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
    
    001-32285
 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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 o
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 Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
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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 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 DELOITTE & TOUCHE LLPEX-99.3: REPORT OF KPMG LLP    
  
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
    
    the purchase price of the trust certificates,
    
    when you acquire your trust certificates, and
    
    whether the call warrant holders exercise their optional
rights to purchase outstanding trust certificates.
     3




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
    
    The underlying securities issuers right to participate as
an equity holder in any distribution of assets of any of
its subsidiaries upon the subsidiarys liquidation of
otherwise, and thus the ability of its security holders,
including the trust, to benefit from the distribution, will
be subject to prior claims of the subsidiarys creditors,
except to the extent that any claims the underlying
securities issuer may have as a creditor of the subsidiary
are recognized, and
    
    The underlying securities issuers ability to service its
indebtedness and other obligations is dependent primarily
upon the earnings and cash flow of its subsidiaries and the
distribution or other payment to it of such earnings and
cash flow.
   
    
    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 or
present value or stated amount (if applicable) of the trust
certificates; and
    
    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.
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
    
    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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(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 9


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