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, 2008
    
    001-32201
 MERRILL LYNCH DEPOSITOR, INC.
   DELAWARE
(State or other 
jurisdiction of 
incorporation)
    
    13-3891329
(I. R. S. Employer
Identification No.)
 WORLD FINANCIAL CENTER, 
NEW YORK, NEW YORK
(Address of principal 
executive offices)
    
    10080
(Zip Code)
 
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     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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART 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 DELOITTE & TOUCHE LLPEX-99.3: REPORT OF KPMG  LLP    
  
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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.
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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.
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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.
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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 Vice President of
Registrant dated March 27, 2009,
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,
2008.
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99.1.
    
        Trustees Annual Compliance
Certificate dated March 6, 2009.99.2.
    
        Report of Deloitte & Touche LLP,
Independent Registered Public
Accounting Firm, dated  March 23,
2009, Registrants Assertion on
Compliance with PPLUS Minimum
Servicing Standards dated March 23,
2009 and PPLUS Minimum Servicing
Standards.99.3.
    
        Report of KPMG LLP,
Independent Registered Public
Accounting Firm, dated March 6,
2009, The Bank of New York Mellons
Assertion on Compliance with PPLUS
Minimum Servicing Standards dated
March 6, 2009 and PPLUS Minimum
Servicing Standards.
     9




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MERRILL LYNCH DEPOSITOR, INC.Date: March 27, 2009
    By:

      /s/
Steven ONeillName:
      Steven ONeillTitle:
      Vice President 10


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