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                                                                    EXHIBIT 4.15

                      [Form of Subordinated Debt Security]

                          [FORM OF FACE OF DEBENTURE]

          [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT THE FOLLOWING:
THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

          UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE CO., HAS AN INTEREST HEREIN.]


NO. D-                              $____________
CUSIP NO.

                        LEHMAN BROTHERS HOLDINGS INC.

                [___% QUARTERLY INCOME CAPITAL SECURITIES
                         (SERIES _ SUBORDINATED
                  INTEREST DEFERRABLE DEBENTURE DUE ____]

                [____% JUNIOR SUBORDINATED DEBENTURE DUE ___]]

     Lehman Brothers Holdings Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the
"Company"), for value received, hereby promises to pay to ____________, at
the office or agency of the Company in the Borough of Manhattan, the City of
New York, the principal sum of _________________ DOLLARS on ________ __,
____, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest on said principal sum at said office or agency, in like
coin or currency, at the rate per annum specified in the title of this
Debenture until the principal hereof becomes due and payable, and on any
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at
the same rate per annum during the period in which such principal is overdue,
compounded [quarterly], to the registered holder of this Debenture, until
payment of said principal sum has been made or duly provided for.  Interest
on this Debenture, (computed as set forth herein) shall be payable [quarterly]
[If the Debenture is a QUICs Debenture, insert the following: (subject to
deferral as set forth herein)] in arrears on [______ __, ______ __,
______ __ and ______ __] of each year (each an "Interest Payment
Date"), commencing ______ __, ____, from the Interest Payment Date next
preceding the date of this Debenture to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Debenture, or, if no
interest has been paid or duly provided for on this Debenture, from
______ __,____.

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     The interest so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the person in whose name this Debenture (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the fifteenth day of the calendar month (each a "Record Date") in which such
Interest Payment Date occurs. Interest may, at the option of the Company, be
paid by check mailed to the person entitled thereto at such person's address as
it appears in the registry books of the Company.

     REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS DEBENTURE SET FORTH ON
THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

     This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.

     IN WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused this
instrument to be signed by its Chairman of the Board, its Vice Chairman, its
President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer by manual or facsimile signature under its corporate seal, attested by
its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.



               `                        LEHMAN BROTHERS HOLDINGS INC.


                                        By:________________________________
                                             Name:
                                             Title:


Attest:


_____________________________________
Name:
Title:


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<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated:

                                        THE CHASE MANHATTAN BANK,
                                        as Trustee


                                        By:___________________________
                                           Name:
                                           Title:












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                         [FORM OF REVERSE OF DEBENTURE]

                             (Reverse of Debenture)

                         LEHMAN BROTHERS HOLDINGS INC.
                    [___% QUARTERLY INCOME CAPITAL SECURITIES
         (SERIES _ SUBORDINATED INTEREST DEFERRABLE DEBENTURE, DUE ____)]

                [___% JUNIOR SUBORDINATED DEBENTURE, DUE ____]

     This Debenture is one of a duly authorized series of Debentures of the
Company designated as the [If this Debenture is a QUICs Debenture, insert
the following: ____% Quarterly Income Capital Securities (Series _
Subordinated Interest Deferrable Debentures, Due ____)] [If this Debenture is
not a QUICs Debenture, insert the following: ___% Junior  Subordinated
Debenture, Due ____] of the Company (herein called the "Debentures"), limited
(except as otherwise provided in the Indenture referred to below) in aggregate
principal amount to $____________.  The Debentures are one of an indefinite
number of series of debt securities of the Company (herein collectively called
the "Securities"), issued or issuable under and pursuant to an indenture, dated
as of February 1, 1996, as amended and supplemented (herein called the
"Indenture"), between the Company and Chase Manhattan Bank, formerly known as
Chemical Bank, as Trustee (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures.  The separate series of Securities may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions or repayment or repurchase rights (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default, as defined in the Indenture, and
may otherwise vary as provided in the Indenture.

     Payment of the principal of and interest on this Debenture is, to the
extent provided in the Indenture, subordinated and subject in right of payment
to the prior payment in full when due of the principal of (and premium, if any)
and interest, if any, on all Senior Debt, as defined in the Indenture, of the
Company and this Debenture is issued subject to the provisions of the Indenture
with respect thereto.  Each registered holder of this Debenture, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and expressly directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee as his or her attorney-in-fact for any and all such
purposes.  Each registered holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.


                                       4
<PAGE>

     Subject to Article Eleven of the Indenture, at any time on or after
_________ __,____ and prior to maturity, the Company shall have the right to
redeem this Debenture at the option of the Company, in whole or in part, at a
redemption price equal to 100% of the principal amount redeemed plus accrued
and unpaid interest thereon to the date fixed for redemption.  Any redemption
pursuant to this paragraph shall be made upon not less than 30 nor more than
60 days notice to the Trustee and Holders of the Debentures.  If less than
all the Debentures are to be redeemed by the Company, the Debentures to be
redeemed will be selected by lot or by such other method as the Trustee shall
deem fair and appropriate.  The Debentures are not subject to a sinking fund.

     In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will
be issued in the name of the registered holder hereof upon the surrender
hereof at a Place of Payment (as defined in the Indenture).

     In case an Event of Default (as defined in the Indenture) with respect to
the Debentures shall have occurred and be continuing, the principal hereof may
be  declared, and upon such declaration shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The omission by the Company to pay interest during a Deferral Period (as defined
below) as permitted hereby shall not constitute an Event of Default under
Section 501 of the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66-2/3% in aggregate principal
amount of each series of the Securities at the time Outstanding to be affected
(each series voting as a class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to, or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the holders of
the Securities of all such series; PROVIDED, HOWEVER, that no such supplemental
indenture shall, among other things, (i) change the fixed maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
thereon payable in any coin or currency other than that hereinabove provided, or
amend the Indenture to modify its provisions relating to the subordination of
each Security in a manner adverse to the holder thereof, without the consent of
the holder of each Security so affected, or (ii) change the place of payment on
any Security, or impair the right to institute suit for payment on any Security,
or reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of each Security so affected.  It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of any series of
Securities, the holders of a majority in aggregate principal amount of the
Securities of such series Outstanding may on behalf of the holders of all the
Securities of such series waive any past default or Event of Default under the
Indenture with respect to such series and its consequences, except a default in
the payment of interest, if any, on or the principal of, or premium, if any, on
any of the Securities of such series.  Any such consent or waiver by the holder
of this Debenture shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and any Debentures which may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Debenture or such other Debentures.


                                       5
<PAGE>

     No reference herein to the Indenture and no provisions of this Debenture or
of the Indenture shall alter or impair the obligations of the Company, which is
absolute and unconditional, to pay the principal of this Debenture at the place,
at the time and in the coin or currency herein prescribed.

     The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year and for any period shorter
than a full quarterly interest period, on the basis of the actual number of
days elapsed in such period divided by 360 days.  In the event that any date
on which interest is payable on this Debenture is not a Business Day (as
defined in the Indenture), then payment of the amount payable on such date
will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if
such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on the original Interest Payment Date [,If this
Debenture is a QUICs Debenture, insert the following: subject to certain rights
of deferral described below].

     [If this Debenture is a QUICs Debenture, insert the following: The
Company shall have the right at any time, on one or more occasions,
so long as an Event of Default has not occurred and is not continuing under
the Indenture, to extend any interest payment period on this Debenture for a
period (a "Deferral Period") not to exceed [20 consecutive quarterly]
interest payment periods; provided that the date on which such Deferral
Period ends must be on an Interest Payment Date and must be no later than
________ __, ____ or any date on which any Debentures are fixed for
redemption, and, as a consequence, the [quarterly] interest payment on the
Debentures would be deferred (but would continue to accrue with interest
thereon compounded [quarterly] at the rate of interest on the Debentures,
except to the extent payment of such interest is prohibited by law) during
any such Deferral Period.  On the Interest Payment Date at the end of each
Deferral Period, the Company shall pay all interest then accrued and unpaid
(compounded [quarterly], at the rate of interest on the Debentures, except to
the extent payment of such interest is prohibited by law) to the date of
payment, to the persons in whose name the Debentures are registered on the
Record Date immediately preceding the Interest Payment Date at the end of
such Deferral Period.  The Company shall give the Trustee and the registered
holders of Debentures (with the Trustee to be notified at least three days
prior to notice to such holders) written notice of its election to defer
interest payments or to extend the Deferral Period prior to the earlier of
(i) the next scheduled [quarterly] Interest Payment Date or (ii) the date the
Company is required to give notice of the record date of such related
interest payment to the New York Stock Exchange or other applicable
self-regulatory organization or to the registered holders of the Debentures
but in ny event not less than two Business Days prior to such Record Date.
During the Deferral Period, the Company will not, and will not permit any
subsidiary to, (x) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect
to, any of the Company's capital stock or (y) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank on a parity with or junior in interest to
this Debenture or make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any Subsidiary of the Company if such
guarantee ranks on a parity with or junior in interest to this Debenture
(other than (a) dividends or distributions in common stock of the Company, (b)
any declaration of a dividend in connection with the implementation of a
shareholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant
thereto, and (c) purchases of common stock related to the issuance of common

                                       6
<PAGE>

stock or rights under any of the Company's benefit plans). During any
Deferral Period, the Company may continue to extend the interest payment
period by extending the Deferral Period, on one or more occasions by giving
notice as aforesaid; provided that such Deferral Period, as extended, must
end on an Interest Payment Date and in no event shall the aggregate Deferral
Period, as extended, exceed [20 consecutive quarterly] interest payment
periods or extend beyond __________ __, ____ or any date on which any of the
Debentures are fixed for redemption.  No interest shall be due and payable on
the Debentures during a Deferral Period except at the end thereof.]

     Notwithstanding the provisions of Section 401(a)(B) of the Indenture, the
Company may satisfy and discharge the entire indebtedness on all the Debentures
as provided therein only when the Debentures are by their terms due and payable
within one year.

     The Debentures are issuable in registered form without coupons in
denominations of $__ and any multiple of $__.  At the option of the holders
thereof, either at the office or agency to be designated and maintained by the
Company for such purpose in the Borough of Manhattan, The City of New York,
pursuant to the provisions of the Indenture or at any of such other offices or
agencies as may be designated and maintained by the Company for such purpose
pursuant to the provisions of the Indenture, and in the manner and subject to
the limitations provided in the Indenture, but without the payment of any
service charge, except for any tax or other governmental charges imposed in
connection therewith. Debentures may be exchanged for an equal aggregate
principal amount of Debentures of like tenor and of other authorized
denominations.

     The Company, the Trustee, and any agent of the Company or of the Trustee
may deem and treat the registered holder hereof as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the purpose of receiving
payment hereof, or on account hereof, and for all other purposes, and neither
the Company nor the Trustee nor any agent of the Company or of the Trustee shall
be affected by any notice to the contrary.  All such payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Debenture.

     No recourse for the payment of the principal of or the interest on this
Debenture, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any indenture supplemental thereto or in any Debenture, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.


                                       7
<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture is registrable in the Security Register,
upon surrender of this Debenture for registration of transfer at the office or
agency of the Company in any place where the principal of this Debenture is
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Debentures of this series of like tenor and of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.

     THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     All items used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




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