SECURITIES AND EXCHANGE COMMISSION


                              Washington, D.C.  20549


                                    FORM 10-K/A

[X]   Annual report  pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 for the period from May 1, 1996  (Commencement  of Operations)
      to December 31, 1996

[     ]  Transition  report  pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934 for the transition period from to


Commission File Number - 333-01451

      LEHMAN ABS  CORPORATION,  (as  depositor  under the Pooling and  Servicing
      Agreement,  dated as of May 1, 1996,  which forms  Lehman Home Equity Loan
      Trust  1996-2,  which will issue the Lehman Home Equity Loan Trust 1996-2,
      Home Equity Loan Asset-Backed Certificates, Series 1996-2).

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

        Delaware
13-3447441
(State or other jurisdiction of                            (I.R.S.  Employer
incorporation or organization)                            Identification No.)

  Three World Financial Center
  200 Vesey Street
  New York, New York                                         10022
  (Address of principal executive offices)                   (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing  requirements  for the past 90 days.  Yes X No  

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
              
Page 1 of 8 This report  consists of 12 consecutively numbered pages.


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                                         2













                                AMENDMENT NUMBER
                                     1 OF 1






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      (2) Financial Statement Schedules:

          Omitted.

      (3) Exhibits:

          Derived Materials of Lehman Brothers and of First Union dated May 1996
          for Lehman Home Equity Loan Asset-Backed  Certificates,  Series 1996-2
          (incorporated  by reference  to Exhibits 1 and 2 to Current  Report on
          Form 8-K dated May 1996).

          Annual Statement of Compliance, filed as Exhibit 99.1 hereto.

          Annual Servicing Report, filed as Exhibit 99.2 hereto.

(b)   Reports  on Form  8-K:  The  following  Current  Reports  on Form 8-K were
      filed by the Registrant.

          A Current Report on Form 8-K, dated  September 26, 1996, was filed for
          the purpose of filing the  Monthly  Certificateholder  Statements,  as
          Exhibits  99.1 through 99.3 for payments  made on June 25, 1996,  July
          25, 1996, and August 26, 1996, respectively.  A Current Report on Form
          8-K,  dated February 11, 1997, was filed for the purpose of filing the
          Monthly  Certificateholder  Statements,  as Exhibits 99.1 through 99.5
          for payments  made on September 25, 1996,  October 25, 1996,  November
          25,  1996,  December 26, 1996 and January 27,  1997,  respectively.  A
          Current  Report on Form 8-K,  dated March 27, 1997,  was filed for the
          purpose of filing the Monthly Certificateholder  Statement, as Exhibit
          99.6 for payments  made on February 25,  1997.  The items  reported in
          such Current Report were Item 5 (Other Events).

(c)   Exhibits to this report are listed in Item (14)(a)(3) above.




<PAGE>



SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              CHASE MANHATTAN BANK
                           (SUCCESSOR BY MERGER OF THE
                          CHASE MANHATTAN BANK, N.A.),
                                    AS TRUSTEE, FOR
                                    LEHMAN HOME EQUITY LOAN TRUST 1996-2


Date: August 1, 1997          By:    /s/                   Ron
                                    --------------------------
Feldman
                                    Ron Feldman
                                    Vice President




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INDEX TO EXHIBITS


Exhibit
Number                        Description of Exhibits                  Page


    4.1        Derived  Materials of Lehman  Brothers and of First Union * dated
               May 1996 for Lehman Home Equity Loan  Asset-Backed  Certificates,
               Series 1996-2  (incorporated  by reference to Exhibits 1 and 2 to
               Current Report on Form 8-K dated May 1996).

   99.1        Annual Statement of Compliance                                 9

   99.2        Annual Servicing Report
11






















* Incorporated by reference.


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                                  EXHIBIT 99.1


                         ANNUAL STATEMENT OF COMPLIANCE


<PAGE>



First Union National Bank of North Carolina

Master Servicing Division
301 South College Street, TW9
Charlotte, North Carolina  28288-0828
7040374-2487
Fax 704 383-0387



                             OFFICER'S CERTIFICATE

Reference is hereby made to that certain  Pooling and Servicing  Agreement dated
as of May 1, 1996 among First Union National Bank of North Carolina,  Lehman ABS
Corporation  and The Chase  Manhattan  Bank with  respect  to Home  Equity  Loan
Asset-Backed  Certificates,  Series 1996-2 (the "Agreement").  Capitalized terms
used  herein not  otherwise  defined  shall have the  meanings  assigned  in the
Agreement.

Pursuant to Section  3.10 of this  Agreement,  I, Karl  Mendenhall,  Senior Vice
President,  and I, Anthony J. Gagliardo,  Vice President of First Union National
Bank of North Carolina, as Servicer (the "Servicer"), do hereby certify that:

    1.   The Servicer has fully  complied with the provisions of Article III and
         V, as  applicable,  of the Agreement  during the period from the May 1,
         1996 through December 31, 1996;

    2.   A review of the  activities of the Servicer  during the period from May
         1,  1996  through  December  31,  1996  and of  performance  under  the
         Agreement during such period has been made under my supervision; and

    3.   To the best of my  knowledge,  based on such  review,  the Servicer has
         fulfilled all its obligations under the Agreement throughout the period
         May 1, 1996 through December 31, 1996.

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 7th
day of April, 1997.


                     Karl Mendenhall, Senior Vice President


                      Anthony J. Gagliardo, Vice President





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                                  EXHIBIT 99.2


                             ANNUAL SERVICING REPORT


<PAGE>









First Union National Bank of North Carolina
301 South College Street, TW6
Charlotte, North Carolina  28268-0828
800 786-8919
Fax 704 383-0387



                              Management Assertion

As of and for the year ended December 31, 1996, except as noted in the following
paragraphs,  First Union  National  Bank of North  Carolina's  Master  Servicing
Division  (the  Company) has compiled in all material  respects with the minimum
servicing  standards  for master  servicers  set forth in the  Mortgage  Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP).  With respect to minimum servicing  standards I.4., II.1., II.2., II.3.,
II.4., III.2.,  III.3.,  III.4., III.6., V.1., V.2., V.3., V.4. and VI.1. as set
forth in such  program,  the Company  relies on the  performance  of its primary
servicers.   There  were  instances  of  noncompliance  with  minimum  servicing
standards by primary servicers noted in the most recently  received  independent
auditors reports for several primary servicers. These instances of noncompliance
are discussed below.

From July to December  1996,  the Company was not in full  compliance  with USAP
standard I.1, relating to reconciliations of custodial bank accounts,  including
the  preparation  of the  reconciliations  within 45 calendar days of the cutoff
date and the  identification  of all reconciling  items. The  noncompliance  was
primarily concentrated in 18 of the Company's 157 custodial bank accounts. Since
January  1997,  the Company has worked  diligently  to  properly  reconcile  all
affected  accounts and all accounts are currently  being  reconciled in a timely
manner with only certain pre-1997 unidentified reconciling items existing. Based
on the method that the Company uses to  calculate  investor  remittances,  it is
management's  belief  that the  custodial  bank  account  should  not affect any
trustee or investor in any manner.  Once Management  believes that all custodial
bank accounts have been  completely  reconciled,  which is expected to be on May
31,  1997,  we plan to engage our external  auditors,  KPMG Peat Marwick LLP, to
perform an interim 1997  examination of the USAP standard  relating to custodial
bank account reconciliations. We will make this report available upon request.

As discussed  above,  with respect to minimum  servicing  standards I.4.,  II.1,
II.2., II.3., II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4., and
VI.1.  of the  USAP,  the  Company  relies  on the  performance  of its  primary
servicers.  As part of our on-going  monitoring  of the primary  servicers,  the
Company obtains  independent  accountant's  reports  regarding those  companies'
compliance with minimum servicing standards.  The Company's readings of the most
recently  available  reports noted certain instances of noncompliance by primary
servicers that are reported below:

Instances of exceptions with respect to the Company's  approximately 190 primary
servicers were:

    Custodial Bank Accounts (USAP standard I.1.) - five primary servicers
 Unissued Checks (III.6.) - one primary servicer
 Escrow Account Analysis (V.3.) - two primary servicers
 Delinquencies (VI.1.) - four primary servicers
    The Company does not have current  USAP's for primary  servicers  comprising
   approximately 16% of the master servicing portfolio,  therefore, we could not
   review the most recently available reports.

The  Company  has a  process  in place to review  the  financial  soundness  and
servicing  performance  of primary  servicers  on an annual  basis.  Among other
factors,  the  Company  considers  the results of the  primary  servicers'  USAP
reports in these reviews and takes  appropriate  corrective  actions where it is
warranted. The Company is currently in the process of obtaining the most current
USAP's for those primary servicers for which it has not yet been received.

As of and for this same  period,  the  Company had in effect  fidelity  bond and
errors and  omissions  insurance  policies in the amount of $100 million and $20
million, respectively.



Karl J. Mendenhall      4/28/97           Anthony J. Gagliardo    4/28/97
Senior Vice President                     Vice President
Master Servicing                                Master Servicing





Bruce W. Good           4/28/97           John M. Church          4/28/97
Assistant Vice President                        Senior Vice President
Master Servicing                                Structured Servicing Products





<PAGE>


KPMG Peat Marwick LLP
Suite 2800
Two First Union Center
Charlotte, NC  28282-8290



                        Independent Accountants' Report


The Board of Directors
First Union National Bank of North Carolina:

We Have examined management's assertion about First Union National Bank of North
Carolina Master Servicing  Division's (the Company)  compliance with the minimum
servicing standards  identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (the USAP) as of and for
the year  ended  December  31,  1996  included  in the  accompanying  management
assertion.  In as much as the Company does not service the loans  underlying the
master  servicing  directly,   our  procedures  relative  to  minimum  servicing
standards I.4, II.1, II.2, II.3, II.4,  III.2,  III.3,  III.4,  III.6, V.1, V.2,
V.3, V.4, and VI.1 of the USAP, involved obtaining and reading the most recently
available reports from the primary servicers'  independent auditors. Our opinion
as expressed herein,  insofar as it relates to such minimum servicing  standards
performed  by such  primary  servicers,  is solely based upon the reports of the
respective  independent  auditors.  Management is responsible  for the Company's
compliance with those minimum  servicing  standards.  Our  responsibility  is to
express an opinion on  management's  assertion  about the  Company's  compliance
based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our opinion,  management's  assertion that,  except for  noncompliance by the
Company  relating  to  custodial  bank  account   reconciliations   and  various
noncompliance  with  minimum  servicing  standards  by certain  of it's  primary
servicers noted from reading other independent  auditors'  reports,  the Company
compiled with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 1996, is fairly stated, in all material respects.

                              KPMG Peat Marwick LLP

April 28, 1997