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
    
    001-16835
 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)
 
       o þ
  o þ
  þ o
 o
 o o þSmaller reporting  filer o
  o þ
     DOCUMENTS INCORPORATED BY REFERENCE




---



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      
  
    2




---




    
    the purchase price of the trust certificates,
    
    when you acquire your trust certificates,
    
    whether the underlying securities guarantor
exercises its option to redeem the junior
subordinated debentures upon the occurrence of a
Special Event, and
    
    whether the call warrant holders exercise their
optional rights to purchase outstanding trust
certificates.
   3




---




    
    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
    
    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.
 4




---




    
    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.
      5




---



6




---




    
    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;
    
    senior to common and preferred equity of the
underlying securities guarantor; and
    
    structurally subordinated to all existing and
future liabilities and obligations of the
underlying securities guarantors subsidiaries.
    7




---




    
    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;
    
    the applicable redemption price of the
underlying securities called for redemption, to
the extent the underlying securities issuer has
funds available for redemption; and
    
    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:
 
    
    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
    
    the amount of the underlying securities
issuers assets remaining available for
distribution to underlying securities
holders upon the underlying securities
issuers liquidation.
    8




---



9




---



10




---



(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.
 
   
   
  
      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.
     11




---



MERRILL LYNCH DEPOSITOR, INC.Date: March 27, 2009
    By:
      /s/ Steven ONeillName:
      Steven ONeillTitle:
      Vice President




---