UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-K
        

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the year ended       December 29, 1995
                         -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _________

Commission File Number   0-16312

                  ML ASSET BACKED CORPORATION
---------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

         Delaware                           13-3433607
------------------------------          -------------------
(State  or other jurisdiction             (IRS  Employer
of incorporation or organization        Identification No.)

World Financial Center
North Tower
250 Vesey Street - 10 th Flr
New York, New York                           10281-1310
(Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code:(212) 449-0336

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

                                     Number of Shares Outstanding
       Title of Each Class             as of December 29, 1995
  --------------------------         ----------------------------
  Common Stock, Par Value                        100
  $10 per Share

      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:  [x] Yes   [ ] 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  definite  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]
                                
      The  Registrant had 100 shares of common stock  outstanding
(all  owned by Merrill Lynch Mortgage Capital Inc.) as of  
March 27, 1996.

      The  Registrant meets the conditions set forth  in  General
Instruction J(1)(a) and (b) of Form 10-K and is therefore  filing
this form with the reduced disclosure format.

<PAGE>

                        TABLE OF CONTENTS
                                

PART I

   Item 1. Business

   Item 2. Properties

   Item 3. Legal Proceedings

   Item 4. Submission of Matters to a Vote of Security Holders

PART II

   Item 5. Market for Registrant's Common Stock
           and Related Stockholder Matters

   Item 6. Selected Financial Data

   Item 7. Management's Discussion and Analysis
           of Financial Condition and Results of Operations

   Item 8. Financial Statements and Supplementary Data

   Item 9. Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure

PART III

   Item 10. Directors and Executive Officers of the Registrant

   Item 11. Executive Compensation

   Item 12. Security Ownership of Certain Beneficial
            Owners and Management

   Item 13. Certain Relationships and Related Transactions

PART IV

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

Signatures

<PAGE>
PART I

ITEM 1.    BUSINESS

        ML Asset Backed Corporation (the "Company"), incorporated
in  the  State  of Delaware on September 22, 1987, is  a  wholly-
owned,  limited  purpose  subsidiary of  Merrill  Lynch  Mortgage
Capital  Inc.,  which is an indirect, wholly-owned subsidiary  of
Merrill Lynch & Co., Inc.

        The  Company  was  established for  the  sole  purpose  of
engaging  in  the  following activities:   (a)  issuing,  selling,
authorizing  and  delivering bonds, notes and other  evidences  of
indebtedness (the "Notes"), (b) acting as settlor or depositor  of
trusts   formed   to   issue  Notes  or  to  issue   participation
certificates   (the   "Certificates")   that   are   secured    or
collateralized  by (1) receivables (the "Receivables")  including,
without   limitation,  automobile  or  marine   installment   sale
contracts,  automobile leases, equipment leases, revolving  credit
card  accounts,  truck  receivables, recreational  vehicle  loans,
manufactured  housing loans, student loans and other  receivables,
(2)  pass-through  certificates (the "Pass-Through  Certificates")
evidencing a fractional undivided ownership interest in the assets
of  one or more trusts or in one or more pools of Receivables, (3)
bonds,  notes  and other evidences of indebtedness  (the  "Bonds")
secured or collateralized by one or more pools of Receivables,  or
(4)   any  combination  of  Receivables,  Bonds  and  Pass-Through
Certificates, (c) acquiring, owning, holding, selling,  assigning,
pledging  and otherwise dealing with the Receivables  and  related
insurance  policies  and  agreements,  including  agreements  with
automobile and boat dealers and other originators or servicers  of
Receivables,  (d)  authorizing, issuing,  selling  and  delivering
subordinated  indebtedness, and (e) engaging in any  activity  and
exercising any powers permitted to corporations under the laws  of
the  State  of  Delaware that are incidental to the foregoing  and
necessary or convenient to accomplish the foregoing.

        Each series of the Company's Notes or Certificates will be
secured by, or represent ownership of, a separate and identifiable
pool  of Receivables purchased in connection with the issuance  of
such  Notes or Certificates.  Additional security for each  series
will  be  provided  by  collections and/or  distributions  on  the
Receivables which will be remitted to an account or accounts to be
established with the trustee (the "Trustee") under the  indenture,
sale  and  servicing agreement or other similar agreement pursuant
to  which such Notes or Certificates will be issued, and may  also
include  cash and other investments deposited with the Trustee  at
the  time  of issuance of such Notes or Certificates, as  well  as
other  credit enhancements that may be used to secure  or  support
the  Notes  or Certificates.  The Receivables for each  series  of
Notes  or Certificates will be pledged with or sold to the Trustee
on  behalf  of  the holders of the Notes or Certificates  of  that
series, and will not be available for the Notes or Certificates of
any  other series. The Company will use the net proceeds from  the
sale  of the Notes or Certificates to purchase the Receivables  to
be  pledged  as  security  for, or sold in  connection  with,  the
issuance  of such Notes or Certificates, simultaneously  with  the
issuance of such Notes or Certificates.

        At  December 29, 1995, $694 million of 5.5% Total Rate  of
Return  Asset Backed Notes, due May 15, 1998, and $925 million  of
5.125% Total Rate of Return Asset Backed Notes, due July 15, 1998,
were  outstanding.

         Following  the  issuance  of  these  Notes,  the  Company
transferred  all  of its rights in the Collateral  for  the  Notes
(including the Receivables) to trusts, subject to the liens of the
indentures  and  the rights of the Noteholders  thereunder.   Upon
such  transfers, which were made in accordance with the  terms  of
the  indentures, the trusts assumed the obligations of the Company
under  the indentures and the Notes and agreed to hold the Company
harmless  from  any  liability related to such  obligations.   The
Company  will not be discharged under the terms of the  indentures
from its liabilities with respect to the Notes until the Notes are
retired.

        At December 29, 1995, the  Company  had  two  registration
statements   on   Form  S-3  with  the  Securities  and   Exchange
Commission  for   the  issuance  of  approximately  $191   million
principal amount of securities.

<PAGE>

ITEM 2.  PROPERTIES

         The Company does not own any buildings or real estate
         and has no physical properties.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any pending legal
         proceedings, nor is the Company aware of any
         proceedings contemplated by governmental authorities.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Pursuant to General Instruction J of Form 10-K, the
         information required by item 4 is omitted.


PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS.

        (a) There is no established public trading market for the
            Company's common stock.

        (b) The number of holders of record as of
            December  29, 1995 was as follows:

                                             Number of Record
                                                  Holders

            Common Stock                             1
            ML Asset Backed Corporation Total
              Rate of Return Asset Backed Notes,
              due May 15, 1998                      41
            ML Asset Backed Corporation Total
              Rate of Return Asset Backed Notes,
              due July 15, 1998                     54

        (c) No dividend has been declared during
            the fiscal years 1993, 1994, and 1995.

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

         Pursuant to General Instruction J of Form 10-K, the
         information required by item 6 is omitted.


ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

          Pursuant to General Instruction J of Form 10-K, there
          were no material changes in the financial condition or
          in the results of operations.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  Index                                                   Page

    Independent Auditors' Report                            6

    Balance Sheets as of December 29, 1995
    and December 30, 1994                                   7

    Statements of Operations and Retained Earnings
    for the Years Ended December 29, 1995,
    December 30, 1994, and December 31, 1993                8

    Statements of Cash Flows for the Years Ended
    December  29, 1995, December 30, 1994, and
    December 31, 1993                                       9

    Notes to Financial Statements                          10-11

<PAGE>

                  INDEPENDENT AUDITORS' REPORT
                                


To the Board of Directors of ML Asset Backed Corporation:

We  have  audited  the accompanying balance sheets  of  ML  Asset
Backed Corporation as of December 29, 1995 and December 30,  1994
and  the  related statements of operations and retained  earnings
and  cash  flows for each of the three years in the period  ended
December   29,   1995.   These  financial  statements   are   the
responsibility  of the Company's management.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our opinion, such financial statements present fairly, in all
material  respects,  the financial position of  ML  Asset  Backed
Corporation  at December 29, 1995 and December 30, 1994  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 29, 1995 in  conformity
with generally accepted accounting principles.



/s/ Deloitte & Touche LLP
New York, New York

March 27, 1996

<PAGE>

<TABLE>

<CAPTION>

                   ML ASSET BACKED CORPORATION
                         BALANCE SHEETS
             DECEMBER 29, 1995 AND DECEMBER 30, 1994
                                

                                       1995          1994
                                      ______        ______
<S>                                   <C>           <C>
ASSET

Cash                                  $1,000        $1,000
                                      ------        ------

STOCKHOLDER'S EQUITY

 Common Stock, $10 par value;
 1,000 shares authorized
 100 shares issued and outstanding    $1,000        $1,000
                                      ------        ------ 




The accompanying notes are an integral part of these financial
statements.

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

                   ML ASSET BACKED CORPORATION
         STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                       FOR THE YEARS ENDED
   DECEMBER 29, 1995, DECEMBER 30, 1994, AND DECEMBER 31, 1993
                                

                                        1995      1994     1993
                                       _____     _____     ____
<S>                                    <C>       <C>       <C>

Revenues - Interest Income             $  -      $  -      $ -

Expenses - Interest Expense               -         -        -

Earnings Before Taxes                     -         -        -

Provision For Income Taxes                -         -        -

Net Earnings                              -         -        -

Retained earnings, beginning of year      -         -        -

Retained earnings, end of year         $  -      $  -      $ -






The accompanying notes are an integral part of these financial
statements.

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

                   ML ASSET BACKED CORPORATION
                    STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED
   DECEMBER 29, 1995, DECEMBER 30, 1994, AND DECEMBER 31, 1993
                                

                                   1995       1994         1993
                                 _______     ______   _____________
<S>                             <C>         <C>      <C>
CASH FLOW FROM OPERATING
    ACTIVITIES:

Net earnings                     $  -        $ -      $      -

CASH FLOWS FROM FINANCING
    ACTIVITIES:

  Net proceeds from issuance
   of notes                        -           -         1,195,910,000
                                ------      ------     ---------------   
CASH PROVIDED BY FINANCING
    ACTIVITIES                     -           -         1,195,910,000
                                ------      ------     ---------------
CASH FLOWS FROM INVESTING
    ACTIVITIES:

  Net payments for purchases
   of receivables                  -           -        (1,195,910,000)
                                ------      ------     ---------------
CASH USED IN  INVESTING
    ACTIVITIES                     -           -        (1,195,910,000)
                                ------      ------     ---------------
CHANGE IN CASH                     -           -               -

CASH,  BEGINNING OF YEAR         1,000       1,000               1,000
                                ------      ------     ---------------
CASH,  END OF YEAR              $1,000      $1,000     $         1,000
                                ------      ------     ---------------

SUPPLEMENTAL INFORMATION:
Cash payments for interest      $  -        $  -       $       -
                                ------      ------     ---------------

The accompanying notes are an integral part of these financial
statements.

</TABLE>

<PAGE>

                   ML ASSET BACKED CORPORATION
                  NOTES TO FINANCIAL STATEMENTS
                                

Note 1.    Description of Business

        ML Asset Backed Corporation (the "Company"), incorporated
in  the  State  of Delaware on September 22, 1987, is  a  wholly-
owned,  limited  purpose  subsidiary of  Merrill  Lynch  Mortgage
Capital  Inc.,  which is an indirect, wholly-owned subsidiary  of
Merrill Lynch & Co., Inc. ("ML&Co.").

        The  Company  was  established for  the  sole  purpose  of
engaging  in  the  following activities:   (a)  issuing,  selling,
authorizing  and  delivering bonds, notes and other  evidences  of
indebtedness (the "Notes"), (b) acting as settlor or depositor  of
trusts   formed   to   issue  Notes  or  to  issue   participation
certificates   (the   "Certificates")   that   are   secured    or
collateralized  by (1) receivables (the "Receivables")  including,
without   limitation,  automobile  or  marine   installment   sale
contracts,  automobile leases, equipment leases, revolving  credit
card  accounts,  truck  receivables, recreational  vehicle  loans,
manufactured  housing loans, student loans and other  receivables,
(2)  pass-through  certificates (the "Pass-Through  Certificates")
evidencing a fractional undivided ownership interest in the assets
of  one or more trusts or in one or more pools of Receivables, (3)
bonds,  notes  and other evidences of indebtedness  (the  "Bonds")
secured or collateralized by one or more pools of Receivables,  or
(4)   any  combination  of  Receivables,  Bonds  and  Pass-Through
Certificates, (c) acquiring, owning, holding, selling,  assigning,
pledging  and otherwise dealing with the Receivables  and  related
insurance  policies  and  agreements,  including  agreements  with
automobile and boat dealers and other originators or servicers  of
Receivables,  (d)  authorizing, issuing,  selling  and  delivering
subordinated  indebtedness, and (e) engaging in any  activity  and
exercising any powers permitted to corporations under the laws  of
the  State  of  Delaware that are incidental to the foregoing  and
necessary or convenient to accomplish the foregoing.

        Each series of the Company's Notes or Certificates will be
secured by, or represent ownership of, a separate and identifiable
pool  of Receivables purchased in connection with the issuance  of
such  Notes or Certificates.  Additional security for each  series
will  be  provided  by  collections and/or  distributions  on  the
Receivables which will be remitted to an account or accounts to be
established with the trustee (the "Trustee") under the  indenture,
sale  and  servicing agreement or other similar agreement pursuant
to  which such Notes or Certificates will be issued, and may  also
include  cash and other investments deposited with the Trustee  at
the  time  of issuance of such Notes or Certificates, as  well  as
other  credit enhancements that may be used to secure  or  support
the  Notes  or Certificates.  The Receivables for each  series  of
Notes  or Certificates will be pledged with or sold to the Trustee
on  behalf  of  the holders of the Notes or Certificates  of  that
series, and will not be available for the Notes or Certificates of
any  other series. The Company will use the net proceeds from  the
sale  of the Notes or Certificates to purchase the Receivables  to
be  pledged  as  security  for, or sold in  connection  with,  the
issuance  of such Notes or Certificates, simultaneously  with  the
issuance of such Notes or Certificates.

        At  December 29, 1995, $694 million of 5.5% Total Rate  of
Return  Asset Backed Notes, due May 15, 1998, and $925 million  of
5.125% Total Rate of Return Asset Backed Notes, due July 15, 1998,
were  outstanding.

<PAGE>

         Following  the  issuance  of  these  Notes,  the  Company
transferred  all  of its rights in the Collateral  for  the  Notes
(including the Receivables) to trusts, subject to the liens of the
indentures  and  the rights of the Noteholders  thereunder.   Upon
such  transfers, which were made in accordance with the  terms  of
the  indentures, the trusts assumed the obligations of the Company
under  the indentures and the Notes and agreed to hold the Company
harmless  from  any  liability related to such  obligations.   The
Company  will not be discharged under the terms of the  indentures
from its liabilities with respect to the Notes until the Notes are
retired.

        At  December  29, 1995, the Company had two  registration
statements   on  Form  S-3  with  the  Securities  and   Exchange
Commission  for  the  issuance  of  approximately  $191   million
principal amount of securities.


Note 2.    Accounting Policies

        The Company borrows funds from an affiliate, as required.
Interest expense is allocated to the Company based on the rate of
the  asset  financed.  All other operating expenses  are  charged
directly to the Parent.


Note 3.    Income Taxes

        The results of operations of the Company are included  in
the  consolidated  Federal tax return of ML&Co.  ML&Co. allocates
the income taxes to its subsidiaries in a manner that approximates
the separate company method.

        The  Company  uses  the  asset and  liability  method  in
providing  income  taxes  on  all  transactions  that  have  been
recognized in the financial statements.  The asset and  liability
method  requires that deferred taxes be adjusted to  reflect  the
tax  rates  at  which future taxable amounts will be  settled  or
realized.  The effect of tax rate changes on future deferred  tax
liabilities and deferred tax assets, as well as other changes  in
income  tax  laws, are recognized in net earnings in  the  period
such changes are enacted.



ITEM  9.     CHANGES  IN  AND DISAGREEMENTS WITH  ACCOUNTANTS  ON
             ACCOUNTING AND FINANCIAL DISCLOSURE

             None.

<PAGE>

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Pursuant  to  General Instruction J  of  Form  10-K,  the
        information required by item 10 is omitted.


ITEM 11.   EXECUTIVE COMPENSATION

           Pursuant  to  General Instruction J  of  Form  10-K,  the
           information required by item 11 is omitted.


ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
           MANAGEMENT

<TABLE>
<CAPTION>
           (a)  The following information is furnished as of
                December 29, 1995 with regard to each holder of record
                of more than 5%.

                                        Original Face
                                          Amount of       % of
                                        Certificates   Certificates
                                        (in $000's)
                                        -------------  ------------ 
Name and Address of Holder

ML Asset Backed Corporation Total Rate of Return
  Asset Backed Notes, due July 15, 1998
------------------------------------------------
<S>                                      <C>             <C>
Bank of New York                          63,750          6.89
c/o DTC

SSB-BK PFL                                89,455          9.67
c/o DTC

Citibank                                  66,605          7.20
c/o DTC

Chemical Bank                            122,250         13.22
c/o DTC

FTB/Teach                                 68,125          7.36
c/o DTC

Bankers Trust                             51,250          5.54
c/o DTC

Chase Manhattan                          170,000         18.38
c/o DTC

<PAGE>

<CAPTION>

ML Asset Backed Corporation Total Rate of Return
  Asset Backed Notes, due May 15, 1998
------------------------------------------------
<S>                                      <C>            <C>
Bankers Trust                             45,760         6.60
c/o DTC

Chemical Bank                             84,470        12.18
c/o DTC

Chase Manhattan                          137,140        19.78
c/o DTC

FTB/Teach                                101,000        14.56
c/o DTC

SSB-BK PFL                                87,685        12.64
c/o DTC

</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Pursuant to General Instruction J of Form 10-K, the
          information required by item 13 is omitted.
<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

          (a)  1. See index in Item 8 appearing on page 5.

               2. Not applicable.

               3. Exhibits:

                  (3) (i)  Certificate of Incorporation of
                  the Company (Incorporated by reference to
                  Form 10, dated October 16, 1987).

                  (3) (ii)  Amendment to the Certificate of
                  Incorporation of the Company (Incorporated
                  by reference to Form 10, dated October 16, 1987).

                  (3) (iii)  By-Laws of the Company (Incorporated
                  by reference to Form 10, dated October 16, 1987).

                  (23) Independent Auditors' Consent.

          (b)  Reports on Form 8-K relating to the trust have been
               filed during the last quarter of the period  covered
               by this report as follows: December 1, 1995.

          (c)  Not applicable.

          (d)  Not applicable.


<PAGE>

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.


          ML ASSET BACKED CORPORATION

          By:      /s/ Richard M. Fuscone
          Name:    Richard M. Fuscone
          Title:   President and Chairman of the Board
          Dated:   March 27, 1996


Pursuant  to  the requirement of the Securities Exchange  Act  of
1934,  this  report  has  been executed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the date indicated.


          By:      /s/ Daniel Pace
          Name:    Daniel Pace
          Title:   Treasurer
          Date:    March 27, 1996



          By:      /s/ Michael M. McGovern
          Name:    Michael M. McGovern
          Title:   Secretary
          Date:    March 27, 1996

<PAGE>

EXHIBITS INDEX                                          PAGE NO.

(23) Independent Auditors' Consent                         17
(27) Financial Data Schedule                               18