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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

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|-------------------------- |  | -----------------------
|For the fiscal year ended: |  | Commission file number:
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|December 31, 2001          |  | 33-73666               

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

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

400 West Main Street, Suite 338
Babylon, New York 11702
(Address of principal executive offices) (zip code)

Registrants telephone number, including area code:

(631) 587-4700

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



| |  | $52,800,000 Principal Trust Certificates, Series 94-1
$52,650,000 Trust Certificates for J.C. Penney Debentures
$25,000,000 Trust Certificates for Florida P & L First Mortgage Bonds
$45,000,000 Trust Certificates for BellSouth Debentures
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 BOX |  | No   BOX

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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TABLE OF CONTENTS



|           |  |  |  |  |  |  |  | 
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|PART I    
|PART II   
|PART III  
|PART IV   
|SIGNATURES



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PART I

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|Item 1. |  | Business                                            
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|Item 2. |  | Properties                                          
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|Item 3. |  | Legal Proceedings                                   
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|Item 4. |  | Submission of Matters to A Vote of Security Holders.
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|        |  | None                                                




PART II

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|Item 5. |  | Market For Registrants Common Equity and Related Stockholder Matters                                                                                                                                                                                                     
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|A.      |  | 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.
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|        |  | To the best knowledge of the registrant, there is no established public trading
market for the Certificates.                                                                                                                                                              
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|B.      |  | The Certificates issued by CABCO Trust for J.C. Penney 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.                   
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|        |  | The J.C. Penney Certificates are listed on the New York Stock Exchange                                                                                                                                                                                                    
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|C.      |  | The Certificates issued by CABCO Trust for Bellsouth 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.                     
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|        |  | The Bellsouth Certificates are listed on the New York Stock Exchange                                                                                                                                                                                                      
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|D.      |  | The Certificates issued by CABCO Trust for Florida Power and Light 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.       
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|        |  | The Florida Power and Light Certificates are listed on the New York Stock Exchange                                                                                                                                                                                        

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|Item 6.  |  | Selected Financial Data                                                              
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|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
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|Item 8.  |  | Financial Statements and Supplementary Data                                          
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|         |  | Not Applicable                                                                       
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|Item 9.  |  | Changes In and Disagreements With Accountants On Accounting and Financial
Disclosure 
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|         |  | None                                                                                 
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|Item 10. |  | Directors and Executive Officers of the Registrant                                   
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|         |  | Not Applicable                                                                       
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|Item 11. |  | Executive Compensation                                                               
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|         |  | Not Applicable                                                                       




PART III

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|Item 12. |  | Security Ownership Of Certain Beneficial Owners and Management
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|(a)      |  | Not Applicable                                                
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|(b)      |  | Not Applicable                                                
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|(c)      |  | Not Applicable                                                
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|Item 13. |  | Certain Relationships and Related Transactions                
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|         |  | None                                                          




PART IV

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|Item 14. |  | Exhibits, Financial Statement Schedules, And Reports On Form 8-K
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|(a)      |  | The following documents are filed as part of this Report: None  
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|(b)      |  | None                                                            
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|(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         
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|                        |  |  |                                    | /s/ Robert Vascellaro
|                        |  |  |                                    |                      
|Date: February 25, 2002 |  |  |                                    | Robert Vascellaro    
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|                        |  |  |                                    | Vice President       

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