<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         LEHMAN BROTHERS HOLDINGS INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware

         (State or Other jurisdiction of Incorporation or Organization)


                                   13-3216325

                      (I.R.S. Employer Identification No.)


    3 World Financial Center
       New York, New York                            10285
(Address of Principal Executive Offices)          (Zip Code)


                  Lehman Brothers Inc. Employee Ownership Plan
        Lehman Brothers Holdings Inc. 1994 Employee Stock Purchase Plan
          Lehman Brothers Holdings Inc. 1994 Management Ownership Plan
         Lehman Brothers Holdings Inc. 1994 Management Replacement Plan
            Lehman Brothers Holdings Inc. Tax Deferred Savings Plan

                           (Full Title of the Plans)

                             Thomas A. Russo, Esq.
                              Chief Legal Officer
                         Lehman Brothers Holdings Inc.
                            3 World Fiancial Center
                            New York, New York 10285

                     (Name and Address of Agent For Service

                                 (212) 526-7000

         (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                             Maxine L. Gerson, Esq.
                         Lehman Brothers Holdings Inc.
                             Two World Trade Center
                           New York, New York  10048
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                         Proposed
                                                     Proposed             Maximum
                                                     Maximum             Aggregate           Amount of
      Title of Securities to    Amount to be      Offering Price      Offering Price       Registration
           be Registered         Registered       Per Share (a)             (a)              Fee  (a)
--------------------------------------------------------------------------------------------------------- 
      <S>                        <C>               <C>                 <C>                  <C>
      Common Stock, $.10 par                                                       
      value per share (b)         3,366,677        $17.9375            $ 60,389,769         $ 20,825
      Common Stock, $.10 par                                                       
      value per share (c)         6,000,000        $17.9375            $107,625,000         $ 37,113
      Common Stock, $.10 par                                                       
      value per share (d)        16,650,000        $17.9375            $298,659,375         $102,987
      Common Stock, $.10 par                                                       
      value per share (e)         3,200,000        $17.9375            $ 57,400,000         $ 19,794
      Common Stock, $.10 par                                                       
      value per share (f)         2,500,000        $17.9375            $ 44,843,750         $ 15,464
--------------------------------------------------------------------------------------------------------- 
</TABLE>


      (a)     Pursuant to Rule 457(h) under the Securities Act of 1933, the
              proposed maximum offering price per share, the proposed
              maximum aggregate offering price and the amount of
              registration fee have been computed on the basis of the
              average high and low prices per share of Common Stock on the
              New York Stock Exchange on May 31, 1994.
      (b)     Represents Common Stock issued under the Lehman Brothers Inc.
              Employee Ownership Plan.
      (c)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Employee Stock Purchase Plan.
      (d)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Management Ownership Plan.
      (e)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Management Replacement Plan.
      (f)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. Tax Deferred Savings Plan.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Lehman Brothers Holdings Inc. Tax Deferred
Savings Plan described herein.

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

         If any of the securities being registered in this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.    x  .
                                                   ---


<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed by Lehman Brothers Holdings
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")or Rule 424 under the Securities Act of 1933, as amended (the Act"), are
hereby incorporated by reference in this Registration Statement:

         (a)     the Registrant's Annual Report on Form 10-K for the fiscal 
                 year ended December 31, 1993;
         (b)     the Registrant's Quarterly Report on Form 10-Q for the fiscal 
                 quarter ended March 31, 1994;
         (c)     the Registrant's Current Reports on Form 8-K dated February
                 24, 1994, April 14, 1994 and April 26, 1994;
         (d)     the description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A dated
                 April 29, 1994;
         (e)     the Registrant's Prospectus dated April 29, 1994, filed 
                 pursuant to Rule 424 under the Act; and
         (f)     the Registrant's Tax Deferred Savings Plan (the "TDSP") 
                 Annual Report on Form 11-K for the plan year ended December 
                 30, 1992.

         All documents filed by the Registrant or by the TDSP pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be part
hereof from the date of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Required.
<PAGE>   4
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Karen M. Muller, Esq., Deputy General Counsel of Lehman Brothers Inc.
and counsel to the Registrant, has rendered an opinion to the effect that,
under applicable state law, the shares of Common Stock issued pursuant to the
Lehman Brothers Inc. Employee Ownership Plan are validly issued, fully paid and
nonassessable and the other shares of Common Stock to which this Registration
Statement relates will be, when issued, validly issued, fully paid and
nonassessable.

         The consolidated financial statements and financial statement
schedules of the Registrant at December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993 incorporated by reference in
this Registration Statement have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements and
schedules are, and audited financial statements included in subsequently filed
documents will be, incorporated herein by reference in reliance upon the
reports of Ernst & Young pertaining to such financial statements (to the extent
covered by consents filed with the Commission) given upon the authority of such
firm as experts in accounting and auditing.

         The statements of net assets available for plan benefits of the TDSP
as of December 30, 1992 and 1991, the related statements of changes in net
assets available for plan benefits for the years ended December 30, 1992 and
for the period from January 1, 1991 to December 30, 1991, and the accompanying
supplemental schedules incorporated by reference in this Registration Statement
have been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incoporated herein by reference.  Such
consolidated financial statements and schedules are, and audited financial
statements included in subsequently filed documents will be, incorporated
herein by reference in reliance upon the reports of Ernst & Young pertaining to
such financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of incorporation of the Registrant authorizes
the Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware General Corporation Law from time to time.  In addition,
the directors of the Registrant are insured under officers' and directors'
liability insurance policies purchased by the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         3,366,677 of the shares of Common Stock registered under this
Registration Statement are securities which were issued to the Selling
Stockholders pursuant to the Lehman Brothers Inc. Employee Ownership Plan in an
exchange for phantom shares under Section 3(a)(9) of the Act.  Such phantom
shares were offered and issued in a 

<PAGE>   5
private placement transaction in reliance upon the exemption provided
by Section 4(2) of the Act and Rule 506 thereunder. The private placement
offering, which was restricted to a limited number of specified employees of
the Registrant and certain of its subsidiaries, was made pursuant to a  Private
Placement Memorandum satisfying the requirements of Rule 502(b)(2) under the
Act, and was not made by any form of general solicitation or general
advertising.  The private placement offering resulted in no more than 35
purchasers, as calculated pursuant to Rule 501(e) under the Act.  The Common
Stock received in exchange for the phantom shares is subject to certain
restrictions on transferability and in certain instances such stock also is
subject to vesting requirements.

ITEM 8.  EXHIBITS

    The Exhibit Index beginning of page E-1 is hereby incorporated by reference.

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement;

                          (i)     To include any prospectus required by Section
                 10(a(3) of the Act;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in this Registration Statement or any material change to such
                 information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                 (2)      That, for the purpose of determining any liability
         under the Act, each such post-effective amendment shall be deemed to
         be a registration statement relating to the securities offered
         therein, and the offering of such

<PAGE>   6
         securities at that time shall be deemed to be the initial 
         bona fide offering thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the forgoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is , therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 1st day
of June, 1994.


                                                   LEHMAN BROTHERS HOLDINGS INC.
                                                           (Registrant)

                                                   By:  Michael R. Milversted
                                                        -----------------------
                                                          Michael R. Milversted
                                                          Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
Signatures                                            Title                            Date
----------                                            -----                            ----
<S>                                           <C>                                    <C>
                                                  Chairman of the Board,
        *                                        Chief Executive Officer
------------------                                      and Director                 June 1, 1994
Richard S. Fuld, Jr                           (principal executive officer)
                                                                           

         *                                       Chief Financial Officer
 ------------------                           (principal executive officer)          June 1, 1994
 Robert Matza       
                                                        
          *                                             Controller
------------------                             (principal accounting officer)        June 1, 1994  
Stephen J. Bier

         *                                               Director                    June 1, 1994
------------------                                                                             
Roger S. Berlind

        *                                                Director                    June 1, 1994
------------------                                                                             
John J. Byrne

        *                                                Director                    June 1, 1994
------------------                                                                             
Katsumi Funaki

*By /s/  Michael R. Milversted
    --------------------------
       Michael R. Milversted
        (Attorney-in-Fact)
</TABLE>
<PAGE>   8
<TABLE>
<S>                                                     <C>                        <C>
        *                                               Director                   June 1, 1994
------------------                                                            
John D. Macomber

       *                                                Director                   June 1, 1994
------------------                                                                             
Dina Merrill

        *                                               Director                   June 1, 1994
------------------                                                                             
T. Chrisopher Pettit

         *                                              Director                   June 1, 1994
------------------                                                                             
Masataka Shimasaki

         *                                              Director                   June 1, 1994
------------------                                                                             
Malcolm Wilson

*By  /s/ Michael R. Milversted
     -------------------------
        Michael R. Milversted
         (Attorney-In-Fact)
</TABLE>

         Pursuant to the requirement of the Securities Act of 1933, the
trustees of teh Lehman Brothers Inc. Tax Deferred Savings Plan have duly caused
this Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
1st day of June, 1994.

                                                   LEHMAN BROTHERS HOLDINGS INC.
                                                     TAX DEFERRED SAVINGS PLAN

                                                   By:  Michael R. Milversted
                                                        ----------------------
                                                        Michael R. Milversted
                                                          (Attorney-In-Fact)

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
               Signatures                                 Title                          Date
               ----------                                 -----                          ----

<S>                                                       <C>                         <C>
         *                                                Trustee                     June 1, 1994
------------------                                                                               
Stephen J. Balog

*By  /s/  Michael R. Milversted
     --------------------------
        Michael R. Milversted
          (Attorney-In-Fact)
</TABLE>
<PAGE>   9
<TABLE>
<S>                                                       <C>                         <C>
         *                                                Trustee                     June 1, 1994
------------------                                                                               
Eliot M. Fried    

         *                                                Trustee                     June 1, 1994
------------------                                                                               
Allan S. Kaplan

         *                                                Trustee                     June 1, 1994
------------------                                                                               
Michael R. Milversted

         *                                                Trustee                     June 1, 1994
------------------                                                                               
MaryAnne Rasmussen

*By  /s/ Michael R. Milversted
     -------------------------
        Michael R. Milversted
         (Attorney-In-Fact)




</TABLE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                           Filed Herewith (--) or
                     Exhibit                                                               Incorporated by
                     Number          Description                                           Reference to
                     ------          -----------                                           ------------
                     <S>             <C>                                                   <C>

                     4.1             Form of Restated Certificate of Incorporation of      Exhibit 3.1 to Amendment No. 1 to
                                     the Registrant                                        the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.2             Restated By-Laws of the Registrant                    Exhibit 3.5 to Amendment No.1 to
                                                                                           the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.3             Lehman Brothers Inc. Employee Ownership Plan          Exhibit 10.23 to Amendment No.1 to
                                                                                           the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.4             Amendment to the Lehman Brothers Inc. Employee        Exhibit 10.23 to Amendment No.1 to
                                     Ownership Plan                                        the Registrant's Registration
                                                                                           Statement No. 33-52977
</TABLE>
<PAGE>   10
<TABLE>
<CAPTION>
                                                                                           Filed Herewith (--) or
                     Exhibit                                                               Incorporated by
                     Number          Description                                           Reference to
                     ------          -----------                                           ------------
                     <S>             <C>                                                   <C>

                     4.5             Lehman Brothers Holdings Inc. Employee Stock          Exhibit 10.28 to Amendment No.1 to
                                     Purchase Plan                                         the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.6             Lehman Brothers Holdings Inc. 1994 Management         Exhibit 10.24 to Amendment No.1 to
                                     Ownership Plan                                        the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.7             Lehman Brothers Holdings Inc. 1994 Management         Exhibit 10.25 to Amendment No.1 to
                                     Replacement Plan                                      the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.8             Lehman Brothers Holdings Inc. Tax Deferred Savings                    --
                                     Plan

                     4.9             Amendment to the Lehman Brothers Holdings Inc. Tax                    --
                                     Deferred Savings Plan

                     5               Opinion of Karen M. Muller, Counsel to the                            --
                                     Registrant

                     23.1            Consent of Ernst & Young, Independent Auditors of                     --
                                     the Registrant

                     23.2            Consent of Ernst & Young, Independent Auditors of                     --
                                     the Registrant's Tax Deferred Savings Plan

                     23.3            Consent of Karen M. Muller (included in Exhibit 5)                    --

                     24              Powers of Attorney                                                    --
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 LEHMAN BROTHERS HOLDINGS INC.", "secsgml_size_bytes": 27589}]
1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                         LEHMAN BROTHERS HOLDINGS INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware

         (State or Other jurisdiction of Incorporation or Organization)

                                   13-3216325

                      (I.R.S. Employer Identification No.)

    3 World Financial Center
       New York, New York                            10285
(Address of Principal Executive Offices)          (Zip Code)

                  Lehman Brothers Inc. Employee Ownership Plan
        Lehman Brothers Holdings Inc. 1994 Employee Stock Purchase Plan
          Lehman Brothers Holdings Inc. 1994 Management Ownership Plan
         Lehman Brothers Holdings Inc. 1994 Management Replacement Plan
            Lehman Brothers Holdings Inc. Tax Deferred Savings Plan

                           (Full Title of the Plans)

                             Thomas A. Russo, Esq.
                              Chief Legal Officer
                         Lehman Brothers Holdings Inc.
                            3 World Fiancial Center
                            New York, New York 10285

                     (Name and Address of Agent For Service

                                 (212) 526-7000

         (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                             Maxine L. Gerson, Esq.
                         Lehman Brothers Holdings Inc.
                             Two World Trade Center
                           New York, New York  10048
2
                        CALCULATION OF REGISTRATION FEE
Proposed
                                                     Proposed             Maximum
                                                     Maximum             Aggregate           Amount of
      Title of Securities to    Amount to be      Offering Price      Offering Price       Registration
           be Registered         Registered       Per Share (a)             (a)              Fee  (a)
---------------------------------------------------------------------------------------------------------
Common Stock, $.10 par                                                       
      value per share (b)         3,366,677        $17.9375            $ 60,389,769         $ 20,825
      Common Stock, $.10 par                                                       
      value per share (c)         6,000,000        $17.9375            $107,625,000         $ 37,113
      Common Stock, $.10 par                                                       
      value per share (d)        16,650,000        $17.9375            $298,659,375         $102,987
      Common Stock, $.10 par                                                       
      value per share (e)         3,200,000        $17.9375            $ 57,400,000         $ 19,794
      Common Stock, $.10 par                                                       
      value per share (f)         2,500,000        $17.9375            $ 44,843,750         $ 15,464
---------------------------------------------------------------------------------------------------------
(a)     Pursuant to Rule 457(h) under the Securities Act of 1933, the
              proposed maximum offering price per share, the proposed
              maximum aggregate offering price and the amount of
              registration fee have been computed on the basis of the
              average high and low prices per share of Common Stock on the
              New York Stock Exchange on May 31, 1994.
      (b)     Represents Common Stock issued under the Lehman Brothers Inc.
              Employee Ownership Plan.
      (c)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Employee Stock Purchase Plan.
      (d)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Management Ownership Plan.
      (e)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. 1994 Management Replacement Plan.
      (f)     Represents Common Stock issuable under the Lehman Brothers
              Holdings Inc. Tax Deferred Savings Plan.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Lehman Brothers Holdings Inc. Tax Deferred
Savings Plan described herein.

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

         If any of the securities being registered in this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.    x  .
                                                   ---
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed by Lehman Brothers Holdings
Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act")or Rule 424 under the Securities Act of 1933, as amended (the Act"), are
hereby incorporated by reference in this Registration Statement:

         (a)     the Registrant's Annual Report on Form 10-K for the fiscal 
                 year ended December 31, 1993;
         (b)     the Registrant's Quarterly Report on Form 10-Q for the fiscal 
                 quarter ended March 31, 1994;
         (c)     the Registrant's Current Reports on Form 8-K dated February
                 24, 1994, April 14, 1994 and April 26, 1994;
         (d)     the description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-A dated
                 April 29, 1994;
         (e)     the Registrant's Prospectus dated April 29, 1994, filed 
                 pursuant to Rule 424 under the Act; and
         (f)     the Registrant's Tax Deferred Savings Plan (the "TDSP") 
                 Annual Report on Form 11-K for the plan year ended December 
                 30, 1992.

         All documents filed by the Registrant or by the TDSP pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be part
hereof from the date of filing such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Required.
4
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Karen M. Muller, Esq., Deputy General Counsel of Lehman Brothers Inc.
and counsel to the Registrant, has rendered an opinion to the effect that,
under applicable state law, the shares of Common Stock issued pursuant to the
Lehman Brothers Inc. Employee Ownership Plan are validly issued, fully paid and
nonassessable and the other shares of Common Stock to which this Registration
Statement relates will be, when issued, validly issued, fully paid and
nonassessable.

         The consolidated financial statements and financial statement
schedules of the Registrant at December 31, 1993 and 1992 and for each of the
three years in the period ended December 31, 1993 incorporated by reference in
this Registration Statement have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.  Such consolidated financial statements and
schedules are, and audited financial statements included in subsequently filed
documents will be, incorporated herein by reference in reliance upon the
reports of Ernst & Young pertaining to such financial statements (to the extent
covered by consents filed with the Commission) given upon the authority of such
firm as experts in accounting and auditing.

         The statements of net assets available for plan benefits of the TDSP
as of December 30, 1992 and 1991, the related statements of changes in net
assets available for plan benefits for the years ended December 30, 1992 and
for the period from January 1, 1991 to December 30, 1991, and the accompanying
supplemental schedules incorporated by reference in this Registration Statement
have been audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incoporated herein by reference.  Such
consolidated financial statements and schedules are, and audited financial
statements included in subsequently filed documents will be, incorporated
herein by reference in reliance upon the reports of Ernst & Young pertaining to
such financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Restated Certificate of incorporation of the Registrant authorizes
the Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware General Corporation Law from time to time.  In addition,
the directors of the Registrant are insured under officers' and directors'
liability insurance policies purchased by the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         3,366,677 of the shares of Common Stock registered under this
Registration Statement are securities which were issued to the Selling
Stockholders pursuant to the Lehman Brothers Inc. Employee Ownership Plan in an
exchange for phantom shares under Section 3(a)(9) of the Act.  Such phantom
shares were offered and issued in a
5
private placement transaction in reliance upon the exemption provided
by Section 4(2) of the Act and Rule 506 thereunder. The private placement
offering, which was restricted to a limited number of specified employees of
the Registrant and certain of its subsidiaries, was made pursuant to a  Private
Placement Memorandum satisfying the requirements of Rule 502(b)(2) under the
Act, and was not made by any form of general solicitation or general
advertising.  The private placement offering resulted in no more than 35
purchasers, as calculated pursuant to Rule 501(e) under the Act.  The Common
Stock received in exchange for the phantom shares is subject to certain
restrictions on transferability and in certain instances such stock also is
subject to vesting requirements.

ITEM 8.  EXHIBITS

    The Exhibit Index beginning of page E-1 is hereby incorporated by reference.

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement;

                          (i)     To include any prospectus required by Section
                 10(a(3) of the Act;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in this
                 Registration Statement;

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in this Registration Statement or any material change to such
                 information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                 (2)      That, for the purpose of determining any liability
         under the Act, each such post-effective amendment shall be deemed to
         be a registration statement relating to the securities offered
         therein, and the offering of such
6
         securities at that time shall be deemed to be the initial 
         bona fide offering thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the forgoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is , therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 1st day
of June, 1994.

                                                   LEHMAN BROTHERS HOLDINGS INC.
                                                           (Registrant)

                                                   By:  Michael R. Milversted
                                                        -----------------------
                                                          Michael R. Milversted
                                                          Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures                                            Title                            Date
----------                                            -----                            ----
Chairman of the Board,
        *                                        Chief Executive Officer
------------------                                      and Director                 June 1, 1994
Richard S. Fuld, Jr                           (principal executive officer)
                                                                           

         *                                       Chief Financial Officer
 ------------------                           (principal executive officer)          June 1, 1994
 Robert Matza       
                                                        
          *                                             Controller
------------------                             (principal accounting officer)        June 1, 1994  
Stephen J. Bier

         *                                               Director                    June 1, 1994
------------------                                                                             
Roger S. Berlind

        *                                                Director                    June 1, 1994
------------------                                                                             
John J. Byrne

        *                                                Director                    June 1, 1994
------------------                                                                             
Katsumi Funaki

*By /s/  Michael R. Milversted
    --------------------------
       Michael R. Milversted
        (Attorney-in-Fact)
8
*                                               Director                   June 1, 1994
------------------                                                            
John D. Macomber

       *                                                Director                   June 1, 1994
------------------                                                                             
Dina Merrill

        *                                               Director                   June 1, 1994
------------------                                                                             
T. Chrisopher Pettit

         *                                              Director                   June 1, 1994
------------------                                                                             
Masataka Shimasaki

         *                                              Director                   June 1, 1994
------------------                                                                             
Malcolm Wilson

*By  /s/ Michael R. Milversted
     -------------------------
        Michael R. Milversted
         (Attorney-In-Fact)
Pursuant to the requirement of the Securities Act of 1933, the
trustees of teh Lehman Brothers Inc. Tax Deferred Savings Plan have duly caused
this Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
1st day of June, 1994.

                                                   LEHMAN BROTHERS HOLDINGS INC.
                                                     TAX DEFERRED SAVINGS PLAN

                                                   By:  Michael R. Milversted
                                                        ----------------------
                                                        Michael R. Milversted
                                                          (Attorney-In-Fact)

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed by the following persons in the capacities and
on the dates indicated.
Signatures                                 Title                          Date
               ----------                                 -----                          ----
*                                                Trustee                     June 1, 1994
------------------                                                                               
Stephen J. Balog

*By  /s/  Michael R. Milversted
     --------------------------
        Michael R. Milversted
          (Attorney-In-Fact)
9
*                                                Trustee                     June 1, 1994
------------------                                                                               
Eliot M. Fried    

         *                                                Trustee                     June 1, 1994
------------------                                                                               
Allan S. Kaplan

         *                                                Trustee                     June 1, 1994
------------------                                                                               
Michael R. Milversted

         *                                                Trustee                     June 1, 1994
------------------                                                                               
MaryAnne Rasmussen

*By  /s/ Michael R. Milversted
     -------------------------
        Michael R. Milversted
         (Attorney-In-Fact)
EXHIBIT INDEX
Filed Herewith (--) or
                     Exhibit                                                               Incorporated by
                     Number          Description                                           Reference to
                     ------          -----------                                           ------------
4.1             Form of Restated Certificate of Incorporation of      Exhibit 3.1 to Amendment No. 1 to
                                     the Registrant                                        the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.2             Restated By-Laws of the Registrant                    Exhibit 3.5 to Amendment No.1 to
                                                                                           the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.3             Lehman Brothers Inc. Employee Ownership Plan          Exhibit 10.23 to Amendment No.1 to
                                                                                           the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.4             Amendment to the Lehman Brothers Inc. Employee        Exhibit 10.23 to Amendment No.1 to
                                     Ownership Plan                                        the Registrant's Registration
                                                                                           Statement No. 33-52977
10
Filed Herewith (--) or
                     Exhibit                                                               Incorporated by
                     Number          Description                                           Reference to
                     ------          -----------                                           ------------
4.5             Lehman Brothers Holdings Inc. Employee Stock          Exhibit 10.28 to Amendment No.1 to
                                     Purchase Plan                                         the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.6             Lehman Brothers Holdings Inc. 1994 Management         Exhibit 10.24 to Amendment No.1 to
                                     Ownership Plan                                        the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.7             Lehman Brothers Holdings Inc. 1994 Management         Exhibit 10.25 to Amendment No.1 to
                                     Replacement Plan                                      the Registrant's Registration
                                                                                           Statement No. 33-52977

                     4.8             Lehman Brothers Holdings Inc. Tax Deferred Savings                    --
                                     Plan

                     4.9             Amendment to the Lehman Brothers Holdings Inc. Tax                    --
                                     Deferred Savings Plan

                     5               Opinion of Karen M. Muller, Counsel to the                            --
                                     Registrant

                     23.1            Consent of Ernst & Young, Independent Auditors of                     --
                                     the Registrant

                     23.2            Consent of Ernst & Young, Independent Auditors of                     --
                                     the Registrant's Tax Deferred Savings Plan

                     23.3            Consent of Karen M. Muller (included in Exhibit 5)                    --

                     24              Powers of Attorney                                                    --