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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, 1996                                           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                       NO  X
                            ---                      ---

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 Applicable
           (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



                                                By: /s/ Robert Glickstein
Date: September 11, 1997                            ---------------------
(information provided as of                          Robert Glickstein
December 31, 1995)                                   Vice President



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