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
    
    001-31409
 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). Yes o No 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
 Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
 o þ
    Not Applicable. 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. (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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
    
    the purchase price of the trust certificates,
    
    you acquire your trust certificates,
    
    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 stated
amount or present value (if applicable) of the trust
certificates; and
    
    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 stated amount or present
value (if applicable) of your trust certificates.
   
    
    there is a payment default on any underlying securities,
    
    there is another type of default that accelerates the
maturity of its underlying securities, or
    
    the underlying securities support provider ceases to file
Exchange Act reports.
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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 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, 2010.99.1.
    
        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


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