LEHMAN ABS CORP
8-A12B, 1997-08-29
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         securities and is to become effective
 filing pursuant to General               simultaneously with the effectiveness
 Instruction A(c)(1) please               of a concurrent registration
 check the 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
 -------------------                       -------------------------------

 S&P-Linked Investment Trust               New York Stock Exchange
 Certificates, Series 1997-SP-1


        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 S&P-Linked Investment Trust 
Certificates, Series 1997-SP-1 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 August 26, 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 August 29, 1997,
      between the Registrant and The Bank of New York, relating to the
      S&P-Linked Investment Trust Certificates, Series 1997-SP-1.




                                        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:  August 26, 1997                   By:    /s/ Martin P. Harding
                                            ------------------------------------
                                                  Name:  Martin P. Harding
                                                  Title: Managing Director









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