content: SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934
  
  
  
  Date of Report (date of earliest event reported):  September  29, 1994
  
                        LEHMAN BROTHERS INC.
       (Exact name of registrant as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
       1-6817                        13-2518466
  (Commission File Number)      (IRS Employer Identification No.)
  
  
  3 World Financial Center
  New York, New York            10285
  (Address of principal              (Zip Code)
  executive offices)
  
              Registrant's telephone number, including
                     area code: (212) 526-7000
  
              ________________________________________
  
  
  Item 5.   Other Events.
  
  
  Third Quarter and Year-to-Date 1994 Earnings
  
         Filed   herewith   are  the  preliminary   and   unaudited
  Consolidated  Statements of Operations of  Lehman  Brothers  Inc.
  ("the  Company"), for the quarter and eight months  ended  August
  31,  1994,  which will be superseded by information contained  in
  the Company's Quarterly Report on Form 10-Q for the quarter ended
  August  31,  1994.  All adjustments which are, in the opinion  of
  management, necessary for a fair presentation of the Consolidated
  Statements  of  Operations for the periods  presented  have  been
  included.    Certain   amounts  for  the   prior   year   reflect
  reclassifications   to   conform   to   the   current    periods'
  presentations.
  
  
  Item 7.   Financial Statements and Exhibits
  
  
       (c)  Exhibits
  
            The following Exhibits are filed as a part of this
       Report.
  
  
                 99.1 Consolidated Statement of Operations
                      (Three Months Ended August 31, 1994)
                      (Preliminary and Unaudited)
  
                 99.2 Consolidated Statement of Operations
                      (Eight Months Ended August 31, 1994)
                      (Preliminary and Unaudited)
  
  
        The Exhibit Index to this Report is incorporated herein  by
  reference.
  
  
  
                             SIGNATURE
  
  
  
        Pursuant to the requirements of the Securities Exchange Act
  of  1934, the Company has duly caused this Report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  
                                     LEHMAN BROTHERS INC.
  
  
  
  
                                     By:   /s/ Robert Matza
                                          ----------------------
                                          Robert Matza
                                          Chief Financial Officer
  
  
  
  Date:  September 30, 1994
  
  
  
                           EXHIBIT INDEX
  
  
  Exhibit No.          Exhibit                      
                       
  Exhibit 99.1         Consolidated  Statement of Operations
                       (Three  Months Ended  August 31, 1994)
                       (Preliminary and Unaudited)
                       
  Exhibit 99.2         Consolidated  Statement of Operations
                       (Eight  Months Ended  August 31, 1994)
                       (Preliminary and Unaudited)
                       
                                                    
  
  
                                                       Exhibit 99.1
  
  
  
  
  
                                                       Exhibit 99.2
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FILE 8-K", "secsgml_size_bytes": 3465}]
metadata_filer: {"company-data": {"conformed-name": "LEHMAN BROTHERS INC//", "cik": "0000728586", "assigned-sic": "6211", "irs-number": "132518466", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06817", "film-number": "94551078"}, "business-address": {"street1": "3 WORLD TRADE CENTER", "city": "NEW YORK", "state": "NY", "zip": "10285", "phone": "2122982000"}, "mail-address": {"street1": "2 WORLD TRADE CENTER", "street2": "15TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10048"}, "former-company": [{"former-conformed-name": "SHEARSON LEHMAN BROTHERS INC", "date-changed": "19920703"}, {"former-conformed-name": "SHEARSON LEHMAN HUTTON INC /DE/", "date-changed": "19900828"}, {"former-conformed-name": "SHEARSON LEHMAN BROTHERS INC /DE/", "date-changed": "19880323"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of
                the Securities Exchange Act of 1934
  
  Date of Report (date of earliest event reported):  September  29, 1994
  
                        LEHMAN BROTHERS INC.
       (Exact name of registrant as specified in its charter)
  
                              Delaware
           (State or other jurisdiction of incorporation)
  
       1-6817                        13-2518466
  (Commission File Number)      (IRS Employer Identification No.)
  
  3 World Financial Center
  New York, New York            10285
  (Address of principal              (Zip Code)
  executive offices)
  
              Registrant's telephone number, including
                     area code: (212) 526-7000
  
              ________________________________________
  
  Item 5.   Other Events.
  
  Third Quarter and Year-to-Date 1994 Earnings
  
         Filed   herewith   are  the  preliminary   and   unaudited
  Consolidated  Statements of Operations of  Lehman  Brothers  Inc.
  ("the  Company"), for the quarter and eight months  ended  August
  31,  1994,  which will be superseded by information contained  in
  the Company's Quarterly Report on Form 10-Q for the quarter ended
  August  31,  1994.  All adjustments which are, in the opinion  of
  management, necessary for a fair presentation of the Consolidated
  Statements  of  Operations for the periods  presented  have  been
  included.    Certain   amounts  for  the   prior   year   reflect
  reclassifications   to   conform   to   the   current    periods'
  presentations.
  
  Item 7.   Financial Statements and Exhibits
  
       (c)  Exhibits
  
            The following Exhibits are filed as a part of this
       Report.
  
                 99.1 Consolidated Statement of Operations
                      (Three Months Ended August 31, 1994)
                      (Preliminary and Unaudited)
  
                 99.2 Consolidated Statement of Operations
                      (Eight Months Ended August 31, 1994)
                      (Preliminary and Unaudited)
  
        The Exhibit Index to this Report is incorporated herein  by
  reference.
  
                             SIGNATURE
  
        Pursuant to the requirements of the Securities Exchange Act
  of  1934, the Company has duly caused this Report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                                     LEHMAN BROTHERS INC.
  
                                     By:   /s/ Robert Matza
                                          ----------------------
                                          Robert Matza
                                          Chief Financial Officer
  
  Date:  September 30, 1994
  
                           EXHIBIT INDEX
  
  Exhibit No.          Exhibit                      
                       
  Exhibit 99.1         Consolidated  Statement of Operations
                       (Three  Months Ended  August 31, 1994)
                       (Preliminary and Unaudited)
                       
  Exhibit 99.2         Consolidated  Statement of Operations
                       (Eight  Months Ended  August 31, 1994)
                       (Preliminary and Unaudited)
                       
                                                    
  
                                                       Exhibit 99.1
  
                                                       Exhibit 99.2