~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~10-K

~~FORM~~ANNUAL ~~10-K~~REPORT

~~ANNUAL~~Pursuant ~~REPORT~~to Section 13 or 15(d) of The Securities Exchange Act of 1934

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		001-31288

For the fiscal year ended:		Commission file number:
December 31, 2006		001-31288

MERRILL LYNCH DEPOSITOR, INC.

~~MERRILL~~(ON ~~LYNCH~~BEHALF ~~DEPOSITOR,~~OF ~~INC.~~ PREFERREDPLUS TRUST SERIES ELP-1)

(ONExact ~~BEHALF~~name OFof ~~PREFERREDPLUS~~registrant ~~TRUST~~as ~~SERIES~~specified ~~ELP-1~~in its charter)

DELAWARE (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation) as13-3891329 ~~specified~~(I. inR. ~~its~~S. ~~charter~~Employer Identification No.)

~~DELAWARE~~WORLD ~~(State~~FINANCIAL orCENTER, ~~other~~NEW ~~jurisdiction~~YORK, ofNEW ~~incorporation)~~YORK ~~13-3891329~~ (I.Address R.of S.principal ~~Employer~~executive ~~Identification~~offices) ~~No.~~10080 (Zip Code)

~~WORLD~~Registrant’s ~~FINANCIAL~~telephone ~~CENTER~~number, ~~NEW~~including ~~YORK,~~area ~~NEW~~code: ~~YORK~~ (~~Address of principal executive offices~~212) ~~10080 (Zip Code)~~ 449-1000

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code:~~ 12(~~212~~b) ~~449-1000~~ of the Act:

~~Securities~~PreferredPLUS ~~registered~~Trust ~~pursuant~~Certificates toSeries ELP-1, ~~Section~~listed ~~12(b)~~on ofThe ~~the~~New ~~Act:~~York Stock Exchange

~~PreferredPLUS~~Securities ~~Trust~~registered ~~Certificates~~pursuant ~~Series ELP-1,~~to ~~listed~~Section on12(g) ~~The~~of ~~New~~the ~~York~~Act: ~~Stock Exchange~~

~~Securities~~Not ~~registered pursuant to Section 12(g) of the Act:~~Applicable.

~~Not~~Indicate ~~Applicable~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule~~Yes ~~405 of the Securities Act.~~ o No þ

~~Yes~~Indicate by check mark if the registrant is not required to file reports pursuant to Section ~~o No þ~~13 or Section 15(d) of the Act.

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section~~Yes ~~13 or Section 15(d) of the Act.~~ o No þ

~~Yes~~Indicate by check mark whether the registrant (1) ohas filed all reports required to be filed by Section No13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 þmonths (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.

~~Indicate by check mark whether the Registrant (1)~~Yes ~~has filed all reports required to be filed by Section~~þ ~~13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12~~No ~~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.~~ o

~~Yes~~Indicate by check mark if disclosure of delinquent filers pursuant to Item þ405 of Regulation NoS-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. o

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item 405 of~~filer, ~~Regulation S-K~~an isaccelerated ~~not~~filer, ~~contained~~a ~~herein,~~non-accelerated ~~and~~filer ~~will~~or ~~not~~a besmaller ~~contained,~~reporting tocompany. ~~the best~~See definitions of “large ~~registrant’s~~accelerated ~~knowledge~~filer,” in“accelerated ~~definitive~~filer” ~~proxy~~and or“smaller ~~information~~reporting ~~statements incorporated~~company” ~~by reference~~ in ~~Part~~ Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K~~Act. or(Check ~~any amendment to this~~one): ~~Form 10-K. o~~

~~Indicate by check mark whether the registrant is an~~ Large accelerated filer ~~(as defined~~o Accelerated infiler ~~Rule 12b~~o Non-2accelerated offiler ~~the~~þ Smaller ~~Act).~~ reporting filer o

~~Yes~~ Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~o No þ~~12b-2 of the Exchange Act).

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule~~Yes ~~12b-2 of the Exchange Act).~~ o No þ

~~Yes o No þ~~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.

~~State~~Not 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 quarterApplicable.

~~Not~~Indicate ~~Applicable~~the number of shares outstanding for each of the registrant’s classes of common stock, as of the latest practicable date.

~~Indicate~~Not ~~the number of shares outstanding for each of the registrant’s classes of common stock, as of the latest practicable date~~Applicable.

~~Not~~DOCUMENTS ~~Applicable.~~ INCORPORATED BY REFERENCE

~~TABLE OF CONTENTS~~None.

	PART I
	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
	PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
	PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-31.1: CERTIFICATION
EX-99.1: TRUSTEE'S ANNUAL COMPLIANCE CERTIFICATE
EX-99.2: REPORT OF DELOITTE & TOUCHE LLP
EX-99.3: REPORT OF ERNST & YOUNG LLP

TABLE OF CONTENTS

	PART I
	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
	PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
	ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
	PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-31.1: CERTIFICATION
EX-99.1: TRUSTEE'S ANNUAL COMPLIANCE CERTIFICATE
EX-99.2: REPORT OF DELOITTE & TOUCHE LLP
EX-99.3: REPORT OF KPMG LLP

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I

ITEM 1. BUSINESS

For information with respect to the underlying securities held by PreferredPLUS Trust Series ELP-1, please refer to El Paso Corporation’s (Commission file number 001-14365) 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 1580, 100 F Street, NE, 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 100 F Street, NE, 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.

~~Table~~ITEM of1A. ~~Contents~~RISK FACTORS

~~ITEM~~Your 1Ainvestment in the trust certificates will involve certain risks. ~~RISK~~You ~~FACTORS~~should carefully consider the following discussion of risks, and the other information included or incorporated by reference in the applicable prospectus supplement and the accompanying prospectus. You should also carefully consider any risk factors and other information that the underlying securities issuer may file in its Exchange Act reports as referenced in Item 1 above.

~~Your~~IF ~~investment~~THE inUNDERLYING ~~the~~SECURITIES ~~trust~~ARE ~~certificates~~REDEEMED ~~will~~PRIOR TO ~~involve~~THEIR ~~certain~~MATURITY ~~risks.~~DATE ~~You~~OR ~~should~~IF ~~carefully~~ANY ~~consider the~~CALL ~~following~~WARRANTS ~~discussion of risks~~ARE EXERCISED, ~~and~~YOU ~~the~~MAY ~~other information~~NOT ~~included~~BE orABLE ~~incorporated~~TO byREINVEST ~~reference in~~YOUR ~~the~~REDEMPTION ~~applicable~~OR ~~prospectus~~CALL ~~supplement~~PROCEEDS ~~and~~AT ~~the accompanying~~A ~~prospectus.~~YIELD ~~You~~COMPARABLE ~~should also carefully~~TO ~~consider~~THE ~~any~~YIELD ~~risk~~YOU ~~factors~~WOULD ~~and~~HAVE ~~other~~RECEIVED ~~information~~ON ~~that the~~YOUR ~~underlying securities issuer may file in its~~TRUST ~~Exchange Act reports as referenced in Item 1 above.~~CERTIFICATES

IFThe ~~THE~~yield ~~UNDERLYING~~you ~~SECURITIES~~will ~~ARE~~realize ~~REDEEMED~~on ~~PRIOR~~your TOtrust certificates ~~THEIR~~depends ~~MATURITY~~upon ~~DATE~~several ~~OR IF ANY CALL WARRANTS ARE EXERCISED~~factors, ~~YOU MAY NOT BE ABLE TO REINVEST YOUR~~including: ~~REDEMPTION OR CALL PROCEEDS AT A YIELD COMPARABLE TO THE YIELD YOU WOULD HAVE RECEIVED ON YOUR TRUST CERTIFICATES~~

~~The~~• ~~yield~~the ~~you~~purchase ~~will~~price ~~realize~~of onthe trust certificates, • when you acquire your trust certificates ~~depends~~, ~~upon~~• ~~several~~whether ~~factors~~the underlying securities issuer exercises its option to redeem the underlying securities, ~~including:~~ and • whether the call warrant holders exercise their optional rights to purchase outstanding trust certificates.

•The ~~the~~underlying ~~purchase~~securities ~~price~~issuer ofhas the ~~trust~~right ~~certificates,~~to redeem •the ~~when~~underlying ~~you~~securities ~~acquire~~at ~~your~~its ~~trust~~option. Because ~~certificates, • whether~~ the underlying securities issuer ~~exercises~~has ~~its~~the right ~~option~~ to redeem the underlying securities early, ~~and~~we cannot •assure ~~whether~~you that the ~~call~~trust ~~warrant~~will ~~holders~~be ~~exercise~~able ~~their~~to ~~optional~~hold the ~~rights~~underlying tosecurities ~~purchase~~until ~~outstanding~~their ~~trust~~maturity ~~certificates~~date.

~~The~~Although ~~underlying~~the ~~securities~~call ~~issuer~~warrant ~~has~~holders ~~the~~are ~~right~~not toobligated ~~redeem~~to exercise the ~~underlying~~call ~~securities~~warrants, ~~at its option. Because~~ the ~~underlying~~yield ~~securities~~you ~~issuer has the~~will ~~right~~realize toon ~~redeem~~your ~~the~~trust ~~underlying~~certificates ~~securities~~depends ~~early,~~on wewhether ~~cannot~~the ~~assure~~call ~~you~~warrant ~~that~~holders ~~the~~exercise ~~trust~~their ~~will~~call ~~be able~~ warrants to ~~hold~~ purchase the ~~underlying~~trust ~~securities until their maturity date~~certificates.

~~Although~~Prevailing ~~the~~interest ~~call~~rates ~~warrant~~at ~~holders~~the ~~are~~time ~~not~~of ~~obligated~~an early toredemption ~~exercise~~or ~~the~~a call ~~warrants,~~exercise ~~the~~may ~~yield~~be ~~you~~lower ~~will~~than the ~~realize~~yield on your trust certificates. ~~depends~~Therefore, onyou ~~whether~~may be unable to realize a comparable yield upon reinvesting the ~~call~~funds ~~warrant~~you ~~holders~~receive from an early redemption or exercise ~~their~~of any call warrants. In toaddition, ~~purchase~~if the ~~trust~~prevailing market value of the trust certificates exceeds the redemption price or call exercise price paid to you upon a redemption of the underlying securities or the exercise of a call, you will not be able to realize such excess.

~~Prevailing interest rates at the time of an early~~3 redemption or a call exercise may be lower than the yield on your trust certificates. Therefore, you may be unable to realize a comparable yield upon reinvesting the funds you receive from an early redemption or exercise of any call warrants. In addition, if the prevailing market value of the trust certificates exceeds the redemption price or call exercise price paid to you upon a redemption of the underlying securities or the exercise of a call, you will not be able to realize such excess.

3YOU MAY NOT BE PAID IF THE ASSETS OF THE TRUST ARE INSUFFICIENT

~~Table~~Currently, the trust has no significant assets other than the underlying securities. If the underlying securities are insufficient to make payments or distributions on the trust certificates, no other assets will be available for payment of ~~Contents~~the deficiency.

~~YOU~~THE ~~MAY~~TRUSTEE WILL NOT BEMANAGE ~~PAID IF~~ THE ~~ASSETS~~UNDERLYING ~~OF THE TRUST~~SECURITIES ~~ARE INSUFFICIENT~~

~~Currently~~Except as described below, the trust ~~has~~will nonot ~~significant assets other~~dispose ~~than~~of ~~the~~any underlying securities., Ifeven if an event occurs that adversely affects the value of the underlying securities ~~are~~or ~~insufficient~~that toadversely ~~make~~affects ~~payments~~the orunderlying ~~distributions~~securities onissuer. As provided in the applicable trust ~~certificates~~agreement, nothe ~~other assets~~trust will bedispose ~~available~~of ~~for~~the underlying ~~payment~~securities ofonly ~~the~~if: ~~deficiency.~~

~~THE~~• ~~TRUSTEE~~there ~~WILL~~is ~~NOT~~a ~~MANAGE~~payment ~~THE~~default ~~UNDERLYING~~on ~~SECURITIES~~ any underlying securities, • there is another type of default that accelerates the maturity of the underlying securities, or • the underlying securities issuer ceases to file Exchange Act reports.

~~Except~~Under asthe ~~described~~first ~~below~~circumstance listed above, the trustee ~~trust~~must ~~will~~sell ~~not~~the ~~dispose~~underlying securities on behalf of ~~any~~the ~~underlying securities~~trust, even if anadverse ~~event~~market ~~occurs~~conditions ~~that~~exist. ~~adversely~~The ~~affects~~trustee ~~the~~has ~~value~~no ofdiscretion ~~the~~to ~~underlying~~do otherwise. ~~securities~~If oradverse ~~that~~market ~~adversely~~conditions ~~affects~~do exist at the ~~underlying~~time of ~~securities~~the ~~issuer.~~trustee’s Assale ~~provided~~of in the ~~applicable trust~~underlying ~~agreement~~securities, ~~the~~you may ~~trust~~incur ~~will~~greater ~~dispose~~losses ofthan if the trust continued ~~underlying~~to ~~securities~~hold ~~only~~the ~~if:~~underlying securities.

•THE ~~there~~TRUST isCERTIFICATES aARE ~~payment~~SUBJECT ~~default~~TO onTHE CREDITWORTHINESS ~~any~~OF ~~underlying~~THE ~~securities,~~UNDERLYING SECURITIES ~~• there is another type of default that accelerates the maturity of the underlying securities, or • the underlying securities issuer ceases to file Exchange Act reports.~~ISSUER

~~Under~~The ~~the~~trust ~~first~~certificates ~~circumstance~~represent ~~listed~~interests ~~above, the~~in ~~trustee~~obligations ~~must~~of ~~sell~~ the underlying securities onissuer. ~~behalf~~In ofparticular, the trust, ~~even~~certificates ifwill ~~adverse~~be ~~market~~subject ~~conditions~~to ~~exist.~~all ~~The~~the ~~trustee~~risks ~~has~~associated nowith ~~discretion~~directly toinvesting ~~do otherwise.~~in Ifthe ~~adverse~~underlying ~~market~~securities ~~conditions~~issuer’s dounsecured subordinated ~~exist~~debt atobligations. Neither the ~~time of~~underlying ~~the~~indenture ~~trustee’s~~nor ~~sale of~~ the underlying securities, ~~you~~place a ~~may~~limitation ~~incur~~on ~~greater~~the ~~losses~~amount ~~than~~of ifindebtedness ~~the~~that ~~trust~~may ~~continued~~be toincurred ~~hold~~by the underlying securities issuer.

THE ~~TRUST~~PAYMENTS ~~CERTIFICATES~~OWED ~~ARE SUBJECT~~ TO THE ~~CREDITWORTHINESS~~ OFTRUST ~~THE UNDERLYING~~CERTIFICATEHOLDERS ~~SECURITIES~~ARE ~~ISSUER~~UNSECURED OBLIGATIONS

~~The~~In a liquidation, holders of the underlying securities, including the trust, ~~certificates~~will ~~represent~~be ~~interests~~paid inonly after holders of secured obligations of the underlying securities issuer. InAccording to the ~~particular~~underlying securities prospectus, the ~~trust~~underlying securities ~~certificates~~are ~~will~~general beunsecured ~~subject~~obligations ~~to all~~of the underlying ~~risks~~securities ~~associated~~issuer, which rank equally with all ~~directly~~other ~~investing~~unsecured inand unsubordinated indebtedness of the underlying securities issuer’s. ~~unsecured~~However, if the ~~subordinated~~underlying ~~debt~~securities ~~obligations.~~issuer ~~Neither~~subjects ~~the~~15% ~~underlying~~or more of ~~indenture~~its ~~nor~~consolidated net tangible assets to a lien then the underlying securities, ~~place~~and aany other obligations ~~limitation~~which onare ~~the~~then ~~amount~~outstanding ofand ~~indebtedness~~subject ~~that~~to ~~may~~a similar covenant, will be secured ratably with the ~~incurred~~indebtedness or obligation secured by that lien and for the ~~underlying~~same ~~securities~~length ~~issuer~~of time, subject to certain exceptions.

~~THE PAYMENTS OWED TO THE TRUST CERTIFICATEHOLDERS~~4 ~~ARE UNSECURED OBLIGATIONS~~

InTHE aRATINGS ~~liquidation,~~OF ~~holders~~THE ofTRUST ~~the~~CERTIFICATES ~~underlying securities,~~MAY ~~including the trust, will be paid only~~CHANGE after holders of secured obligations of the underlying securities issuer. According to the underlying securities prospectus, the underlying securities are general unsecured obligations of the underlying securities issuer, which rank equally with all other unsecured and unsubordinated indebtedness of the underlying securities issuer. However, if the underlying securities issuer subjects 15% or more of its consolidated net tangible assets to a lien then the underlying securities, and any other obligations which are then outstanding and subject to a similar covenant, will be secured ratably with the indebtedness or obligation secured by that lien and for the same length of time, subject to certain exceptions.

4At the time of issuance, Moody’s and/or S&P assigned ratings to the trust certificates equivalent to the ratings of the underlying securities as of the date of the applicable prospectus supplement.

~~Table~~Any rating issued with respect to the trust certificates is not a recommendation to purchase, sell or hold a security. Ratings do not comment on the market price of ~~Contents~~the trust certificates or their suitability for a particular investor. We cannot assure you that these ratings will remain for any given period of time or that a ratings agency would not revise or withdraw entirely the ratings if, in its judgment, circumstances (including, without limitation, the rating of the underlying securities) merit. A revision or withdrawal of a rating may adversely affect the market price of the trust certificates.

~~THE~~ITEM ~~RATINGS~~1B. OFUNRESOLVED ~~THE~~STAFF ~~TRUST CERTIFICATES MAY CHANGE~~COMMENTS

At Not ~~the time of issuance, Moody’s and/or S&P assigned ratings to the trust certificates equivalent to the ratings of the underlying securities as of the date of the applicable prospectus supplement~~Applicable.

~~Any~~ITEM ~~rating issued with respect to the trust certificates is not a recommendation to purchase, sell or hold a security~~2. ~~Ratings do not comment on~~PROPERTIES the market price of the trust certificates or their suitability for a particular investor. We cannot assure you that these ratings will remain for any given period of time or that a ratings agency would not revise or withdraw entirely the ratings if, in its judgment, circumstances (including, without limitation, the rating of the underlying securities) merit. A revision or withdrawal of a rating may adversely affect the market price of the trust certificates.

~~ITEM 1B~~ None. ~~UNRESOLVED STAFF COMMENTS~~

~~Not~~ITEM ~~Applicable~~3. LEGAL PROCEEDINGS

~~ITEM 2~~ None. ~~PROPERTIES~~

~~None~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

~~ITEM 3~~ None. ~~LEGAL PROCEEDINGS~~

~~None.~~PART II

ITEM 45. ~~SUBMISSION~~MARKET OFFOR ~~MATTERS~~REGISTRANT’S TOCOMMON AEQUITY, RELATED ~~VOTE~~STOCKHOLDER MATTERS AND ISSUER PURCHASES OF ~~SECURITY~~EQUITY ~~HOLDERS~~SECURITIES

~~None~~The Trust Certificates issued by PreferredPLUS Trust Series ELP-1 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.

~~PART II~~5

ITEM 56. ~~MARKET~~SELECTED ~~FOR~~FINANCIAL ~~REGISTRANT’S COMMON EQUITY,~~DATA ~~RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~The~~ Not ~~Trust Certificates issued by PreferredPLUS Trust Series ELP-1 are represented by one or more physical certificates registered in the name of Cede & Co~~Applicable., ~~the nominee of the Depository Trust Company. The Trust Certificates are listed on the New York Stock Exchange.~~

5ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~ Not ~~of Contents~~Applicable.

ITEM 67A. ~~SELECTED~~QUANTITATIVE ~~FINANCIAL~~AND ~~DATA~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 78. ~~MANAGEMENT’S~~FINANCIAL ~~DISCUSSION~~STATEMENTS AND ~~ANALYSIS~~SUPPLEMENTARY ~~OF FINANCIAL~~DATA ~~CONDITION AND RESULTS OF OPERATIONS~~

Not Applicable.

ITEM 7A9. CHANGES ~~QUANTITATIVE~~IN AND ~~QUALITATIVE~~DISAGREEMENTS ~~DISCLOSURES~~WITH ~~ABOUT MARKET~~ACCOUNTANTS ~~RISK~~ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Not Applicable~~None.

ITEM 89A. ~~FINANCIAL~~CONTROLS ~~STATEMENTS~~ AND ~~SUPPLEMENTARY DATA~~PROCEDURES

~~Not~~ The ~~Applicable~~Registrant has procedures so as to provide reasonable assurance that its future Exchange Act filings will be filed within the applicable time periods.

ITEM 99B. ~~CHANGES~~ INOTHER ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~INFORMATION

None.

~~ITEM~~PART ~~9A. CONTROLS AND PROCEDURES~~III

~~The~~ITEM ~~Registrant~~10. ~~has~~DIRECTORS, EXECUTIVE ~~procedures~~OFFICERS AND soCORPORATE ~~as to provide reasonable assurance that its future Exchange Act filings will be filed within the applicable time periods.~~ GOVERNANCE

~~ITEM~~ Not 9BApplicable. ~~OTHER INFORMATION~~

~~None~~ITEM 11. EXECUTIVE COMPENSATION

~~PART~~ Not ~~III~~Applicable.

~~ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT~~6

~~Not~~ITEM ~~Applicable~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~(a) 11Securities Authorized For Issuance Under Equity Compensation Plans: None. ~~EXECUTIVE~~(b) ~~COMPENSATION~~ Security Ownership Of Certain Beneficial Owners: None. (c) Security Ownership Of Management: Not Applicable. (d) Changes In Control: None.

~~Not~~ITEM ~~Applicable~~13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

6 None.

~~Table~~ITEM of14. ~~Contents~~PRINCIPAL ACCOUNTING FEES AND SERVICES

~~ITEM~~ Not 12Applicable. ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS~~ ~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~(a)~~PART 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.IV

ITEM 1315. ~~CERTAIN~~EXHIBITS, ~~RELATIONSHIPS~~FINANCIAL ~~AND~~STATEMENT ~~RELATED TRANSACTIONS~~SCHEDULES

~~None~~(a)(1) Financial Statements: Not Applicable.

~~ITEM~~(a)(2) ~~14.~~Financial ~~PRINCIPAL~~Statement ~~ACCOUNTING~~Schedules: ~~FEES~~Not ~~AND SERVICES~~Applicable.

~~Not~~(a)(3) ~~Applicable.~~List of Exhibits

~~PART~~The IVfollowing exhibits are filed as part of, and incorporated by reference into this Annual Report on Form 10-K:

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

	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.

	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.

(ab)~~(1) Financial Statements: Not Applicable.~~ Exhibits

The Registrant hereby files as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(23) ~~Financial~~set ~~Statement~~forth ~~Schedules: Not Applicable~~above.

(ac)~~(3)~~ Financial ~~List~~Statement ~~of Exhibits~~Schedules

~~The~~Not ~~following exhibits are filed as part of, and~~Applicable. ~~incorporated by reference into this Annual Report on Form 10-K:~~

	31.1		Certification of Vice President of Registrant dated March 26, 2007, 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, 2006.
	99.1.		Trustee’s Annual Compliance Certificate dated March 22, 2007.
	99.2.		Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, dated March 26, 2007, Registrant’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 26, 2007 and PPLUS Minimum Servicing Standards.
	99.3.		Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, dated March 1, 2007, The Bank of New York’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 1, 2007 and PPLUS Minimum Servicing Standards.

~~(b) Exhibits~~SIGNATURES

~~The~~ Pursuant ~~Registrant~~to ~~hereby~~the ~~files~~requirements asof ~~part~~Section 13 or 15(d) of ~~this~~the ~~Annual~~Securities ~~Report~~Exchange onAct ~~Form~~of ~~10-K~~1934, the ~~exhibits~~registrant has duly caused this report to ~~listed~~be insigned ~~Item 15(a)(3)~~on ~~set~~its ~~forth~~behalf ~~above~~by the undersigned, hereunto duly authorized.


	MERRILL LYNCH DEPOSITOR, INC.
Date: March 27, 2009	By:	/s/ Steven O’Neill
		Name:	Steven O’Neill
		Title:	Vice President

Not applicable.

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 26, 2007	By:	/s/ Jason Liddell
		Name:	Jason Liddell
		Title:	Vice President

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