S&P LINKED INVESTMENT TRUST CERT SERIES 1997-SP-1
Item 1A. Risk Factors. - ----------------------          Not Applicable
Item 2. Properties. - -------------------          Not Applicable
2            None
PART II
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 7. Management's Discussion and Analysis of Financial Condition and - ----------------------------------------------------------------------- Results of Operation. - ---------------------          Not Applicable
Item 8. Financial Statements and Supplementary Data. - ----------------------------------------------------          Not Applicable
Item 9A. Controls and Procedures. - --------------------------------          Not Applicable
PART III
Item 11. Executive Compensation. - --------------------------------          Not Applicable
Item 13. Certain Relationships and Related Transactions. - --------------------------------------------------------          None
3                                       PART IV
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                                         4                                        SIGNATURE       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 27, 2006           By:      /s/ CHARLES M. WEAVER                                      ---------------------------                                            Name:  Charles M. Weaver                                            Title:  Senior Vice President                                          5                                           EXHIBIT INDEX  - ----------------------------------------------------------------------------------------  Reference Number per Item 601 of                  Description of Exhibits                  Exhibit Number egulation SK                                                         in this Form 10-K - ----------------------------------------------------------------------------------------      (31.1)      Certification by Senior Vice President of the                31.1               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          31.2               302 of the Sarbanes-Oxley Act of 2002. - ----------------------------------------------------------------------------------------                                           6    EX-31.1 2 efc6-0997_5831586ex311.txt                                                                      Exhibit 31.1                                  CERTIFICATION  I, Charles M. Weaver, certify that:           1.       I have reviewed this annual report on Form 10-K in respect                   of the S&P-Linked Investment Trust Certificates, Series                   1997-SP-1 Trust (the "Trust");           2.       Based on my knowledge, the information in these reports does                   not contain any untrue statement of a material fact or omit                   to state a material fact necessary to make the statements                   made, in light of the circumstances under which such                   statements were made, not misleading as of the last day of                   the period covered by this annual report;           3.       Based on my knowledge, the distribution or servicing                   information required to be provided to the Depositor by the                   Trustee under the pooling and servicing or similar                   agreement, for inclusion in these reports is included in                   these reports; and           4.       I am responsible for reviewing the activities performed by                   the Depositor and the Trustee under the pooling and                   servicing or similar agreement and based upon my knowledge                   and the annual compliance review required under that                   agreement, and except as disclosed in the reports, the                   Depositor and Trustee have each fulfilled its obligations                   under that agreement.  In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: The Bank of New York, as Trustee.    Date: March 27, 2006            /s/ Charles M. Weaver - ---------------------------------------- Charles M. Weaver, Senior Vice President      EX-31.2 3 efc6-0997_5831586ex312.txt                                                                       Exhibit 31.2                             ANNUAL COMPLIANCE REPORT  I, Pierre Boutros, being an officer of The Bank of New York, a New York Banking Corporation, the Trustee in respect of the S&P-Linked Investment Trust Certificates, Series 1997-SP-1 Trust (the "Trust"), certify that:           1.       I have reviewed this annual report on Form 10-K in respect                   of the Trust in respect of periods covered by this annual                   report of the Trust;           2.       Based on my knowledge, the information in those reports,                   taken as a whole, does not contain any untrue statement of a                   material fact or omit to state a material fact necessary to                   make the statements made, in light of the circumstances                   under which such statements were made, not misleading as of                   the last day of the period covered by this annual report;           3.       Based on my knowledge, the distribution information required                   to be provided to the Depositor or the certificateholders by                   the Trustee under the pooling and servicing or similar                   agreement for inclusion in such distribution reports is                   included in such reports; and           4.       I am responsible for reviewing the activities performed by                   the Trustee under the pooling and servicing or similar                   agreement and based on my knowledge, except as disclosed in                   such reports, the Trustee has fulfilled its obligations                   under that agreement.  Date: March 27, 2006            /s/ Pierre Boutros - ----------------------------------- Pierre Boutros, Assistant Treasurer     -----END PRIVACY-ENHANCED MESSAGE-----