SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                   FORM 10-K/A

                                 AMENDMENT NO.1

                                  ANNUAL REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

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

For the fiscal year ended:                               Commission file number:
  December 31, 2002                                              001-16549

                          MERRILL LYNCH DEPOSITOR, INC.
                 (ON BEHALF OF PREFERREDPLUS TRUST SERIES NAI-1)
             (Exact name of registrant as specified in its charter)

                    Delaware                           13-3891329
                 (State or other                   (I. R. S. Employer
                 jurisdiction of                   Identification No.)
                 incorporation)


             World Financial Center,                      10080
               New York, New York                      (Zip Code)
              (Address of principal
               executive offices)

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

       Registrant's telephone number, including area code: (212) 449-1000

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

PreferredPlus Trust Certificates, Series NAI-1, Listed On The New York Stock
Exchange

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

Not Applicable.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or


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for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
form 10-K.

                                 Yes [ ]   No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                                 Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter.

Not Applicable.

Indicate the number of shares outstanding for each of the registrant's class of
common stock, as of the latest practicable date.

Not Applicable.



                       DOCUMENTS INCORPORATED BY REFERENCE

None.


                                EXPLANATORY NOTE

Merrill Lynch Depositor, Inc. (on behalf of PreferredPLUS Trust Series NAI-1)
hereby amends its Annual Report for the fiscal year ended December 31, 2002 in
its entirety as set forth below.

         PART I

         Item 1.           Business

                           For information with respect to the underlying
                           securities held by PreferredPLUS Trust Series NAI-1,
                           please refer to The News Corporation


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                           Limited's (Commission file number 001-09141) periodic
                           reports, including annual reports on Form 10-K,
                           quarterly reports on Form 10-Q and current reports on
                           Form 8-K, and other information on file with the
                           Securities and Exchange Commission (the "SEC"). You
                           can read and copy these reports and other information
                           at the public reference facilities maintained by the
                           SEC at Room 1024, 450 Fifth Street, NW, Washington,
                           D.C. 20549. You may obtain copies of this material
                           for a fee by writing to the SEC's Public Reference
                           Section of the SEC at 450 Fifth Street, NW,
                           Washington, D.C. 20549. You may obtain information
                           about the operation of the Public Reference Room by
                           calling the SEC at 1-800-SEC-0330. You can also
                           access some of this information electronically by
                           means of the SEC's website on the Internet at
                           http://www.sec.gov, which contains reports, proxy and
                           information statements and other information that the
                           underlying securities issuer and the underlying
                           securities guarantor have filed electronically with
                           the SEC.

                                    Although we have no reason to believe the
                           information concerning the guarantee and underlying
                           securities or the underlying securities guarantor and
                           the underlying securities issuer contained in the
                           underlying securities guarantor's Exchange Act
                           reports is not reliable, neither the depositor nor
                           the trustee participated in the preparation of such
                           documents, or made any due diligence inquiry with
                           respect to the information provided therein. No
                           investigation with respect to the underlying
                           securities guarantor and underlying securities issuer
                           (including, without limitation, no investigation as
                           to their respective financial condition or
                           creditworthiness) or of the underlying securities and
                           guarantee has been made. You should obtain and
                           evaluate the same information concerning the
                           underlying securities issuer and the underlying
                           securities guarantor as you would obtain and evaluate
                           if your investment were directly in the underlying
                           securities or in other securities issued by the
                           underlying securities issuer or the underlying
                           securities guarantor. There can be no assurance that
                           events affecting the underlying securities and
                           guarantee or the underlying securities issuer and
                           underlying securities guarantor have not occurred or
                           have not yet been publicly disclosed which would
                           affect the accuracy or completeness of the publicly
                           available documents described above.

         Item 2.           Properties

                           None.

         Item 3.           Legal Proceedings

                           None.

         Item 4.           Submission Of Matters To A Vote Of Security Holders



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                           None.

         PART II

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

                                    The Trust Certificates issued by
                           PreferredPlus Trust Series NAI-1 are represented by
                           one or more physical certificates registered in the
                           name of Cede & Co., the nominee of the Depository
                           Trust Company. The Trust Certificates are listed on
                           the New York Stock Exchange.

         Item 6.           Selected Financial Data

                           Not Applicable.

         Item 7.           Management's Discussion And Analysis Of Financial
                           Condition And Results Of Operations.

                           Not Applicable.

         Item 7a.          Quantitative And Qualitative Disclosures About Market
                           Risk

                           Not Applicable.

         Item 8.           Financial Statements And Supplementary Data.

                           Not Applicable.

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

                           None.

         Item 9A.          Controls and Procedures

                           The Registrant's current reports on Form 8-K filed
                           with the Securities and Exchange Commission on July
                           19, 2002 and December 10, 2002 had been filed late
                           and the principal balance and interest rate of the
                           Class A trust certificates, as set forth in the
                           distribution reports attached thereto as Exhibit 99.1
                           were incorrect, therefore such Form 8-Ks which
                           contained the incorrect principal balance and
                           interest rate were subsequently amended on Form 8-K/A
                           and filed with the Securities and Exchange Commission
                           on March 31, 2003 in order to rectify such errors.
                           The Registrant has revised its procedures so as to
                           provide reasonable assurance that its future Exchange
                           Act filings will be filed within the applicable time
                           periods.


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         PART III

         Item 10.          Directors And Executive Officers Of The Registrant

                           Not Applicable.

         Item 11.          Executive Compensation

                           Not Applicable.

         Item 12.          Security Ownership Of Certain Beneficial Owners And
                           Management And Related Stockholder Matters

                           (a)      Securities Authorized For Issuance Under
                                    Equity Compensation Plans: None.
                           (b)      Security Ownership Of Certain Beneficial
                                    Owners: None.
                           (c)      Security Ownership Of Management: Not
                                    Applicable.
                           (d)      Changes In Control: None.

         Item 13.          Certain Relationships And Related Party Transactions

                           None.

         Item 14.          Principal Accounting Fees and Services

                           Not Applicable.

         PART IV

         Item 15.          Exhibits, Financial Statement Schedules And Reports
                           On Form 8-K

                                    Attached hereto as Exhibit No. 99.1 is a
                           copy of the Trustee's Annual Compliance Certificate
                           dated March 28, 2003.

                                    Trustee's report in respect of the June 3,
                           2002 distribution to holders of the PreferredPlus
                           Trust Series NAI-1 Class A Certificates incorporated
                           herein by reference as exhibit no. 99.1 to
                           Registrant's Current Report on Form 8-K filed with
                           the Securities and Exchange Commission on July 19,
                           2002 as amended on Form 8-K/A filed with the
                           Securities and Exchange Commission on March 31, 2003.

                                    Trustee's report in respect of the December
                           2, 2002 distribution to holders of the PreferredPlus
                           Trust Series NAI-1 Class A Certificates incorporated
                           herein by reference as exhibit no. 99.1 to
                           Registrant's Current Report on Form 8-K filed with
                           the Securities and Exchange


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                           Commission on December 10, 2002 as amended on Form
                           8-K/A filed with the Securities and Exchange
                           Commission on March 31, 2003.


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                                   SIGNATURES

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

                                                 MERRILL LYNCH DEPOSITOR, INC.

         Date: February 23, 2004                 By:/s/ Michael Frank Connor
                                                    ----------------------------
                                                    Name:  Michael Frank Connor
                                                    Title: President



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I, Michael Frank Connor, certify that:

                  1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
Merrill Lynch Depositor, Inc., on behalf of PreferredPLUS Trust Series NAI-1;

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution or servicing
information required to be provided to the depositor by the trustee under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports; and

                  4. I am responsible for reviewing the activities performed by
the depositor and the trustee under the pooling and servicing, or similar,
agreement and based upon my knowledge and the annual compliance review required
under that agreement, and except as disclosed in the reports, the depositor and
trustee have each fulfilled its obligations under that agreement.

         In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: The Bank of
New York and its officers and agents.


                  Date: February 23, 2004               /s/ Michael Frank Connor
                                                        -----------------------
                                                        Michael Frank Connor
                                                        Chief Executive Officer



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