SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 10-K

[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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LEHMAN ABS CORPORATION
----------------------

TABLE OF CONTENTS
                                                                         Page
PART I
    Item  1. Business....................................................3

    Item  2. Properties..................................................3

    Item  3. Legal Proceedings...........................................3

    Item  4. Submission of Matters to a Vote of Security Holders.........3

PART II
    Item  5. Market for Registrant's Common Equity and Related
             Stockholder Matters.........................................3

    Item  6. Selected Financial Data.....................................3

    Item  7. Management's Discussion and Analysis of Financial
             Condition and Results of Operations.........................4

    Item  8. Financial Statements and Supplementary Data.................4

    Item  9. Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.........................4

PART III
    Item 10. Directors and Executive Officers of the Registrant..........4

    Item 11. Executive Compensation......................................4

    Item 12. Security Ownership of Certain Beneficial
                  Owners and Management..................................4

    Item 13. Certain Relationships and Related Transactions..............4

PART IV
    Item 14. Exhibits, Financial Statement Schedules and
             Reports on Form 8-K.........................................4

SIGNATURE................................................................6

Supplemental Information to be Furnished with Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which 
Have Not Registered Securities Pursuant to Section 12 of the Act.........7

INDEX TO EXHIBITS........................................................8


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This Annual Report on Form 10-K is filed in accordance with a letter dated March
30, 1994 sent to the Office of Chief Counsel,  Division of Corporate  Finance of
the Securities and Exchange  Commission (the  "Commission")  requesting that the
Commission  enter an order pursuant to Section 12(h) of the Securities  Exchange
Act of 1934 (the  "Exchange  Act"),  granting  exemption  for the Trust from the
reporting requirements of Section 13 and 15(d) and from the operation of Section
16 of the Exchange Act, or issue a no action letter to like effect. Accordingly,
responses  to certain  Items have been  omitted  from or modified in this Annual
Report on Form 10-K.


PART I


Item 1.  Business

Omitted.

Item 2.  Properties

Omitted.

Item 3.  Legal Proceedings

The Registrant is not aware of any material legal  proceeding  with respect to a
Pool,  the  Trustee,  the  Servicer or LABS with  respect to a Pool,  other than
ordinary routine litigation  incidental to the duties of the Trustee or Servicer
under the related Pooling and Servicing Agreement.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was  submitted to a vote or consent of  Certificateholders  during the
fiscal year covered by this report.


PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

The Trust does not issue  stock.  There is currently  no  established  secondary
market  for the  Certificates.  As of January  2,  1997,  there  were  seventeen
Certificateholders.

Item 6.  Selected Financial Data

Omitted.


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Item 7.  Management's Discussion and Analysis of Financial condition and Results
         of Operations

Omitted.

Item 8.  Financial Statements and Supplementary Data

Omitted.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

There was no change of  accountants  or  disagreement  with  accountants  on any
matter of accounting principles or practices or financial disclosure.


PART III

Item 10. Directors and Executive Officers of the Registrant

Omitted.

Item 11. Executive Compensation

Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Omitted.

Item 13. Certain Relationships and Related Transactions

Omitted.


PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report:

         (1)  Financial Statements:

              Omitted.


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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.




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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: March 27, 1997             By:    /s/ Ron Feldman
                                        ----------------
                                        Ron Feldman
                                        Vice President




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SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.



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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


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In accordance  with the letter dated March 30, 1994 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the Annual  Statement of  Compliance
required  under the  Pooling and  Servicing  Agreement  dated May 1, 1996.  Such
statement,  as  required  under  Section  3.09  of  the  Pooling  and  Servicing
Agreement, is due on or before the last day of the fifth month following the end
of the Servicer's  fiscal year (December 31),  beginning in 1997. Since there is
no requirement for the current year, the statement is not included as an exhibit
to this Form 10-K.




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                                  EXHIBIT 99.2


                             ANNUAL SERVICING REPORT


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In accordance  with the letter dated March 30, 1994 sent to the  Securities  and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the Annual Servicing Report required
under the Pooling and Servicing Agreement dated May 1, 1996. Such statement,  as
required under Section 3.10 of the Pooling and Servicing Agreement, is due on or
before  the last day of the  fifth  month  following  the end of the  Servicer's
fiscal year (December 31),  beginning in 1997. Since there is no requirement for
the current year, the statement is not included as an exhibit to this Form 10-K.

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