LEHMAN ABS CORP
8-A12B, 1997-10-30
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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


               Delaware                                          13-3447441
- ----------------------------------------                       -------------
(State of incorporation or organization)                       (IRS Employer
                                                             Identification No.)


3 World Financial Center, New York, New York                        10285
- --------------------------------------------                        -----
(Address of principal executive offices)                          (Zip Code)


If this Form relates to the                If this Form relates to the 
registration of a class of debt            registration of a class of debt 
securities and is effective upon filing    securities and is to become effective
pursuant to General Instruction            simultaneously with the effectiveness
A(c)(1) please check the                   of a concurrent registration 
following box. [X]                         statement under the Securities
                                           Act of 1933 pursuant to General
                                           Instruction A(c)(2) please check
                                           the following box.   [_]


        Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered
- -------------------                               ------------------------------

Callable Zero Coupon Trust Certificates,          New York Stock Exchange
 Series 1997-TVA-2, Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-6


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
- --------------------------------------------------------------------------------
                                (Title of class)

<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              The description of the Callable Zero Coupon Trust Certificates,
Series 1997-TVA-2, Class A-1 through Class A-6 is contained in the Prospectus,
dated November 15, 1995, included in the Registrant's Registration Statement on
Form S-3 (No. 33-73438) under the caption "Description of Certificates," which
is incorporated herein by reference, and in the Prospectus Supplement, dated
October 28, 1997, to be filed with the Commission pursuant to Rule 424(b)(5)
under the Securities Act of 1933, under the caption "Description of the
Certificates," which Prospectus Supplement, together with the Prospectus, shall
be deemed to be incorporated herein by reference.


ITEM 2.  EXHIBITS.

              The securities described herein are to be registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934 on an exchange on which
other securities of the Registrant are currently registered. In accordance with
Part II to the instructions regarding exhibits on Form 8-A, the following
exhibits shall be filed with each copy of the Registration Statement filed with
such exchange.

1.  Standard Terms for Trust Agreements, dated as of February 28, 1996, between
    the Registrant and The Bank of New York, as Trustee, as supplemented by the
    Series Supplement, dated as of October 31, 1997, between the Registrant and
    The Bank of New York, relating to the Callable Zero Coupon Trust
    Certificates, Series 1997-TVA-2.






                                        2
<PAGE>
                                    SIGNATURE



         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                            LEHMAN ABS CORPORATION
                                            (Registrant)

Date:  October 28, 1997                     By: /s/ Mark L. Zusy
                                               ---------------------------
                                            Name: Mark L. Zusy
                                            Title: Senior Vice President





                                      


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