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

                                 AMENDED


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended                   Commission File Number
        March 28, 1997                                  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 - 10th 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 March 28, 1997
  --------------------------                 ----------------------------
  Common Stock, Par Value                                  100
  $10 per Share


<PAGE>

      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.

      The  Registrant had 100 shares of common stock  outstanding
(all  owned by Merrill Lynch Mortgage Capital Inc.) as of
May 8, 1997.

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


Item 5.    Other Events.

           This report and the attached Exhibit are filed as an
           amendment to the 10-Q filed for the first quarter of 1997.


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<PAGE>

SIGNATURES


Pursuant to the requirements 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.





       By:\s\ Thomas Layton
              --------------
       Name:  Thomas Layton
       Title: Vice President
       Dated: November 10, 1997


       By:\s\ Michael M. McGovern
              -------------------
       Name:  Michael M. McGovern
       Title: Secretary
       Dated: November 10, 1997









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EXHIBITS INDEX                                  PAGE NO.

EX-27 FINANCIAL DATA SCHEDULE                      5








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