LEHMAN ABS CORP
8-A12B, 1997-11-12
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 Treasury Strip Trust Certificates,     New York Stock Exchange
   Series 1997-USTS-3


        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 Treasury Strip Trust
Certificates, Series 1997-USTS-3 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 November 6, 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 November 6, 1997,
      between the Registrant and The Bank of New York, relating to the Callable
      Treasury Strip Trust Certificates, Series 1997-USTS-3.




                                        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:  November 10, 1997                By: /s/ Mark L. Zusy
                                                --------------------------
                                          Name: Mark L. Zusy
                                         Title: Senior Vice President



                                        




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