<PAGE>

                       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                                    001-16835

                       MERRILL LYNCH DEPOSITOR, INC.
              (ON BEHALF OF PREFERREDPLUS TRUST SERIES ALL-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 ALL-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.


                                       2
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                       DOCUMENTS INCORPORATED BY REFERENCE

None.


         PART I

         ITEM 1.           BUSINESS

                           For information with respect to the underlying
                           securities held by PreferredPLUS Trust Series ALL-1,
                           please refer to The Hanover Insurance Group, Inc.'s
                           (Commission file number 001-13754) 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, NE, 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, NE, 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 and underlying securities guarantor have filed
                           electronically with the SEC.

                           Although we have no reason to believe the information
                           concerning the underlying guarantee, the junior
                           subordinated debentures and the underlying securities
                           or the underlying securities guarantor and the
                           underlying securities issuer contained in the
                           underlying securities guarantor'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 guarantor and underlying securities issuer
                           (including, without limitation, no investigation as
                           to their respective financial condition or
                           creditworthiness) or of the underlying securities,
                           the junior subordinated debentures or the underlying
                           guarantee has been made. You should obtain and
                           evaluate the same information concerning the
                           underlying securities issuer and the underlying
                           securities guarantor 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 or the underlying
                           securities guarantor. There can be no assurance that
                           events affecting the underlying securities, junior
                           subordinated debentures and the underlying guarantee
                           or the underlying securities issuer and underlying
                           securities guarantor have not occurred or have not
                           yet been publicly disclosed which would affect the
                           accuracy or completeness of the publicly available
                           documents described above.

                                       3
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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 and underlying
                           securities guarantor may file in their Exchange Act
                           reports as referenced in Item 1 above.

                           IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO
                           THEIR MATURITY DATE OR IF ANY CALL WARRANTS ARE
                           EXERCISED, YOU MAY NOT BE ABLE TO REINVEST YOUR
                           REDEMPTION OR CALL PROCEEDS AT A YIELD COMPARABLE TO
                           THE YIELD YOU WOULD HAVE RECEIVED ON YOUR TRUST
                           CERTIFICATES

                           The yield you will realize on your trust certificates
                           depends upon several factors, including:

                           o    the purchase price of the trust certificates,

                           o    when you acquire your trust certificates,

                           o    whether the underlying securities guarantor
                                exercises its option to redeem the junior
                                subordinated debentures upon the occurrence of a
                                Special Event, and

                           o    whether the call warrant holders exercise their
                                optional rights to purchase outstanding trust
                                certificates.

                           Upon the occurrence and continuation of a Special
                           Event (as defined in the prospectus supplement
                           relating to the trust certificates), the underlying
                           securities guarantor will have the right, if certain
                           conditions are met, to redeem the junior subordinate
                           debentures. If the junior subordinated debenture
                           issuer redeems the junior subordinated debentures,
                           the underlying securities held by the trust will also
                           be redeemed. Because the junior subordinated
                           debenture issuer may have the right to redeem the
                           junior subordinated debentures early, we cannot
                           assure you that the trust will be able to hold the
                           underlying securities until their maturity date.

                           Although the call warrant holders are not obligated
                           to exercise the call warrants, the yield you will
                           realize on your trust certificates depends on whether
                           the call warrant holders exercise their call warrants
                           to purchase the trust certificates.

                                       4
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                           Prevailing interest rates at the time of an early
                           redemption or a call exercise may be lower than the
                           yield on your trust certificates. Therefore, you may
                           be unable to realize a comparable yield upon
                           reinvesting the funds you receive from an early
                           redemption or exercise of any call warrants. In
                           addition, if the prevailing market value of the trust
                           certificates exceeds the redemption price call
                           exercise price paid to you upon a redemption of the
                           underlying securities or the exercise of a call, you
                           will not be able to realize such excess.

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

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

                           If the underlying securities issuer or the underlying
                           securities guarantor defaults on its obligations
                           under the underlying securities or the underlying
                           securities guarantor 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 two 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 stated amount of the
                                trust certificates, and

                           o    in either event, any distribution of funds or
                                underlying securities by the trust to the Class
                                A and Class B 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
                                of your trust certificates.


                                       5
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                           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 the junior subordinated debentures or
                           that adversely affects the underlying securities
                           issuer or the underlying securities guarantor. 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 guarantor 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.

                           THE TRUST CERTIFICATES ARE SUBJECT TO THE
                           CREDITWORTHINESS OF THE UNDERLYING SECURITIES
                           ISSUER AND THE UNDERLYING SECURITIES GUARANTOR

                           The trust certificates represent interests in
                           obligations of the underlying securities issuer and
                           the underlying securities guarantor. In particular,
                           the trust certificates will be subject to all the
                           risks associated with directly investing in both the
                           underlying securities issuer's and the underlying
                           securities guarantor's unsecured subordinated debt
                           obligations. None of the Declaration, guarantee,
                           junior subordinated debentures, underlying indenture
                           or the underlying securities place a limitation on
                           the amount of indebtedness that may be incurred by
                           the underlying securities issuer or the underlying
                           securities guarantor.

                           THE TRUST'S RIGHT TO DIRECT ACTION AGAINST THE
                           UNDERLYING SECURITIES GUARANTOR TO ENFORCE THE RIGHTS
                           OF THE JUNIOR SUBORDINATED DEBENTURES HOLDERS IS
                           LIMITED

                           If a debenture event of default occurs and is
                           continuing, then the holders of the underlying
                           securities would rely on, and in certain
                           circumstances could cause, the trustee of the
                           underlying securities issuer to enforce its rights as
                           a holder of the junior subordinated debentures and
                           the guarantee on behalf of the underlying securities
                           issuer against the underlying securities guarantor.
                           In addition, any registered holder of underlying
                           securities may institute a legal proceeding directly
                           against the underlying securities guarantor to
                           enforce its rights against the underlying securities
                           guarantor without first instituting any legal
                           proceeding against the underlying securities trustee
                           or any other person or entity.

                                       6
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                           THE UNDERLYING SECURITIES GUARANTOR HAS THE ABILITY
                           TO DEFER INTEREST PAYMENTS ON THE JUNIOR
                           SUBORDINATED DEBENTURES

                           The underlying securities guarantor can, on one or
                           more occasions, defer interest payments on the junior
                           subordinated debentures for up to 10 consecutive
                           semiannual interest periods, but not beyond the
                           maturity date of the junior subordinated debentures.
                           If the underlying securities guarantor defers
                           interest payments on the junior subordinated
                           debentures, the underlying securities issuer will
                           defer distributions on the underlying securities. If
                           the underlying securities issuer defers distributions
                           on the underlying securities, the trust will defer
                           distributions on the trust certificates during any
                           deferral period. No additional amounts will accrue on
                           the trust certificates or be owed to trust
                           certificateholders as a result of any delay, but any
                           additional amounts owed and paid by the underlying
                           securities issuer as a result of the delay will be
                           paid to the trust certificateholders.

                           Because the underlying securities guarantor has the
                           right to defer interest payments, the market price of
                           the underlying securities (which represent an
                           undivided beneficial interest in the junior
                           subordinated debentures) may be more volatile than
                           other similar securities where the issuer does not
                           have the right to defer interest payments.

                           IF THE UNDERLYING SECURITIES GUARANTOR EXERCISES ITS
                           OPTION TO DEFER INTEREST PAYMENTS ON THE JUNIOR
                           SUBORDINATED DEBENTURES, THE TRUST CERTIFICATEHOLDERS
                           MAY FACE ADVERSE TAX CONSEQUENCES

                           Should the underlying securities guarantor exercise
                           its right to defer any payment of interest on the
                           junior subordinated debentures, each trust
                           certificateholder will be required to accrue interest
                           income (as original issue discount) in respect of the
                           deferred stated interest allocable to its share of
                           the underlying securities for United States federal
                           income tax purposes. As a result, a trust
                           certificateholder, as a beneficial owner of a portion
                           of the underlying securities, would have to include
                           this amount in gross income for United States federal
                           income tax purposes prior to the receipt of any cash
                           distributions. In addition, the trust
                           certificateholder would not receive cash from the
                           underlying securities issuer related to this income
                           if the trust certificateholder disposes of the trust
                           certificates prior to the record date on which
                           distributions of these amounts are made. To the
                           extent the selling price is less than the trust
                           certificateholder's adjusted tax basis (which will
                           include, in the form of original issue discount all
                           accrued but unpaid interest), the trust
                           certificateholder will recognize a capital loss.
                           Subject to limited exceptions, capital losses cannot
                           be applied to offset ordinary income for United
                           States federal income tax purposes.

                                       7
<PAGE>

                           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 guarantor. According to the
                           underlying securities prospectus, the junior
                           subordinated debentures are general unsecured
                           obligations of the underlying securities guarantor,
                           and will be subordinate and junior in right of
                           payment to all Senior Indebtedness to the extent
                           provided in the underlying indenture.

                           THE UNDERLYING SECURITIES GUARANTOR'S OBLIGATIONS
                           UNDER THE JUNIOR SUBORDINATED DEBENTURES AND THE
                           GUARANTEE IS SUBORDINATED

                           The obligations of the underlying securities
                           guarantor under the junior subordinated debentures,
                           the indenture and the guarantee will be:

                           o    unsecured and rank subordinate and junior in
                                right of payment to all existing and future
                                senior indebtedness of the underlying securities
                                guarantor. This means that the underlying
                                securities guarantor can not make any payments
                                of principal (including redemption payments) or
                                interest on the junior subordinated debentures
                                if it defaults on a payment on its Senior
                                Indebtedness or the maturity of any of its
                                Senior Indebtedness has been accelerated because
                                of a default;

                           o    senior to common and preferred equity of the
                                underlying securities guarantor; and

                           o    structurally subordinated to all existing and
                                future liabilities and obligations of the
                                underlying securities guarantor's subsidiaries.

                           The terms of the underlying securities, the junior
                           subordinated debentures and the guarantee place no
                           limitation on the amount of Senior Indebtedness that
                           the underlying securities guarantor may incur or on
                           the amount of liabilities and obligations of the
                           underlying securities guarantor's subsidiaries.

                           THE TRUST'S RIGHT TO DIRECT ACTION AGAINST THE
                           UNDERLYING SECURITIES GUARANTOR FOR
                           PAYMENT IS LIMITED

                           The guarantee of the underlying securities guarantor
                           is subject to the provisions of the Trust Indenture
                           Act of 1939, as amended (the "Trust Indenture Act").
                           The trustee of the junior subordinated debentures, in
                           addition to acting as indenture trustee under the
                           Indenture, will act as guarantee trustee under the
                           guarantee for the purposes of compliance with the
                           provisions of the Trust Indenture Act (the "Guarantee
                           Trustee"). The Guarantee Trustee will hold the
                           guarantee for the benefit of the underlying
                           securities holders.

                                       8
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                           Pursuant to the guarantee, the underlying securities
                           guarantor has guaranteed to the underlying securities
                           holders the payment of:

                           o    any accumulated and unpaid distributions
                                required to be paid on the underlying
                                securities, to the extent the underlying
                                securities issuer has funds available for
                                payment;

                           o    the applicable redemption price of the
                                underlying securities called for redemption, to
                                the extent the underlying securities issuer has
                                funds available for redemption; and

                           o    upon a voluntary or involuntary termination or
                                liquidation of the underlying securities issuer
                                (unless the junior subordinated debentures are
                                distributed to holders of the underlying
                                securities), the lesser of:

                                o     the aggregate of the liquidation amount
                                      and all accrued and unpaid distributions
                                      on the underlying securities to the date
                                      of the payment, to the extent the
                                      underlying securities issuer has funds
                                      available for payment, and

                                o     the amount of the underlying securities
                                      issuer's assets remaining available for
                                      distribution to underlying securities
                                      holders upon the underlying securities
                                      issuer's liquidation.

                           The underlying securities guarantor's obligation to
                           make payments under the Guarantee may be satisfied by
                           direct payment of the required amounts by the
                           underlying securities guarantor to the holders of the
                           underlying securities or by causing the underlying
                           securities issuer to pay such amounts to such
                           holders.

                           THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE

                           At the time of issuance, Moody's and/or S&P assigned
                           ratings to the trust certificates equivalent to the
                           ratings of the underlying securities as of the date
                           of the applicable prospectus supplement.


                                       9
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                           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.

                           THE JUNIOR SUBORDINATED DEBENTURES CAN BE
                           DISTRIBUTED IN LIQUIDATION OF THE UNDERLYING
                           SECURITIES ISSUER

                           At any time, the underlying securities guarantor will
                           have the right to terminate the underlying securities
                           issuer and cause the junior subordinated debentures
                           to be distributed to the underlying securities
                           holders. Such right is subject to the underlying
                           securities guarantor having received an opinion of
                           counsel to the effect that such distribution will not
                           be taxable event to holders of the underlying
                           securities. In addition, upon certain other events,
                           the underlying securities issuer may be liquidated
                           and the junior subordinated debentures and the
                           guarantee may be distributed to those holders.

                           Under current United States federal income tax law
                           and interpretations thereof and assuming, as
                           expected, that the underlying securities issuer is
                           treated as a grantor trust for United States federal
                           income tax purposes, the underlying securities
                           issuer's distribution of the junior subordinated
                           debentures and the guarantee pursuant to a
                           liquidation of the underlying securities issuer will
                           not be a taxable event to the underlying securities
                           issuer or to beneficial owners of any underlying
                           securities, including the trust certificateholders.
                           If, however, the liquidation of the underlying
                           securities issuer were to occur because the
                           underlying securities issuer is subject to United
                           States federal income tax with respect to income
                           accrued or received on the junior subordinated
                           debentures as a result of the occurrence of a tax
                           event or otherwise, the distribution of junior
                           subordinated debentures and the guarantee to holders
                           of the underlying securities could be a taxable event
                           to the underlying securities issuer and the trust
                           certificateholders, and a trust certificateholder may
                           be required to recognize gain or loss on the
                           distribution.

         ITEM 1B.          UNRESOLVED STAFF COMMENTS

                           Not Applicable.

         ITEM 2.           PROPERTIES

                           None.

                                       10
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         ITEM 3.           LEGAL PROCEEDINGS

                           None.

         ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                           None.

         PART II

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

                           The Trust Certificates issued by PreferredPLUS Trust
                           Series ALL-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.

                                       11
<PAGE>

         ITEM 9B.          OTHER INFORMATION

                           None.

         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.

                           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.

                                       12
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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