LEHMAN ABS CORP
8-A12B, 2001-01-16
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 registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [X]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration 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 To                         Name Of Each Exchange On Which
Be So Registered                               Each Class Is To Be Registered
----------------                               ------------------------------

Corporate Backed Trust Certificates,           New York Stock Exchange
Series 2001-1, Class A-1

       Securities to be registered pursuant to Section 12(g) of the Act:
                                      NONE
                                (Title of class)


<PAGE>


ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                  The description of the Corporate Backed Trust Certificates,
Series 2001-1, Class A-1 is contained in the Prospectus, dated January 4, 2001,
included in the Registrant's Registration Statement on Form S-3 (No. 333-32105)
under the caption "Description of Certificates," which is incorporated herein by
reference, and in the Prospectus Supplement, dated January 4, 2001, to be filed
with the Commission pursuant to Rule 424(b)(2) 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. Certificate of Incorporation of Lehman ABS Corporation is
set forth as Exhibit 3.1 to the Registration Statement on Form S-3 and is
incorporated herein by reference.

                  2. By-laws, as amended, of Lehman ABS Corporation are set
forth as Exhibit 3.2 to the Registration Statement on Form S-3 and is
incorporated herein by reference.

                  3.  Form of Trust Agreement is set forth as Exhibit 4.1 to
the Registration Statement and is incorporated herein by reference.

                  4.  Form of Prospectus is attached to the Registration
Statement on Form S-3 and is incorporated herein by reference.

                  5. Form of Prospectus Supplement dated January 4, 2001 which
was filed with the Securities and Exchange Commission on January 12, 2001,
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, and is
incorporated herein by reference.

                  6.  Form of Series Supplement, dated as of January 16, 2001.





                                       2
<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: January 16, 2001


By:  /s/ Rene Canezin
     ----------------
     Name:  Rene Canezin
     Title:  Vice-President






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