UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____




FORM
10-K




FOR
ANNUAL AND TRANSITION REPORTS


PURSUANT
TO SECTIONS 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




(Mark
One)




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934




For the
fiscal year ended December 31, 2008




or




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934




For the
transition period from ________ to ________




Commission
File
Number:                              333-58504-05


Bear
      Stearns Depositor Inc.,
                on
      behalf of:
                Trust
      Certificates (TRUCs), Series 2002-1 Trust(Exact
      name of registrant as specified in its
charter)






New
      York
            13-4164633(State
      or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
      Employer Identification No.)c/o
      U.S. Bank Trust National Association
                100
      Wall Street, Suite 1600
                New
      York, New York
            10005(Address
      of principal executive offices)
            (Zip
      Code)







Registrant’s
telephone number, including area code:  (212)-623-0069




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




Title of
      Class
            Name
      of  Registered ExchangeTrust
      Certificates (TRUCs), Series 2002-1, Class A-1
            New
      York  Stock Exchange
(“NYSE”)











Securities
registered pursuant to Section 12(g) of the
Act:   None.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


o Yes  x No




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


o Yes  x No




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 file requirements for the
past 90 days.


Yes x           No
o




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. x






Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):








Large accelerated
      filer o
            Accelerated
      filer o
            Non-accelerated
      filer x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


o Yes  x No




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.




The
Registrant has no voting stock or class of common stock outstanding as of the
date of this report.




DOCUMENTS
INCORPORATED BY REFERENCE




The following documents are
incorporated by reference into Part IV of this Annual Report: The distribution
reports to security holders filed on Form 8-K during the fiscal year, in lieu of
reports on Form 10-Q, which include the reports filed on Form 8-K listed in Item
15(a) hereto.




Introductory
Note




The registrant is the depositor under
the trust agreement for the TRUCs Certificates referenced above which are listed
on the New York Stock Exchange.  The certificates represent interests
only in the Trust Certificates (TRUCs), Series 2002-1 Trust and do not represent
obligations of or interests in the depositor. The Underlying Securities for the
trust are $32,130,000 principal amount of Ford Motor Company 7.70% Debentures
due 2097. Pursuant to staff administrative positions established in Corporate
Asset Backed Corporation (available August 9, 1995), registrant is not required
to respond to various items of Form 10-K. Such items are designated herein as
“Not Applicable.”  Distribution reports detailing receipts and
distributions by the trust are filed after each distribution date on Form 8-K in
lieu of reports on Form 10-Q.




Ford Motor Company (the “Underlying
Securities Issuer”) is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the “Exchange Act”). For information on the
Underlying Securities Issuer, refer to the current and periodic reports required
to be filed pursuant to the Exchange Act by the Underlying Securities Issuer
under its Exchange Act file number, 1-3950. The Securities and Exchange
Commission (the “Commission”) maintains a site on the World Wide Web at
“http://www.sec.gov” at which users can view and






2




download
copies of reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. Periodic and current reports and other information required
to be filed pursuant to the Exchange Act by the Underlying Securities Issuer may
be accessed on this site. Neither Bear Stearns Depositor Inc. nor the Trustee
has participated in the preparation of such reporting documents, or made any due
diligence investigation with respect to the information provided therein.
Neither Bear Stearns Depositor Inc. nor the Trustee has verified the accuracy or
completeness of such documents or reports. There can be no assurance that events
affecting the Underlying Securities Issuer or the Underlying Securities have not
occurred or have not yet been publicly disclosed which would affect the accuracy
or completeness of the publicly available documents described
above.






3




PART
I




Item 1.
Business.


Not Applicable




Item 1A. Risk
Factors.




Not
Applicable




Item 1B. Unresolved Staff
Comments.




None




Item
2.  Properties.


Not Applicable




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 (TRUCs), Series 2002-1, Class A-1 certificates are
      represented by one or more physical certificates registered in the name of
      “Cede & Co.”, the nominee of The Depository Trust Company. The
      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.


Not
      Applicable




Item 9B.  Other
Information.


None




PART
III




Item
10.  Directors and Executive Officers of the
Registrant.


Not
      Applicable






4






Item
11.  Executive Compensation.


Not
      Applicable




Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.


None




Item 13.  Certain
Relationships and Related Transactions.


None




Item
14.  Principal Accounting Fees and Services.


None




PART
IV




Item
15.  Exhibits, Financial Statement
Schedules.




(a)
              The
      following documents have been filed as part of this
  report.




1.
            Trustee’s
      Distribution Statements documented on Form 8-K regarding the
      distributionsfrom the Trust Certificates (TRUCs), Series 2002-1 Trust to
      the certificateholders for theperiod from January 1, 2008 through and
      including December 31, 2008 have been filed with the Securities and
      Exchange Commission and are hereby incorporated by
      reference.  Filing dates are listed
  below:




Date
      of Report
            Event
            Date
      FiledMay
      15, 2008
            Distribution
      Date
            May
      22, 2008November
      17, 2008
            Distribution
      Date
            December
      1, 2008




2.
              None.




3.
            Exhibits:




31.1 –
Rule 13a-14(a)/15d-14(a) (Section 302 Certification).




99.1 -
Annual Compliance Report by Trustee.




99.2 -
Registrant’s Current Report on Form 8-K filed with the Securities and
ExchangeCommission on May 22, 2008, as further described in Item 15(a)(i) above,
is incorporated herein by reference.




99.3 -
Registrant’s Current Report on Form 8-K filed with the Securities and
ExchangeCommission on December 1, 2008, as further described in Item 15(a)(i)
above, isincorporated herein by reference.




(b)
            See
      Item 15 (a) above.




(c)
            Not
      Applicable.







5




SIGNATURE




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, thereunto duly authorized.




Bear
Stearns Depositor Inc., acting on behalf of Trust


Certificates
(TRUCs), Series 2002-1 Trust


By:  /s/ Anthony J.
Horan
 Name:  Anthony
J. Horan
 Title:   
Chief Executive Officer/President
 Date:   
March 24, 2009
   6


EXHIBIT
INDEX




Reference
      Number per Item 601 of Regulation SK
            Description
      of Exhibits
            Exhibit
      Number in this Form 10-K(31.1)
            Rule
      13a-14(a)/15d-14(a) (Section 302 Certification)
            31.1(99.1)
            Annual
      Compliance Report by Trustee.
            99.1(99.2)
            Registrant’s
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on May 22, 2008, as further described in Item 15(a)(1) above,
      is incorporated herein by reference.
            99.2(99.3)
            Registrant’s
      Current Report on Form 8-K filed with the Securities and Exchange
      Commission on December 1, 2008, as further described in Item 15(a)(1)
      above, is incorporated herein by reference.
            99.3