Form 3 LEHMAN BROTHERS HOLDINGS For: Jun 12 Filed by: McDade Herbert III (10K)

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McDade Herbert III

(Last)

(First)

(Middle)

LEHMAN BROTHERS, 745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2008

3. Issuer Name and Ticker or Trading Symbol
LEHMAN BROTHERS HOLDINGS INC [LEH]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2001 Performance Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	30,573.81 ⁽²⁾	$ 0	D
2002 Performance Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	20,957 ⁽²⁾	$ 0	D
2003 Performance Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	31,553.83 ⁽²⁾	$ 0	D
2003 Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	237,310.87 ⁽²⁾	$ 0	D
2004 Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	228,160.5 ⁽²⁾	$ 0	D
2005 Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	144,583.09 ⁽²⁾	$ 0	D
2006 Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	235,706.57 ⁽²⁾	$ 0	D
2007 Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	408,324.37 ⁽²⁾	$ 0	D
December 2005 Options	⁽⁸⁾	12/08/2010	Common Stock	400,000	$ 63.825	D
July 2002 Options	07/23/2007	07/22/2012	Common Stock	1,000,000	$ 25.305	D
Performance-Based Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	28,284.79 ⁽²⁾	$ 0	D

Explanation of Responses:

6. The 2006 Restricted Stock Units convert to Common Stock on November 30, 2011, provided that the recipient does not engage in competitive or detrimental activity following voluntary termination or detrimental activity following involuntary termination.

1. The 2001 Performance Stock Units, 2002 Performance Stock Units and 2003 Performance Stock Units convert to Common Stock on November 30, 2008, provided that the recipient does not engage in competitive or detrimental activity following voluntary termination or detrimental activity following involuntary termination.

9. Performance-Based Restricted Stock Units vest and convert to Common Stock on November 30, 2011, subject to accelerated vesting and issuance if and when target stock prices are achieved, but no earlier than one-third of the award on November 30 in each of 2007, 2008 and 2009.

2. Total includes additional amounts received to date pursuant to dividend reinvestment.

7. 20% of the 2007 Restricted Stock Units vest on November 30, 2008, 20% vest on November 30, 2009 and 60% vest on November 30, 2010; all such RSUs convert to Common Stock on November 30, 2012.

8. Exercisable as of June 9, 2010, provided that commencing November 30, 2007 the options become exercisable any time the market price of the Issuer's Common Stock equals or exceeds a certain threshold.

3. The 2003 Restricted Stock Units convert to Common Stock on November 30, 2008, provided that the recipient does not engage in competitive or detrimental activity following voluntary termination or detrimental activity following involuntary termination.

5. The 2005 Restricted Stock Units convert to Common Stock on November 30, 2010, provided that the recipient does not engage in competitive or detrimental activity following voluntary termination or detrimental activity following involuntary termination.

4. The 2004 Restricted Stock Units convert to Common Stock on November 30, 2009, provided that the recipient does not engage in competitive or detrimental activity following voluntary termination or detrimental activity following involuntary termination.

	Jeffrey A. Welikson, Attorney-in-fact	06/23/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 24

POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby 
constitutes and appoints each of Thomas A. Russo, Steven L. 
Berkenfeld, Jeffrey A. Welikson and Karen B. Corrigan, 
signing singly, the undersigned?s true and lawful 
attorney-in-fact to:
1)prepare, execute for and on behalf of the undersigned, 
in the undersigned?s name, place and stead in any and all 
capacities related to securities of Lehman Brothers Holdings 
Inc. (the ?Company?), any and all filings by the 
undersigned with the United States Securities and Exchange
Commission (the ?SEC?) (a) pursuant to Section 16 of 
the Securities Exchange Act of 1934 and the rules thereunder, 
as amended, and (b) pursuant to Rule 144 under the Securities 
Act of 1933 and the rules thereunder, as amended,
and with respect to either of the foregoing clauses 
(a) and (b), any other forms or reports the undersigned 
may be required to file in connection with the undersigned?s 
ownership, acquisition, or disposition of securities of the
Company, including, without limitation, Form ID;
2)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete, 
execute and deliver any such filing as described in 
paragraph (1) above, or other form or report, and timely 
file such form or report with the SEC and any stock 
exchange or similar authority; and
3)take any other action of any type whatsoever 
in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the 
best interest of, or legally required by, the undersigned, 
it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned 
pursuant to this Power of Attorney shall be in such form 
and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact?s 
discretion.

The undersigned hereby grants to each such attorney-in-fact
 full power and authority to do and perform any and every 
act and thing whatsoever requisite, necessary, or proper 
to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorney-in-fact, 
or such attorney-in-fact?s substitute or substitutes, shall 
lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein 
granted.  The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request 
of the undersigned, are not assuming, nor is the Company 
assuming, any of the undersigned?s responsibilities to 
comply with Section 16 of the Securities Exchange
Act of 1934 and the rules thereunder, as amended, or 
Rule 144 under the Securities Act of 1933 and the 
rules thereunder, as amended.

This Power of Attorney shall remain in full force and 
Effect until the undersigned is no longer required to 
file any such filing as described in paragraph (1) 
above, unless earlier revoked by the
undersigned in a signed writing delivered to the 
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused 
this Power of Attorney to be executed as of 
June 17, 2008.

/s/ Herbert H. McDade III
Herbert H. McDade III

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