ML ASSET BACKED CORP, S-3, 1997-11-12

ML ASSET BACKED CORP
S-3, 1997-11-12
ASSET-BACKED SECURITIES

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As filed with the Securities and Exchange Commission on November 11, 1997

Registration No. 333-
- -----------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------------------

ML ASSET BACKED CORPORATION
(Sponsor of the Trusts described herein)
(Exact name of Registrant as specified in its charter)
Delaware 13-3891329
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
ML Asset Backed Corporation
250 Vesey Street
World Financial Center
North Tower - 10th Floor
New York, New York 10281-1310
(212) 449-0336
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

Michael M. McGovern
ML Asset Backed Corporation
250 Vesey Street
World Financial Center
North Tower - 10th Floor
New York, New York 10281-1310
(212) 449-0336
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
Copies to:
Renwick D. Martin, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5319

(212) 449-0336

-------------------------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
----------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Unit (2) Price(2) Registration Fee
<S> <C> <C> <C> <C>

Asset Backed $1,000,000 100% $1,000,000 $304
Securities

</TABLE>

(1) The Registration Statement relates to the initial offering from time to
time of the Asset Backed Notes and Asset Backed Certificates and to
any resales thereof in market making transactions by an underwriter
to the extent required.
(2) Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

INTRODUCTORY NOTE

This Registration Statement contains a form of Prospectus Supplement
relating to the offering by various Trusts of series of Asset Backed Notes
and/or Asset Backed Certificates. The form of Prospectus Supplement relates
only to the securities described therein and is a form that may be used,
among others, by the registrant to offer Asset Backed Notes and/or Asset
Backed Certificates under this Registration Statement. A Prospectus
Supplement may contain any of the features referred to in the Prospectus.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus Supplement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.

Subject to completion dated November 10, 1997

PROSPECTUS SUPPLEMENT
(To Prospectus dated ______________ ___, 199__)

(____________________________ TRUST 199_-_)
($__________ ___% FIXED RATE ASSET BACKED INDEX AMORTIZING NOTES
$____________ FLOATING RATE ASSET BACKED INDEX AMORTIZING CERTIFICATES
ML ASSET BACKED CORPORATION
DEPOSITOR

-----------

_____________ Trust 199_-_ (the "Issuer" or the "Trust") will be
formed pursuant to a trust agreement between ML Asset Backed Corporation, as
depositor (the "Depositor"), and _______________________________________,
Trustee (the "Trust Agreement"). The Issuer will issue the $__________ ___%
Fixed Rate Asset Backed Index Amortizing Notes, Class A (the "Notes") and
$_______________ Floating Rate Asset Backed Index Amortizing Certificates,
Class B (the "Certificates" and, together with the Notes, the "Securities").
The Notes will be issued pursuant to an indenture, (the "Indenture"), among
the Issuer, ________________, as indenture trustee (the "Indenture Trustee")
(and _________________ as swap counterparty (the "Swap Counterparty")). The
Certificates will be issued pursuant to the Trust Agreement and will
represent undivided interests in the Issuer. The net proceeds of the
offering of the Notes and Certificates will be applied by the Issuer to the
purchase of $_____________ aggregate principal amount of
____________________________ Certificates, Series 199_-_ (the "Underlying
Securities") issued by ________________ Trust (the "Underlying Trust").

The Notes will bear interest at a rate equal to _____% per annum,
payable on the ___th day of each _______ or, if such day is not a Business
Day, the next succeeding Business Day (each a "Payment Date"), commencing on
______, 199_. Interest at a rate equal to (state formula) (calculated as
described herein) plus ____% will be distributed on the Certificates on each
Payment Date commencing on ______, 199_. The Notes will mature and principal
will be distributed on the Certificates on __________, ____ to the extent not
prepaid prior thereto. Distributions of principal and interest on the
Certificates will be subordinated in priority to payments due on the Notes,
as described herein.

The principal of the Notes and of the Certificates will be subject to
prepayment as described herein, in whole or in part, on each Payment Date,
commencing __________, ____, in the case of the Notes, and commencing
__________, ____ in the case of the Certificates, on the basis of (state
formula or index for determining principal prepayments). Variations in the
rate of payment of principal of the Securities may be significant. The
Securities are also subject to mandatory prepayment under other circumstances
as described herein. See "MANDATORY PREPAYMENT OF THE NOTES AND THE
CERTIFICATES" herein.

(The Issuer will enter into the Swap Agreement with the Swap
Counterparty pursuant to which the Issuer will agree to exchange the interest
payments received with respect to the Underlying Securities and certain
eligible investments for payments from the Swap Counterparty in an amount
equal to the interest due on the Securities.) (If the principal prepayments
are not based on principal distributions on Underlying Securities, state how
Swap Agreement or other Enhancement will provide funds for such prepayments.)

THE ISSUER IS NOT A SUBSIDIARY OR AFFILIATE OF OR OTHERWISE RELATED TO
THE UNDERLYING TRUST OR ANY OF ITS AFFILIATES. THE UNDERLYING TRUST AND ITS
AFFILIATES ARE NOT INVOLVED IN THE OFFERING OF THE SECURITIES OR IN THE
PREPARATION OF THIS PROSPECTUS SUPPLEMENT. THE UNDERLYING TRUST AND ITS
AFFILIATES WILL NOT RECEIVE ANY OF THE PROCEEDS OF THE OFFERING OF THE
SECURITIES, AND THE UNDERLYING TRUST AND ITS AFFILIATES ARE NOT RESPONSIBLE
FOR, NOR HAVE THEY PARTICIPATED IN THE DETERMINATION OF THE ISSUANCE OF, THE
SECURITIES.

There is currently no market for the Securities offered hereby and there
can be no assurance that such a market will develop or if it does develop
that it will continue. See "RISK FACTORS" herein.

FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE NOTES, SEE "RISK FACTORS" ON PAGE S-13 HEREIN.

------------

THE NOTES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES REPRESENT BENEFICIAL
INTERESTS IN, THE TRUST ONLY AND DO NOT REPRESENT OBLIGATIONS OF OR
INTERESTS IN ML ASSET BACKED CORPORATION, THE UNDERWRITER,
THE UNDERLYING TRUST, THE UNDERLYING TRANSFEROR OR ANY OF
THEIR RESPECTIVE AFFILIATES. NONE OF THE NOTES, THE
CERTIFICATES OR THE UNDERLYING SECURITIES ARE INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR ANY OTHER PERSON.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

------------

The Securities offered hereby will be purchased by Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Underwriter") from the Depositor
and will be offered by the Underwriter from time to time to the public in
negotiated transactions or otherwise at varying prices to be determined at
the time of sale. The aggregate proceeds to the Depositor from the sale of
the Securities are expected to be $ __________________ before deducting
expenses payable by the Depositor of $______________.

The Notes and the Certificates are offered subject to prior sale, when,
as, and if issued by the Trust and accepted by the Underwriter and subject to
the Underwriter's right to reject orders in whole or in part. It is expected
that the Notes and Certificates will be delivered in book-entry form through
the facilities of The Depository Trust Company and, in the case of the Notes,
Cedel Bank, soci t anonyme, and the Euroclear System, in each case against
payment therefor in immediately available funds on or about ____________,
199_.

-----------
MERRILL LYNCH & CO.
------------

The date of this Prospectus Supplement is _______ 199_

THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT
THE OFFERING OF THE NOTES AND THE CERTIFICATES. ADDITIONAL INFORMATION IS
CONTAINED IN THE ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"), AND PROSPECTIVE
INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS IN FULL. SALES OF THE NOTES OR THE CERTIFICATES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS. TO THE EXTENT ANY STATEMENTS IN THIS PROSPECTUS
SUPPLEMENT CONFLICT WITH STATEMENTS IN THE PROSPECTUS, THE STATEMENTS IN THIS
PROSPECTUS SUPPLEMENT SHALL CONTROL.

UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES OFFERED BY THIS PROSPECTUS
SUPPLEMENT, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS
IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE
NOTES OR THE CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE STABILIZING AND THE
PURCHASE OF NOTES OR CERTIFICATES TO COVER SYNDICATE SHORT POSITIONS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING" HEREIN.

REPORTS TO SECURITYHOLDERS

Unless and until Definitive Notes or Definitive Certificates are issued,
monthly and annual unaudited reports containing information concerning the
Securities will be prepared by the Administrator and sent on behalf of the
Trust only to Cede & Co. ("Cede"), as nominee of The Depository Trust Company
("DTC") and registered holder of the Notes and Certificates. See "CERTAIN
INFORMATION REGARDING THE SECURITIES - Book-Entry Registration" and "--
Reports to Securityholders" in the Prospectus. Such reports will not
constitute financial statements prepared in accordance with generally
accepted accounting principles. The Depositor, as originator of the Trust,
will file with the Securities and Exchange Commission (the "Commission") such
periodic reports as are required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder.

SUMMARY

The following summary of certain pertinent information is qualified in
its entirety by reference to the detailed information appearing elsewhere in
this Prospectus Supplement and in the accompanying Prospectus and in the
prospectus and prospectus supplement for each Underlying Security. Certain
capitalized terms used herein are defined elsewhere in this Prospectus
Supplement on the pages indicated in the "Index of Defined Terms" or, to the
extent not defined herein, have the meanings assigned to such terms in the
Prospectus.

Securities Offered ... $_________ ___% Fixed Rate Asset Backed Index
Amortizing Notes, Class (the "Notes") and $________
Floating Rate Asset Backed Index Amortizing
Certificates, (the "Certificates" and, together with
the Notes, the "Securities"). Distributions of
principal and interest on the Certificates will be
subordinated in priority to payments due on the
Notes, as described herein.

The Issuer .......... _________ Trust 199_-_ (the "Issuer" or the "Trust"),
a Delaware business trust to be established pursuant
to the Trust Agreement (as defined herein).
Initially, the assets of the Issuer will
consist of the Underlying Securities (as defined
herein). (In addition, the Issuer will enter into
the Swap Agreement (as defined herein)). The
Issuer will not have any assets other than the
Underlying Securities, the Issuer's rights
in the Collection Account (as defined herein),
(the Issuer's rights under the Swap Agreement)
and all proceeds of the foregoing.

The Issuer is not an affiliate of or otherwise
related to _____ (the "Underlying Transferor") or
the Underlying Trust (as defined herein). The
Underlying Transferor and the Underlying Trust
are not involved in the offering of the
Securities or the preparation of this Prospectus
Supplement. The Underlying Transferor and the
Underlying Trust will not receive any of the
proceeds of the offering of the Securities,
and the Underlying Transferor and the Underlying
Trust are not responsible for, nor have they
participated in the determination of the
issuance of the Securities.

Underlying Securities.. _________ Certificates, Series 199_-_ (the
"Underlying Securities") issued by ____________
Trust (the "Underlying Trust") as described
herein, with an aggregate principal balance
equal to $___________ as of _________ __, 199_
(the "Closing Date"). See "THE UNDERLYING
SECURITIES" herein.

Depositor............. ML Asset Backed Corporation, an affiliate of the
Underwriter.

Description of the
Notes............... The Notes will be issued pursuant to an
indenture dated as of __________, 199_ among
the Issuer, _____________________ in its
capacity as indenture trustee (the "Indenture
Trustee") (and ____________ (the "Swap
Counterparty")) in a principal amount equal to
$______.

Security for the
Notes............... The Assets (as defined herein) will be pledged
to the Indenture Trustee as security for
the Issuer's obligations under the Notes (and
under the Swap Agreement; provided that the
pledge of the Issuer's rights under the Swap
Agreement will secure the Notes only. Payment
of any amounts owed by the Issuer to the Swap
Counterparty under the Swap Agreement will be
senior in priority of payment to the payment of
interest and principal due on the Notes.)

Interest Payments
on the Notes ....... Interest will accrue on the unpaid principal amount
of the Notes at a rate per annum equal to ___% (or
state floating rate formula), calculated on the
basis of a (360-day year consisting of twelve 30-day
months). Interest will accrue with respect to each
Payment Date during the __________ period beginning
on the __th day of __________ (or on the Closing
Date in the case of the first Payment Date) and
ending on the __th day of __________ (each, a "Note
Interest Accrual Period").

Principal Payments
on the Notes....... The portion, if any, of the principal of the Notes
that has not been prepaid as described under
"Mandatory Prepayment of the Notes and the
Certificates" will be due on the __________ Payment
Date (the "Scheduled Final Payment Date"). However,
if an Event of Default occurs under the Indenture
(other than an Event of Default that constitutes a
Swap Early Termination (as defined herein)), the
Indenture Trustee may and, at the written request of
the holders of a majority of the principal of the
Notes, will declare the Notes immediately due and
payable, (subject to the prior written consent of
the Swap Counterparty under certain circumstances.
If a Swap Early Termination occurs, the entire
unpaid principal amount of the Notes will become
immediately due and payable automatically.)

Mandatory Prepayment
of the Notes ....... The principal of the Notes will be subject to
prepayment as described herein, in whole or in part,
on each ___________, commencing on ______________,
on the basis of (state formula or index for
determining amount of principal prepayments).
Variations in the rate of prepayment of the Notes
may be significant. See "MANDATORY PREPAYMENT OF
THE NOTES AND THE CERTIFICATES -- Prepayment"
herein.

Record Date
for the Notes......... Payments on the Notes will be made to the
Noteholders in whose name the Notes were registered
at the close of business on the last Business Day of
the month prior to the month in which such payment
occurs, or, with respect to the first Payment Date,
the Closing Date (the "Record Date").

Denominations
of the Notes......... The Notes will be issued in minimum denominations of
$1,000 and integral multiples of $1,000 in excess
thereof.

Form, Registration
and Transfer of
the Notes........... The Notes will be represented by one or more
permanent global Notes (the "Global Notes") in
fully registered form registered in the name
of a nominee of The Depository Trust Company
("DTC"). Noteholders may hold their Notes through
DTC (in the United States) or CEDEL or Euroclear
(in Europe) if they are participants in such
systems, or indirectly through organizations
which are the participants in such systems.
See "DESCRIPTION OF THE NOTES--Form, Denomination
and Registration" herein.

Except in the limited circumstances described
herein, Notes in certificated form will not be
issued in exchange for beneficial interests in
the Global Note. See "Definitive Notes and
Certificates."

Description of
the Certificates...... The Certificates will be issued pursuant to a trust
agreement dated as of _________ (_), 199_, as
amended and restated as of __________ __, 199_ (the
"Trust Agreement"), between the Depositor and
_____________ in its capacity as owner trustee (the
"Trustee") in a principal amount equal to $________.
The Certificates will represent undivided interests
in the Issuer as described herein.

Interest Distributions
on the Certificates Interest will accrue on the unpaid principal
amount of the Certificates at a rate per annum
equal to (state formula), calculated on the
basis of (the actual number of days in each
Certificate Interest Accrual Period divided by
360). A "Certificate Interest Accrual Period"
with respect to any Payment Date is the period
from and including the preceding Payment Date
(in the case of the first Payment Date, from
and including _______ __, 199_) to but
excluding such current Payment Date. Except as
otherwise provided herein, interest will be
distributed on the Certificates in arrears on
each Payment Date. No interest will be paid on
overdue interest.

Principal Distributions
on the Certificates To the extent described herein, the portion, if
any, of the principal of the Certificates that
has not been prepaid as described under
"Mandatory Prepayment of the Notes and the
Certificates" will be distributed on the
Certificates on the Scheduled Final Payment
Date. If the principal of the Notes has become
immediately due and payable in accordance with
the Indenture upon the occurrence of an Event
of Default, the principal of the Certificates
will be distributed out of the net proceeds
realized from the liquidation of the Underlying
Securities and other Assets, if any, to the
extent available after the payment of all other
obligations of the Issuer in accordance with
the Priority of Payments (as defined herein)
(including (any termination payment, if any,
owed under the Swap Agreement,) all principal
and interest due on the Notes and all interest
due on the Certificates).

Mandatory
Prepayment of
the Certificates..... The principal of the Certificates will be
subject to prepayment as described herein, in
whole or in part, on each __________________,
commencing on _____________ (the "Initial
Certificate Prepayment Date"), on the basis of
(state formula or index for determining amount
of principal prepayments). Variations in the
rate of prepayment of the Certificates may be
significant. See "MANDATORY PREPAYMENT OF THE
NOTES AND THE CERTIFICATES" herein.

Subordination of
the Certificates...... Distribution of interest and principal on the
Certificates will be subordinated in priority
of payment to the payment of expenses of the
Issuer, (to amounts owed by the Issuer to the
Swap Counterparty) and to the payment of
interest and principal due on the Notes.

Record Date for
the Certificates..... Payments on the Certificates will be made to
the Certificateholders in whose name the
Certificates were registered at the close of
business on the Record Date.

Denominations of
the Certificates.... The Certificates will be issued in minimum
denominations of $1,000 and integral multiples
of $1,000 in excess thereof.

Form, Registration
and Transfer of
the Certificates.... The Certificates will be represented by one or
more permanent global Certificates (the "Global
Certificates") in fully registered form without
coupons registered in the name of a nominee of
DTC. See "DESCRIPTION OF THE CERTIFICATES --
Form, Denomination and Registration" herein.

Except in the limited circumstances described
herein, Certificates in certificated form
will not be issued in exchange for beneficial
interests in the Global Certificate.
See "Definitive Notes and Certificates."

Transfers of interests in the Global Certificates
are subject to certain restrictions. See "Transfer
Restrictions."

Limited Assets of
the Issuer......... The Notes are debt obligations of the Issuer
and the Certificates represent interests in the
Issuer only. The Notes and Certificates are
payable solely from proceeds of the Assets owned
by the Issuer. None of the Depositor, (the
Swap Counterparty,) the Trustee, the Indenture
Trustee, the Certificateholders or any of their
affiliates or any other person or entity will be
obligated to make payments on the Notes or the
Certificates. Consequently, the holders of the
Notes and Certificates must rely solely on
collections in respect of the Assets for
payments on the Notes and distributions on the
Certificates. If collections in respect of the
Assets net of any amounts owed by the Issuer
(to the Swap Counterparty under the Swap
Agreement and) to the Indenture Trustee and the
Trustee are insufficient to make all payments and
distributions due in respect of the Notes and the
Certificates, there will be no other assets
of the Issuer available for payment of any
shortfall and, following realization of the
Assets, any obligation of the Issuer to pay such
shortfall will be extinguished. Any such shortfall
will be borne first by the Certificateholders
and then by the Noteholders.

Calculation Agent... _____________ will serve as calculation agent (the
"Calculation Agent") for the Issuer under the
Indenture and the Trust Agreement (and in connection
with the Swap Agreement.) See "THE CALCULATION
AGENT" herein.

(Swap Agreement.... Under the Swap Agreement, the Issuer will pay
to the Swap Counterparty amounts equal to the
payments of interest scheduled to be received on the
Underlying Securities in accordance with the terms
thereof (net of certain expenses) and the Swap
Counterparty will pay to the Issuer amounts equal to
the interest payable on the Notes and the
Certificates.

(If principal prepayments are not based on
principal distributions on Underlying Securities,
state how Swap Agreement or other Enhancement
will provide funds for such principal prepayments.)

If a Swap Early Termination (as defined herein)
occurs, the principal of the Notes will be declared
or become immediately due and payable and the
Indenture Trustee will be obligated to liquidate
the Underlying Securities as described under "THE
INDENTURE -- Liquidation of Underlying Securities
and Eligible Investments" herein. In such event,
the principal of the Certificates will be
distributed out of the net proceeds realized
from the liquidation of the Underlying Securities,
Eligible Investments and other Assets, if any,
only to the extent available after the payment of
all other obligations of the Issuer. In the
event that the net proceeds of the liquidation
of the Assets are not sufficient to make all
payments due in respect of the Notes and
Certificates and to pay the Issuer's other
obligations, if any, in respect of the termination
of the Swap Agreement, then such amounts will be
applied in accordance with the Priority of
Payments (as defined herein) and the claims of
the Swap Counterparty in respect of such net
proceeds will rank higher in priority than
the claims of the Noteholders and the
Certificateholders. See "THE SWAP AGREEMENT"
herein.)

Certain Income Tax
Consequences...... In the opinion of Brown & Wood LLP ("Federal
Tax Counsel"), for U.S. federal income tax purposes,
the Issuer will not be an association or
publicly traded partnership taxable as a
corporation, the Notes will be treated as debt
and the Certificates will be treated as
interests in a partnership to the extent they are
held by more than one person. To the extent
that the Certificates are held by one person,
the Issuer will be disregarded and the holder
of the Certificates will be treated as directly
owning the Issuer's assets for U.S. federal income
tax purposes. An opinion of counsel is
not binding on the Internal Revenue Service (the
"IRS") and it is possible the IRS could
disagree. Each Noteholder and Certificateholder,
by the acceptance of a Note or Certificate, will
agree to treat the Notes as indebtedness for
federal, state and local income and franchise
tax purposes. Each Certificateholder for
federal, state and local tax purposes by acceptance
of a Certificate will agree to treat the
Certificates as interests in a partnership, or if
all the Certificates are held by one person, the
Certificateholder will agree to treat itself as
owning the Issuer's assets. See "Certain
Federal Income Tax Considerations" herein and in
the Prospectus.

ERISA......... Generally, employee benefit plans that are
subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), are
permitted to purchase instruments like the Notes
that are debt under applicable state law and have
no "substantial equity features" without reference
to the prohibited transaction requirements
of ERISA and the Code if the obligor is not
a party in interest with respect to such plan.
The Issuer expects that the Notes will be
classified as indebtedness without substantial
equity features for ERISA purposes. Any plan
fiduciary considering whether to purchase the Notes
on behalf of a plan should consult with its counsel
regarding the applicability of the provisions of
ERISA and the Code and the availability of any
exemptions with respect to the purchase
and holding of the Notes.

Under current law the purchase and holding of the
Certificates by or on behalf of any employee
benefit plan subject to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code
may result in a "prohibited transaction" within
the meaning of ERISA and/or the Code.
Consequently, Certificates may not be transferred
to a proposed transferee that is a plan subject
to ERISA or that is described in Section
4975(e)(1) of the Code, or a person acting on
behalf of any such plan or using the assets of such
plan. See "ERISA CONSIDERATIONS" herein.

Rating.......... It is a condition to the issuance of the Notes
that they be rated "___" by ____________ and
"___" by _______ (each, a Rating Agency). It
is a condition to the issuance of the
Certificates that they be rated "____" by ______
and "____" by ___. The ratings of the Notes and
the Certificates by the Rating Agencies address
the likelihood of the full and timely payment of
principal and interest on the Notes and
Certificates, respectively. There is no
assurance that any such rating will continue for
any period of time or that it will not be revised
or withdrawn entirely by such Rating Agency if,
in its judgment, circumstances ((including, without
limitation, the rating of the Swap Counterparty))
so warrant. A revision or withdrawal of such
rating may have an adverse effect on the market
price of the Notes and Certificates. A security
rating is not a recommendation to buy, sell or hold
securities.

RISK FACTORS

An investment in the Securities involves certain risks. Prospective
investors should carefully consider the following factors, in addition to the
factors set forth under "Risk Factors" in the Prospectus and the matters set
forth elsewhere in this Prospectus Supplement, prior to investing in the
Securities.

Limited Liquidity. There is currently no secondary market for the
Securities. While the Underwriter intends to make a market in the Notes and
the Certificates upon their issuance, it is under no obligation to do so.
There can be no assurance that any secondary market for any of the Securities
will develop, or, if a secondary market does develop, that it will provide
the holders of such Securities with liquidity of investment or that it will
continue for the life of such Securities.

Limited Assets of the Issuer. The Notes are obligations of the Issuer
only and the Certificates represent interests in the Issuer only and the
Notes and Certificates are payable solely from proceeds of the Assets owned
by the Issuer. None of the Depositor, (the Swap Counterparty,) the
Certificateholders, the Underwriter or any of their affiliates or any other
person or entity will be obligated to make payments on the Notes, the
Certificates or the Underlying Securities. Consequently, the holders of the
Notes and Certificates must rely solely on collections in respect of the
Assets for payments on the Notes and distributions on the Certificates. If
collections in respect of the Assets net of any amounts owed by the Issuer to
(the Swap Counterparty,) the Indenture Trustee and the Owner Trustee are
insufficient to make all payments and distributions due in respect of the
Notes and the Certificates, there will be no other assets of the Issuer
available for payment of any shortfall and, following realization of the
Assets, any obligation of the Issuer to pay such shortfall will be
extinguished. Any such shortfall will be borne first by the
Certificateholders and secondly by the Noteholders.

No Investigation of Underlying Securities, Underlying Transferor,
Underlying Trust and Underlying Servicer. None of the Depositor, the
Underwriter, the Owner Trustee, the Indenture Trustee or any of their
affiliates (i) has made or will make any investigation of the business
condition, financial or otherwise, of the Underlying Trust, the Underlying
Transferor or the Underlying Servicer, or (ii) has verified or will verify
any reports or information filed by the Underlying Trust with the Commission.
Investors are encouraged to consider publicly available financial and other
information regarding the Underlying Trust. The issuance of the Securities
should not be considered an endorsement by the Depositor, the Underwriter,
the Owner Trustee, the Indenture Trustee or any of their affiliates of the
condition of the Underlying Trust or the merits of the Underlying Securities.

(The Swap Agreement. The purchase of Securities involves risks
associated with the Swap Agreement and the Swap Counterparty. If the Swap
Counterparty fails to make payments due to the Issuer under the Swap
Agreement, (or if the Swap Counterparty reduces its payments as described
under "THE SWAP AGREEMENT -- Taxation" herein,) the Issuer will be unable to
meet its obligations in respect of the Notes and Certificates. The Swap
Agreement may be terminated in accordance with its terms upon the occurrence
of a Swap Default or Termination Event (each as defined herein).

Upon any such early termination of the Swap Agreement, the Issuer or the
Swap Counterparty may be liable to make a termination payment to the other
(regardless, if applicable, of which of such parties may have caused such
termination). The amount of any such termination payment will be based on
the market value of the Swap Agreement computed on the basis of market
quotations of the cost of entering into swap transactions with the same terms
and conditions that would have the effect of preserving the respective full
payment obligations of the parties, in accordance with the procedures set
forth in the Swap Agreement; (state whether there are circumstances where no
termination payment will be payable). Any such termination payment could, if
interest rates have changed significantly, be substantial.

If a Swap Early Termination occurs, the principal of the Notes will be
declared or become immediately due and payable and the Indenture Trustee will
be obligated to liquidate the Underlying Securities and Eligible Investments,
if any, as described under "The Indenture -- Liquidation of Underlying
Securities." In any such event, the ability of the Issuer to pay principal
and interest on the Notes and Certificates will depend (a) on the price at
which the Underlying Securities and Eligible Investments, if any, are
liquidated, (b) on the amount of the termination payment (if any) which may
be due to the Swap Counterparty from the Issuer under the Swap Agreement and
(c) on the amount of the termination payment, if any, which may be due to the
Issuer from the Swap Counterparty under the Swap Agreement. In the event
that the net proceeds of the liquidation of the Assets are not sufficient to
make all payments due in respect of the Notes and Certificates and for the
Issuer to meet its obligations, if any, in respect of the termination of the
Swap Agreement, then such amounts will be applied in accordance with the
Priority of Payments and the claims of the Swap Counterparty in respect of
such net proceeds will rank higher in priority than the claims of the
Noteholders and the Certificateholders. See "PRIORITY OF PAYMENTS" herein.)

Underlying Securities. The Underlying Securities represent interests in
the Underlying Trust only and do not represent interests in or obligations of
the Underlying Transferor or any affiliate of the Underlying Transferor. (If
the Underlying Trust fails to make payments due to the Issuer under the
Underlying Securities on the due date therefor, the Swap Agreement may be
terminated. In such event, the principal of the Notes will become due and
payable immediately and the Assets of the Issuer available for payment of the
Notes and Certificates will be limited as described above under " -- Limited
Assets of the Issuer.") See "THE UNDERLYING SECURITIES" herein.

Maturity Assumptions and Early Prepayment Risk. The principal of the
Notes will be prepaid as described herein, in whole or in part, on
____________ and the principal of the Certificates will be distributed on
_____________ on the basis of (state formula or index and discuss related
maturity assumptions, yield considerations and prepayment risk factors).

Reinvestment Risk. As described herein, the rate of prepayment of the
Securities depends on a number of factors. Accordingly, it is not possible
to predict the rate at which the Securities will be redeemed. Moreover,
since prevailing interest rates are subject to fluctuation, there can be no
assurance that investors in the Securities will be able to reinvest the
payments thereon at yields equalling or exceeding the yield on such
Securities. It is possible that yields on such reinvestments will be lower,
and may be significantly lower, than the yield on the Securities. Investors
in the Securities should consider the related reinvestment risk in light of
other investments that may be available to such investors.

Subordination of the Certificates. Distributions of principal and
interest on the Certificates will be subordinated in priority of payment to
the payment of expenses of the Issuer(, to amounts owed by the Issuer to the
Swap Counterparty) and to the payment of principal and interest due on the
Notes. Consequently, the Certificateholders will not receive any
distributions of principal or interest with respect to a Payment Date until
amounts owed by the Issuer (to the Swap Counterparty on such Payment Date
and) the full amount of principal and interest due on the Notes on such
Payment Date are paid in full. See "PRIORITY OF PAYMENTS" herein.

(Potential Conflicts of Interest. Because the Calculation Agent is (the
Swap Counterparty), potential conflicts of interest may exist between the
Calculation Agent and the holders of Notes and Certificates. The Calculation
Agent is obligated to carry out its duties and functions as Calculation Agent
in good faith and using its reasonable judgment.)

Rating of the Securities. The Notes will be rated "___" by ______ and
"___" by ___ and the Certificates will be rated "___" by Moody's and "___" by
S&P (each of ___ and ______ being hereinafter referred to as a "Rating
Agency"). A rating is not a recommendation to purchase, hold or sell
securities, inasmuch as such rating does not comment as to market price or
suitability for a particular investor. The ratings of the Securities by the
Rating Agencies address the likelihood of the full and timely payment of
principal and interest on the Securities. However, a Rating Agency does not
evaluate, and the ratings of the Securities do not address, the possibility
that investors may receive a lower yield than anticipated. There can be no
assurance that a rating will remain for any given period of time or that a
rating will not be lowered or withdrawn entirely by a Rating Agency if, in
its judgment, circumstances ((including, without limitation, the rating of
the Swap Counterparty)) in the future so warrant.

THE ISSUER

The Issuer will be a business trust formed under the laws of the State
of Delaware pursuant to the Trust Agreement for the transactions described in
this Prospectus Supplement. After its formation, the Issuer will not engage
in any activity other than (i) acquiring and holding the Underlying
Securities and the other assets of the Issuer and proceeds therefrom, (ii)
issuing the Notes and the Certificates, (iii) making payments on the Notes
and distributions on the Certificates, (iv) (entering into the Swap
Agreement) and (v) engaging in other activities that are necessary, suitable
or convenient to accomplish the foregoing or are incidental thereto or
connected therewith.

The Issuer's principal offices are in Wilmington, Delaware in care of
___________ as Trustee, at the address listed below under "The Owner
Trustee."

The Issuer is not a subsidiary or affiliate of or otherwise related to
the Underlying Trust or any of its affiliates. The Underlying Trust and its
affiliates are not involved in the offering of the Securities or the
preparation of this Prospectus Supplement. The Underlying Trust and its
affiliates will not receive any of the proceeds of the offering of the
Securities, and the Underlying Trust and its affiliates are not responsible
for, nor have they participated in the determination of, the issuance of the
Securities.

DESCRIPTION OF THE NOTES

The Notes will be issued pursuant to the Indenture. The following
summaries describe certain terms of the Notes and the Indenture. The
summaries do not purport to be complete and are subject to, and qualified in
their entirety by reference to, the provisions of the Indenture. See
"MANDATORY PREPAYMENT OF THE NOTES AND THE CERTIFICATES" and "PRIORITY OF
PAYMENTS" herein and "DESCRIPTION OF THE NOTES - The Indenture" in the
Prospectus for a summary of additional terms of the Indenture.

STATUS AND SECURITY

The Notes will be debt obligations of the Issuer, secured as described
below. The Notes will be senior in right of payment on each Payment Date to
the Certificates.

Under the terms of the Indenture, the Issuer will grant to the Indenture
Trustee, for the benefit of the Noteholders and the Swap Counterparty, a
security interest in certain assets of the Issuer to secure the Issuer's
obligations under the Indenture and the Notes. The assets subject to the
security interest of the Indenture will consist of (i) the Underlying
Securities, (ii) the Collection Account, (iii) (the Issuer's rights
under the Swap Agreement (for the benefit of the Noteholders only)) and (iv)
all proceeds of the foregoing (collectively, the "Assets").

Payments of interest and principal on the Notes will be made solely from
the proceeds of the Assets, in accordance with the priorities described under
"PRIORITY OF PAYMENTS" herein.

INTEREST

Interest on the principal balances of the Notes will accrue at a rate
per annum equal to ___% (or state formula), (calculated on the basis of a
360-day year consisting of twelve 30-day months) (the "Note Accrual Rate").
Interest will accrue with respect to each Payment Date during the _________
period beginning on the __th day of __________ (or on the Closing Date in the
case of the first Payment Date) and ending on the __th day of ___________
(each, a "Note Interest Accrual Period").

Interest will be payable to Noteholders in arrears on each Payment Date.
"Payment Date" means the __th day of each __________ or, if such day is not a
Business Day, the next succeeding Business Day, commencing on ______ __,
199_. A failure to pay interest due on the Notes on any Payment Date, which
failure continues for five Business Days, constitutes an Event of Default (as
defined herein) under the Indenture. A "Business Day" is any day other than
a Saturday or Sunday or another day on which banking institutions in New
York, New York or the city in which the corporate trust office of the Owner
Trustee or the Indenture Trustee is located are authorized or obligated by
law, regulations or executive order to be closed.

PRINCIPAL

The portion, if any, of the principal of the Notes that has not been
prepaid as described under "Mandatory Prepayment of the Notes and the
Certificates" will mature on the Scheduled Final Payment Date. However, if
an Event of Default occurs under the Indenture (other than an Event of
Default that constitutes a Swap Early Termination) the Indenture Trustee may
and, at the written request of the holders of a majority of the principal of
the Notes, will declare the Notes immediately due and payable, (subject to
the prior written consent of the Swap Counterparty under certain
circumstances. If a Swap Early Termination occurs, the entire unpaid
principal amount of the Notes will become immediately due and payable
automatically.)

MANDATORY PREPAYMENT

Beginning on _______________ and on each ____________ thereafter until
the principal amount of the Notes is paid in full, the Issuer will prepay a
pro rata portion of the then outstanding principal amount of each Note (which
prepayment may range from (_____)% to (_____)% of such outstanding principal
amount) on the basis of calculations described herein under "MANDATORY
PREPAYMENT OF THE NOTES AND THE CERTIFICATES -- Prepayment."

PAYMENTS

Payments on the Notes will be made by the Indenture Trustee on each
Payment Date to persons in whose names the Notes are registered on the Record
Date. The final payment in retirement of a Note will be made only upon
surrender of the Note to the Indenture Trustee at the office thereof
specified in the notice to Noteholders of such final payment. Notice will be
mailed prior to the Payment Date on which the final payment of principal and
interest on a Note is expected to be made to the holder thereof.

FORM, DENOMINATION AND REGISTRATION

The Notes will be represented by one or more Global Notes. Investors
may hold their interests in the Global Note directly through DTC (in the
United States) or CEDEL or Euroclear (in Europe) if they are participants in
such systems, or indirectly through organizations which are participants in
such systems. The Global Note will be registered in the name of a nominee of
DTC.

Except in the limited circumstances described under "CERTAIN INFORMATION
REGARDING THE SECURITIES - Definitive Securities" in the Prospectus, owners
of beneficial interests in Global Notes will not be entitled to receive
physical delivery of certificated Notes. The Notes are not issuable in
bearer form.

The Notes will be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Trust Agreement. The
following summaries describe certain terms of the Certificates and the Trust
Agreement. The summaries do not purport to be complete and are subject to,
and qualified in their entirety by reference to, the provisions of the Trust
Agreement. See "MANDATORY PREPAYMENT OF THE NOTES AND THE CERTIFICATES" and
"PRIORITY OF PAYMENTS" herein and "THE TRUST AGREEMENT" in the Prospectus for
a summary of additional terms of the Trust Agreement.

INTEREST

Interest will accrue on the unpaid principal amount of the Certificates
from the Closing Date at a rate per annum equal to (state rate or formula
therefor), calculated on the basis of (the actual number of days in each
Certificate Interest Accrual Period divided by 360) (the "Certificate Accrual
Rate"). The Certificate Accrual Rate for the first Certificate Interest
Accrual Period will be (_____)% per annum. A "Certificate Interest Accrual
Period", with respect to any Payment Date, is the period from and including
the preceding Payment Date (in the case of the first Payment Date, from and
including ________ __, 199_) to but excluding such current Payment Date. No
interest will be paid on overdue interest.

Interest on the principal balance of the Certificates will be
distributed __________ in arrears on each Payment Date to the extent funds
are available for such distribution in accordance with the priority described
under "Priority of Payments."

PRINCIPAL

To the extent funds are available for such distribution in accordance
with the priority described under "Priority of Payments," the portion, if
any, of the principal of the Certificates that has not been prepaid as
described under "Mandatory Prepayment of the Notes and the Certificates" will
be distributed on the Certificates on the Scheduled Final Payment Date. If
the Notes have been declared immediately due and payable in accordance with
the Indenture upon the occurrence of an Event of Default, the principal of
the Certificates will be distributed out of the net proceeds realized from
the liquidation of the Underlying Securities and other Assets, if any, to the
extent available after the payment of all other obligations of the Issuer in
accordance with the Priority of Payments (including (any termination payment,
if any, owed under the Swap Agreement), all principal and interest due on the
Notes and all interest due on the Certificates).

MANDATORY PREPAYMENT

Beginning on each _____________ thereafter until the principal amount of
the Certificates is paid in full, the Issuer will distribute a pro rata
portion of the then outstanding principal amount of each Certificate (which
prepayment may range from (____)% to (_____)% of such outstanding principal
amount) on the basis of calculations described herein under "MANDATORY
PREPAYMENT OF THE NOTES AND THE CERTIFICATES" to the extent funds are
available for such distribution in accordance with the priority described
under "Priority of Payments."

SUBORDINATION

Distributions of principal and interest on the Certificates will be
subordinated in priority of payment to the payment of expenses of the Issuer,
to amounts owed by the Issuer to the Swap Counterparty and to the payment of
principal and interest due on the Notes. Consequently, the Certificateholders
will not receive any distributions of principal or interest with respect to a
Payment Date until (amounts owed by the Issuer to the Swap Counterparty on
such Payment Date and) the full amount of principal and interest due on the
Notes on such Payment Date are paid in full. See "PRIORITY OF PAYMENTS"
herein.

DISTRIBUTIONS

Distributions of principal and interest will be paid to the
Certificateholders pro rata in accordance with the percentage interest of the
aggregate principal amount of the Certificates represented by their
respective Certificates.

Pursuant to an administration agreement entered into between the Trust,
the Indenture Trustee, ________________________ as administrator (the
"Administrator") and the Owner Trustee (the "Administration Agreement"),
interest and principal distributions (including prepayments of principal as
described under "Mandatory Prepayment of the Notes and the Certificates") on
the Certificates will be made on behalf of the Owner Trustee by the
Administrator on the Payment Date to persons in whose names the Certificates
are registered on the Record Date. The final distribution in retirement of a
Certificate will be made only upon surrender of the Certificate to the Owner
Trustee at the office thereof specified in the notice to Certificateholders
of such final payment. Notice will be mailed prior to the Payment Date on
which the final distribution of principal and interest on a Certificate is
expected to be made to the holder thereof.

FORM, DENOMINATION AND REGISTRATION

The Certificates will be represented by one or more Global Certificates.
Investors may hold their interests in the Global Certificate directly through
DTC if they are DTC participants, or indirectly through organizations (other
than CEDEL, Euroclear or their respective nominees) which are DTC
participants. The Global Certificate will be registered in the name of a
nominee of DTC.

Except in the limited circumstances described under "Certain Information
Regarding the Securities--Definitive Securities," owners of beneficial
interests in Global Certificates will not be entitled to receive physical
delivery of certificated Certificates. The Certificates are not issuable in
bearer form.

The Certificates will be issued in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof.

TERMINATION

All obligations of the Issuer and the Owner Trustee created by the Trust
Agreement will terminate upon the distribution to Certificateholders of all
amounts required to be distributed to them, if any, pursuant to the Trust
Agreement (and distribution to the Swap Counterparty of all amounts required
to be distributed to it pursuant to the Swap Agreement).

MANDATORY PREPAYMENT OF THE NOTES AND THE CERTIFICATES

PREPAYMENT

Beginning on ______________ and on each _____________ thereafter until
the principal amount of the Notes is paid in full, the Issuer will prepay a
pro rata portion of the then outstanding principal amount of each Note (which
prepayment may range from (______)% to (______)% of such outstanding
principal amount) on the basis of (state formula or index for determining
principal prepayments). When the principal amount of the Notes is paid in
full, the Issuer will commence prepaying the principal of the Certificates
(which prepayment may range from ( )% to ( )% of such outstanding
principal amount) on the basis of (state formula or index for determining
principal prepayments).

Calculation of Prepayment Amounts. (Describe how principal prepayments
are calculated).

PRIORITY OF PAYMENTS

The Indenture Trustee will apply all monies received by it under the
Indenture, including proceeds of the Underlying Securities, proceeds of
Eligible Investments, (payments made by the Swap Counterparty to the Issuer
under the Swap Agreement), amounts realized by the Indenture Trustee upon the
sale or other liquidation of Underlying Securities or Eligible Investments
and proceeds of any other property included in the Trust Estate in the
following order of priority (the "Priority of Payments"):

((i) in payment or satisfaction of any (certain;) expenses;

(ii) (to the Swap Counterparty in payment of amounts due under the Swap
Agreement);

(iii) to Noteholders in payment of amounts due and unpaid on the
Notes for interest, ratably, without preference or priority of any kind;

(iv) to Noteholders in payment of amounts due and unpaid on the Notes
for principal, by reason of mandatory prepayment or otherwise, ratably,
without preference or priority of any kind;

(v) to the Holders of the Certificates as a distribution of interest
then payable on the Certificates, ratably, without preference or priority of
any kind; and

(vi) to the Holders of the Certificates as a distribution of principal
then payable on the Certificates by reason of mandatory prepayment or
otherwise, ratably, without preference or priority of any kind.

The following capitalized words and phrases will have the following
meanings in connection with the Priority of Payments:

"Eligible Investments": An investment shall be an Eligible Investment
if: (1) (A) it is an U.S. dollar denominated bond, debenture, note or other
investment or security evidencing debt which: (i) has an original maturity of
less than 364 days; and (ii) has ratings of "A-1+" from Standard & Poor's and
"P-1" from Moody's at the time of investment; or (B) it is any bond,
debenture, note or other investment or security evidencing debt not referred
to in (A) if the Indenture Trustee has been provided with a letter from
Moody's and Standard & Poor's to the effect that investment in such bond,
debenture, note or other investment or security will not adversely affect the
ratings on the Notes and the Certificates and (2) it is purchased at a price
no greater than par plus accrued interest, if any. Eligible Investments may
include, without limitation, those investments for which the Indenture
Trustee, the Owner Trustee or an affiliate thereof provides services.

"Trust Estate": The Assets of the Issuer pledged by the Issuer to the
Indenture Trustee to secure the Notes (and the Swap Agreement).

THE INDENTURE

The following summary describes certain terms of the Indenture. The
summary does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the provisions of the Indenture. See
"DESCRIPTION OF THE NOTES" herein for a summary of certain additional terms
of the Indenture.

COLLECTION ACCOUNT; INVESTMENT

All distributions on the Underlying Securities and Eligible Investments,
if any, (and each payment received by the Indenture Trustee under the Swap
Agreement) will be deposited in the Collection Account upon receipt. The
Indenture Trustee will hold such moneys for the benefit of holders of the
Notes and the Swap Counterparty. In the event that distributions of
principal or interest are received on the Underlying Securities prior to the
date such principal or interest distributions are needed to make interest
payments or mandatory prepayments of principal on the Notes and Certificates,
such amounts will be held by the Indenture Trustee on deposit in the
Collection Account and will be invested by the Indenture Trustee in Eligible
Investments (at the direction of the Swap Counterparty. See "THE SWAP
AGREEMENT -- Early Amortization of the Underlying Securities" herein).

COLLECTION OF DISTRIBUTIONS ON UNDERLYING SECURITIES

All distributions on the Underlying Securities and Eligible Investments,
if any, will be made directly to the Indenture Trustee. The obligation of
the Issuer to make payments on the Notes is limited to distributions on the
Underlying Securities and Eligible Investments, if any, (and payments
received pursuant to the Swap Agreement) which were actually received by it.
However, if the Indenture Trustee has not received a distribution with
respect to the Underlying Securities by the fifth Business Day after the date
on which such distribution was due and payable pursuant to the terms of such
Underlying Securities, the Indenture will require the Indenture Trustee,
subject to the following sentence, to take such actions as may be directed by
(the Swap Counterparty including taking such legal action as the Swap
Counterparty deems appropriate under the circumstances), and prosecuting any
claims in connection therewith. In the event that the Indenture Trustee
reasonably believes that there may not be sufficient funds available to
reimburse it for its projected legal fees and expenses in accordance with the
Priority of Payments, the Indenture Trustee will notify the Noteholders (and
the Swap Counterparty) that it is not obligated to pursue any such available
remedies unless adequate indemnity for its legal fees and expenses is
provided by the Noteholders (or the Swap Counterparty.)

LIEN OF INDENTURE TRUSTEE

The Indenture Trustee will have a lien ranking senior to that of the
Noteholders upon all funds held or collected as part of the Assets to secure
payment of amounts payable to the Indenture Trustee pursuant to the
Indenture.

EVENTS OF DEFAULT

With respect to the Notes, an "Event of Default" under the Indenture
will consist of: (i) a default for (_____) Business Days or more in the
payment of any interest on any Note when the same becomes due and payable;
(ii) a default in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable by reason of
mandatory prepayment or otherwise; (iii) a default in the observance or
performance of any covenant or agreement of the Issuer made in the Indenture
and the continuation of any such default for a period of 30 days after notice
thereof is given to the Issuer by the Indenture Trustee (or the Swap
Counterparty) or to the Issuer, (the Swap Counterparty) and the Indenture
Trustee by the holders of at least 25% of the outstanding principal of the
Notes; (iv) any representation or warranty made by the Issuer in the
Indenture or in any certificate delivered pursuant thereto or in connection
therewith having been incorrect in a material respect as of the time made,
and the circumstance in respect of which such representation or warranty was
incorrect not having been cured within 30 days after notice thereof is given
to the Issuer by the Indenture Trustee (or the Swap Counterparty) or to the
Issuer, (the Swap Counterparty) and the Indenture Trustee by the holders of
at least 25% of the outstanding principal of the Notes then outstanding; (v)
certain events of bankruptcy, insolvency, receivership or liquidation of the
Issuer, or (vi) (the occurrence of a Swap Early Termination).

RIGHTS UPON EVENT OF DEFAULT

If there is an Event of Default with respect to the Notes due to late
payment or nonpayment of interest due on the Notes, additional interest will
accrue on such unpaid interest at the interest rate on the Notes (to the
extent lawful) until such interest is paid. Such additional interest on
unpaid interest will be due at the time such interest is paid. If there is
an Event of Default due to late payment or nonpayment of principal on the
Notes, interest will continue to accrue on such principal at the interest
rate on the Notes until such principal is paid.

If an Event of Default ((other than an Event of Default that constitutes
a Swap Early Termination)) should occur and be continuing with respect to the
Notes, the Indenture Trustee may, and, at the written request of the holders
of a majority of the principal of the Notes then outstanding will, declare
the principal of the Notes to be immediately due and payable, (subject to the
prior written consent of the Swap Counterparty under certain circumstances.)
Such declaration may, under certain circumstances, be rescinded by the
holders of a majority of the outstanding principal of the Notes then
outstanding, (subject to the prior written consent of the Swap Counterparty).
(If a Swap Early Termination occurs, the entire unpaid principal amount of
the Notes will become immediately due and payable automatically.)

If an Event of Default has occurred and is continuing (other than a Swap
Early Termination), the Indenture Trustee may institute proceedings to
collect amounts due or foreclose on property of the Issuer, exercise remedies
as a secured party, sell the Underlying Securities or elect to have the Trust
maintain possession of the Underlying Securities and continue to apply
collections on the Underlying Securities; (provided, however, that if the
Swap Counterparty has given instructions to the Indenture Trustee with
respect to such proceedings, remedies or actions, and no Swap Default as
to which the Swap Counterparty is the defaulting party or Termination
Event as to which the Swap Counterparty is the sole Affected Party
(as defined in the Swap Agreement) shall have occurred, the
Indenture Trustee will follow such instructions). (If an Event of
Default due to (a Swap Early Termination occurs, the Indenture Trustee
is required to liquidate the Underlying Securities in compliance with
the Indenture.)

The Indenture Trustee will be under no obligation to exercise any of the
rights or powers under the Indenture at the request or direction of any of
the holders of the Notes (or the Swap Counterparty), if the Indenture Trustee
reasonably believes it will not be adequately indemnified against the costs,
expenses and liabilities which might be incurred by it in complying with such
request. Subject to certain limitations contained in the Indenture, (if a
Swap Default as to which the Swap Counterparty is the defaulting party or a
Termination Event as to which the Swap Counterparty is the sole Affected
Party shall have occurred), the holders of a majority of the outstanding
principal of the Notes will have the right to direct the time, method and
place of conducting any proceeding or any remedy available to the Indenture
Trustee. (With the prior written consent of the Swap Counterparty,) the
holders of a majority of the principal of the Notes then outstanding may, in
certain cases, waive any default with respect thereto, except (i) a default
in the payment of principal or interest, (ii) a default in respect of a
covenant or provision of the Indenture that cannot be modified without the
waiver or consent of all of the holders of the outstanding principal of the
Notes (or (iii) the occurrence of a Swap Early Termination.)

No holder of a Note will have the right to institute any proceeding with
respect to the Indenture, unless (i) such holder previously has given the
Indenture Trustee written notice of a continuing Event of Default, (ii) the
holders of not less than 25% of the outstanding principal of the Notes have
made written request to the Indenture Trustee to institute such proceeding in
its own name as Indenture Trustee, (iii) such holder or holders have offered
the Indenture Trustee reasonable indemnity satisfactory to the Indenture
Trustee, (iv) the Indenture Trustee has for 60 days failed to institute such
proceeding and (v) no direction inconsistent with such written request has
been given to the Indenture Trustee during the 60-day period by the holders
of a majority of the outstanding principal of the Notes.

In addition, the Indenture Trustee and the Noteholders, by accepting the
Notes, will covenant that they will not at any time institute against the
Issuer or the Depositor any bankruptcy, reorganization or other proceeding
under any federal or state bankruptcy or similar law in connection with the
Notes, (the Swap Agreement), the Indenture, the Trust Agreement or any
related agreement.

With respect to the Issuer neither the Indenture Trustee nor the Owner
Trustee in their capacities as trustees, nor any holder of a Certificate
representing an ownership interest in the Issuer nor any of their respective
owners, beneficiaries, agents, officers, directors, employees, affiliates,
successors or assigns will, in the absence of an express agreement to the
contrary, be personally liable for the payment of the principal of or
interest on the Notes or for the agreements of the Issuer contained in the
Indenture.

SATISFACTION AND DISCHARGE OF INDENTURE

The Indenture will be discharged with respect to the collateral securing
the Notes upon the delivery to the Indenture Trustee for cancellation of all
the Notes or, with certain limitations, upon deposit with the Indenture
Trustee of funds sufficient for the payment in full of the Notes, (and any
amounts due to the Swap Counterparty).

VOTING RIGHTS

At all times, the voting rights of Noteholders under the Indenture will
be allocated among the Notes pro rata in accordance with their outstanding
principal balances.

CERTAIN MATTERS REGARDING THE INDENTURE TRUSTEE AND THE DEPOSITOR

Neither the Depositor, the Indenture Trustee nor any director, officer
or employee of the Depositor or the Indenture Trustee will be under any
liability to the Trust or the Noteholders for any action taken or for
refraining from the taking of any action in good faith pursuant to the
Indenture or for errors in judgment; provided, however, that none of the
Indenture Trustee, the Depositor and any director, officer or employee
thereof will be protected against any liability which would otherwise be
imposed by reason of willful misconduct, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under the Indenture. The Indenture Trustee and/or its affiliates may
receive compensation in connection with the Indenture Trustee's investment of
Assets in certain Eligible Investments as provided in the Indenture.

Each person into which the Indenture Trustee may be merged or with which
it may be consolidated and each person resulting from such merger or
consolidation will be the successor of the Indenture Trustee under the
Indenture.

THE TRUST AGREEMENT

The following summary describes certain terms of the Trust Agreement.
The summary does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the provisions of the Trust Agreement. See
"DESCRIPTION OF THE CERTIFICATES" herein and "THE TRUST AGREEMENT" in the
Prospectus for a summary of certain additional terms of the Trust Agreement.

COLLECTION OF DISTRIBUTIONS ON UNDERLYING SECURITIES

The Underlying Securities will be assets of the Trust. All distributions
thereon will be made directly to the Indenture Trustee. Pursuant to the
Administration Agreement, distributions on the Certificates will be made to
Certificateholders by the Administrator acting on behalf of the Owner
Trustee.

EXERCISE OF REMEDIES

The Trust Agreement provides that until all the Notes have been paid in
full, the Indenture Trustee will take all actions to collect any
distributions due on the Underlying Securities or to exercise remedies
pursuant to the Indenture, subject to certain conditions set forth in the
Indenture.

The Owner Trustee and the Certificateholders, by accepting the
Certificates, will covenant that they will not at any time institute against
the Issuer or the Depositor any bankruptcy, reorganization or other
proceeding under any federal or state bankruptcy or similar law in connection
with the Certificates, (the Swap Agreement), the Indenture, the Trust
Agreement or any related agreement.

VOTING INTERESTS

As of any date, the aggregate outstanding principal balance of all
Certificates will constitute the voting interest of the Issuer (the "Voting
Interests"), except that, for purposes of determining Voting
Interests, Certificates owned by the Issuer or its affiliates and the
Depositor will be disregarded and deemed not to be outstanding, and except
that, in determining whether the Owner Trustee is protected in relying upon
any request, demand, authorization, direction, notice, consent or waiver,
only Certificates that the Owner Trustee knows to be so owned will be so
disregarded. Certificates so owned that have been pledged in good faith may
be regarded as outstanding if the pledgee establishes to the satisfaction of
the Owner Trustee the pledgor's right so to act with respect to such
Certificates and that the pledgee is not the Issuer or one of its affiliates.

CERTAIN MATTERS REGARDING THE OWNER TRUSTEE AND THE DEPOSITOR

None of the Depositor, the Owner Trustee or any director, officer or
employee of the Depositor or the Owner Trustee will be under any liability to
the Trust or the Certificateholders for any action taken or for refraining
from the taking of any action in good faith pursuant to the Trust Agreement
or for errors in judgment; provided, however, that none of the Owner Trustee,
the Depositor and any director, officer or employee thereof will be protected
against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties under the Trust Agreement.

Each person into which the Owner Trustee may be merged or with which it
may be consolidated or and each person resulting from such merger or
consolidation will be the successor of the Owner Trustee under the Trust
Agreement.

With respect to the Issuer, neither the Indenture Trustee nor the Owner
Trustee in their capacities as trustees nor any of their respective owners,
beneficiaries, agents, officers, directors, employees, affiliates, successors
or assigns will, in the absence of an express agreement to the contrary, be
personally liable for the payment of the principal of or interest on the
Certificates or for the agreements of the Issuer contained in the Trust
Agreement.

(THE SWAP AGREEMENT

The following summary describes certain terms of the Swap Agreement.
The summary does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the provisions of the Swap Agreement.

PAYMENTS UNDER THE SWAP AGREEMENT

On the Closing Date the Issuer will enter into a 1992 International
Swaps and Derivatives Association, Inc. ("ISDA") Master Agreement (Multi
Currency-Cross Border) (such agreement, the "1992 Master Agreement") with the
Swap Counterparty, as modified to reflect the transactions described below
and certain terms of the Notes and the Certificates (the 1992 Master
Agreement, as so modified, the "Swap Agreement"). The Swap Agreement will
incorporate certain relevant standard definitions published by ISDA.

Under the Swap Agreement, the Issuer will pay to the Swap Counterparty
amounts equal to the payments of interest scheduled to be received on the
Underlying Securities and Eligible Investments in accordance with the terms
thereof (net of certain expenses) and the Swap Counterparty will pay to the
Issuer amounts equal to the interest payable on the Notes and the
Certificates.

(If principal prepayments are not based on principal distributions on
Underlying Securities, state how Swap Agreement or other Enhancement will
provide funds for such principal distributions.)

Unless the Swap Agreement is terminated early as described under "--
Early Termination of Swap Agreement," the Swap Agreement will terminate on
the earlier of (i) the Scheduled Final Payment Date and (ii) the date on
which the principal of all of the Notes and the Certificates is prepaid as
described under "Mandatory Prepayment of the Notes and the Certificates --
Monthly Prepayment."

PRINCIPAL PAYMENTS ON THE UNDERLYING SECURITIES

(In the event that principal of the Underlying Securities is received by
the Issuer prior to the Scheduled Final Payment Date, whether during any
applicable rapid amortization period or otherwise, such payments in respect
of principal of the Underlying Securities will be deposited by the Indenture
Trustee (such amounts, the "Reinvested Collateral") in the Collection Account
and invested in Eligible Investments (as directed by the Swap Counterparty).
In such event, (i) all interest amounts received by the Issuer in respect of
(a) the Underlying Securities and (b) the Reinvested Collateral (including
interest on Eligible Investments) will be paid by the Issuer to the Swap
Counterparty under the Swap Agreement and (ii) the Swap Counterparty's
payment obligations under the Swap Agreement (which correspond to the
Issuer's interest payment obligations in respect of the Notes and
Certificates) will continue without amendment (subject to adjustment in the
event of the imposition of withholding tax (as referred to below)).

MODIFICATION AND AMENDMENT OF SWAP AGREEMENT; ASSIGNMENT OF SWAP AGREEMENT

The Trust Agreement and the Indenture will contain provisions permitting
the Owner Trustee to enter into any amendment of the Swap Agreement requested
by the Swap Counterparty to cure any ambiguity in, or to correct or
supplement any provision of, such Swap Agreement, subject to certain
limitations described in the Trust Agreement.

(At the direction of the Administrator, exercised in its sole
discretion, the Trustee may cause the Swap Counterparty to assign its
interest in the Swap Agreement to an entity designated by the Administrator.
Upon such assignment, the assignee would become the Swap Counterparty and the
assignor would have no further liability under the Swap Agreement.)

CONDITIONS PRECEDENT

The respective obligations of the Swap Counterparty and the Issuer to
pay certain amounts due under the Swap Agreement will be subject to the
following conditions precedent: (i) no Swap Default (as defined below under
"-- Defaults Under Swap Agreement") or event that with the giving of notice
or lapse of time or both would become a Swap Default shall have occurred and
be continuing and (ii) no Early Termination Date (as defined below under "--
Early Termination of Swap Agreement") has occurred or been effectively
designated.

DEFAULTS UNDER SWAP AGREEMENT

"Events of Default" under the Swap Agreement (each, a "Swap Default")
are limited to: (i) the failure of the Issuer (or the Swap Counterparty), to
pay any amount when due under the Swap Agreement after giving effect to the
applicable grace period, if any; (ii) the occurrence of certain events of
insolvency or bankruptcy of the Issuer or the Swap Counterparty, and (iii)
certain other standard events of default under the 1992 Master Agreement
including "Breach of Agreement" (not applicable to the Issuer), "Credit
Support Default" (not applicable to the Issuer), "Misrepresentation" (not
applicable to the Issuer) and "Merger without Assumption", as described in
Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii) of the 1992 Master
Agreement.

TERMINATION EVENTS

"Termination Events" under the Swap Agreement consist of the following:
(i) the acceleration of the principal of the Notes under the Indenture; and
(ii) certain standard termination events under the 1992 Master Agreement
including "Illegality" and "Tax Event Upon Merger", as described in Sections
5(b)(i) and 5(b)(iii) of the 1992 Master Agreement.

EARLY TERMINATION OF SWAP AGREEMENT

Upon the occurrence of any Swap Default under the Swap Agreement, the
non-defaulting party will have the right to designate an Early Termination
Date (as defined in the Swap Agreement) upon the occurrence and continuance
of such Swap Default. With respect to Termination Events, an Early
Termination Date may be designated by one of the parties (as specified in
each case in the Swap Agreement) and will occur only upon notice and, in
certain cases, after any Affected Party has used reasonable efforts to
transfer its rights and obligations under such Swap Agreement to a related
entity within a limited period after notice has been given of the Termination
Event, all as set forth in the Swap Agreement. Upon the occurrence of (i)
any Swap Default arising from any action taken, or failure to act, by the
Swap Counterparty, or (ii) a Termination Event with respect to which the Swap
Counterparty is the sole Affected Party, the Indenture Trustee may by notice
to the Swap Counterparty designate an Early Termination Date with respect to
the Swap Agreement. If a Termination Event occurs as a result of the
acceleration of the principal of the Notes under the Indenture, the Swap
Agreement will be terminated. The occurrence of an Early Termination Date
under the Swap Agreement will constitute a "Swap Early Termination."

Upon any Swap Early Termination of the Swap Agreement, the Issuer or the
Swap Counterparty may be liable to make a termination payment to the other
(regardless, if applicable, of which of such parties may have caused such
termination). Such termination payment will be calculated on the basis that
the Issuer is the Affected Party (as defined in the Swap Agreement), subject
to certain exceptions. The amount of any such termination payment will be
based on the market value of the Swap Agreement computed on the basis of
market quotations of the cost of entering into swap transactions with the
same terms and conditions that would have the effect of preserving the
respective full payment obligations of the parties, in accordance with the
procedures set forth in the Swap Agreement; (state whether there are
circumstances where no termination payment will be payable). Any such
termination payment could, if interest rates have changed significantly, be
substantial.

(In addition, in certain events of insolvency or bankruptcy pertaining
to the Swap Counterparty, which would result in the early termination of the
Swap Agreement, the Swap Counterparty shall not be entitled to a termination
payment.)

If a Swap Early Termination occurs, the principal of the Notes will be
declared or become immediately due and payable and the Indenture Trustee will
be obligated to liquidate the Underlying Securities and Eligible Investments.
In any such event, the ability of the Issuer to pay principal and interest on
the Notes and Certificates will depend on (a) the price at which the
Underlying Securities and Eligible Investments, if any, are liquidated, (b)
the amount of the termination payment, if any, which may be due to the Swap
Counterparty from the Issuer under the Swap Agreement and (c) the amount of
the termination payment, if any, which may be due to the Issuer from the Swap
Counterparty under the Swap Agreement. In the event that the net proceeds of
the liquidation of the Assets are not sufficient to make all payments due in
respect of the Notes and Certificates and for the Issuer to meet its obliga-
tions, if any, in respect of the termination of the Swap Agreement, then
such amounts will be applied in accordance with the Priority of Payments
and the claims of the Swap Counterparty in respect of such net proceeds
will rank higher in priority than the claims of the Noteholders and
the Certificateholders. See "PRIORITY OF PAYMENTS" herein.

TAXATION

Neither the Issuer nor the Swap Counterparty is obligated under the Swap
Agreement to gross up if withholding taxes are imposed on payments made under
the Swap Agreement.

In the event that any withholding tax is imposed on payments due to the
Issuer on the Underlying Securities or payments by the Issuer under the Swap
Agreement, the Swap Counterparty will be entitled to deduct amounts in the
same proportion (as calculated in accordance with the Swap Agreement) from
subsequent payments due from it. In the event that the Swap Counterparty is
required to withhold amounts from payments by the Swap Counterparty under the
Swap Agreement, the payment obligations of the Swap Counterparty will be
reduced by such amounts and the payment obligations of the Issuer under the
Swap Agreement will remain the same. In either event, the Issuer will be
unable to meet its obligations in respect of the Notes and Certificates.

ASSIGNMENT

Except as provided below, neither the Issuer nor the Swap Counterparty
is permitted to assign, novate or transfer as a whole or in part any of its
rights, obligations or interests under the Swap Agreement. (Describe swap
assignment provisions.)

THE SWAP COUNTERPARTY

(Describe Swap Counterparty)

The description of the Swap Counterparty set out above has been provided
by the Swap Counterparty; the Swap Counterparty has not, however, been
involved in the preparation of and does not accept responsibility for, this
Prospectus Supplement or the Prospectus as a whole. There can be no
assurance that the Swap Counterparty will be able to perform its obligations
under the Swap Agreement. Failure by the Swap Counterparty to make required
payments may result in a delay or reduction in payments on the Securities.)

THE CALCULATION AGENT

___________________ will serve as Calculation Agent for the Issuer under
the Indenture and the Trust Agreement (and in connection with the Swap
Agreement).

THE ADMINISTRATION AGREEMENT

The Indenture Trustee, in its capacity as Administrator, will enter into
the Administration Agreement with the Trust and the Owner Trustee pursuant to
which the Administrator will agree, to the extent provided in such
Administration Agreement, to (enforce the Swap Agreement at the direction of
the Owner Trustee,) provide notices and perform other administrative
obligations required by the Indenture and the Trust Agreement.

THE INDENTURE TRUSTEE

___________________ is the Indenture Trustee under the Indenture. The
mailing address of the Indenture Trustee is ______________________,
Attention: ________________________ _____________________.

THE OWNER TRUSTEE

_________________________ is the Owner Trustee under the Trust
Agreement. The mailing address of the Owner Trustee is
_______________________, Attention: _______________________
_____________________.

THE DEPOSITOR

The principal executive offices of ML Asset Backed Corporation (the
"Depositor") are located at 250 Vesey Street, World Financial Center, New
York, New York 10281-1310 (Telephone: (212) 449-0336). Neither the
Depositor, nor any affiliate thereof, has guaranteed or is otherwise
obligated with respect to the Securities.

WEIGHTED AVERAGE LIFE OF THE NOTES AND CERTIFICATES
AND MATURITY CONSIDERATIONS

Weighted average life refers to the average length of time, weighted by
principal, that will elapse from the date of delivery of a security to the
date each dollar of principal is repaid to the investor.

(Discuss prepayment factors applicable to relevant index or formula).
The effect of the foregoing factors on the Notes and Certificates may vary at
different times during the lives of the Notes and Certificates. Accordingly,
no assurance can be given as to the weighted average lives of the Notes or
Certificates.

The Scheduled Final Payment Date for the Notes and Certificates is the
date not later than which the principal amount of the Notes and Certificates
is required to be fully paid. (As described above, the actual final payment
of the Notes and Certificates may occur earlier, and could occur
significantly earlier, than the Scheduled Final Payment Date. However, there
can be no assurance that the final payment of principal of the Notes and
Certificates will occur prior to the Scheduled Final Payment Date.)

THE UNDERLYING SECURITIES

The Depositor will acquire the Underlying Securities for deposit into
the Trust from ___________________________. At the time of issuance of the
Securities, the Depositor will cause the beneficial interest in the
Underlying Securities, which will be held in book-entry form through the
facilities of DTC, to be delivered to the Indenture Trustee's participant
account at DTC.

Information in this Prospectus Supplement with respect to the Underlying
Securities, the Underlying Trust, the Underlying Transferor and the
Underlying Servicer is derived solely from publicly available documents, the
contents of which none of the Depositor, the Underwriter or any of their
affiliates have verified or will verify. A potential purchaser of a Security
should obtain and review the same information concerning the Underlying
Securities and the Underlying Trust as one would obtain and review if
investing directly in the Underlying Securities.

The table below sets forth certain of the characteristics of the
Underlying Securities. The table does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the prospectuses
pursuant to which the Underlying Securities were offered and sold.

-----------------------------------------------

(Issuer:) ----------- ----------- ----------- ---------
(Principal Amount
Purchased by
Depositor) . . . . .
(Percentage of Total
Underlying
Securities
Purchased by
the Depositor) . .
(Underlying Transferor and
Underlying Servicer)
(Underlying Trustee)
(Designation) . . . .

(Initial Certificate
Amount) . . . . . .
(Series Termination
Date) . . . . . . . .
(Certificate Rate) .
. . . . . . . . . . .

(Principal Payment
Period) . . . . . .
(Subordinated Amount)
(Optional Repurchase
Percentage) . . . .
(Ratings) . . . . . .

- -----------------

Publicly Available Information. Certain information relating to the
Underlying Securities filed by or on behalf of _____________________ with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W. Washington, D.C.
20549, and at the following regional offices of the Commission: New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York 10048;
and Chicago Regional Office, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. In addition, the Commission maintains a Website
that contains certain information regarding the Underlying Securities. The
address of the Commission's Website is http://www.sec.gov.

Although the Depositor has no reason to believe the information
concerning the Underlying Securities, the Underlying Trust or the Underlying
Servicer contained in the prospectus related to the Underlying Securities is
not reliable, neither the Depositor nor the Underwriter has participated in
the preparation of such documents or made any due diligence inquiry with
respect to the information therein. There can be no assurance that events
affecting the Underlying Securities or the Underlying Trust have not occurred
or have not yet been publicly disclosed which would affect the accuracy or
completeness of the publicly available documents described above.

THE TRUST WILL HAVE NO ASSETS OTHER THAN UNDERLYING SECURITIES (AND THE
SWAP AGREEMENT) FROM WHICH TO MAKE DISTRIBUTIONS OF AMOUNTS DUE IN RESPECT OF
THE SECURITIES. CONSEQUENTLY, THE ABILITY OF SECURITYHOLDERS TO RECEIVE
DISTRIBUTIONS IN RESPECT OF THE SECURITIES WILL DEPEND ENTIRELY ON THE
TRUST'S RECEIPT OF PAYMENTS IN THE UNDERLYING SECURITIES. PROSPECTIVE
PURCHASERS OF THE SECURITIES SHOULD CONSIDER CAREFULLY THE CONDITION OF THE
UNDERLYING TRUST AND ITS ABILITY TO MAKE PAYMENTS IN RESPECT OF THE
UNDERLYING SECURITIES. THIS PROSPECTUS SUPPLEMENT RELATES ONLY TO THE
SECURITIES OFFERED HEREBY AND DOES NOT RELATE TO THE UNDERLYING SECURITIES OR
THE UNDERLYING TRUST. ALL INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT REGARDING THE UNDERLYING SECURITIES AND THE UNDERLYING TRUST IS
DERIVED FROM PUBLICLY AVAILABLE DOCUMENTS. NEITHER THE DEPOSITOR, THE
UNDERWRITER, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE NOR ANY OF THEIR
AFFILIATES PARTICIPATED IN THE PREPARATION OF SUCH DOCUMENTS OR TAKES ANY
RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION THEREIN.

UNDERLYING SECURITIES EARLY AMORTIZATION EVENT

An "Underlying Securities Early Amortization Event" will occur if, at
any time, an (Early Amortization Period) (as defined in the applicable
Underlying Agreements) commences with respect to any of the Underlying
Securities. An (Early Amortization Period) will commence if one or more of
the following (pay-out events) occurs with respect to the Underlying
Securities ((and, in certain cases, with the election of the trustee under
the Underlying Securities, or of holders of Underlying Securities
representing 50% or more of the investor interest in the affected series)):

(Describe Events)

USE OF PROCEEDS

The net proceeds from the sale of the Securities will be applied by the
Depositor on the Closing Date towards the purchase price of the Underlying
Securities, the payment of expenses related to such sale and other corporate
purposes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Brown & Wood LLP, counsel for the Trust, for U.S.
federal income tax purposes, the Notes will be characterized as debt, and the
Trust will not be characterized as an association (or a publicly traded
partnership) taxable as a corporation. Each Noteholder, by the acceptance of
a Note, will agree to treat the Notes as indebtedness and each
Certificateholder, by the acceptance of a Certificate, will agree to treat
the Trust as a partnership in which the Certificateholders are partners for
federal tax purposes. Alternative characterizations of the Trust and the
Certificates are possible, but would not generally result in materially
adverse tax consequences to the Certificateholders. The taxable income
allocated to a Certificateholder that is a tax-exempt entity will constitute
"unrelated business taxable income" generally to such a holder under the
code. The Notes may be issued with original issue discount ("OID"). The
prepayment assumption to be used for calculating the accrual of OID and
market discount and amortization of bond premium will be ( ). For
additional information regarding U.S. federal income tax consequences, see
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus.

ERISA CONSIDERATIONS

GENERAL

The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), imposes certain restrictions on employee benefit plans subject to
ERISA ("Plans") and on persons who are parties in interest or disqualified
persons ("parties in interest") with respect to such Plans. Certain employee
benefit plans, such as governmental plans and church plans (if no election
has been made under section 410(d) of the Code), are not subject to the
restrictions of ERISA, and assets of such plans may be invested in the
Securities without regard to the ERISA considerations described below,
subject to other applicable federal and state law. However, any such
governmental or church plan which is qualified under section 401(a) of the
Code and exempt from taxation under section 501(a) of the Code is subject to
the prohibited transaction rules set forth in section 503 of the Code. Any
Plan fiduciary which proposes to cause a Plan to acquire any of the
Securities should consult with its counsel with respect to the potential
consequences under ERISA, and the Code, of the Plan's acquisition and
ownership of the Securities.

Investments by Plans are also subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that a Plan's investments be made in
accordance with the documents governing the Plan.

As discussed under "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" in the
Prospectus, a Plan would likely realize unrelated business taxable income if
it purchases Certificates since the underlying assets of the Trust are debt
financed assets. Thus, the Certificates are not being offered to Plans. In
view of this restriction, the discussion below is limited to the ERISA
considerations resulting from the purchase and ownership of Notes.

PROHIBITED TRANSACTIONS

GENERAL

Section 406 of ERISA prohibits parties in interest with respect to a
Plan from engaging in certain transactions (including loans) involving a Plan
and its assets unless a statutory or administrative exemption applies to the
transaction. Section 4975 of the Code imposes certain excise taxes (or, in
some cases, a civil penalty may be assessed pursuant to section 502(i) of
ERISA) on parties in interest which engage in non-exempt prohibited
transactions.

PLAN ASSETS REGULATION

The United States Department of Labor ("DOL") has issued final
regulations concerning the definition of what constitutes the assets of a
Plan for purposes of ERISA and the prohibited transaction provisions of the
Code (the "Plan Assets Regulation"). The Plan Assets Regulation describes the
circumstances under which the assets of an entity in which a Plan invests
will be considered to be "plan assets" such that any person who exercises
control over such assets would be subject to ERISA's fiduciary standards.
Under the Plan Assets Regulation, generally when a Plan invests in another
entity, the Plan's assets do not include, solely by reason of such
investment, any of the underlying assets of the entity. However, the Plan
Assets Regulation provides that, if a Plan acquires an "equity interest" in
an entity that is neither a "publicly-offered security" (as defined therein)
nor a security issued by an investment company registered under the
Investment Company Act of 1940, the assets of the entity will be treated as
assets of the Plan investor unless certain exceptions apply. If the Notes
were deemed to be equity interests and no statutory, regulatory or
administrative exemption applies, the Trust could be considered to hold plan
assets by reason of a Plan's investment in the Notes. Such plan assets would
include an undivided interest in any assets held by the Trust. In such an
event, the Indenture Trustee and other persons, in providing services with
respect to the Trust's assets, may be parties in interest with respect to
such Plans, subject to the fiduciary responsibility provisions of Title I of
ERISA, including the prohibited transaction provisions of Section 406 of
ERISA, and Section 4975 of the Code with respect to transactions involving
the Trust's assets.

Under the Plan Assets Regulation, the term "equity interest" is defined
as any interest in an entity other than an instrument that is treated as
indebtedness under "applicable local law" and which has no "substantial
equity features." Although the Plan Assets Regulation is silent with respect
to the question of which law constitutes "applicable local law" for this
purpose, DOL has stated that these determinations should be made under the
state law governing interpretation of the instrument in question. In the
preamble to the Plan Assets Regulation, DOL declined to provide a precise
definition of what features are equity features or the circumstances under
which such features would be considered "substantial," noting that the
question of whether a plan's interest has substantial equity features is an
inherently factual one, but that in making a determination it would be
appropriate to take into account whether the equity features are such that a
Plan's investment would be a practical vehicle for the indirect provision of
investment management services.

The Issuer believes that the Notes will be classified as indebtedness
without substantial equity features for ERISA purposes. This belief is based
upon the terms of the Notes, the opinion of Federal Tax Counsel that the
Notes will be classified as debt instruments for federal income tax purposes
and the ratings which are expected to be assigned to the Notes. However, if
the Notes are deemed to be equity interests in the Trust and no statutory,
regulatory or administrative exemption applies, the Trust could be considered
to hold plan assets by reason of a Plan's investment in the Notes.

REVIEW BY PLAN FIDUCIARIES

Any Plan fiduciary considering whether to purchase any Notes on behalf
of a Plan should consult with its counsel regarding the applicability of the
fiduciary responsibility and prohibited transaction provisions of ERISA and
the Code to such investment. Among other things, before purchasing any
Notes, a fiduciary of a Plan should make its own determination as to whether
the Trust, as obligor on the Notes, is, or may become, a party in interest
with respect to the Plan, the availability of the exemptive relief provided
in the Plan Assets Regulations and the availability of any other
prohibited transaction exemptions. In addition, prior to purchasing any
Notes, a fiduciary of a Plan should make its own determination as to whether
the Swap Counterparty, by virtue of being characterized as the issuer of the
Notes for federal income tax purposes, is, or may become, a party in interest
with respect to the Plan. Such other exemptions may include DOL Prohibited
Transaction Exemption 84-14 (Class Exemption for Plan Asset Transactions
Determined by Independent Qualified Professional Asset Managers), 80-51 and
91-38 (Class Exemption for Certain Transactions Involving Underlying
Transferor Collective Investment Funds) and 90-1 (Class Exemption for Certain
Transactions Involving Insurance Company Pooled Separate Accounts). There is
no assurance that these or other exemptions, even if all of the conditions
specified therein are satisfied, will apply to all of the transactions
involving the Trust's assets.

Any purchaser that is an insurance company should consider the effects
of the 1993 United States Supreme Court decision in John Hancock Mutual Life
Insurance Co. v. Harris Trust and Savings Underlying Transferor, 114 S. Ct.
517 (1993), on its purchase of Notes or Certificates for its general account.
In John Hancock, the Supreme Court ruled that assets held in an insurance
company's general account may be deemed to be "plan assets" for ERISA
purposes under certain circumstances. In response to that decision, the DOL
has issued Prohibited Transaction Exemption 95-60 (Class Exemption for
Certain Transactions Involving Insurance Company Pooled General Accounts)
which, subject to certain conditions, provides relief from the prohibited
transaction rules that under John Hancock might otherwise be applicable to
assets held in an insurance company's general account. Any such prospective
purchaser should consult with its counsel as to the applicability of this
decision and exemption to its purchase of the Notes.

LEGAL INVESTMENT CONSIDERATIONS

The appropriate characterization of the Securities under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase Securities, may be subject to significant
interpretive uncertainties. All investors whose investment authority is
subject to legal restrictions should consult their own legal advisors to
determine whether, and to what extent, the Securities will constitute legal
investments for them.

The Depositor makes no representation as to the proper characterization
of the Securities for legal investment or financial institution regulatory
purposes, or as to the ability of particular investors to purchase Securities
under applicable legal investment restrictions. The uncertainties described
above (and any unfavorable future determinations concerning legal investment
or financial institution regulatory characteristics of the Securities) may
adversely affect the liquidity of the Securities.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Depositor has agreed to sell to Merrill Lynch, Pierce, Fenner
& Smith Incorporated (the "Underwriter"), and the Underwriter has agreed to
purchase from the Depositor, the Securities. The Underwriter is obligated to
purchase all the Securities offered hereby if any are purchased.

Distribution of the Securities will be made by the Underwriter from time
to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. Proceeds to the Depositor are expected to be
$ _____________________ from the sale of the Securities, before deducting
expenses payable by the Depositor of $_________________. In connection with
the purchase and sale of the Securities, the Underwriter may be deemed to
have received compensation from the Depositor in the form of
underwriting discounts, concessions or commissions.

Until the distribution of the Securities is completed, rules of the
Commission may limit the ability of the Underwriter to bid for and purchase
the Securities. As an exception to these rules, the Underwriter is permitted
to engage in certain transactions that stabilize the price of the Securities.
Such transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Securities.

If the Underwriter creates a short position in the Securities in
connection with the offering, i.e., if it sells more Securities than are set
forth on the cover page of this Prospectus Supplement, the Underwriter may
reduce that short position by purchasing Securities in the open market.

In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.

Neither the Depositor nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the prices of the Securities. In
addition, neither the Depositor nor any Underwriter makes any representation
that the Underwriter will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.

The Underwriting Agreement provides that the Depositor will indemnify
the Underwriter against certain liabilities, including liabilities under the
Securities Act or contribute payments the Underwriter may be required to make
in respect thereof.

LEGAL MATTERS

Certain legal matters with respect to the Notes and the Certificates
will be passed upon for the Depositor by Brown & Wood LLP, New York, New York
and for the Underwriter by Brown & Wood LLP.

RATING

It is a condition to issuance of the Securities that the Notes be rated
"___" by (__________________ and "___" by _______________ and that the
Certificates be rated "___" by (________________ and "___" by
(_____________).

A securities rating addresses the likelihood of the receipt by
Securityholders of distributions on the Underlying Securities. The rating
takes into consideration the characteristics of the Underlying Securities and
the structural, legal and tax aspects associated with the Securities
(including, without limitation, the rating of the Swap Counterparty). The
ratings on the Securities do not, however, constitute statements regarding
the possibility that Securityholders might realize a lower than anticipated
yield.

A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization. Each securities rating should be evaluated
independently of similar ratings on different securities.

INDEX OF DEFINED TERMS (TO BE REVISED)

1992 Master Agreement . . . . . . . . . . . . . . . . . . . . . . . . . S-28
Administration Agreement . . . . . . . . . . . . . . . . . . . . . . . S-19
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Calculation Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Certificate Accrual Rate . . . . . . . . . . . . . . . . . . . . . . . S-18
Certificate Interest Accrual Period . . . . . . . . . . . . . . . . S-8, S-18
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2, S-34
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-32
DOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2, S-7
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . S-22
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11, S-35
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Federal Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
Global Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9
Global Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Initial Certificate Prepayment Date . . . . . . . . . . . . . . . . . . . S-8
Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . . . S-16
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11
ISDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-28
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Note Accrual Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Note Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . S-6
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
OID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Ordinary Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
parties in interest . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-6, S-16
Plan Assets Regulation . . . . . . . . . . . . . . . . . . . . . . . . S-35
Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-35
Priority of Payments . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Pro Rata Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Reinvested Collateral . . . . . . . . . . . . . . . . . . . . . . . . . S-29
Sale Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26
Scheduled Final Payment Date . . . . . . . . . . . . . . . . . . . . . . S-6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Swap Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-28
Swap Counterparty . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Swap Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Swap Early Termination. . . . . . . . . . . . . . . . . . . . . . . . . S-30
Termination Events . . . . . . . . . . . . . . . . . . . . . . . . . . S-30
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-7
Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Trustee Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
Underlying Securities . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Underlying Securities Default . . . . . . . . . . . . . . . . . . . . . S-20
Underlying Securities Early Amortization Event . . . . . . . . . . . . S-34
Underlying Transferor . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Underlying Trust . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-5
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1, S-37
Voting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27

_________________________

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE DEPOSITOR OR BY THE UNDERWRITER. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN
ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR PROSPECTUS.

_________________________

TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
(TO BE REVISED)

Reports to Securityholders . . . . . . . . . . . . . . . . . . . . . . . S-2
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-13
The Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15
Description of The Notes . . . . . . . . . . . . . . . . . . . . . . . S-15
Description of The Certificates . . . . . . . . . . . . . . . . . . . . S-17
Mandatory Prepayment of The Notes and The Certificates . . . . . . . . S-20
Priority of Payments . . . . . . . . . . . . . . . . . . . . . . . . . S-22
The Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
The Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . S-27
(The Swap Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . S-28)
The Calculation Agent . . . . . . . . . . . . . . . . . . . . . . . . . S-31
The Administration Agreement . . . . . . . . . . . . . . . . . . . . . S-32
The Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . S-32
The Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . S-32
The Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-32
Weighted Average Life of The Notes and Certificates
and Maturity Considerations . . . . . . . . . . . . . . . . . . . . S-32
The Underlying Securities . . . . . . . . . . . . . . . . . . . . . . . S-33
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . S-34
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . S-34
Legal Investment Considerations . . . . . . . . . . . . . . . . . . . . S-37
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-37
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-38
Index of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . S-39

PROSPECTUS
(TO BE REVISED)
PAGE
----

Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 2
Reports to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Summary of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Description of The Notes . . . . . . . . . . . . . . . . . . . . . . . . 11
Description of The Certificates . . . . . . . . . . . . . . . . . . . . . 14
Certain Information Regarding The Securities . . . . . . . . . . . . . . 15
Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
The Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
The Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Certain Federal Income Tax Considerations . . . . . . . . . . . . . . . . 27
State Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . 42
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Index of Principal Terms . . . . . . . . . . . . . . . . . . . . . . . . 44
Global Clearance, Settlement and Tax Documentation Procedures . . . . . . I-1

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there by any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.

Subject to Completion dated November 10, 1997

PROSPECTUS
- ----------
ML ASSET BACKED CORPORATION
Depositor
Asset Backed Notes
Asset Backed Certificates
(Issuable in Series)
ML Asset Backed Corporation (the "Depositor") may offer from time to
time under this Prospectus and related Prospectus Supplements the Asset
Backed Notes (the "Notes") and the Asset Backed Certificates (the
"Certificates" and, together with the Notes, the "Securities") described
herein, which may be sold from time to time in one or more series (each, a
"Series"), in amounts, at prices and on terms to be determined at the time of
sale and to be set forth in a supplement to this Prospectus (a "Prospectus
Supplement").

As specified in the related Prospectus Supplement, the Certificates of a
series will evidence an interest in a trust (a "Trust") formed pursuant to a
Trust Agreement, as described herein. The Notes of a Series will be issued
and secured pursuant to an Indenture between the Trust and the Indenture
Trustee specified in the related Prospectus Supplement (the "Indenture
Trustee") and will represent indebtedness of the related Trust. The property
of each Trust will include assets composed of (a) credit card securities
("Underlying Securities"), (b) all monies due thereunder net, if and as
provided in the related Prospectus Supplement, of certain expenses, and (c)
certain funds, Enhancements (as defined herein) and other assets as described
herein and in the related Prospectus Supplement.

Each Series of Securities will be issued in one or more classes (each, a
"Class"), which may include subclasses. Interest on and principal of the
Securities of a Series will be payable on each Payment Date specified in the
related Prospectus Supplement, at the times, at the rates, in the amounts and
in the order of priority set forth in the related Prospectus Supplement.
Securities may be sold for U.S. dollars or for one or more foreign or
composite currencies and the principal of and any interest on Securities may
be payable in U.S. dollars or one or more foreign or composite currencies.

If a Series includes multiple Classes, such Classes may vary with
respect to the amount, percentage and timing of distributions of principal,
interest or both and one or more Classes may be subordinated to other Classes
with respect to distributions of principal, interest or both as described
herein and in the related Prospectus Supplement. A Series may include one or
more classes of Notes and/or one or more Classes of Certificates. A Series
may include one or more Classes entitled to distributions of principal with
disproportionate, nominal or no interest distributions, or to interest
distributions with disproportionate, nominal or no distributions in respect
of principal. Each Series of Securities may be subject to termination under
the circumstances described herein and in the related Prospectus Supplement.
The related Prospectus Supplement will specify which Class or Classes of
Notes, if any, and which Class or Classes of Certificates, if any, of a
Series are being offered thereby.

FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE SECURITIES, SEE "RISK FACTORS" ON PAGE 8 HEREIN
AND IN THE PROSPECTUS SUPPLEMENT.

NOTES OF A SERIES REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES OF A SERIES
EVIDENCE BENEFICIAL INTERESTS IN, THE RELATED TRUST ONLY AND ARE NOT
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR BY THE DEPOSITOR, ANY ISSUER OF
UNDERLYING SECURITIES, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE
ADMINISTRATOR OR BY ANY OF THEIR RESPECTIVE AFFILIATES OR, UNLESS OTHERWISE
SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, BY ANY OTHER PERSON OR ENTITY.
THE DEPOSITOR'S ONLY OBLIGATIONS WITH RESPECT TO ANY SERIES OF SECURITIES WILL
BE PURSUANT TO CERTAIN REPRESENTATIONS AND WARRANTIES SET FORTH IN THE RELATED
TRUST AGREEMENT, AS DESCRIBED HEREIN OR IN THE RELATED PROSPECTUS SUPPLEMENT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of Securities unless accompanied by the related
Prospectus Supplement.
MERRILL LYNCH & CO.
_____________
The date of this Prospectus is _____, 199_
PROSPECTUS SUPPLEMENT

The Prospectus Supplement relating to a Series of Securities to be
offered hereunder will, among other things, set forth with respect to such
Series of Securities: (i) the aggregate principal amount, if any, interest
rate, if any, and authorized denominations of each Class of such Securities;
(ii) certain information concerning the Underlying Securities; (iii) the
terms of any Enhancement (as defined herein); (iv) information concerning any
other assets in the related Trust, including any Enhancement; (v) the
expected date or dates on which the principal amount, if any, of each Class
of Securities will be paid to the Securityholders; (vi) the extent to which
any Class within a Series is subordinated to any other Class of such Series;
and (vii) additional information with respect to the plan of distribution of
such Securities. To the extent that the terms of this Prospectus conflict or
are otherwise inconsistent with the terms of any related Prospectus
Supplement, the terms of such related Prospectus Supplement shall govern.

AVAILABLE INFORMATION

The Depositor, as originator of each Trust, has filed with the
Securities and Exchange Commission (the "Commission") a Registration
Statement (together with all amendments and exhibits thereto, referred to
herein as the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Notes and Certificates
offered pursuant to this Prospectus. For further information, reference is
made to the Registration Statement which may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and its Regional Offices located as follows:
Chicago Regional Office, Citicorp Center, 500 West Madison Street,Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
In addition, the Commission maintains a Web site at http://www.sec.gov
containing reports, proxy statements and other information regarding
registrants, including the Depositor, that file electronically with the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed with respect to each Trust pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of the related Prospectus Supplement and
prior to the termination of any offering of Securities of such Trust shall be
deemed to be incorporated by reference into such Prospectus Supplement and
this Prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference in any Prospectus Supplement or in
this Prospectus shall be deemed to be modified or superseded for purposes of
such Prospectus Supplement and this Prospectus to the extent that a statement
contained in any Prospectus Supplement or in this Prospectus modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part of any
Prospectus Supplement.

The Depositor will provide without charge to each person to whom a copy
of this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by
reference, except the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Written requests
for such copies should be directed to ML Asset Backed Corporation, 250 Vesey
Street, World Financial Center, New York, New York 10281-1310, Attention:
Michael M. McGovern. Telephone requests for such copies should be directed
to ML Asset Backed Corporation at (212) 449-0336.

REPORTS TO HOLDERS

Periodic and annual reports concerning the Trust for a Series of
Securities are required under the Trust Agreement or Indenture to be
forwarded to the holders of record of such Securities. The holder of record
of each Class of Securities is expected to be Cede & Co. ("Cede"), as nominee
of The Depository Trust Company. See "THE TRUST AGREEMENT--Reports to
Holders" herein.

SUMMARY OF TERMS

The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus and by reference
to the information with respect to each Series contained in the related
Prospectus Supplement to be prepared and delivered in connection with the
offering of the Securities of such Series. Certain capitalized terms used in
this summary are defined elsewhere in this Prospectus on the pages indicated
in the "Index of Principal Terms".

ISSUER With respect to each Series of Securities, the trust (the
"Trust" or the "Issuer") to be formed pursuant to a
trust agreement (each, as amended and supplemented
from time to time, a "Trust Agreement") between the
Depositor and the Trustee.

OWNER TRUSTEE With respect to each Series of Securities, the Owner
Trustee specified in the related Prospectus Supplement.

INDENTURE TRUSTEE With respect to any applicable Series of Notes, the
Indenture Trustee specified in the related
Prospectus Supplement.

THE CERTIFICATES A Series may include one or more classes of Certificates
and may or may not include any Notes. The related
Prospectus Supplement will specify which Class or
Classes, if any, of the Certificates are being
offered thereby.
Unless otherwise specified in the related Prospectus
Supplement, each Class of Certificates will have a
stated Certificate Balance specified in the related
Prospectus Supplement (the "Certificate Balance")
and will accrue interest on such Certificate Balance
at a specified rate (with respect to each Class of
Certificates, the "Pass-Through Rate"). Each Class
of Certificates may have a different Pass-Through
Rate, which may be a fixed, variable or adjustable
Pass-Through Rate, or any combination of the
foregoing. The related Prospectus Supplement will
specify the Pass-Through Rate for each Class of
Certificates or the method for determining the Pass-
Through Rate.
With respect to a Series that includes two or more
Classes of Certificates, each Class may differ as to
timing and priority of distributions, seniority,
allocations of losses, Enhancements, if any, Pass-
Through Rate or amount of distributions in respect
of principal or interest, or distributions in
respect of principal or interest in respect of any
such Class or Classes may or may not be made upon
the occurrence of specified events or on the basis
of collections from designated portions of the
Underlying Securities. In addition, a Series may
include one or more Classes of Certificates entitled
to (i) distributions in respect of principal with
disproportionate, nominal or no interest
distributions or (ii) interest distributions with
disproportionate, nominal or no distributions in
respect of principal.
If a Series of Securities includes Classes of Notes,
distributions in respect of the Certificates may be
subordinated in priority of payment to payments on
the Notes to the extent specified in the related
Prospectus Supplement.

THE NOTES Each Series of Securities may include one or more Classes of Notes,
which will be issued pursuant to an Indenture between the
Trust and the Indenture Trustee (each, as amended and
supplemented from time to time, an "Indenture"). The terms of
any Notes will be set forth in the Prospectus Supplement
relating to such Notes.

Unless otherwise specified in the related Prospectus
Supplement, each Class of Notes will have a stated
principal amount and will bear interest at a
specified rate or rates (with respect to each Class
of Notes, the "Interest Rate"). Each Class of Notes
may have a different Interest Rate, which may be a
fixed, variable or adjustable Interest Rate, or any
combination of the foregoing. The related Prospectus
Supplement will specify the Interest Rate, if any,
for each Class of Notes, and the method for
determining the Interest Rate.

With respect to a Series that includes two or more
Classes of Notes, each Class may differ as to the
timing and priority of payments, seniority,
allocations of losses, Enhancements, if any,
Interest Rate or amount of payments of principal or
interest, or payments of principal or interest in
respect of any such Class or Classes may or may not
be made upon the occurrence of specified events or
on the basis of collections from designated portions
of the Underlying Securities. In addition, a Series
may include one or more Classes of Notes entitled to
(i) principal payments with disproportionate,
nominal or no interest payments or (ii) interest
payments with disproportionate, nominal or no
principal payments.

DEPOSITOR ML Asset Backed Corporation None of the Depositor, the
administrator named in the Prospectus Supplement (the
"Administrator"), the Owner Trustee, the Indenture Trustee or
any underwriter, nor any affiliate of the foregoing, will
guarantee, or will otherwise be obligated with respect to, the
Securities of any Series. See "THE DEPOSITOR."

PRINCIPAL PAYMENTS All payments of principal of a Series of Securities will
be made in an aggregate amount determined as set
forth in the related Prospectus Supplement and will
be paid at the times and will be allocated among the
Classes of such Series in the order and amounts as
specified in the related Prospectus Supplement.

OPTIONAL TERMINATION One or more Classes of Securities of any Series may
be repurchased or repaid in whole, but not in
part, at the Depositor's option or at the
option of such other entity named in the
related Prospectus Supplement, at such time and
under the circumstances specified in such
Prospectus Supplement, at the redemption price
set forth therein. If so specified in the
related Prospectus Supplement for a Series of
Securities, the Depositor or such other entity
that is specified in the related Prospectus
Supplement may, at its option, cause an early
termination of the related Trust by
repurchasing or liquidating all of the Assets
remaining in the Trust on or after a specified
date, or on or after such time as the aggregate
principal balance of the Securities of the
Series or the Underlying Securities of such
Series, as specified in the related Prospectus
Supplement, is less than the amount or
percentage specified in the related Prospectus
Supplement. See "CERTAIN INFORMATION REGARDING
THE SECURITIES -- Optional Purchase or
Termination."

In addition, the Prospectus Supplement may provide other
circumstances under which Securityholders of a
Series could be fully paid significantly earlier
than would otherwise be the case if payments or
distributions were solely based on the distributions
on the related Underlying Securities.

TRUST ASSETS

A. UNDERLYING SECURITIES The assets (the "Assets") of a Trust will
include credit card securities
("Underlying Securities") that
evidence an interest in a trust or
other entity that contains a pool of
receivables (the "Credit Card
Receivables") generated from time to
time in consumer revolving credit
card accounts (the "Accounts") and
collections thereon allocated to such
Underlying Securities.

The related Prospectus Supplement for a Series will
specify (in certain cases, on an approximate basis
and, in certain cases, by reference to the
Underlying Securities Prospectus (as defined
herein)), to the extent relevant and to the extent
such information is reasonably available to the
Depositor and the Depositor reasonably believes such
information to be reliable, (i) the aggregate
approximate principal amount and type of any
Underlying Securities to be included in the Trust
for such Series; (ii) the expected maturity and the
final maturity of the Underlying Securities; (iii)
the interest rate for the Underlying Securities;
(iv) the issuer or issuers of the Underlying
Securities (each, an "Underlying Issuer" or
"Underlying Trust"), the servicer or servicers of
the Underlying Securities (the "Underlying
Servicer") and the trustee or trustees of the
Underlying Securities (the "Underlying Securities
Trustee"); and (v) any early amortization events
applicable to the Underlying Securities. See "THE
TRUST ASSETS" herein.

B. COLLECTION,
PRE-FUNDING AND OTHER
TRUST ACCOUNTS Unless otherwise provided in the related Prospectus
Supplement, all payments on or with respect to
the Assets for a Series will be remitted
directly to an account (the "Collection
Account") to be established for such Series in
the name of the Owner Trustee, the Indenture
Trustee, the Administrator or other person
specified in the Prospectus Supplement. Unless
otherwise provided in the related Prospectus
Supplement, the Indenture Trustee shall be
required to apply a portion of the amount in
the Collection Account to the payment, if and
as provided in the related Prospectus
Supplement, of certain amounts payable to the
Administrator and any other person specified in
the related Prospectus Supplement, and then to
apply remaining amounts in the Collection
Account to (i) the payment of principal of and
interest on the Securities of such Series on
the next Payment Date and (ii) any other
purpose specified in such Prospectus
Supplement, in each case to the extent
specified in such Prospectus Supplement. After
applying the funds in the Collection Account as
described above, any funds remaining in the
Collection Account may be paid over to the
Administrator, the Depositor, any provider of
Enhancement with respect to such Series (an
"Enhancer") or any other person entitled
thereto in the manner and at the times
established in the related Prospectus
Supplement. Various other accounts may be
created under the terms of the documents
related to a specific Series.

In addition, a Prospectus Supplement may provide that the
assets of a Trust will include a Pre-Funding Account
(the "Pre-Funding Account"). To the extent provided
in the related Prospectus Supplement, the Depositor
will be obligated (subject only to the availability
thereof) to deposit, and the related Trust will be
obligated to purchase (subject to the satisfaction
of certain conditions described in the applicable
Trust Agreement), additional Underlying Securities
(the "Subsequent Underlying Securities") from time
to time (as frequently as daily) during the funding
period specified in the related Prospectus
Supplement (the "Funding Period") having an
aggregate principal balance approximately equal to
the amount on deposit in the Pre-Funding Account on
the related Closing Date (the "Pre-Funded Amount").

C. CREDIT, CASH FLOW
OR OTHER ENHANCEMENT
OR DERIVATIVE
ARRANGEMENTS If and to the extent specified in the related
Prospectus Supplement, credit, cash flow or
other enhancement or derivative arrangements
with respect to a Trust or any Class or Classes
of Securities may include any one or more of
the following: subordination of one or more
other Classes of Securities, a Reserve Account,
over-collateralization, letters of credit,
credit or liquidity facilities, surety bonds,
guaranteed investment contracts, swaps
(including without limitation interest rate and
currency swaps), exchange agreements, interest
rate protection agreements, repurchase
obligations, put and/or call options, yield
supplement agreements or accounts, other
agreements with respect to third party payments
or other support, cash deposits or such other
derivative or other arrangements as may be
described in the related Prospectus Supplement
or any combination of the foregoing. Unless
otherwise specified in the related Prospectus
Supplement, any form of credit enhancement,
cash flow enhancement or other arrangements
will have certain limitations and exclusions
from coverage thereunder, which will be
described in the related Prospectus Supplement.
Any of such arrangements or devices are
referred to herein as "Enhancements."

TAX STATUS Unless the Prospectus Supplement specifies that the related
Trust will be treated as a grantor trust and, except as
otherwise provided in such Prospectus Supplement, upon
the issuance of the related Series of Securities, Brown &
Wood LLP ("Federal Tax Counsel") will deliver an opinion
to the effect that for U.S. federal income tax purposes
(i) any Notes of such Series will be characterized as
debt and (ii) such Trust will not be characterized as an
association (or a publicly traded partnership) taxable as
a corporation. In respect of any such Series, each
Noteholder, by the acceptance of a Note of such Series,
will agree to treat such Note as indebtedness, and each
Certificateholder, by the acceptance of a Certificate of
such Series, will agree to treat such Trust as (i) to the
extent there is more than one Certificateholder, a
partnership in which such Certificateholder is a partner
for federal income tax purposes or (ii) to the extent
there is a single Certificateholder as an entity
disregarded for U.S. federal income tax purposes such
that the Certificateholder is treated as owning the
Trust's assets directly. Alternative characterizations
of such a Trust and such Certificates are possible, but
would not result in materially adverse tax consequences
to Certificateholders.

If the Prospectus Supplement specifies that the related
Trust will be treated as a grantor trust and except
as otherwise provided in such Prospectus Supplement,
upon the issuance of the related Series of
Certificates, Federal Tax Counsel will deliver an
opinion to the effect that such Trust will be
treated as a grantor trust for federal income tax
purposes and will not be subject to federal income
tax.

See "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" and "STATE
TAX CONSIDERATIONS" for additional information
concerning the application of federal and state tax
laws.

ERISA CONSIDERATIONS Subject to the considerations discussed under "ERISA
CONSIDERATIONS" herein and in the related
Prospectus Supplement, and unless otherwise
specified therein, any Notes of a Series will
be eligible for purchase by employee benefit
plans.

Unless otherwise specified in the related Prospectus
Supplement, the Certificates may not be acquired by
any employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or by any individual retirement account.
See "ERISA CONSIDERATIONS" herein and in the related
Prospectus Supplement.

RISK FACTORS

RISK FACTORS RELATING TO THE SECURITIES

Limited Liquidity. There can be no assurance that a secondary market
for the Securities of any Series will develop or, if it does develop, that
such market will provide Securityholders with liquidity of investment or that
it will continue for the life of the Securities of such Series. The
underwriters presently expect to make a secondary market in the Securities,
but have no obligation to do so.

Limited Nature of Rating. Any rating assigned to a Class of Securities
by a Rating Agency will reflect such Rating Agency's assessment solely of the
likelihood that the holders of such Class of Securities will receive the
payments of interest and/or principal required to be made under the Trust
Agreement or Indenture and will be based primarily on the value of the Assets
in the Trust and the availability of any Enhancement with respect to such
Class of Securities. The rating will not be a recommendation to purchase,
hold or sell such Class of Securities, and such rating will not comment as to
the marketability of such Securities, any market price or suitability for a
particular investor. There is no assurance that any rating will remain for
any given period of time or that any rating will not be lowered or withdrawn
entirely by a Rating Agency if in such Rating Agency's judgment circumstances
so warrant.

Book-Entry Certificates. Issuance of the Securities in book-entry form
may reduce the liquidity of such Securities in the secondary trading market
since investors may be unwilling to purchase Securities for which they cannot
obtain physical certificates. See "CERTAIN INFORMATION REGARDING THE
SECURITIES -- Book-Entry Registration" herein.

Because transactions in the Securities can be effected only through The
Depository Trust Company ("DTC"), Cedel Bank, soci t anonyme ("CEDEL"), the
Euroclear System ("Euroclear"), participating organizations and indirect
participants, the ability of a beneficial owner of a Security (a "Security
Owner") to pledge a security to persons or entities that do not participate
in the DTC, CEDEL or Euroclear system, or otherwise to take actions in
respect of such Securities, may be limited due to lack of a physical
certificate representing the Certificates. See "CERTAIN INFORMATION
REGARDING THE SECURITIES -- Book-Entry Registration" herein.

Security Owners may experience some delay in their receipt of
distributions of interest and principal on the Securities because such
distributions will be forwarded by the Trustee, the Indenture Trustee or the
Administrator to DTC and DTC will credit such distributions to the accounts
of its Participants (as defined herein), which will thereafter credit them to
the accounts of Security Owners either directly or indirectly through
indirect participants. See "CERTAIN INFORMATION REGARDING THE SECURITIES --
Book-Entry Registration" herein.

RISK FACTORS RELATING TO UNDERLYING SECURITIES

Each Prospectus Supplement will specify the Underlying Securities that
will be or are expected to be included in the Assets of the related Trust.
Each issue of Underlying Securities will have been registered under the
Securities Act. Such Prospectus Supplement will refer to the prospectus or
prospectus supplement (together, the "Underlying Securities Prospectus") for
each issue of such Underlying Securities for a description of the terms of
such Underlying Securities, the related Credit Card Receivables and the
originator and Underlying Servicer of the Credit Card Receivables. Such
Underlying Securities Prospectus will describe, among other things,

(i) the risk of the interruption or reduction of distributions on
the related Underlying Securities in the event of the insolvency or
receivership of the originator or transferor of the Credit Card
Receivables to the Underlying Trustee,

(ii) the risk that the failure to comply with state or Federal
consumer protection laws to which the Credit Card Receivables are
subject could adversely affect the Servicer's ability to collect
payments on the Credit Card Receivables, which would adversely affect
the funds available to make payments on such Underlying Securities, and
therefore adversely affect the ability of the Trust to make payments on
the related Securities,

(iii) legal actions and proposed legislation that could have
the effect of reducing the annual percentage rate payable on credit card
receivables or other fees payable in respect of credit card receivables,

(iv) the risk that a decline in the amount of Credit Card
Receivables originated in respect of the Underlying Securities may cause
such Underlying Securities to begin to amortize prior to their stated
maturity date, and thus, depending upon the structure of the related
Securities, affect the maturity of such Securities,

(v) (a) the basis risk that the finance charge rates borne by the
related Credit Card Receivables may not be based on the same index upon
which the Underlying Securities are based or (b) the basis risk that the
Underlying Securities are fixed rate securities and the finance charge
rates on the Credit Card Receivables move to rates that are lower than
the sum of such fixed rates and the servicing fee rate in respect of
such Underlying Securities, with the result in each case that there are
insufficient finance charges from the Credit Card Receivables to pay the
amount of interest due on such Underlying Securities, and

(vi) the ability of the Underlying Servicer to change the terms of
the Credit Card Receivables and the risk that such change could result
in the early amortization of the Underlying Securities, which could
adversely affect the Securities.

DESCRIPTION OF THE NOTES

GENERAL

With respect to each Trust that issues Notes, one or more Classes of
Notes of the related Series will be issued pursuant to the terms of an
Indenture, a form of which has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The following summary does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Notes and the Indenture.

Unless otherwise specified in the related Prospectus Supplement, each
Class of Notes will initially be represented by one or more Notes, in each
case registered in the name of the nominee of DTC (together with any
successor depository selected by the Trust, the "Depository") except as set
forth below. Unless otherwise specified in the related Prospectus
Supplement, the Notes will be available for purchase in denominations of
$1,000 and integral multiples thereof in book-entry form only. The Depositor
has been informed by DTC that DTC's nominee will be Cede, unless another
nominee is specified in the related Prospectus Supplement. Accordingly, such
nominee is expected to be the holder of record of the Notes of each Class.
Unless and until Definitive Notes Securities are issued under the limited
circumstances described herein or in the related Prospectus Supplement, no
Noteholder will be entitled to receive a physical certificate representing a
Note. All references herein and in the related Prospectus Supplement to
actions by Noteholders refer to actions taken by DTC upon instructions from
its participating organizations (the "Participants") and all references
herein and in the related Prospectus Supplement to payments, notices, reports
and statements to Noteholders refer to payments, notices, reports and
statements to DTC or its nominee, as the registered holder of record of the
Notes, for payments, notices, reports and statements to be made to the
Noteholders in accordance with DTC's procedures with respect thereto. See
"CERTAIN INFORMATION REGARDING THE SECURITIES -- Book-Entry Registration" and
"-- Definitive Securities."

PRINCIPAL AND INTEREST ON THE NOTES

The timing and priority of payment, seniority, allocations of losses,
Interest Rate, if any, and amount of or method of determining payments of
principal and interest on each Class of Notes of a given Series will be
described in the related Prospectus Supplement. The right of holders of any
Class of Notes to receive payments of principal and interest may be senior or
subordinate to the rights of holders of any other Class or Classes of Notes
of such Series, as described in the related Prospectus Supplement. Unless
otherwise provided in the related Prospectus Supplement, payments of interest
on the Notes of such Series will be made prior to payments of principal
thereon. To the extent provided in the related Prospectus Supplement, a
Series may include one or more Classes of Notes entitled to (i) principal
payments with disproportionate, nominal or no interest payments or
(ii) interest payments with disproportionate, nominal or no principal
payments. Each Class of Notes may have a different Interest Rate, which may
be a fixed, variable or adjustable Interest Rate (and which may be zero for
certain Classes of Notes), or any combination of the foregoing. A Class of
Notes may accrue interest and such interest may be added to the principal
balance thereof, rather than paid to the related Noteholders, until a
specified event occurs or until such Class of Notes is retired. The related
Prospectus Supplement will specify the Interest Rate, if any, for each Class
of Notes of a given Series or the method for determining such Interest Rate.
One or more Classes of Notes of a Series may be redeemable in whole or in
part under the circumstances specified in the related Prospectus Supplement,
including at the end of the funding period (if any) or as a result of the
Underlying Servicer's exercising its option to purchase the related Credit
Card Receivables.

To the extent specified in any Prospectus Supplement, one or more
Classes of Notes of a Series may have fixed principal payment schedules, as
set forth in such Prospectus Supplement, holders of such Notes would be
entitled to receive as payments of principal on any Payment Date the
applicable amounts set forth on such schedule with respect to such Notes, in
the manner and to the extent set forth in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement,
payments to Noteholders of all Classes within a Series in respect of interest
will have the same priority. Under certain circumstances, the amount
available for such payments could be less than the amount of interest payable
on the Notes on any of the dates specified for payments in the related
Prospectus Supplement (each, a "Payment Date"), in which case each Class of
Noteholders will receive its ratable share (based upon the aggregate amount
of interest due to such Class of Noteholders) of the aggregate amount
available to be distributed in respect of interest on the Notes of such
Series.

In the case of a Series of Notes which includes two or more Classes of
Notes, the sequential order and priority of payment in respect of principal
and interest, and any schedule or formula or other provisions applicable to
the determination thereof, of each such Class will be set forth in the
related Prospectus Supplement. Payments in respect of principal and interest
of any Class of Notes will be made on a pro rata basis among all the
Noteholders of such Class. A Series with Notes may provide for a period
during which collections of principal in respect of the Underlying Securities
are not applied to payments of principal of such Notes, or may provide for a
liquidity facility or other arrangement that permits one or more classes of
Notes to be paid in planned amounts or formula amounts on scheduled Payment
Dates.

THE INDENTURE

Modification of Indenture. With respect to each Trust that has issued
Notes pursuant to an Indenture, the Trust and the Indenture Trustee may, with
the consent of the holders of a majority of the outstanding Notes of the
related Series, execute a supplemental indenture to add provisions to, change
in any manner or eliminate any provisions of, the related Indenture, or
modify (except as provided below) in any manner the rights of the related
Noteholders.

Unless otherwise specified in the related Prospectus Supplement with
respect to a Series of Notes and the related Indenture, in the absence of the
consent of the holder of each such outstanding Note affected thereby, no
supplemental indenture will: (i) change the due date of any installment of
principal of or interest on any Note of such Series or reduce the principal
amount thereof, the interest rate thereon or the redemption price with
respect thereto, change the provisions of such Indenture relating to the
application of collections on,or proceeds of the sale of, the related trust
estate to the payment of principal of or interest on the Notes of such
Series, or change any place of payment where or the coin or currency in
which, any Note of such Series or the interest thereon is payable;
(ii) impair the right to institute suit for the enforcement of certain
provisions of such Indenture regarding payment; (iii) reduce the percentage
of the aggregate amount of the outstanding Notes of such Series, the consent
of the holders of which is required for any such supplemental indenture or
the consent of the holders of which is required for any waiver of compliance
with certain provisions of such Indenture or of certain defaults thereunder
and their consequences as provided for in such Indenture; (iv) modify or
alter the provisions of such Indenture regarding certain provisions relating
to which Notes of such Series will be considered outstanding for purposes of
voting under such Indenture; (v) reduce the percentage of the aggregate
outstanding amount of Notes of such Series required to direct the related
Indenture Trustee to sell or liquidate the related trust estate pursuant to
certain provisions of such Indenture; (vi) decrease the percentage of the
aggregate outstanding principal amount of the Notes of such Series required
to amend the sections of such Indenture which specify the applicable
percentage of aggregate principal amount of the Notes of such Series
necessary to amend such Indenture, or to provide that certain additional
provisions of such Indenture or related documents cannot be modified or
waived without the consent of each holder of an outstanding Note of such
Series affected thereby; or (vii) permit the creation of any lien ranking
prior to or on a parity with the lien of the related Indenture with respect
to any of the collateral for the Notes of such Series or, except as otherwise
permitted or contemplated in such Indenture, terminate the lien of such
Indenture on any such collateral or deprive the holder of any such Note of
the security provided by the lien of such Indenture.

Unless otherwise specified in the Prospectus Supplement, without the
consent of the holders of any Notes the Trust and the Indenture Trustee for
any Series may enter into one or more supplemental indentures for the any of
the following purposes: (i) to cure any ambiguity or mistake, (ii) to
correct any defective provisions or to correct or supplement any provision
therein which may be inconsistent with any other provision therein, (iii) to
add to the duties of the Depositor or Administrator, (iv) to add any other
provisions with respect to matters or questions arising under such Indenture
or related Enhancement, (v) to comply with any requirements of the Code, (vi)
to provide for the appointment of a successor Indenture Trustee under the
Indenture and to add or change any provisions of the Indenture as necessary
to facilitate the administration of the trusts thereunder by more than one
trustee or (vii) to modify, eliminate or add to the provisions of the
Indenture to the extent necessary to effect qualification of the Indenture
under the Trust Indenture Act of 1939, as amended, or under any similar
federal statute and to add to the Indenture such other provisions as may be
expressly required by the Trust Indenture Act of 1939, as amended, or such
other similar federal statute; provided that any such supplemental indenture
pursuant to clause (iv) above will not adversely affect in any material
respect the interests of any Securityholders of such Series, as evidenced by
an opinion of counsel. Any such amendment except pursuant to clause (iv) of
the preceding sentence will be deemed not to adversely affect in any material
respect the interests of any Securityholder of such Series if the Indenture
Trustee receives written confirmation from each Rating Agency rating the
related Securities that such amendment will not cause such Rating Agency to
reduce the then current rating thereof.

Events of Default; Rights upon Event of Default. With respect to the
Notes of a given Series, unless otherwise specified in the related Prospectus
Supplement, "Events of Default" under the related Indenture will include:
(i) a default for five days or more (or such longer period specified in the
related Prospectus Supplement) in the payment of any interest due on any
such Note (provided that, unless otherwise specified in the related
Prospectus Supplement, if any amount of interest which would otherwise be
payable on the Underlying Securities for such Series is deferred under
the terms and conditions of the related Underlying Agreement, an
equivalent amount of interest in respect of the Notes will be deferred
and not considered "due and payable" within the meaning of this clause
(i) until the Payment Date following the date when the related deferred
interest on the Underlying Securities is received by the related Issuer);
(ii) a default in the payment of the principal of or any installment of
the principal of any such Note when the same becomes due and payable by
reason of mandatory prepayment or otherwise; (iii) a default in the
observance or performance of any covenant or agreement of the applicable
Trust made in the related Indenture or any representation or warranty of such
Trust made in such Indenture or in any certificate or other writing delivered
pursuant thereto or in connection therewith proving to have been incorrect in
any material respect as of the time when made, and such default shall
continue or not be cured, or the circumstance or condition in respect of
which such representation and warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 30 days after notice thereof
is given pursuant to the related Indenture to such Trust by the applicable
Indenture Trustee or to such Trust and such Indenture Trustee by the holders
of at least 25% in principal amount of such Notes then outstanding; or
(iv) certain events of bankruptcy, insolvency, receivership or liquidation of
the applicable Trust.

Unless otherwise specified in the related Prospectus Supplement, an
Event of Default should occur and be continuing with respect to the Notes of
any Series, the related Indenture Trustee or holders of a majority in
principal amount of such Notes then outstanding (except in the case of (x) an
Event of Default described in clause (iii) of the preceding paragraph which
requires all holders of Notes, or (y) an Event of Default described in clause
(iv) of the preceding paragraph which causes automatic acceleration without
further action on the part of the Noteholders) may declare the principal of
such Notes to be immediately due and payable. Unless otherwise specified in
the related Prospectus Supplement, such declaration may, under certain
circumstances, be rescinded by the holders of a majority in principal amount
of such Notes then outstanding (except in the case of an Event of Default
described in clause (i) or (ii) of the preceding paragraph, which requires
all Noteholders to be rescinded).

If the Notes of any Series are due and payable following an Event of
Default with respect thereto, the related Indenture Trustee may institute
proceedings to collect amounts due or foreclose on Trust property, exercise
remedies as a secured party, sell the related Underlying Securities or elect
to have the applicable Trust maintain possession of such Underlying
Securities and continue to apply collections on such Underlying Securities as
if there had been no declaration of acceleration, subject to the rights of an
Enhancement provider, if any, to direct remedies, as specified in the related
Prospectus Supplement. Unless otherwise specified in the related Prospectus
Supplement, however, such Indenture Trustee is prohibited from selling the
related Underlying Securities following an Event of Default, unless the
principal of all Notes of such Series then outstanding have become due and
payable immediately.

Subject to the provisions of the applicable Indenture relating to the
duties of the related Indenture Trustee, if an Event of Default occurs and is
continuing with respect to a Series of Notes, such Indenture Trustee will be
under no obligation to exercise any of the rights or powers under such
Indenture at the request or direction of any of the holders of such Notes, if
such Indenture Trustee reasonably believes it will not be adequately
indemnified against the costs, expenses and liabilities which might be
incurred by it in complying with such request. Subject to the provisions for
indemnification and certain limitations contained in the related Indenture,
the holders of a majority in principal amount of the outstanding Notes of a
given Series will have the right to direct the time, method and place of
conducting any proceeding or any remedy available to the applicable Indenture
Trustee, and the holders of a majority in principal amount of such Notes then
outstanding may, in certain cases, waive any default with respect thereto,
except a default in the payment of principal or interest or a default in
respect of a covenant or provision of such Indenture that cannot be modified
without the waiver or consent of all the holders of such outstanding Notes;
provided that, if and to the extent specified in the Prospectus Supplement,
some or all of these rights may be given to an Enhancement provider.

Unless otherwise specified in the related Prospectus Supplement, no
holder of a Note of any Series will have the right to institute any
proceeding with respect to the related Indenture, unless (i) such holder
previously has given to the Indenture Trustee written notice of a continuing
Event of Default, (ii) the holders of not less than 25% in principal amount
of the outstanding Notes of such Series have made written request to such
Indenture Trustee to institute such proceeding in its own name as
Indenture Trustee, (iii) such holder or holders have offered such
Indenture Trustee reasonable indemnity, (iv) such Indenture Trustee has
for 60 days failed to institute such proceeding and (v) no direction
inconsistent with such written request has been given to such Indenture
Trustee during such 60-day period by the holders of a majority in
principal amount of such outstanding Notes (or, if specified in the
related Prospectus Supplement, by an Enhancement provider for such Series).

In addition, each Indenture Trustee and the related Noteholders, by
accepting the related Notes, will covenant that they will not at any time
institute against the applicable Trust any bankruptcy, reorganization or
other proceeding under any federal or state bankruptcy or similar law.

With respect to any Trust, neither the related Indenture Trustee nor the
related Owner Trustee in its individual capacity, nor any holder of a
Certificate representing an ownership interest in such Trust nor any of their
respective owners, beneficiaries, agents, officers, directors, employees,
affiliates, successors or assigns will, in the absence of an express
agreement to the contrary, be personally liable for the payment of the
principal of or interest on the related Notes or for the agreements of such
Trust contained in the applicable Indenture.

Certain Covenants. Each Indenture will provide that the related Trust
may not consolidate with or merge into any other entity, unless (i) the
entity formed by or surviving such consolidation or merger is organized under
the laws of the United States, any state or the District of Columbia,
(ii) such entity expressly assumes such Trust's obligation to make due and
punctual payments upon the Notes of the related Series and the performance or
observance of every agreement and covenant of such Trust under the Indenture,
(iii) no Event of Default shall have occurred and be continuing immediately
after such merger or consolidation, (iv) such Trust has been advised that the
rating of the Notes or the Certificates of such Series then in effect would
not be reduced or withdrawn by the Rating Agencies as a result of such merger
or consolidation and (v) such Trust has received an opinion of counsel to the
effect that such consolidation or merger would have no material adverse tax
consequence to the Trust or to any related holder of a Note (a "Noteholder")
or a holder of a Certificate (a "Certificateholder"). The Noteholders and
Certificateholders are referred to herein individually as a "Securityholder"
and collectively as the "Securityholders".

Each Trust will not, among other things, (i) except as expressly
permitted by the applicable Indenture, the applicable Trust Agreement or
certain related documents with respect to such Trust (collectively, the
"Related Documents"), sell, transfer, exchange or otherwise dispose of any of
the assets of such Trust, (ii) claim any credit on or make any deduction from
the principal and interest payable in respect of the Notes of the related
Series (other than amounts withheld under the Code or applicable state law)
or assert any claim against any present or former holder of such Notes
because of the payment of taxes levied or assessed upon such Trust,
(iii) dissolve or liquidate in whole or in part, (iv) permit the validity or
effectiveness of the related Indenture to be impaired or permit any person to
be released from any covenants or obligations with respect to such Notes
under such Indenture except as may be expressly permitted thereby or
(v) permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance to be created on or extend to or otherwise arise upon or
burden the assets of such Trust or any part thereof, or any interest therein
or the proceeds thereof.

No Trust may engage in any activity other than as specified under the
section of the related Prospectus Supplement entitled "The Trust." No Trust
will incur, assume or guarantee any indebtedness other than indebtedness
incurred pursuant to the related Notes and the related Indenture or otherwise
in accordance with the Related Documents.

Annual Compliance Statement. Each Trust will be required to file
annually with the related Indenture Trustee a written statement as to the
fulfillment of its obligations under the Indenture.

Indenture Trustee's Annual Report. The Indenture Trustee for each Trust
will be required to mail each year to all related Noteholders a brief report
relating to its eligibility and qualification to continue as Indenture
Trustee under the related Indenture, any amounts advanced by it under the
Indenture, the amount, interest rate and maturity date of certain
indebtedness owing by such Trust to the applicable Indenture Trustee in its
individual capacity, the property and funds physically held by such Indenture
Trustee as such and any action taken by it that materially affects the
related Notes and that has not been previously reported.

Satisfaction and Discharge of Indenture. An Indenture will be
discharged with respect to the collateral securing the related Notes upon the
delivery to the related Indenture Trustee for cancellation of all such Notes
or, with certain limitations, upon deposit with such Indenture Trustee of
funds sufficient for the payment in full of all such Notes.

THE INDENTURE TRUSTEE

The Indenture Trustee for a Series of Notes will be specified in the
related Prospectus Supplement. The Indenture Trustee for any Series may
resign at any time, in which event the Issuer will be obligated to appoint a
successor trustee for such Series. The Issuer may also remove any such
Indenture Trustee if such Indenture Trustee ceases to be eligible to continue
as such under the related Indenture or if such Indenture Trustee becomes
insolvent. In such circumstances, the Issuer will be obligated to appoint a
successor trustee for the applicable Series of Notes. Neither resignation or
removal of the Indenture Trustee nor the appointment of a successor trustee
for any Series of Notes will not become effective until acceptance of the
appointment by the successor trustee for such Series.

DESCRIPTION OF THE CERTIFICATES

GENERAL

With respect to each Trust, one or more Classes of Certificates of the
related Series will be issued pursuant to the terms of a Trust Agreement, a
form of which has been filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summary does not purport
to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Certificates and the Trust Agreement.

Unless otherwise specified in the related Prospectus Supplement and
except for the Certificates, if any, of a given Series purchased by the
Depositor, each Class of Certificates will initially be represented by one or
more Certificates registered in the name of the Depository, except as set
forth below. Unless otherwise specified in the related Prospectus Supplement
and except for the Certificates, if any, of a given Series purchased by the
Depositor, the Certificates will be available for purchase in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof in
book-entry form only. The Depositor has been informed by DTC that DTC's
nominee will be Cede, unless another nominee is specified in the related
Prospectus Supplement. Accordingly, such nominee is expected to be the
holder of record of the Certificates of any Series that are not purchased by
the Depositor. Unless and until Definitive Securities are issued under the
limited circumstances described herein or in the related Prospectus
Supplement, no Certificateholder (other than the Depositor) will be entitled
to receive a physical certificate representing a Certificate. All references
herein and in the related Prospectus Supplement to actions by
Certificateholders refer to actions taken by DTC upon instructions from the
Participants and all references herein and in the related Prospectus
Supplement to distributions, notices, reports and statements to
Certificateholders refer to distributions, notices, reports and statements to
DTC or its nominee, as the case may be, as the holder of record of the
Certificates, for distributions, notices, reports and statements to be made
to the Certificateholders in accordance with DTC's procedures with respect
thereto. See "CERTAIN INFORMATION REGARDING THE SECURITIES -- Book-Entry
Registration" and "-- Definitive Securities." Any Certificates of a given
Series owned by the Depositor or its affiliates will be entitled to equal and
proportionate benefits under the applicable Trust Agreement, except that such
Certificates will be deemed not to be outstanding for the purpose of
determining whether the requisite percentage of Certificateholders have
given any request, demand, authorization, direction, notice, consent or
other action under the Related Documents.

DISTRIBUTIONS OF PRINCIPAL AND INTEREST

The timing and priority of distributions, seniority, allocations of
losses, Pass-Through Rate and amount of or method of determining
distributions with respect to principal and interest of each Class of
Certificates will be described in the related Prospectus Supplement.
Distributions of interest on such Certificates will be made on the dates
specified in the related Prospectus Supplement (each, a "Payment Date") and
will be made prior to distributions with respect to principal of such
Certificates. To the extent provided in the related Prospectus Supplement, a
Series may include one or more Classes of Certificates entitled to
(i) distributions in respect of principal with disproportionate, nominal or
no interest distributions or (ii) interest distributions with
disproportionate, nominal or no distributions in respect of principal. Each
Class of Certificates may have a different Pass-Through Rate, which may be a
fixed, variable or adjustable Pass-Through Rate (and which may be zero for
certain Classes of Certificates) or any combination of the foregoing. A
Class of Certificates may accrue interest and such interest may be added to
the principal balance thereof, rather than paid to the related
Certificateholders, until a specific event occurs or until such Class of
Certificates is retired. The related Prospectus Supplement will specify the
Pass-Through Rate for each Class of Certificates of a Series or the method
for determining such Pass-Through Rate. Unless otherwise provided in the
related Prospectus Supplement, distributions in respect of the Certificates
of a given Series that includes Notes will generally be subordinate to
payments in respect of the Notes of such Series as more fully described in
the related Prospectus Supplement. Distributions in respect of interest on
and principal of any Class of Certificates will be made on a pro rata basis
among all the Certificateholders of such Class.

In the case of a Series of Certificates which includes two or more
Classes of Certificates, the timing, sequential order, priority of payment or
amount of distributions in respect of interest and principal, and any
schedule or formula or other provisions applicable to the determination
thereof, of each such Class shall be as set forth in the related Prospectus
Supplement. A Series of Certificates may provide for a period during which
collections of principal in respect of the Underlying Securities are not
applied to payments of principal of such Certificates, or may provide for a
liquidity facility or other arrangement that permits one or more classes of
Certificates to be paid in planned amounts or formula amounts on scheduled
Payment Dates.

CERTAIN INFORMATION REGARDING THE SECURITIES

OPTIONAL PURCHASE OR TERMINATION

The Depositor or any other entity named in the Prospectus Supplement
may, at its option, purchase or repay a Class of Securities of any Series, on
any date under the circumstances, if any, specified in the Prospectus
Supplement relating to such Series. Alternatively, if so specified in the
related Prospectus Supplement for a Series of Securities, the Depositor, the
Administrator, or another entity designated in the related Prospectus
Supplement may, at its option, cause an early termination of a Trust by
repurchasing or liquidating all of the Assets from such Trust on or after a
date specified in the related Prospectus Supplement, or on or after such time
as the aggregate outstanding principal amount of the Securities or Underlying
Securities or other Assets, as specified in the related Prospectus
Supplement, is less than the amount or percentage specified in the related
Prospectus Supplement. Notice of such purchase or termination must be given
by the Depositor, the Administrator, the Owner Trustee or the Indenture
Trustee, as applicable, prior to the related date. The purchase, redemption
or repurchase price will be set forth in the related Prospectus Supplement.

In addition, the related Prospectus Supplement may provide other
circumstances under which holders of Securities of a Series could be fully
paid significantly earlier than would otherwise be the case if payments or
distributions were solely based on the distributions on the related
Underlying Securities.

OPTIONAL EXCHANGE

If specified in the applicable Prospectus Supplement, a holder may
exchange Securities of a given Series for a pro rata portion of the Assets.
The terms upon which a holder may exchange its Securities for a pro rata
portion of the Assets will be specified in the related Prospectus Supplement.

BOOK-ENTRY REGISTRATION

If so specified in the related Prospectus Supplement, Securityholders
may hold their Securities through (i) DTC (in the United States), (ii) solely
in the case of (a) Certificates issued by a Trust that is a grantor trust and
(b) Notes, CEDEL or Euroclear (in Europe) if they are participants in such
systems, or (iii) indirectly through organizations which are participants in
such systems.

Cede, as nominee for DTC, will hold one or more global Securities (each,
a "Global Security"). Unless and until Definitive Securities are issued
under the limited circumstances described in the related Prospectus
Supplement, all references herein or in such Prospectus Supplement to actions
by Securityholders shall refer to actions taken by DTC upon instructions from
its participating organizations (the "Participants") acting on behalf of
beneficial owners of Securities and all references herein to distributions,
notices, reports and statements to Securityholders shall refer to
distributions, notices, reports and statements to DTC or Cede, as the
registered holder of the Securities, as the case may be, for distribution in
accordance with DTC procedures to Participants acting on behalf of the
beneficial owners of Securities.

CEDEL and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in CEDEL's and
Euroclear's names on the books of their respective depositaries, which in
turn will hold such positions in customers' securities accounts in the
depositaries' names on the books of DTC. Citibank, N.A. will act as
depositary for CEDEL and Morgan Guaranty Trust Company of New York will act
as depositary for Euroclear (in such capacities, the "Depositaries").

Transfers between DTC participants will occur in the ordinary way in
accordance with DTC rules. Transfers between CEDEL Participants and Euroclear
Participants will occur in the ordinary way in accordance with their
applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL or
Euroclear participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing
system by its Depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (European time).
The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to its Depositary to
take action to effect final settlement on its behalf by delivering or
receiving securities in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC.
CEDEL Participants and Euroclear Participants may not deliver instructions
directly to the Depositaries.

Because of time-zone differences, credits of securities received in
CEDEL or Euroclear as a result of a transaction with a DTC participant will
be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any
transactions in such securities settled during such processing will be
reported to the relevant Euroclear or CEDEL participant on such business day.
Cash received in CEDEL or Euroclear as a result of sales of securities by or
through a CEDEL Participant or a Euroclear Participant to a DTC participant
will be received with value on the DTC settlement date but will be available
in the relevant CEDEL or Euroclear cash account only as of the business day
following settlement in DTC. For additional information regarding clearance
and settlement procedures for the Securities, see Annex I hereto and for
information with respect to tax documentation procedures relating to the
Securities, see Annex I hereto and "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS -- Taxation of Debt Securities -- Foreign Investors" and
"-- Tax Status as a Grantor Trust -- Foreign Investors."

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code (the
"UCC"), and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended. DTC was
created to hold securities for its Participants and facilitate the clearance
and settlement of securities transactions between Participants through
electronic book-entry changes in accounts of its Participants, thereby
eliminating the need for physical movement of certificates. Participants
include securities brokers and dealers, banks, trust companies and clearing
corporations and may include certain other organizations (including the
underwriters). Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodian relationship with a Participant, either directly or
indirectly (the "Indirect Participants").

Securityholders that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Securities may do so only through Participants and Indirect
Participants. In addition, Securityholders will receive all distributions of
principal of and interest on the Securities from the Owner Trustee, the
Administrator or the Indenture Trustee, as paying agent, or its successor in
such capacity (the "Paying Agent"), through the Participants who in turn will
receive them from DTC. Under a book-entry format, Securityholders may
experience some delay in their receipt of payments, since such payments will
be forwarded by the Paying Agent to Cede, as nominee for DTC. DTC will
forward such payments to its Participants which thereafter will forward them
to Indirect Participants or Securityholders. It is anticipated that the only
holder of record for all Notes and Certificates of a Series may be Cede, as
nominee of DTC. Securityholders would not then be recognized by the Owner
Trustee or Indenture Trustee as Securityholders, as such term is used herein
and in the Trust Agreement or the Indenture, and Securityholders would only
be permitted to exercise the rights of Securityholders indirectly through the
Participants who in turn will exercise the rights of Securityholders through
DTC.

Under the rules, regulations and procedures creating and affecting DTC
and its operations, DTC is required to make book-entry transfers among
Participants on whose behalf it acts with respect to the Securities and is
required to receive and transmit distributions of principal of and interest
on the Securities. Participants and Indirect Participants with which
Securityholders have accounts with respect to the Securities similarly are
required to make book-entry transfers and receive and transmit such payments
on behalf of their respective Securityholders. Accordingly, although
Securityholders will not possess the Securities, Securityholders will receive
payments and will be able to transfer their interests.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a
Securityholder to pledge Securities to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
Securities, may be limited due to the lack of a physical certificate for such
Securities.

DTC will take any action permitted to be taken by a Securityholder under
the Trust Agreement or the Indenture only at the direction of one or more
Participants to whose account with DTC the Securities are credited.
Additionally, DTC will take such actions with respect to specified
percentages of the Securityholders' interests only at the direction of and on
behalf of Participants whose holdings include undivided interests that
satisfy such specified percentages. DTC may take conflicting actions with
respect to other undivided interests to the extent that such actions are
taken on behalf of Participants whose holdings include such undivided
interests.

Cedel Bank, soci t anonyme ("CEDEL"), is incorporated under the laws of
Luxembourg as a professional depositary. CEDEL holds securities for its
participating organizations ("CEDEL Participants") and facilitates the
clearance and settlement of securities transactions between CEDEL
Participants through electronic book-entry changes in accounts of CEDEL
Participants, thereby eliminating the need for physical movement of
certificates. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to its
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in
several countries. As a professional depositary, CEDEL is subject to
regulation by the Luxembourg Monetary Institute. Cedel Participants are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the underwriters.
Indirect access to CEDEL is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a CEDEL Participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for its
participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating both the need for physical
movement of certificates and the risk resulting from transfers of securities
and cash that are not simultaneous.

The Euroclear System has subsequently been extended to clear and settle
transactions between Euroclear Participants and counterparties both in CEDEL
and in many domestic securities markets. Transactions may be settled in any
of 32 settlement currencies, including United States dollars. In addition to
safekeeping (custody) and securities clearance and settlement, the Euroclear
System includes securities lending and borrowing and money transfer services.
The Euroclear System is operated by the Brussels, Belgium, office of Morgan
Guaranty Trust Company of New York (the "Euroclear Operator"), under contract
with Euroclear Clearance System S.C., a Belgian cooperative corporation that
establishes policy on behalf of Euroclear Participants. The Euroclear
Operator is the Belgian branch of a New York banking corporation which is a
member bank of the Federal Reserve System. As such, it is regulated and
examined by the Board of Governors of the Federal Reserve System and the New
York State Banking Department, as well as the Belgian Banking Commission.

All operations are conducted by the Euroclear Operator and all Euroclear
securities clearance accounts and cash accounts are accounts with the
Euroclear Operator. They are governed by the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear
System, and applicable Belgian law (collectively, the "Terms and
Conditions"). The Terms and Conditions govern all transfers of securities
and cash, both within the Euroclear System and receipts and withdrawals of
securities and cash. All securities in the Euroclear System are held on a
fungible basis without attribution of specific certificates to specific
securities clearance accounts.

Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial
intermediaries and may include the underwriters. Indirect access to the
Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear Participant, either
directly or indirectly. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.

Distributions with respect to Securities held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear
Participants in accordance with the relevant system's rules and procedures,
to the extent received by its Depositary. Such distributions will be subject
to tax reporting in accordance with relevant United States tax laws and
regulations. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS." The CEDEL or
the Euroclear Operator, as the case may be, will take any other action
permitted to be taken by a Securityholder under the Trust Agreement or the
Indenture on behalf of a CEDEL Participant or Euroclear Participant only in
accordance with its relevant rules and procedures and subject to its
Depositary's ability to effect such actions on its behalf through DTC.

Although DTC, CEDEL and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Securities among participants
of DTC, CEDEL and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued
at any time.

DEFINITIVE SECURITIES

If so specified in the related Prospectus Supplement, the Securities of
any Series will be issued in fully registered, certificated form ("Definitive
Securities") to Securityholders or their respective nominees, rather than to
DTC or its nominee. Unless otherwise provided in the related Prospectus
Supplement, if the Securities of any Series are originally issued in book-
entry form instead of as Definitive Securities, Definitive Securities will be
issued in exchange for beneficial interests in a Global Security only if (i)
the Administrator advises the Owner Trustee and the Indenture Trustee (as
applicable) in writing that DTC is no longer willing or able to discharge
properly its responsibilities as depository with respect to the Securities,
and the Administrator is able to locate a qualified successor or (ii) the
Administrator, at its option, elects to terminate the book-entry system
through DTC.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, DTC is expected to notify all Participants of the
availability through DTC of Definitive Securities. Upon surrender by DTC of
the definitive certificates representing the Securities, and instructions for
re-registration, the Owner Trustee or the Indenture Trustee, as applicable,
will issue such Securities in the form of Definitive Securities, and
thereafter the Owner Trustee or the Indenture Trustee, as applicable, will
recognize the holders of such Definitive Securities as Securityholders, under
the Trust Agreement and the Indenture, as applicable.

If Definitive Securities are issued, payments or distributions of
principal and interest on the Definitive Securities will be made by the
Paying Agent, the Owner Trustee, the Administration or the Indenture Trustee,
as applicable, directly to the holders of record in whose names the
Definitive Securities were registered on the related Record Date in
accordance with the procedures and in the Trust Agreement or the Indenture,
as applicable. Unless otherwise specified in the related Prospectus
Supplement payments or distributions will be made by wire transfer to an
account specified in writing by a holder of record and reasonably
satisfactory to the Administrator or the Indenture Trustee, as applicable, or
by check mailed to the address of each holder of record as it appears on the
register maintained by the Administrator, the Owner Trustee or the Indenture
Trustee, as applicable, except that the final payment or distribution on any
Definitive Security will be made only upon presentation and surrender of such
Definitive Security on the date for such final payment at such office or
agency as is specified in the notice of final distribution to holders of
record. The Administrator or the Indenture Trustee, as applicable will
provide, such notice to holders of record not later than the fifth day of the
month of the final distribution. The holder of record of such registered
individual security may transfer such Security by surrendering it at the
office or agency maintained by the Indenture Trustee, in the case of the
Notes, or by the Administrator or the Owner Trustee, in the case of the
Certificates, for this purpose.

In case any certificated Security becomes mutilated, destroyed, lost or
stolen, the Owner Trustee will execute and the Owner Trustee or the Indenture
Trustee, as applicable, will authenticate and deliver a new certificated
Security of like tenor (including the same date of issuance) and equal
principal amount, in exchange and substitution for the mutilated, destroyed,
lost or stolen Security (upon surrender and cancellation thereof or in lieu
of and substitution for such Security and upon satisfaction of certain
requirements set forth in the Trust Agreement or the Indenture, as
applicable, including, if the Security is destroyed, lost or stolen, that the
applicant for a substituted Security shall furnish to the Trust and the Owner
Trustee or the Indenture Trustee, as applicable, security or indemnity as may
be required by them to save each of them harmless and, in every case of
destruction, loss or theft of a Security, the applicant shall also furnish to
the Trust satisfactory evidence of the destruction, loss or theft of such
Security and of the ownership thereof. Upon the issuance of any substituted
Security, the Administrator, the Owner Trustee or the Indenture Trustee may
require payment by the holder thereof of a sum sufficient to cover fees and
expenses in connection therewith.

REPORTS TO HOLDERS

Unless otherwise specified in the related Prospectus Supplement, the
Administrator, the Owner Trustee or the Indenture Trustee will prepare and
forward to each Securityholder on each Payment Date, or as soon thereafter as
is practicable, a statement setting forth, to the extent applicable to any
Series, among other things:

(1) with respect to a Series, the amount of any distribution
allocable to interest;

(2) with respect to a Series the amount of any distribution
allocable to principal;

(3) the amount of compensation paid to the Administrator with
respect to such Payment Date;

(4) the aggregate outstanding principal balance of the Underlying
Securities, after giving effect to distributions allocated to principal
and reported under (ii) above (and after giving effect to any sale, put
or call of all or part of the Underlying Securities on or prior to such
Payment Date);

(5) the aggregate outstanding principal amount of each Class of
Securities of such Series after giving effect to distributions allocated
to principal reported under (ii) above;

(6) in the case of Securities that have a variable interest rate,
the rate applicable to the distribution being made;

(7) if applicable, the amount of any shortfall (i.e., the
difference between the aggregate amounts of principal and interest which
Securityholders would have received if there were sufficient eligible
funds in the Collection Account and the amounts actually distributed);

(8) the amount of any withdrawal from any applicable Reserve
Account included in amounts actually distributed to Securityholders and
the remaining balance of such Reserve Account, if any, on such Payment
Date, after giving effect to distributions made on such date;

(9) for each such date during the funding period (if any), the
remaining Pre-Funded Amount;

(10) for the first such date that is on or immediately following
the end of the Funding Period (if any), the amount of any remaining Pre-
Funded Amount that has not been used to fund the purchase of Subsequent
Underlying Securities and that is being passed through as payments on
the Securities of the related Series; and

(11) such other information as is specified in the related Trust
Agreement.

Unless otherwise specified in the related Prospectus Supplement, within
a reasonable period of time after the end of each calendar year the
Administrator or Indenture Trustee will furnish to each holder of record at
any time during such calendar year: (a) the aggregate of amounts reported
pursuant to (i) and (ii) above for such calendar year and (b) such
information specified in the Indenture or the Trust Agreement, as applicable,
to enable holders to prepare their tax returns including, without limitation,
the amount of original issue discount accrued on the Securities, if
applicable.

Information in the Payment Date reports and the annual reports provided
to the holders will not have been examined and reported upon by an
independent public accountant.

TRUST ASSETS

GENERAL

The Trust for each Series of Securities will be composed of certain
assets delivered, assigned and transferred to the Owner Trustee by the
Depositor, in each case consisting, unless otherwise specified in the related
Prospectus Supplement, of (i) the Underlying Securities, (ii) any
Enhancement, and (iii) the amount, if any, initially deposited in the
Collection Account or the Pre-Funding Account, if any, for a Series as
specified in the related Prospectus Supplement.

Unless otherwise specified in the related Prospectus Supplement, the
Underlying Securities for a Series will be purchased by the Depositor in
secondary market transactions and not from the issuer of such Underlying
Securities.

The following is a brief description of the Underlying Securities
expected to be included in the Trusts and the Credit Card Receivables
expected to support the Underlying Securities. Specific information
regarding the Underlying Securities will be provided in the related
Prospectus Supplement and, to the extent not contained in the related
Prospectus Supplement, in a report on Form 8-K to be filed with the
Commission after the initial issuance of such Securities. In certain cases,
such information will be provided by reference to the related Underlying
Securities Prospectus. A copy of the Trust Agreement with respect to each
Series, or the Indenture with respect to each Series of Notes, will be
attached to the Form 8-K and will be available for inspection at the
corporate trust office of the Owner Trustee or the Indenture Trustee, as
applicable, specified in the related Prospectus Supplement.

UNDERLYING SECURITIES

General. The Underlying Securities for a Series will consist of
certificates evidencing an undivided interest in, or notes or loans secured
by, Credit Card Receivables generated in Accounts. Such certificates, notes
or loans will have previously been offered and distributed to the public
pursuant to an effective registration statement under the Securities Act or
are being registered under the Securities Act in connection with the offering
of a Series of Securities. Underlying Securities will have been issued
pursuant to a pooling and servicing agreement, a master pooling and servicing
agreement, a sale and servicing agreement, a trust agreement, an indenture or
a similar agreement (the "Underlying Agreement"). The seller/servicer of the
underlying Credit Card Receivables (the "Underlying Servicer") will have
entered into the Underlying Agreement with the trustee under such Underlying
Agreement (the "Underlying Trustee"). Credit Card Receivables underlying an
Underlying Security will be serviced by the Underlying Servicer directly or
by one or more sub-servicers who may be subject to the supervision of the
Underlying Servicer.

All purchases of Underlying Securities for a Series by the Depositor or
the Depositor will be made in secondary market transactions, not from the
issuer of such Underlying Securities or any affiliate thereof. The
transferor of Credit Card Receivables to an Underlying Trust (the "Underlying
Transferor") will be a financial institution, corporation, or other entity
engaged generally in the business of issuing credit or charge cards; any
store or merchandiser that issues credit or charge cards; or a limited
purpose or other entity organized for the purpose of, among other things,
establishing trusts and acquiring and selling receivables to such trusts, and
selling beneficial interests in such trusts; or any other entity specified in
the related Prospectus Supplement or Underlying Securities Prospectus. If so
specified in the related Prospectus Supplement, the Underlying Transferor may
be an affiliate of the Depositor. The obligations of the Underlying
Transferor with respect to the Underlying Securities will generally be
limited to certain representations and warranties with respect to the assets
conveyed by it to the related Underlying Trust. Unless otherwise specified
in the related Prospectus Supplement, the Underlying Transferor will not have
guaranteed any of the assets conveyed to the related Underlying Trust or any
of the Underlying Securities.

Distributions of principal and interest will be made on the Underlying
Securities on the dates specified in the related Underlying Securities
prospectus. The Underlying Securities may be entitled to receive nominal or
no principal distributions or nominal or no interest distributions.
Principal and interest distributions will be made on the Underlying
Securities by the related Underlying Trustee or the entity specified for
such purpose in the Underlying Securities prospectus. The Underlying
Transferor or the Underlying Servicer may have the right to repurchase
assets underlying the Underlying Securities after a certain date or
under other circumstances specified in the related Underlying Securities
prospectus.

Enhancement Relating to Underlying Securities. Enhancement in the form
of reserve funds, subordination of other securities issued under the
Underlying Agreement, guarantees, letters of credit, cash collateral
accounts, insurance policies, swap agreements or other types of credit, cash
flow or other enhancement or derivative arrangements may be provided with
respect to the Credit Card Receivables underlying the Underlying Securities
or with respect to the Underlying Securities themselves.

Additional Publicly Available Information. The Prospectus Supplement
for a Series will refer to the publicly available information in respect of
the related Underlying Securities and the method by which such information
may be obtained. In general, information relating to the Underlying
Securities filed by or on behalf of the Underlying Trust with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, and at the
following regional offices of the Commission: New York Regional Office,
Suite 1300, 7 World Trade Center, New York, New York 10048; and Chicago
Regional Office, Citicorp Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W. Washington
D.C. 20549, at prescribed rates. In addition, the Commission maintains a
Website that contains certain information regarding the Underlying
Securities. The address of the Commission's Website is http://www.sec.gov.

None of the Depositor, any Administrator, any Owner Trustee, any
Indenture Trustee, any underwriter, or any of their respective affiliates,
assumes any responsibility for the accuracy or completeness of any publicly
available information of any Underlying Securities Issuer filed with the
Commission or otherwise made publicly available. None of the Depositor, any
Administrator, any Owner Trustee, any Indenture Trustee, or any underwriter
will (i) make any independent investigation of the business condition,
financial or otherwise, of any Underlying Securities Issuer (including,
without limitation, no investigation as to its financial condition or
creditworthiness), (ii) make any independent investigation of any Underlying
Securities (including, without limitation, no independent investigation as to
its rating) or (iii) verify any reports or information filed by any
Underlying Securities Issuer with the Commission. The issuance of the
Securities should not be construed as an endorsement by the Depositor, any
Administrator, any Owner Trustee, any Indenture Trustee or any underwriter of
any Underlying Securities or the financial condition or business prospects of
any Underlying Trust or the Underlying Transferor. A potential Securityholder
of any Series is encouraged to obtain and evaluate the same information
concerning the Underlying Securities Issuer for such Series as one would
obtain and evaluate if investing directly in the Underlying Securities of
such Series.

The related Prospectus Supplement for a Series will specify (in certain
cases, by reference to the Underlying Securities Prospectus), to the extent
relevant and to the extent such information is reasonably available to the
Depositor and the Depositor reasonably believes such information to be
reliable, (i) the aggregate approximate principal amount and type of the
Underlying Securities to be included in the related Trust; (ii) the expected
and final maturity of the Underlying Securities; (iii) the interest rate of
the Underlying Securities; (iv) the Underlying Transferor, the Underlying
Servicer and the Underlying Trustee for such Underlying Securities; and (v)
any early amortization events applicable to the Underlying Securities.

If information of the nature described above representing the Underlying
Securities is not known to the Depositor at the time the Securities are
initially offered, approximate or more general information of the nature
described above will be provided in the related Prospectus Supplement and the
additional information, if available, will be set forth in a Current Report
on Form 8-K to be available to investors on the date of issuance of the
related Series and to be filed with the Commission within 15 days of the
initial issuance of such Securities.

THE CREDIT CARD RECEIVABLES UNDERLYING THE UNDERLYING SECURITIES

General. The primary assets underlying the Underlying Securities for a
Series will consist, in whole or in part, of consumer, corporate, revolving
credit card, charge card or debit card receivables (collectively, the "Credit
Card Receivables") generated from time to time in the ordinary course of
business in a portfolio of consumer, corporate, revolving credit card, charge
card or debit card accounts (collectively, the "Accounts"). The Accounts may
consist of the initial Accounts sold to the Underlying Trust, as well as any
additional Accounts added from time to time, but will not include any Removed
Accounts (as defined herein).

The transferor to the Underlying Trust may have the right (subject to
certain limitations and conditions), but will not have any obligation (unless
otherwise specified in the related Prospectus Supplement), to remove the
Credit Card Receivables in certain Accounts from the Trust ("Removed
Accounts"). The Underlying Transferor may be able to include in the related
Underlying Trust, participations representing undivided interests in a pool
of assets primarily consisting of revolving credit card accounts or other
revolving credit accounts owned by the Underlying Transferor or any affiliate
thereof and collections thereon ("Participations").

Credit Card Accounts and Credit Card Receivables. The Credit Card
Receivables will generally consist of periodic finance charges, annual
membership fees, cash advance fees and late charges on amounts charged for
merchandise and services and certain other fees designated by the Underlying
Transferor ("Finance Charge Receivables") and all amounts charged by
cardholders for merchandise and services, amounts advanced to cardholders as
cash advances and all other fees billed to cardholders on the Accounts
("Principal Receivables"). In addition, certain Interchange (as defined
herein) attributed to cardholder charges for merchandise and services in the
Accounts may be treated as Finance Charge Receivables. Recoveries of
charged-off Finance Charge Receivables will generally be treated as
collections of Finance Charge Receivables and recoveries of charged-off
Principal Receivables will be applied against charge-offs of Principal
Receivables. From time to time, subject to certain conditions, certain of
the amounts described above which are included in Principal Receivables may
be treated as Finance Charge Receivables. The amount of Credit Card
Receivables in an Underlying Trust will fluctuate from day to day as new
Credit Card Receivables are generated or new Accounts are added to the
Underlying Trust and as existing Credit Card Receivables are collected,
charged-off as uncollectible or otherwise adjusted. "Interchange" consists
of certain fees received by a credit card-issuing bank from the VISA and
MasterCard International associations as partial compensation for taking
credit risk, absorbing fraud losses and funding receivables for a limited
period prior to initial billing. Under the VISA and MasterCard International
systems, a portion of the Interchange in connection with cardholder charges
for merchandise and services is passed from banks which clear the
transactions for merchants to credit card-issuing banks. VISA and MasterCard
International may from time to time change the amount of Interchange
reimbursed to banks issuing their credit cards.

Charge Card Receivables and Credit Card Receivables. Charge card
receivables consist of amounts charged on designated charge card Accounts for
merchandise and services, and all annual membership fees and certain other
administrative fees billed to the designated Accounts. Charge card
receivables originated under charge card Accounts are not subject to a
monthly finance charge.

There are distinctions between the credit card Accounts and the charge
card Accounts. The credit card Accounts offer revolving credit plans to
their customers. Charge card Accounts generally have no pre-set spending
limit and are designed for use as a convenient method of payment for the
purchase of merchandise and services. Charge card Accounts generally cannot
be used as a means of financing such purchases. Accordingly, the full
balance of a month's purchases is billed to cardmembers and is due upon
receipt of the billing statement. By contrast, revolving credit plans allow
customers to make a minimum monthly payment and to borrow the remaining
outstanding balance from the credit issuer up to a predetermined limit. As a
result of these payment requirement differences, the charge card Accounts
have a high monthly payment rate and balances which turn over rapidly
relative to their charge volume when compared to credit card Accounts.

Another distinction between charge card Accounts and credit card
Accounts is that charge card Account balances are generally not subject to
monthly finance charges. As described above, the full Account balance is
billed monthly and is due upon receipt of the billing statement. Cardmembers
do not have the option of using their charge card Accounts to extend payment
and to pay a finance charge on the remaining outstanding balance. Credit
card Accounts, by contrast, do allow customers to pay a specified minimum
portion of an outstanding amount and to finance the balance at a finance
charge rate determined by the credit card issuer. Because charge card
Account balances are not assessed finance charges, for the purpose of
providing yield to the related Underlying Trust a portion of collections on
charge card receivables in Accounts received in any due period equal to the
product of collections and a discount factor will generally be treated as
finance charge collections. Each related Underlying Securities Prospectus,
where applicable, will describe the discount for a specific portfolio of
charge card Accounts.

ADDITIONAL INFORMATION RELATING TO CREDIT CARD RECEIVABLES

The Underlying Securities Prospectus for the Underlying Securities in a
Trust will provide information with respect to the Credit Card Receivables in
the related Underlying Trust as of the date specified in such Underlying
Securities Prospectus, including, among other things, (i) the aggregate
principal balance of such Credit Card Receivables; (ii) underwriting
criteria; (iii) the loss and delinquency experience for the portfolio of
Credit Card Receivables; (iv) the composition of the portfolio by account
balance; and (v) the geographic distribution of Accounts and Credit Card
Receivables.

COLLECTION ACCOUNTS

A separate Collection Account will be established by the Owner Trustee,
the Indenture Trustee or the Administrator, in the name of the Owner Trustee
or the Indenture Trustee, for each Series of Securities for receipt of all
amounts received on or with respect to the Underlying Securities and, unless
otherwise specified in the related Prospectus Supplement, net investment
income earned thereon. The Owner Trustee, the Administrator or the Indenture
Trustee will invest the funds in the Collection Account in Eligible
Investments. Unless otherwise specified in the related Prospectus
Supplement, Eligible Investments include, among other investments,
obligations of the United States and certain agencies thereof, federal funds,
certificates of deposit, commercial paper, demand and time deposits and
banker's acceptances, certain repurchase agreements of United States
government securities and certain guaranteed investment contracts, in each
case, acceptable to the Rating Agency.

From time to time, various accounts, including Pre-Funding Accounts, may
be created under the terms of the documents related to a specific Series.

CREDIT, CASH FLOW OR OTHER ENHANCEMENT OR DERIVATIVE ARRANGEMENTS

The amounts and types of credit, cash flow or other enhancement or
derivative arrangements and the provider thereof, if applicable, with respect
to each Class of Securities of a Series, if any, will be set forth in the
related Prospectus Supplement. If and to the extent provided in the related
Prospectus Supplement, credit, cash flow or other enhancement, derivative or
exchange arrangements may be in the form of the subordination of one or more
classes of Securities of a Series, Reserve Accounts, overcollateralization,
letters of credit, credit or liquidity facilities, surety bonds, guaranteed
investment contracts, swaps (including without limitation interest rate,
currency, securities, commodity and credit swaps), caps, floors, collars,
options, structured securities having embedded derivatives, exchange
agreements, interest rate protection agreements, repurchase obligations, put
and/or call options, yield supplement agreements or accounts, other
agreements with respect to third party payments or other support, cash
deposits or such other derivative or other arrangements as may be described
in the related Prospectus Supplement or any combination of the foregoing. If
specified in the applicable Prospectus Supplement, credit or cash flow
enhancement or any such other arrangement for a class of Securities may cover
one or more other Classes of Securities of the same Series, and credit or
cash flow enhancement or any such other arrangement for a Series of
Securities may cover one or more other Series of Securities.

THE TRUST AGREEMENT

The following summaries describe certain provisions of the Trust
Agreements. The summaries do not purport to be complete and are subject to,
and qualified in their entirety by reference to, the provisions of the Trust
Agreements. Where particular provisions or terms used in the Trust Agreement
are referred to, such provisions or terms are as specified in the Trust
Agreement. A form of the Trust Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.

ASSIGNMENT OF UNDERLYING SECURITIES

The Depositor will cause Underlying Securities to be registered in the
name of the Issuer, the Owner Trustee or the Indenture Trustee (or their
nominees or correspondents), as applicable. Unless otherwise specified in
the related Prospectus Supplement, none of the Issuer, the Owner Trustee or
the Indenture Trustee will be in possession of or be assignee of record of
any underlying assets for an Underlying Security. See "TRUST ASSETS --
Underlying Securities" herein. Each Underlying Security will be identified
in a schedule appearing as an exhibit to the related Trust Agreement (the
"Collateral Schedule"), which will specify the outstanding principal balance
as of the Cut-off Date and the annual pass-through rate or interest rate and
maturity date for each Underlying Security conveyed to the related Trust. In
the Trust Agreement, the Depositor will represent and warrant to the Owner
Trustee regarding the Underlying Securities: (i) that the information
contained in the Collateral Schedule is true and correct in all material
respects; (ii) that, immediately prior to the conveyance of the Underlying
Securities, the Depositor had good title thereto, and was the sole owner
thereof; and (iii) that there is no existing lien, charge, security interest
or other encumbrance on such Underlying Securities. To the extent specified
in the related Prospectus Supplement, a portion of the proceeds from the sale
of a Series of Securities may be applied to the deposit of the Pre-Funded
Amount into the Pre-Funding Account. The related Prospectus Supplement for a
given Trust will specify whether, and the terms, conditions and manner under
which, Subsequent Underlying Securities will be sold by the Depositor to the
applicable Trust from time to time during the funding period on each date
specified as a transfer date in the related Prospectus Supplement (each, a
"Subsequent Transfer Date").

THE OWNER TRUSTEE

The identity of the commercial bank, savings and loan association or
trust company named as owner trustee (the "Owner Trustee") for each Series of
Certificates will be set forth in the related Prospectus Supplement. The
entity serving as Owner Trustee may have normal banking relationships with
the Depositor and the Administrator. The Owner Trustee may act directly or
through its agents or attorneys pursuant to agreements entered into with any
of them, and the Owner Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Owner Trustee with reasonable care. If specified in the
related Prospectus Supplement, for the purpose of meeting the legal
requirements of certain local jurisdictions, the Owner Trustee will have the
power to appoint co-Owner trustees or separate Owner trustees for all or any
part of the Trust relating to a Series of Certificates.

Unless otherwise specified in the related Prospectus Supplement, the
Owner Trustee shall be deemed to have discharged its duties and
responsibilities under the Trust Agreement to the extent the Administrator
has agreed in the Administration Agreement to perform any act or to discharge
any duty of the Owner Trustee under the Trust Agreement and related
documents, and the Owner Trustee will not be held liable for the default or
failure of the Administrator to carry out its obligations under the
Administration Agreement.

Unless otherwise specified in the related Prospectus Supplement, all
persons into which the Owner Trustee under any Trust Agreement may be merged
or with which it may be consolidated or any person resulting from such merger
or consolidation will be the successor of the Owner Trustee under such Trust
Agreement.

RESIGNATION OR REMOVAL OF OWNER TRUSTEE

Unless otherwise specified in the related Prospectus Supplement,
the Owner Trustee for any Series may, upon written notice to the
Administrator and the Depositor, resign at any time, in which event the
Administrator will be obligated to use its best efforts to appoint a
successor Owner Trustee. If no successor Owner Trustee has been appointed
and has accepted the appointment within 30 days after giving such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for appointment of a successor Owner Trustee. Unless otherwise
specified in the related Prospectus Supplement, the Owner Trustee for any
Series may also be removed by the Administrator if the Owner Trustee ceases
to be eligible to continue as such under the Trust Agreement or shall be
legally unable to act, or if the Owner Trustee is adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation thereof. Any resignation or removal of the Owner
Trustee and appointment of a successor Owner Trustee will not become
effective until acceptance of the appointment by the successor Owner Trustee.

CERTAIN MATTERS REGARDING THE OWNER TRUSTEE AND THE DEPOSITOR

Unless otherwise specified in the related Prospectus Supplement, none of
the Depositor, the Owner Trustee for any Series or any director, officer or
employee of the Depositor or such Owner Trustee will be under any liability
to the Trust, the Noteholders or the Certificateholders of the such Series
for any action taken or for refraining from the taking of any action in good
faith pursuant to the related Trust Agreement or for errors in judgment;
provided, however, that none of such Owner Trustee, the Depositor and any
director, officer or employee thereof will be protected against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties or by reason of reckless disregard
of obligations and duties under the related Trust Agreement.

Unless otherwise specified in the related Prospectus Supplement, none of
any Owner Trustee, the Depositor or any of their respective owners,
beneficiaries, agents, officers, directors or employees will be (in the
absence of an express agreement to the contrary) personally liable for the
payment of the principal of or interest on the Notes or the Certificates of
such Series or for the agreements of the Issuer contained in the related
Trust Agreement.

AMENDMENT OF THE TRUST AGREEMENT

Unless otherwise specified in the Prospectus Supplement, the Trust
Agreement for any Series may be amended by the Depositor and the Owner
Trustee with respect to such Series, without notice to or consent of the
Noteholders or the Certificateholders to (i) cure any ambiguity or mistake,
(ii) correct any defective provisions or to correct or supplement any
provision therein which may be inconsistent with any other provision therein,
(iii) add to the duties of the Depositor or the Administrator, (iv) add any
other provisions with respect to matters or questions arising under such
Trust Agreement or any Enhancement, (v) comply with any requirements of the
Code or (vi) evidence and provide for the acceptance of the appointment under
the Trust Agreement by a successor Owner Trustee and to add to or change any
of the provisions of the Trust Agreement as shall be necessary to facilitate
the administration of the trusts thereunder; provided that any such amendment
pursuant to clause (iv) above will not adversely affect in any material
respect the interests of any Securityholders of such Series, as evidenced by
an opinion of counsel. Any such amendment pursuant to clause (iv) of the
preceding sentence shall be deemed not to adversely affect in any material
respect the interests of any Noteholder or any Certificateholder if the
Administrator or Owner Trustee receives written confirmation from each
national statistical ratings organization rating the related Securities (a
"Rating Agency") that such amendment will not cause such Rating Agency to
reduce the then current rating thereof. Unless otherwise specified in the
related Prospectus Supplement, the Trust Agreement for any Series may also be
amended by the Depositor and the related Owner Trustee with the consent of
the holders of Notes for such Series evidencing at least a majority of the
outstanding principal of the Notes for such Series and Certificateholders for
such Series owning voting interests aggregating not less than a majority of
the aggregate voting interests for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of such Trust
Agreement or modifying in any manner the rights of the Noteholders or
Certificateholders for such Series; provided, however, that, without
notification by each Rating Agency that such amendment shall not cause the
ratings of the Notes and Certificates of such Series to be reduced or
revoked, no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments
on the Underlying Securities or distributions that are required to
be made for the benefit of such Noteholders or Certificateholders or (ii)
reduce the aforesaid percentage of the Notes or the voting interests of
Certificates which are required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes or Certificates for such
Series.

VOTING RIGHTS

The related Prospectus Supplement will set forth the method of
determining allocation of voting rights with respect to a Series, if other
than set forth herein.

LIST OF CERTIFICATEHOLDERS

Upon written request of three or more Certificateholders of record of a
Series evidencing not less than 25% of the outstanding principal amount of
the Certificates of such Series for purposes of communicating with other
Certificateholders with respect to their rights under the Trust Agreement or
under the Certificates for such Series, which request is accompanied by a
copy of the communication which such Certificateholders propose to transmit,
the Trustee will afford such Certificateholders access during business hours
to the current list of Certificateholders of that Series held by the Owner
Trustee.

No Trust Agreement will provide for the holding of any annual or other
meeting of Certificateholders.

TERMINATION

The obligations created by the Trust Agreement for a Series will
terminate upon final distribution by the Owner Trustee of all moneys or other
property or proceeds of the trustee estate (including the Underlying
Securities) in accordance with the terms of the Indenture and the Trust

Agreement. If specified in the related Prospectus Supplement, the Trust
Agreement for each Series will permit, but does not require, the Depositor or
any other entity named in the Prospectus Supplement to repurchase from the
Trust for such Series all remaining Underlying Securities on or after a
specified date, or on or after such time as the aggregate principal balance
of the Securities of the Series or the Underlying Securities of such Series,
as specified in the related Prospectus Supplement, is less than the amount or
percentage specified in the related Prospectus Supplement. In no event,
however, will the trust created by the Trust Agreement continue beyond the
expiration of 21 years from the death of the last survivor of certain persons
identified therein. For each Series, the Administrator or the Owner Trustee,
as applicable, will give written notice of termination of the Trust Agreement
to each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at an office or agency
specified in the notice of termination. If so provided in the related
Prospectus Supplement for a Series, the Depositor or another entity may
effect an optional termination of the Trust under the circumstances described
in such related Prospectus Supplement. See "CERTAIN INFORMATION REGARDING
THE SECURITIES -- Optional Purchase or Termination" herein.

THE DEPOSITOR

ML Asset Backed Corporation (the "Depositor") was incorporated in the
State of Delaware on September 22, 1987 and is a wholly-owned subsidiary of
Merrill Lynch & Co., Inc. and an affiliate of Merrill Lynch, Pierce, Fenner &
Smith Incorporated. The Depositor maintains its principal office at 250
Vesey Street, World Financial Center, New York, New York 10281. Its
telephone number is (212) 449-0336.

The Depositor will have no ongoing servicing obligations or
responsibilities with respect to any Credit Card Receivables or Underlying
Securities. The Depositor does not have and does not expect to have any
significant assets.

As specified in the related Prospectus Supplement, the Administrator
with respect to any Series of Certificates and/or Notes may be an affiliate
of the Depositor. The Depositor anticipates that it will acquire Underlying
Securities in the open market or in privately negotiated transactions. Such
acquisition may be made through or from one or more affiliates of the
Depositor.

Neither the Depositor, the underwriters nor any of their respective
affiliates will insure or guarantee the Underlying Securities or the
Certificates and/or Notes of any Series.

USE OF PROCEEDS

The Depositor will apply all or substantially all of the net proceeds
from the sale of each Series of Securities offered hereby and by the related
Prospectus Supplement for one or more of the following purposes: (i) to
purchase the related Assets, (ii) to repay indebtedness which has been
incurred to obtain funds to acquire such Assets, (iii) to establish a Pre-
Funding Account for such Series, (iv) to establish any Reserve Account
described in the related Prospectus Supplement, and (v) to pay costs of
structuring and issuing such Securities, including the costs of obtaining any
Enhancement.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Set forth below is a discussion of certain material U.S. federal income
tax consequences of the purchase, ownership and disposition of the
Securities. This discussion does not purport to deal with all aspects of
U.S. federal income taxation that may be relevant to holders of the
Securities in light of their personal investment circumstances, nor to
certain types of holders subject to special treatment under the U.S. federal
income tax laws (for example, banks, life insurance companies and tax-exempt
organizations any dealers in Securities). As specified in each Prospectus
Supplement, the Trust will be provided with an opinion of Brown & Wood LLP
("Federal Tax Counsel") regarding certain federal income tax matters
discussed below. An opinion of Federal Tax Counsel, however, is not binding
on the Internal Revenue Service (the "IRS") or the courts. No ruling on any
of the issues discussed below will be sought from the IRS. Taxpayers and
preparers of tax returns (including those filed by any partnership or other
issuer) should be aware that under applicable Treasury Regulations a provider
of advice on specific issues of law is not considered an income tax return
preparer unless the advice is (i) given with respect to events that have
occurred at the time the advice is rendered and is not given with respect to
the consequences of contemplated actions, and (ii) is directly relevant to
the determination of an entry on a tax return. Prospective investors are
advised to consult their own tax advisors with regard to the U.S. federal
income tax consequences of holding and disposing of the Securities, as well
as the tax consequences arising under the laws of any state, foreign country
or other jurisdiction. This discussion is based upon present provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial or ruling authority, all of which are
subject to change, which change may be retroactive.

The Securities of a Series may be classified for U.S. federal income tax
purposes as (i) indebtedness, (ii) an ownership interest in some or all of
the assets included in the Trust for a Series or (iii) otherwise specified in
the Prospectus Supplement for such Series.

As used herein, the term United States person means a beneficial owner
of a Security that is for U.S. federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership (including an
entity treated as a partnership or corporation for federal income tax
purposes) created or organized in or under the laws of the United States or
any state thereof or the District of Columbia, (unless in the case of a
partnership as otherwise provided by applicable Treasury regulations), (iii)
an estate whose income is subject to United States federal income tax
regardless of its source, or (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust
and one or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding clause
(iv), to the extent provided in Treasury regulations, certain trusts in
existence on August 20, 1996, and treated as United States persons under the
Code and applicable Treasury Regulations prior to such date, that elect to
continue to be treated as United States persons also will be United States
persons. As used herein, the term "non-United States person" means a
beneficial owner of a Security that is not a United States person.

TREATMENT OF THE NOTES AS INDEBTEDNESS

The Depositor will agree, and the Noteholders will agree by their
purchase of Notes, to treat the Notes as debt for U.S. federal income tax
purposes. If so specified in the Prospectus Supplement for a Series, Federal
Tax Counsel will advise the Trust that the Notes of a Series will be
classified as debt for federal income tax purposes. The discussion below
assumes this characterization of the Notes is correct. If, contrary to the
opinion of Federal Tax Counsel, the IRS successfully asserted that one or
more of the Notes did not represent debt for U.S. federal income tax
purposes, the Notes might be treated as equity interests in the Trust. If so
treated, the Trust might be taxable as a corporation or, alternatively, as a
publicly traded partnership.

Interest Income to Noteholders. Assuming the Notes are debt obligations
for U.S. federal income tax purposes, interest thereon will be taxable as
ordinary income for U.S. federal income tax purposes when received by
Noteholders utilizing the cash basis method of accounting and when accrued by
Noteholders utilizing the accrual method of accounting. Interest received on
the Notes may also constitute "investment income" for purposes of certain
limitations of the Code concerning the deductibility of investment interest
expense. In addition, a Noteholder who buys a Security for less than its
principal amount (assuming the Note is issued without OID) will be subject to
the "market discount" rules of the Code, and a Noteholder who buys a Note for
more than its principal amount will be subject to the premium amortization
rules of the Code. See "-- Original Issue Discount" below for a description
of the U.S. federal income tax consequences if the Notes are issued with OID.

The Indenture Trustee will be required to report annually to the IRS,
and to each Noteholder of record, the amount of interest paid (and OID
accrued, if any) on the Notes (and the amount of interest withheld for U.S.
federal income taxes, if any) for each calendar year, except as to exempt
holders. See "-- Backup Withholding" herein.

The Code currently provides for a top marginal tax rate applicable to
ordinary income of individuals of 39.6%.

Original Issue Discount. The following summary is a general discussion
of the U.S. federal income tax consequences to Noteholders who are United
States persons owning Notes issued with original issue discount ("OID Notes"
and "OID", respectively). It is based upon income tax regulations (the "OID
Regulations") under Code Sections 1271 through 1273 and 1275.

In general, the OID with respect to any OID Note will equal the
difference between the principal amount of the Note and its issue price
(defined as the initial offering price to the public at which price a
substantial amount of the OID Notes have been sold), if such excess is 0.25%
or more of the OID Note's principal amount multiplied by the number of
complete years to its maturity (the "de minimis amount"). Even if such
excess is less than the de minimis amount, if a failure to pay interest
currently on the Notes is not a default it is possible that all stated
interest could be treated as principal for this purpose (and for purposes of
the computations described below) with the result that the Notes could be
viewed as OID Notes. Holders of OID Notes must include OID in income for
U.S. federal income tax purposes as it accrues under a method that takes
account of the compounding of interest, in advance of receipt of the related
cash payments.

In general, each Noteholder of an OID Note, whether such Noteholder uses
the cash or accrual method of accounting for tax purposes, will be required
to include in ordinary gross income the sum of the "daily portions" of OID on
the Note for each day during the taxable year that the Noteholder owns the
Note. The daily portion of OID on an OID Note is determined by allocating to
each day in any "accrual period" a ratable portion of the original issue
discount allocable to that accrual period. In the case of an initial
Noteholder, the amount of original issue discount on an OID Note allocable to
each accrual period is determined by (i) multiplying the "adjusted issue
price" (as defined below) of the Note by a fraction, the numerator of which
is the annual yield to maturity of such Note and the denominator of which is
the number of accrual periods in a year, and (ii) subtracting from the
product the amount of interest paid during that accrual period. The
"adjusted issue price" of an OID Note at the beginning of any accrual period
will be the sum of its issue price and the amount of OID allocable to all
prior accrual periods, minus the amount of all payments (other than payments
of qualified stated interest) previously made with respect to the OID Note.
As a result of such "constant yield" method of including OID income, the
amounts so includible in income are lower in the early years and greater in
the later years than the amounts that would be includible on a straightline
basis. Under the Code, OID is calculated and accrued using prepayment
assumptions where payments on a debt instrument may be accelerated by reason
of prepayments (or to the extent provided in regulations, by reason of other
events). Moreover, the legislative history to the provisions provides that
the same prepayment assumptions used to price a debt instrument to be used to
calculate OID, as well as to accrue market discount and amortize premium. If
a prepayment assumption is or may be required, the prepayment assumption the
issuer intends to use for tax reporting purposes will be specified in the
relevant Prospectus Supplement.

In the event that a Noteholder purchases an OID Note at an "acquisition
premium," i.e., at a price in excess of the issue price, plus the OID accrued
prior to acquisition and minus any principal payments made with respect to
the OID Note prior to acquisition, the amount includible in income in each
taxable year as OID will be reduced by that portion of the premium properly
allocable to such year. Moreover, a Noteholder who purchases an OID Note at
a price less than the price described in the preceding sentence will be
subject to the market discount rules of the Code.

A Noteholder's tax basis in an OID Note generally will be the
Noteholder's cost increased by any OID included in income (and market
discount, if any, if the Noteholder has elected to include accrued market
discount in income on a current basis) and decreased by the amount of any
principal payment received with respect to the OID Note. Gain or loss on the
sale, exchange or redemption of an OID Note generally will be long-term
capital gain or loss if the OID Note has been held for more than a year
except to the extent that such gain represents accrued market discount not
previously included in the Noteholder's income.

If an early amortization event occurs with respect to the Underlying
Securities, any early payments of principal as a result of either such event
could result in acceleration of income corresponding to a portion of the
unaccrued OID.

Contingent Payment Securities. Where the Notes have been issued with
contingent interest and, as a result, would be subject to the contingent
payment rules under the original issue discount ("OID") provisions of the
Code, a Prospectus Supplement will so provide. Under the contingent payment
debt rules, the timing of the recognition of income (including original issue
discount, market discount and premium) depends on the issue price of the
Notes and the terms of the contingencies.

Effects of Defaults and Delinquencies. Holders of Notes that are
treated as debt for U.S. federal income tax purposes will be required to
report income with respect to such Notes under an accrual method without
giving effect to delays and reductions in distributions attributable to a
default or delinquency on the Primary Assets, except possibly to the extent
that it can be established that such amounts are uncollectible. As a result,
the amount of income (including OID) reported by a holder of such a Note
in any period could significantly exceed the amount of cash distributed
to such holder in that period. The holder will eventually be allowed a
loss (or will be allowed to report a lesser amount of income) to the extent
that the aggregate amount of distributions on the Note is reduced as a result
of a Primary Asset default. However, the timing and character of such losses
or reductions in income are uncertain and, accordingly, holders of Notes
should consult their own tax advisors on this point.

Sale or Exchange. A Noteholder's tax basis in its Note is the price
such holder pays for a Note, plus amounts of original issue or market
discount included in income and reduced by any payments received (other than
qualified stated interest payments) and any amortized premium. Gain or loss
recognized on a sale, exchange, or redemption of a Note, measured by the
difference between the amount realized and the Note's basis as so adjusted,
will generally be a capital gain or loss, assuming that the Note is held as a
capital asset.

A portion of any gain from the sale of a Note that might otherwise be
capital gain may be treated as ordinary income to the extent such Note is
held as part of a "conversion transaction" within the meaning of Code Section
1258. A conversion transaction generally is one in which the taxpayer has
taken two or more positions in Notes or similar property that reduce or
eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in such
transaction. The amount of gain realized in a conversion transaction that
may be recharacterized as ordinary income generally will not exceed the
amount of interest that would have accrued on the taxpayer's net investment
in such transaction at 120% of the appropriate "applicable Federal rate"
(which rate is computed and published monthly by the IRS), subject to
appropriate reduction (to the extent provided in regulations to be issued) to
reflect prior inclusion of interest or other ordinary income items from the
transaction.

The Taxpayer Relief Act of 1997 reduces the maximum rates on long-term
capital gains recognized on capital assets held by individuals taxpayers for
more than eighteen months as of the date of disposition to 20% (and would
further reduce the maximum rates on such gains in the year 2001 and
thereafter for certain individual taxpayers who meet specified conditions).
Gain recognized by individual taxpayers on assets held more than twelve but
not more than eighteen months continue to be taxed at a 28% rate.

Foreign Investors. If so specified in the Prospectus Supplement for a
Series, Federal Tax Counsel will give its opinion that the Notes of a Series
of Securities will properly be classified as debt for U.S. federal income tax
purposes. If the Notes are treated as debt:

(a) interest paid to a non-United States person would be exempt
from U.S. withholding taxes (including backup withholding taxes),
provided the holder complies with applicable identification requirements
(and does not actually or constructively own 10% or more of the voting
stock of the Depositor and is not a controlled foreign corporation with
respect to the Depositor). Applicable identification requirements will
be satisfied if there is delivered to a securities clearing organization
(or bank or other financial institution that holds the Notes on behalf
of the customer in the ordinary course of its trade or business) (i) IRS
Form W-8 signed under penalties of perjury by the beneficial owner of
such Notes stating that the holder is not a United States person and
providing such holder's name and address, (ii) IRS Form 1001 signed by
the beneficial owner of such Notes or such owner's agent claiming
exemption from withholding under an applicable tax treaty, or (iii) IRS
Form 4224 signed by the beneficial owner of such Notes of such owner's
agent claiming exemption from withholding of tax on income connected
with the conduct of a trade or business in the United States; provided
in any such case (x) the applicable form is delivered pursuant to
applicable procedures and is properly transmitted to the United States
entity otherwise required to withhold tax and (y) none of the entities
receiving the form has actual knowledge that the holder is a United
States person or that any certification on the form is false. Final
regulations dealing with withholding tax on income paid to foreign
persons and related matters (the "New Withholding Regulations will
generally be effective for payments made after December 31, 1998,
subject to certain transaction rules. Prospectus Non-U.S. Holders are
strongly urged to consult their own tax advisors with respect to the New
Withholding Regulations;

(b) a holder of a Note who is a non-United States person will not
be subject to U.S. federal income tax on gain realized on the sale,
exchange or redemption of such Note, provided that (i) such gain is
attributable to an office or other fixed place of business maintained by
the holder in the United States, (ii) in the case of a holder that is an
individual, such holder is not present in the United States for 183 days
or more during the taxable year in which such sale, exchange or
redemption occurs and (iii) in the case of gain representing accrued
interest, the conditions described in clause (a) are satisfied; and

(c) a Note held by an individual who at the time of death is a
nonresident alien will not be subject to United States federal estate
tax as a result of such individual's death if, immediately before his
death, (i) the individual did not actually or constructively own 10% or
more of the voting stock of the Depositor and (ii) the holding of such
Note was not effectively connected with the conduct by the decedent of a
trade or business in the United States.

If the IRS were to contend successfully that a Series of Securities are
interests in a partnership (not taxable as a corporation), a Noteholder that
is a non-United States person might be required to file a U.S. individual or
corporate income tax return and pay tax on its share of partnership income at
regular U.S. rates, including, in the case of a corporation, the branch
profits tax (and would be subject to withholding tax on its share of
partnership income). If the Notes are recharacterized as interests in an
association taxable as a corporation or a "publicly traded partnership"
taxable as a corporation, to the extent distributions on the Notes were
treated as dividends, would generally be taxed on the gross amount of such
dividends (and subject to withholding) at a rate of 30% unless such rate were
reduced by an applicable treaty.

Backup Withholding. A Noteholder may, under certain circumstances, be
subject to "backup withholding" at a rate of 31% with respect to
distributions or the proceeds of a sale of Notes to or through brokers that
represent interest or OID on the Notes. This withholding generally applies
if the holder of a Note (i) fails to furnish the Indenture Trustee with its
taxpayer identification number ("TIN"); (ii) furnishes the Indenture Trustee
an incorrect TIN; (iii) fails to report properly interest, dividends or other
"reportable payments" as defined in the Code; or (iv) under certain
circumstances, fails to provide the Indenture Trustee or such holder's
securities broker with a certified statement, signed under penalty of
perjury, that the TIN provided is its correct number and that the holder is
not subject to backup withholding. Backup withholding will not apply,
however, with respect to certain payments made to Noteholders, including
payments to certain exempt recipients (generally, holders that are
corporations, tax-exempt organizations, qualified pension and profit-sharing
trusts, individual retirement accounts, or non-United States persons who
provide certification as to their status as non-United States persons) and to
certain non-United States persons. Each nonexempt Noteholder will be
required to provide, under penalties of perjury, a certificate on IRS Form
W-9 containing such holder's name, address, federal taxpayer identification
number and a statement that such holder is not subject to backup withholding.
Should a nonexempt Noteholder fail to provide the required certification, the
Trustee will be required to withhold (or cause to be withheld) 31% of the
interest (and principal) otherwise payable to the holder, and remit the
withheld amounts to the IRS as credit against the holder's federal income tax
liability. Holders of the Notes should consult their tax advisers as to
their qualification for exemption from backup withholding and the procedure
for obtaining the exemption.

The New Withholding Regulations would alter the foregoing rules in
certain respects. In particular, the Final Regulations provide certain
presumptions under which non-United States persons may be subject to
information reporting and backup withholding in the absence of required
certification. Non-United States persons who are Noteholders should consult
their own tax advisors regarding the application of information reporting and
backup withholding in their particular situations, the availability of an
exemption therefrom and the procedure for obtaining such an exemption, if
available.

The Indenture Trustee will report to the Noteholders and to the
Administrator for each calendar year the amount of any "reportable payments"
during such year and the amount of tax withheld, if any, with respect to
payments on the Notes. The Indenture Trustee will furnish or make available,
within a reasonable time after the end of each calendar year, to each
Noteholder or each person holding a Note on behalf of a Noteholder at any
time during such year, such information as the Indenture Trustee deems
necessary or desirable to assist Noteholders in preparing their federal
income tax returns.

TAX STATUS AS A PARTNERSHIP

General. If specified in the related Prospectus Supplement, to the
extent there is more than one Certificateholder the Trust relating to the
Series of Certificates will receive an opinion from Federal Tax Counsel that
the Trust will be classified as a partnership for U.S. federal income tax
purposes and not as an association or publicly traded partnership taxable as
a corporation (assuming compliance with the Certificateholders'
representations or deemed representations, as the case may be) in such case,
the Certificateholders will agree by their purchase of Certificates, to treat
the Trust as a partnership for purposes of U.S. federal and state income tax,
franchise tax and any other tax measured in whole or in part by income, with
the assets of the partnership being the assets held by the Trust, the
partners of the partnership being the Certificateholders and the Notes being
debt of the partnership. See "--Treatment of Trust as a Disregarded Entity"
for discussion of U.S. federal income tax consequences of all Certificates
being held by one person. It should be noted that to the extent the Trust is
classified as a partnership for U.S. federal income tax purposes Certificates
should not be held by tax-exempt entities (including pension funds). To such
an entity, income from partnership interests would be "unrelated business
taxable income." In addition, because of certain potentially adverse
consequences, to the extent the Trust is classified as a partnership for U.S.
federal income tax purposes, Certificates cannot be held by non-U.S. persons.
Accordingly, if the Trust is so classified, transfers of Certificates to non-
U.S. persons will be null and void ab initio.

Under the provisions of Subchapter K, a partnership is not considered a
separate taxable entity. Instead, partnership income is taxed directly to
the partners and each partner generally is viewed as owning a direct
undivided interest in each partnership asset. The partnership is generally
treated as an entity, however, for computing partnership income, determining
the tax consequences of transactions between a partner and the partnership,
and characterizing the gain on the sale or exchange of a partnership
interest. The following discussion is a summary of some of the material U.S.
federal income tax consequences of classifying the Trust as a partnership.
Prospective owners of Certificates should consult their own tax advisors
regarding the U.S. federal income tax consequences discussed below, as well
as any other material U.S. federal income tax consequences that may result
from applying the provisions of Subchapter K to the ownership and transfer of
a Certificate.

Partnership Taxation. As a partnership, the Trust will not be subject
to U.S. federal income tax. Rather, each Certificateholder will be required
to separately take into account such holder's allocated share of income,
gains, losses, deductions and credits of the Trust . The Trust's income will
consist primarily of proceeds from the Underlying Securities (including
appropriate adjustments for market discount, OID and bond premium), proceeds
of Eligible Investments, payments made by the Swap Counterparty to the Trust
under the Swap Agreement (if so specified in the Prospectus Supplement), and
amounts realized by the Indenture Trustee upon the sale or other liquidation
of Underlying Securities or Eligible Investments. The Trust's deductions
will consist primarily of interest accruing with respect to the Notes,
payments made to the Swap Counterparty under the Swap Agreement, other fees,
and losses or deductions upon collection or disposition of the Underlying
Securities or Eligible Investments.

It is important to note that cash basis holders may in effect be
required to report income from the Certificates on an accrual basis and
Certificateholders may become liable for taxes on the Trust's income even if
they have not received cash from the Trust to pay such taxes. In addition,
because tax allocations and tax reporting will be done on a uniform basis for
all Certificateholders but Certificateholders may be purchasing Certificates
at different times and at different prices, Certificateholders may be
required to report on their tax returns taxable income that is greater or
less than the amount reported to them by the Trust.

An individual taxpayer's share of expenses of the Trust (not including
interest expenses) are miscellaneous itemized deductions which are deductible
to the extent they exceed two percent of the individual's adjusted gross
income. Accordingly, such deductions might be disallowed to the individual
in whole or in part and might result in such holder being taxed on an amount
of income that exceeds the amount of cash actually distributed to such holder
over the life of the Issuer.

Computation of Income. Taxable income of the Trust will be computed at
the Trust level and then allocated pro rata to the Certificateholders.
Consequently, the method of accounting for taxable income will be chosen by,
and any elections (such as those described above with respect to the market
discount rules) will be made by, the Trust rather than the
Certificateholders. The Trust intends, to the extent possible, to have the
taxable income of the Trust computed under the accrual method of accounting.
To the extent that OID, if any, on the Underlying Securities exceeds a de
minimis amount, the Trust would have OID income. Moreover, if the purchase
price paid by the Trust for the Underlying Securities is greater or less than
the remaining principal balance of the Underlying Securities at the time of
purchase, the Underlying Securities will have been acquired at a premium or
discount, as the case may be. If the Trust acquires the Underlying
Securities at a market discount or premium, the Trust will elect to include
any such discount in income currently as it accrues over the life of the
Underlying Securities or to offset any such premium against interest income
on the Underlying Securities. In addition, the Trust intends to adopt a
calendar-year taxable year for computing the taxable income of the Trust.
The tax year of the Trust, however, is generally determined by reference to
the tax years of the Certificateholders. As a result, an owner of a
Certificate would be required to include its pro rata share of Trust income
for a taxable year as determined by the Trust in such Certificateholder's
gross income for its taxable year in which the taxable year of the Trust
ends.

Determining the Bases of Trust Assets. The Trust will become a
partnership on the first date when the Trust Certificates are held by more
than one person. On that date, each of the Certificateholders should be
treated as having purchased a pro rata share of the assets of the Trust
(subject to the liability for the Notes) followed immediately by a deemed
contribution of such assets to the newly formed partnership. The
partnership's basis in the Trust's assets would therefore equal the sum of
the Certificateholders' bases in their respective interests in the Trust's
assets immediately prior to the deemed contribution to the partnership. To
the extent that the fair market value of the assets deemed contributed to the
partnership varied from the bases of such assets to the partnership, the
allocation of taxable income to the Certificateholders would be adjusted in
accordance with Code Section 704(c) to account for such variations.

Pursuant to final regulations issued on May 9, 1997 under Code Section
708, a sale or exchange of 50% or more of the capital and profits in a
partnership within a 12 month period would cause a deemed contribution of
assets of the partnership (the "old partnership") to a new partnership (the
"new partnership") in exchange for interests in the new partnership. Such
interests would be deemed distributed to the partners of the old partnership
in liquidation thereof, which would not constitute a sale or exchange.
Accordingly, under these new regulations, if the Trust were characterized as
a partnership and a sale of Certificates terminated the partnership under
Code Section 708, the purchaser's basis in its ownership interest would not
change.

Tax Treatment of Swap Agreements. If so specified in a Prospectus
Supplement, the Trust will enter into one or more Swap Agreements. The
Internal Revenue Service (the "IRS") has issued regulations that address the
timing of income and deductions with respect to certain notional principal
contracts (the "Swap Regulations"). In general, the Swap Agreements should
constitute notional principal contracts within the meaning of the Swap
Regulations. The Swap Regulations generally require that ratable daily
portion of net payments accruing under a notional principal contract within a
taxable year to be deducted from or included in income for that year, despite
actual payment or receipt in the following taxable year. Accordingly, the
Certificateholders will be required to include in income their pro rata share
of the Trust's income or deduction attributable to a Swap Agreement
recognized in a given year even if the Certificateholder is a cash method
taxpayer. Under the terms of a Swap Agreement, a Certificateholder could be
treated as making or receiving an upfront "nonperiodic payment" as that term
is defined in the Swap Regulations. Such a characterization could result in
a recognizing income less than or in excess of amounts actually received
under the Swap Agreement throughout the life of the Swap Agreement. In
addition, under the Swap Regulations, if a Swap Agreement is assigned by any
Swap Counterparty, the Certificateholders may be required to recognize gain
or loss on such assignment as though the Swap Agreement had been terminated
and a new Swap Agreement had been entered into. The Certificateholders will
be required to account for any Swap breakage fees paid or received pursuant
to the Swap Agreement as ordinary income or deduction unless the Swap
Agreement constitutes "personal property" under Code Section 1092(d) (i.e., a
contract based on the same or substantially similar specified indices
constitute personal property of a type which is "actively traded" within the
meaning of Code Section 1092(d)). If the Swap Agreement constitutes personal
property under Code Section 1092(d) and the Swap breakage fees constitute a
termination payment within the meaning of Code Section 1234A, any Swap
breakage fees paid or received pursuant to the Swap Agreement prior to the
end of the term of the Swap Agreement would constitute capital gain or loss.
It is possible that one or more of the Swap Agreements entered into by the
Trust, although documented as such, will not constitute notional principal
contracts under the Swap Regulations. In such a case, the substance of the
Swap Agreement will govern how it is treated for U.S. federal income tax
purposes.

Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of Certificates in an amount equal to the difference
between the amount realized and the seller's tax basis in the Certificates
sold. To the extent the Trust is characterized as a partnership, a
Certificateholder's tax basis in a Certificate will generally equal the
holder's cost increased by the holder's share of the Trust's income
(includible in gross income) and decreased by any distributions received with
respect to such Certificate. In addition, both the tax basis in the
Certificate and the amount realized on a sale of a Certificate would include
the holder's share of the Notes and others liabilities of the Trust. A
holder acquiring Certificates at different prices may be required to maintain
a single aggregate adjusted tax basis in such Certificates, and, upon sale or
other disposition of some of the Certificates, allocate a pro rata portion of
such aggregate tax basis to the Certificates sold (rather than maintaining a
separate tax basis in each Certificate for purposes of computing gain or loss
on a sale of that Certificate).

Any gain on the sale of a Certificate attributable to the holder's share
of unrecognized accrued market discount on the Underlying Securities would
generally be treated as ordinary income to the holder and could give rise to
special tax reporting requirements.

If a Certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions
described above) over the life of the Certificates that exceeds the aggregate
cash distributions with respect thereto, such excess will generally give rise
to a capital loss upon the retirement of the Certificates.

Allocations Between Transferors and Transferees. In general, the
Trust's taxable income and losses will be determined monthly and the tax
items for a particular calendar month will be apportioned among the
Certificateholders in proportion to the principal amount of Certificates
owned by them as of the close of the last day of such month. As a result, a
holder purchasing Certificates may be allocated tax items (which will affect
the tax liability and tax basis of the holder) attributable to periods before
the actual transaction.

The use of such a monthly convention may not be permitted by existing
laws and regulations. If a monthly convention is not allowed (or only
applies to transfers of less than all of the partner's interest), taxable
income or losses of the Trust might be reallocated among the
Certificateholders. The Administrator is authorized to revise the Trust's
method of allocation between transferors and transferees to conform to a
method permitted by future laws, regulations or other IRS guidance.

Code Section 754 Election. In the event that a Certificateholder sells
a Certificate at a profit (or loss), the purchasing Certificateholder will
have a higher (or lower) basis in the Certificate than the selling
Certificateholder had. The tax basis of the Trust's assets will not be
adjusted to reflect that higher (or lower) basis unless the Trust were to
file an election under Code Section 754. In order to avoid the
administrative complexities that would be involved in keeping accurate
accounting records, as well as potentially onerous information reporting
requirements, the Trust will not make such election. As a result,
Certificateholders might be allocated a greater or lesser amount of Trust
income than would be appropriate based on their own purchase price for
Certificates.

Administrative Matters. The Administrator will be required to prepare
and file a partnership information return (IRS Form 1065) signed by the Tax
Matters Partner with the IRS for each taxable year of the Issuer and will
report each Certificateholder's allocable share of items of the Trust's
income and expense to Certificateholders and the IRS on Schedule K-1. The
Tax Matters partner is the partner with the largest profits interest in the
partnership at the close of the taxable year involved (or, where there is
more than one such partner, the partner whose name would appear first in an
alphabetical listing). The Administrator will provide the Schedule K-1
information to nominees that fail to provide the Administrator with the
information statement described in Code Section 6031, and such nominees will
be required to forward such information to the beneficial owners of the
Certificates. Generally, Certificateholders must file returns that are
consistent with the information returns filed by the Trust or be subject to
penalties unless the Certificateholder notifies the IRS of all such
inconsistencies. In addition to signing the partnership return the Tax
Matters Partner will have certain administrative responsibilities in the
event the partnership is audited by the IRS.

Treatment of Trust as a Disregarded Entity. If specified in the related
Prospectus Supplement, to the extent there is only one Certificateholder, the
Trust will be disregarded as an entity separate from the Certificateholder
for U.S. federal income tax purposes. The Certificateholder will be treated
as owning the assets of the Trust directly and all income, losses, deductions
and credits of the Trust will be treated as those of the Certificateholder.
A cash basis Certificateholder may in effect be required to report income
from the Certificates on an accrual basis and may become liable for taxes on
Trust income even if it has not received cash from the Trust to pay such
taxes. In addition, to the extent the Certificateholder is an individual,
expenses (not including interest expenses) are miscellaneous itemized
deductions which are deductible to the extent they exceed two percent of the
individual's gross income. Accordingly, such deductions might be disallowed
to the individual in whole or in part and might result in such holder being
taxed on an amount of income that exceeds the amount of cash actually
distributed to such holder over the life of the Trust. See "--Computation of
Income" and "--Payments under the Swap Agreement" herein for a description of
other U.S. federal income tax consequences of owning the assets of Trust.

TAX STATUS AS A GRANTOR TRUST

General. If specified in the related Prospectus Supplement, in the
opinion of Federal Tax Counsel, the Trust relating to a Series of
Certificates will be classified for U.S. federal income tax purposes as a
grantor trust under Subpart E, Part 1 of Subchapter J of Chapter 1 of
subtitle A of the Code and not as an association taxable as a corporation
(the Certificates of such Series, "Pass-Through Securities"). In some Series
there will be no separation of the principal and interest payments on the
Securities. In such circumstances, a Certificateholder will be considered to
have purchased a pro rata undivided interest in the Securities. In other
cases ("Stripped Securities"), sale of the Certificates will produce a
separation in the ownership of all or a portion of the principal payments
from all or a portion of the interest payments on the Securities.

Each Certificateholder must report on its U.S. federal income tax return
its share of the gross income derived from the Securities (not reduced by the
amount payable as fees to the Indenture Trustee, the Owner Trustee or the
Administrator and similar fees (collectively, the "Servicing Fee")), at the
same time and in the same manner as such items would have been reported under
the Certificateholder's tax accounting method had it held its interest in the
Securities directly, received directly its share of the amounts received with
respect to the Securities, and paid directly its share of the servicing fees.
In the case of Pass-Through Securities other than Stripped Securities, such
income will consist of a pro rata share of all of the income derived from all
of the Securities and, in the case of Stripped Securities, such income will
consist of a pro rata share of the income derived from each stripped bond or
stripped coupon in which the Certificateholder owns an interest. The
Certificateholder will generally be entitled to deduct servicing fees under
Code Section 162 or Code Section 212 to the extent that such servicing fees
represent "reasonable" compensation for the services rendered by the
Indenture Trustee, the Owner Trustee or the Administrator (or third parties
that are compensated for the performance of services). In the case of a
noncorporate holder, however, servicing fees (to the extent not otherwise
disallowed, e.g., because they exceed reasonable compensation) will be
deductible in computing such holder's regular tax liability only to the
extent that such fees, when added to other miscellaneous itemized
deductions, exceed 2% of adjusted gross income and may not be deductible
to any extent in computing such holder's alternative minimum tax liability.
In addition, the amount of itemized deductions otherwise allowable for the
taxable year for an individual whose adjusted gross income exceeds the
applicable amount will be reduced by the lesser of (i) 3% of the excess of
adjusted gross income over the applicable amount or (ii) 80% of the
amount of itemized deductions otherwise allowable for such taxable year.

The Code currently provides for a top marginal tax rate applicable to
ordinary income of individuals of 39.6%.

Discount or Premium on Pass-Through Securities. Discount on a Pass-
Through Security represents OID or market discount. In the case of a
Underlying Security with OID in excess of a prescribed de minimis amount or a
Stripped Security, a holder of a Certificate will be required to report as
interest income in each taxable year its share of the amount of OID that
accrues during the year.

Stripped Securities. A Stripped Security may represent a right to
receive only a portion of the interest payments on a Underlying Security (a
"Stripped Coupon"), a right to receive only principal payments on a
Underlying Security or a right to receive certain payments of both interest
and principal (a "Stripped Bond"). Pursuant to Code Section 1286, the
separation of ownership of the right to receive some or all of the interest
payments on an obligation from ownership of the right to receive some or all
of the principal payments results in the creation of "stripped bonds" with
respect to principal payments and "stripped coupons" with respect to interest
payments. Code Section 1286 applies the OID rules to stripped bonds and
stripped coupons. For purposes of computing OID, a Stripped Bond or a
Stripped Coupon is treated as a debt instrument issued on the date that such
stripped interest is purchased with an issue price equal to its purchase
price or, if more than one stripped interest is purchased, the ratable share
of the purchase price allocable to such stripped interest.

The Code, OID Regulations and judicial decisions provide no direct
guidance as to how the interest and OID rules are to apply to Stripped
Securities. Although the tax treatment of Stripped Securities is not
entirely clear, a Stripped Bond Certificate generally should be treated as a
single debt instrument issued on the day it is purchased for purposes of
calculating any OID (although a technical reading of the Code would require
each Underlying Security or each payment on an Underlying Security to be
treated as a separate debt instrument.

Generally, under Treasury regulations (the "Section 1286 Treasury
Regulations"), if the discount on a Stripped Bond Certificate is larger than
a de minimis amount (as calculated for purposes of the OID rules of the Code)
such Stripped Bond Certificate will be considered to have been issued with
OID. Based on the preamble to the Section 1286 Treasury Regulations, it
appears that stated interest on a Stripped Bond Certificate will be treated
as "qualified stated interest" within the meaning of the Section 1286
Treasury Regulations and such income will be so treated in the Owner
Trustee's or the Indenture Trustee's, as applicable tax information
reporting.

Under the foregoing rules, if it is anticipated that Stripped Bond
Certificates will be considered to be issued with de minimis OID, then the
OID will therefore be considered to be zero. Stripped Coupon Certificates
will be issued with OID. If Stripped Bond Certificates are issued with OID,
the rules described in this paragraph would apply. Generally, the owner of a
Stripped Security issued or acquired with OID must include in gross income
the sum of the "daily portions," as defined below, of the OID on such
Stripped Security for each day on which it owns a Stripped Security,
including the date of purchase but excluding the date of disposition. In the
case of an original Stripped Security holder, the daily portions of OID with
respect to a Stripped Security generally would be determined as follows. A
calculation will be made of the portion of OID that accrues on the Stripped
Security during each successive monthly accrual period (or shorter period in
respect of the date of original issue or the final Distribution Date) that
ends on the earlier to occur of the day in the calendar year corresponding to
each Distribution Date or the last day of the related accrual period. This
will be done, in the case of each full monthly accrual period, by adding (i)
the present value of all remaining payments to be received on the Stripped
Security and (ii) any payments received during such accrual period, and
subtracting from that total the "adjusted issued price" of the Stripped
Security at the beginning of such accrual period. The "adjusted issue price"
of a Stripped Security at the beginning of the first accrual period is its
issue price (as determined for purposes of the original issue discount
rules of the Code) and the "adjusted issue price" of a Stripped
Security at the beginning of a subsequent accrual period is the
"adjusted issued price" at the beginning of the immediately preceding
that accrual period and reduced by the amount of any payment made at the end
of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine
the daily portion of OID for each day in the period. With respect to an
initial accrual period shorter than a full monthly accrual period, the daily
portions of OID must be determined according to an appropriate allocation
under either an exact or approximate method set forth in proposed Treasury
regulations with respect to OID, or some other reasonable method, provided
that such method is consistent with the method used to determine the yield to
maturity of the Stripped Security.

Tax Treatment of Swap Agreements. If so specified in the Prospectus
Supplement, the Trust will enter into one or more Swap Agreements. The
Internal Revenue Service (the "IRS") has issued regulations that address the
timing of income and deductions with respect to certain notional principal
contracts (the "Swap Regulations"). In general, the Swap Agreements should
constitute notional principal contracts within the meaning of the Swap
Regulations. The Swap Regulations generally require that ratable daily
portion of net payments accruing under a notional principal contract within a
taxable year to be deducted from or included in income for that year, despite
actual payment or receipt in the following taxable year. Accordingly, the
Certificateholders will be required to include in income their pro rata share
of the Trust's income or deduction attributable to a Swap Agreement
recognized in a given year even if the Certificateholder is a cash method
taxpayer. Under the terms of a Swap Agreement, a Certificateholder could be
treated as making or receiving an upfront "nonperiodic payment" as that term
is defined in the Swap Regulations. Such a characterization could result in
a recognizing income less than or in excess of amounts actually received
under the Swap Agreement throughout the life of the Swap Agreement. In
addition, under the Swap Regulations, if a Swap Agreement is assigned by any
Swap Counterparty, the Certificateholders may be required to recognize gain
or loss on such assignment as though the Swap Agreement had been terminated
and a new Swap Agreement had been entered into. The Certificateholders will
be required to account for any Swap breakage fees paid or received pursuant
to the Swap Agreement as ordinary income or deduction unless the Swap
Agreement constitutes "personal property" under Code Section 1092(d) (i.e., a
contract based on the same or substantially similar specified indices
constitute personal property of a type which is "actively traded" within the
meaning of Code Section 1092(d)). If the Swap Agreement constitutes personal
property under Code Section 1092(d) and the Swap breakage fees constitute a
termination payment within the meaning of Code Section 1234A, any Swap
breakage fees paid or received pursuant to the Swap Agreement prior to the
end of the term of the Swap Agreement would constitute capital gain or loss.
It is possible that one or more of the Swap Agreements entered into by the
Trust, although documented as such, will not constitute notional principal
contracts under the Swap Regulations. In such a case, the substance of the
Swap Agreement will govern how it is treated for U.S. federal income tax
purposes.

Sale or Exchange. A Certificateholder's tax basis in its Certificate is
the price such holder pays for a Certificate, plus amounts of original issue
or market discount included in income and reduced by any payments received
(other than qualified stated interest payments) and any amortized premium.

Gain or loss recognized on a sale, exchange, or redemption of a
Certificate, measured by the difference between the amount realized and the
Certificate's basis as so adjusted, will generally be capital gain or loss,
assuming that the Certificate is held as a capital asset. Gain or loss from
the sale of a Grantor Trust Certificate that might otherwise be capital gain
may be treated as ordinary income to the extent such Certificate is held as
part of a "conversion transaction" within the meaning of Code Section 1258.
A conversion transaction generally is one in which the taxpayer has taken two
or more positions in Certificates or similar property that reduce or

eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in such
transaction. The amount of gain realized in a conversion transaction that
may be recharacterized as ordinary income generally will not exceed the
amount of interest that would have accrued on the taxpayer's net investment
in such transaction at 120% of the appropriate "applicable Federal rate"
(which rate is computed and published monthly by the IRS), subject to
appropriate reduction (to the extent provided in regulations to be issued) to
reflect prior inclusion of interest or other ordinary income items from the
transaction.

Foreign Investors. Under the Code, unless interest (including OID) paid
on a Certificate is considered to be "effectively connected" with a trade or
business conducted in the United States by a non-United States person, such
interest will normally qualify as portfolio interest (except where (i) the
recipient is a holder, directly or by attribution, of 10% or more of the
capital or profits interest in the issuer of the Securities, or (ii) the
recipient is a controlled foreign corporation to which the issuer of the
Securities is a related person) and will be exempt from U.S. federal income
tax. Upon receipt of appropriate ownership statements, the issuer normally
will be relieved of obligations to withhold tax from such interest payments.
These provisions supersede the generally applicable provisions of United
States law that would otherwise require the issuer to withhold at a 30% rate
(unless such rate were reduced or eliminated by an applicable tax treaty) on,
among other things, interest and other fixed or determinable, annual or
periodic income paid to Nonresidents. See "Certain Federal Income Tax
Consequences -- Treatment of Notes as Indebtedness -- Foreign Investors"
above. Holders of Pass-Through Securities and Stripped Securities, however,
may be subject to withholding to the extent that the Securities were
originated on or before July 18, 1984.

Final Treasury Regulations issued October 6, 1997 and effective for
payments made after December 31, 1998 would alter the foregoing rules in
certain respects. In particular, the Final Regulations provide certain
presumptions under which non-United States persons may be subject to
information reporting and backup withholding in the absence of required
certification. Non-United States persons of the Notes should consult their
own tax advisors regarding the application of information reporting and
backup withholding in their particular situations, the availability of
exemption therefrom and the procedure for obtaining such an exemption, if
available.

FASIT SECURITIES

General

The FASIT provisions of the Code were enacted by the Small Business Job
Protection Act of 1996 and create a new elective statutory vehicle for the
issuance of debt securities including mortgage-backed and asset-backed
securities. Although the FASIT provisions of the Code became effective on
September 1, 1997, no Treasury regulations or other administrative guidance
have been issued with respect to those provisions. Accordingly, definitive
guidance cannot be provided with respect to many aspects of the tax treatment
of FASIT Securityholders. Investors also should note that the FASIT
discussion contained herein constitutes only a summary of the U.S. federal
income tax consequences to holders of FASIT Securities. With respect to each
Series of FASIT Securities, the related Prospectus Supplement will provide a
detailed discussion regarding the U.S. federal income tax consequences
associated with the particular transaction.

FASIT Securities will be classified as either FASIT Regular Securities,
which generally will be treated as debt for U.S. federal income tax purposes,
or FASIT Ownership Securities, which generally are not treated as debt for
such purposes, but rather as representing rights and responsibilities with
respect to the taxable income or loss of the related Series FASIT. The
Prospectus Supplement for each Series of Securities will indicate whether one
or more FASIT elections will be made for that Series and which Securities of
such Series will be designated as Regular Securities, and which, if any, will
be designated as Ownership Securities.

Qualification as a FASIT

The Trust underlying a Series (or one or more designated pools of assets
held in the Trust) will qualify under the code as a FASIT in which the FASIT
Regular Securities and the FASIT Ownership Securities will constitute the
"regular interests" and the "ownership interests," respectively, if (i) a
FASIT election is in effect, (ii) certain tests concerning (A) the
composition of the FASIT's assets and (B) the nature of the Securityholders'
<PAGE>
interests in the FASIT are met on a continuing basis, and (iii) the Trust is
not a regulated investment company as defined in Code Section 851(a).

Asset Composition

In order for a Trust (or one or more designated pools of assets held by
a Trust) to be eligible for FASIT status, substantially all of the assets of
the Trust (or the designated pool) must consist of "permitted assets" as of
the close of the third month beginning after the closing date and at all
times thereafter (the "FASIT Qualification Test"). Permitted assets include
(i) cash or cash equivalents, (ii) debt instruments with fixed terms that
would qualify as regular interests if issued by a Real Estate Mortgage
Investment Conduct as defined in Code Section 860D ("REMIC") (generally,
instruments that provide for interest at a fixed rate, a qualifying variable
rate, or a qualifying interest-only ("IO") type rate), (iii) foreclosure
property, (iv) certain hedging instruments (generally, interest and currency
rate swaps and credit enhancement contracts) that are reasonably required to
guarantee or hedge against the FASIT's risks associated with being the
obligor on FASIT interests, (v) contract rights to acquire qualifying debt
instruments or qualifying hedging instruments, (vi) FASIT regular interests,
and (vii) REMIC regular interests. Permitted assets do not include any debt
instruments issued by the holder of the FASIT's ownership interest or by any
person related to such holder.

Interests in a FASIT

In addition to the foregoing asset qualification requirements, the
interests in a FASIT also must meet certain requirements. All of the
interests in a FASIT must belong to either of the following: (i) one or more
classes of regular interests or (ii) a single class of ownership interest
that is held by a fully taxable domestic C corporation. In the case of
Series that include FASIT Ownership Securities, the ownership interest will
be represented by the FASIT Ownership Securities.

A FASIT interest generally qualifies as a regular interest if (i) it is
designated as a regular interest, (ii) it has a stated maturity no greater
than thirty years, (iii) it entitles its holder to a specified principal
amount, (iv) the issue price of the interest does not exceed 125% of its
stated principal amount, (v) the yield to maturity of the interest is less
than the applicable Treasure rate published by the Service plus 5%, and (vi)
if it pays interest, such interest is payable at either (a) a fixed rate with
respect to the principal amount of the regular interest or (b) a permissible
variable rate with respect to such principal amount. Permissible variable
rates for FASIT regular interests are the same as those for REMIC regular
interests (i.e., certain qualified floating rates and weighted average
rates). Interest will be considered to be based on a permissible variable
rate if generally, (i) such interest is unconditionally payable at least
annually, (ii) the issue price of the debt instrument does not exceed the
total noncontingent principal payments and (iii) interest is based on a
"qualified floating rate," an "objective rate," a combination of a single
fixed rate and one or more "qualified floating rate," one "qualified inverse
floating rate," or a combination of "qualified floating rates" that do not
operate in a manner that significantly accelerates or defers interest
payments on such FASIT Regular Security.

If a FASIT Security fails to meet one or more of the requirements set
out in clauses (iii), (iv), or (v) above, but otherwise meets the above
requirements, it may still qualify as a type of regular interest known as a
"High-Yield Interest." In addition, if a FASIT Security fails to meet the
requirement of clause (vi), but the interest payable on the Security consists
of a specified portion of the interest payments on permitted assets and that
portion does not vary over the life of the Security, the Security also will
qualify as a High-Yield Interest. A High-Yield Interest may be held only by
domestic C corporations that are fully subject to corporate income tax
("Eligible Corporations"), other FASITs, and dealers in securities who
acquire such interests as inventory, rather than for investment. In
addition, holders of High-Yield Interests are subject to limitations on
offset of income derived from such interest. See "Certain Federal Income Tax
Consequences -- FASIT Securities -- Tax Treatment of FASIT Regular Securities
- -- Treatment of High-Yield Interests."

Consequences of Disqualification

If a Series FASIT fails to comply with one or more of the Code's ongoing
requirements for FASIT status during any taxable year, the Code provides that
its FASIT status may be lost for that year and thereafter. If FASIT status
is lost, the treatment of the former FASIT and the interests therein for U.S.
federal income tax purposes is uncertain. The former FASIT might be treated
as a grantor trust, as a separate association taxation as a corporation, or
as a partnership. The FASIT Regular Securities could be treated as debt
instruments for federal income tax purposes or as equity interests. Although
the Code authorizes the Treasury to issue regulations that address situations
where a failure to meet the requirements for FASIT status occurs
inadvertently and in good faith, such regulations have not yet been issued.
It is possible that disqualification relief might be accompanied by
sanctions, such as the imposition of a corporate tax on all or a portion of
the FASIT's income for the period of time in which the requirements for FASIT
status are not satisfied.

Tax Treatment of FASIT Regular Securities

General. Payments received by holders of FASIT Regular Securities
generally should be accorded the same tax treatment under the Code as
payments received on other taxable debt instruments. Holders of FASIT
Regular Securities must report income from such Securities under an accrual
method of accounting, even if they otherwise would have used the cash
receipts and disbursements method. Except in the case of FASIT Regular
Securities issued with original issue discount or acquired with market
discount or premium, interest paid or accrued on a FASIT Regular Security
generally will be treated as ordinary income to the Securityholder and a
principal payment on such Security will be treated as a return of capital to
the extent that the Securityholder's basis is allocable to that payment.
FASIT Regular Securities issued with original issue discount or acquired with
market discount or premium generally will treat interest and principal
payments on such Securities in the same manner described for Notes. See
"Certain Federal Income Tax Consequences -- Taxation of Debt Securities --
Original Issue Discount," above. For purposes of accruing original issue
discount and market discount and amortizing premium, a prepayment assumption
is required to be used. The prepayment assumption the Issuer intends to use
will be set forth in the related Prospectus Supplement. High-Yield
Securities may be held only by Eligible Corporations, other FASITs, and
certain securities dealers. Holders of High-Yield Securities are subject to
limitations on their ability to use current losses or net operating loss
carryforwards or carrybacks to offset any income derived from those
Securities.

FASIT Regular Securities held by a Thrift Institution taxed as a
"domestic building and loan association" will represent qualifying assets for
purposes of the qualification requirements set forth in Code Section
7701(a)(19) to the same extent the REMIC Securities would be so considered.
In addition, FASIT Regular Securities held by a financial institution to
which Code Section 585 applies will be treated as evidences of indebtedness
for purposes of Code Section 582(c)(1). FASIT Securities will not qualify as
"Government securities" for either REIT or RIC qualification purposes.

Sale, Exchange or Redemption. If a FASIT Regular Security is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal
to the difference between the amount realized on the sale, exchange,
redemption, or retirement and the seller's adjusted basis in the FASIT
Regular Security. Such adjusted basis generally will equal the cost of the
FASIT Regular Security to the seller, increased by any OID and market
discount included in the seller's gross income with respect to the FASIT
Regular Security, and reduced (but not below zero) by payments included in
the stated redemption price at maturity previously received by the seller and
by any amortized premium. Similarly, a holder who receives a payment that is
part of the stated redemption price at maturity of a FASIT Regular Security
will recognize gain equal to the excess, if any, of the amount of the payment
over the holders' adjusted basis in the FASIT Regular Security. A FASIT
Regular Securityholder who receives a final payment that is less than the
holder's adjusted basis in the FASIT Regular Security will generally
recognize a loss. Except as provided in the following paragraph and as a
provided under "--Market discount" above, any such gain or loss will capital
gain or loss, provided that the FASIT Regular Security is held as a "capital
asset" (generally, property held for investment) within the meaning of Code
Section 1221.

The Certificates will constitute "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the
sale of a FASIT Regular Security by a bank or a thrift institution to which
such Section applies will be ordinary income or loss.

The FASIT Regular Security information reports will include a statement
of the adjusted issue price of the FASIT Regular Security at the beginning of
each accrual period. In addition, the reports will include information
necessary to compute the accrual of any market discount that may arise upon
secondary trading of FASIT Regular Securities. Because exact computation of
the accrual of market discount on a constant yield method would require
information relating to the holder's purchase price which the FASIT may not
have, it appears that the information reports will only require information
pertaining the appropriate proportionate method of accruing market discount.

Treatment of High-Yield Interest

High-Yield Interests are subject to special rules regarding the
eligibility of holders of such interest, and the ability of such holders to
offset income derived from their FASIT Security with losses. High-Yield
Interest may be held only by Eligible Corporations, other FASITs, and dealers
in securities who acquire such interests as inventory. If a securities
dealer (other than an Eligible Corporation) initially acquires a High-Yield
Interests as inventory, but later begins to hold it for investment, the
dealer will be subject to an excise tax equal to the income from the High-
Yield Interest multiplied by the highest corporate income tax rate. In
addition, transfers of High-Yield Interest to disqualified holders will be
disregarded for federal income tax purposes, and the transferor will continue
to be treated as the holder of the High-Yield Interest.

The holder of a High-Yield Interest may not use non-FASIT current losses
or net operating loss carryforwards or carrybacks to offset any income
derived from the High-Yield Interests, for either regular federal income tax
purposes or for alternative minimum tax purposes. In addition, the FASIT
provisions contain an anti-abuse rule that imposes corporate income tax on
income derived from a FASIT Regular Security that is held by a pass-through
entity (other than another FASIT) that issues debt or equity securities
backed by the FASIT Regular Security and that have the same features as High-
Yield Interests.

Tax Treatment of FASIT Ownership Securities

A FASIT Ownership Security represents the residual equity interest in a
FASIT. As such, the holder of a FASIT Ownership Security determines its
taxable income by taking into account all assets, liabilities, and items of
income, gain, deduction, loss, and credit of a FASIT. In general, the
character of the income to the holder of a FASIT Ownership Interest will be
the same as the character of such income to the FASIT, except that any tax-
exempt interest income taken into account by the holder of a FASIT Ownership
Interest is treated as ordinary income. In determining that taxable income,
the holder of a FASIT Ownership Security must determine the amount of
interest, original issue discount, market discount, and premium recognized
with respect to the FASIT's assets and the FASIT Regular Securities issued by
the FASIT according to a constant yield methodology and under an accrual
method of accounting. In addition, holders of FASIT Ownership Securities are
subject to the same limitations on their ability to use losses to offset
income from their FASIT Securities as are holders of High-Yield Interest.
See "Certain Federal Income Tax Consequences -- FASIT Securities -- Tax
Treatment of FASIT Regular Securities -- Treatment of High-Yield Interest."

Rules similar to the wash sale rules applicable to REMIC Residual
Securities also will apply to FASIT Ownership Securities. Accordingly,
losses on dispositions of a FASIT Ownership Security generally will be
disallowed where, within six months before or after the disposition, the
seller of such Security acquires any other FASIT Ownership Security that is
economically comparable to a FASIT Ownership Security. In addition, if any
security that is sold or contributed to a FASIT by the holder of the related
FASIT Ownership Security was required to be marked-to-market under Code
Section 475 by such holder, then Code Section 475 will continue to apply to
such securities, except that the amount realized under the mark-to-market
rules will be the greater of the securities' value under the marked-to-market
rules or the securities' value after applying special valuation rules
contained in the FASIT provision. Those special valuation rules generally
require that the value of debt instruments that are not traded on an
established securities market be determined by calculating the present value
of the reasonably expected payments under the instrument using a discount
rate of 120% of the applicable Federal rate, compounded semiannually.

The holder of a FASIT Ownership Security will be subject to a tax equal
to 100% of the net income derived by the FASIT from any "prohibited
transactions." Prohibited transactions include (i) the receipt of income
derived from assets that are not permitted assets, (ii) certain dispositions
of permitted assets, (iii) the receipt of any income derived from any loan
originated by a FASIT, and (iv) in certain cases, the receipt of income
representing a servicing fee or other compensation. Any Series for which a
FASIT election is made generally will be structured in order to avoid
application of the prohibited transaction tax.

Backup Withholding

Holders of FASIT Securities will be subject to backup withholding to the
same extent holders of Notes would be subject. See "Certain Federal Income
Tax Consequences -- Treatment of Notes as Indebtedness -- Backup
Withholding."

STATE TAX CONSIDERATIONS

In addition to the U.S. federal income tax consequences described in
"Certain Federal Income Tax Considerations," potential investors should
consider the state income tax consequences of the acquisition, ownership and
disposition of the Securities. State income tax law may differ substantially
from the corresponding federal law, and this discussion does not purport to
describe any aspect of the income tax laws of any state. Therefore,
potential investors should consult their own tax advisors with respect to the
various state tax consequences of an investment in the Securities.

ERISA CONSIDERATIONS

Section 406 of ERISA and Code Section 4975 prohibit a pension,
profit-sharing or other employee benefit plan, as well as individual
retirement accounts and certain types of Keogh Plans (each a "Benefit Plan"),
from engaging in certain transactions with persons that are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect
to such Benefit Plan. A violation of these "prohibited transaction" rules
may result in an excise tax or other penalties and liabilities under ERISA
and the Code for such persons.

Certain transactions involving a Trust might be deemed to constitute
prohibited transactions under ERISA and the Code with respect to a Benefit
Plan that purchased Notes or Certificates if assets of the Trust were deemed
to be assets of the Benefit Plan. Under a regulation issued by the United
States Department of Labor (the "Plan Assets Regulation"), the assets of a
Trust would be treated as plan assets of a Benefit Plan for the purposes of
ERISA and the Code only if the Benefit Plan acquired an "equity interest" in
the Trust and none of the exceptions contained in the Plan Assets Regulation
was applicable. An equity interest is defined under the Plan Assets
Regulation as an interest other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity
features. The likely treatment in this context of Notes and Certificates of
a given series will be discussed in the related Prospectus Supplement.

Employee benefit plans that are governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33)
of ERISA) are not subject to ERISA requirements.

A plan fiduciary considering the purchase of Securities of a given
series should consult its tax and/or legal advisors regarding whether the
assets of the related Trust would be considered plan assets, the possibility
of exemptive relief from the prohibited transaction rules and other issues
and their potential consequences.

PLAN OF DISTRIBUTION

On the terms and conditions set forth in an underwriting agreement or
underwriting agreements with respect to the Notes, if any, and the
Certificates, if any, of a Series (collectively, the "Underwriting
Agreement"), the Depositor will agree to cause the related Trust to sell to
the underwriters named therein and in the related Prospectus Supplement, and
each of such underwriters will, severally and not jointly, agree to purchase,
the principal amount of each class of Notes and Certificates, as the case may
be, of such Series set forth therein and in the related Prospectus
Supplement.

In the Underwriting Agreement with respect to any Series of Securities,
the several underwriters will agree, subject to the terms and conditions set
forth therein, to purchase all the Notes and Certificates, as the case may
be, described therein which are offered hereby and by the related Prospectus
Supplement if any of such Notes and Certificates, as the case may be, are
purchased.

Each Prospectus Supplement will either (i) set forth the price at which
each Class of Notes and Certificates, as the case may be, being offered
thereby will be offered to the public and any concessions that may be offered
to certain dealers participating in the offering of such Notes and
Certificates or (ii) specify that the related Notes and Certificates, as the
case may be, are to be resold by the underwriters in negotiated transactions
at varying prices to be determined at the time of such sale. After the
initial public offering of any such Notes and Certificates, such public
offering prices and such concessions may be changed.

Each Underwriting Agreement will provide that the Depositor will
indemnify the underwriters against certain civil liabilities, including
liabilities under the Securities Act, or contribute to payments the several
underwriters may be required to make in respect thereof.

Each Trust may, from time to time, invest the funds in its Trust
Accounts in Eligible Investments acquired from such underwriters, the
Depositor or an affiliate of any of them.

Pursuant to each Underwriting Agreement with respect to a Series of
Securities, the closing of the sale of any Class of Securities subject to
such Underwriting Agreement will be conditioned on the closing of the sale of
all other such Classes of Securities of that Series.

LEGAL MATTERS

Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Certificates and the Notes will be
passed upon for the Depositor and for the underwriters by Brown & Wood LLP,
New York, New York.

INDEX OF PRINCIPAL TERMS
(TO BE REVISED)

Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 21
acquisition premium . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
adjusted issue price . . . . . . . . . . . . . . . . . . . . . . . . 29, 36
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
applicable Federal rate . . . . . . . . . . . . . . . . . . . . . . . 30, 37
Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Cede . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 17
CEDEL Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Certificate Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Collateral Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Credit Card Receivables . . . . . . . . . . . . . . . . . . . . . . . . 5, 21
daily portions . . . . . . . . . . . . . . . . . . . . . . . . . . . 28, 36
de minimis amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Definitive Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Depositaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 26
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
DTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Eligible Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Enhancements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Enhancer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Euroclear Operator . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Euroclear Participants . . . . . . . . . . . . . . . . . . . . . . . . . 17
FASIT Qualification Test . . . . . . . . . . . . . . . . . . . . . . . . 38
Federal Tax Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 27
Finance Charge Receivables . . . . . . . . . . . . . . . . . . . . . . . 21
Funding Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Indirect Participants . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Interchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
IO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27, 33
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
new partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Non-United States person . . . . . . . . . . . . . . . . . . . . . . . . 27
nonperiodic payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Nonresidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Noteholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
OID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28, 29
OID Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
OID Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
old partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, 16
Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Pass-Through Securities . . . . . . . . . . . . . . . . . . . . . . . . . 35
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 14
personal property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Plan Assets Regulation . . . . . . . . . . . . . . . . . . . . . . . . . 42
Pre-Funded Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Principal Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 21
prohibited transactions . . . . . . . . . . . . . . . . . . . . . . . . . 42
Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Removed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 1286 Treasury Regulations . . . . . . . . . . . . . . . . . . . . 36
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Security Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Stripped Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Stripped Coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Stripped Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Subsequent Transfer Date . . . . . . . . . . . . . . . . . . . . . . . . 23
Subsequent Underlying Securities . . . . . . . . . . . . . . . . . . . . . 6
Swap Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . 18
TIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
UCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Underlying Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Underlying Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Underlying Securities . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5
Underlying Securities Prospectus . . . . . . . . . . . . . . . . . . . . . 8
Underlying Securities Trustee . . . . . . . . . . . . . . . . . . . . . . . 6
Underlying Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 6, 20
Underlying Transferor . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Underlying Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Underlying Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 42

ANNEX I
GLOBAL CLEARANCE, SETTLEMENT
AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Securities
(the "Global Securities") will be available only in book-entry form. If so
specified in the related Prospectus Supplement, investors in the Global
Securities may hold such Global Securities through The Depository Trust
Company ("DTC") (in the United States) or, solely in the case of (i)
Certificates issued by a Trust that is a grantor trust and (ii) Notes, CEDEL
or Euroclear (in Europe) if they are participants of such systems, or
indirectly through organizations which are participants in such systems. The
Global Securities will be tradeable as home market instruments in both the
European and U.S. domestic markets. Initial settlement and all secondary
trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities
through CEDEL and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.

Secondary cross-market trading between CEDEL or Euroclear and DTC
participants holding Global Securities will be effected on a delivery-
against-payment basis through Citibank, N.A. ("Citibank") and Morgan Guaranty
Trust Company of New York ("Morgan") as the respective depositaries of CEDEL
and Euroclear and as participants in DTC.

Non-U.S. holders of Global Securities will be exempt from U.S.
withholding taxes, provided that such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing
organizations or their participants.

INITIAL SETTLEMENT

All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global
Securities will be represented through financial institutions acting on their
behalf as direct and indirect participants in DTC. As a result, CEDEL and
Euroclear will hold positions on behalf of their participants through their
respective depositaries, Citibank and Morgan, which in turn will hold such
positions in accounts as participants of DTC.

Investors electing to hold their Global Securities through DTC will
follow the settlement practices applicable to securities previously issued by
the Depositor. Investor securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through CEDEL or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global
security and no "lock-up" or restricted period. Global Securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired
value date.

Trading between DTC participants. Secondary market trading between DTC
participants will be settled using the procedures applicable to securities
previously issued by the Depositor in same-day funds.

Trading between CEDEL and/or Euroclear participants. Secondary market
trading between CEDEL participants and/or Euroclear participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.

Trading between DTC seller and CEDEL or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC participant
to the account of a CEDEL participant or a Euroclear participant the
purchaser will send instructions to CEDEL or Euroclear through a participant
at least one business day prior to settlement. CEDEL or Euroclear will
instruct Citibank or Morgan, respectively as the case may be, to receive the
Global Securities against payment. Payment will include interest accrued on
the Global Securities from and including the last coupon payment date to and
excluding the settlement date. For transactions settling on the 31st day of
the month, payment will include interest accrued to and excluding the first
day of the following month. Payment will then be made by Citibank or Morgan
to the DTC participant's account against delivery of the Global Securities.
After settlement has been completed, the Global Securities will be credited
to the respective clearing system and by the clearing system, in accordance
with its usual procedures, to the CEDEL participant's or Euroclear
participant's account. The Global Securities credit will appear the next day
(European time) and the cash debit will be back-valued to, and the interest
on the Global Securities will accrue from, the value date (which would be the
preceding day when settlement occurred in New York). If settlement is not
completed on the intended value date (i.e., the trade fails), the CEDEL or
Euroclear cash debit will be valued instead as of the actual settlement date.

CEDEL participants and Euroclear participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to
preposition funds for settlement, either from cash on hand or existing lines
of credit, as they would for any settlement occurring within CEDEL or
Euroclear. Under this approach, they may take on credit exposure to CEDEL or
Euroclear until the Global Securities are credited to their accounts one day
later.

As an alternative, if CEDEL or Euroclear has extended a line of credit
to them, participants can elect not to preposition funds and allow that
credit line to be drawn upon to finance settlement. Under this procedure,
CEDEL participants or Euroclear participants purchasing Global Securities
would incur overdraft charges for one day, assuming they cleared the
overdraft when the Global Securities were credited to their accounts.
However, interest on the Global Securities would accrue from the value date.
Therefore, in many cases the investment income on the Global Securities
earned during that one-day period may substantially reduce or offset the
amount of such overdraft charges, although this result will depend on each
participant's particular cost of funds.

Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending Global Securities
to Citibank or Morgan for the benefit of CEDEL participants or Euroclear
participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC participant a cross-market transaction
will settle no differently than a trade between two DTC participants.

Trading between CEDEL or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, CEDEL and Euroclear participants may
employ their customary procedures for transactions in which Global Securities
are to be transferred by the respective clearing system, through Citibank or
Morgan, to a DTC participant. The seller will send instructions to CEDEL or
Euroclear through a participant at least one business day prior to
settlement. In these cases, CEDEL or Euroclear will instruct Citibank or
Morgan, as appropriate, to deliver the bonds to the participant's account
against payment. Payment will include interest accrued on the Global
Securities from and including the last coupon payment date to and excluding
the settlement date. For transactions selling on the 31st day of the month,
payment will include interest accrued to and excluding the first day of the
following month. The payment will then be reflected in the account of the
CEDEL participant or Euroclear participant the following day, and receipt of
the cash proceeds in the CEDEL or Euroclear participant's account would be
back-valued to the value date which would be the preceding day, when
settlement occurred in New York. Should the CEDEL or Euroclear participant
have a line of credit with its respective clearing system and elect to
be in debit in anticipation of receipt of the sale proceeds in its
account, back-valuation will extinguish any overdraft charges incurred
over that one-day period. If settlement is not completed on the intended
value date (i.e., the trade fails), receipt of the cash proceeds in the
CEDEL or Euroclear participant's account would instead be valued as of the
actual settlement date.

Finally, day traders that use CEDEL or Euroclear and that purchase
Global Securities from DTC participants for delivery to CEDEL participants or
Euroclear participants should note that these trades would automatically fail
on the sale side unless affirmative action were taken. At least three
techniques should be readily available to eliminate this potential problem.

(1) borrowing through CEDEL or Euroclear for one day (until the purchase
side of the day trade is reflected in their CEDEL or Euroclear accounts) in
accordance with the clearing system's customary procedures;

(2) borrowing the Global Securities in the U.S. from a DTC participant
no later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their CEDEL or Euroclear
account in order to settle the sale side of the trade; or

(3) staggering the value dates for the buy and sell sides of the trade
so that the value date for the purchase from the DTC participant is at least
one day prior to the value date for the sale to the CEDEL participant or
Euroclear participant.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

A holder of Global Securities holding securities through CEDEL or
Euroclear (or through DTC if the holder has an address outside the U.S.) will
be subject to the 30% U.S. withholding tax that generally applies to payments
of interest (including original issue discount) on registered debt issued by
U.S. persons, unless such holder takes one of the following steps to obtain
an exemption or reduced tax rate:

Exemption for non-U.S. persons (Form W-8). Non U.S. persons that
are beneficial owners can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign
Status).

Exemption for non-U.S. persons with effectively connected income
(Form 4224). A non-U.S. person, including a non-U.S. corporation or
bank with a U.S. branch, for which the interest income is effectively
connected with its conduct of a trade or business in the United States,
can obtain an exemption from the withholding tax by filing Form 4224
(exemption from withholding of Tax on Income Effectively Connected with
the Conduct of a Trade or Business in the United States).

Exemption or reduced rate for non-U.S.persons resident in treaty
countries (Form 1001). Non-U.S. persons that are beneficial owners
residing in a country that has a tax treaty with the United States can
obtain an exemption or reduced tax rate (depending on the treaty terms)
by filing Form 1001 (Ownership, Exemption or Reduced Rate
(Certificate)). If the treaty provides only for a reduced rate,
withholding tax will be imposed at that rate unless the filer
alternately files Form W-8, Form 1001 may be filed by the beneficial
owner or his agent.

Exemption for U.S. persons (Form W-9). U.S. persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Request
for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The Global Security
holder, or in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom he
holds (the clearing agency, in the case of persons holding directly on
the books for the clearing agency). Form W-8 and Form 1001 are effective
for three calendar years and Form 4224 is effective for one calendar
year.

This summary does not deal with all aspects of federal income tax
withholding that may be relevant to foreign holders of these Global
Securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of these Global
Securities.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

Expenses in connection with the offering of the Securities being
registered herein are estimated as follows:

SEC registration fee $304
Legal fees and expenses
Accounting fees and expenses
Blue sky fees and expenses
Rating agency fees
Trustee's fees and expenses
Printing
Miscellaneous
----------
Total $
___________________
* All amounts except the SEC Registration Fee are estimates of
expenses incurred or to be incurred.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ML Asset Backed Corporation (the "Registrant") has undertaken in its
articles of incorporation and bylaws to indemnify, to the maximum extent
permitted by the Delaware General Corporation Law as from time to time
amended, any currently acting or former director, officer, employee and agent
of the Registrant against any and all liabilities incurred in connection with
their services in such capacities.

ITEM 16. EXHIBITS.

* 1.1 Form of Underwriting Agreement
* 3.1 Articles of Incorporation of the Registrant
* 3.2 Bylaws of the Registrant
* 4.1 Form of Trust Agreement (including form of Certificates)
* 4.2 Form of Indenture (including form of Notes)
* 5.1 Opinion of Brown & Wood LLP with respect to legality
* 8.1 Opinion of Brown & Wood LLP with respect to certain federal income
tax matters
*10.1 Form of Administration Agreement
*23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1)
*23.2 Consent of Brown & Wood LLP (included in Exhibit 8.1)
24.1 Power of Attorney (included on page II-3)
*25.1 Statement of Eligibility and Qualification of Indenture Trustee on
Form T-1
___________________
* To be filed by Amendment.

ITEM 17. UNDERTAKINGS.

(a) As to Rule 415:

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the vestimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(b) As to documents subsequently filed that are incorporated by
reference:

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, as amended, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualification of trust indentures:

The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.

(f) The undersigned Registrant hereby undertakes to file in a current
report a Form 8-K or in a post-effective amendment an opinion with respect to
any Federal tax consequences material to an investor with regard to a
specific Series to be issued pursuant to this Registration Statement
where such tax consequences have not been addressed in the prospectus or the
prospectus supplement related to such Series.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, the State of New York, on
November 10, 1997.

ML ASSET BACKED CORPORATION

By: /s/ Michael M. McGovern
----------------------------------------
Name: Michael M. McGovern
Title: Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Jack Ross, Michael J. Normile, Peter
Cerwin and Michael M. McGovern or any of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
him and his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Michael J. Normile President, Chairman of the Board and Director November 10, 1997
(Principal Executive Officer)
(Michael J. Normile)

/s/ Thomas Layton Chief Financial Officer (Principal November 10, 1997
Financial Officer and Principal Accounting
(Thomas Layton) Officer)

/s/ Jack Ross Vice President and Director November 10, 1997

(Jack Ross)
November __, 1997
Director
(Donald Puglisi)

</TABLE>

EXHIBIT INDEX

Exhibit Description Page
- ------- ----------- ----

1.1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of the Registrant*
3.2 Bylaws of the Registrant*
4.1 Form of Trust Agreement (including form of Certificates)*
4.2 Form of Indenture (including form of Notes)*
5.1 Opinion of Brown & Wood LLP with respect to legality*
8.1 Opinion of Brown & Wood LLP with respect to certain federal income tax
matters*
10.1 Form of Administration Agreement*
23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1)*
23.2 Consent of Brown & Wood LLP (included in Exhibit 8.1)*
24.1 Power of Attorney (included on Page II-3)
25.1 Statement of Eligibility and Qualification of Indenture Trustee on Form
T-1*

*To be filed by Amendment.

(FOR AMENDMENT NO. 1) Registration No. ( )

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------------------

_____________TRUSTS
(Issuer with respect to the Securities)

ML ASSET BACKED CORPORATION
(Sponsor of the Trusts described herein)
(Exact name of Registrant as specified in its charter)

----------------------------------

EXHIBIT VOLUME