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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

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For the fiscal year ended:                               Commission file number:
  December 31, 2004                                              001-16809

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

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       Registrant's telephone number, including area code: (212) 449-1000

Securities registered pursuant to Section 12(b) of the Act:

PreferredPLUS Trust Certificates Series LMG-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 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.

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                       DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

ITEM 1.   BUSINESS

          For information with respect to the underlying securities held by
          PreferredPLUS Trust Series LMG-2, please refer to Liberty Media
          Corporation's (Commission file number 001-16615) 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 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 2.   PROPERTIES

          None.

ITEM 3.   LEGAL PROCEEDINGS

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

                               2
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PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES

          The Trust Certificates issued by PreferredPLUS Trust Series LMG-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 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.

                                       3
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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.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

          Not Applicable.

                                       4
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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 29, 2005,
                        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, 2004.

                 99.1   Trustee's Annual Compliance Certificate
                        dated March 24, 2005.

                 99.2   Report of Deloitte & Touche LLP,
                        Independent Registered Public
                        Accounting Firm dated March 25, 2005,
                        Registrant's Assertion on Compliance
                        with PPLUS Minimum Servicing Standards
                        dated March 25, 2005 and PPLUS Minimum
                        Standards.

                 99.3   Report of Ernst & Young LLP,
                        Independent Registered Public
                        Accounting Firm dated March 14,
                        2005, The Bank of New York's
                        Assertion on Compliance with PPLUS
                        Minimum Servicing Standards dated
                        March 14, 2005 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.

                                       5
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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 29, 2005                        By: /s/ Stephan Kuppenheimer
                                               --------------------------------
                                                Name:  Stephan Kuppenheimer
                                                Title: President