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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

                       ----------------------------------

For the fiscal year ended:                               Commission file number:
   December 31, 2005                                              001-32263

                          MERRILL LYNCH DEPOSITOR, INC.
                     (ON BEHALF OF PPLUS TRUST SERIES JPM-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:

PPLUS Trust Certificates Series JPM-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 PPLUS Trust Series JPM-1, please
                           refer to JP Morgan Chase & Co's (Commission file
                           number 001-05805) 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, N.E., 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, N.E., 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.

                           YOU MAY SUFFER LOSSES AS A RESULT OF ANY SWAP EARLY
                           TERMINATION PAYMENT UPON THE LIQUIDATION OF THE
                           UNDERLYING SECURITIES

                           In the event the underlying securities are liquidated
                           as a result of a default by the underlying securities
                           issuer on its obligations or the underlying
                           securities issuer ceases to file Exchange Act
                           reports, or upon an underlying securities bankruptcy
                           event, trust swap payment default or a trust
                           regulatory event, you will not receive any
                           distributions payable to you until after the payment
                           of the early termination payment (if any is then
                           payable) to the swap counterparty. Unless the
                           proceeds received from the liquidation of the
                           underlying securities are sufficient to pay any early
                           termination payment plus the certificate principal
                           balance and accrued and unpaid interest then due on
                           the trust certificates, you will suffer a loss as a
                           result of such early termination payment and such
                           liquidation. This loss could be quite substantial in
                           relation to the total value of your trust
                           certificates.

                           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 and the swap
                           agreement. If the underlying securities or payments
                           made under the swap agreement are insufficient to
                           make distributions on the trust certificates, no
                           other assets will be available for payment of the
                           deficiency.

                           The underlying securities issuer conducts its
                           business through subsidiaries. Accordingly, its
                           ability to meet its obligations under the underlying
                           securities is dependent on the earnings and cash
                           flows of those subsidiaries and the abilities of
                           those subsidiaries to pay dividends or to advance or
                           repay funds to the underlying securities issuer. In
                           addition, the rights that the underlying securities
                           issuer and its creditors would have to participate in
                           the assets of any such subsidiary upon the
                           subsidiary's liquidation or recapitalization will be
                           subject to the prior claims of the subsidiary's
                           creditors. Certain subsidiaries of the underlying
                           securities issuer have incurred substantial amounts
                           of debt in the expansion of their businesses, and the
                           underlying securities issuer anticipates that certain
                           of its subsidiaries will do so in the future.


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                           YOU MAY NOT RECOVER THE WHOLE OF THE PRESENT VALUE OR
                           STATED AMOUNT (IF APPLICABLE) OF YOUR TRUST
                           CERTIFICATES IF THE TRUST DISPOSES OF THE UNDERLYING
                           SECURITIES ON A DEFAULT BY THE UNDERLYING SECURITIES
                           ISSUER OR IN THE EVENT THE UNDERLYING SECURITIES
                           ISSUER CEASES FILING EXCHANGE ACT REPORTS

                           If the underlying securities issuer defaults on its
                           obligations under the underlying securities or the
                           underlying securities issuer ceases to file Exchange
                           Act reports, then the trust will either distribute
                           the underlying securities to the trust
                           certificateholders or dispose of them and distribute
                           the proceeds to the trust certificateholders. Your
                           recovery in either of those events may be limited by
                           three factors:

                           o   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;

                           o   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

                           o   any such distribution of funds will be subject to
                               the payment by the trust to the swap counterparty
                               of any early termination payment.

                           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.


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                           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
                           unsubordinated 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.
                           In addition, the holders of the underlying security
                           are subordinated to the senior indebtedness of the
                           underlying securities issuer, and as a result, may be
                           paid less than holders of the senior indebtedness.

                           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 unsecured and rank equally with all
                           other unsecured and unsubordinated indebtedness of
                           the underlying securities issuer.

                           IF THE SWAP AGREEMENT IS TERMINATED AS A RESULT OF A
                           SWAP AGREEMENT TERMINATION EVENT WHICH IS NOT A TRUST
                           TERMINATION EVENT, THEN THE YIELD ON THE TRUST
                           CERTIFICATES WILL BE CONVERTED FROM A FLOATING RATE
                           TO A FIXED RATE AND DISTRIBUTIONS TO YOU WILL BE MADE
                           SEMIANNUALLY INSTEAD OF QUARTERLY

                           The ability of the trust to make quarterly payments
                           on interest rate distributions on the trust
                           certificates will be dependent on the performance by
                           the swap counterparty of its payment obligations
                           under the swap agreement. If the swap agreement were
                           to be terminated as a result of a swap agreement
                           termination event that is not also a trust
                           termination event, then (i) the trust will remain in
                           existence without any rights or obligations under the
                           swap agreement and (ii) you will receive a pro rata
                           share of the fixed rate interest payments received by
                           the trust in respect of the underlying securities on
                           a semiannual basis, instead of a pro rata share of
                           the floating rate payments under the swap agreement
                           received by the trust on a quarterly basis.

                           DISTRIBUTIONS AND OTHER PAYMENTS WITH RESPECT TO YOUR
                           TRUST CERTIFICATES AND YOUR EXPECTED INVESTMENT YIELD
                           MAY BE AFFECTED BY FACTORS SUCH AS THE PERFORMANCE OF
                           THE TRUST ASSETS, THE REDEMPTION OF THE UNDERLYING
                           SECURITIES AND THE EARLY TERMINATION OF THE SWAP
                           AGREEMENT


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                           A number of factors may affect the timing of
                           distributions with respect to your trust certificates
                           and the yield that you realize on your trust
                           certificates, including:

                           o   the purchase price you pay for your trust
                               certificates;

                           o   the interest rate on the trust certificates,
                               which will be greater than or equal to 3.25% and
                               will not exceed 9.25%;

                           o   the performance of the underlying securities;

                           o   whether the underlying securities issuer redeems,
                               repurchases or repays the underlying securities
                               before their maturity;

                           o   whether the underlying securities issuer defaults
                               under the underlying securities;

                           o   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

                           o   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.

                           We cannot predict whether the underlying securities
                           will be redeemed, repaid, repurchased or accelerated.

                           UPON A SWAP TERMINATION EVENT WHEREBY THE SWAP
                           COUNTERPARTY IS THE DEFAULTING PARTY OR AFFECTED
                           PARTY, YOU ARE NOT LIKELY TO RECEIVE FROM THE SWAP
                           COUNTERPARTY ANY INTEREST THAT HAS ACCRUED

                           Upon a swap termination event that is not a trust
                           termination event whereby the swap counterparty is
                           the defaulting party (especially upon the bankruptcy,
                           insolvency or reorganization of the swap
                           counterparty), it is unlikely that you will receive
                           from the swap counterparty any interest that has
                           accrued since the last quarterly payment of the
                           interest distribution amount.

                           IF THE TRUST CERTIFICATES ARE PREPAID WHEN PREVAILING
                           MARKET INTEREST RATES FOR SECURITIES OF A COMPARABLE
                           CREDIT RATING ARE LOWER THAN THE YIELD ON YOUR TRUST
                           CERTIFICATES, YOU MAY BE UNABLE TO REALIZE A
                           COMPARABLE YIELD WHEN YOU REINVEST THE FUNDS THAT YOU
                           RECEIVE FROM THE PREPAYMENT OF YOUR TRUST
                           CERTIFICATES

                           If the trust certificates are prepaid when prevailing
                           market interest rates for securities of a comparable
                           credit rating are lower than the yield on


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                           your trust certificates, you may be unable to realize
                           a comparable yield when you reinvest the funds that
                           you receive from the prepayment of your trust
                           certificates. In addition, if the prevailing market
                           value of the trust certificates exceeds the
                           redemption price to you upon a redemption of the
                           underlying securities, you will not be able to
                           realize such excess.

                           THE INTEREST RATE CAP ON THE TRUST CERTIFICATES MAY
                           LIMIT YOUR INTEREST PAYMENTS AND MAY NEGATIVELY
                           IMPACT THE MARKET VALUE OF YOUR TRUST CERTIFICATES

                           The interest paid on the trust certificates is based
                           on a floating rate that will not exceed 9.25%. If
                           interest rates exceed 9.25%, your trust certificates
                           will not receive interest based on the higher
                           interest rate but rather will be capped at 9.25%. The
                           market value of your trust certificates will also be
                           negatively affected as interest rates rise.

                           THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE

                           At the time of issuance, S&P assigned a rating 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.

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         PART II

         ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
                           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
                           SECURITIES

                           The Trust Certificates issued by PPLUS Trust Series
                           JPM-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 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.

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         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 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.


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                                    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 dated
                                            February 21, 2006 and PPLUS Minimum
                                            Servicing Standards.

                           (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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