SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT
 Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
 For the fiscal year ended:
    
    Commission file number:December 31, 2008
    
    001-16569
 MERRILL LYNCH DEPOSITOR, INC.
 (ON BEHALF OF PREFERREDPLUS TRUST SERIES FRD-1)
  DELAWARE
(State or other 
jurisdiction of incorporation)
    
    13-3891329
(I. R. S. Employer
Identification No.)
 WORLD FINANCIAL CENTER,
NEW YORK, NEW YORK
(Address of principal executive offices)
    
    10080
(Zip Code)
 
  Securities registered pursuant to Section 12(b) of the Act:
     o þ
  o þ
  þ o
 o
 o o þSmaller reporting  filer o
  o þ
    DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
  ITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-31.1: CERTIFICATIONEX-99.1: TRUSTEE'S ANNUAL COMPLIANCE CERTIFICATEEX-99.2: REPORT OF DELOITTE & TOUCHE LLPEX-99.3: REPORT OF KPMG LLP  DOCUMENTS INCORPORATED BY REFERENCE
  PART I
 
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
    
    the purchase price of the trust certificates,
    
    when you acquire your trust certificates, and
    
    whether the call warrant holders exercise their
optional rights to purchase outstanding trust
certificates.
   
  3




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
    
    there is a payment default on any underlying securities,
    
    there is another type of default that accelerates the maturity of the
underlying securities, or
    
    the underlying securities issuer ceases to file Exchange Act reports.
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(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.
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31.1.
    
        Certification of Vice President of
Registrant dated  March 27, 2009,
pursuant to Rules 13a-14 and 15d-14
under the Securities Exchange Act of
1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of
2002, with respect to the
Registrants Annual Report on Form
10-K for the year ended December 31, 2008.99.1.
    
        Trustees Annual Compliance
Certificate dated  March 6, 2009.99.2.
    
        Report of Deloitte & Touche LLP,
Independent Registered Public
Accounting Firm, dated  March 23,
2009, Registrants Assertion on
Compliance with PPLUS Minimum
Servicing Standards dated March    23,
2009 and PPLUS Minimum Servicing
Standards.99.3.
    
        Report of KPMG  LLP,
Independent Registered Public
Accounting Firm, dated  March 6,
2009, The Bank of New York Mellons
Assertion on Compliance with PPLUS
Minimum Servicing Standards  dated March 6, 2009 and PPLUS Minimum Servicing
Standards.
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(b)
    
    Exhibits
  (c)
    
    Financial Statement Schedules
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SIGNATURES
  MERRILL LYNCH DEPOSITOR, INC.Date:  March 27, 2009
    By:
      /s/ Steven ONeillName:
      Steven ONeillTitle:
      Vice President 9


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