**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)





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.









**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, General Electric Capital Services Note-Backed Series
      2002-5 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 April 2, 2002 **** in
      respect of the Trust. The Trust’s assets consist solely of guaranteed
      subordinated notes issued by General Electric Capital Services, Inc . The
      Certificates do not represent obligations of or interests in the Depositor
      or
      the Trustee.





General
      Electric Capital Services, Inc., the underlying securities issuer, and General
      Electric Company , **** the
      underlying securities guarantor, are 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 General Electric Capital Services Inc.’s Exchange Act
      file number, 000-14804 . For
      information on the underlying securities guarantor, please see its periodic
      and
      current reports filed with the Securities and Exchange Commission (the
“Commission”) under General Electric Company’s Exchange Act file number,
      001-00035 . 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 regarding issuers filed electronically through
      the




2


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 underlying securities issuer and the underlying securities guarantor
      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 events affecting the
      underlying securities issuer, 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.




**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.





3


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





**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,
                2006 through and including December 31, 2006 have been filed with
                the
                Securities and Exchange Commission and are hereby incorporated by
                reference. Filing dates are listed
                below:




Trust
                Description
            Distribution
                Date
            Filed
                onCorporate
                Backed Trust Certificates, General Electric Capital Services Note-Backed
                Series 2002-5 Trust
            02/21/2006
              08/21/2006
            03/02/2006
              08/31/2006







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.


4


**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.




Dated:
                March 21, 2007
            Lehman
                ABS Corporation, as Depositor for the
              Trust
                (the “Registrant”)
              
              
              
              By:/s/Charles
                M. Weaver
              Name:Charles
                M. Weaver
              Title:Senior
                Vice President








5


**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(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.
            31.2