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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): September 17, 1997
LEHMAN ABS CORPORATION, (as depositor under the Trust Agreement,
dated as of September 1, 1997, which forms Mortgage Index
Amortizing Trust 1997-1, which will issue Fixed Rate Asset Backed
Notes, Class A1).
LEHMAN ABS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-14293 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 10022
____________________________ _________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 526-7000
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Item 5. Other Events.
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Filing of Derived Materials.*
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Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K ("the
Form 8-K"), Lehman ABS Corporation (the "Company") is filing a prospectus and
prospectus supplement with the Securities and Exchange Commission in relation
to its Mortgage Index Amoritzing Trust 1997-1.
Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), Lehman ABS Corporation (the "Registrant") will incorporate
by reference the financial statements of Ambac Assurance Corporation, into
the Registrant's registration statement (File No. 333-14293). The financial
statements will be referred to in the prospectus supplement relating to
Mortgage Index Amortizing Trust 1997-1. In connection with the incorporation
of such documents by reference, the Registrant is hereby filing the consent
of KPMG Peat Marwick LLP. ("Peat Marwick") to the use of their name in such
prospectus supplement. The consent of Peat Marwick is attached hereto as
Exhibit 1.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. The Consent of Independent Auditors of the Swap Guarantor to
the Mortgage Index Amortizing Trust 1997-1 and its subsidiaries as of
December 31, 1996 and 1995, and for the three-year period ended December 31,
1996, included in the comment report on Form 8-K of Ambac Financial Group
(formerly AMBAC Inc.) (which was filed with the Securities and Exchange
Commission on March 12, 1997) and the consolidated financial statements of
Ambac Assurance Corporation and its subsidiaries as of June 30, 1997, and for
the periods ended June 30, 1997 and June 30, 1996, included in the quarterly
report on Form 10-Q of Ambac Financial Group for the period ended June 30,
1997 (which was filed with the Securities and Exchange Commission on August
14, 1997).
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus and the Prospectus Supplement of
Lehman ABS Corporation, relating to its Mortgage Index Amortizing Trust 1997-
1, Fixed Rate Asset Backed Notes, Class A1.
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 Harding
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Martin Harding
Managing Director
Dated: September 22, 1997
Exhibit Index
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Exhibit Page
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23. The Consent of KPMG Peat Marwick LLP. . . . . . . 6
EXHIBIT 23: INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-14293) of Mortgage Index Amortizing Trust 1997-1 (the "Registrant")
and in the Prospectus Supplement of the Registrant dated September 17, 1997
(the "Prospectus Supplement") of our report dated January 30, 1997 on the
consolidated financial statements of Ambac Assurance Corporation (formerly
Ambac Indemnity Corporation) as of December 31, 1996 and 1995, and for each
of the years in the three-year period ended December 31, 1996, which report
appears in the Form 8-K of Ambac Financial Group, Inc. (formerly AMBAC Inc.)
dated March 12, 1997 and to the reference to our firm under the heading
"Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
New York, New York
September 22, 1997
