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

                                    FORM 10-Q

         (Mark one)

              [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended February 28, 1997

                                       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: 0-16527

                             LEHMAN ABS CORPORATION
             (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.)

 200 Vesey Street, 20th Floor, New York, New York                         10285
 (Address of principal executive offices)                            (Zip Code)

                                  212-526-5594
              (Registrant's telephone number, including area code)


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 ___

Registrant had 1,000 shares of common stock outstanding (all owned indirectly by
Lehman Brothers Holdings Inc.) as of March 31, 1997.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND  THEREFORE IS FILING THIS FORM WITH THE REDUCED  DISCLOSURE
FORMAT CONTEMPLATED THEREBY.


<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                                    FORM 10-Q
                     FOR THE QUARTER ENDED FEBRUARY 28, 1997

                                      INDEX


Part I.         FINANCIAL INFORMATION                               Page Number

    Item 1.      Financial Statements - (unaudited)

                  Consolidated Statement of Operations -
                    Three Months Ended February 28, 1997
                    and February 29, 1996 ............................     3

                  Consolidated Statement of Financial Condition -
                    February 28, 1997 and November 30, 1996 ...........    4

                  Consolidated Statement of Cash Flows -
                    Three Months Ended February 28, 1997
                    and February 29, 1996..............................    5

                  Notes to Consolidated Financial Statements...........    6

    Item 2.      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations........    11

Part II.          OTHER INFORMATION

    Item 6.      Exhibits and Reports on Form 8-K .....................    12

Signatures   .........................................................     13

Exhibit


<PAGE>



                      LEHMAN ABS CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENT of OPERATIONS

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   Three months ended
                                          --------------------------------------

                                        February 28, 1997     February 29, 1996

              
Revenues:
<S>                                        <C>                       <C> 
  Trading                                                         $  534,062

  
  Interest                                 $ 505,390                 376,047
                                       --------------------    -----------------

                                             505,390                 910,109
                                       --------------------    -----------------
Expenses:

  Compensation                                 1,250                   1,250

  General and administrative                 131,796                 232,403
                                       --------------------    -----------------

                                             133,046                 233,653
                                       --------------------    -----------------

  Income before income tax provision         372,344                 676,456

Income tax provision                         171,464                 311,508
                                       --------------------    -----------------

Net income                               $   200,880              $  364,948
                                       ====================    =================
</TABLE>



                 See notes to consolidated financial statements.

<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                  CONSOLIDATED STATEMENT of FINANCIAL CONDITION
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                         Februay 28,                   November 30, 
                                                             1997                          1996
                                                       --------------------        --------------------

<S>                                                    <C>                         <C>              
Cash                                                   $         901,710           $         268,832
Financial instruments owned                                   19,350,079                  31,369,972
Receivables from brokers, dealers and
   financial institutions                                      1,280,268                     739,056
Due from others                                                  108,752                     108,027
Deferred registration costs, net of
   accumulated amortization of $3,008,740
   and $2,198,888 in 1997 and 1996, respectively               1,113,008                   1,922,860
                                                       --------------------        --------------------

                                                        $     22,753,817             $    34,408,747
                                                       ====================        ====================

</TABLE>

                      LIABILITIES and STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
<S>                                                      <C>                     <C> 
Liabilities:
   Financial instruments sold but not yet
               
      purchased                                          $        10,762         $            44,073
   Issuance expenses payable                                       2,645                       1,394
   Payables to brokers, dealers and
      financial institutions                                           -                   2,394,770
   Payables to affiliates                                      3,790,495                   3,660,939
                                                        --------------------        --------------------

                    Total liabilities                          3,803,902                   6,101,176
                                                        --------------------        --------------------

Stockholder's equity:
Common stock, $0.25 par value;
     1,000 shares authorized issued and outstanding                  250                         250
   Additional paid-in capital                                  9,235,275                  18,793,811
   Retained earnings                                           9,714,390                   9,513,510
                                                        --------------------        --------------------

                    Total stockholder's equity                18,949,915                  28,307,571
                                                        --------------------        --------------------

                                                      $       22,753,817            $     34,408,747
                                                        ====================        ====================
</TABLE>

                 See notes to consolidated financial statements



<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENT of CASH FLOWS
                                   (Unaudited)

<TABLE>

                                                                                Three months ended
                                                                   ---------------------------------------------
                                                                      February 28,             February 29,
                                                                          1997                     1996
                                                                   --------------------     --------------------

Cash flows from operating activities:

<S>                                                                     <C>                       <C>       
  Net income                                                            $   200,880               $  364,948

  Adjustments  to  reconcile  net  income  to net cash  
  provided  by  (used  in)operating activities:
         Amortization                                                       809,852                  602,146
      Net change in:
         Financial instruments owned, at fair value                      12,019,893                1,096,168
         Receivables from brokers, dealers and financial
           institutions                                                    (541,212)                 (18,570)
         Due from others                                                       (725)                    (734)
         Deferred registration costs                                              -                 (567,606)
         Financial instruments sold but not yet purchased                   (33,311)                (304,884)
         Issuance expenses payable                                            1,251                 (163,128)
         Payables to brokers, dealers and financial
           institutions                                                  (2,394,770)                 (29,800)
         Payables to affiliates                                             129,556               (2,270,041)
         Other liabilities and accrued expenses                                   -                    1,211
                                                                   --------------------     --------------------

            Net cash provided by (used in) operating activities          10,191,414               (1,290,290)
                                                                   --------------------     --------------------

Cash flows from financing activities:
  Capital contributions by parent                                        21,246,257                7,307,207
  Capital distributions to parent                                       (30,804,793)              (6,116,162)
                                                                   --------------------     --------------------

            Net cash (used in) provided by financing activities          (9,558,536)               1,191,045
                                                                   --------------------     --------------------

            Net change in cash                                              632,878                  (99,245)

Cash, beginning of the period                                               268,832                   99,245
                                                                   --------------------     --------------------

            Cash, end of the period                                   $     901,710         $                -
                                                                   ====================     ====================

</TABLE>
 
                See notes to consolidated financial statements

<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------



1.       Organization:

         The consolidated  financial  statements  include the accounts of Lehman
         ABS  Corporation  and Lehman Asset  Backed Caps Inc.,  its wholly owned
         subsidiary  (together,  the  "Company").  Lehman  ABS  Corporation  was
         incorporated  in the State of Delaware on January 29, 1988 as a limited
         finance  corporation  organized  for the purpose of issuing and selling
         securities (the  "Securities")  primarily  collateralized  by purchased
         receivables arising from loans or financings (the  "Receivables").  All
         of the  outstanding  common stock is owned by Lehman  Commercial  Paper
         Inc.  ("LCPI"),  a wholly owned subsidiary of Lehman Brothers  Holdings
         Inc.  ("Holdings").   The  Company's  financial  statements  have  been
         prepared in accordance with the rules and regulations of the Securities
         and Exchange  Commission  with respect to the Form 10-Q and reflect all
         normal recurring  adjustments  which are, in the opinion of management,
         necessary  for a fair  presentation  of the  results  for  the  interim
         periods presented. The Consolidated Statement of Financial Condition at
         November 30, 1996, was derived from the audited  financial  statements.
         It  is  recommended   that  these  financial   statements  be  read  in
         conjunction with the audited consolidated financial statements included
         in the Company's Annual Report on Form 10-K for the twelve months ended
         November 30, 1996.

         Lehman Asset Backed Caps Inc. was incorporated in the State of Delaware
         on June 15,  1994 for the purpose of entering  into  interest  rate cap
         agreements   and  related   support   agreements  in  connection   with
         securitization transactions.

         The Company  derives its income from trading and/or  interest earned on
         financial  instruments owned and financial instruments sold but not yet
         purchased.  Trading income includes the profit (loss) from the issuance
         and sale of financial  instruments  and valuing  financial  instruments
         owned and  financial  instruments  sold but not yet  purchased  at fair
         value.

         The  Company  has filed  registration  statements  on Form S-3 with the
         Securities and Exchange  Commission  which permit the Company to issue,
         from time to time,  securities  collateralized  by  Receivables  in the
         principal  amount not to exceed  $11.33  billion.  The Company has also
         filed  registration  statements  on Form S-3 for the  issuance  of $0.5
         billion principal amount of Securities collateralized by government and
         government agency obligations or corporate debt securities.  During the
         three months ended  February 28, 1997,  the Company  issued Lehman Card
         Account  Trust 1996-1  totaling  approximately  $2.1 billion  principal
         amount,  Champion  Home Equity Loan Trust 1996-4  totaling $100 million
         principal  amount,  Lehman  Home  Equity  Loan  Trust  1996-3  totaling
         approximately  $68.6 million  principal  amount and Provident Bank Home
         Equity Loan Trust 1996-2 totaling $110 million  principal amount. As of
         February  28,  1997,  approximately  $2.9  billion  was  available  for
         issuance under the registration statements referred to above.



<PAGE>

                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

1.       Organization (continued):

         The Company has established  trusts to issue securities  collateralized
         by receivables and other securities. The Company has surrendered to the
         trusts all future economic  interests in the Securities  issued to date
         together  with the related  collateral.  According  to the terms of the
         trust  agreements,  the  securityholders  can look only to the  related
         collateral for repayment of both principal and interest.  In accordance
         with  generally  accepted  accounting  principles,  the  Securities and
         related collateral have been removed from the accompanying Consolidated
         Statement of Financial Condition.

         During the three months ended February 28, 1997 LCPI contributed  $21.2
         million  in  capital  to the  Company,  and the  Company  made  capital
         distributions to LCPI of $30.8 million.

2.       Summary of Significant Accounting Policies:

         Deferred registration costs:

         Deferred  registration  costs  relate to filing  fees and other  direct
         costs  paid  by  the  Company  in  connection   with  filings  for  the
         registration  of  Securities  which  were  or are to be  issued  by the
         Company.  These costs are deferred in  anticipation  of future revenues
         upon the issuance of securities from the respective shelf that has been
         established.  Amortization of the costs is based upon the percentage of
         issued Securities to the respective shelf from which the Securities are
         issued and is  included as a  component  of net trading  revenue in the
         accompanying Consolidated Statement of Operations.

         Financial  instruments owned and financial instruments sold but not yet
         purchased:

         Financial  instruments owned and financial instruments sold but not yet
         purchased  principally  represent  subordinated  interests  in pools of
         receivables,  instruments  representing  the right to  receive  certain
         future  interest  payments on the underlying  receivables  and interest
         rate cap agreements and are valued at fair value with unrealized  gains
         and losses reflected in the Consolidated Statement of Operations.  Fair
         value is  determined  based on  relevant  factors,  such as,  broker or
         dealer price  quotations  and valuation  pricing models which take into
         account time value and  volatility  factors  underlying  the  financial
         instruments.

         The Company uses the trade basis of accounting  for  recording  trading
         revenues.


<PAGE>
                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

2.       Summary of Significant Accounting Policies (continued):

         Income taxes:

         The  Company's  income is included  in the  consolidated  U.S.  federal
         income tax return of Holdings and in combined  state and local  returns
         with other affiliates of Holdings.  The Company computes its income tax
         provision on a separate  return basis in accordance with the terms of a
         tax allocation  agreement  between Holdings and its  subsidiaries.  The
         provision for income taxes is greater than that  calculated by applying
         the  statutory  federal  income tax rate  principally  due to state and
         local taxes.

         Use of estimates:

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements  and  accompanying  notes.   Management  believes  that  the
         estimates utilized in preparing its consolidated  financial  statements
         are  reasonable  and prudent.  Actual  results  could differ from these
         estimates.

3.       Related Party Transactions:

         Receivables  collateral  purchased  from  affiliates  and the resulting
         Securities sold to affiliates are both recorded at fair value.

         Certain  directors  and officers of the Company are also  directors and
         officers of Lehman Brothers Inc.,  LCPI and/or other  affiliates of the
         Company.

         Pursuant to a management  agreement (the  "Agreement"),  the Company is
         charged a management fee for various services rendered on its behalf by
         LCPI. The Agreement  provides for an allocation of costs based upon the
         level  of  activity  processed  by  LCPI  on  behalf  of  the  Company.
         Management  fees of $130,783 for the three  months  ended  February 28,
         1997, and $232,153 for the three months ended February 29, 1996 are the
         principal  component  of general  and  administrative  expenses  in the
         accompanying  Consolidated  Statement of  Operations.  The Agreement is
         renewable each year unless expressly  terminated or renegotiated by the
         parties.

         Compensation  expense  represents  amounts  allocated to the Company by
         LCPI for compensation paid to a common director of the Company.

         During the three months ended  February 28, 1997 and February 29, 1996,
         income taxes of $171,464 and $311,508,  respectively,  were paid by the
         Company  to LCPI in  accordance  with the  terms of the  Company's  tax
         allocation agreement.



<PAGE>


                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

3.       Related Party Transactions (continued):

         The  Company  believes  that  amounts  arising  through  related  party
         transactions,  including the fees referred to above, are reasonable and
         approximate  the amounts  that would have been  recorded if the Company
         operated as an unaffiliated entity.

 4.      Due From Others:

         At February  28, 1997 and  November  30, 1996 the Company had  interest
         bearing  deposits  of  $108,752  and  $108,027,  respectively,  with an
         independent  trustee in accordance  with the terms of a  securitization
         transaction.

 5.      Financial Instruments with Off-Balance Sheet Risk and Concentration of
         Credit Risk:

         The Company's  activities  are  principally  conducted  with  financial
         institutions.   In   connection   with  the  terms  of   securitization
         transactions,  the Company has sold  interest rate caps with a notional
         amount of $1.32  billion,  maturing  in the year 2000,  to  trusts.  At
         February 28, 1997 and November 30, 1996, the fair value of the interest
         rate caps sold is $10,762 and $44,073, respectively, and is reported as
         financial  instruments  sold but not yet purchased in the  Consolidated
         Statement  of  Financial  Condition.   In  addition,  the  Company  has
         purchased interest rate caps, from an affiliate, with a notional amount
         of $1.32  billion,  maturing in the year 2000. At February 28, 1997 and
         November 30, 1996,  the fair value of the interest rate caps  purchased
         is $633,908 and  $868,938,  respectively,  and is reported as financial
         instruments owned in the Consolidated Statement of Financial Condition.
         At February  28,  1997,  the Company had no other  material  individual
         counterparty concentration of credit risk.

6.       Fair Value of Financial Instruments:

         Statement   of   Financial   Accounting   Standards   (SFAS)  No.  107,
         "Disclosures About Fair Value of Financial  Instruments",  requires the
         Company to report the fair value of financial instruments, for which it
         is practicable  to estimate that fair value.  The scope of SFAS No. 107
         excludes certain financial  instruments,  such as trade receivables and
         payables when the carrying value approximates the fair value,  employee
         benefit  obligations and all non-financial  instruments,  such as fixed
         assets.  The fair value of the Company's  assets and liabilities  which
         qualify as financial  instruments  under SFAS No. 107  approximate  the
         carrying amounts  presented in the Consolidated  Statement of Financial
         Condition.



<PAGE>

                      LEHMAN ABS CORPORATION and SUBSIDIARY

                   NOTES to CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

6.       Fair Value of Financial Instruments (continued):

         Financial instruments owned principally represent subordinated interest
         in  pools  of  receivables  and are  carried  at fair  value,  with the
         remaining instruments  representing the right to receive certain future
         interest  payments  on  the  underlying  receivables.  These  financial
         instruments are generally non-rated or rated as non-investment grade by
         recognized rating agencies. Changes in interest rates could potentially
         have  an  adverse  impact  on  the  future  cash  flows  for  financial
         instruments  owned.  In addition,  for certain  financial  instruments,
         defaults  on  receivables  underlying  these  instruments  could have a
         greater than proportional impact on their fair value since the payments
         of principal and interest are subordinate to other securities issued in
         the same series.  These risks,  among other risks,  are incorporated in
         the determination of fair value of financial instruments owned.


<PAGE>




                      LEHMAN ABS CORPORATION and SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Financial Condition

The Company's  assets decreased from $34.4 million at November 30, 1996 to $22.8
million at February 28, 1997.  Financial  instruments owned at February 28, 1997
and November 30, 1996 aggregated $19.4 million and $31.4 million,  respectively,
and represent the portion of issued  securities  retained by the Company as well
as the fair value of interest rate cap  agreements  purchased from an affiliate.
These securities are carried at fair value.

Stockholder's  equity decreased from $28.3 million at November 30, 1996 to $18.9
million at February 28, 1997 as a result of net capital  distributions  to LCPI,
partially offset by net income for the quarter.  Capital contributions from LCPI
are made to fund  securities  retained by the Company  from new  issuances or to
fund  operating  activities  including  income  taxes.  The Company  continually
monitors its capital position and makes capital  distributions to LCPI as excess
funds are realized from securities related transactions.

Results of Operations
For the Three Months Ended February 28, 1997 and February 29, 1996

During the three months ended  February 28, 1997, the Company issued Lehman Card
Account  Trust 1996-1  totaling  approximately  $2.1 billion  principal  amount,
Champion Home Equity Loan Trust 1996-4 totaling $100 million  principal  amount,
Lehman  Home Equity  Loan Trust  1996-3  totaling  approximately  $68.6  million
principal  amount and Provident Bank Home Equity Loan Trust 1996-2 totaling $110
million principal  amount.  During the three months ended February 29, 1996, the
Company issued Short-Term Card Account Trust 1995-1 totaling  approximately $1.6
billion  principal  amount,  Lehman  Home  Equity  Loan  Trust  1996-1  totaling
approximately   $146.2  million  principal  amount  and  Corporate   Bond-Backed
Certificates, Series 1996-Wal-Mart totaling $20.0 million principal amount.

The Company  derives its income from trading and/or interest earned on financial
instruments owned and financial instruments sold but not yet purchased.  Trading
revenues for the period ended  February 29, 1996 are due  primarily to revaluing
financial instruments owned on a fair value basis.

Management  fees  decreased to $130,783 for the three months ended  February 28,
1997 from $232,153 for the three months ended February 29, 1996,  reflecting the
decreased trading  activities of the Company.  Management fees are the principal
component   of  general  and   administrative   expenses  in  the   accompanying
Consolidated Statement of Operations.



<PAGE>

                      LEHMAN ABS CORPORATION and SUBSIDIARY
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



                           PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

The  following  exhibits  and  reports  on Form  8-K are  filed  as part of this
Quarterly  Report,  or where  indicated,  were  heretofore  filed and are hereby
incorporated by reference:

(a)      Exhibits:

         27.      Financial Data Schedule


(b)      Reports on Form 8-K:

         3/19/97
         3/27/97
         3/27/97


<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
                                                      (Registrant)






Date: April 11, 1997                                  /S/Theodore P. Janulis
                                                      --------------------------
                                                      Theodore P. Janulis
                                                      President




Date: April 11, 1997                                  /S/David Goldfarb
                                                      --------------------------
                                                      David Goldfarb
                                                      Controller