SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                   FORM 10-K/A

                                 AMENDMENT NO.1

                                  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, 2002                                             001-13971

                          MERRILL LYNCH DEPOSITOR, INC.
             (ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 HLT-1 TRUST)
             (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:

Public STEERS(R) Trust Certificates, Series 1998 HLT-1, 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


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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.

                               Yes [ ]   No [ ]

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.



                       DOCUMENTS INCORPORATED BY REFERENCE

None.


                                EXPLANATORY NOTE

Merrill Lynch Depositor, Inc. (on behalf of Public STEERS(R) Series 1998 HLT-1
Trust) hereby amends its Annual Report for the fiscal year ended December 31,
2002 in its entirety as set forth below.

         PART I

         Item 1.           Business


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                                    For information with respect to the
                           underlying securities held by Public STEERS(R) Series
                           1998 HLT-1 Trust, please refer to Hilton Hotels
                           Corporation's (Commission file number 001-03427)
                           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.


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         PART II

         Item 5.           Market For Registrant's Common Equity And Related
                           Stockholder Matters

                                    The Trust Certificates issued by Public
                           STEERS(R) Series 1998 HLT-1 Trust 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's current report on Form 8-K
                           filed with the Securities and Exchange Commission on
                           November 6, 2002 was filed late. The Registrant has
                           revised its procedures so as to provide reasonable
                           assurance that its future Exchange Act filings will
                           be filed within the applicable time periods.


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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 Party Transactions

                           None.

         Item 14.          Principal Accounting Fees and Services

                           Not Applicable.

         PART IV

         Item 15.          Exhibits, Financial Statement Schedules And Reports
                           on Form 8-K

                                    Attached hereto as Exhibit No. 99.1 is a
                           copy of the Trustee's Annual Compliance Certificate
                           dated March 28, 2003.

                                    Trustee's report in respect of the April 15,
                           2002 distribution to holders of the Public STEERS(R)
                           Class A Trust Certificates, Series 1998 HLT-1
                           incorporated herein by reference as exhibit no. 99.1
                           to Registrant's Current Report on Form 8-K filed with
                           the Securities and Exchange Commission on April 19,
                           2002.

                                    Trustee's report in respect of the October
                           15, 2002 distribution to holders of the Public
                           STEERS(R) Class A Trust Certificates, Series 1998
                           HLT-1 incorporated herein by reference as exhibit no.
                           99.1 to Registrant's Current Report on Form 8-K filed
                           with the Securities and Exchange Commission on
                           November 6, 2002.


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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: February 23, 2004         By: /s/ Michael Frank Connor
                                                     ---------------------------
                                                     Name:  Michael Frank Connor
                                                     Title: President


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I, Michael Frank Connor, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
on Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Merrill Lynch
Depositor, Inc., on behalf of Public STEERS(R) Series 1998 HLT-1 Trust;

            2. Based on my knowledge, the information in these reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

            3. Based on my knowledge, the distribution or servicing information
required to be provided to the depositor by the trustee under the pooling and
servicing, or similar, agreement, for inclusion in these reports is included in
these reports; and

            4. I am responsible for reviewing the activities performed by the
depositor and the trustee under the pooling and servicing, or similar, agreement
and based upon my knowledge and the annual compliance review required under that
agreement, and except as disclosed in the reports, the depositor and trustee
have each fulfilled its obligations under that agreement.

         In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: The Bank of
New York and its officers and agents.


                  Date: February 23, 2004               /s/ Michael Frank Connor
                                                        ------------------------
                                                        Michael Frank Connor
                                                        Chief Executive Officer

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