EXHIBIT 99.2


Independent Accountants' Report

Merrill Lynch Depositor, Inc.

We have examined management's assertion that Merrill Lynch Depositor, Inc. (the
"Company") has complied as of December 31, 2003 and for the period March 13,
2003 (inception of trust series) to December 31, 2003, with its established
minimum servicing standards described in the accompanying Management's Assertion
on Compliance with PPLUS Minimum Servicing Standards with respect to PPLUS Trust
Series FMC-1. Management is responsible for the Company's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with its minimum servicing standards and performing such procedures
as we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
legal determination on the Company's compliance with its minimum servicing
standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of December 31, 2003 and for the
period March 13, 2003 (inception of trust series) to December 31, 2003, is
fairly stated, in all material respects, based on the criteria set forth in
Appendix I.


/s/ DELOITTE & TOUCHE LLP

New York, New York
March 30, 2004


<PAGE>


             Management's Assertion on Compliance with PPLUS Minimum
                               Servicing Standards



March 30, 2004

As of December 31, 2003 and for the period March 13, 2003 (inception of trust
series) to December 31, 2003, Merrill Lynch Depositor, Inc. (the "Company") has
complied, in all material respects, with the Company's established minimum
servicing standards, as set forth in Appendix I, for servicing the securities in
PPLUS Trust Series FMC-1.



By:/s/ Michael F. Connor
   --------------------------


Michael F. Connor
President
Merrill Lynch Depositor, Inc.


                                ***************



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                                   APPENDIX I
                                   ----------

                        PPLUS Minimum Servicing Standards
                 intended for use in connection with the Annual
                           Accountants Report ("AAR")


Below is Merrill Lynch Depositor, Inc.'s ("the Depositor") together with Merrill
Lynch High Grade Credit Management ("HGCM") and the Merrill Lynch Credit
Derivative Integrated Support Solutions ("ISS"), minimum servicing standards for
the PreferredPlus Program ("PPlus"). The Bank of New York ("the Bank") acts as
Trustee, Custodian, Paying Agent, and Transfer Agent on behalf of the PPlus
Program and has agreed to comply with these minimum servicing standards.



MERRILL LYNCH DEPOSITOR, INC.'S MINIMUM SERVICING STANDARDS
-----------------------------------------------------------

1.       CUSTODIAL BANK ACCOUNT RECONCILIATIONS

o        The Bank must reconcile all related custodial bank accounts.
o        The Bank will include the Distribution report as Exhibit 99.1 in the
         Form 8-Ks filed with the SEC.

2.       VERIFICATION OF INCOMING TRUST COLLATERAL INTEREST PAYMENTS

o        The Bank must have a tickler system in place so that they will be
         expecting and monitoring the custodial bank account for receipt of the
         collateral coupon interest. Each of the tickler systems shall be
         updated on an on-going basis as each new trust series is created.
o        The Bank will ensure all interest payments are deposited into the
         custodial bank accounts and related bank clearing accounts on the day
         the Bank is in receipt of the funds.
o        The Bank must prove the arithmetic accuracy of the amount of interest
         received by the Trust from the underlying securities and ensure that
         the face amount, description, coupon rate, and maturity date of the
         securities held in the Trust agree to the PPM Supplement dated Date XX,
         20XX.

3.       TRUST DISBURSEMENTS

o        The Bank must prove the arithmetic accuracy of the amount of interest
         to be paid by the Trust to the Debt Unit holders by referring to the
         PPM Supplement dated Date XX, 20XX.
o        The Bank will make all disbursements via wire transfer to The
         Depository Trust Company ("DTC") on the scheduled trust distribution
         date as soon as the amount of interest received from the underlying
         collateral into the custodial bank account has been received and
         verified for accuracy.


4.       PARTIAL REDEMPTIONS

<PAGE>


o        If there is a partial redemption of the trust certificates the Bank and
         the Depositor must ensure that the redemption proceeds received by the
         trust and distributed by the Bank are in accordance with the series
         supplement.

5.       DEFAULTS

o        If the Bank has actual knowledge of an event of default on the
         underlying securities that did not cause the trust to liquidate, the
         Bank must distribute a formal notice of default to the Depositor, the
         certificateholders, the rating agencies and HGCM/ISS.
o        If the Bank has actual knowledge of an event of default on the
         underlying securities that did not cause the Trust to liquidate, the
         procedures for a vote or consent of the certificateholders as set forth
         in the Standard Terms and series Supplement must be complied with.

6.       CALL WARRANT EXERCISES AND OPTIONAL EXCHANGES

o        If there is an exercise of call warrants or an optional exchange of
         trust certificates for underlying securities that did not cause the
         trust to liquidate, the Bank must give the Depositor and the affected
         certificateholders notice of any exercise of call warrants or optional
         exchange. Such notice must contain the amount of certificates to be
         purchased, the call price, and any other relevant information.
o        If there is an exercise of call warrants or an optional exchange of
         trust certificates for underlying securities that did not cause the
         trust to liquidate, the Bank must notify the rating agencies of the
         call exercise or optional exchange.
o        If there is an exercise of call warrants or an optional exchange of
         trust certificates for underlying securities that did not cause the
         trust to liquidate, the Bank must give notice of exercise or optional
         exchange to the Depositor and certificate registrar of any certificates
         that were called.

7.       COMMUNICATIONS WITH CERTIFICATEHOLDERS

o        If there was any occasion for the exercise of voting rights or giving
         consents by the certificateholders, the Bank must provide notice to the
         certificateholders within 5 business days of the Trust's receipt of
         notice of the occasion and the Bank must vote or give consents as
         directed by certificateholders.