Exhibit 99.2

                           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, Series 2001-23 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 29, 2004


       /s/ David J. Kolibachuk
-----------------------------------------
David J. Kolibachuk, Vice President


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