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, 2005

                                      or

          / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI-
               TIES EXCHANGE ACT OF 1934

         For the transition period from ________ to ________

                       Commission File Number:  001-31870


                            Lehman ABS Corporation,
                            -----------------------
                                 on behalf of:

                     Corporate Backed Trust Certificates,
             Brunswick Corporation Note-Backed Series 2002-3 Trust
        ---------------------------------------------------------------
            (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.)

    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, Brunswick         New York Stock Exchange
       Corporation Note-Backed Series 2002-3                  ("NYSE")


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


<PAGE>

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes / /        No /X/

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes / /        No /X/

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.  /X/

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

Indicate by check mark whether the registrant is a shell company (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(a) hereto.

                               Introductory Note

Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the
Corporate Backed Trust Certificates, Brunswick Corporation Note-Backed Series
2002-3 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 March 7, 2002 in respect of the Trust. The Trust's assets consist
solely of notes issued by Brunswick Corporation. The Certificates do not
represent obligations of or interests in the Depositor or the Trustee.

Brunswick Corporation, the issuer of the underlying securities, is subject to
the information reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). For information on the issuer of the
underlying securities, please see its periodic and current reports filed with
the Securities and Exchange Commission (the "Commission") under Brunswick
Corporation's Exchange Act file number, 001-01043. The Commission 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." Periodic and current reports and
other information required to be filed pursuant to the Exchange Act by the
issuer of the underlying securities may be accessed on this site. 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


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<PAGE>

events affecting the issuer of the underlying securities 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.

                                    PART I

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

Item 1A.  Risk Factors.
-----------------------
      Not Applicable

Item 1B.  Unresolved Staff Comments.
------------------------------------
      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, Related Stockholder Matters and
------------------------------------------------------------------------------
Issuer Purchases of Equity Securities.
--------------------------------------
      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 Operation.
---------------------
      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

Item 9B.  Other Information.
----------------------------
      None

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.
-------------------------------------------------------------


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<PAGE>

      Not Applicable

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

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

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

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


                                    PART IV

Item 15.  Exhibits, Financial Statement Schedules.
-------------------------------------------------

      (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, 2005
                  through and including December 31, 2005 have been filed with
                  the Securities and Exchange Commission and are hereby
                  incorporated by reference. Filing dates are listed below:

      -------------------------------------------------------------------------
                       Trust Description             Distribution    Filed on
                                                         Date
      -------------------------------------------------------------------------
      Corporate Backed Trust Certificates,            02/01/2005    02/14/2005
      Brunswick Corporation Note-Backed Series        08/01/2005    08/11/2005
      2002-3 Trust
      -------------------------------------------------------------------------


            2.    None.

            3.    Exhibits:

                  31.1 - 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.

                  31.2 - 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)   See Item 15(a) above.

      (c)   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 27, 2006          By:   /s/ CHARLES M. WEAVER
                                   ---------------------------------
                                      Name:  Charles M. Weaver
                                      Title: Senior Vice President



                                      5
<PAGE>

                                 EXHIBIT INDEX

      --------------------------------------------------------------
       Reference                                         Exhibit
      Number per                                        Number
      Item 601 of       Description of Exhibits          in this
      Regulation                                        Form 10-K
          SK
      --------------------------------------------------------------
        (31.1)   Certification by Senior Vice              31.1
                 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.
      --------------------------------------------------------------
        (31.2)   Annual Compliance Report by Trustee
                 pursuant to 15 U.S.C. Section 7241,
                 as adopted pursuant to Section 302 of     31.2
                 the Sarbanes-Oxley Act of 2002.
      --------------------------------------------------------------






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