**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

(Mark One)

 

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

 

|   | For the fiscal year ended December 31, 2008 |
|--------|---------------------------------------------|

 

or

 

| [  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES AND EXCHANGE ACT OF 1934 |
|-----------|---------------------------------------------------------------------------------------------|

 

|   | For the transition period from ____ to ____ |
|--------|---------------------------------------------|

 

Commission File Number 001-32226

 

STRUCTURED OBLIGATIONS CORPORATION, 

(Exact name of registrant as specified in its charter)

 

| Delaware                                       | 20-6193036                           |
|------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation) | (I.R.S. employer identification no.) |
|                                           |                                 |
|                                           |                                 |
| 270 Park Avenue, New York, New York            | 10017                                |
| (Address of principal executive offices)       | (Zip code)                           |

 

 

Registrant's telephone number, including area code: (212) 270-2353

 

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

 

| **Title of Each Class**

                           | **Name of Each Exchange on Which Registered**

  |
|----------------------------------------------------------|-------------------------------------------------------|
| Select Notes Trust Long Term Certificates, Series 2004-1 | American Stock Exchange                               |

 

| Securities registered pursuant to Section 12(g) of the Act: | None |
|-------------------------------------------------------------|------|

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

| Yes | __ |   | No | X |
|-----|----|--------|----|---|

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 
| Yes | __ |   | No | X |
|-----|----|--------|----|---|

----

 

Indicate by check mark whether the Registrant has (1) 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 Registrantwas required to have filed such reports) and (2) has been subject to such filing requirements for the past 90 days.

 
| Yes | X1 |   | No | __ |
|-----|----|--------|----|----|

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (check one)

 

|   | Large accelerated filer ____ | Accelerated filer ____ | Non-accelerated filer  X   |
|--------|------------------------------|------------------------|------------------------------------------------|

 

Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act).

 
| Yes | __ |   | No | X |
|-----|----|--------|----|---|

 

 

As of the date of this report, all of the common stock of the Registrant is held by J. P. Morgan Securities Holdings Inc.

 

 

 

 

 

 

 

 

_________________________

1  Pursuant to staff administrative positions established in the no-action letterCorporate Asset Backed Corporation ("CABCO") (available August 9, 1995), the Depositor is not required to respond to various items of Form 10-K. Such items are designated herein as "Not Applicable".

 

----

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q which includes the reports filed on Form 8-K listed in Item 15(b) hereto.

 

Introductory Note

 

Structured Obligations Corporation (the "Trustor") is the Trustor under the Base Trust Agreement between the Trustor and U.S. Bank National Association, as Trustee (the "Trustee"), as supplemented by the Select Notes Trust Supplement LT 2004-1 by and between the Trustor and the Trustee, providing for the issuance of the Select Notes Trust Long Term Certificates Series 2004-1 (the "Certificates") and            is the Trustor for the Certificates (the "Registrant"). The Certificates do not represent obligations of or interests in the Trustor or the Trustee

 

Each issuer of an underlying security, or guarantor thereof, or successor thereto, as applicable, which represents ten percent (10%) or more of the aggregate principal amount of all securities held by the trust is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For information on any such issuer of underlying securities, or            guarantor thereof, or successor thereto, as applicable, please see its periodic and current reports filed with the Securities and Exchange Commission (the "Commission"). Such reports and other information required to be filed pursuant to the Exchange Act, by such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,            D.C. 20549. The Commission 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 and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system, or "EDGAR." Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information            provided therein. Neither the Depositor nor the Trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting any such issuer of underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed that would affect the accuracy or completeness of the publicly available documents described above. The chart below lists            each such issuer or guarantor, or successor thereto, of the underlying securities, and its respective Exchange Act file number.

 

----

 

| Underlying Securities Issuer or Guarantor, orSuccessor thereto                                                                  | Exchange Act File Number

  |
|---------------------------------------------------------------------------------------------------------------------------------|----------------------------------|
| CenturyTel, Inc.                                                                                                                | 001-07784                        |
|  

Daimler AG (guarantor of the underlying securities issued by DaimlerChrysler North America Holding Corporation)

  | 001-14561                        |
| Time Warner Inc.                                                                                                                | 001-15062                        |
| General Electric Capital Corporation                                                                                            | 001-06461                        |
| Credit Suisse Group AG (guarantor of the underlying                             securities issued by Credit Suisse (USA), Inc.) | 001-15244                        |
| The Boeing Company

                                                                                                       | 001-00442                        |
| DTE Energy Company

                                                                                                       | 001-11607                        |
| Citigroup Inc.                                                                                                                  | 001-09924                        |
| United States Cellular Corporation

                                                                                       | 001-09712                        |
| Wyeth

                                                                                                                    | 001-01225                        |

 

 

 

**PART I**

 

| Item 1. | Business |
|---------|----------|

Not Applicable

 

| Item 1A. | Risk Factors |
|----------|--------------|

Not Applicable

 

| Item 1B. | Unresolved Staff Comments |
|----------|---------------------------|

Not Applicable

 

| Item 2. | Properties |
|---------|------------|

Not Applicable

 

| Item 3. | Legal Proceedings |
|---------|-------------------|

The Registrant is not subject to any material pending legal proceedings.

 

| Item 4. | Submission of Matters To A Vote of Security Holders |
|---------|-----------------------------------------------------|

None

 

----

**PART II**

 

| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
|---------|--------------------------------------------------------------------------------------------------------------|

The Certificates issued by and representing investors' interest in the Select NotesTrust LT 2004-1 (the "Trust") are represented by one or more physical Certificates registered in the name of "Cede & Co., the nominee of The Depository Trust Company.

 

 

| The following Certificates are listed on the exchange identified below: |
|-------------------------------------------------------------------------|

 

 

 

| **Title of Each Class**                                 | **Name of Each Exchange on Which Registered**                                    |
|---------------------------------------------------------|----------------------------------------------------------------------------------|
|                                                         |                                                                                  |
| Select Notes Trust Long Term Certificates,Series 2004-1 |          American Stock Exchange

  |

 

 

 

| 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 |
|---------|---------------------------------------------|

None

 

| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
|---------|--------------------------------------------------------------------------------------|

None

 

| Item 9A. | Controls and Procedures |
|----------|-------------------------|

Not Applicable

 

| Item 9B. | Other Information |
|----------|-------------------|

Not Applicable

**PART III**

 

| Item 10. | Directors, Executive Officers and Corporate Governance |
|----------|--------------------------------------------------------|

None

 

| Item 11. | Executive Compensation |
|----------|------------------------|

Not Applicable

 

----

 

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|----------|------------------------------------------------------------------------------------------------|

Information required by Item 201(d) of Regulation S-X: Not Applicable

Information required by Item 403 of Regulation S-X: None

 

| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
|----------|---------------------------------------------------------------------------|

None

 

| Item 14. | Principal Accounting Fees and Services |
|----------|----------------------------------------|

Not Applicable

 

**PART IV**

 

| Item 15. | Exhibits, Financial Schedules |
|----------|-------------------------------|

 

(a)   The following documents have been filed as part of this Report.

 

3. Exhibits:

31.1 – Certification by the 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.

 

99.1 – Annual Compliance Report by Trustee.

 

99.2 – Report of RubinBrown LLP.

 

(b) The Form 8-Ks of the Select Notes Trust LT 2004-1 (the "Trust") which relate to periods covered by this annual report include (i) the Trust's Current Report on Form 8-K for the distribution date occurring on January 2, 2008 and filed on January 7, 2008 (ii) the Trust's Current Report on Form 8-K for the distribution date occurring on February 1, 2008 and filed on February 7,            2008 (iii) the Trust's Current Report on Form 8-K for the distribution date occurring on March 3, 2008 and filed on March 5, 2008 (iv) the Trust's Current Report on Form 8-K for the distribution date occurring on April 1, 2008 and filed on April 10, 2008, (v) the Trust's Current Report on Form 8-K for the distribution date occurring on May 1, 2008 and filed on May 12, 2008 (vi) the Trust's Current Report on Form 8-K for the distribution date occurring on June 2, 2008 and filed on            June 4, 2008 (vii) the Trust's Current Report on Form 8-K for the distribution date occurring on July 1, 2008 and filed on July 3, 2008 (viii) the Trust's Current Report on Form 8-K for the distribution date occurring on August 1, 2008 and filed on August 8, 2008 (ix) the Trust's Current Report on Form 8-K for the distribution date occurring on September 2, 2008 and filed on September 5, 2008, (x) the Trust's Current Report on Form 8-K for the distribution date occurring on October            1, 2008 and filed on October 6, 2008 (xi) the Trust's Current Report on Form 8-K for the distribution date occurring on November 3, 2008 and filed on November 5, 2008, and (xii) the Trust's Current Report on Form 8-K for the distribution date occurring on December 1, 2008 and filed on December 4, 2008.

 

(c) None

 

(d) Not Applicable.

 

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**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.

 

STRUCTURED OBLIGATIONS CORPORATION, as trustor for the Trust Registrant

 

 

|   | By: | /s/ Chadwick S. Parson   |
|--------|-----|-----------------------------------------|

|   | Name:   | Chadwick S. Parson |
|--------|-------------------|--------------------|

|   | Title:   | Managing Director and President |
|--------|--------------------|---------------------------------|

 

 

Dated: March 19, 2009

 

 

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