LEHMAN ABS CORP
8-A12B, 1997-09-04
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               securities and is to become effective
upon filing pursuant to General           simultaneously with the effectiveness
Instruction  A(c)(1) please check         of a concurrent registration
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
   -------------------                       ------------------------------

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


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
- --------------------------------------------------------------------------------
                                (Title of class)



NYFS10...:\83\73683\0201\1906\FRM8187N.47B
<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              The description of the Corporate Bond-Backed Certificates, Series
1997-USW-2, 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
September 3, 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 September 5, 1997, between the Registrant and
    The Bank of New York, relating to the Corporate Bond-Backed Certificates,
    Series 1997-USW-2.






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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:  September 3, 1997                  By: /s/ Mark L. Zusy
                                             ------------------------------
                                             Name: Mark L. Zusy
                                             Title: Senior Vice President



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<PAGE>



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