SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549

---

FORM 10-K/A

(Amendment No. 1)

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

|For the Fiscal Year Ended:
December 31, 2002 | Commission File Number:
001-16709
|-------------------------------------------- | ---------------------------------

|Delaware(State or Other Jurisdiction
of Incorporation or Organization) | 13-4182182(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------- | ----------------------------------------------

|85 Broad Street, New York, New York(Address of Principal Executive Offices) | 10004(Zip Code)
|--------------------------------------------------------------------------- | ---------------

Registrants telephone number, including area code: (212) 902-7391

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

Title of each class

Public Credit and Repackaged SecuritiesSM(PCARS)SMTrust Allstate Financing II Certificates
Series 2001-1

Public Credit and Repackaged SecuritiesSM(PCARS)SMTrust KeyCorp Institutional Capital A Certificates Series 2002-1

Public Credit and Repackaged SecuritiesSM(PCARS)SMTrust JPM Capital Trust I
Certificates Series 2002-2

Securities 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 ___

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. Not applicable.

No
voting or non-voting common equity of the Registrant is held by non-affiliates of the
Registrant.

As
of February 23, 2004, 100 shares of the Registrants common stock were outstanding.

EXPLANATORY NOTE

This
Form 10-K/A amends the Registrants Annual Report on Form 10-K for the year ended
December 31, 2002.

INTRODUCTORY NOTE

The
Registrant is the depositor (the Depositor) under the Trust Agreements listed
below, with Wells Fargo Bank Minnesota, National Association, as trustee (the
Trustee), each providing for the issuance of the corresponding class of Public
Credit and Repackaged SecuritiesSM(PCARS)SMCertificates listed
below (collectively, the Certificates). The Certificates do not represent
obligations of or interests in the Depositor or the Trustee. The Certificates of any
series represent beneficial interests in securities of the related issuer, or guaranteed
by the related guarantor, identified opposite the reference to such series in the table
below. Each such issuer or guarantor is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with those requirements files reports
and other information (including financial information) with the Securities and Exchange
Commission (SEC). Those reports and other information can be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SECs regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of those materials can be
obtained by making a written request to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a site
on the world wide web at http://www.sec.gov at which users can view and
download copies of reports, proxy, information statements and other information filed
electronically.

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|Trust Agreements                            | Series of Certificates                                                                                               |  | Underlying SecurityIssuer or Guarantor
|------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------
|Trust Agreement dated as of
October 1, 2001 | Public Credit and Repackage SecuritiesSM
(PCARS)SM Trust Allstate Financing II
Certificates Series 2001-1            |  | The Allstate Corporation              
|Trust Agreement dated as of
March 7, 2002   | Public Credit and Repackaged SecuritiesSM
(PCARS)SM Trust KeyCorp Institutional Capital
A Certificates Series 2002-1 |  | KeyCorp                               
|Trust Agreement dated as of
May 3, 2002     | Public Credit and Repackaged SecuritiesSM
(PCARS)SM  Trust JPM Capital Trust I
Certificates Series 2002-2            |  | J.P. Morgan Chase & Co.               

Pursuant
to staff administrative positions established in a no-action letter regarding Corporate
Asset Backed Corporation (pub. avail. August 9, 1995), the Registrant is not required
to respond to various items of Form 10-K. Such items are designated herein as Not
applicable.

PART I

|Item 1. | Business.
Not Applicable                                   
|------- | -----------------------------------------------------------
|Item 2. | Properties.
Not Applicable                                 
|Item 3. | Legal Proceedings.
None                                    
|Item 4. | Submission of Matters to a Vote of Certificateholders.
None

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PART II

|Item 5.  | Market for Registrant's Common Equity and Related Stockholder Matters.
Not Applicable                
|-------- | -----------------------------------------------------------------------------------------------------
|Item 6.  | Selected Financial Data.
Not Applicable                                                              
|Item 7.  | Management's Discussion and Analysis of Financial Condition and Results of Operations.
Not Applicable
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable                           
|Item 8.  | Financial Statements and Supplementary Data.
Not Applicable                                          
|Item 9.  | Changes in and Disagreements on Accounting and Financial Disclosure.
None                            

PART III

|Item 10. | Directors and Executive Officers of the Registrant.
Not Applicable                                            
|-------- | --------------------------------------------------------------------------------------------------------------
|Item 11. | Executive Compensation.
Not Applicable                                                                        
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable

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|Item 13. | Certain Relationships and Related Transactions.
There have been no transactions of a type required to be disclosed pursuant to
subparagraph (a)(3) of Regulation S-K.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 14. | Principal Accountant Fees and Services.
Not Applicable                                                                                                               

PART IV

|Item 15. | Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
|-------- | -----------------------------------------------------------------

| | (a) | The Trustees statements of compliance with respect to each of the Trust
                    Agreements listed above are filed herewith as Exhibits 99.1, 99.2 and 99.3,
                    respectively.                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The reports on Form 8-K filed by the Registrant during the Fiscal Year on
behalf of Public Credit and Repackaged SecuritiesSM(PCARS)SMTrust
Series 2001-1, Public Credit and Repackaged SecuritiesSM(PCARS)SMTrust Series 2002-1 and Public Credit and Repackaged
SecuritiesSM(PCARS)SMTrust Series 2002-2, in each case
that included distribution reports to the respective Certificateholders, are
incorporated herein as Exhibits 99.4-99.15, 99.16-99.17 and 99.18,
respectively.
| | (c) | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | Not Applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

SIGNATURES

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.

|                         | CREDIT AND ASSET REPACKAGING
VEHICLE CORPORATION
|------------------------ | ------------------------------------------------
|Date:  February 24, 2004 | By:                                             
|                         |                                                 
|                         |                                                 

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CERTIFICATION

I, Ram Sundaram, certify that:

1.     I have reviewed this annual report on Form 10-K,
and all reports on Form 8-K containing distribution or servicing reports filed
in respect of periods included in the year covered by this annual report, filed
by Credit and Asset Repackaging Vehicle Corporation, a Delaware corporation, on
behalf of Public Credit and Repackaged SecuritiesSM
(PCARS)SM Trust Series 2001-1, Public Credit and Repackaged
SecuritiesSM (PCARS)SM Trust Series 2002-1 and Public
Credit and Repackaged SecuritiesSM (PCARS)SM Trust Series
2002-2.

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 has 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 parties: Wells Fargo Bank
Minnesota, National Association, as trustee.

Date: February 24, 2004

|/s/ Ram Sundaram                      
|--------------------------------------
|                                      
|Name: Ram Sundaram
Title:    President

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EXHIBIT INDEX

|Exhibit No.  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1         | Trustee Statement of Compliance with respect to the Trust Agreement dated as
of October 1, 2001                                                                                                                                                                                                                                                                                                                                                         
|99.2         | Trustee Statement of Compliance with respect to the Trust Agreement dated as
of March 7, 2002                                                                                                                                                                                                                                                                                                                                                           
|99.3         | Trustee Statement of Compliance with respect to the Trust Agreement dated as
of May 3, 2002                                                                                                                                                                                                                                                                                                                                                             
|99.4-99.15*  | Reports on Form 8-K filed by the Registrant during the Fiscal Year on
behalf of Public Credit and Repackaged SecuritiesSM (PCARS)SM Trust
Series 2001-1 that included distribution reports to the respective Certificateholders:
Forms 8-K filed January 8, 2002; February 5, 2002; March 8, 2002;
April 5, 2002; May 8, 2002; June 11, 2002; July 3, 2002;
August 5, 2002; September 9, 2002; October 8, 2002; November 12, 2002;
and December 9, 2002.
|99.16-99.17* | Reports on Form 8-K filed by the Registrant during the Fiscal Year on
behalf of Public Credit and Repackaged SecuritiesSM (PCARS)SM Trust
Series 2002-1 that included distribution reports to the respective Certificateholders:
Forms 8-K filed June 11, 2002; and December 9, 2002.                                                                                                                                                                   
|99.18        | Report on Form 8-K filed by the Registrant during the Fiscal Year on behalf of Public
Credit and Repackaged SecuritiesSM (PCARS)SM Trust Series 2002-2
that included a distribution report to the respective Certificateholders: Form 8-K
filed July 25, 2002.                                                                                                                                                                                          

* Previously filed with the Securities and Exchange Commission.

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