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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): June 24, 1998
LEHMAN ABS CORPORATION, (as depositor under the Pooling and
Servicing Agreement, dated as of June 1, 1998, which forms Ocwen
Mortgage Loan Trust 1998-OFS2).
LEHMAN ABS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-39649 13-3447441
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(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
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(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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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 Financial Security Assurance Inc.,
into the Registrant's registration statement (File No. 333-39694). The
financial statements will be referred to in the prospectus supplement
relating to Ocwen Mortgage Loan Trust 1998-OFS2. In connection with the
incorporation of such documents by reference, the Registrant is hereby filing
the consent of Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to the use of
their name in such prospectus supplement. The consent of Coopers & Lybrand
is attached hereto as Exhibit 23.1.
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:
23.1 The Consent of Independent Auditors of the Certificate Insurer
to the Ocwen Mortgage Loan Trust 1998-OFS2.
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
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Name: Samir A. Tabet
Title: Senior Vice President
Dated: June 25, 1998
Exhibit Index
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Exhibit Page
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23.1 The Consent of Coopers & Lybrand . . . . . . . . . . . . . . . . . 5
Exhibit 23.1
EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus Supplement of Lehman ABS
Corporation relating to the Ocwen Mortgage Loan Asset Backed Certificates,
Series 1998-OFS2 of our report dated January 26, 1998, on our audits of the
consolidated financial statements of Financial Security Assurance Inc. 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/Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
June 24, 1998
