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)

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

o
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:           001-31857


Lehman ABS Corporation,
on behalf of:
Corporate Backed Trust Certificates, Toys “R” Us Debenture-Backed Series 2001-31 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 Exchange
   
Corporate Backed Trust Certificates, Toys “R” Us Debenture-Backed Series 2001-31
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    o          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    o          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  o
 
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.   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     o      Accelerated Filer   o      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    o          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.
 
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:
 
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.
 
 


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:  September 19, 2007 
By:
/s/ Charles M. Weaver  
  Name:  Charles M. Weaver  
  Title:  Senior Vice President  
       
 


 

 
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


 
 


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