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                       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

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  For the fiscal year ended:                          Commission file number:
    December 31, 2005                                         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.


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

                                 Yes [ ] No [X]

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 [ ] No [X]

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 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]

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


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

Not Applicable.


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                       DOCUMENTS INCORPORATED BY REFERENCE

None.


         PART I

         ITEM 1.           BUSINESS

                           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 1580, 100 F
                           Street, NE, 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 100 F
                           Street, NE, 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.


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         ITEM 1A.          RISK FACTORS

                           Your investment in the trust certificates will
                           involve certain risks. You should carefully consider
                           the following discussion of risks, and the other
                           information included or incorporated by reference in
                           the applicable prospectus supplement and the
                           accompanying prospectus. You should also carefully
                           consider any risk factors and other information that
                           the underlying securities issuer may file in its
                           Exchange Act reports as referenced in Item 1 above.

                           IF ANY CALL WARRANT HOLDER EXERCISES ITS OPTIONAL
                           CALL RIGHT, YOU MAY NOT BE ABLE TO REINVEST YOUR CALL
                           PROCEEDS AT A YIELD COMPARABLE TO THE YIELD YOU WOULD
                           HAVE RECEIVED ON YOUR TRUST CERTIFICATES

                           The yield you will realize on your trust certificates
                           depends upon several factors, including:

                           o  the purchase price of the trust certificates,

                           o  when you acquire your trust certificates, and

                           o  whether the call warrant holders exercise their
                              optional rights to purchase outstanding trust
                              certificates.

                           Although the call warrant holders are not obligated
                           to exercise the call warrants, the yield you will
                           realize on your trust certificates also depends on
                           whether the call warrant holders exercise their call
                           warrants to purchase the trust certificates.

                           Prevailing interest rates at the time of a call
                           exercise may be lower than the yield on your trust
                           certificates. Therefore, you may be unable to realize
                           a comparable yield upon reinvesting the funds you
                           receive from the exercise of any call warrants. In
                           addition, if the prevailing market value of the trust
                           certificates exceeds the exercise price paid to you
                           upon the exercise of a call, you will not be able to
                           realize such excess.

                           YOU MAY NOT BE PAID IF THE ASSETS OF THE TRUST ARE
                           INSUFFICIENT

                           Currently, the trust has no significant assets other
                           than the underlying securities. If the underlying
                           securities are insufficient to make payments or
                           distributions on the trust certificates, no other
                           assets will be available for payment of the
                           deficiency.


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                           THE TRUSTEE WILL NOT MANAGE THE UNDERLYING SECURITIES

                           Except as described below, the trust will not dispose
                           of any underlying securities, even if an event occurs
                           that adversely affects the value of the underlying
                           securities or that adversely affects the underlying
                           securities issuer. As provided in the applicable
                           trust agreement, the trust will dispose of the
                           underlying securities only if:

                           o  there is a payment default on any underlying
                              securities,

                           o  there is another type of default that accelerates
                              the maturity of the underlying securities, or

                           o  the underlying securities issuer ceases to file
                              Exchange Act reports.

                           Under the first circumstance listed above, the
                           trustee must sell the underlying securities on behalf
                           of the trust, even if adverse market conditions
                           exist. The trustee has no discretion to do otherwise.
                           If adverse market conditions do exist at the time of
                           the trustee's sale of the underlying securities, you
                           may incur greater losses than if the trust continued
                           to hold the underlying securities.

                           THE TRUST CERTIFICATES ARE SUBJECT TO THE
                           CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUER

                           The trust certificates represent interests in
                           obligations of the underlying securities issuer. In
                           particular, the trust certificates will be subject to
                           all the risks associated with directly investing in
                           the underlying securities issuer's unsecured
                           subordinated debt obligations. Neither the underlying
                           indenture nor the underlying securities place a
                           limitation on the amount of indebtedness that may be
                           incurred by the underlying securities issuer.

                           THE PAYMENTS OWED TO THE TRUST CERTIFICATEHOLDERS ARE
                           UNSECURED OBLIGATIONS

                           In a liquidation, holders of the underlying
                           securities, including the trust, will be paid only
                           after holders of secured obligations of the
                           underlying securities issuer. According to the
                           underlying securities prospectus, the underlying
                           securities are general unsecured obligations of the
                           underlying securities issuer, which rank on a parity
                           with all other unsecured senior indebtedness of the
                           underlying securities issuer. However, if the
                           underlying securities issuer subjects any of its
                           property to a lien then the underlying securities,
                           and any other obligations which are then outstanding
                           and subject to a similar covenant, will be secured
                           ratably with the indebtedness or obligation secured
                           by that lien and for the same length of time, subject
                           to certain exceptions.


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                           THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE

                           At the time of issuance, Moody's and/or S&P assigned
                           ratings to the trust certificates equivalent to the
                           ratings of the underlying securities as of the date
                           of the applicable prospectus supplement.

                           Any rating issued with respect to the trust
                           certificates is not a recommendation to purchase,
                           sell or hold a security. Ratings do not comment on
                           the market price of the trust certificates or their
                           suitability for a particular investor. We cannot
                           assure you that these ratings will remain for any
                           given period of time or that a ratings agency would
                           not revise or withdraw entirely the ratings if, in
                           its judgment, circumstances (including, without
                           limitation, the rating of the underlying securities)
                           merit. A revision or withdrawal of a rating may
                           adversely affect the market price of the trust
                           certificates.

         ITEM 1B.          UNRESOLVED STAFF COMMENTS

                           Not Applicable.

         ITEM 2.           PROPERTIES

                           None.

         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 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.

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         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 has procedures so as to provide
                           reasonable assurance that its future Exchange Act
                           filings will be filed within the applicable time
                           periods.

         ITEM 9B.          OTHER INFORMATION

                           None.

         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.


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         ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                           None.

         ITEM 14.          PRINCIPAL ACCOUNTING FEES AND SERVICES

                           Not Applicable.

         PART IV

         ITEM 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES

                           (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 Annual Report on
                           Form 10-K:

                                    31.1    Certification of President of
                                            Registrant dated March 27, 2006,
                                            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,
                                            2005.

                                    99.1.   Trustee's Annual Compliance
                                            Certificate dated February 21, 2006.

                                    99.2.   Report of Deloitte & Touche LLP,
                                            Independent Registered Public
                                            Accounting Firm, dated March 24,
                                            2006, Registrant's Assertion on
                                            Compliance with PPLUS Minimum
                                            Servicing Standards dated March 24,
                                            2006 and PPLUS Minimum Servicing
                                            Standards.

                                    99.3.   Report of Ernst & Young LLP,
                                            Independent Registered Public
                                            Accounting Firm, dated February 21,
                                            2006, The Bank of New York's
                                            Assertion on Compliance with PPLUS
                                            Minimum Servicing Standards February
                                            21, 2006 and PPLUS Minimum Servicing
                                            Standards.


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                           (b)      Exhibits

                                    The Registrant hereby files as part of this
                                    Annual Report on Form 10-K the exhibits
                                    listed in Item 15(a)(3) set forth above.

                           (c)      Financial Statement Schedules

                                    Not applicable.


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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: March 27, 2006                        By: /s/ Stephan Kuppenheimer
                                                --------------------------------
                                                Name:  Stephan Kuppenheimer
                                                Title: President







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