LEHMAN ABS CORP
8-K, 1996-11-25
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   Form 8-K

                                CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

                    Date of Report (Date of earliest Event
                         Reported)  November 25, 1996

     LEHMAN  ABS  CORPORATION,  (as  depositor  under  the  Pooling  and
     Servicing Agreement,  dated as  of April 1,  1996 which  formed the
     Lehman FHA Title I Loan Trust 1996-2).

                           LEHMAN ABS CORPORATION                   
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     (Exact name of registrant as specified in its charter)

         Delaware                 333-3911            13-3447441 
- ----------------------------  ---------------     ------------------
(State or Other Jurisdiction    (Commission       (I.R.S. Employer
     of Incorporation)          File Number)      Identification No.)

Three World Financial Center
200 Vesey Street
New York, New York                                  10285  
- -----------------------------------------------------------
(Address of Principal                             (Zip Code)
 Executive Offices)

Registrant's telephone number, including area code (212) 526-7000
                                                   ----- --------


Item 5.  Other Events.
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Filing of Computational Materials.
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     In connection with  the offering of  the Lehman FHA  Title I Loan  Trust
1996-2,  FHA   Title  I   Loan  Asset-Backed   Certificates,  Class   S  (the
"Certificates"), Lehman  Brothers Inc.,  as underwriter  of the  Certificates
(the  "Underwriter"),  has  prepared  certain  materials  (the "Computational
Materials")  for  distribution  to its  potential  investors.    Although the
Company  provided  the  Underwriter with  certain  information  regarding the
characteristics of the Loans in the related portfolio, it did not participate
in the  preparation of  the Computational Materials.   Concurrently  with the
filing hereof,  pursuant to  Rule 202  of Regulation  S-T, the  Registrant is
filing the Computational Materials by paper filing  on Form SE in reliance on
a continuing hardship exemption.

     For  purposes  of this  Form  8-K,  Computational  Materials shall  mean
computer  generated  tables and/or  charts  displaying, with  respect  to the
Certificates, any of  the following: yield; average  life, duration; expected
maturity;   interest   rate   sensitivity;  loss   sensitivity;   cash   flow
characteristics; background  information regarding  the  Loans; the  proposed
structure; decrement tables; or similar information (tabular or otherwise) of
a   statistical,  mathematical,  tabular   or  computational  nature.     The
Computational Materials are attached hereto as Exhibit 99.1.

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*   Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus dated April 12, 1996 relating to
the offering of the Certificates.



Item 7.   Financial Statements, Pro Forma Financial
- ----      -----------------------------------------
          Information and Exhibits.
          ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     99.1 Computational Materials.




                                  SIGNATURES

Pursuant to  the requirements  of the  Securities Exchange  Act of 1934,  the
registrant  duly  caused  this report  to  be  signed on  its  behalf  by the
undersigned hereunto duly authorized.

                              LEHMAN ABS CORPORATION



                              By: /s/ Martin P. Harding                  
                                  --------------------------------
                                  Martin P. Harding
                                  Managing Director
                                    


Dated:  November 25, 1996


                               Exhibit Index
                               -------------

Exhibit                                           Page
- -------                                           ----

99.1 The Computational Materials.                   6




                                Exhibit 99.1
                                ------------


     In  accordance  with  Rule  202  of  Regulation  S-T, the  Computational
Materials  are  being  filed on  paper  pursuant  to Form  SE  pursuant  to a
continuing hardship exemption.



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