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
    
    001-32247
 MERRILL LYNCH DEPOSITOR, INC.
   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)
 
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     DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
  PART IITEM 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 OFFICERSAND 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: CONSENT OF DELOITTE & TOUCHE LLPEX-99.3: REPORT OF KPMG LLP    
  
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
    
    whether an early termination payment is payable by
the trust to the swap counterparty,
    
    the purchase price of trust certificates,
    
    when you acquire your trust certificates,
    
    whether the underlying securities issuer exercises
its option to redeem the underlying securities,
and
    
    whether the call warrant holders exercise their
optional rights to purchase outstanding trust
certificates.
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
    
    if a default occurs, the market value of the
underlying securities may be adversely affected
and the proceeds of their disposition may be lower
than the aggregate present value or stated amount
(if applicable) of the trust certificates;
    
    in either event, any distribution of funds or
underlying securities by the trust to the trust
certificateholders will be done in accordance with
the allocation ratio as described in the
applicable prospectus supplement relating to the
trust certificates. The funds or aggregate
principal amount of underlying securities you
receive on that distribution may be less than the
present value or stated amount (if applicable) of
your trust certificates; and
    
    any such distribution of funds will be subject to
the payment by the trust to the swap counterparty
of any early termination payment.
   
    
    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 guarantor ceases to file
Exchange Act reports.
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
    
    the purchase price you pay for your trust
certificates;
    
    the interest rate on the trust certificates, which
will be greater than or equal to 3.00% and will
not exceed 8.00%;
    
    the performance of the underlying securities;
    
    whether the underlying securities issuer redeems,
repurchases or repays the underlying securities
before their maturity;
    
    whether the underlying security guarantor elects
to defer interest payments on the underlying
securities;
    
    whether the underlying securities issuer defaults
under the underlying securities;
    
    the possibility that if there is a swap
termination event that is not a trust termination
event a fixed rate of 6.345% per annum will be
payable on the trust certificates, instead of the
floating rate distribution amount payable under
the swap agreement;
    
    the possibility that the swap agreement may be
terminated early in certain circumstances,
resulting in the termination of the trust prior to
its scheduled termination date; and
    
    whether the holder of the call options exercises
its call options on your trust certificates.
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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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MERRILL LYNCH DEPOSITOR, INC.Date:  March 27, 2009
    By:

      /s/ Steven ONeillName:
      Steven ONeillTitle:
      Vice President


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