL AMOUNT OF THE NOTE ON THE
     STATED MATURITY DATE. This may be true even if the closing level of the Dow
     Jones Global Titans 50 Index exceeds the initial index level at some time
     during the life of the notes.

o    THE PAYMENT YOU RECEIVE AT MATURITY MAY BE LESS THAN THE YIELD ON A
     CONVENTIONAL DEBT SECURITY OF COMPARABLE MATURITY. The amount Lehman
     Brothers Holdings pays you on the stated maturity date may be less than the
     return you could earn on other investments. Because the amount you receive
     on the stated maturity date may only equal the principal amount, the
     effective yield to maturity on the notes may be less than that which would
     be payable on a conventional fixed-rate, non-callable debt security of
     Lehman Brothers Holdings. In addition, any return on the notes may not
     fully compensate you for any opportunity cost to you of investing in the
     notes when you take into account inflation and other factors relating to
     the time value of money.

o    NO INTEREST OR OTHER PAYMENTS WILL BE PAID ON THE NOTES PRIOR TO MATURITY.
     No interest or other payments will be made on the notes before maturity.
     However, because the notes will be classified as contingent payment debt
     instruments, you will be required to include the original issue discount in
     income during your ownership of the notes, subject to some adjustments. See
     "United States Federal Income Tax Consequences."

YOUR RETURN ON THE NOTES COULD BE LESS THAN IF YOU OWNED THE COMMON STOCKS THAT
MAKE UP THE DOW JONES GLOBAL TITANS 50 INDEX BECAUSE YOUR RETURN WILL NOT
REFLECT DIVIDENDS ON THOSE COMMON STOCKS. Your return on the notes will also not
reflect the return you would realize if you actually owned the common stocks
included in the Dow Jones Global Titans 50 Index and received the dividends paid
on those stocks. This is because the calculation agent will calculate the amount
payable to you by reference to the level of the Dow Jones Global Titans 50
Index, which is calculated by reference to the prices of the common stocks in
the Dow Jones Global Titans 50 Index without taking into consideration the value
of dividends paid on that stock.

HISTORICAL VALUES OF THE DOW JONES GLOBAL TITANS 50 INDEX SHOULD NOT BE TAKEN AS
AN INDICATION OF THE FUTURE PERFORMANCE OF THE DOW JONES GLOBAL TITANS 50 INDEX
DURING THE TERM OF THE NOTES.

The trading prices of the securities underlying the Dow Jones Global Titans 50
Index will determine the index level. As a result, it is impossible to predict
whether the index level will fall or rise. Trading prices of the securities
underlying the Dow Jones Global Titans 50 Index will be influenced by complex
and interrelated political, economic, financial and other factors that can
affect the markets in which those securities are traded and the values of those
securities themselves.


                                      S-7


THE INCLUSION OF COMMISSIONS AND PROJECTED PROFIT FROM HEDGING IN THE PUBLIC
OFFERING PRICE IS LIKELY TO ADVERSELY AFFECT SECONDARY MARKET PRICES.

Assuming no change in market conditions or any other relevant factors, the
price, if any, at which Lehman Brothers Inc. is willing to purchase the notes in
secondary market transactions will likely be lower than the public offering
price, since the public offering price included, and secondary market prices are
likely to exclude, commissions paid with respect to the notes, as well as the
projected profit included in the cost of hedging our obligations under the
notes. In addition, any such prices may differ from values determined by pricing
models used by Lehman Brothers Inc., as a result of dealer discounts, mark-ups
or other transaction costs.

THE NOTES MAY NOT BE ACTIVELY TRADED.

There may be little or no secondary market for the notes. Although the notes
have been approved for listing on the American Stock Exchange, it is not
possible to predict whether the notes will trade in the secondary market. Even
if there is a secondary market, it may not provide significant liquidity. Lehman
Brothers Inc. currently intends to act as a market maker for the notes, but it
is not required to do so.

THE VALUE OF THE NOTES WILL BE AFFECTED BY NUMEROUS FACTORS, SOME OF WHICH ARE
RELATED IN COMPLEX WAYS.

The value of the notes in the secondary market will be affected by supply and
demand of the notes, the index level at that time and a number of other factors,
some of which are interrelated in complex ways. As a result, the effect of any
one factor may be offset or magnified by the effect of another factor. The price
at which you will be able to sell the notes before the stated maturity date may
be at a discount, which could be substantial, from their principal amount, if,
at that time, the average closing index level is less than, equal to or not
sufficiently above the initial index level at such time. A change in a specific
factor could have the following impacts on the market value of the notes,
assuming all other conditions remain constant.

o    VALUE. Lehman Brothers Holdings expects that the market value of the notes
     will depend substantially on the amount, if any, by which the average
     closing index level at any given point in time exceeds the initial index
     level. If you decide to sell your notes prior to the stated maturity date,
     you may receive substantially less than the amount that would be payable on
     the stated maturity date based on that average closing index level because
     of expectations that the average closing index level will continue to
     fluctuate until the alternative redemption amount is determined. If you
     decide to sell your notes when the average closing index level is less than
     the initial index level, you can expect to receive less than the principal
     amount of the note. Political, economic and other developments that affect
     the outlook for securities in the Dow Jones Global Titans 50 Index may also
     affect the average closing index level and could indirectly affect the
     value of the notes.

o    INTEREST RATES. The trading value of the notes may be affected by changes
     in interest rates. In general, if U.S. interest rates change, the trading
     value of the notes may be adversely affected.

o    VOLATILITY OF THE DOW JONES GLOBAL TITANS 50 INDEX. Volatility is the term
     used to describe the size and frequency of market fluctuations. If the
     volatility of the level of the Dow Jones Global Titans 50 Index changes,
     the trading value of the notes may be adversely affected. Lehman Brothers
     Holdings is unable to predict the effect of these events on the future
     value or volatility of the Dow Jones Global Titans 50 Index.

o    MERGER AND ACQUISITION TRANSACTIONS. Some of the securities included in the
     Dow Jones Global Titans 50 Index may be affected by mergers and
     acquisitions, which can contribute to volatility of the Dow Jones Global
     Titans 50 Index. Additionally, as a result of a merger or acquisition, one
     or more securities in the Dow Jones Global Titans 50 Index may be replaced
     with a surviving or acquiring entity's securities. The surviving or
     acquiring entity's securities may not have the same characteristics as the
     securities originally included in the Dow Jones Global Titans 50 Index.

o    TIME REMAINING TO MATURITY. The value of the notes may be affected by the
     time remaining to maturity. As the time remaining to the maturity of the
     notes decreases, this time value may decrease, adversely affecting the
     trading value of the notes.

o    DIVIDEND YIELDS. If dividend yields on the securities included in the Dow
     Jones Global Titans 50 Index increase, the value of the notes


                                      S-8


     may be adversely affected because the Dow Jones Global Titans 50 Index does
     not incorporate the value of those payments.

o    LEHMAN BROTHERS HOLDINGS' CREDIT RATINGS, FINANCIAL CONDITION AND RESULTS.
     Actual or anticipated changes in Lehman Brothers Holdings' credit ratings,
     financial condition or results may affect the market value of the notes.

o    ECONOMIC CONDITIONS AND EARNINGS PERFORMANCE OF THE UNDERLYING COMPANIES.
     General economic conditions and earnings results of the companies whose
     securities are included in the Dow Jones Global Titans 50 Index and real or
     anticipated changes in those conditions or results may affect the market
     value of the notes.

You should understand that the impact of one of the factors specified above,
such as an increase in interest rates, may offset some or all of any change in
the trading value of the notes attributable to another factor, such as an
increase in the index level. In general, assuming all relevant factors are held
constant, the effect on the trading value of the notes of a given change in most
of the factors listed above will be less if it occurs later than if it occurs
earlier in the term of the notes.

AN INVESTMENT IN THE NOTES IS SUBJECT TO RISKS ASSOCIATED WITH FOREIGN
SECURITIES MARKETS.

A substantial number of the securities included in the Dow Jones Global Titans
50 Index are issued by foreign companies and are denominated in foreign
currencies. You should be aware that investments in securities linked to the
value of foreign equity securities involve particular risks. The foreign
securities markets may be more volatile than U.S. securities markets, and market
developments may affect foreign markets differently from U.S. or other
securities markets. Direct or indirect government intervention to stabilize the
foreign securities markets, as well as cross-shareholdings in foreign companies,
may affect trading prices and volume in those markets. Also, there is generally
less publicly available information about foreign companies that are not subject
to the reporting requirements of the Securities and Exchange Commission, and
foreign companies are subject to accounting, auditing and financial reporting
standards and requirements that differ from those applicable to U.S. reporting
companies.

Securities prices outside the United States are subject to political, economic,
financial and social factors that apply in foreign countries. These factors,
which could negatively affect foreign securities markets, include the
possibility of changes in a foreign government's economic and fiscal policies,
the possible imposition of, or changes in, currency exchange laws or other laws
or restrictions applicable to foreign companies or investments in foreign equity
securities and the possibility of fluctuations in the rate of exchange between
currencies. Moreover, foreign economies may differ favorably or unfavorably from
the U.S. economy in different respects, such as growth of gross national
product, rate of inflation, capital reinvestment, resources and
self-sufficiency.

THE INDEX LEVEL AND THE VALUE OF THE NOTES MAY BE AFFECTED BY CURRENCY EXCHANGE
FLUCTUATIONS.

The Dow Jones Global Titans 50 Index includes the stocks of non-U.S. companies
and the index level is calculated based on the trading prices of such stocks
converted into U.S. dollars. The index level will therefore reflect variations
in the exchange rates of various foreign currencies into U.S. dollars. As a
result, the index level and an investment in the notes may be adversely affected
by changes in exchange rates between the U.S. dollar and the relevant foreign
currencies and the imposition or modification of exchange controls by either the
U.S. or foreign governments. In recent years, rates of exchange between the U.S.
dollar and various foreign currencies have been highly volatile and this
volatility may continue in the future. However, fluctuations in any particular
exchange rate that have occurred in the past are not necessarily indicative of
fluctuations that may occur during the term of the notes.

ADJUSTMENTS TO THE DOW JONES GLOBAL TITANS 50 INDEX COULD ADVERSELY AFFECT THE
VALUE OF THE NOTES.

The policies of Dow Jones concerning additions, deletions and substitutions of
the securities underlying the Dow Jones Global Titans 50 Index and the manner in
which Dow Jones takes account of certain changes affecting such underlying
securities may affect the value of the Dow Jones Global Titans 50 Index. The
policies of Dow Jones with respect to the calculation of the Dow Jones Global
Titans 50 Index could also affect the value of the Dow Jones Global Titans 50
Index. Dow Jones may discontinue or suspend calculation or dissemination of the
Dow Jones Global Titans 50 Index or materially alter the methodology by which it
calculates the Dow Jones

                                      S-9


Global Titans 50 Index. Any such actions could affect the value of the notes.
See "Description of the Notes--Discontinuance of the Dow Jones Global Titans 50
Index; alteration of method of calculation" and "The Dow Jones Global Titans 50
Index."

LEHMAN BROTHERS HOLDINGS CANNOT CONTROL ACTIONS BY THE COMPANIES WHOSE
SECURITIES MAKE UP THE DOW JONES GLOBAL TITANS 50 INDEX.

Actions by these companies may have an adverse effect on the price of the common
stock or any other equity securities underlying the Dow Jones Global Titans 50
Index, the Dow Jones Global Titans 50 Index and the notes. In addition, these
companies are not involved in this offering of notes and have no obligations
with respect to the notes, including any obligation to take Lehman Brothers
Holdings' or your interests into consideration for any reason. These companies
will not receive any of the proceeds of this offering of the notes and are not
responsible for, and have not participated in, the determination of the timing
of, prices for, or quantities of, the notes to be issued. These companies are
not involved with the administration, marketing or trading of the notes and have
no obligations with respect to the amount to be paid to you on the stated
maturity date.

LEHMAN BROTHERS HOLDINGS AND ITS AFFILIATES HAVE NO AFFILIATION WITH DOW JONES
AND ARE NOT RESPONSIBLE FOR ITS PUBLIC DISCLOSURE OF INFORMATION.

Dow Jones provides and services the Dow Jones Global Titans 50 Index. Lehman
Brothers Holdings and its affiliates are not affiliated with Dow Jones in any
way (except for licensing arrangements discussed below in "The Dow Jones Global
Titans 50 Index") and have no ability to control or predict its actions,
including any errors in or discontinuation of disclosure regarding its methods
or policies relating to the calculation of the Dow Jones Global Titans 50 Index.
See "Description of the Notes--Market disruption events" and "Description of the
Notes--Discontinuation of the Dow Jones Global Titans 50 Index; alteration of
method of calculation." Dow Jones is not involved in this offering of the notes
in any way and has no obligation to consider your interest as an owner of the
notes in taking any actions that might affect the value of your notes.

Neither we nor any of our affiliates assumes any responsibility for the adequacy
or accuracy of the information about the Dow Jones Global Titans 50 Index or Dow
Jones contained in this prospectus supplement or any public disclosure of
information by Dow Jones. You, as an investor in the notes, should make your own
investigation into Dow Jones Global Titans 50 Index and Dow Jones.

POTENTIAL CONFLICTS OF INTEREST EXIST BECAUSE LEHMAN BROTHERS HOLDINGS CONTROLS
LEHMAN BROTHERS INC., WHICH WILL ACT AS THE CALCULATION AGENT.

Lehman Brothers Inc. will act as the calculation agent, which determines the
amount you will receive on the notes at maturity, whether adjustments should be
made to the index level and whether a market disruption event has occurred. As a
result, potential conflicts of interest may exist between Lehman Brothers Inc.
and you. See "Description of the Notes--Payment on the stated maturity date,"
"Description of the Notes--Discontinuance of the Dow Jones Global Titans 50
Index; alteration of method of calculation" and "Description of the
Notes--Market disruption events."

PURCHASES AND SALES OF SECURITIES UNDERLYING THE DOW JONES GLOBAL TITANS 50
INDEX BY LEHMAN BROTHERS HOLDINGS AND ITS AFFILIATES COULD AFFECT THE PRICES OF
THOSE SECURITIES OR OTHER EQUITY SECURITIES OR THE LEVEL OF THE DOW JONES GLOBAL
TITANS 50 INDEX.

Lehman Brothers Holdings and its affiliates, including Lehman Brothers Inc., may
from time to time buy or sell securities underlying the Dow Jones Global Titans
50 Index or derivative instruments related to those securities for their own
accounts in connection with their normal business practices or in connection
with hedging of Lehman Brothers Holdings' obligations under the notes. These
transactions could affect the prices of those securities or the level of the Dow
Jones Global Titans 50 Index. See "Use of Proceeds and Hedging."

YOU HAVE NO SHAREHOLDER RIGHTS.

Investing in the notes is not equivalent to investing in the component stocks of
the Dow Jones Global Titans 50 Index. As an investor in the notes, you will not
have voting rights or rights to receive dividends or other distributions or any
other rights with respect to the stocks that underlie the Dow Jones Global
Titans 50 Index.

FOR TAX PURPOSES, YOU WILL BE REQUIRED TO INCLUDE ORIGINAL ISSUE DISCOUNT IN
INCOME AND TO RECOGNIZE ORDINARY INCOME ON ANY DISPOSITION OF THE NOTES.


                                      S-10


For United States federal income tax purposes, the notes will be classified as
contingent payment debt instruments. As a result, they will be considered to be
issued with original issue discount. Although you will receive no cash payments
during the term of the notes, you will be required to include this original
issue discount in income during your ownership of the notes, subject to some
adjustments, based on the "comparable yield" of the notes, which will generally
be the rate at which Lehman Brothers Holdings could issue a fixed rate debt
instrument with terms and conditions similar to the notes. Additionally, you
will generally be required to recognize ordinary income on the gain, if any,
realized on a sale, upon maturity, or other disposition of the notes. See
"United States Federal Income Tax Consequences."


                                      S-11


                           USE OF PROCEEDS AND HEDGING

An amount equal to approximately 61% of the proceeds to be received by Lehman
Brothers Holdings from the sale of the notes may be used by Lehman Brothers
Holdings or one or more of its subsidiaries before and immediately following the
initial offering of the notes to acquire securities included in the Dow Jones
Global Titans 50 Index. From time to time, Lehman Brothers Holdings or one or
more of its subsidiaries may acquire futures contracts or listed or
over-the-counter options contracts in, or other derivative or synthetic
instruments related to, the Dow Jones Global Titans 50 Index or those securities
included in the Dow Jones Global Titans 50 Index, to hedge Lehman Brothers
Holdings' obligations under the notes. The balance of the proceeds will be used
for general corporate purposes. These hedging techniques will result in nominal
transaction costs to Lehman Brothers Holdings. See "Use of Proceeds and Hedging"
on page 7 of the accompanying prospectus.

From time to time after the initial offering and before the maturity of the
notes, depending on market conditions, including the market price of the
securities included in the Dow Jones Global Titans 50 Index, Lehman Brothers
Holdings expects that it or one or more of its subsidiaries will increase or
decrease their initial hedging positions using dynamic hedging techniques.
Lehman Brothers Holdings or one or more of its subsidiaries may take long or
short positions in those securities or in the futures contracts or in listed or
over-the-counter options contracts or other derivative or synthetic instruments
related to those securities. In addition, Lehman Brothers Holdings or one or
more of its subsidiaries may purchase or otherwise acquire a long or short
position in notes from time to time and may, in their sole discretion, hold or
resell those notes. Lehman Brothers Holdings or one or more of its subsidiaries
may also take positions in other types of appropriate financial instruments that
may become available in the future.

To the extent that Lehman Brothers Holdings or one or more of its subsidiaries
has a long hedge position in any of the securities underlying the Dow Jones
Global Titans 50 Index, or futures or options contracts or other derivative or
synthetic instruments related to those securities, Lehman Brothers Holdings or
one or more of its subsidiaries may liquidate a portion of their holdings at or
about the time of the maturity of the notes or at or about the time of a change
in the securities that make up the Dow Jones Global Titans 50 Index. Depending,
among other things, on future market conditions, the aggregate amount and the
composition of the positions are likely to vary over time. Profits or losses
from any of those positions cannot be ascertained until the position is closed
out and any offsetting position or positions are taken into account. Certain
activity by Lehman Brothers Holdings or one or more of its subsidiaries
described above can potentially increase or decrease the prices of the
securities that are included in the Dow Jones Global Titans 50 Index and,
accordingly, increase or decrease the level of the Dow Jones Global Titans 50
Index. Although Lehman Brothers Holdings has no reason to believe that any of
those activities will have a material impact on the price of the securities that
make up the Dow Jones Global Titans 50 Index, these activities could have such
an effect.

                       RATIO OF EARNINGS TO FIXED CHARGES

                  YEAR ENDED NOVEMBER 30,                   NINE MONTHS
     ------------------------------------------------          ENDED
     1999       2000        2001      2002       2003    AUGUST 31, 2004
     ----       ----        ----      ----       ----    ---------------
     1.12       1.14        1.11      1.13       1.29          1.39


                                      S-12


                            DESCRIPTION OF THE NOTES

GENERAL

You will find information about the notes in two separate documents that
progressively provide more detail:

o    the accompanying prospectus; and

o    this prospectus supplement.

Because the terms of the notes may differ from the general information Lehman
Brothers Holdings has provided in the prospectus, in all cases you should rely
on information in this prospectus supplement over different information in the
prospectus. The notes are to be issued as a series of debt securities under the
senior indenture, which is more fully described in the prospectus. For a
description of the rights attaching to different series of debt securities under
the senior indenture, you should refer to the section "Description of Debt
Securities" beginning on page 8 of the accompanying prospectus. The notes are
"Senior Debt" as described in the accompanying prospectus. Citibank, N.A. is
trustee under the senior indenture.

Lehman Brothers Holdings may initially issue up to $4,000,000 ($4,600,000 if the
underwriter's over-allotment option is exercised in full) aggregate principal
amount of notes. Lehman Brothers Holdings may, without the consent of the
holders of the notes, create and issue additional notes ranking equally with the
notes and otherwise similar in all respects so that such further notes shall be
consolidated and form a single series with the notes. No additional notes can be
issued if an event of default has occurred with respect to the notes.

The notes will be issued in denominations of $1,000 and whole multiples of
$1,000.

INTEREST

None. No interest is payable on the notes or the principal amount of the notes.
Even though no payments will be made on the notes before maturity, you will be
subject to federal income tax on the accrual of original issue discount with
respect to the notes. See "United States Federal Income Tax Consequences."

PAYMENT ON THE STATED MATURITY DATE

The notes will mature on February 9, 2010, subject to postponement if a market
disruption event occurs on the valuation date; see "--Determination of
alternative redemption amount" below. You will be entitled to receive per $1,000
note, on the stated maturity date, the greater of:

o    $1,000; and

o    the alternative redemption amount, as described below.

If the alternative redemption amount per $1,000 note is less than or equal to
$1,000, you will be entitled to receive $1,000 per $1,000 note on the stated
maturity date.

DETERMINATION OF ALTERNATIVE REDEMPTION AMOUNT

The alternative redemption amount per $1,000 note will be determined by the
calculation agent and will be equal to:

                                     average
                                     closing
                                      index  - initial index
                                    ( level       level      )
$1,000 + ( $1,000 x participation x -------------------------- )
                       rate            initial index level

The participation rate is 128%.

The initial index level is 193.81, the closing index level on the date of this
prospectus supplement. The average closing index level will be the arithmetic
average of the closing index levels on five annual dates, which shall be
February 4 of each year, from and including February 4, 2006 to and including
the valuation date, which will be three business days before the stated maturity
date. The closing index level on any particular day will generally be the
closing index level of the Dow Jones Global Titans 50 Index on such day.

If the calculation agent determines that one or more market disruption events
have occurred on one of these dates, the calculation agent will determine the
closing index level for such date by reference to the closing index level on the
next exchange business day

                                      S-13


on which there is not a market disruption event; provided, however, if a market
disruption event occurs on each of the eight exchange business days following
the originally scheduled valuation date, then (a) that eighth exchange business
day shall be deemed the valuation date and (b) the calculation agent shall
determine the closing index level based upon its good faith estimate of the
value of the index on that eighth exchange business day. Any postponement of the
date that would otherwise be the valuation date will cause the stated maturity
date to be postponed until three business days after the date that the closing
index level for that final date is determined.

The "closing index level" of the Dow Jones Global Titans 50 Index (or any
successor index) on any particular day means the closing level of the Dow Jones
Global Titans 50 Index as reported by Dow Jones (or of any successor index, as
reported by the publisher of such successor index), on such day. An "exchange
business day" means any day on which the Dow Jones Global Titans 50 Index (or
any successor index) is announced by its publisher or is otherwise determined by
the calculation agent as described in the following section.

DISCONTINUANCE OF THE DOW JONES GLOBAL TITANS 50 INDEX; ALTERATION OF METHOD OF
CALCULATION

If Dow Jones discontinues publication of the Dow Jones Global Titans 50 Index
and Dow Jones or another entity publishes a successor or substitute index that
the calculation agent determines, in its sole discretion exercised in good
faith, to be comparable to the discontinued Dow Jones Global Titans 50 Index,
then the calculation agent shall determine each subsequent closing index level
to be used in computing the alternative redemption amount by reference to the
closing index level of such successor index on the applicable date.

Upon any selection by the calculation agent of a successor index, Lehman
Brothers Holdings will promptly give notice to the holders of the notes.

If Dow Jones discontinues publication of the Dow Jones Global Titans 50 Index
and the calculation agent determines that no successor index is available at
such time or if Dow Jones (or the publisher of any successor index) fails to
calculate and announce a closing index level for the Dow Jones Global Titans 50
Index (or a successor index) on any date when it would ordinarily do so in
accordance with its customary practice, the calculation agent will determine
each subsequent closing index level to be used in computing the alternative
redemption amount. In such circumstances, each such closing index level will be
computed by the calculation agent in accordance with the formula for and method
of calculating the Dow Jones Global Titans 50 Index (or any successor index)
last in effect prior to such discontinuance, using the closing price (or, if
trading in any of the relevant securities has been materially suspended or
materially limited, its good faith estimate of the closing price that would have
prevailed but for such suspension or limitation) at the close of the principal
trading session on such date of each security most recently comprising the Dow
Jones Global Titans 50 Index (or any successor index) on the relevant exchange
on which such security trades. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Dow Jones Global Titans 50 Index may
adversely affect the value of the notes. The "relevant exchange" for any
security (or any combination thereof then included in the Dow Jones Global
Titans 50 Index or any successor index) means the primary exchange, quotation
system (which includes bulletin board services) or other market of trading for
such security.

If at any time the method of calculating the Dow Jones Global Titans 50 Index,
any successor index or the closing index level on any particular day, is changed
in a material respect, or if the Dow Jones Global Titans 50 Index or a successor
index is in any other way modified so that such index does not, in the opinion
of the calculation agent, fairly represent the level of the Dow Jones Global
Titans 50 Index or such successor index had such changes or modifications not
been made, then, from and after such time, the calculation agent will, at the
close of trading of the relevant exchanges on which the securities comprising
the Dow Jones Global Titans 50 Index or such successor index traded on any date
the closing index level is to be determined, make such calculations and
adjustments as, in its good faith judgment, may be necessary in order to arrive
at a level of a stock index comparable to the Dow Jones Global Titans 50 Index
or such successor index, as the case may be, as if such changes or modifications
had not been made. The calculation agent will calculate the closing index level
on any particular day and the alternative redemption amount with reference to
the Dow Jones Global Titans 50 Index or such successor index, as adjusted.

Accordingly, if the method of calculating the Dow Jones Global Titans 50 Index
or a successor index is modified so that the level of such index is a fraction
of what it would have been if it had not been modified (e.g., due to a split in
the index), then the calculation agent will adjust such index in order to arrive
at a level of the Dow Jones Global Titans 50 Index or such


                                      S-14


successor index as if it had not been modified (for example, as if such split
had not occurred).

MARKET DISRUPTION EVENTS

A market disruption event with respect to the Dow Jones Global Titans 50 Index
(or any successor index) will occur on any day if the calculation agent
determines in its sole discretion that any of the following have occurred:

o    A material suspension of or limitation imposed on trading relating to the
     securities that then comprise 20% or more of the Dow Jones Global Titans 50
     Index or any successor index, by the relevant exchanges on which those
     securities are traded, at any time during the one-hour period that ends at
     the close of trading on such day, whether by reason of movements in price
     exceeding limits permitted by that relevant exchange. Limitations on
     trading during significant market fluctuations imposed pursuant to New York
     Stock Exchange Rule 80B or any applicable rule or regulation enacted or
     promulgated by the New York Stock Exchange, any other exchange, quotation
     system or market, any other self regulatory organization or the SEC of
     similar scope or as a replacement for Rule 80B may be considered material.

o    A material suspension of, or limitation imposed on, trading in futures or
     options contracts relating to the Dow Jones Global Titans 50 Index or any
     successor index by the primary exchange or quotation system on which those
     futures or options contracts are traded, at any time during the one-hour
     period that ends at the close of trading on such day, whether by reason of
     movements in price exceeding limits permitted by the exchanges or
     otherwise.

o    Any event, other than an early closure, that disrupts or impairs the
     ability of market participants in general to effect transactions in, or
     obtain market values for the securities that then comprise 20% or more of
     the Dow Jones Global Titans 50 Index or any successor index on the relevant
     exchanges on which those securities are traded, at any time during the one
     hour period that ends at the close of trading on such day.

o    Any event, other than an early closure, that disrupts or impairs the
     ability of market participants in general to effect transactions in, or
     obtain market values for, the futures or options contracts relating to the
     Dow Jones Global Titans 50 Index or any successor index on the primary
     exchange or quotation system on which those futures or options contracts
     are traded at any time during the one hour period that ends at the close of
     trading on such day.

o    The closure of the relevant exchanges on which the securities that then
     comprise 20% or more of the Dow Jones Global Titans 50 Index or any
     successor index are traded or on which futures or options contracts
     relating to the Dow Jones Global Titans 50 Index or any successor index are
     traded prior to its scheduled closing time unless the earlier closing time
     is announced by the relevant exchanges at least one hour prior to the
     earlier of (1) the actual closing time for the regular trading session on
     the relevant exchanges and (2) the submission deadline for orders to be
     entered into the relevant exchanges for execution at the close of trading
     on such day.

For purposes of determining whether a market disruption event has occurred:

o    the relevant percentage contribution of a security to the level of the Dow
     Jones Global Titans 50 Index or any successor index will be based on a
     comparison of (x) the portion of the level of the Dow Jones Global Titans
     50 Index attributable to that security and (y) the overall level of the Dow
     Jones Global Titans 50 Index, in each case immediately before the
     occurrence of the market disruption event; and

o    "close of trading" means in respect of any relevant exchange, the scheduled
     weekday closing time on a day on which the relevant exchange is scheduled
     to be open for trading for its respective regular trading session, without
     regard to after hours or any other trading outside of the regular trading
     session hours.

Under certain circumstances, the duties of Lehman Brothers Inc. as the
calculation agent in determining the existence of market disruption events could
conflict with the interests of Lehman Brothers Inc. as an affiliate of the
issuer of the notes.

Events have occurred in the past that would constitute market disruption events.
The existence or non-existence of such circumstances in the past, however, is
not necessarily indicative of the likelihood of those circumstances occurring or
not occurring in the future and Lehman Brothers Holdings cannot predict the
likelihood of a market disruption event in the future.


                                      S-15


HYPOTHETICAL RETURNS

The table below illustrates, for a range of hypothetical average closing index
levels:

o    the hypothetical percentage change from the initial index level;

o    the hypothetical alternative redemption amount per $1,000 note;

o    the percentage change of alternative redemption amount over $1,000;

o    the hypothetical total amount payable at stated maturity per $1,000 note;

o    the hypothetical total rate of return; and

o    the hypothetical annualized pre-tax rate of return.



                                                      PERCENTAGE     HYPOTHETICAL
                    HYPOTHETICAL    HYPOTHETICAL      CHANGE OF      TOTAL AMOUNT
                     PERCENTAGE      ALTERNATIVE     ALTERNATIVE      PAYABLE AT                      HYPOTHETICAL
  HYPOTHETICAL      CHANGE FROM      REDEMPTION       REDEMPTION        STATED        HYPOTHETICAL     ANNUALIZED
 AVERAGE CLOSING   INITIAL INDEX     AMOUNT PER      AMOUNT OVER     MATURITY PER    TOTAL RATE OF    PRE-TAX RATE
   INDEX LEVEL         LEVEL         $1,000 NOTE        $1,000        $1,000 NOTE        RETURN         OF RETURN
 ---------------- -------------- ----------------- -------------- ---------------- ----------------- ---------------

       0.00           -100.00%      $   (280.00)       -128.00%        $1,000.00           0.00%           0.00%
      38.76            -80.00            (24.00)       -102.40          1,000.00           0.00            0.00
      77.52            -60.00            232.00         -76.80          1,000.00           0.00            0.00
     116.29            -40.00            488.00         -51.20          1,000.00           0.00            0.00
     155.05            -20.00            744.00         -25.60          1,000.00           0.00            0.00
     193.81              0.00          1,000.00           0.00          1,000.00           0.00            0.00
     232.57             20.00          1,256.00          25.60          1,256.00          25.60            4.66
     271.33             40.00          1,512.00          51.20          1,512.00          51.20            8.62
     310.10             60.00          1,768.00          76.80          1,768.00          76.80           12.07
     348.86             80.00          2,024.00         102.40          2,024.00         102.40           15.14
     387.62            100.00          2,280.00         128.00          2,280.00         128.00           17.92


The above figures are for purposes of illustration only. The actual amount
received by investors and the resulting total and annualized pre-tax rate of
return will depend entirely on the actual average closing index level and the
amount payable on the stated maturity date determined by the calculation agent.
In particular, the actual average closing index level could be lower or higher
than those reflected in the table.

You should compare the features of the notes to other available investments
before deciding to purchase the notes. Due to the uncertainty concerning the
amount payable on the stated maturity date, the return on investment with
respect to the notes may be higher or lower than the return available on other
securities issued by Lehman Brothers Holdings or by others and available through
Lehman Brothers Inc. You should reach an investment decision only after
carefully considering the suitability of the notes in light of your particular
circumstances.

CALCULATION AGENT

Lehman Brothers Inc., a subsidiary of Lehman Brothers Holdings, will act as
initial calculation agent for the notes. Pursuant to the calculation agency
agreement, Lehman Brothers Holdings may appoint a different calculation agent
from time to time after the date of this prospectus supplement without your
consent and without notifying you.

The calculation agent will determine the amount you receive on the stated
maturity date of the notes. The calculation agent will determine the alternative
redemption amount and whether you will receive the alternative redemption amount
or $1,000 per $1,000 note.

In addition, the calculation agent will determine, among other things:

o    whether adjustments are required to the index level under various
     circumstances;

o    the successor index if publication of the Dow Jones Global Titans 50 Index
     is discontinued;

o    the closing index level if no successor index is available or if Dow Jones
     or the publisher of any successor index, as the case may be, fails to


                                      S-16


     calculate and announce a closing index level on any date;

o    adjustments to the Dow Jones Global Titans 50 Index, the successor index or
     the closing index level if the method of calculating any of these items
     changes in a material respect or if the Dow Jones Global Titans 50 Index or
     successor index is in any other way modified so that it does not, in the
     opinion of the calculation agent, fairly represent the value of the Dow
     Jones Global Titans 50 Index, or successor index, as the case may be, had
     such changes or modifications not been made; and

o    whether a market disruption event has occurred;

All determinations made by the calculation agent will be at the sole discretion
of the calculation agent and, in the absence of manifest error, will be
conclusive for all purposes and binding on Lehman Brothers Holdings and you. The
calculation agent will have no liability for its determinations, except as
provided in the calculation agency agreement.

EVENTS OF DEFAULT AND ACCELERATION

If an event of default with respect to any notes has occurred and is continuing,
the amount payable to you upon any acceleration permitted under the senior
indenture will be equal to, per $1,000 note, the amount that would have been
payable at maturity, calculated as though the date of acceleration was the
stated maturity date and the date three business days before that date was the
valuation date. If a bankruptcy proceeding is commenced in respect of Lehman
Brothers Holdings, the claims of the holder of a note may be limited, under
Section 502(b)(2) of Title 11 of the United States Code, as though the
commencement of the proceeding was on the stated maturity date and the date
three business days before that date was the valuation date. See "Description of
Debt Securities--Defaults" beginning on page 13 of the accompanying prospectus.


                                      S-17


                      THE DOW JONES GLOBAL TITANS 50 INDEX

GENERAL

Lehman Brothers Holdings obtained all information regarding the Dow Jones Global
Titans 50 Index contained in this prospectus supplement, including its make-up,
method of calculation, and changes in its components, from publicly available
information. That information reflects the policies of, and is subject to change
by, Dow Jones. Dow Jones has no obligation to continue to publish, and may
discontinue publication of, the Dow Jones Global Titans 50 Index. The
consequences of Dow Jones' discontinuing publication of the Dow Jones Global
Titans 50 Index are described in the section entitled "Description of the Notes
--Discontinuance of the Dow Jones Global Titans 50 Index; alteration of method
of calculation." Lehman Brothers Holdings does not assume any responsibility for
the accuracy or completeness of any information relating to the Dow Jones Global
Titans 50 Index.

The Dow Jones Global Titans 50 Index is a float-adjusted index comprised of the
stocks of 50 of the world's largest and best known companies. The component
companies are headquartered around the world and do business internationally,
and therefore provide exposure to a number of economies around the world. As of
February 4, 2005, the component companies of the Dow Jones Global Titans 50 were
headquartered in the following countries (with the number of component companies
noted parenthetically): United States (29); United Kingdom (8); Switzerland (4);
Germany (2); the Netherlands (2); France (1); Italy (1); Finland (1); South
Korea (1) and Japan (1). The component companies of the Dow Jones Global Titans
50 Index are typically leaders within their industries and rank among the
world's largest companies. The stocks of the component companies are actively
traded and are typically included among the core holdings of institutional
portfolios.

As of February 4, 2005, the component companies of the Dow Jones Global Titans
50 were as follows:

     Abbott Laboratories
     Altria Group Inc.
     American International Group Inc.
     Astrazeneca PLC
     Bank of America Corp.
     Barclays PLC
     BellSouth Corp.
     BP PLC
     Chevron Texaco Corp.
     Cisco Systems Inc.
     Citigroup Inc.
     Coca-Cola Co.
     DaimlerChrysler AG NA
     Dell Inc.
     Eli Lilly & Co.
     ENI S.p.A.
     Exxon Mobil Corp.
     General Electric Co.
     GlaxoSmithKline PLC
     HBOS PLC
     HSBC Holdings PLC (US Reg)
     ING Groep N.V.
     Intel Corp.
     International Business Machines Corp.
     Johnson & Johnson
     JPMorgan Chase & Co.
     Merck & Co. Inc.
     Microsoft Corp.
     Morgan Stanley
     Nestle S.A.
     Nokia Corp.
     Novartis AG
     PepsiCo Inc.
     Pfizer Inc.
     Procter & Gamble Co.
     Roche Holding AG Part. Cert.
     Royal Bank of Scotland Group PLC
     Royal Dutch Petroleum Co.
     Samsung Electronics Co. Ltd.
     SBC Communications Inc.
     Siemens AG
     Time Warner Inc.
     Total S.A.
     Toyota Motor Corp.
     UBS AG
     Verizon Communications Inc.
     Vodafone Group PLC
     Wal-Mart Stores Inc.
     Walt Disney Co.
     Wyeth

Dow Jones uses a multi-factor methodology to construct the Dow Jones Global
Titans 50 Index. Initially, all of the stocks of the Dow Jones World Index are
included in an initial pool with a view towards ensuring that all potential
component companies are liquid and representative of the global markets. The Dow
Jones World Index is a broad market benchmark that covers 34 countries and the
10 economic sectors, 18 market sectors, 51 industry groups and 89 subgroups
defined by the Dow Jones Global Classification Standard. If a company does not
generate revenue from outside its home country, it is removed from the initial
pool. In addition, if a company has more than one class of stock in the

                                      S-18


initial pool, only the most liquid class of stock remains in the initial pool.

When the Dow Jones Global Titans 50 Index was created, the selection list for
the initial component companies was derived from the initial pool and was
comprised of the 100 companies in the initial pool with the largest free-float
market capitalization. Companies on the selection list were then ranked by each
of the following factors, weighed as indicated parenthetically: free-float
market capitalization (60%); revenues (20%); and net income (20%). The top 50
companies based on this final rank were selected as the initial component
companies of the Dow Jones Global Titans 50 Index. As used in this prospectus
supplement, "free-float market capitalization" of a company is equal to its full
market capitalization, adjusted to reflect the number of shares actually
available to investors. Four different kinds of ownership are considered by Dow
Jones during the float adjustment process: cross ownership (shares that are
owned by other companies, including banks and life insurance companies);
government ownership (shares that are owned by governments or their agencies);
private ownership (shares that are owned by individuals, families or charitable
trusts and foundations); and restricted ownership (shares that are not allowed
to be traded during a certain period of time). In determining a company's
free-float market capitalization, if an entity or individual in any of the four
categories mentioned above owns 5% or more of the company's outstanding shares,
none of the shares owned by such entity or individual will be considered
outstanding. However, no adjustment is made for ownership by institutional
investors such as custodian nominees, trustee companies, mutual funds and
investment companies. The number of outstanding shares will also be adjusted if
a government has a foreign ownership restriction of 5% or more, in which case
the lesser of the free-float shares outstanding or the portion that is available
for foreign investment is used for index calculations. If a company's free-float
market capitalization changes due to changes in its ownership structure, then
the new free-float market capitalization amount will be effective as the next
quarterly update of the Dow Jones Global Titans Index conducted by Dow Jones.

The composition of the Dow Jones Global Titans 50 Index is reviewed and revised
annually in June based on the free-float market capitalization of the companies
in the Dow Jones World Index as of the end of the preceding April. Each year the
selection list for the Dow Jones Global Titans 50 Index is derived from the
initial pool discussed above and is comprised of the stocks of the 50 component
companies currently in the Dow Jones Global Titans 50 Index plus the stocks of
the 50 largest noncomponent companies in the initial pool based on free-float
market capitalization. All of the companies on the selection list are then
ranked in the manner described in the preceding paragraph. The top 50 companies
based on this ranking are initially selected as component companies. This
initial selection is then finalized in the following manner: (i) any
noncomponent company falling among the top 30 companies on the selection list
will replace the lowest-ranked component company on the selection list; and (ii)
any component company that is not ranked among the top 70 companies on the
selection list is replaced by the highest ranked noncomponent company on the
selection list. Changes to the composition of the Dow Jones Global Titans 50
Index as a result of the annual review process are implemented in June after a
minimum two-week notification period. In addition to the annual review process,
Dow Jones continually reviews the composition of the Dow Jones Global Titans 50
Index to reflect extraordinary corporation actions involving the component
companies, such as mergers, takeovers, spinoffs, initial public offerings,
delistings and bankruptcy filings, that affect a company's eligibility for
inclusion in the Dow Jones Global Titans 50 Index and will make changes to the
composition of the index when necessary.

The Dow Jones Global Titans 50 Index is weighted by free-float market
capitalization, and the weighting of each component company is capped at 10% of
the Dow Jones Global Titans 50 Index total free-float market capitalization. The
component weights are reviewed and revised quarterly by Dow Jones in March,
June, September and December. In addition to the quarterly review process, these
weights are reviewed and revised on a continuous basis to reflect changes of
more than 10% in a component company's number of free-float shares outstanding
and other changes in the number of free-float shares outstanding due to certain
corporate actions.

Dow Jones uses a divisor to calculate the closing level of the Dow Jones Global
Titans 50 Index and it adjusts the divisor as needed to maintain the continuity
of the index and to prevent distortions due to: changes in the composition of
the index; changes in the weighting of the component companies (following
quarterly reviews or changes of more than 10% in a component company's number of
free-float shares outstanding); and corporate actions involving component
companies such as mergers, spinoffs, rights offerings, share repurchases, public
offerings, return of capital distributions, special cash distributions and
special stock distributions of other stocks.


                                      S-19


Dow Jones calculates the closing level of the Dow Jones Global Titans 50 Index
on each day on which the stocks of component companies accounting for at least
50% of the market capitalization of the Dow Jones Global Titans 50 Index are
trading. For this purpose, Dow Jones uses a 24-hour dissemination period to
reflect the inclusion of foreign securities in the Dow Jones Global Titans 50
Index. This means that the calculation of the index closing level for a
particular trading day begins at 5:15 p.m., New York City time, on the preceding
day and ends at 5:15 p.m., New York City time, on that trading day. The official
closing level of the Dow Jones Global Titans 50 Index is calculated using the
last traded price of each component company stock at the close of trading on its
primary market during that day's dissemination period and is published at 5:30
p.m., New York City time. If, on a particular day, a security does not trade at
all, or trading in a security is suspended before the opening of its primary
market or the primary market for a security is closed due to a holiday, Dow
Jones will use the security's closing prices for the previous day to calculate
the closing level for the Dow Jones Global Titans 50 Index for such day. All
trading prices are converted into U.S. dollars and the closing level for a
trading day is determined by using the last available currency quotes from
Reuters before 5:15 p.m., New York City time, on that trading day.

Neither we nor any of our affiliates accepts any responsibility for the
calculation, maintenance, or publication of, or for any error, omission, or
disruption in, the Dow Jones Global Titans 50 Index or any successor index. Dow
Jones does not guarantee the accuracy or the completeness of the Dow Jones
Global Titans 50 Index or any data included in the Dow Jones Global Titans 50
Index. Dow Jones assumes no liability, and disclaims all responsibility, for any
errors, omissions, or disruption in the calculation and dissemination of the Dow
Jones Global Titans 50 Index. Dow Jones disclaims all responsibility for the
manner in which the Dow Jones Global Titans 50 Index is applied in determining
the amount payable at maturity.

HISTORICAL INFORMATION

The following table sets forth the high and low index level, as well as
end-of-quarter closing index levels, of the Dow Jones Global Titans 50 Index for
each quarter in the period from January 1, 2000 through February 4, 2005. The
closing index level on February 4, 2005 was 193.81. The results shown should not
be considered as a representation of the income, yield or capital gain or loss
that may be generated by the Dow Jones Global Titans 50 Index in the future. It
is impossible to predict whether the level of the Dow Jones Global Titans 50
Index will rise or fall. The historical levels of the Dow Jones Global Titans 50
Index are not indications of future performance.

Lehman Brothers Holdings cannot give you any assurance that the level of the Dow
Jones Global Titans 50 Index will increase above the initial index level so that
on the stated maturity date you will receive more than the minimum amount
payable of $1,000 per $1,000 note.

All information in the table that follows was obtained from Bloomberg L.P.,
without independent verification.


                                      S-20



                                                     HIGH        LOW     PERIOD-END
                                                  ----------  ---------  ----------

2000
First Quarter..................................     294.00      257.53     287.39
Second Quarter.................................     288.47      261.42     271.60
Third Quarter..................................     278.82      251.21     252.61
Fourth Quarter.................................     255.74      225.52     231.92

2001
First Quarter..................................     241.56      195.64     203.45
Second Quarter.................................     228.45      196.70     212.15
Third Quarter..................................     214.73      168.34     184.93
Fourth Quarter.................................     202.83      184.31     199.70

2002
First Quarter..................................     203.89      183.44     194.09
Second Quarter.................................     194.46      163.44     168.43
Third Quarter..................................     168.67      135.30     137.20
Fourth Quarter.................................     161.83      134.76     151.18

2003
First Quarter..................................     159.05      134.92     142.71
Second Quarter.................................     170.66      144.94     163.24
Third Quarter..................................     172.07      160.40     165.36
Fourth Quarter.................................     184.79      169.35     184.79

2004
First Quarter..................................     191.85      178.32     183.28
Second Quarter.................................     187.33      179.00     184.91
Third Quarter..................................     185.09      176.36     181.40
Fourth Quarter.................................     195.41      179.07     195.01

2005
First Quarter (through February 4, 2005).......     195.01      188.69     193.81


LICENSE AGREEMENT BETWEEN DOW JONES AND LEHMAN BROTHERS HOLDINGS

Lehman Brothers Holdings has entered into a non-exclusive license agreement with
Dow Jones providing for the license to Lehman Brothers Holdings and certain of
its affiliated or subsidiary companies, in exchange for a fee, of the right to
use the Dow Jones Global Titans 50 Index in connection with the notes.

The license agreement between Dow Jones and Lehman Brothers Holdings provides
that the following language must be set forth in this prospectus supplement.

The notes are not sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones
makes no representation or warranty, express or implied, to the owners of the
notes or any member of the public regarding the advisability of investing in
securities generally or in the notes particularly. Dow Jones' only relationship
to Lehman Brothers Holdings is the licensing of certain trademarks, trade names,
and service marks of Dow Jones and of the Dow Jones Global Titans 50 Index,
which is determined, composed, and calculated by Dow Jones without regard to
Lehman Brothers Holdings or the notes. Dow Jones has no obligation to take
Lehman Brothers Holdings' needs or the needs of holders of the notes into
consideration in determining, composing, or calculating the Dow Jones Global
Titans 50 Index. Dow Jones is not responsible for and has not participated in
the determination of the timing of, prices at, or quantities of the notes to be
issued or in the determination or calculation of the alternative redemption
amount. Dow Jones has no obligation or liability in connection with the
administration, marketing, or trading of the notes.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF


                                      S-21


THE DOW JONES GLOBAL TITANS 50 INDEX OR ANY DATA INCLUDED THEREIN AND DOW JONES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
LEHMAN BROTHERS HOLDINGS, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE DOW JONES GLOBAL TITANS 50 INDEX OR ANY DATA INCLUDED
THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE DOW JONES GLOBAL TITANS 50 INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL, OR
CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
THERE ARE NO THIRD PARTY BENEFICIARIES OR ANY AGREEMENTS OR ARRANGEMENTS BETWEEN
DOW JONES AND LEHMAN BROTHERS HOLDINGS.


                                      S-22


                  UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material United States federal income and
estate tax consequences of the purchase, ownership, and disposition of notes as
of the date of this prospectus supplement. Except where noted, this summary
deals only with a note held as a capital asset by a United States holder who
purchases the note on original issue at its initial offering price, and it does
not deal with special situations. For example, this summary does not address:

o    tax consequences to holders who may be subject to special tax treatment,
     such as dealers in securities or currencies, traders in securities that
     elect to use the mark-to-market method of accounting for their securities,
     financial institutions, regulated investment companies, real estate
     investment trusts, investors in pass-through entities, tax-exempt entities
     or insurance companies;

o    tax consequences to persons holding notes as part of a hedging, integrated,
     constructive sale or conversion transaction or a straddle;

o    tax consequences to holders of notes whose "functional currency" is not the
     U.S. dollar;

o    alternative minimum tax consequences, if any; or

o    any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code
of 1986, as amended (which we refer to as the Code), and regulations, rulings
and judicial decisions as of the date of this prospectus supplement. Those
authorities may be changed, perhaps retroactively, so as to result in United
States federal income tax consequences different from those discussed below.

If a partnership holds notes, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding notes, you should consult your own
tax advisors.

If you are considering the purchase of notes, you should consult your own tax
advisors concerning the federal income and estate tax consequences in light of
your particular situation and any consequences arising under the laws of any
other taxing jurisdiction.

UNITED STATES HOLDERS

The following discussion is a summary of certain United States federal tax
consequences that will apply to you if you are a United States holder of notes.

For purposes of this discussion, a United States holder is a beneficial owner of
a note that is for. United States federal income tax purposes:

o    an individual citizen or resident of the United States;

o    a corporation (or other entity treated as a corporation) created or
     organized in or under the laws of the United States, any state thereof, or
     the District of Columbia;

o    an estate the income of which is subject to United States federal income
     taxation regardless of its source; or

o    a trust if it (1) is subject to the primary supervision of a court within
     the United States and one or more United States persons have the authority
     to control all substantial decisions of the trust or (2) has a valid
     election in effect under applicable Treasury regulations to be treated as a
     United States person.

A Non-United States holder is a holder of notes that is not a United States
holder.

ACCRUAL OF INTEREST

The Treasury regulations that apply to contingent payment debt obligations will
apply to the notes. All payments on the notes will be taken into account under
these Treasury regulations. As discussed more fully below, the effect of these
Treasury regulations will be to:

o    require you, regardless of your usual method of tax accounting, to use the
     accrual method with respect to the notes;

o    result in the accrual of original issue discount by you based on the
     "comparable yield" of the notes even though no cash payments will be made
     to you during the term of the notes; and


                                      S-23


o    generally result in ordinary rather than capital treatment of any gain, and
     to some extent loss, on the sale, exchange or other disposition of the
     notes.

Under the contingent payment debt regulations, you will be required to include
original issue discount in income each year, regardless of your usual method of
tax accounting, based on the "comparable yield" of the notes, which will
generally be the rate at which Lehman Brothers Holdings could issue a fixed rate
debt instrument with terms and conditions similar to the notes.

Lehman Brothers Holdings is required to provide the comparable yield to you and,
solely for tax purposes, is also required to provide a projected payment
schedule that estimates the amount and timing of contingent payments on the
notes. Lehman Brothers Holdings has determined that the comparable yield is an
annual rate of 4.21%, compounded semi-annually. Based on the comparable yield,
the projected payment schedule per $1,000 note is $1,231.30 due at maturity.
Lehman Brothers Holdings agrees and, by purchasing a note, you agree, for United
States federal income tax purposes, to be bound by Lehman Brothers Holdings'
determination of the comparable yield and projected payment schedule. As a
consequence, for United States federal income tax purposes, you must use the
comparable yield determined by Lehman Brothers Holdings and the projected
payments set forth in the projected payment schedule prepared by Lehman Brothers
Holdings in determining your interest accruals, and the adjustments thereto, in
respect of the notes.

THE COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE ARE NOT PROVIDED FOR ANY
PURPOSE OTHER THAN THE DETERMINATION OF YOUR INTEREST ACCRUALS AND ADJUSTMENTS
THEREOF IN RESPECT OF THE NOTES AND DO NOT CONSTITUTE A REPRESENTATION REGARDING
THE ACTUAL AMOUNT OF THE PAYMENT ON A NOTE.

The amount of original issue discount on a note for each accrual period is
determined by multiplying the comparable yield of the note, adjusted for the
length of the accrual period, by the note's adjusted issue price at the
beginning of the accrual period, determined in accordance with the rules set
forth in the contingent payment debt regulations. The amount of original issue
discount so determined is then allocated on a ratable basis to each day in the
accrual period that you held the note. Lehman Brothers Holdings is required to
provide information returns stating the amount of original issue discount
accrued on notes held of record by persons other than corporations and other
exempt owners.

If an actual contingent payment made on the notes differs from the projected
contingent payment, an adjustment will be made for the difference. A positive
adjustment, for the amount by which an actual payment exceeds the projected
contingent payment, will be treated as additional original issue discount in the
current year. A negative adjustment will:

o    first, reduce the amount of original issue discount required to be accrued
     in the current year; and

o    second, any negative adjustments that exceed the amount of original issue
     discount accrued in the current year will be treated as ordinary loss to
     the extent of your total prior original issue discount inclusions with
     respect to the note.

SALE, EXCHANGE OR OTHER DISPOSITION OF NOTES

Upon the sale, exchange or other disposition of a note, you will recognize gain
or loss equal to the difference between your amount realized and your adjusted
tax basis in the note. Such gain on a note generally will be treated as ordinary
income. Loss from the disposition of a note will be treated as ordinary loss to
the extent of your prior net original issue discount inclusions with respect to
the note. Any loss in excess of that amount will be treated as capital loss.
Special rules apply in determining the tax basis of a note. Your adjusted tax
basis in a note is generally increased by original issue discount you previously
accrued on the note.

NON-UNITED STATES HOLDERS

The following discussion is a summary of certain United States federal tax
consequences that will apply to you if you are a Non-United States holder of
notes. Special rules may apply to you if you are a controlled foreign
corporation, passive foreign investment company or, in certain circumstances, an
individual who is a United States expatriate and therefore subject to special
treatment under the Code. You should consult your own tax advisors to determine
the United States federal, state, local and other tax consequences that may be
relevant to you.


                                      S-24


UNITED STATES FEDERAL WITHHOLDING TAX

The 30% United States federal withholding tax will not apply to any payment,
including original issue discount, on a note under the portfolio interest rule
provided that:

o    interest paid on the note is not effectively connected with your conduct of
     a trade or business in the United States;

o    you do not actually, or constructively, own 10% or more of the total
     combined voting power of all classes of Lehman Brothers Holdings' voting
     stock within the meaning of the Code and the Treasury regulations;

o    you are not a controlled foreign corporation that is related to Lehman
     Brothers Holdings through stock ownership;

o    you are not a bank whose receipt of interest on a note is described in
     Section 881(c)(3)(A) of the Code;

o    any stocks underlying the Dow Jones Global Titans 50 Index remain actively
     traded on an established financial market within the meaning of Section
     871(h)(4)(C)(v)(I) of the Code and are not a United States real property
     interest as defined in Section 897(c)(1) of the Code; and

o    (1) you provide your name and address on an Internal Revenue Service
     ("IRS") Form W-8BEN and certify, under penalties of perjury, that you are
     not a United States holder or (2) you hold your notes through certain
     foreign intermediaries and you satisfy the certification requirements of
     applicable Treasury regulations. Special certification rules apply to
     holders that are pass-through entities rather than individuals.

If you cannot satisfy the requirements described above, payments, including
original issue discount, made to you will be subject to a 30% United States
federal withholding tax, unless you provide Lehman Brothers Holdings with a
properly executed (1) IRS Form W-8BEN (or other applicable form) claiming an
exemption from, or reduction in, withholding under the benefit of an applicable
tax treaty or (2) IRS Form W-8ECI stating that interest paid on a note is not
subject to withholding tax because it is effectively connected with your conduct
of a trade or business in the United States as described below under "United
States federal income tax". Alternative documentation may be applicable in
certain situations.

UNITED STATES FEDERAL INCOME TAX

Any gain or income on a note will generally be subject to United States federal
income tax if you are engaged in a trade or business in the United States, and
gain or income on the notes is effectively connected with the conduct of that
trade or business. In such case, you will be subject to United States federal
income tax on such gain or income on a net income basis (although exempt from
the 30% withholding tax, provided you comply with certain certification and
disclosure requirements discussed above under "United States federal withholding
tax") in the same manner as if you were a United States holder. In addition, if
you are a foreign corporation, you may be subject to a branch profits tax equal
to 30%, or lower applicable treaty rate, of your earnings and profit for the
taxable year, subject to adjustments, that are effectively connected with the
conduct by you of a trade or business in the United States.

UNITED STATES FEDERAL ESTATE TAX

Your estate will not be subject to United States federal estate tax on notes
beneficially owned by you at the time of your death, provided that any payment
to you on a note, including original issue discount, would be eligible for
exemption from the 30% withholding tax under the rules described in the bullet
points above under "--Non-United States holders--United States federal
withholding tax," without regard to the certification requirements of the sixth
bullet point.

INFORMATION REPORTING AND BACKUP WITHHOLDING

If you are a United States holder of notes, information reporting requirements
will generally apply to all payments Lehman Brothers Holdings makes to you and
the proceeds from the sale of a note paid to you, unless you are an exempt
recipient such as a corporation. Backup withholding tax will apply to those
payments if you fail to provide a taxpayer identification number, a
certification of exempt status, or if you fail to report in full interest
income.

If you are a Non-United States holder of notes, Lehman Brothers Holdings must
report annually to the IRS and to you the amount of payments Lehman Brothers
Holdings makes to you and the tax withheld with respect to such payments,
regardless of whether withholding was required. Copies of the information
returns reporting such payments and withholding


                                      S-25


may also be made available to the tax authorities in the country in which you
reside under the provisions of an applicable income tax treaty. In general, you
will not be subject to backup withholding regarding payments Lehman Brothers
Holdings makes to you provided that Lehman Brothers Holdings does not have
actual knowledge or reason to know that you are a United States holder and
Lehman Brothers Holdings has received from you the statement described above
under "Non-United States holders--United States federal withholding tax." In
addition, you will be subject to information reporting and, depending on the
circumstances, backup withholding regarding the proceeds of the sale of a note
made within the United States or conducted through United States-related
intermediaries, unless the payor receives the statement described above and does
not have actual knowledge or reason to know that you are a United States holder,
or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or credit against your United States federal income tax liability
provided the required information is furnished to the IRS.


                                      S-26


                          CERTAIN ERISA CONSIDERATIONS

Each person considering the use of plan assets of a pension, profit-sharing or
other employee benefit plan, individual retirement account, Keogh plan or other
retirement plan, account or arrangement (a "plan") to acquire or hold the notes
should consider whether an investment in the notes would be consistent with the
documents and instruments governing the plan, and whether the investment would
involve a prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code.
In this regard the U.S. Department of Labor, or DOL, has suggested that at the
time of acquisition of any notes, no more than 15% of a plan's assets should be
invested in the notes.

Section 406 of ERISA and Section 4975 of the Code prohibit plans subject to
Title I of ERISA and/or Section 4975 of the Code ("ERISA plans") from engaging
in certain transactions involving "plan assets" with persons who are "parties in
interest" under ERISA or "disqualified persons" under the Code ("parties in
interest") with respect to the plan. A violation of these prohibited transaction
rules may result in civil penalties or other liabilities under ERISA and/or an
excise tax under Section 4975 of the Code for those persons, unless exemptive
relief is available under an applicable statutory, regulatory or administrative
exemption. Certain plans including those that are governmental plans (as defined
in Section 3(32) of ERISA), certain church plans (as defined in Section 3 (33)
of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are not
subject to the requirements of ERISA or Section 4975 of the Code but may be
subject to similar provisions under applicable federal, state, local, foreign or
other regulations, rules or laws ("similar laws").

The acquisition of the notes by an ERISA plan with respect to which the Lehman
Brothers Holdings Inc., Lehman Brothers Inc. or certain of their affiliates is
or becomes a party in interest may constitute or result in prohibited
transactions under ERISA or Section 4975 of the Code, unless those notes are
acquired pursuant to and in accordance with an applicable exemption. The DOL has
issued prohibited transaction class exemptions, or "PTCEs", as well as
individual exemptions that may provide exemptive relief if required for direct
or indirect prohibited transactions that may arise from the purchase or holding
of the notes.

In addition, Lehman Brothers Holdings has obtained from the DOL an exemption
from the prohibited transaction rules that, if the conditions set forth therein
are satisfied, will provide relief to permit the purchase and holding of notes
by an ERISA plan for whom we or one of our affiliates is a service provider.
This exemption was issued by the DOL pursuant to its "Expedited Exemption
Procedure" under PTCE 96-62. Copies of both the proposed and final exemption are
available from Lehman Brothers Holdings upon request. Purchasers and holders of
the notes have exclusive responsibility for ensuring that their purchase and
holding of the notes do not violate the prohibited transaction or other rules of
ERISA, the Code or applicable similar laws, and nothing herein should be
construed as a representation or suggestion by Lehman Brothers Holdings Inc.,
Lehman Brothers Inc. or any of their respective affiliates that the purchase or
holding of the notes will satisfy any such rules.

Each purchaser and holder of the notes or any interest in the notes will be
deemed to have represented by its purchase or holding of the notes that either
(1) it is not a plan or a plan asset entity and is not purchasing or holding
those notes on behalf of or with "plan assets" of any plan or plan asset entity
or (2) the purchase or holding of the notes will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
violation under any applicable similar laws.

Due to the complexity of these rules and the penalties that may be imposed upon
persons involved in non-exempt prohibited transactions, it is important that
fiduciaries or other persons considering purchasing the notes on behalf of or
with "plan assets" of any plan or plan asset entity consult with their counsel
regarding the availability of exemptive relief under any of the PTCEs listed
above or any other applicable exemption, or the potential consequences of any
purchase or holding under similar laws, as applicable.


                                      S-27


                               BOOK-ENTRY ISSUANCE

The notes will be represented by one or more global securities that will be
deposited with and registered in the name of The Depository Trust Company, or
DTC, or its nominee. This means that Lehman Brothers Holdings will not issue
certificates to you for the notes. Each global security will be issued to DTC
which will keep a computerized record of its participants (for example, a
broker) whose clients have purchased the notes. Each participant will then keep
a record of its clients. Unless it is exchanged in whole or in part for a
certificated security, a global security may not be transferred. However, DTC,
its nominees and their successors may transfer a global security as a whole to
one another.

Beneficial interests in a global security will be shown on, and transfers of the
global security will be made only through, records maintained by DTC and its
participants. DTC holds securities that its direct participants deposit with
DTC. DTC also records the settlements among direct participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for direct participants' accounts. This eliminates the need
to exchange certificates. Direct participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC's book-entry system is also used by other organizations such
as securities brokers and dealers, banks and trust companies that work through a
direct participant.

When you purchase notes through the DTC system, the purchases must be made by or
through a direct participant, who will receive credit for the notes on DTC's
records. Since you actually own the notes, you are the beneficial owner. Your
ownership interest will only be recorded on the direct or indirect participants'
records. DTC has no knowledge of your individual ownership of the notes. DTC's
records only show the identity of the direct participants and the amount of the
notes held by or through them. You will not receive a written confirmation of
your purchase or sale or any periodic account statement directly from DTC. You
should instead receive these from your direct or indirect participant. As a
result, the direct or indirect participants are responsible for keeping accurate
account of the holdings of their customers like you.

The trustee for the notes will wire payments on the notes to DTC's nominee.
Lehman Brothers Holdings and the trustee will treat DTC's nominee as the owner
of each global security for all purposes. Accordingly, Lehman Brothers Holdings,
the trustee and any paying agent will have no direct responsibility or liability
to pay amounts due on the global security to you or any other beneficial owners
in the global security. It is DTC's current practice, upon receipt of any
payment, to proportionally credit direct participants' accounts on the payment
date based on their holdings. In addition, it is DTC's current practice to pass
through any consenting or voting rights to the participants by using an omnibus
proxy. Those participants in turn will make payments to and solicit votes from
you, the ultimate owner of notes based on customary practices. Payments to you
will be the responsibility of the participants and not of DTC, the trustee or
Lehman Brothers Holdings.

Notes represented by a global security will be exchangeable for certificated
securities with the same terms in authorized denominations only if:

o    DTC is unwilling or unable to continue as depositary or ceases to be a
     clearing agency registered under applicable law and a successor is not
     appointed by Lehman Brothers Holdings within 90 days; or

o    Lehman Brothers Holdings decides to discontinue use of the book-entry
     system.

If the global security is exchanged for certificated securities, the trustee
will keep the registration books for the notes at its corporate office and
follow customary practices and procedures.

DTC has provided Lehman Brothers Holdings with the following information: DTC is
a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934. DTC is owned by a number of its direct participants and by The New York
Stock Exchange, the American Stock Exchange and the National Association of
Securities Dealers, Inc. The rules that apply to DTC and its participants are on
file with the Securities and Exchange Commission.


                                      S-28


CLEARSTREAM AND EUROCLEAR

Links have been established among DTC, Clearstream Banking and Euroclear (two
European book-entry depositories similar to DTC), to facilitate the initial
issuance of the notes and cross-market transfers of the notes associated with
secondary market trading.

Although DTC, Clearstream and Euroclear have agreed to the procedures provided
below in order to facilitate transfers, they are under no obligation to perform
those procedures and those procedures may be modified or discontinued at any
time.

Clearstream and Euroclear will record the ownership interests of their
participants in much the same way as DTC, and DTC will record the aggregate
ownership of each U.S. agent of Clearstream and Euroclear, as participants in
DTC.

When notes are to be transferred from the account of a DTC participant to the
account of a Clearstream participant or a Euroclear participant, the purchaser
must send instructions to Clearstream or Euroclear through a participant at
least one business day prior to settlement. Clearstream or Euroclear, as the
case may be, will instruct its U.S. agent to receive the notes against payment.
After settlement, Clearstream or Euroclear will credit its participant's
account. Credit for the notes will appear on the next day, European time.

Because the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending notes to the relevant
U.S. agent acting for the benefit of Clearstream or Euroclear participants. The
sale proceeds will be available to the DTC seller on the settlement date. Thus,
to the DTC participant, a cross-market transaction will settle no differently
than a trade between two DTC participants.

When a Clearstream or Euroclear participant wishes to transfer notes to a DTC
participant, the seller must send instructions to Clearstream or Euroclear
through a participant at least one business day prior to settlement. In these
cases, Clearstream or Euroclear will instruct its U.S. agent to transfer notes
against payment. The payment will then be reflected in the account of the
Clearstream or Euroclear participant the following day, with the proceeds
back-valued to the value date; which day would be the preceding day, when
settlement occurs in New York. If settlement is not completed on the intended
value date (i.e., the trade fails), proceeds credited to the Clearstream or
Euroclear participant's account would instead be valued as of the actual
settlement date.


                                      S-29


                                  UNDERWRITING

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc., the
underwriter, all of the notes.

The underwriter has advised Lehman Brothers Holdings that it proposes to
initially offer the notes to the public at the public offering price indicated
on the cover page of this prospectus supplement; it may also offer notes to
certain dealers at the same price less a concession not in excess of 2.5% of the
principal amount of the notes. After the initial public offering of the notes is
completed, the public offering price and concessions may be changed.

In connection with the offering, the rules of the Securities and Exchange
Commission permit the underwriter to engage in various transactions that
stabilize the price of the notes. These transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
notes. If the underwriter creates a short position in the notes in connection
with the offering (that is, if it sells a larger number of the notes than is
indicated on the cover page of this prospectus supplement), the underwriter may
reduce that short position by purchasing notes in the open market.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of those purchases. Neither
Lehman Brothers Holdings nor the underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the notes. In addition, neither Lehman
Brothers Holdings nor the underwriter makes any representation that the
underwriter will in fact engage in transactions described in this paragraph, or
that those transactions, once begun, will not be discontinued without notice.

Lehman Brothers Holdings has granted to the underwriter an option to purchase,
at any time within 13 days of the original issuance of the notes, up to $600,000
additional aggregate principal amount of notes solely to cover over-allotments.
To the extent that the option is exercised, the underwriter will be committed,
subject to certain conditions, to purchase the additional notes. If this option
is exercised in full, the total public offering price, underwriting discount and
proceeds to Lehman Brothers Holdings would be $4,600,000, $115,000 and
$4,485,000, respectively.

The underwriter may not confirm sales to any account over which it exercises
discretionary authority without the prior written approval of the customer.

Lehman Brothers Holdings will pay certain expenses, expected to be approximately
$40,000, associated with the offer and sale of the notes.

Lehman Brothers Holdings has agreed to indemnify the underwriter against some
liabilities, including liabilities under the Securities Act of 1933.

The underwriting arrangements for this offering comply with the requirements of
Rule 2720 of the National Association of Securities Dealers, Inc. regarding a
National Association of Securities Dealers, Inc. member firm underwriting
securities of its affiliate.

A prospectus supplement and the accompanying prospectus in electronic format may
be made available on the Internet sites or through other online services
maintained by the underwriter and/or selling group members participating in this
offering, or by their affiliates. In those cases, prospective investors may view
offering terms online and, depending upon the particular underwriter or selling
group member, prospective investors may be allowed to place orders online. The
underwriter may agree with Lehman Brothers Holdings to allocate a specific
number of shares for sale to online brokerage account holders. Any such
allocation for online distributions will be made by the underwriter on the same
basis as other allocations.

Other than the prospectus supplement and the accompanying prospectus in
electronic format, the information on the underwriter's or any selling group
member's website and any information contained in any other website maintained
by the underwriter or selling group member is not part of the prospectus
supplement, the accompanying prospectus or the registration statement of which
this prospectus supplement and the accompanying prospectus form a part, has not
been approved and/or endorsed by Lehman Brothers Holdings or the underwriter or
any selling group member in its capacity as underwriter or selling group member
and should not be relied upon by investors.


                                      S-30


                                     EXPERTS

The consolidated financial statements and financial statement schedule of Lehman
Brothers Holdings as of November 30, 2003 and 2002, and for each of the years in
the three-year period ended November 30, 2003, have been audited by Ernst &
Young LLP, independent certified public accountants, as set forth in their
report on the consolidated financial statements. The consolidated financial
statements and accountant's report are incorporated by reference in Lehman
Brothers Holdings' annual report on Form 10-K for the year ended November 30,
2003, and incorporated by reference in this prospectus supplement. The
consolidated financial statements of Lehman Brothers Holdings referred to above
are incorporated by reference in this prospectus supplement in reliance upon the
report given on the authority of Ernst & Young LLP as experts in accounting and
auditing.


                                      S-31




                               [GRAPHIC OMITTED]



                                 $4,000,000



                          LEHMAN BROTHERS HOLDINGS INC.


                      DOW JONES GLOBAL TITANS 50 INDEX(SM)
              STOCK UPSIDE NOTE SECURITIES(R) DUE FEBRUARY 9, 2010

                                  -------------

                              PROSPECTUS SUPPLEMENT
                                FEBRUARY 4, 2005


                              (INCLUDING PROSPECTUS
                              DATED JUNE 21, 2001)

                                  -------------

                                 LEHMAN BROTHERS