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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

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


For the fiscal year ended:                               Commission file number:
   December 31, 1998                                            33-73666

                       Corporate Asset Backed Corporation
             (Exact name or registrant as specified in its charter)

   United States of Americas                                     22-3281571
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                          c/o PaineWebber Incorporated
                     1285 Avenue of the Americas, 11th Floor
                               New York, NY 10019
               (Address or principal executive offices) (zip code)

Registrant's telephone number, including area code:

                                 (212) 713-2841

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

      $52,800,000 Principal Trust Certificates, Series 94-1

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

                                      None

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 REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                                  YES X    NO

STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT.

The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.
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                                     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 Security Holders.

          None

                                     PART II

Item 5.   Market For Registrant's Common Equity and Related Stockholder Matters

          The Certificates issued by CABCO Trust for Texaco Capital Inc.
          Guaranteed Debentures representing investors' interest in the Trust 
          are represented by one or more physical Certificates registered in the
          name of Cede & Co., the nominee of The Depository Trust Company.

          To the best knowledge of the registrant, there is no established
          public trading market for the Certificates.

Item 6.   Selected Financial Data

          Not Applicable

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

          Not Applicable

Item 8.   Financial Statements and Supplementary Data

          Not Applicable

Item 9.   Changes In and Disagreements With Accountants On Accounting and 
          Financial Disclosure

          None

Item 10.  Directors and Executive Officers of the Registrant


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             Not Applicable

Item 11.     Executive Compensation

             Not Applicable

                                    PART III

Item 12.     Security Ownership Of Certain Beneficial Owners and Management
   
        (a)  Not Available
        
        (b)  Not Applicable
          
        (c)  Not Applicable

Item 13.     Certain Relationships and Related Transactions

             None

                                     PART IV

Item 14.     Exhibits, Financial Statement Schedules, And Reports On Form 8-K

        (a)  The following documents are filed as part of this Report:
             None

        (b)  None

        (c)  None

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                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                               CORPORATE ASSET
                                               BACKED CORPORATION
                                                    as depositor



Date:  March 5, 1999                           By:  /s/ Robert Vascellaro
                                                    ----------------------------
                                                    Robert Vascellaro
                                                    Vice President


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