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, 2003                                      001-16569

                          MERRILL LYNCH DEPOSITOR, INC.
                 (ON BEHALF OF PREFERREDPLUS TRUST SERIES FRD-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 FRD-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


<PAGE>


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.



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 FRD-1)
hereby amends its Annual Report for the fiscal year ended December 31, 2003 in
its entirety as set forth below.

        PART I

        Item 1.     Business


                                       2


<PAGE>

                    For information with respect to the underlying securities
                    held by PreferredPLUS Trust Series FRD-1, please refer to
                    Ford Motor Company's (Commission file number 001-03950)
                    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 has filed electronically with
                    the SEC.

                    Although we have no reason to believe the information
                    concerning the underlying securities or the underlying
                    securities issuer contained in the underlying securities
                    issuer'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
                    issuer (including, without limitation, no investigation as
                    to its financial condition or creditworthiness) or of the
                    underlying securities has been made. You should obtain and
                    evaluate the same information concerning the underlying
                    securities issuer 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.
                    There can be no assurance that events affecting the
                    underlying securities or the underlying securities issuer
                    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

                    None.


                                       3

<PAGE>

        PART II

        Item 5.     Market for Registrant's Common Equity and Related
                    Stockholder Matters

                    The Trust Certificates issued by PreferredPLUS Trust Series
                    FRD-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 report on Form 8-K filed with the
                    Securities and Exchange Commission on October 22, 2003 was
                    filed late. The Registrant's annual report on Form 10-K
                    filed with the Securities and Exchange Commission on January
                    26, 2004 for the fiscal year ended December 31, 2003, and as
                    amended hereby, did not include as an exhibit (i) a trustee
                    report on compliance with the Standard Terms for Trust
                    Agreements dated February 20, 1998, as amended, between the
                    Registrant and the Trustee, (ii) an independent accountants'
                    report attesting to management's assertion that the
                    Registrant complied with its PPLUS Minimum Servicing
                    Standards and (iii) a certification by the chief executive
                    officer of the Registrant certifying to such compliance with
                    servicing standards. The Registrant has revised its
                    procedures so as to


                                       4

<PAGE>

                    provide reasonable assurance that its future Exchange Act
                    filings will be filed within the applicable time periods.


        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

                    (a)(1)   Financial Statements: Not Applicable

                    (a)(2)   Financial Statement Schedules: Not Applicable

                    (a)(3)   List of Exhibits

                    The following exhibits are filed as part of, and
                    incorporated by reference into, this Amendment No. 1 on
                    Form 10-K/A to the Registrant's Annual Report on Form 10-K:


                                       5

<PAGE>


                        31.1  Certification of President of Registrant dated
                              March 30, 2004, 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, 2003.

                        99.1. Trustee's Annual Compliance Certificate dated
                              March 30, 2004.

                        99.2. Independent Accountants' Report dated March 30,
                              2004, Management's Assertion on Compliance with
                              PPLUS Minimum Servicing Standards dated March 30,
                              2004 and PPLUS Minimum Servicing Standards.

                    (b)       Reports on Form 8-K

                              Trustee's report in respect of the May 1, 2003
                              distribution to holders of the PreferredPLUS Trust
                              Certificates Series FRD-1 incorporated herein by
                              reference as Exhibit 99.1 to Registrant's Current
                              Report on Form 8-K filed with the Securities and
                              Exchange Commission on October 22, 2003.

                              Trustee's report in respect of the November 3,
                              2003 distribution to holders of the PreferredPLUS
                              Trust Certificates Series FRD-1 incorporated
                              herein by reference as Exhibit 99.1 to
                              Registrant's Current Report on Form 8-K filed with
                              the Securities and Exchange Commission on November
                              10, 2003.

                    (c)       Exhibits

                              The Registrant hereby files as part of this
                              Amendment No. 1 on Form 10-K/A to its Annual
                              Report on Form 10-K the exhibits listed in Item
                              15(a)(3) set forth above.



                                       6



                                   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: March 30, 2004                           By:/s/ Michael Frank Connor
                                               ------------------------------
                                               Name:    Michael Frank Connor
                                               Title:   President