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
    
    001-16833
 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). o 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
  o þ
     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    
  
    2




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
    
    the purchase price of the trust certificates,
    
    when you acquire your trust certificates,
    
    whether 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.
   3




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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 guarantor 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.
     8


MERRILL LYNCH DEPOSITOR, INC.Date: March  28, 2011
    By:
      /s/  John MarcianoName:
      John MarcianoTitle:
      Vice President


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