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, 2010
        
        001-32263
 MERRILL LYNCH DEPOSITOR, INC.
   DELAWARE
(State or other 
jurisdiction of 
incorporation)
    
    13-3891329
(I. R. S. Employer
Identification No.)
 ONE BRYANT PARK

          3RD FLOOR  STRUCTURED CREDIT TRADING 
          NEW YORK, NEW YORK

(Address of principal 
executive offices)
    
        10036
(Zip Code)
 
       o þ
  o þ
   þ o
 Indicate by check mark whether the registrant has submitted electronically
      and posted on its corporate Web site, if any, every Interactive Data File
      required to be submitted and posted pursuant to Rule 405 of Regulation S-T
      during the preceding 12 months (or for such shorter period that the registrant
      was required to submit and post such files). o o
  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. o
 o o þSmaller reporting  filer o
 o þ
    Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE
    TABLE OF CONTENTS
  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. (REMOVED AND RESERVED)PART 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 OFFICERS
          AND 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: REPORT OF PRICEWATERHOUSECOOPERS
          LLPEX-99.3: REPORT OF KPMG LLP    
  
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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 funds or underlying
securities distributed by the trust to the trust
certificateholders may be less than the stated
amount or present value (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 issuer 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 3.25% and
will not exceed 9.25%;
    
    the performance of the underlying securities;
    
    whether the underlying securities issuer redeems,
repurchases or repays the underlying securities
before their maturity;
    
    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 4.875% per annum will be
payable on the trust certificates, instead of the
floating rate distribution amount payable under
the swap agreement; and
    
    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.
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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.
 
   
   
  
      31.1.
    
          Certification of the  Vice President of
Registrant dated March 28, 2011,
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,
2010.
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    99.1.
        
          Trustees Annual Compliance Certificate dated March 4, 2011.99.2.
        
          Report of PricewaterhouseCoopers LLP, Independent Registered Public
          Accounting Firm, dated March 21, 2011, Registrants Assertion
          on Compliance with PPLUS Minimum Servicing Standards dated March 21,
          2011 and PPLUS Minimum Servicing Standards.99.3.
        
          Report of KPMG LLP, Independent Registered Public Accounting Firm,
          dated March 2, 2011, The Bank
          of New York Mellons Assertion on Compliance with PPLUS Minimum
          Servicing Standards dated March 2, 2011 and PPLUS Minimum Servicing
          Standards.
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    MERRILL LYNCH DEPOSITOR, INC.Date: March 28, 2011
    By:
        /s/ John MarcianoName:
      John MarcianoTitle:
      Vice President 11