LEHMAN ABS CORP
8-K, 1998-07-27
ASSET-BACKED SECURITIES
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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): July 27, 1998

     LEHMAN  ABS  CORPORATION,  (as  depositor  under  the  Pooling  and
     Servicing  Agreement,  dated  as  of  July  1,  1998,  which  forms
     BankBoston Home Equity Loan Trust 1998-1)

                            LEHMAN ABS CORPORATION
     -------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                      333-39649             13-3447441
- -------------------------------         ------------       -------------------
(State or Other Jurisdiction of         (Commission        (I.R.S. Employer
        Incorporation)                  File Number)       Identification No.)


Three World Financial Center
200 Vesey Street
New York, New York                                                   10022
- --------------------------------------------                       ----------
(Address of Principal Executive                                    (Zip Code)
Offices)



       Registrant's telephone number, including area code (212) 526-7000
                                                          ----- --------
- ------------------------------------------------------------------------------






Item 5.  Other Events.
- ----     ------------

Filing of Derived Materials.*
- ---------------------------

     In connection  with the offering of the BankBoston Home Equity Loan Asset
Backed Certificates,  Series 1998-1 (the "Certificates")  Lehman Brothers Inc.
and BancBoston Securities Inc., as underwriters of the Certificates (together,
the "Underwriters"), have prepared certain materials (the "Derived Materials")
for distribution to its potential investors.  Although the Registrant provided
the Underwriters with certain information regarding the characteristics of the
assets in the related portfolio,  it did not participate in the preparation of
the Derived Materials.  Concurrently with the filing hereof,  pursuant to Rule
311(i) of  Regulation  S-T, the  Registrant  is filing  certain  computational
materials by paper filing on Form SE.

     In addition,  pursuant to Rule 411 of  Regulation C under the  Securities
Act of 1933 and in  reliance  on MBIA  Insurance  Corporation,  SEC  No-Action
Letter  (September  6, 1996),  the Company will  incorporate  by reference the
financial statement of MBIA Insurance  Corporation ("MBIA") into the Company's
registration statement (File No. 333-39649).  The financial statements will be
referred to in the prospectus  supplement  relating to BankBoston  Home Equity
Loan  Asset-Backed  Certificates,   Series  1998-1.  In  connection  with  the
incorporation of such documents by reference, the Company is hereby filing the
consent of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the use of
their  name  in  such  preliminary  prospectus  supplement.   The  consent  of
PricewaterhouseCoopers is attached hereto as Exhibit 23.

     For  purposes of this Form 8-K,  Derived  Materials  shall mean  computer
generated tables and/or charts  displaying,  with respect to the Certificates,
any of the following:  yield; average life, duration;  expected maturity; loss
sensitivity;  cash flow characteristics;  background information regarding the
assets;  the proposed  structure;  decrement  tables;  or similar  information
(tabular  or   otherwise)   of  a   statistical,   mathematical,   tabular  or
computational  nature,  as well as certain matters  relating to the collateral
for such transaction.

     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 BankBoston Home Equity Loan Trust 1998-1.

Item 7.  Financial Statements, Pro Forma Financial
- ----     -----------------------------------------
         Information and Exhibits.
         ------------------------

(a)   Not applicable.

(b)   Not applicable.

(c)   Exhibits:

      23        Consent of PricewaterhouseCoopers.

      99.1      Derived Materials.

- ----------------------
*     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 BankBoston Home
      Equity Loan Trust 1998-1.






                                  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/ Samir A. Tabet
                                         -----------------------------
                                          Name:  Samir A. Tabet
                                          Title: Senior Vice-President

Dated:  July 24, 1998






                                 Exhibit Index
                                 -------------

Exhibit                                                                  Page
- -------                                                                  ----

23     Consent of PricewaterhouseCoopers ................................ 6

99.1   Derived Materials(P) ............................................. 7






                              Exhibit 23:  Consent of Independent Accountants.
                              -----------------------------------------------

We consent to the incorporation by reference in the Prospectus Supplement of
BankBoston Home Equity Loan Trust 1998-1, of our report dated February 3,
1998, on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997. We also consent to the
reference to our firm under the caption "Experts".

                                              \s\ PricewaterhouseCoopers LLP
                                              ------------------------------
                                                  PricewaterhouseCoopers LLP

New York, New York
July 27, 1998






                                             Exhibit 99.1:  Derived Materials.
                                             ---------------------------------

     In accordance with Rule 311(i) of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE.


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