10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                   Amendment 1

(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, 1998 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-39649-11

               Centex Home Equity Loan Trust 1998-3
        (Exact name of registrant as specified in its charter)



New York                          52-2126935
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)

c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

Securities to be registered pursuant to Section 12(b)
of the Act:

     NONE

Securities to be registered pursuant to Section 12(g)
of the Act:

     NONE

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 ___




This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
Report on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on
behalf of Centex Home Equity Loan Trust 1998-3 established pursuant to the
Pooling and Servicing among Lehman ABS Corp. as Depositor, Centex Credit
Corp. d/b/a Centex Home Equity Corp as Seller, Centex Credit Corp. d/b/a
Centex Home Equity Corp as Servicer and Norwest Bank Minnesota, National
Association, as Trustee, pursuant to which the Centex Home Equity Loan
Trust 1998-3. Series 1998-1 Trust registered under the Securities Act of
1933 (the "Certificates") were issued.

Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.

          (a) Exhibits

              (99.1) Annual Independent Accountants' Servicing
                     Reports concerning servicing activities for
                     the year ended December 31, 1998.

                     a)   Centex 

              (99.2) Report of Management as to Compliance with
                     Minimum Servicing Standards for the year
                     ended December 31, 1998.

                     a)   Centex 

              (99.3) Annual Statements of Compliance under the
                     Pooling and Servicing Agreements for the
                     year ended December 31, 1998.

                     a)   Centex 

              (99.4) Aggregate Statement of Principal and
                     Interest Distributions to Certificate
                     Holders. 

            (b)  On  November 9, 1998, and December 8, 1998, reports on
                 Form 8-K were filed by the Company in order to provide the
                 statements for the monthly distributions to
                 holders of the Certificates.  No other reports on
                 Form 8-K have been filed during the last quarter
                 of the period covered by this report.

            (c)  Not applicable.

            (d)  Omitted.

  Filed herewith.
  Previously filed.

                           SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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:

Centex Home Equity Loan Trust 1998-3

Signed:   Norwest Bank Minnesota, N.A., as Trustee

By:   Sherri J. Sharps, Vice president
By:  /s/  Sherri J. Sharps, Vice president

Dated:  December 15, 1999





Exhibit Index

Exhibit No.

99.1      Annual Independent Accountants' Servicing Reports concerning servicing
          activities for the year ended December 31, 1998.

                     a)   Centex 

99.2      Report of Management as to Compliance with Minimum Servicing Standards
          for the year ended December 31, 1998.

                     a)   Centex 

99.3      Annual Statements of Compliance under the Pooling and Servicing
          Agreements for the year ended December 31, 1998.

                     a)   Centex 

99.4      Aggregate Statement of Principal and Interest Distributions to
          Certificate Holders.

  Filed herewith.
  Previously filed.

EX-99.1(A)

Arthur Anderson LLP
(logo)

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Management of
Centex Credit Corporation:

We have  examined  management's  assertion  about  Centex  Credit  Corporation's
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) (except for minimum servicing standards 1.4., III.3, III.4, V.3.,
and V.4.,  which apply only to those  entities with service  contracts  covering
escrow accounts and therefore are nonapplicable to Centex Credit Corporation) as
of and for the year ended March 31, 1999 included in the accompanying management
assertion.  Management is responsible for Centex Credit Corporation's compliance
with those minimum  servicing  standards.  Our  responsibility  is to express an
opinion on  management's  assertion about the entity's  compliance  based on our
examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,   on  a  test  basis,  evidence  about  Centex  Credit  Corporation's
compliance  with the  minimum  servicing  standards  and  performing  such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal determination on Centex Credit Corporation's compliance with
the minimum servicing standards.

In our opinion,  management's  assertion that Centex Credit Corporation complied
with the aforementioned minimum servicing standards as of and for the year ended
March 31, 1999 is fairly stated, in all material respects.

Arthur Anderson LLP

Dallas, Texas,
     August 2, 1999

EX-99.2(A)

(logo)
CENTEX
FINANCIAL SERVICES, INC.

P.O. Box 199000
Dallas, Texas 75219-9000
2728 North Harwood
Dallas, Texas 75201

Phone: 214 981-5000

                              MANAGEMENT ASSERTION

As of and for the year ended  March 31,  1999,  Centex  Credit  Corporation  has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage  Bankers  Association of America's  Uniform  Single  Attestation
Program for  Mortgage  Bankers  (except for minimum  servicing  standards I.4.,
III.3,  III.4,  V.3., and V.4.,  which apply only to those entities with service
contracts  covering  escrow accounts and therefore are  nonapplicable  to Centex
Credit Corporation).  As of and for this same period,  Centex Credit Corporation
had in effect a fidelity bond and errors and  omissions  policy in the amount of
$3,000,000.

Anthony H. Barone
President and Chief Executive Officer
Centex Credit Corporation

Date

8/2/99

EX-99.3(A)

ANNUAL STATEMENT AS TO COMPLIANCE

       As of and for the year ended March 31, 1999,  pursuant to Section 8.16 of
the Pooling and Servicing Agreement,  the undersigned on behalf of Centex Credit
Corporation  has performed the reviews of the activities of the Servicer  during
such preceding  fiscal year and of  performance  under the Pooling and Servicing
Agreement, for Centex Home Equity Loan Trust 1998-4 under my supervision.

       To the best of my  kmowledge,  based on such  review,  the  Servicer  has
fulfilled all obligations  under the Polling  and  Servicing  Agreement for file
fiscal year above referenced.

Anthony H. Barone
President