**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**____**





**FORM
      10-K /A**


**(Amendment
      No. 1)**





**FOR
      ANNUAL AND TRANSITION REPORTS**


**PURSUANT
      TO SECTIONS 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**














(Mark
      One)





ý
            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:   001-31289








Lehman
      ABS Corporation,


on
      behalf
      of:


Corporate
      Backed Trust Certificates, General Electric Capital Services Note-Backed Series
      2002-5 Trust


(Exact
        Name of Registrant as Specified in Its Charter)





Delaware
            
            13-3447441**(**State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer 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 ExchangeCorporate
                Backed Trust Certificates, General Electric Capital Services Note-Backed
                Series 2002-5
            
            New
                York  Stock Exchange
                (“NYSE”)





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
      ý




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
      ý




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
ý           No
       ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 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.  ý




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 ý




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).




Yes
 ̈           No
      ý




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.









**Explanatory
      Note**




The
      sole
      purpose of this amendment is to update the certification of the senior officer
      in charge of securitization of the depositor (filed as Exhibit 31.1), in
      accordance with the certification provided on the SEC’s website at
*http://www.sec.gov/divisions/corpfin/8124cert.htm*.  No other
      items are being amended hereby.







**DOCUMENTS
      INCORPORATED BY REFERENCE**




None.





**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:






2




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
–
      Not Applicable.




The
      trust
      covered by this annual report was formed prior to June 30, 2003 and there is
      no
      requirement in the trust agreement for the preparation of a report by an
      independent public accountant regarding the trustee's compliance with its
      obligations.




(b)           Not
      Applicable.





(c)           Not
      Applicable.




3


**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”)Date:
                  October 9, 2007
            By:
            /s/ Charles
              M. WeaverName:
              Charles M.
              WeaverTitle:
              Senior Vice
              President








4










**EXHIBIT
      INDEX**




**Reference**
              **Number
                per**
              **Item
                601 of**
              **Regulation
                SK**
            **Description
                of
                Exhibits**
            **Exhibit
                Number**
              **in
                this Form
                10-K**(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.
            31.1







5