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, 2006

                                      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: 001-32030

                            Lehman ABS Corporation,

                                 on behalf of:

       S&P-Linked Investment Trust Certificates, Series 1997-SP-1 Trust
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                               13-3447441
---------------------------------------------   -------------------------------
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification
               or organization)                              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
-----------------------------------------      --------------------------------
S&P-Linked Investment Trust Certificates,      New York Stock Exchange ("NYSE")
Series 1997-SP-1

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

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]


<PAGE>



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
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 (ss. 229.405 of this chapter) 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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act.
Large Accelerated Filer [ ]  Accelerated Filer [ ]  Non-Accelerated Filer [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

                                     None.

                               Introductory Note

Lehman ABS Corporation (the "Depositor") is the Depositor in respect of the
S&P-Linked Investment Trust Certificates Series 1997-SP-1 Trust (the "Trust"),
a common law trust formed pursuant to the Standard Terms for Trust Agreements,
dated as of February 28, 1996, between the Depositor and The Bank of New York,
as trustee (the "Trustee"), as supplemented by a Series Supplement (the
"Series Supplement"), dated as of August 29, 1997, in respect of the Trust.
The Trust's assets consist solely of (i) United States Treasury zero coupon
STRIPS, due August 15, 2007 and (ii) the rights of the Trust under an ISDA
Master Agreement with WestLB AG, as successor to Westdeutsche Landesbank
Girozentrale, acting through its New York Branch. The Certificates do not
represent obligations of, or interests in, the Depositor or the Trustee.

                                    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


                                      2

<PAGE>

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, Executive Officers and Corporate Governance.
      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, and Director
Independence.
      None

Item 14.  Principal Accounting Fees and Services.
      Not Applicable




                                      3
<PAGE>

                                    PART IV

Item 15.  Exhibits, Financial Statement Schedules.

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

            1. None.

            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>


                                  SIGNATURES

      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 21, 2007         By: /s/ CHARLES M. WEAVER
                                  ------------------------
                                  Name: Charles M. Weaver
                                  Title: Senior Vice President




                                      5
<PAGE>


                                 EXHIBIT INDEX

      ---------------------------------------------------------------
       Reference                                          Exhibit
       Number per        Description of Exhibits          Number in
      Item 601 of                                         this Form
       Regulation                                         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       31.2
                  of the Sarbanes-Oxley Act of 2002.
      ---------------------------------------------------------------



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