LEHMAN ABS CORP
8-K, 1998-06-19
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): June 17, 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
       -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                       333-39649                 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
                                                   ----- --------
________________________________________________________________________________




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

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

         In  connection  with the  offering of the  Mortgage  Loan Asset  Backed
Certificates,  Series  1998-OFS2 (the  "Certificates")  Lehman Brothers Inc., as
underwriter  of the  Certificates  (the  "Underwriter"),  has  prepared  certain
materials (the "Derived Materials") for distribution to its potential investors.
Although the  Registrant  provided  the  Underwriter  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 202 of Regulation 202, the Registrant is filing
certain  computational  materials  by paper  filing on Form SE in  reliance on a
continuing hardship exemption.

         For purposes of this Form 8-K,  Derived  Materials  shall mean computer
generated tables and/or charts displaying, with respect to the Notes, 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 Ocwen Mortgage Loan Trust 1998-OFS2.



______________

*    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 Ocwen Mortgage Loan Trust 1998-OFS2.

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

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1              Derived Materials

                                   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:  June 17, 1998

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

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

99.1     Derived Materials ...............................................6



                                                                    Exhibit 99.1

     In accordance with Rule 202 of Regulation S-T, the Computational  Materials
are being filed on paper  pursuant to Form SE pursuant to a continuing  hardship
exemption.


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