Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-134553


The information in this preliminary pricing supplement is not complete and may
be changed. This preliminary pricing supplement and the accompanying prospectus
supplements and prospectus are not an offer to sell these securities and we are
not soliciting an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.

                   SUBJECT TO COMPLETION, DATED AUGUST 8, 2006

PRELIMINARY PRICING SUPPLEMENT No.
to Prospectus Supplement dated May 30, 2006
to Prospectus Supplement dated May 30, 2006
and Prospectus dated May 30, 2006

                                [_____] YEELDS(R)
                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES I
    9.55% Yield Enhanced Equity Linked Debt Securities Due February 15, 2007
  Performance Linked to the Common Stock of Bristol-Myers Squibb Company (BMY)

Because these notes are part of a series of Lehman Brothers Holdings' debt
securities called Medium-Term Notes, Series I, this preliminary pricing
supplement and the accompanying prospectus supplement, dated May 30, 2006 (the
"YEELDS prospectus supplement") should also be read with the accompanying
prospectus supplement, dated May 30, 2006 (the "MTN prospectus supplement") and
the accompanying prospectus dated May 30, 2006 (the "base prospectus"). Terms
used here have the meanings given them in the YEELDS prospectus supplement, the
MTN prospectus supplement or the base prospectus, unless the context requires
otherwise.

o INDEX STOCK ISSUER: Bristol-Myers Squibb Company. Bristol-Myers Squibb Company
is not involved in this offering and has no obligation with respect to the
notes.

o INDEX STOCK: The common stock of the index stock issuer.

o PRINCIPAL AMOUNT: An amount per YEELDS equal to the initial value, and, in the
aggregate, $[       ].

o STATED MATURITY DATE: February 15, 2007, subject to postponement if the
valuation date is postponed.

o VALUATION DATE: February 8, 2007, subject to postponement if a market
disruption event occurs or if such day is not a scheduled trading day, as
described under the caption "Description of the Notes-Settlement value" on page
SS-14 of the YEELDS prospectus supplement.

o DETERMINATION PERIOD: Five business days.

o COUPON RATE: 9.55% per annum.

o COUPON PAYMENT DATES: The 15th calendar day of each month, commencing on
September 15, 2006.

o COUPON RECORD DATES: 15 calendar days prior to each coupon payment date.

o INITIAL VALUE: The average execution price per share for the index stock that
an affiliate of Lehman Brothers Holdings will pay to hedge Lehman Brothers
Holdings' obligations under the notes.

o EQUITY CAP PRICE: 110.0% of the initial value.

o TRIGGER PRICE: 80.0% of the initial value.

o BASE DIVIDEND: $0.280, which is the amount of the quarterly dividend per share
of common stock most recently paid by Bristol-Myers Squibb Company prior to the
date of the pricing supplement.

o EFFECTIVE DIVIDEND ADJUSTMENT DATE: The first business day immediately
following the 20th day of each February, May, August and November and the
valuation date, as applicable.

o Payment at maturity: On the stated maturity date, Lehman Brothers Holdings
will pay you, per YEELDS, the lesser of:

(1) the alternative redemption amount; and
(2) the equity cap price

provided that, if the adjusted intraday price of the index stock multiplied by
the multiplier then in effect is at or above the trigger price on all scheduled
trading days during the measurement period and the settlement value is less than
the initial value, Lehman Brothers Holdings will pay you the initial value per
YEELDS.

The adjusted intraday price of the index stock at any time during regular
trading hours on any scheduled trading day will equal the then-current intraday
price of the index stock, plus the dividend adjustment amount in effect on such
scheduled trading day. The measurement period will begin on the date of the
pricing supplement and end on the valuation date.

Because the principal amount is equal to the initial value, the alternative
redemption amount per YEELDS will equal the settlement value.

The settlement value will be based upon the adjusted closing price of the index
stock on the valuation date, as described beginning on page SS-14 of the YEELDS
prospectus supplement under "Description of the Notes-Settlement Value".

o Stock settlement option: Yes, at the option of Lehman Brothers Holdings at
maturity, as described under the caption "Description of the Notes-Stock
Settlement" on page SS-19 of the YEELDS prospectus supplement. Lehman Brothers
Holdings will provide the trustee with written notice no later than the
valuation date if it elects the stock settlement option.

o Denominations: An amount equal to the initial value and integral multiples
thereof.

o Listing: The YEELDS will not be listed on any exchange.

o CUSIP No.:

o ISIN No.:


  Investing in the notes involves risks. Risk Factors begin on page SS-7 of the
                          YEELDS prospectus supplement.

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

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

                                                  Per YEELDS         Total
                                                ---------------  --------------
Public offering price...........................$                $
Underwriting discount...........................$                $
Proceeds to Lehman Brothers Holdings............$                $

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

Lehman Brothers Holdings has granted the underwriter an option to purchase,
within 13 days of the original issuance, up to an additional [_____] YEELDS on
the same terms and conditions 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 August 15, 2006.

                             ----------------------
                                 LEHMAN BROTHERS

August     , 2006
"YEELDS" is a registered trademark of Lehman Brothers Inc.



                     EXAMPLES OF AMOUNT PAYABLE AT MATURITY

Here are three examples of the amount that may be payable on the stated maturity
date. In each of these examples it is assumed that (a) Bristol-Myers Squibb
Company does not change the amount of the quarterly cash dividends that it pays
on its shares of common stock during the term of the YEELDS, (b) the initial
value is $21.25, (c) the equity cap price is $23.3750 and (d) the trigger price
is $17.00.

EXAMPLE 1. ASSUMING THE SETTLEMENT VALUE IS $18.06 AND THE ADJUSTED INTRADAY
PRICE OF THE INDEX STOCK MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT WAS AT OR
ABOVE THE TRIGGER PRICE ON ALL SCHEDULED TRADING DAYS DURING THE MEASUREMENT
PERIOD:

As a result, because (i) the settlement value of $18.06 is less than $21.25 and
(ii) the adjusted intraday price of the index stock multiplied by the multiplier
then in effect was at or above $17.00 on all scheduled trading days during the
measurement period, on the stated maturity date, you would receive $21.25 per
YEELDS, plus accrued but unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date the number of shares of the index stock and cash having a value on
the valuation date equal to $21.25 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, one share of index stock and $3.19 in cash, plus accrued but unpaid
coupon payments.

EXAMPLE 2. ASSUMING THE SETTLEMENT VALUE IS $15.93 AND THE ADJUSTED INTRADAY
PRICE OF THE INDEX STOCK MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT FELL BELOW
THE TRIGGER PRICE ON A SCHEDULED TRADING DAY DURING THE MEASUREMENT PERIOD:

As a result, because (i) the settlement value of $15.93 is less than $21.25 and
(ii) the adjusted intraday price of the index stock multiplied by the multiplier
then in effect fell below $17.00 on a scheduled trading day during the
measurement period, on the stated maturity date, you would receive $15.93 per
YEELDS, plus accrued but unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date a number of shares of the index stock and cash having a value on
the valuation date equal to $15.93 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, one share of index stock, plus accrued but unpaid coupon payments.

EXAMPLE 3. ASSUMING THE SETTLEMENT VALUE IS $24.43:

As a result, because $23.3750 is less than the settlement value of $24.43, on
the stated maturity date, you would receive $23.3750 per YEELDS, plus accrued
but unpaid coupon payments.

In the case of stock settlement in this example, you would receive on the stated
maturity date a number of shares of the index stock and cash having a value on
the valuation date equal to $23.3750 per YEELDS, plus accrued but unpaid coupon
payments. Accordingly, you would receive on the stated maturity date if you held
one YEELDS, $23.3750 in cash, plus accrued but unpaid coupon payments. To the
extent that you hold more than one YEELDS, the calculations of cash payments in
lieu of fractional shares would be made on an aggregate, rather than on a per
YEELDS, basis. For example, if you held 470,600 YEELDS, you would receive on the
stated maturity date in total, 450,277 shares of index stock and $7.89 in cash,
plus accrued but unpaid coupon payments.

To the extent the actual settlement value, initial value, equity cap price or
trigger price differs from the values assumed above or that Bristol-Myers Squibb
Company changes the amount of the quarterly cash dividends it pays, the results
indicated above would be different.

                                      PS-2




                       INDEX STOCK ISSUER AND INDEX STOCK

BRISTOL-MYERS SQUIBB COMPANY

Lehman Brothers Holdings has obtained the following information regarding
Bristol-Myers Squibb Company from Bristol-Myers Squibb Company's reports filed
with the SEC.

Bristol-Myers Squibb Company, through its divisions and subsidiaries, is engaged
in the discovery, development, licensing, manufacturing, marketing, distribution
and sale of pharmaceuticals and other health care related products.
Bristol-Myers Squibb Company has three reportable segments--Pharmaceuticals,
Nutritionals and Other Health Care. The Pharmaceuticals segment is made up of
the global pharmaceutical and international consumer medicines business. The
Nutritionals segment consists of Mead Johnson Nutritionals (Mead Johnson),
primarily an infant formula and children's nutritionals business. The Other
Health Care segment consists of ConvaTec, Medical Imaging and Consumer Medicines
(U.S. and Canada) businesses.

The index stock is registered under the Securities Exchange Act of 1934.
Companies with securities registered under that Act are required to file
periodically certain financial and other information specified by the SEC.
Information provided to or filed with the SEC can be inspected and copied at the
public reference facilities maintained by the SEC or through the SEC's website
described under "Where You Can Find More Information" on page 58 of the
accompanying base prospectus. In addition, information regarding the index stock
issuer may be obtained from other sources including, but not limited to, press
releases, newspaper articles and other publicly disseminated documents.

HISTORICAL INFORMATION ABOUT THE INDEX STOCK

The shares of common stock of Bristol-Myers Squibb Company are listed on The New
York Stock Exchange under the symbol "BMY".

The following table presents the high and low closing prices for the shares of
common stock of Bristol-Myers Squibb Company, as reported on The New York Stock
Exchange during each fiscal quarter in 2003, 2004, 2005 and 2006 (through the
business day immediately prior to the date of this preliminary pricing
supplement), and the closing price at the end of each quarter in 2003, 2004,
2005 and 2006 (through the business day immediately prior to the date of this
preliminary pricing supplement).

The historical prices of the index stock are not necessarily indicative of
future performance. Lehman Brothers Holdings cannot assure you that the price of
the index stock will remain at, or increase above, the initial value;
accordingly, there can be no assurance that the payment you receive at maturity
will equal or exceed the principal amount. The historical prices below have been
adjusted to reflect any stock splits or reverse stock splits.

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


                                      PS-3




                                               HIGH          LOW      PERIOD END
                                             ---------     -------    ----------
2003

   First Quarter ..........................  $ 25.41       $ 21.13      $ 21.13
   Second Quarter..........................    28.86         21.85        27.15
   Third Quarter...........................    27.60         25.17        25.66
   Fourth Quarter..........................    28.60         24.25        28.60

2004

   First Quarter ..........................  $ 30.64       $ 24.00      $ 24.23
   Second Quarter..........................    26.18         24.02        24.50
   Third Quarter...........................    24.68         22.50        23.67
   Fourth Quarter..........................    25.83         22.95        25.62

2005

   First Quarter ..........................  $ 25.54       $ 23.44      $ 25.46
   Second Quarter .........................    26.48         24.90        24.98
   Third Quarter ..........................    25.27         23.97        24.06
   Fourth Quarter .........................    23.95         21.03        22.98

2006

   First Quarter...........................  $ 25.52       $ 21.33      $ 24.61
   Second Quarter .........................    25.86         23.86        25.86
   Third Quarter (through the business day
     immediately prior to the date of this
     preliminary pricing supplement).......    25.99         22.75        22.77

                                      PS-4



                              HYPOTHETICAL RETURNS

The tables below illustrates, for a range of hypothetical settlement values on
the valuation date, in each case assuming that (a) the investment is held from
the date on which the YEELDS are first issued until the stated maturity date,
(b) Bristol-Myers Squibb Company does not change the amount of the quarterly
cash dividends that it pays on its shares of common stock during the term of the
YEELDS, (c) the initial value is $21.25, (d) the equity cap price is $23.3750
and (e) the trigger price is $17.00:

o    the percentage change from the issue price to the hypothetical settlement
     value on the valuation date;

o    the total coupon payments paid or payable on or before the stated maturity
     date per YEELDS;

o    the hypothetical total amount payable per YEELDS on the stated maturity
     date;

o    the hypothetical total annualized yield on the YEELDS on the stated
     maturity date; and

o    the hypothetical total annualized yield from direct ownership of the index
     stock.

The hypothetical results illustrated in the first table assume that the adjusted
intraday price of the index stock multiplied by the multiplier then in effect is
at or above the trigger price on all scheduled trading days during the
measurement period. Those in the second table assume that the adjusted intraday
price of the index stock multiplied by the multiplier then in effect has fallen
below the trigger price on any scheduled trading day during the measurement
period.

TABLE 1: ADJUSTED INTRADAY PRICE MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT IS
AT OR ABOVE THE TRIGGER PRICE ON ALL SCHEDULED TRADING DAYS DURING THE
MEASUREMENT PERIOD.








                        PERCENTAGE        TOTAL COUPON
                      CHANGE FROM THE     PAYMENTS PAID      HYPOTHETICAL      HYPOTHETICAL
                      ISSUE PRICE TO      OR PAYABLE ON      TOTAL AMOUNT    TOTAL ANNUALIZED       HYPOTHETICAL
   HYPOTHETICAL      THE HYPOTHETICAL     OR BEFORE THE      PAYABLE PER       YIELD ON THE       TOTAL ANNUALIZED
 SETTLEMENT VALUE    SETTLEMENT VALUE    STATED MATURITY    YEELDS ON THE     YEELDS ON THE          YIELD FROM
 ON THE VALUATION    ON THE VALUATION         DATE         STATED MATURITY   STATED MATURITY      DIRECT OWNERSHIP
       DATE                DATE            PER YEELDS          DATE (1)          DATE (2)          OF INDEX STOCK
 ----------------    ----------------    ---------------   ---------------   ----------------     ----------------

     $17.0000              -20%              $1.0147           $21.2500             9.9%             -36.0%
     $19.1250              -10%              $1.0147           $21.2500             9.9%             -19.0%
     $21.2500                0%              $1.0147           $21.2500             9.9%               0.0%
     $22.3125                5%              $1.0147           $22.3125            20.8%              10.3%
     $23.3750               10%              $1.0147           $23.3750            32.1%              21.0%
     $25.5000               20%              $1.0147           $23.3750            32.1%              44.0%
     $27.6250               30%              $1.0147           $23.3750            32.1%              69.0%



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

(1) Excludes accrued but unpaid coupon payments payable on the stated maturity
    date.

(2) The hypothetical total annualized yield on the stated maturity date
    represents the coupon rate per year used in determining the present values,
    discounted to the original issue date (computed on the basis of a 360-day
    year of twelve 30-day months compounded annually), of all payments made or
    to be made on the YEELDS, including the amount payable on the stated
    maturity date and all coupon payments through the stated maturity date, the
    sum of these present values being equal to the original issue price.

                                      PS-5





TABLE 2: ADJUSTED INTRADAY PRICE MULTIPLIED BY THE MULTIPLIER THEN IN EFFECT HAS
FALLEN BELOW THE TRIGGER PRICE ON ANY SCHEDULED TRADING DAY DURING THE
MEASUREMENT PERIOD.






                        PERCENTAGE        TOTAL COUPON
                      CHANGE FROM THE     PAYMENTS PAID      HYPOTHETICAL      HYPOTHETICAL
                      ISSUE PRICE TO      OR PAYABLE ON      TOTAL AMOUNT    TOTAL ANNUALIZED       HYPOTHETICAL
   HYPOTHETICAL      THE HYPOTHETICAL     OR BEFORE THE      PAYABLE PER       YIELD ON THE       TOTAL ANNUALIZED
 SETTLEMENT VALUE    SETTLEMENT VALUE    STATED MATURITY    YEELDS ON THE     YEELDS ON THE          YIELD FROM
 ON THE VALUATION    ON THE VALUATION         DATE         STATED MATURITY   STATED MATURITY      DIRECT OWNERSHIP
       DATE                DATE            PER YEELDS          DATE (1)          DATE (2)          OF INDEX STOCK
 ----------------    ----------------    ---------------   ---------------   ----------------     ----------------

     $12.7500              -40%              $1.0147           $12.7500           -58.7%             -64.0%
     $14.8750              -30%              $1.0147           $14.8750           -44.6%             -51.0%
     $17.0000              -20%              $1.0147           $17.0000           -28.5%             -36.0%
     $19.1250              -10%              $1.0147           $19.1250           -10.3%             -19.0%
     $21.2500                0%              $1.0147           $21.2500             9.9%               0.0%
     $22.3125                5%              $1.0147           $22.3125            20.8%              10.3%
     $23.3750               10%              $1.0147           $23.3750            32.1%              21.0%
     $25.5000               20%              $1.0147           $23.3750            32.1%              44.0%
     $27.6250               30%              $1.0147           $23.3750            32.1%              69.0%



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

(1) Excludes accrued but unpaid coupon payments payable on the stated maturity
    date.

(2) The hypothetical total annualized yield on the stated maturity date
    represents the coupon rate per year used in determining the present values,
    discounted to the original issue date (computed on the basis of a 360-day
    year of twelve 30-day months compounded annually), of all payments made or
    to be made on the YEELDS, including the amount payable on the stated
    maturity date and all coupon payments through the stated maturity date, the
    sum of these present values being equal to the original issue price.

The above figures are for purposes of illustration only. The actual amount
received by investors and the resulting total annualized yield will depend
entirely on the actual settlement value determined by the calculation agent. In
particular, the actual settlement value could be lower or higher than those
reflected in the tables.

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

                                      PS-6



                        SUPPLEMENTAL PLAN OF DISTRIBUTION

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. and Lehman
Brothers Inc. has agreed to purchase, all of the YEELDS at the price indicated
on the cover of the pricing supplement.

Lehman Brothers Holdings has agreed to indemnify Lehman Brothers Inc. against
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that Lehman Brothers Inc. may be required to make
relating to these liabilities as described in the MTN prospectus supplement and
the base prospectus.

Lehman Brothers Inc. will offer the YEELDS initially at a public offering price
equal to the issue price set forth on the cover of the pricing supplement. After
the initial public offering, the public offering price may from time to time be
varied by Lehman Brothers Inc.

Lehman Brothers Holdings has granted to Lehman Brothers Inc. an option to
purchase, at any time within 13 days of the original issuance of the YEELDS, up
to [_____] additional YEELDS solely to cover over-allotments. To the extent that
the option is exercised, Lehman Brothers Inc. will be committed, subject to
certain conditions, to purchase the additional YEELDS. If this option is
exercised in full, the total public offering price, the underwriting discount
and proceeds to Lehman Brothers Holdings would be approximately $[_____],
$[_____] and $[_____], respectively.

Lehman Brothers Holdings expects to deliver the YEELDS against payment on or
about August 15, 2006, which is the fifth business day following the date of the
pricing supplement.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally
are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, if any purchaser wishes to trade
the YEELDS on the date of the pricing supplement, it will be required, by virtue
of the fact that the YEELDS initially will settle on the fifth business day
following the date of the pricing supplement, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement.

Lehman Brothers Holdings or an affiliate will enter into swap agreements or
related hedge transactions with one of Lehman Brothers Holdings' other
affiliates or unaffiliated counterparties in connection with the sale of the
notes and Lehman Brothers Inc. and/or an affiliate will earn additional income
as a result of payments pursuant to the swap, or related hedge transactions.


                                      PS-7




                                [_____] YEELDS(R)

                          LEHMAN BROTHERS HOLDINGS INC.
                           MEDIUM-TERM NOTES, SERIES I

    9.55% YIELD ENHANCED EQUITY LINKED DEBT SECURITIES DUE FEBRUARY 15, 2007
      PERFORMANCE LINKED TO THE COMMON STOCK OF BRISTOL-MYERS SQUIBB (BMY)

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


                         PRELIMINARY PRICING SUPPLEMENT
                                 AUGUST 8, 2006

                        (INCLUDING PROSPECTUS SUPPLEMENT
                               DATED MAY 30, 2006

                              PROSPECTUS SUPPLEMENT
                             DATED MAY 30, 2006 AND

                                   PROSPECTUS
                               DATED MAY 30, 2006)

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

                                 LEHMAN BROTHERS