UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                     ----

                                   FORM 10-K

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


(Mark One)
     |x|        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934


     For the fiscal year ended December 31, 2005

                                      or

     | |        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI-
                TIES EXCHANGE ACT OF 1934

         For the transition period from ________ to ________



                 Commission File Number:           333-58504-01

                         Bear Stearns Depositor Inc.,
                                 on behalf of:
                Trust Certificates (TRUCs), Series 2001-1 Trust
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          New York                                      13-4164633
-------------------------------            ------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

     c/o U.S. Bank Trust National Association
           100 Wall Street, Suite 1600
                New York, New York                                    10005
     ----------------------------------------                      ----------
     (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (212)-272-9422
                                                     --------------

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

Title of Class                              Name of Registered Exchange
--------------                              ---------------------------
Trust Certificates (TRUCs),               New York Stock Exchange ("NYSE")
Series 2001-1, Class A-1



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<PAGE>

Securities registered pursuant to Section 12(g) of the Act:   None.

Indicate by check mark whether the registrant: (1) Has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
file 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. |X|

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 computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
NOT APPLICABLE.

The Registrant has no voting stock or class of common stock outstanding as of
the date of this report.

                      DOCUMENTS INCORPORATED BY REFERENCE

         The following documents are incorporated by reference into Part IV of
this Annual Report: The distribution reports to security holders filed on Form
8-K during the fiscal year, in lieu of reports on Form 10-Q, which include the
reports filed on Form 8-K listed in Item 15(a) hereto.

                               Introductory Note

         The registrant is the depositor under the trust agreement for the
TRUCs Certificates referenced above which are listed on the New York Stock
Exchange. The certificates represent interests only in the Trust Certificates
(TRUCs), Series 2001-1 Trust and do not represent obligations of or interests
in the depositor. The Underlying Securities for the trust are $28,800,000
principal amount of 6.50% notes issued by AT&T Corp. due 2029. Pursuant to
staff administrative positions established in Corporate Asset Backed
Corporation (available August 9, 1995), registrant is not required to respond
to various items of Form 10-K. Such items are designated herein as "Not
applicable." Distribution reports detailing receipts and distributions by the
trust are filed after each distribution date on Form 8-K in lieu of reports on
Form 10-Q.



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<PAGE>

                                    PART I

Item 1.  Business.
------------------
         Not Applicable

Item 1A. Risk Factors.
----------------------
         Not Applicable

Item 1B. Unresolved Staff Comments.
-----------------------------------
         Not Applicable

Item 2.  Properties.
--------------------
         Not Applicable

Item 3.  Legal Proceedings.
---------------------------
         None

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
         None

                                    PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and
-------------------------------------------------------------------------------
Issuer Purchases of Equity Securities.
--------------------------------------

         The Trust Certificates (TRUCs), Series 2001-1, Class A-1 certificates
are represented by one or more physical certificates registered in the name of
"Cede & Co.", the nominee of The Depository Trust Company. The 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.
---------------------------------
         Not Applicable

Item 9B. Other Information.
---------------------------
         None

                                   PART III

Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------
         Not Applicable

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<PAGE>

Item 11. Executive Compensation.
--------------------------------
         Not Applicable

Item 12. Security Ownership of Certain Beneficial Owners and Management and
----------------------------------------------------------------------------
Related Stockholder Matters.
----------------------------
         None

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------
         None

Item 14. Principal Accounting Fees and Services.
------------------------------------------------
         None

                                    PART IV

Item 15. Exhibits, Financial Statements Schedules.
--------------------------------------------------

         (a)      The following documents have been filed as part of this
                  report.

                  1.       Trustee's Distribution Statements documented on
                           Form 8-K regarding the distributions from the Trust
                           Certificates (TRUCs), Series 2001-1 Trust to the
                           certificateholders for the period from January 1,
                           2005 through and including December 31, 2005 have
                           been filed with the Securities and Exchange
                           Commission and are hereby incorporated by
                           reference. Filing dates are listed below:

         -----------------------------------------------------------------------
         Date of Report            Event                     Date Filed
         -----------------------------------------------------------------------
         March 15, 2005            Distribution Date         March 29, 2005
         -----------------------------------------------------------------------
         September 15, 2005        Distribution Date         September 30, 2005
         -----------------------------------------------------------------------

                  2.       None.

                  3.       Exhibits:

                           99.1 - Certification by Chief Executive
                           Officer/President of the registrant pursuant to 15
                           U.S.C. Section 7241, as adopted pursuant to Section
                           302 of the Sarbanes-Oxley Act of 2002.

                           99.2 - Annual Compliance Report by Trustee pursuant
                           to 15 U.S.C. Section 7241, as adopted pursuant to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

                           99.3 - Registrant's Current Report on Form 8-K
                           filed with the Securities and Exchange Commission
                           on March 29, 2005, as further described in Item
                           15(a)(1) above, is incorporated herein by
                           reference.

                           99.4 - Registrant's Current Report on Form 8-K
                           filed with the Securities and Exchange Commission
                           on September 30, 2005, as further described in Item
                           15(a)(1) above, is incorporated herein by
                           reference.

         (b)      See Item 15 (a) above.

         (c)      Not Applicable.


                                      4

<PAGE>

                                   SIGNATURE

         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, thereunto duly authorized.

            Bear Stearns Depositor Inc., acting on behalf of Trust
                   Certificates (TRUCs), Series 2001-1 Trust

                         By: /s/ Craig M. Overlander
               ------------------------------------------------
                         Name:   Craig M. Overlander
                         Title:  Chief Executive Officer/President
                         Date:   March 30, 2006




                                      5

<PAGE>



<TABLE>
<CAPTION>
                                   EXHIBIT INDEX

---------------------------------------------------------------------------------------
 Reference Number                                                      Exhibit Number
 per Item 601 of                                                           in this
  Regulation SK                  Description of Exhibits                  Form 10-K
---------------------------------------------------------------------------------------
<S>              <C>                                                       <C>
      (99.1)       Certification by Chief Executive Officer/President       99.1
                   of the registrant pursuant to 15 U.S.C. Section
                   7241, as adopted pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.
---------------------------------------------------------------------------------------
                   Annual Compliance Report by Trustee pursuant to 15
      (99.2)       U.S.C. Section 7241, as adopted pursuant to              99.2
                   Section 302 of the Sarbanes-Oxley Act of 2002.
---------------------------------------------------------------------------------------
                   Registrant's Current Report on Form 8-K filed with
                   the Securities and Exchange Commission on March
      (99.3)       29, 2005, as further described in Item 15(a)(1)          99.3
                   above, is incorporated herein by reference.
---------------------------------------------------------------------------------------
                   Registrant's Current Report on Form 8-K filed with
                   the Securities and Exchange Commission on
      (99.4)       September 30, 2005, as further described in Item         99.4
                   15(a)(1) above, is incorporated herein by
                   reference.
---------------------------------------------------------------------------------------
</TABLE>


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