<PAGE>
                                                                    Exhibit 4.14


CUSIP NO. ___________

REGISTERED                          FACE AMOUNT:.
No. ___

          If this Note is an OID Note (as defined below) the following legend is
applicable:

          FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
          INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS
          NOTE IS _____% OF ITS PRINCIPAL AMOUNT, AND THE AMOUNT OF ORIGINAL
          ISSUE DISCOUNT, THE YIELD TO MATURITY COMPOUNDED _____________, THE
          ISSUE DATE AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ALLOCABLE TO THE
          SHORT PERIOD DETERMINED USING THE EXACT METHOD WITHIN THE MEANING OF
          PROPOSED TREASURY REGULATION SECTION 1.1272- 1(c)(2)(ii) ARE AS SET
          FORTH BELOW.

                           LEHMAN BROTHERS HOLDINGS INC.
                             MEDIUM-TERM NOTE, SERIES
                                (CURRENCY INDEXED)

          If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository,Note
is a Note in global form (a "Global Security") and the following legends are
applicable except as specified on the reverse hereof:

NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF
THE DEPOSITORY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK,
NEW YORK) TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE 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 IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.

<PAGE>
                                                                               2
<TABLE>

<S>                                    <C>                                       <C>
ISSUE PRICE:  $                        OPTION TO RECEIVE PAYMENTS                OPTIONAL REPAYMENT PRICES:
                                       IN THE SPECIFIED CURRENCY:
ISSUE DATE:                            [ ] YES    [ ] NO                         OPTIONAL INTEREST RATE RESET:
                                                                                 [ ] YES    [ ] NO
MATURITY DATE:                         SPECIFIED CURRENCY:
                                                                                 OPTIONAL RESET DATES:
INTEREST RATE:                         AMORTIZING NOTE:
                                       [ ] YES    [ ] NO                         OPTIONAL REDEMPTION:
INTEREST PAYMENT DATES:                                                          [ ] YES    [ ] NO
                                       SINKING FUND:
REGULAR RECORD DATES:                                                            INITIAL REDEMPTION DATE:
                                       TOTAL AMOUNT OF OID:
EXCHANGE RATE AGENT:                                                             INITIAL REDEMPTION
                                       YIELD TO MATURITY:                        PERCENTAGE:     %
DEPOSITORY:
                                       INITIAL ACCRUAL PERIOD OID:               APPLICABILITY OF ANNUAL REDEMPTION
                                                                                 PERCENTAGE REDUCTION:
                                       REFERENCE DEALERS:                        [ ] YES    [ ] NO
                                                                                 If yes, state Annual Percentage
                                       AUTHORIZED DENOMINATIONS:                 Reduction:     %

</TABLE>

          LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to
pay to ___________, or registered assigns, on the Maturity Date the principal
sum equal to the Face Amount hereof, plus or minus an amount determined by
the Determination Agent (as defined below) in accordance with the formula set
forth below (the "Principal Amount") and to pay interest on the Face Amount
as described below and on the reverse hereof until the Principal Amount is
paid or made available for payment and (to the extent that the payment of
such interest shall be legally enforceable) to pay interest on any overdue
principal and premium and on any overdue installment of interest. Unless
otherwise specified above, all payments in respect of this Note will be made
in the Denominated Currency.

          The Principal Amount of this Note payable at Maturity shall equal:

     (a)  if the Spot Rate equals or exceeds the Base Exchange Rate,


                                                  Spot Rate - Base Exchange Rate
                                                  ------------------------------
          Face Amount + (Face Amount x            Spot Rate                ); or


<PAGE>
                                                                             3


     (b)  if the Base Exchange Rate exceeds the Spot Rate,


                                                  Base Exchange Rate - Spot Rate
                                                  ------------------------------
          Face Amount + (Face Amount x            Spot Rate                );


provided, however, that in no event shall such Principal Amount be greater
than twice the Face Amount or less than zero.  If this Note is an OID Note,
unless otherwise specified above, the term "Face Amount" when used in the
above formula shall refer to the Amortized Face Amount, as described on the
reverse hereof.  An "OID Note" is any Note (a) that has been issued at an
Issue Price lower, by more than a de minimis amount (as determined under
United States federal income tax rules applicable to original issue discount
instruments), than the Face Amount thereof and (b) any other Note that for
United States federal income tax purposes would be considered an original
issue discount instrument.

          The amount of interest, if any, payable on any Interest Payment
Date (as defined below) shall equal:


                          Interest Rate                Base Exchange Rate
                          -------------          -------------------------------
          Face Amount  x        2         x                 Spot Rate


If the Interest Rate on this Note may be reset at the option of the Company
as set forth on the reverse hereof, the term "Interest Rate" when used in the
above formula shall refer to the interest rate in effect during the relevant
period.


          The terms used in the preceding formula shall have the following
meanings:

          "Business Day" means any day, other than a Saturday or Sunday, that
          meets each of the following applicable requirements: such day is
          (a) not a day on which banking institutions in the Borough of
          Manhattan, The City of New York are authorized or required by law
          or regulation to close; (b) if the Denominated Currency specified
          above is a Foreign Currency (as defined in Section 2 on the reverse
          hereof) other than European Currency Units ("ECU"), (x) not a day
          on which banking institutions are authorized or required by law or
          regulation to close in the principal financial center of the
          country issuing the Foreign Currency and (y) a day on which banking
          institutions in such principal financial center are carrying out
          transactions in such Foreign Currency; and (c) if the Denominated
          Currency specified above is ECU, (x) not a day on which banking
          institutions are authorized or required by law or regulation to
          close in Luxembourg and (y) an ECU clearing day, as determined by
          the ECU Banking Association in Paris.

          "Determination Date" means the second Exchange Rate Day prior to
          the date of Maturity.

<PAGE>
                                                                             4


          "Exchange Rate Day" means any day which is a Business Day in The
          City of New York and in the principal financial center of the
          country which recognizes the Denominated Currency as a unit of
          domestic exchange and the principal financial center of the country
          which recognizes the Indexed Currency as a unit of domestic
          exchange.

          "Reference Dealers" means the three banks or firms specified above
          or, if any of them shall be unwilling or unable to provide the
          requested quotations, such other major money center bank or banks
          in The City or New York selected by the Company, in consultation
          with the Determination Agent, to act as Reference Dealer or Dealers
          in replacement therefor.

          "Spot Rate" means the arithmetic means of the open market spot
          offer quotations for the Indexed Currency (spot bid quotations for
          the Denominated Currency) obtained by the Determination Agent from
          the Reference Dealers in The City of New York at approximately
          11:00 A.M., New York City time, on the Determination Date, for an
          amount of Indexed Currency equal to the Face Amount multiplied by
          the Base Exchange Rate, with settlement on the date of Maturity to
          be in the Denominated Currency; provided that if such quotations
          from the Reference Dealers are not available on the Determination
          Date due to circumstances beyond the control of the Company or the
          Determination Agent, the Spot Rate will be determined on the basis
          of the most recently available quotations from the Reference
          Dealers.  The Spot Rate shall be expressed in units of the Indexed
          Currency per one unit of Denominated Currency.

          In the absence of manifest error, the determination by the
Determination Agent of the Spot Rate and of the amount of principal and
interest payable in respect of this Note shall be final and binding on the
Company and the Holder hereof.

          If this Note is subject to an Annual Percentage Reduction as specified
above, the Redemption Price shall initially be the Initial Redemption Percentage
of the Principal Amount of this Note on the Initial Redemption Date and shall
decline at each anniversary of the Initial Redemption Date (each such, a
"Redemption Date") by the Annual Percentage Reduction of such Principal Amount
until the Redemption Price is 100% of such Principal Amount.

          In the event of any optional redemption by the Company, any repayment
at the option of the Holder, acceleration of the maturity of this Note or other
prepayment of this Note prior to the Maturity Date specified, the term
"Maturity" when used herein shall

<PAGE>
                                                                             5


refer, where applicable, to the date of redemption, repayment, acceleration
or other prepayment of this Note.

          Interest shall be payable from the Issue Date specified above or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for until the principal hereof is paid or made available for
payment.  Except as provided in the following paragraph, the Company will pay
interest semiannually on February 15 and August 15 of each year (unless other
Interest Payment Dates are specified above) (each an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding
the Issue Date, and at Maturity; provided that any payment of principal,
premium, if any, or interest to be made on any Interest Payment Date or on a
date of Maturity that is not a Business Day shall be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or date of Maturity, as the case may be, and no
additional interest shall accrue as a result of such delayed payment.  Each
payment of interest hereon shall include interest accrued through the day
before the Interest Payment Date or date of Maturity, as the case may be.
Unless otherwise specified above, interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.  In no event shall the
interest rate of this Note be higher than the maximum rate permitted by
applicable law, as the same may be modified by United States law of general
application.

          Unless otherwise specified above, the interest payable on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the Regular Record Date indicated above (whether or not a
Business Day) next preceding such Interest Payment Date; provided that,
notwithstanding any provision of the Indenture to the contrary, interest
payable on any date of Maturity shall be payable to the Person to whom
principal shall be payable; and provided, further, that, unless otherwise
specified above, in the case of a Note initially issued between a Regular
Record Date and the Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the Issue Date and ending on such Interest
Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the registered Holder on such next succeeding
Regular Record Date.

          Unless otherwise indicated above, and except as provided below if
this Note is a Global Security, all payments of interest on this Note (other
than interest payable at Maturity) will be made by check (unless otherwise
provided above, from an account at a bank located outside the United States
if such amount is payable in a Foreign Currency); provided that, if the
Holder hereof is the Holder of U.S. $10,000,000 or more in aggregate Face
Amount of Notes of this series of like tenor and term (or a Holder of the
equivalent thereof in a Foreign Currency determined as provided in Section 2
on the reverse hereof), such

<PAGE>
                                                                             6


Holder shall be entitled to receive interest payments in immediately
available funds, but only if complete and appropriate instructions have been
received in writing by the Trustee (or any such Paying Agent) on or prior to
the applicable Regular Record Date.  Simultaneously with any election by the
Holder hereof to receive payments in respect hereof in U.S. dollars, such
Holder may, if so entitled (as provided above), elect to receive such
payments in immediately available funds by providing complete and appropriate
instructions to the Trustee (or any such Paying Agent), and all such payments
will be made in immediately available funds to an account maintained by the
payee with a bank located outside the United States or as otherwise provided
above.

          Unless otherwise indicated above, and except as provided below if
this Note is a Global Security, payments of principal, premium, if any, and
interest payable at Maturity will be made in immediately available funds
(unless otherwise indicated above, payable to an account at a bank located
outside the United States if payable in a Foreign Currency) upon surrender of
this Note at the corporate trust office or agency of the Trustee (or any duly
appointed Paying Agent) maintained for that purpose in the Borough of
Manhattan, The City of New York (the "Corporate Trust Office"), provided that
this Note is presented to the Trustee (or any such Paying Agent) in time for
the Trustee (or any such Paying Agent) to make such payments in such funds in
accordance with its normal procedures.

          Unless otherwise specified above, if this Note is a Global
Security, payments of interest (other than at Maturity), will be made in
same-day funds in accordance with existing arrangements between the Trustee
(or any duly appointed Paying Agent) and the Depository.  Unless otherwise
specified above, if this Note is a Global Security, any principal, premium
and/or interest payable hereon at Maturity will be paid by wire transfer in
immediately available funds to an account specified by the Depository (which
account, unless otherwise provided above, will be at a bank located outside
the United States if payable in a Foreign Currency).

          The Company will pay any administrative costs imposed by banks in
making payments in immediately available funds, but any tax, assessment or
governmental charge imposed upon payments hereunder, including, without
limitation, any withholding tax, will be borne by the Holder hereof.

          References herein to "U.S. dollars" or "U.S. $" or "$" are to the coin
or currency of the United States as at the time of payment is legal tender for
the payment of public and private debts.

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

<PAGE>

                                                                               7


          This Note 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.

          IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused this
instrument to be signed by its Chairman of the Board, its President, its Vice
Chairman, 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.

Dated:

[SEAL]                             LEHMAN BROTHERS HOLDINGS INC.


                                   By:
                                      ------------------------------
                                      Chairman of the Board


                                   Attest:
                                          --------------------------
                                          Assistant Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

CITIBANK, N.A.
  as Trustee


By:
   -------------------------
   Authorized Officer



<PAGE>
                                                                               8



                                  [REVERSE OF NOTE]


                            LEHMAN BROTHERS HOLDINGS INC.
                             MEDIUM-TERM NOTES, SERIES
                                 (Currency Indexed)


          Section 1.  General.  This Note is one of a duly authorized series
of Notes of the Company designated as the Medium-Term Notes, Series E
(Currency Indexed) of the Company (herein called the "Notes"), limited in
aggregate principal amount to $             (or (i) the equivalent thereof
in Foreign Currencies or (ii) such greater amount, if OID Notes are issued,
as shall result in aggregate gross proceeds to the Company of
$             ), subject to reduction as a result of the sale under certain
circumstances of other debt securities of the Company.  The foregoing limit,
however, may be increased by the Company if in the future it determines that
it may wish to sell additional Notes.  The Notes are one of an indefinite
number of series of debt securities of the Company (collectively, the
"Securities") issued or issuable under and pursuant to an indenture dated as
of September 1, 1987, as amended (the "Indenture"), duly executed and
delivered by the Company and Citibank, N.A., as Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Securities.  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 and may otherwise
vary as in the Indenture provided.

          Section 2.  Currency Exchanges and Payments.  If the Denominated
Currency hereof is other than U.S. dollars (a Foreign Currency) and it is
specified on the face hereof that the Holder has the option to receive
payments in respect of this Note in U.S. dollars, the amount of any U.S.
dollar payment to be made in respect hereof will be determined by the
Exchange Rate Agent specified on the face hereof or a successor thereto (the
"Exchange Rate Agent"), based on the indicative quotation in The City of New
York selected by the Exchange Rate Agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment
date that yields the least number of U.S. dollars upon conversion of such
Foreign Currency.  Unless otherwise provided on the face hereof, such
selection shall be made from among the quotations appearing on the bank
composite or multi- contributor pages of the Reuters Monitor Foreign Exchange
Service or, if not available, the Telerate Monitor Foreign Exchange Service.
If such quotations

<PAGE>
                                                                               9


are unavailable from either such foreign exchange service, unless otherwise
provided on the face hereof, such selection shall be made from the quotations
received by the Exchange Rate Agent from no more than three nor less than two
recognized foreign exchange dealers in The City of New York selected by the
Exchange Rate Agent and approved by the Company (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on
such payment date, of the aggregate amount of such Foreign Currency payable on
such payment date in respect of all Notes denominated in such Foreign Currency
and for which the applicable dealer commits to execute a contract.  If no such
bid quotations are available, payments will be made in the Foreign Currency.

          Unless otherwise specified on the face hereof, if payment
hereon is required to be made in a Foreign Currency and such currency is
unavailable to the Company for making payments thereof due to the imposition of
exchange controls or other circumstances beyond the Company's control, or is no
longer used by the government of the country which issued such currency or for
the settlement of transactions by public institutions of or within the
international banking community, then the Company will be entitled to make
payments with respect hereto in U.S. dollars until such Foreign Currency is
again available or so used.  The amount so payable on any date in such Foreign
Currency shall be converted into U.S. dollars at a rate determined by the
Exchange Rate Agent on the basis of the noon buying rate in The City of New
York for cable transfers in the Foreign Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Foreign Currency on the second Business Day prior to such payment
date, or on such other basis as may be specified on the face hereof.  In the
event such Market Exchange Rate is not then available, the Company will be
entitled to make payments in U.S. dollars (i) if such Foreign Currency is not a
composite currency, on the basis of the most recently available Market Exchange
Rate for such Foreign Currency or (ii) if such Foreign Currency is a composite
currency, including, without limitation, the ECU, in an amount determined by
the Exchange Rate Agent to be the sum of the results obtained by multiplying
the number of units of each component currency of such composite currency, as
of the most recent date on which such composite currency was used, by the
Market Exchange Rate for such component currency on the second Business Day
prior to such payment date (or if such Market Exchange Rate is not then
available, by the most recently available Market Exchange Rate for such
component currency, or as otherwise specified on the face hereof).  Any payment
in respect hereof made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.

                 If the official unit of any component currency of a composite
currency is altered by way of combination or subdivision, the number of units
of that currency as a component shall be divided or multiplied in the same
proportion.  If two or


<PAGE>
                                                                              10


more component currencies are consolidated into a single currency, the amounts
of those currencies as components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency.  If any component currency is
divided into two or more currencies, the amount of that original component
currency as a component shall be replaced by amounts of such two or more
currencies having an aggregate value on the date of division equal to the
amount of the former component currency immediately before such division.

          In the event of an official redenomination of the Specified
Currency or the Optional Payment Currency (including, without limitation, an
official redenomination of any such currency that is a composite currency), the
obligations of the Company to make payments in or with reference to such
currency shall, in all cases, be deemed immediately following such
redenomination to be obligations to make payments in or with reference to that
amount of redenominated currency representing the amount of such currency
immediately before such redenomination.  In no event shall any adjustment be
made to any amount payable hereunder as a result of any redenomination of any
component currency of any composite currency (unless such composite currency is
itself officially redenominated).

          All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent expressly provided
herein that any determination is subject to approval by the Company) and, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder hereof, and the Exchange Rate Agent shall have no liability
therefor.

          All currency exchange costs will be borne by the Holder hereof
by deduction from the payments made hereon.

          Section 3.  Redemption.  If so specified on the face hereof,
the Company may at its option redeem this Note in whole or from time to time in
part on or after the date designated as the Initial Redemption Date on the face
hereof at either a price based on a constant percentage of the Principal Amount
of this Note as specified on the face hereof or at prices declining from the
premium specified on the face hereof, if any, to 100% of the Principal Amount
hereof, together, in each case, with accrued interest to the Redemption Date.
The Company may exercise such option by causing the Trustee to mail by
first-class mail to the Holder hereof a notice of such redemption at least 30
but not more than 60 days prior to the Redemption Date.  In the event of
redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof in accordance with the terms of the Indenture.
Unless otherwise specified on the face hereof, if less than all of the Notes
with like tenor and terms to this Note are to be redeemed, the Notes


<PAGE>
                                                                              11


to be redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.

          Section 4.  Sinking Funds.  Unless otherwise specified on the face
hereof, this Note will not be subject to any sinking fund.

          Section 5.  Optional Repayment.  If so specified on the face
hereof, this Note will be repayable prior to the Maturity Date at the option
of the Holder on the Optional Repayment Dates specified on the face hereof at
the Optional Repayment Prices specified on the face hereof, together with
accrued interest to the applicable Optional Repayment Date.  Unless otherwise
specified on the face hereof, in order for this Note to be so repaid, the
Company must receive, at least 30 but not more than 45 days prior to an
Optional Repayment Date, either (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth the name
of the Holder hereof, the Face Amount hereof, the Face Amount to be repaid,
the certificate number hereof or a description of the tenor and terms of this
Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note with the form below entitled "Option
to Elect Repayment" duly completed will be received by the Paying Agent not
later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and this Note and form duly completed are
received by the Paying Agent by such fifth Business Day.  Exercise of this
repayment option shall be irrevocable, except as otherwise provided under
Section 6.  The repayment option may be exercised by the Holder of this Note
with respect to less than the Face Amount then outstanding provided that the
Face Amount of the Note remaining outstanding after repayment is an
authorized denomination.  Upon such partial repayment this Note shall be
cancelled and a new Note or Notes for the remaining Face Amount hereof shall
be issued in the name of the Holder of this Note.

          Section 6.  Optional Interest Reset.  If so specified on the face
hereof, the Interest Rate on this Note may be reset at the option of the
Company, in the manner set forth below (unless otherwise specified on the
face hereof), on the Optional Reset Date or Optional Reset Dates specified on
the face hereof. The Company may exercise such option by notifying the
Trustee of such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date.  Not later than five Business Days after receipt
thereof, the Trustee will mail by first-class mail to the Holder of this Note
a notice (the "Reset Notice") setting forth (i) the election of the Company
to reset the interest rate, (ii) such new interest rate and (iii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or, if there

<PAGE>
                                                                              12


is no such next Optional Reset Date, to the Maturity Date of this Note (each
such period a "Subsequent Interest Period"), including the date or dates on
which or the period or periods during which and the price or prices at which
such redemption may occur during such Subsequent Interest Period.  The Reset
Notice shall be substantially in the form of Exhibit A to this Note.  Upon
the transmittal by the Trustee of a Reset Notice to the Holder of this Note,
such new interest rate shall take effect automatically, and, except as
modified by the Reset Notice and as described in the next paragraph, this
Note will have the same terms as prior to the transmittal of such Reset
Notice.

          Notwithstanding the foregoing, not later than 20 days prior to
an Optional Reset Date, the Company may, at its option, revoke the interest
rate provided for in the Reset Notice and establish an interest rate that is
higher than the interest rate provided for in the Reset Notice for the
Subsequent Interest Period commencing on such Optional Reset Date by causing
the Trustee to mail by first-class mail notice of such higher interest rate to
the Holder of this Note.  Such notice shall be irrevocable and shall be mailed
by the Trustee within five Business Days after receipt thereof.  All Notes with
respect to which the interest rate is reset on an Optional Reset Date will bear
such higher interest rate for the Subsequent Interest Period.

          If the Company elects to reset the interest rate of this Note,
the Holder of this Note will have the option to elect repayment by the Company
of this Note, or any portion hereof, on any Optional Reset Date at a price
calculated with reference to the Face Amount hereof to be repaid, plus any
interest accrued to, such Optional Reset Date.  In order to obtain repayment on
an Optional Reset Date, the Holder must follow the procedures set forth above
in Section 5 for optional repayment except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
this Note for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day prior to such Optional Reset Date; provided,
however, that if such day is not a Business Day, then such notice may be given
on the next succeeding Business Day.

          Section 7.  OID Notes.  If this Note is an OID Note, unless
otherwise specified on the face hereof, the amount payable in the event of
redemption by the Company, repayment at the option of the Holder or
acceleration of Maturity shall be the Amortized Face Amount of this Note as of
the date of such redemption, repayment or acceleration rather than the Face
Amount hereof.  The "Amortized Face Amount" of this Note shall be the amount
equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that
portion of the difference between the Issue Price and the

<PAGE>
                                                                              13


Face Amount hereof that has accrued at the Yield to Maturity set forth on the
face hereof (computed in accordance with generally accepted United States
bond yield computation principles) at the date as of which the Amortized Face
Amount is calculated, but in no event shall the Amortized Face Amount of this
Note exceed the Face Amount.

          Section 8.  Principal Amount For Indenture Purposes.  For the
purpose of determining whether Holders of the requisite amount of Notes
outstanding under the Indenture have made a demand, given a notice or waiver
or taken any other action, the outstanding principal amount of this Note will
be deemed to be the Face Amount.

          Section 9.  Modification and Waivers.  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, evidenced as in the
Indenture provided, 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) extend 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,
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, or in
the payment of any sinking fund installment or analogous obligation with
respect to Securities of such series.  Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future holders and owners of this Note and any Notes which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.

<PAGE>
                                                                              14


          Section 10.  Obligations Unconditional.  No reference herein to the
Indenture and no provisions of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest, if any, on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.

          Section 11.  Defeasance.  The Indenture contains provisions
for the discharge of the Indenture and defeasance at any time of the
indebtedness on this Note upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Note.

          Section 12.  Authorized Form and Denominations.  The Notes of this
series are issuable in registered form, without coupons.  Unless otherwise
set forth on the face hereof, Notes denominated in U.S. dollars will be
issued in Face Amount denominations of U.S. $100,000 and any integral
multiple of U.S. $1,000 in excess thereof.  Notes denominated in a Foreign
Currency will be issued in the denomination or denominations set forth on the
face hereof.  Each Note will be issued initially as either a Book-Entry Note
or a Certificated Note, 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.  Notes of this series are exchangeable for a like
aggregate Face Amount of Notes of this series of a different authorized
denomination, except that Book-Entry Notes will not be exchangeable for
Certificated Notes.

          Section 13.  Registration of Transfer.  As provided in the
Indenture and subject to certain limitations as therein set forth, the transfer
of this Note is registrable in the Security Register, upon surrender of this
Note for registration of transfer, at the Corporate Trust Office or agency in a
Place of Payment for this Note, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar requiring such written instrument of transfer duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series, of authorized denominations and for the same
aggregate Face Amount, will be issued to the designated transferee or
transferees.

          If this Note is a Global Security and if at any time the
Depository notifies the Company that it is unwilling or unable to continue as
Depository or if at any time the Depository

<PAGE>
                                                                              15


shall no longer be eligible under the Indenture, the Company shall appoint a
successor Depository.  If a successor Depository for the Securities of such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
issue, and the Trustee will authenticate and deliver, Notes in definitive
form in an aggregate Face Amount equal to the Face Amount hereof.

          No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

          Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Note is registered as the owner hereof
for all 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.

          Section 14.  Events of Default.  If an Event of Default with
respect to Notes of this series shall occur and be continuing, the principal
of the Notes of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.  In the event that this Note is an
OID Note or a Dual Currency Note, the amount of principal of this Note that
becomes due and payable upon such acceleration shall be equal to the amount
calculated as set forth in Section 7 hereof.  Upon payment (i) of the
aggregate applicable amounts of principal of the Notes of this series so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such
interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the Notes
of this series shall terminate.

          Section 15.  No Recourse Against Certain Persons.  No recourse
for the payment of the principal of, premium, if any, or interest on this Note,
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 Note, 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.

<PAGE>
                                                                              16


          Section 16.  Defined Terms.  All terms used but not defined in
this Note are used herein as defined in the Indenture.

          Section 17.  GOVERNING LAW.  THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




<PAGE>
                                                                              17


                              OPTION TO ELECT REPAYMENT


          The undersigned owner of this Note hereby irrevocably elects
to have the Company repay the Face Amount of this Note or portion hereof below
designated at (i) the Optional Repayment Percentage multiplied by the Principal
Amount of this Note to be repaid in respect of such Face Amount plus accrued
interest to the Optional Repayment Date, if this Note is to be repaid pursuant
to the Optional Repayment provision described in Section 5 hereof, or (ii) 100%
of the Principal Amount of this Note to be repaid in respect of such Face
Amount plus accrued interest to the Optional Reset Date, if this Note is to be
repaid pursuant to the Optional Interest Reset provision described in Section 6
hereof.  Any such election is irrevocable except as provided in Section 6
hereof.


Dated:_________________           _______________________________
                                  Signature
                                  Sign exactly as name appears on the front of
                                  this Note [SIGNATURE GUARANTEED - required
                                  only if Notes are to be issued and delivered
                                  to other than the registered Holder]


Face Amount to be                          Fill in for registration of
repaid, if amount to be                    Notes if to be issued otherwise
repaid is less than the                    than to the registered Holder:
Face Amount of this
Note (Face Amount                          Name:  ___________________________
remaining must be an                       Address:  ________________________
authorized denomination)                             ________________________
                                                      (Please print name
$_______________________                               and address including
                                                       zip code)



                                        SOCIAL SECURITY OR OTHER TAXPAYER ID
                                        NUMBER

                                        _________________________________





<PAGE>
                                                                              18



                                    ABBREVIATIONS


                 The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

         TEN COM                           -     as tenants in common
         TEN ENT                           -     as tenant by the entireties
         JT TEN                            -     as joint tenants with right of
                                                 survivorship and not as
                                                 tenants in common

         UNIF GIFT
         MIN ACT                           -     __________Custodian__________
                                                 (Cust)             (Minor)
                                                 Under Uniform Gifts to
                                                 Minors Act

                                                 _____________________________
                                                             (State)

Additional abbreviations may also be used though not in the above list.

                         FOR VALUE RECEIVED, the undersigned
                    hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________________________________
Please print or type name and address, including zip code of assignee

__________________________________________________________________
the within Note of LEHMAN BROTHERS HOLDINGS INC. and all rights thereunder and
does hereby irrevocably constitute and appoint





<PAGE>
                                                                              19


______________________________________________________Attorney to transfer the
said Note on the books of the within-named Company, with full power of
substitution in the premises.

Dated:______________________________

SIGNATURE GUARANTEED:__________________________________________


                                           NOTICE:  The signature to this
                                           assignment must correspond with the
                                           name as it appears upon the face of
                                           the within Note in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever.





<PAGE>
                                                                       EXHIBIT A


                                  RESET NOTICE


                         LEHMAN BROTHERS HOLDINGS INC.
                          Medium-Term Notes, Series
                               (Currency Indexed)
                             CUSIP No. ___________
                            Registered Nos. ___-___


          LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized
and existing under the laws of the State of Delaware (the "Company"), is the
issuer of the above-referenced Notes (the "Notes").  Capitalized terms used
herein and not defined are used as defined in the Notes.

          The Company hereby elects to reset the Interest Rate set forth
on the face of the Notes.  On and after _________________1/, the Interest Rate
shall be _______________.

          Each Holder of a Note has the option to elect repayment by the
Company of such Note, or any portion thereof, on any Optional Reset Date
pursuant to the terms of such Note.  The Notes may be repaid on the dates and
at the prices set forth below:



          Date                                       Redemption Price
          ----                                       ----------------




          IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused
this Reset Notice to be signed by its Chairman of the Board, its President, its
Vice Chairman, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer and to be attested by its Secretary or one of its Assistant
Secretaries.

Dated:                             LEHMAN BROTHERS HOLDINGS INC.


                                   By:
                                      -------------------------------
                                      Title:


                                   Attest:
                                          ---------------------------
                                          Title:




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

1/    Insert applicable Optional Reset Date.