LEHMAN ABS CORP
15-15D, 1997-06-13
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

   Certification  and Notice of Termination of Registration  under Section 12(g)
  of the  Securities  Exchange Act of 1934 or Suspension of Duty to File Reports
  Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 0-16527
                             Lehman ABS Corporation
             (Exact name of registrant as specified in its charter)

            3 World Financial Center, New York, NY 10285 212 526-0588
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

 ..................................COMMON STOCK.................................
            (Title of each class of securities covered by this Form)

 ......................................NONE......................................
   (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)       (  )           Rule 12h-3(b)(1)(ii)        (  )
Rule 12g-4(a)(1)(ii)      (  )           Rule 12h-3(b)(2)(i)         (  )
Rule 12g-4(a)(2)(i)       (  )           Rule 12h-3(b)(2)(ii)        (  )
Rule 12g-4(a)(2)(ii)      (  )           Rule 15d-6                  ( X)
Rule 12h-3(b)(1)(i)       (  )

Approximate number of holders of record as of the certification or notice date:
 ..........1.........................................................
Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

DATE:  June 13, 1997                   BY:      /s/  Edward S. Grieb
                                                     Edward S. Grieb
                                                     Assistant Controller

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature. 



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