~~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		001-31595

For the fiscal year ended:		Commission file number:
December 31, 2006		001-31595

MERRILL LYNCH DEPOSITOR, INC.

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

(ONExact ~~BEHALF~~name OFof ~~PPLUS~~registrant ~~TRUST~~as ~~SERIES~~specified ~~VAL-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~~PPLUS ~~registered~~Trust ~~pursuant~~Certificates toSeries VAL-1, ~~Section~~listed ~~12(b)~~on ofThe ~~the~~New ~~Act:~~York Stock Exchange.

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

~~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 PPLUS Trust Series VAL-1, please refer to Valero Energy Corporation’s (Commission file number 001-13175) 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~~ARE EXERCISED ofPRIOR ~~risks,~~TO ~~and~~THE ~~the~~STATED ~~other information~~MATURITY ~~included~~DATE, orYOU ~~incorporated by reference in~~MAY ~~the~~NOT ~~applicable~~BE ~~prospectus~~ABLE ~~supplement~~TO ~~and~~REINVEST ~~the accompanying~~YOUR ~~prospectus.~~REDEMPTION ~~You~~OR ~~should also carefully~~CALL ~~consider~~PROCEEDS ~~any~~AT ~~risk~~A ~~factors~~YIELD ~~and~~COMPARABLE ~~other~~TO ~~information~~THE ~~that the~~YIELD ~~underlying~~YOU ~~securities issuer may file in its~~WOULD ~~Exchange~~HAVE ~~Act~~RECEIVED ~~reports~~ON asYOUR ~~referenced~~TRUST ~~in Item 1 above.~~CERTIFICATES

IFThe ~~THE~~yield ~~UNDERLYING~~you ~~SECURITIES~~will ~~ARE~~realize ~~REDEEMED~~on ~~PRIOR~~your ~~TO THEIR~~trust ~~MATURITY DATE OR IF ANY CALL WARRANTS ARE~~certificates ~~EXERCISED~~depends ~~PRIOR~~upon TOseveral ~~THE STATED MATURITY DATE~~factors, ~~YOU MAY~~including: ~~NOT BE ABLE TO REINVEST YOUR 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~~underlying ~~NOT~~securities BEissuer ~~PAID~~is IForganized ~~THE~~as ~~ASSETS~~a holding OFcompany ~~THE~~that ~~TRUST~~owns subsidiary companies. ~~ARE~~According ~~INSUFFICIENT~~to the underlying securities prospectus, those subsidiary companies conduct substantially all of the underlying securities issuer’s business and results in two principal risks:

~~Currently,~~• the ~~trust~~underlying ~~has~~securities noissuer’s ~~significant~~subsidiaries ~~assets~~may ~~other than~~be restricted by contractual provisions or applicable laws from providing it the ~~underlying~~cash ~~securities.~~that Ifit needs to pay parent company debt service obligations, including payments on the underlying securities, ~~are~~and ~~insufficient~~• toin ~~make~~any ~~payments~~liquidation, reorganization or ~~distributions~~ oninsolvency proceeding involving the ~~trust~~underlying ~~certificates~~securities issuer, nothe ~~other assets~~trust’s claim as a holder of the underlying securities will be ~~available~~effectively ~~for~~junior ~~payment~~to the claims of holders of any indebtedness or preferred stock of the ~~deficiency~~ underlying securities issuer’s subsidiaries.

~~The~~YOU ~~underlying~~MAY ~~securities~~NOT ~~issuer~~RECOVER isTHE ~~organized~~WHOLE asOF ~~a holding~~THE ~~company~~STATED ~~that~~AMOUNT ~~owns~~OF YOUR ~~subsidiary~~TRUST ~~companies. According~~CERTIFICATES toIF ~~the~~THE ~~underlying~~TRUST ~~securities~~DISPOSES ~~prospectus,~~OF THE ~~those~~UNDERLYING ~~subsidiary~~SECURITIES ~~companies~~ON ~~conduct~~A ~~substantially~~DEFAULT ~~all~~BY THE UNDERLYING ofSECURITIES ~~the~~ISSUER ~~underlying~~OR ~~securities~~IN ~~issuer’s~~THE ~~business~~EVENT ~~and~~THE UNDERLYING ~~results~~SECURITIES inISSUER ~~two~~CEASES ~~principal~~FILING ~~risks:~~EXCHANGE ACT REPORTS

•If the underlying securities issuer’s ~~subsidiaries~~defaults ~~may~~on beits obligations ~~restricted~~under bythe ~~contractual~~underlying ~~provisions~~securities or ~~applicable laws from providing it~~ the underlying ~~cash~~securities ~~that~~issuer itceases ~~needs~~ to ~~pay~~file ~~parent~~Exchange Act ~~company debt service obligations~~reports, ~~including~~then ~~payments on~~ the ~~underlying~~trust ~~securities,~~will ~~and~~either ~~• in any liquidation, reorganization or insolvency proceeding involving~~ distribute the underlying securities ~~issuer,~~to the trust’s certificateholders ~~claim~~or asdispose aof ~~holder~~them ofand distribute the ~~underlying~~proceeds ~~securities will be effectively junior~~ to the ~~claims~~trust ofcertificateholders. ~~holders~~Your recovery ofin ~~any~~either ~~indebtedness~~of orthose ~~preferred~~events ~~stock~~may ofbe ~~the~~limited ~~underlying~~by two ~~securities issuer’s subsidiaries.~~factors:

~~YOU~~• ~~MAY~~if ~~NOT~~a ~~RECOVER~~default ~~THE~~occurs, ~~WHOLE~~the OFmarket ~~THE~~value ~~STATED~~of ~~AMOUNT~~the ~~OF YOUR~~underlying ~~TRUST~~securities ~~CERTIFICATES~~may IFbe ~~THE~~adversely ~~TRUST~~affected ~~DISPOSES~~and OFthe ~~THE UNDERLYING~~proceeds ~~SECURITIES~~of ONtheir Adisposition ~~DEFAULT~~may BYbe ~~THE~~lower ~~UNDERLYING SECURITIES~~than ~~ISSUER~~the ORaggregate INstated ~~THE~~amount ~~EVENT~~of ~~THE~~the ~~UNDERLYING SECURITIES~~trust ~~ISSUER~~certificates; ~~CEASES~~and ~~FILING~~• ~~EXCHANGE~~in ~~ACT~~either ~~REPORTS~~ 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 stated amount of your trust certificates.

IfTHE ~~the~~TRUSTEE ~~underlying~~WILL ~~securities~~NOT ~~issuer~~MANAGE ~~defaults~~THE ~~on its~~UNDERLYING ~~obligations under the underlying securities or the~~SECURITIES underlying securities issuer ceases to file Exchange Act reports, then the trust will either distribute the underlying securities to the trust certificateholders or dispose of them and distribute the proceeds to the trust certificateholders. Your recovery in either of those events may be limited by two factors:

•Except ifas adescribed ~~default occurs~~below, the ~~market~~trust ~~value~~will not dispose of ~~the~~any underlying securities, ~~may~~even beif ~~adversely~~an ~~affected~~event ~~and~~occurs that ~~the~~adversely ~~proceeds~~affects ~~of their disposition may be lower than~~ the ~~aggregate~~value ~~stated amount~~ of the ~~trust certificates; and • in either event, any distribution of funds or~~ underlying securities byor ~~the~~that ~~trust~~adversely toaffects the ~~trust~~underlying securities ~~certificateholders~~issuer. ~~will~~As beprovided ~~done~~ in ~~accordance with~~ the ~~allocation ratio as described in the~~ applicable trust ~~prospectus~~agreement, ~~supplement relating to~~ the trust ~~certificates.~~will ~~The~~dispose ~~funds or aggregate principal amount~~ of the underlying securities ~~you~~only ~~receive on that distribution may be less than the stated amount of your trust certificates.~~if:

~~THE~~• ~~TRUSTEE~~there ~~WILL~~is ~~NOT~~a ~~MANAGE~~payment ~~THE~~default ~~UNDERLYING SECURITIES~~ on any underlying securities, • there is another type of default that accelerates the maturity of the underlying securities, or

~~Except as described below, the trust will not dispose~~4 of any underlying securities, even if an event occurs that adversely affects the value of the underlying securities or that adversely affects the underlying securities issuer. As provided in the applicable trust agreement, the trust will dispose of the underlying securities only if:

• ~~there~~the ~~is a payment default on any~~ underlying securities, •issuer ~~there~~ceases isto ~~another~~file ~~type~~Exchange ofAct ~~default that accelerates the maturity of the underlying securities, or~~reports.

4Under the first circumstance listed above, the trustee must sell the underlying securities on behalf of the trust, even if adverse market conditions exist. The trustee has no discretion to do otherwise. If adverse market conditions do exist at the time of the trustee’s sale of the underlying securities, you may incur greater losses than if the trust continued to hold the underlying securities.

~~Table~~THE ofTRUST ~~Contents~~CERTIFICATES ARE SUBJECT TO THE CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUER

•The trust certificates represent interests in obligations of the underlying securities issuer. ~~ceases~~In particular, the trust certificates will be subject to all ~~file~~the ~~Exchange~~risks ~~Act~~associated ~~reports~~with directly investing in the underlying securities issuer’s unsecured unsubordinated debt obligations. Neither the underlying indenture nor the underlying securities place a limitation on the amount of indebtedness that may be incurred by the underlying securities issuer.

~~Under~~THE ~~the~~PAYMENTS ~~first~~OWED ~~circumstance~~TO ~~listed~~THE ~~above,~~TRUST ~~the~~CERTIFICATEHOLDERS ~~trustee~~ARE ~~must~~UNSECURED ~~sell the underlying securities on behalf~~OBLIGATIONS of the trust, even if adverse market conditions exist. The trustee has no discretion to do otherwise. If adverse market conditions do exist at the time of the trustee’s sale of the underlying securities, you may incur greater losses than if the trust continued to hold the underlying securities.

~~THE~~In ~~TRUST~~a ~~CERTIFICATES~~liquidation, ~~ARE~~holders ~~SUBJECT~~of TOthe ~~THE~~underlying ~~CREDITWORTHINESS~~securities, OFincluding ~~THE~~the ~~UNDERLYING~~trust, will be paid only ~~SECURITIES~~after ~~ISSUER~~holders of secured obligations of the underlying securities issuer. According to the underlying securities prospectus, the underlying securities are unsecured and rank equally with all other unsecured and unsubordinated debt obligations of the underlying securities issuer.

~~The~~THE ~~trust~~RATINGS ~~certificates~~OF ~~represent~~THE ~~interests~~TRUST ~~in obligations~~CERTIFICATES ofMAY ~~the underlying securities issuer. In~~CHANGE particular, the trust certificates will be subject to all the risks associated with directly investing in the underlying securities issuer’s unsecured unsubordinated debt obligations. Neither the underlying indenture nor the underlying securities place a limitation on the amount of indebtedness that may be incurred by the underlying securities issuer.

~~THE~~At ~~PAYMENTS~~the ~~OWED~~time TOof ~~THE~~issuance, ~~TRUST~~Moody’s ~~CERTIFICATEHOLDERS~~and/or S&P assigned ~~ARE~~ratings ~~UNSECURED~~to ~~OBLIGATIONS~~the trust certificates equivalent to the ratings of the underlying securities as of the date of the applicable prospectus supplement.

InAny arating ~~liquidation,~~issued ~~holders~~with ofrespect to the ~~underlying~~trust ~~securities~~certificates is not a recommendation to purchase, sell ~~including~~or hold a security. Ratings do not comment on the market price of the trust, certificates or their suitability for a particular investor. We cannot assure you that these ratings will beremain ~~paid~~for ~~only~~any ~~after~~given ~~holders~~period of ~~secured~~time ~~obligations~~or ofthat ~~the~~a ratings agency would ~~underlying~~not ~~securities~~revise ~~issuer.~~or ~~According~~withdraw toentirely the ratings if, in ~~underlying~~its ~~securities~~judgment, ~~prospectus~~circumstances (including, without limitation, the rating of the underlying securities) merit. ~~are~~A ~~unsecured~~revision ~~and~~or ~~rank~~withdrawal ~~equally~~of ~~with~~a ~~all~~rating may ~~other~~adversely ~~unsecured~~affect ~~and~~the ~~unsubordinated~~market ~~debt~~price ~~obligations~~ of the ~~underlying securities issuer~~trust certificates.

~~THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE~~5

AtITEM ~~the~~1B. ~~time~~UNRESOLVED ofSTAFF ~~issuance, Moody’s and/or S&P assigned~~COMMENTS ~~ratings to the trust certificates equivalent to the ratings of the underlying securities as of the date of the applicable prospectus supplement.~~

~~Any~~ Not ~~rating issued with respect to the trust certificates is not a recommendation to purchase, sell or hold a security~~Applicable. ~~Ratings do not comment on~~ 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.

5ITEM 2. PROPERTIES

~~Table of Contents~~ None.

ITEM 1B3. ~~UNRESOLVED~~LEGAL ~~STAFF COMMENTS~~PROCEEDINGS

~~Not Applicable~~None.

ITEM 24. ~~PROPERTIES~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

~~ITEM~~PART ~~3. LEGAL PROCEEDINGS~~II

~~None~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~ITEM~~The 4Trust Certificates issued by PPLUS Trust Series VAL-1 are represented by one or more physical certificates registered in the name of Cede & Co., the ~~SUBMISSION~~nominee OFof ~~MATTERS~~the TODepository ATrust ~~VOTE~~Company. OFThe Trust ~~SECURITY~~Certificates ~~HOLDERS~~are listed on the New York Stock Exchange.

~~None~~ITEM 6. SELECTED FINANCIAL DATA

~~PART~~ Not IIApplicable.

ITEM 57. ~~MARKET FOR REGISTRANT~~MANAGEMENT’S ~~COMMON~~DISCUSSION ~~EQUITY,~~AND ~~RELATED STOCKHOLDER~~ANALYSIS ~~MATTERS~~OF FINANCIAL CONDITION AND ~~ISSUER~~RESULTS ~~PURCHASES~~ OF ~~EQUITY~~ ~~SECURITIES~~OPERATIONS

~~The~~ Not ~~Trust Certificates issued by PPLUS Trust Series VAL-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.~~

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

~~Not Applicable~~None.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~6

~~Not~~ITEM ~~Applicable~~9A. CONTROLS AND PROCEDURES

~~ITEM~~The 9.Registrant ~~CHANGES~~has INprocedures ~~AND~~so ~~DISAGREEMENTS~~as ~~WITH~~to ~~ACCOUNTANTS~~provide reasonable ONassurance that its future Exchange Act ~~ACCOUNTING~~filings ~~AND~~will ~~FINANCIAL~~be ~~DISCLOSURE~~filed within the applicable time periods.

~~None~~ITEM 9B. OTHER INFORMATION

6 None.

~~Table~~PART ~~of Contents~~III

ITEM 9A10. ~~CONTROLS~~DIRECTORS, EXECUTIVE OFFICERS AND ~~PROCEDURES~~ CORPORATE GOVERNANCE

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

ITEM 9B11. ~~OTHER~~EXECUTIVE ~~INFORMATION~~COMPENSATION

~~None~~Not Applicable.

~~PART~~ITEM ~~III~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~(a) 10Securities Authorized For Issuance Under Equity Compensation Plans: None. ~~DIRECTORS~~(b) ~~AND~~Security ~~EXECUTIVE~~Ownership ~~OFFICERS~~Of OFCertain ~~THE~~Beneficial ~~REGISTRANT~~ 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

~~ITEM 11~~ None. ~~EXECUTIVE COMPENSATION~~

~~Not~~ITEM ~~Applicable~~14. 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 IV~~7

~~ITEM~~The ~~15.~~following ~~EXHIBITS~~exhibits are filed as part of, ~~FINANCIAL~~and incorporated ~~STATEMENT~~by ~~SCHEDULES~~reference into this Annual Report on Form 10-K:

(a)(1) Financial Statements: Not Applicable.

	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)~~(2) Financial Statement Schedules: Not Applicable.~~ Exhibits

The Registrant hereby files as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) ~~List~~set offorth ~~Exhibits~~above.

7(c) Financial Statement Schedules

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

~~The following exhibits are filed as part of, and~~8 ~~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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(bd) ~~Exhibits~~ 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.

The Registrant hereby files as part of this Annual Report on Form 10-K the exhibits listed in Item 15(a)(3) set forth above.


	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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