LEHMAN ABS CORP BCKD TR CRTS TOYS R US DB BCK SE 01-31
Item 1A.  Risk Factors.       Not Applicable
Item 2.  Properties.       Not Applicable
Item 4.  Submission of Matters to a Vote of Security Holders.       On June 3, 2004, the Trustee presented certificateholders with a proxy form to provide written direction with respect to a tender offer and consent solicitation for the underlying securities by Toys "R" Us, Inc.  The Trustee failed to receive written direction to accept the tender offer from 100% of the certificateholders by June 23, 2005, and, in accordance with the governing Trust documents, the Trustee rejected the tender offer.                                       PART II
Item 6.  Selected Financial Data.       Not Applicable
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.       Not Applicable
Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.       None
Item 9B.  Other Information.       None                                     PART III
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Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters.       Not Applicable
Item 14.  Principal Accounting Fees and Services.             Not Applicable                                       PART IV
(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, 2005                   through and including December 31, 2005 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 on       -------------------------------------------------------------------------       Corporate Backed Trust Certificates, Toys       03/01/2005     03/11/2005       "R" Us Debenture-Backed Series 2001-31 Trust    09/01/2005     09/14/2005       -------------------------------------------------------------------------              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)  In addition to the reports referenced in Item 15(a) above, the Trust for the period from January 1, 2005 through and including December 31, 2005 filed a current report on Form 8-K related to a tender offer for the underlying securities. Such Form 8-K was filed on July 11, 2005.        (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                                                      Exhibit Number Regulation SK    Description of Exhibits                      in this Form 10-K - -------------------------------------------------------------------------------   (31.1)         Certification by Senior Vice                           31.1                  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                    31.2                  pursuant to 15 U.S.C. Section 7241,                  as adopted pursuant to Section 302 of                  the Sarbanes-Oxley Act of 2002.                                         6    EX-31.1 2 efc6-0692_5818249ex311.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       Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series       2001-31 Trust (the "Trust") and all reports on Form 8-K containing       distribution or servicing reports of the Trust filed in respect of       periods included in the year covered by this annual report of the Trust;  2.    Based on my knowledge, the information in these 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 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: U.S. Bank Trust National Association, as Trustee.  Date: March 27, 2006        /s/ CHARLES M. WEAVER - ---------------------------------------- Charles M. Weaver, Senior Vice President      EX-31.2 3 efc6-0692_5818249ex312.txt                                                                     Exhibit 31.2                             ANNUAL COMPLIANCE REPORT        I, David J. Kolibachuk, being an officer of U.S. Bank Trust National Association, the Trustee in respect of the Corporate Backed Trust Certificates, Toys "R" Us Debenture-Backed Series 2001-31 Trust (the "Trust"), certify that:     1. I have reviewed this annual report on Form 10-K in respect of the Trust       and all reports on Form 8-K containing distribution or servicing reports       of the Trust filed by Lehman ABS Corporation in respect of periods       included in the year 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/ DAVID J. KOLIBACHUK - ----------------------------------- David J. Kolibachuk, Vice President       -----END PRIVACY-ENHANCED MESSAGE-----