LEHMAN ABS CORP
8A12BEF, 1997-04-23
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 registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [X]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration 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
- - -------------------                               ------------------------------

Corporate Bond-Backed Certificates,               New York Stock Exchange
 Series 1997-USW-1, Class A-1 and
 Series 1997-USW-1, Class A-2

        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 Corporate Bond-Backed Certificates,
Series 1997-USW-1, Class A-1 and Class A-2 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 April
22, 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 April 24, 1997, between the Registrant and
     The Bank of New York, relating to the Corporate Bond-Backed Certificates,
     Series 1997-USW-1.




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<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:  April 23, 1997                       By: /s/ Mark Zusy
                                               -------------------------
                                            Name:  Mark Zusy
                                            Title: Senior Vice President



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