SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-K
         --------------------------------------------------------------


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                     For Fiscal Year Ended December 31, 1997
                         Commission File Number 33-17232

                       ASSET BACKED SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                            <C>
                  Delaware                                                  13-3354848
----------------------------------------------                 ------------------------------------
(State or other jurisdiction of incorporation)                 (I.R.S. Employer Identification No.)


    11 Madison Avenue, New York, New York                                      10010
----------------------------------------------                 ------------------------------------
  (Address of principal executive offices)                                  (Zip Code)

Registrant's telephone number, including area code                        212-325-1811
                                                               ------------------------------------
</TABLE>


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

Securities registered pursuant to Section 12(g) of the Act:

           Title of                               Number of shares outstanding
          each class                                 as of December 31, 1997
          ----------                                 -----------------------

         Common Stock                                         1,000
    par value $1 per share

As of March 26, 1998 none of the Registrant's Common Stock was held by
non-affiliates.


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
                                       ---      ---



<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                                      INDEX
                                                                          Page
                                                                         Number
                                                                        ------
PART I

         Item   1.  Business                                               3
         Item   2.  Properties                                             5
         Item   3.  Legal Proceedings                                      5
         Item   4.  Submission of Matters to a Vote of Security Holders    5

PART II

         Item   5.  Market for Registrant's Common Equity and Related
                         Stockholder Matters                               6
         Item   6.  Selected Financial Data                                6
         Item   7.  Management's Discussion and Analysis of Financial
                         Condition and Results of Operations               6
         Item   8.  Financial Statements                                   7

PART III

         Item   9.  Changes in and Disagreements with Accountants on
                         Accounting and Financial Disclosure              14
         Item   10. Directors and Executive Officers of the Registrant    14
         Item   11. Executive Compensation                                14
         Item   12. Security Ownership of Certain Beneficial Owners
                         and Management                                   14
         Item   13. Certain Relationships and Related Transactions        14

PART IV

         Item   14. Exhibits, Financial Statement Schedules, and Reports
                           on Form 8-K                                    15

SIGNATURES                                                                16
INDEX TO EXHIBITS                                                         17
CONSENT OF INDEPENDENT AUDITORS                                           18


                                     Page 2


<PAGE>

PART I

Item 1.       Business
              --------
              Asset Backed Securities Corporation (the "Company") is a wholly
              owned subsidiary of Collateralized Mortgage Securities
              Corporation, which is a wholly owned subsidiary of Credit Suisse
              First Boston Management Corporation ("FBSC"), which is a wholly
              owned subsidiary of Credit Suisse First Boston, Inc., a privately
              owned holding company.

              The Company was organized on May 20, 1986, as a Delaware
              corporation with an initial capitalization of $1,000. The Company
              was organized to issue notes collateralized by receivables from
              (i) retail automotive installment sale contracts, loans or leases,
              (ii) consumer or commercial loans or leases, (iii) residential or
              commercial mortgages or leases, (iv) pass-through certificates
              evidencing fractional undivided ownership interests in trust(s) or
              pool(s) of receivables, or (v) any combination thereof.

              Prior to October 30, 1986, the Company had not commenced
              operations except for the conduct of organizational matters. On
              October 30, 1986 and December 15, 1986, the company sold
              $4,000,000,000 and $180,226,000, aggregate principal amounts, of
              Asset Backed Obligations, Series 1 and Series 2 (the "Series 1 and
              Series 2 Notes"), respectively. Each of the Series 1 and Series 2
              Notes was separately collateralized by pools of retail automotive
              installment sale contracts (the "Series 1 and Series 2
              Receivables") purchased from General Motors Acceptance Corporation
              ("GMAC"). The Series 1 and Series 2 Receivables were secured by
              new automobiles and light trucks and were serviced by GMAC. The
              Company purchased such Series 1 and Series 2 Receivables from GMAC
              and FBSC simultaneously with the issuance of Series 1 and Series 2
              Notes, respectively.

              On January 29, 1987, the Company transferred all of its right,
              title and interest to its assets that were pledged to secure the
              payment of the Series 1 and Series 2 Notes to FBC Asset Securities
              Trust 1 ("Trust 1"), a trust formed under the laws of the State of
              Delaware pursuant to a trust agreement (the "Trust 1 Agreement")
              dated as of January 29, 1987, between the Company and Wilmington
              Trust Company, as Owner Trustee (the "Owner Trustee"). Such assets
              and related liabilities consisted of the Series 1 and Series 2
              Receivables, accrued interest receivable, trustee collection
              accounts, deferred debt issuance costs, GMAC's limited guarantees
              of payments under the Series 1 and Series 2 Receivables, letters
              of credit supporting payments under the Series 1 and Series 2
              Receivables up to a limited amount, the guaranteed investment
              contracts, the Series 1 and Series 2 Notes and accrued interest
              payable. In accordance with the Trust Agreement, the Owner Trustee
              issued to the Company trust certificates ("Trust 1 Certificates")
              representing 100% undivided beneficial interest in Trust 1. On
              January 30, 1987, and February 12, 1987, the Company sold its
              beneficial interest in Trust 1 through private placements.

                                     Page 3
<PAGE>


Item 1.       Business (continued)
              --------------------
              On July 14, 1987, the Company sold $25,675,000, aggregate
              principal amount, of Asset Backed Obligations, Series 3 (the
              "Series 3 Notes"). The Series 3 Notes were collateralized by a
              pool of retail automotive installment sale contracts (the "Series
              3 Receivables") purchased from General Electric Credit Corporation
              ("GECC"). The Series 3 Receivables were secured by new and used
              automobiles and light trucks and were serviced by GECC. The
              Company purchased such Series 3 Receivables from GECC
              simultaneously with the issuance of the Series 3 Notes.

              On August 13, 1987, the Company sold $1,410,840,000, aggregate
              principal amount, of Asset Backed Obligations, Series 4 (the
              "Series 4 Notes"). The Series 4 Notes were collateralized by two
              pools of retail automotive installment sale contracts (the "Series
              4 Receivables") purchased from GMAC. The Series 4 Receivables were
              secured by new automobiles and light trucks and were serviced by
              GMAC. The Company purchased such Series 4 Receivables from GMAC
              simultaneously with the issuance of the Series 4 Notes.

              On October 27, 1987, the Company sold $142,675,000, aggregate
              principal amount, of Asset Backed Obligations, Series 5 (the
              "Series 5 Notes"). The Series 5 Notes were collateralized by three
              pools of retail automotive installment sale contracts (the "Series
              5 Receivables") purchased from GMAC. The Series 5 Receivables were
              secured by new automobiles and light trucks and are serviced by
              GMAC. The Company purchased such Series 5 Receivables from FBSC
              simultaneously with the issuance of the Series 5 Notes.

              On December 3, 1987, the Company sold $124,535,000, aggregate
              principal amount, of Asset Backed Obligations, Series 6 (the
              "Series 6 Notes"). The Series 6 Notes were collateralized by two
              pools of retail automotive installment sale contracts (the "Series
              6 Receivables") purchased from BMW Credit Corporation (BMWCC").
              The Series 6 Receivables were secured by new and used automobiles
              and were serviced by BMWCC. The Company purchased such Series 6
              Receivables from BMWCC simultaneously with the issuance of the
              Series 6 Notes.

              Between October 14, 1987 and January 12, 1988, the Company
              deposited all of its assets that were pledged to secure the
              payment of the Company's Asset Backed Obligations, Series 3
              through Series 6 into Asset Securities Trust 2 ("Trust 2"). Trust
              2 was formed under the laws of the State of Delaware pursuant to a
              trust agreement (the "Trust 2 Agreement") dated as of October 14,
              1987, as amended and restated on November 13, 1987, January 12,
              1988, and January 19, 1988, between the Company and Wilmington
              Trust Company, as Trustee (the "Owner Trustee"). Such assets and
              related liabilities consisted of the Series 3 through Series 6
              Receivables, accrued interest receivable, trustee collection
              accounts, deferred debt issuance costs, limited guarantees of
              payments under the Series 3 through Series 6 Receivables up to a
              limited amount, the guaranteed investment contracts, the Series 3
              through Series 6 Notes and accrued interest payable.


                                     Page 4

<PAGE>


Item 1.       Business (continued)
              --------------------
              In accordance with the Trust 2 Agreement, the Owner Trustee issued
              to the Company trust certificates (the "Trust 2 Certificates")
              representing a 100% undivided beneficial interest in Trust 2. On
              January 21, 1988, the Company, through private placements, sold
              100% of its beneficial interest in Trust 2.

              Trust 1 and 2 had assumed all of the Company's duties and
              obligations under the indentures relating to the Notes, including
              the obligation to pay the outstanding principal of and interest on
              the Asset Backed Obligations, Series 1, Series 2, Series 3, Series
              4, Series 5 and Series 6 Notes.

              On December 15, 1990, FBC Asset Securities Trust 1 distributed the
              final payment to its bondholders and beneficial interest owners.

              On November 15, 1992, Asset Securities Trust 2 distributed the
              final payment to its bondholders and beneficial interest owners.

              On April 17, 1990, the Company sold $609,280,000, aggregate
              principal amount, of Asset Backed Obligations, Series 7 (the
              "Series 7 Notes"). The Series 7 Notes are collateralized by a pool
              of retail automotive installment sale contracts (the "Series 7
              Receivables") purchased from Chrysler Financial Corporation. The
              Series 7 Receivables were secured by new and used automobiles,
              light trucks and minivans and are serviced by Chrysler Credit
              Corporation. The Company purchased such Series 7 Receivables from
              Chrysler Financial Corporation and FBSC simultaneously with the
              issuance of the Series 7 Notes.

Item 2.       Properties
              ----------
              The Company neither owns nor leases any physical properties.

Item 3.       Legal Proceedings
              -----------------
              The Company is not a party to any material actual or pending legal
              proceedings.

Item 4.       Submission of Matters to a Vote of Security Holders
              ---------------------------------------------------
              There were no matters submitted to a vote of security holders
              during the year ended December 31, 1997.

                                     Page 5

<PAGE>

PART II
-------
Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
         ---------------------------------------------------------------------
         As of March 26, 1998 all outstanding shares of the Company's common
         stock are owned indirectly by Credit Suisse First Boston, Inc. and are
         not traded in any stock exchange or in the over-the-counter market.

Item 6.  Selected Financial Data
         -----------------------
         Selected financial data is omitted because the information is included
         in the financial statements or notes thereto.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
         ---------------------------------------------------------------
         The principal activities of the Company include (i) issuing and selling
         asset backed obligations (the "Notes") and acquiring, owning, holding
         and pledging automotive receivables, (ii) conveying or transferring all
         or any portion of the Company's rights, title or interest in the Notes
         to various entities including trusts and (iii) creating, acquiring,
         owning and selling residual interest in such activities.

         Results of Operations
         ---------------------
         For the years ended December 31, 1997, 1996 and 1995 the Company did
         not issue any series of notes or purchase any receivables.

         Liquidity and Capital Resources
         -------------------------------
         The Company utilizes FBSC to facilitate the settlement of all cash
         transactions and maintains all excess cash with FBSC. Such cash is
         available from FBSC on demand and does not earn interest.


                                     Page 6

<PAGE>

Item 8.  Financial Statements
         --------------------

     INDEX TO FINANCIAL STATEMENTS                                       Page
                                                                         ----
         Independent Auditors' Report                                      8

         Balance Sheets as of December 31, 1997 and 1996                   9

         Statements of Operations for the Years Ended
               December 31, 1997, 1996 and 1995                           10

         Statements of Changes in Stockholder's Equity for the
               Years Ended December 31, 1997, 1996 and 1995               10

         Statements of Cash Flows for the Years Ended
               December 31, 1997, 1996 and 1995                           11

         Notes to Financial Statements                                    12

         Financial Statement Schedules are omitted because they are not
         required, inapplicable, or the information is included in the financial
         statements or notes thereto.


                                     Page 7

<PAGE>


                          Independent Auditors' Report

The Board of Directors
Asset Backed Securities Corporation:

We have audited the accompanying balance sheets of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholder's equity, and cash flows for each of the
years in the three year period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the years in the three year period ended December
31, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP



New York, New York
March 26, 1998


                                     Page 8

<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            December 31,
                                                                    1997                      1996
                                                              ------------------        ------------------
                                                             (In thousands, except par value and share data)
<S>                                                           <C>                      <C>
Assets:

Cash                                                          $               1        $                1
Receivable from Credit Suisse First Boston
     Management Corporation                                                  18                        18
                                                               -----------------        ------------------

          Total Assets                                        $              19        $               19
                                                               =================        ==================

Liabilities and Stockholder's Equity:

Accrued expenses                                              $               -        $                -
                                                               -----------------        ------------------

          Total Liabilities                                                   -                         -
                                                               -----------------        ------------------

Stockholder's Equity:
Common stock and paid in capital,
     $1 par value (authorized 10,000 shares;
     1,000 issued and outstanding)                                           19                        19
                                                               -----------------        ------------------

          Total Liabilities and Stockholder's Equity          $              19        $               19
                                                               =================        ==================
</TABLE>


                 See Accompanying Notes to Financial Statements.

                                     Page 9

<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        For the Year Ended December 31,
                                                          1997       1996        1995
                                                          ----       ----        ----
                                                                  (in thousands)
<S>                                                     <C>        <C>         <C>
Revenues:
     Commitment fee and miscellaneous income            $          $           $
                                                              -          -            -
                                                         -------    -------     --------

                                                              -          -            -
                                                         -------    -------     --------

Expenses:
     General and administrative expenses
                                                              -          -            -
                                                         -------    -------     --------

                                                              -          -            -
                                                         -------    -------     --------

Income from operations before income tax                      -          -            -

Income tax
                                                              -          -            -
                                                         -------    -------     --------

Net income                                              $     -    $     -     $      -
                                                         =======    =======     ========
</TABLE>

                       ASSET BACKED SECURITIES CORPORATION
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY


<TABLE>
<CAPTION>
                                                           For the Year Ended December 31,
                                                           1997           1996        1995
                                                           ----           ----        ----
                                                                   (in thousands)
<S>                                                     <C>           <C>          <C>
Net income                                              $        -    $       -   $        -
                                                         ----------    ----------  ----------
                                                                 -            -            -
Balance at beginning of year                                    19        1,219        1,219
Dividends paid                                                   -      ( 1,200)           -
                                                         ----------    ----------  ----------
Balance at end of year                                  $       19    $      19   $    1,219
                                                         ==========    ==========  ==========
</TABLE>


                 See Accompanying Notes to Financial Statements.

                                     Page 10

<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             For the Year Ended December 31,
                                                            1997             1996          1995
                                                            ----             ----          ----
                                                                       (in thousands)
<S>                                                     <C>             <C>            <C>
Cash Flows from Operating Activities:
-------------------------------------
     Net income                                         $        -      $        -     $        -
     Adjustments to reconcile net income
       to cash provided by (used for)
       operating activities:
     (Increase) decrease in:
       Receivable from Credit Suisse First Boston
         Management Corporation                                  -           1,200           (430)
                                                         -----------     -----------    ----------
     Net Cash Provided by
           (Used for)  Operating Activities                      -           1,200           (430)
                                                         -----------     -----------    -----------

Cash Flows from Financing Activities:
-------------------------------------
     Net proceeds from (payments for):
          Deferred debt issuance costs                           -               -            430
          Dividends paid                                         -          (1,200)             -
                                                         -----------     -----------    -----------
     Net Cash (Used for) Provided by
          Financing Activities                                   -          (1,200)           430
                                                         -----------     -----------    -----------

     Net change in cash                                          -               -              -
     Cash at beginning of year                                   1               1              1
                                                         -----------     -----------    -----------
     Cash at end of year                                $        1      $        1     $        1
                                                         ===========     ===========    ===========
</TABLE>


                 See Accompanying Notes to Financial Statements.

                                     Page 11

<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       Description of Business
         -----------------------
         Asset Backed Securities Corporation (the "Company") is a wholly owned
         subsidiary of Collateralized Mortgage Securities Corporation, which is
         a wholly owned subsidiary of Credit Suisse First Boston Management
         Corporation ("FBSC"). FBSC is a wholly owned subsidiary of Credit
         Suisse First Boston, Inc., a privately owned holding company.

         The Company was organized on May 20, 1986, as a Delaware corporation
         with an initial capitalization of $1,000. The Company was organized to
         issue notes collateralized by receivables from (i) retail automotive
         installment sale contracts, loans or leases, (ii) consumer or
         commercial loans or leases, (iii) residential or commercial mortgages
         or leases, (iv) pass-through certificates evidencing fractional
         undivided ownership interests in trust(s) or pool(s) of receivables, or
         (v) any combination thereof.

         From October 30, 1986 through December 3, 1987, the Company sold
         through various series $5,883,951,000 aggregate principal amount, of
         Asset Backed Obligations (the "Series Notes"). The Series Notes were
         collateralized by pools of retail automotive installment sale contracts
         (the "Receivables") purchased directly from certain finance companies.
         The Receivables were secured, in certain of the Series Notes, by new
         automobiles, light trucks and minivans or in certain other Series Notes
         by new or used automobiles. The Company purchased the respective
         Receivables directly from the finance companies and FBSC simultaneously
         with the issuance of the respective Series Notes.

         During the period January 29, 1987 through January 12, 1988, the
         Company deposited all of its assets that were pledged to secure the
         payment of the Series Notes into various Trusts. The Trusts were formed
         under the laws of the State of Delaware pursuant to trust agreements
         between the Company and Wilmington Trust Company, as owner trustee.
         Such assets and related liabilities consisted of the Receivables,
         accrued interest receivables, trustee collection accounts, deferred
         debt issuance costs, and limited guarantees of payments under the
         Series Notes, the guaranteed investment contracts, the Series Notes and
         accrued interest payable. The Company has sold, through private
         transactions, the entire beneficial interests in such Trusts.


                                     Page 12

<PAGE>

                       ASSET BACKED SECURITIES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       Description of business (continued)
         -----------------------------------
         On December 15, 1990, FBC Asset Securities Trust 1 distributed the
         final payment to its bondholders and beneficial interest owners.

         On November 15, 1992, Asset Securities Trust 2 distributed the final
         payment to its bondholders and beneficial interest owners.

         On April 17, 1990, the Company sold $609,280,000 aggregate principal
         amount of, Asset Backed Obligations (the "Series 7 Notes"). The Series
         7 Notes are secured by a pool of retail automotive installment sale
         contracts (the "Receivables"). The issuance has been accounted for as a
         sale of the Receivables; accordingly, the Series 7 Notes and the
         related Receivables do not appear on the Company's balance sheets.

2.       Summary of significant accounting policies
         ------------------------------------------
         Deferred debt issuance costs are allocated to the specific Series to
         which the expense relates on the date of issuance and are included in
         the cost of investment in residual interests upon sale.

         The Company utilizes FBSC to facilitate the settlement of all cash
         transactions and invests all excess cash with FBSC. Such cash is
         available from FBSC on demand and does not earn interest. All gains and
         losses are recognized by FBSC on each transaction.

         The Company is included in the consolidated federal and combined state
         and local income tax returns of Credit Suisse First Boston, Inc. The
         amount of income tax expense is computed on a separate company basis
         and allocated by Credit Suisse First Boston, Inc. to FBSC on behalf of
         the Company.

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.


                                     Page 13

<PAGE>

PART III
--------
Item 9.       Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure
              ---------------------------------------------------------------
              None.

Item 10.      Directors and Executive Officers of the Registrant
              --------------------------------------------------
              The directors and executive officers of the Company are as
              follows:

<TABLE>
<CAPTION>
        Name                  Age                   Title                        Date Elected
        ----                  ---                   -----                        ------------
<S>                           <C>     <C>                                          <C>
William S. Pitofsky           38      President, Chief Executive Officer
                                           and Director                            09/24/93
Carlos Onis                   43      Vice President                               07/16/90
Thomas A. DeGennaro           43      Director of Taxes                            07/16/90
Rhonda G. Matty               39      Assistant Secretary                          08/24/94
Diane Manno                   39      Treasurer                                    09/13/96
Thomas M. Zingalli            39      Controller and Principal
                                           Accounting Officer                      08/05/94
</TABLE>

Item 11.      Executive Compensation
              ----------------------
              No compensation was paid by the Company to persons who were
              directors, officers or employees of the Company.

Item 12.      Security Ownership of Certain Beneficial Owners and Management
              --------------------------------------------------------------
              Not applicable.

Item 13.      Certain Relationships and Related Transactions
              ----------------------------------------------
              Not applicable.


                                     Page 14

<PAGE>

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:
                  ---------------------
                  The Financial Statements and Notes to Financial Statements,
                  appear on pages 9 through 13. The Report of Independent
                  Auditors, KPMG Peat Marwick LLP, pertaining to the 1997, 1996
                  and 1995 financial statements appears on page 8.

              (2) Financial Statement Schedules:
                  ------------------------------
                  Financial Statement Schedules are omitted because they are
                  either not required, inapplicable, or the information is
                  included in the financial statements or notes thereto.

              (3) Exhibits:
                  ---------
                  Restated Certificate of Incorporation of Asset Backed
                  Securities Corporation (incorporated by reference to Exhibit
                  3.1 of the Current Report on Form 8-K dated March 19, 1987).

                  By-Laws of Asset Backed Securities Corporation (incorporated
                  by reference to Exhibit 3.2 of the Current Report on Form 8-K
                  dated March 19, 1987).

                  Indenture, dated as of October 30, 1986, between Asset Backed
                  Securities Corporation and State Street Bank and Trust
                  Company, the Trustee (incorporated by reference to Exhibit 2
                  of the Current Report on Form 8-K dated March 19, 1987).

              (b) Reports on Form 8-K

              None.

              (c) Exhibits filed as part of this report are included in Item
                 14(a)(3) above.


                                     Page 15


<PAGE>

                                   SIGNATURES
                                   ----------

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, on this 26th day of March,
1998.


                                  ASSET BACKED
                             SECURITIES CORPORATION


By:  __________________________
     William S. Pitofsky
     President, Chief Executive
     Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 26, 1998.


By:  ___________________________              By:  ___________________________
     Carlos Onis                                   Rhonda G. Matty
     Vice President                                Assistant Secretary



By:  ___________________________              By:  ___________________________
     Diane Manno                                   Thomas M. Zingalli
     Treasurer                                     Controller and Principal
                                                   Accounting Officer


By:  ___________________________
     Thomas A. DeGennaro
     Director of Taxes


                                     Page 16

<PAGE>

                                   SIGNATURES
                                   ----------
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, on this 26th day of March,
1998.



By:  WILLIAM S. PITOFSKY
     --------------------------
     William S. Pitofsky
     President, Chief Executive
     Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 26, 1998.


By: CARLOS ONIS                              By: RHONDA G. MATTY
    ---------------------------                  ---------------------------
    Carlos Onis                                  Rhonda G. Matty
    Vice President                               Assistant Secretary



By: DIANE MANNO                              By: THOMAS M. ZINGALLI
    ---------------------------                  ---------------------------
    Diane Manno                                  Thomas M. Zingalli
    Treasurer                                    Controller and Principal
                                                 Accounting Officer


By: THOMAS A. DEGENNARO
    ---------------------------
    Thomas A. DeGennaro
    Director of Taxes


                                     Page 16


<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                          Description of Exhibits                              Page
-------                         -----------------------                              ----
<S>           <C>                                                                     <C>
2             Indenture, dated as of October 30, 1986, between Asset Backed
              Securities Corporation and State Street Bank and Trust Company,
              the Trustee.                                                            *

3.1           Restated Certificate of Incorporation of
              Asset Backed Securities Corporation.                                    *

3.2           By-Laws of Asset Backed Securities Corporation.                         *
</TABLE>


* Incorporated by reference to the same Exhibits in the Current Report on Form
  8-K filed with the Securities and Exchange Commission on March 19, 1987.


                                     Page 17

<PAGE>


                         Consent of Independent Auditors


The Board of Directors
Asset Backed Securities Corporation:

We consent to incorporation by reference in the registration statement No.
33-17232 on Form S-3 of Asset Backed Securities Corporation of our report dated
March 26, 1998 relating to the balance sheets of Asset Backed Securities
Corporation as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholder's equity, and cash flows for each of the
years in the three year period ended December 31, 1997, which report appears in
the December 31, 1997 annual report on Form 10-K of Asset Backed Securities
Corporation.

KPMG Peat Marwick LLP



New York, New York
March 26, 1998


                                     Page 18