SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                   FORM 10-K/A

                                 AMENDMENT NO.1

                                  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, 2002

                          MERRILL LYNCH DEPOSITOR, INC.
                 (ON BEHALF OF PREFERREDPLUS TRUST SERIES MSD-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 MSD-1, Listed On The New York Stock
Exchange

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

Not Applicable.

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


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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.

                                 Yes [ ]  No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                                 Yes [ ]  No [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices 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 class of
common stock, as of the latest practicable date.

Not Applicable.



                       DOCUMENTS INCORPORATED BY REFERENCE

None.


                                EXPLANATORY NOTE

Merrill Lynch Depositor, Inc. (on behalf of PreferredPLUS Trust Series MSD-1)
hereby amends its Annual Report for the fiscal year ended December 31, 2002 in
its entirety as set forth below.

         PART I

         Item 1.           Business

                                    For information with respect to the
                           underlying securities held by PreferredPLUS Trust
                           Series MSD-1, please refer to Morgan Stanley Dean


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                           Witter & Co.'s (Commission file number 001-11758)
                           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 1024, 450 Fifth Street,
                           NW, 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 450 Fifth
                           Street, NW, 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.

         Item 2.           Properties

                           None.

         Item 3.           Legal Proceedings

                           None.

         Item 4.           Submission Of Matters To A Vote Of Security Holders

                           None.

         PART II


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         Item 5.           Market For Registrant's Common Equity And Related
                           Stockholder Matters

                                    The Trust Certificates issued by
                           PreferredPlus Trust Series MSD-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's current report on Form 8-K filed
                           with the Securities and Exchange Commission on
                           November 8, 2002 had been filed late and the
                           principal balance and the notional principal amount
                           of the Class A and Class B trust certificates,
                           respectively, as set forth in the distribution report
                           attached thereto as Exhibit 99.1 were incorrect,
                           therefore such Form 8-K which contained the incorrect
                           principal balance and notional principal amount was
                           subsequently amended on Form 8-K/A and filed with the
                           Securities and Exchange Commission on March 31, 2003
                           in order to rectify such errors. The Registrant has
                           revised its procedures so as to provide reasonable
                           assurance that its future Exchange Act filings will
                           be filed within the applicable time periods.


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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 Party Transactions

                           None.

         Item 14.          Principal Accounting Fees and Services

                           Not Applicable.

         PART IV

         Item 15.          Exhibits, Financial Statement Schedules And Reports
                           On Form 8-K

                                    Attached hereto as Exhibit No. 99.1 is a
                           copy of the Trustee's Annual Compliance Certificate
                           dated March 28, 2003.

                                    Trustee's report in respect of the October
                           1, 2002 distribution to holders of the PreferredPlus
                           Trust Series MSD-1 Class A Certificates incorporated
                           herein by reference as exhibit no. 99.1 to
                           Registrant's Current Report on Form 8K filed with the
                           Securities and Exchange Commission on November 8,
                           2002 as amended on Form 8-K/A filed with the
                           Securities and Exchange Commission on March 31, 2003.


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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: February 23, 2004                 By: /s/ Michael Frank Connor
                                                     ---------------------------
                                                     Name:  Michael Frank Connor
                                                     Title: President


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I, Michael Frank Connor, certify that:

                  1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
Merrill Lynch Depositor, Inc., on behalf of PreferredPLUS Trust Series MSD-1;

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution or servicing
information required to be provided to the depositor by the trustee under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports; and

                  4. I am responsible for reviewing the activities performed by
the depositor and the trustee under the pooling and servicing, or similar,
agreement and based upon my knowledge and the annual compliance review required
under that agreement, and except as disclosed in the reports, the depositor and
trustee have each fulfilled its obligations under that agreement.

         In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: The Bank of
New York and its officers and agents.


                  Date: February 23, 2004               /s/ Michael Frank Connor
                                                        ------------------------
                                                        Michael Frank Connor
                                                        Chief Executive Officer


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