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, 2003                                 001-16833

                          MERRILL LYNCH DEPOSITOR, INC.
                 (ON BEHALF OF PREFERREDPLUS TRUST SERIES QWS-2)
             (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 QWS-2, 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.



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 QWS-2)
hereby amends its Annual Report for the fiscal year ended December 31, 2003 in
its entirety as set forth below.

     PART I

     Item 1.   Business


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               For information with respect to the underlying securities held by
               PreferredPLUS Trust Series QWS-2, please refer to Qwest
               Communications International Inc.'s (Commission file number
               001-15577) 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 guarantor and the underlying
               securities issuer has filed electronically with the SEC.

               Although we have no reason to believe the information concerning
               the guarantee and 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 and 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 and 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.

     Item 2.   Properties

               None.

     Item 3.   Legal Proceedings

               None.



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     Item 4.   Submission of Matters to a Vote of Security Holders

               None.

     PART II

     Item 5.   Market for Registrant's Common Equity and Related Stockholder
               Matters

               The Trust Certificates issued by PreferredPLUS Trust Series QWS-2
               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 April 17, 2003 was filed
               late and the principal balance of the Class A trust securities as
               set forth in the distribution report attached thereto as Exhibit
               99.1 was incorrect, therefore such Form 8-K which contained the
               incorrect principal balance was subsequently amended on Form
               8-K/A and filed with the Securities and Exchange Commission on
               March 1, 2004 in order to rectify such error. The Registrant's
               annual report on Form 10-K filed with the Securities and



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               Exchange Commission on January 26, 2004 for the fiscal year ended
               December 31, 2003, and as amended hereby, did not include as an
               exhibit (i) a trustee report on compliance with the Standard
               Terms for Trust Agreements dated February 20, 1998, as amended,
               between the Registrant and the Trustee, (ii) an independent
               accountants' report attesting to management's assertion that the
               Registrant complied with its PPLUS Minimum Servicing Standards
               and (iii) a certification by the chief executive officer of the
               Registrant certifying to such compliance with servicing
               standards. 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.


     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

               (a)(1) Financial Statements: Not Applicable



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               (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 Amendment No. 1 on Form 10-K/A to the
               Registrant's Annual Report on Form 10-K:

                  31.1   Certification of President of Registrant dated March
                         30, 2004, 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, 2003.

                  99.1.  Trustee's Annual Compliance Certificate dated March
                         30, 2004.

                  99.2.  Independent Accountants' Report dated March 30, 2004,
                         Management's Assertion on Compliance with PPLUS Minimum
                         Servicing Standards dated March 30, 2004 and PPLUS
                         Minimum Servicing Standards.

               (b)  Reports on Form 8-K

                    Trustee's report in respect of the February 18, 2003
                    distribution to holders of the PreferredPLUS Trust
                    Certificates Series QWS-2 incorporated herein by reference
                    as Exhibit 99.1 to Registrant's Current Report on Form 8-K
                    filed with the Securities and Exchange Commission on April
                    17, 2003 as amended on Form 8-K/A filed with the Securities
                    and Exchange Commission on March 2, 2004.

                    Trustee's report in respect of the August 15, 2003
                    distribution to holders of the PreferredPLUS Certificates
                    Trust Series QWS-2 incorporated herein by reference as
                    Exhibit 99.1 to Registrant's Current Report on Form 8-K
                    filed with the Securities and Exchange Commission on August
                    26, 2003.

               (c)  Exhibits

                    The Registrant hereby files as part of this Amendment No. 1
                    on Form 10-K/A to its Annual Report on Form 10-K the
                    exhibits listed in Item 15(a)(3) set forth above.



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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 30, 2004                             By: /s/ Michael Frank Connor
                                                    ---------------------------
                                                    Name:  Michael Frank Connor
                                                    Title: President