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, 2010
    
    001-32201
 MERRILL LYNCH DEPOSITOR, INC.
   DELAWARE
(State or other 
jurisdiction of 
incorporation)
    
    13-3891329
(I. R. S. Employer
Identification No.)
 ONE BRYANT PARK
          3RD FLOOR  STRUCTURED CREDIT TRADING
          NEW YORK, NEW YORK
(Address of principal 
executive offices)
    
        10036
(Zip Code)
 
       o þ
  o þ
  þ o
 Indicate by
      check mark whether the registrant has submitted electronically and posted
      on its corporate Web site, if any, every Interactive Data File required
      to be submitted and posted pursuant to Rule 405 of Regulation S-T during
      the preceding 12 months (or for such shorter period that the registrant
      was required to submit and post such files). Yes o No o
 o
 o o þSmaller reporting  filer o
  o þ
     DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. (REMOVED
          AND RESERVED)PART 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 PRICEWATERHOUSECOOPERS
          LLPEX-99.3: REPORT OF KPMG  LLP    
  
    2




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
    
    the purchase price of the trust certificates,
    
    when you acquire your trust certificates,
    
    whether the underlying securities issuer
exercises its option to redeem the underlying
securities, and
    
    whether the call warrant holders exercise their
optional rights to purchase outstanding trust
certificates.
    3




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
    
    the underlying securities issuers right to
participate as an equity holder in any
distribution of assets of any of its subsidiaries
upon the subsidiarys liquidation or otherwise,
and thus the ability of its security holders,
including the trust, to benefit from the
distribution, will be subject to prior claims of
the subsidiarys creditors, except to the extent
that any claims the underlying securities issuer
may have as a creditor of the subsidiary are
recognized, and
    
    the underlying securities issuers ability to
service its indebtedness and other obligations is
dependent primarily upon the earnings and cash
flow of its subsidiaries and the distribution or
other payment to it of such earnings and cash
flow.
   4




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
    
    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 present value or stated
amount (if applicable) of the trust certificates;
and
    
    in either event, any distribution of funds or
underlying securities by the trust to the 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
present value or stated amount (if applicable) of
your trust certificates.
   
    
    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 or ceases to be in
compliance with Rule 3-10 of Regulation S-X under
the Securities Act.
    5




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(REMOVED
    AND RESERVED)
 6




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7




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(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 the Vice President of Registrant dated March 28,
          2011, 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, 2010.
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99.1.
    
        Trustees Annual Compliance Certificate dated March 4,
          2011.99.2.
    
        Report of PricewaterhouseCoopers LLP,
          Independent Registered Public Accounting Firm, dated March 21,
          2011, Registrants Assertion on Compliance with PPLUS Minimum Servicing
          Standards dated March 21, 2011 and PPLUS Minimum Servicing Standards.99.3.
    
        Report of KPMG LLP, Independent Registered Public Accounting Firm,
          dated March 2, 2011, The Bank of New York Mellons Assertion
          on Compliance with PPLUS Minimum Servicing Standards dated March 2,
          2011 and PPLUS Minimum Servicing Standards.
     9




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MERRILL LYNCH DEPOSITOR, INC.Date: March 28, 2011
    By:

      /s/ John MarcianoName:
      John MarcianoTitle:
      Vice President 10


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