UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                     ----

                                   FORM 10-K

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


         (Mark One)

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

         For the fiscal year ended December 31, 2003

                                      or

         / /    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: 001-31837


                            Lehman ABS Corporation,
                            ----------------------
                                 on behalf of:
 Corporate Backed Trust Certificates, Royal & Sun Alliance Bond-Backed
----------------------------------------------------------------------
Series 2002-2 Trust
-------------------
          (Exact name of registrant as specified in its charter)

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

    745 Seventh Avenue, New York, New York                  10019
--------------------------------------------            --------------
 (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:

Title of Class                                     Name of Registered Exchange
--------------                                     ----------------------------

Corporate Backed Trust Certificates,           New York Stock Exchange ("NYSE")
Royal & Sun Alliance Bond-Backed
Series 2002-2

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

<PAGE>

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
file 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.  / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes / /  No /X/

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:

         The registrant has no voting stock or class of common stock that is
held by non-affiliates.


                      DOCUMENTS INCORPORATED BY REFERENCE

The distribution reports to security holders filed on Form 8-K during the
fiscal year in lieu of reports on Form 10-Q which includes the reports filed
on Form 8-K listed in Item 15(b) hereto.

                               Introductory Note

Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the
Corporate Backed Trust Certificates, Royal & Sun Alliance Bond-Backed Series
2002-2 Trust (the "Trust"), a common law trust formed pursuant to the Standard
Terms for Trust Agreements, dated as of January 16, 2001, between the
Depositor and U.S. Bank Trust National Association, as trustee (the
"Trustee"), as supplemented by a Series Supplement (the "Series Supplement")
dated as of February 21, 2002 in respect of the Trust. The Trust's assets
consist solely of subordinated guaranteed bonds issued by Royal & Sun Alliance
Insurance Group plc. The Certificates do not represent obligations of or
interests in the Depositor or the Trustee.

Royal & Sun Alliance Insurance Group plc, the underlying securities issuer, is
subject to the information reporting requirements of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"). For information on the
underlying securities issuer, please see its periodic and current reports
filed with the Securities and Exchange Commission (the "Commission") under
Royal & Sun Alliance Insurance Group plc's Exchange Act file number,
001-15146. Periodic and current reports and other information required to be
filed pursuant to the Exchange Act by Royal & Sun Alliance Insurance Group plc
may be inspected and copied at the public reference facilities maintained by
the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a site on the World Wide Web at
"http://www.sec.gov" at which users can view and download copies of reports,
proxy and information statements and other information filed electronically
through the Electronic Data Gathering, Analysis and Retrieval system, or
"EDGAR." Neither the Depositor nor the Trustee has participated in the
preparation of such reporting documents, or made any due diligence
investigation with respect to the information provided therein. Neither the
Depositor nor the Trustee has verified the accuracy or completeness of such
documents or reports. There can be no assurance that events affecting the
issuer of the underlying securities, the underlying securities guarantor or
the underlying securities have not occurred or have not yet been publicly
disclosed which would affect the accuracy or completeness of the publicly
available documents described above.

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<PAGE>

                                    PART I

Item 1. Business.
-----------------
        Not Applicable

Item 2. Properties.
-------------------
        Not Applicable

Item 3. Legal Proceedings.
--------------------------
        None

Item 4. Submission of Matters To A Vote of Security Holders.
------------------------------------------------------------
        None

                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
-------------------------------------------------------------------------------
         The publicly offered Certificates representing investors' interest in
the Trust are represented by one or more physical Certificates registered in
the name of "Cede & Co.", the nominee of The Depository Trust Company. Those
publicly offered Certificates are listed on the NYSE.

Item 6.  Selected Financial Data.
---------------------------------
         Not Applicable

Item 7.  Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------------
Results of Operations.
----------------------
         Not Applicable

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
--------------------------------------------------------------------
         Not Applicable

Item 8. Financial Statements and Supplementary Data.
----------------------------------------------------
        Not Applicable

Item 9. Changes In and Disagreements With Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure.
---------------------
        None

Item 9A. Controls and Procedures.
---------------------------------
        Not Applicable

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.
-------------------------------------------------------------
          Not Applicable

Item 11.  Executive Compensation.
---------------------------------
          Not Applicable

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

Item 13.  Certain Relationships and Related Transactions.
---------------------------------------------------------
          None

Item 14.  Principal Accounting Fees and Services.
-------------------------------------------------
          Not Applicable

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<PAGE>

                                    PART IV

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

         (a) The following documents have been filed as part of this report.

                  1.       Trustee's Distribution Statements documented on
                           Form 8-K regarding the distributions from the Trust
                           to the certificateholders for the period from
                           January 1, 2003 through and including December 31,
                           2003 have been filed with the Securities and
                           Exchange Commission and are hereby incorporated by
                           reference. Filing dates are listed in Item 15(b)
                           below.

                  2. None.

                  3. Exhibits:

                           99.1 - Certification by Senior Vice President of
                           the Registrant pursuant to 15 U.S.C. Section 7241,
                           as adopted pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002.

                           99.2 - Annual Compliance Report by Trustee pursuant
                           to 15 U.S.C. Section 7241, as adopted pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

         (b) The following reports on Form 8-K were filed during the period
covered by this report:

<TABLE>
<CAPTION>


------------------------------------------------- -------------------- -----------------------
               Trust Description                   Distribution Date          Filed on
------------------------------------------------- -------------------- -----------------------
<S>                                                   <C>                    <C>
Corporate Backed Trust Certificates, Royal &          04/15/2003             04/25/2003
Sun Alliance Bond-Backed Series 2002-2 Trust          10/15/2003             10/28/2003
------------------------------------------------- -------------------- -----------------------
</TABLE>

         (c) See Item 15(a) above.

         (d) Not Applicable.


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<PAGE>


                                   SIGNATURE

        Pursuant to the requirements 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.

                          Lehman ABS Corporation, as Depositor for the
                          Trust (the "Registrant")



Dated:  March 29, 2004    By:      /s/ PAUL MITROKOSTAS
                             ------------------------------------------
                          Name:  Paul Mitrokostas
                          Title:   Senior Vice President


                                      5

<PAGE>


                                 EXHIBIT INDEX

-------------------------------------------------------------------------------
  Reference              Description of Exhibits
  Number per                                                  Exhibit Number
 Item 601 of                                                in this Form 10-K
Regulation SK
-------------------------------------------------------------------------------
    (99.1)    Certification by Senior Vice President of           99.1
              the Registrant pursuant to 15 U.S.C. Section
              7241, as adopted pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------
    (99.2)    Annual Compliance Report by Trustee pursuant        99.2
              to 15 U.S.C. Section 7241, as adopted
              pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------------


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