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                       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                                             001-31620

                          MERRILL LYNCH DEPOSITOR, INC.
                     (ON BEHALF OF PPLUS TRUST SERIES FMC-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:

PPLUS Trust Certificates Series FMC-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.

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                       DOCUMENTS INCORPORATED BY REFERENCE

None.

         PART I

         ITEM 1.           BUSINESS

                           For information with respect to the underlying
                           securities held by PPLUS Trust Series FMC-1, please
                           refer to Ford Motor Company's (Commission file number
                           001-03950) 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,
                           N.E., 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,
                           N.E., 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 has
                           filed electronically with the SEC.

                           Although we have no reason to believe the information
                           concerning the underlying securities or the
                           underlying securities issuer contained in the
                           underlying securities issuer'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 issuer (including, without limitation, no
                           investigation as to its financial condition or
                           creditworthiness) or of the underlying securities has
                           been made. You should obtain and evaluate the same
                           information concerning the underlying securities
                           issuer 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. There can be no assurance that
                           events affecting the underlying securities or the
                           underlying securities issuer 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 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 carefully
                           consider any risk factors and other information that
                           the underlying securities issuer may file in their
                           Exchange Act reports as referenced in Item 1 above.

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                           IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO
                           THEIR MATURITY 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 issuer
                               exercises its option to redeem the underlying
                               securities, and

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

                           The underlying securities issuer has the right to
                           redeem the underlying securities at its option.
                           Because the underlying securities issuer has the
                           right to redeem the underlying securities 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.

                           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 or 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.

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                           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. The operations of the underlying
                           securities issuer are conducted largely through its
                           subsidiaries. As a result, the ability of the
                           underlying securities issuer to make payments on the
                           underlying securities depends upon its receipt of
                           dividends, loan payments and other funds from its
                           subsidiaries. In addition, if any of the underlying
                           securities issuer's subsidiaries becomes insolvent,
                           the direct creditors of that subsidiary will have a
                           prior claim on its assets, and the rights of the
                           underlying securities issuer and the rights of the
                           underlying securities issuer's creditors, including
                           the trust's rights as a holder of the underlying
                           securities, will be subject to that prior claim,
                           unless the underlying securities issuer is also a
                           direct creditor of that subsidiary. In addition,
                           various statutes and regulations restrict some of the
                           underlying securities issuer's subsidiaries from
                           paying dividends or making loans or advances to the
                           underlying securities issuer. These restrictions
                           could prevent those subsidiaries from paying the cash
                           to the underlying securities issuer that the
                           underlying securities issuer needs in order to pay
                           the trust.

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

                           If the underlying securities issuer defaults on its
                           obligations under the underlying securities or the
                           underlying securities issuer 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 present value or stated
                               amount (if applicable) of the trust certificates;
                               and

                           o   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.

                           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 that adversely affects the underlying
                           securities issuer. As provided in the applicable
                           trust agreement, the trust will dispose of the
                           underlying securities only if:

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                           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 issuer 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

                           The trust certificates represent interests in
                           obligations of the underlying securities issuer. In
                           particular, the trust certificates will be subject to
                           all the risks associated with directly investing in
                           the underlying securities issuer's unsecured
                           subordinated debt obligations. Neither the underlying
                           indenture nor the underlying securities place a
                           limitation on the amount of indebtedness that may be
                           incurred by the underlying securities issuer.

                           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 issuer. According to the
                           underlying securities prospectus, the underlying
                           securities are unsecured obligations of the
                           underlying securities issuer and will rank equally
                           with all other unsecured and unsubordinated
                           indebtedness of the underlying securities issuer.
                           However, the underlying indenture provides that,
                           subject to certain exceptions, the underlying
                           securities issuer will not create, assume, incur,
                           guarantee or suffer to exist any lien (with certain
                           exceptions), on the capital stock of any principal
                           domestic manufacturing property or any manufacturing
                           subsidiary of the underlying securities issuer now
                           owned by or acquired by it, unless the underlying
                           securities issuer shall cause the underlying
                           securities to be secured equally and ratably with
                           (or, at the underlying securities issuer's option,
                           prior to) any indebtedness secured thereby.

                           THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE

                           At the time of issuance, Moody's and 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.

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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 initial 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.

         ITEM 1B.          UNRESOLVED STAFF COMMENTS

                           Not Applicable.

         ITEM 2.           PROPERTIES

                           None.

         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 PPLUS Trust Series
                           FMC-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.

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         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.

         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.

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         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
                                      ending 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.

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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


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