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)




ý
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year ended December 31, 2008




or




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________ to ________




Commission
File
Number:              333-58504-02








Bear
Stearns Depositor Inc.,


on behalf
of:


Trust
Certificates (TRUCs), Series 2001-2 Trust





(Exact
name of registrant as specified in its charter)





New
      York
            13-7295550(State
      or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
      Employer Identification No.)





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)-623-0069




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




Title of Class
            Name of Registered
  ExchangeTrust
      Certificates (TRUCs), Series 2001-2, Class A-1
            New
      York Stock Exchange (“NYSE”)















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




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




 ̈ Yes  ý No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




 ̈ Yes  ý No




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 ý           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.  ý




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):




Large
accelerated filer  ̈         Accelerated
filer  ̈         Non-accelerated
filer ý




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




 ̈ Yes  ý No




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
2001-2 Trust and do not represent obligations of or interests in the
depositor.  The Underlying Securities for the trust are $29,000,000
principal amount of International Business Machines Corporation 7.125%
Debentures due December 1, 2096. 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.




International
Business Machines Corporation (the “Underlying Securities Issuer”) is subject to
the information reporting requirements of the Securities Exchange Act of 1934
(the “Exchange Act”).  For information on the Underlying Securities
Issuer, refer to the current and periodic reports required to be filed pursuant
to the Exchange Act by the Underlying Securities Issuer under its Exchange Act
file number, 1-2360. The Securities and Exchange Commission (the “Commission”)
maintains a site on the World Wide Web at “http://www.sec.gov” at which users
can view and download copies of reports, proxy and information statements and
other information filed






2






electronically
through the Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. Periodic and current reports and other information required
to be filed pursuant to the Exchange Act by the Underlying Securities Issuer may
be accessed on this site. Neither Bear Stearns Depositor Inc. nor the Trustee
has participated in the preparation of such reporting documents, or made any due
diligence investigation with respect to the information provided therein.
Neither Bear Stearns Depositor Inc. nor the Trustee has verified the accuracy or
completeness of such documents or reports. There can be no assurance that events
affecting the Underlying Securities Issuer or the Underlying Securities have not
occurred or have not yet been publicly disclosed which would affect the accuracy
or completeness of the publicly available documents described
above.




PART
I




Item 1.
Business.




Not
Applicable




Item 1A. Risk
Factors.




Not
Applicable




Item 1B. Unresolved Staff
Comments.




None




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 2001-2, 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






3






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.


None




Item 13.  Certain
Relationships and Related Transactions.


None




Item
14.  Principal Accounting Fees and Services.


None




PART
IV




Item
15.  Exhibits, Financial Statement
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 2001-2 Trust to the
      certificateholders for the period from January 1, 2008 through and
      including December 31, 2008 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
      FiledJune
      1, 2008
            Distribution
      Date
            June
      13, 2008December
      1, 2008
            Distribution
      Date
            December
      15, 2008







2.
            None.




3.
            Exhibits:




31.1 -
Rule 13a-14(a)/15d-14(a) (Section 302 Certification).




99.1 -
Annual Compliance Report by Trustee.




99.2 -
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 13, 2008, as further described in Item 15(a)(1) above, is
incorporated herein by reference.




99.3 -
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 15, 2008, as further described in Item 15(a)(1) above, is
incorporated herein by reference.




(b)
            See
      Item 15 (a) above.




(c)
            Not
      Applicable.








4







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 2001-2 Trust
              
              
              By:  /s/ Anthony J. Horan
              Name: Anthony
      J. Horan
              Title:  
      Chief Executive Officer/President
              Date:   March
      24, 2009








5






EXHIBIT
INDEX




Reference
              Number
      per
              Item 601
      of
              Regulation SK
            Description
      of Exhibits
            Exhibit
              Number
      in this
              Form 10-K(31.1)
            Rule
      13a-14(a)/15d-14(a) (Section 302 Certification).
            31.1(99.1)
            Annual
      Compliance Report by Trustee.
            99.1(99.2)
            Registrant’s
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on June 13, 2008, as further described in Item 15(a)(1) above,
      is incorporated herein by reference.
            99.2(99.3)
            Registrant’s
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on December 15, 2008, as further described in Item 15(a)(1)
      above, is incorporated herein by reference.
            99.3









6