~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON~~ Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 153, ~~2009~~2010

MERRILL LYNCH DEPOSITOR, INC.
(on behalf of PREFERREDPLUS TRUST SERIES UPC-1)
(Exact name of registrant as specified in its charter)

Delaware	001-31484	13-3891329
Delaware (State or other jurisdiction of incorporation)		001-31484 (Commission File Number)	13-3891329 (I.R.S. Employer Identification No.)
(State or other	(Commission	(I. R. S. Employer
World Financial Center, New York, New York (Address of principal executive offices)			10080 (Zip Code)
jurisdiction of	File Number)	Identification No.)
incorporation)

World Financial Center,		10080
New York, New York		(Zip Code)
(Address of principal
executive offices)

Registrant’s telephone number, including area code: (212) 449-1000

INFORMATION TO BE INCLUDED IN REPORT

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1. Registrant’s Business and Operations
	Not applicable.
Section 2. Financial Information
	Not applicable.
Section 3. Securities and Trading Markets
	Not applicable.
Section 4. Matters Related to Accountants and Financial Statements
	Not applicable.
Section 5. Corporate Governance and Management
	Not applicable.
Section 6. Asset-Backed Securities
	Not applicable.
Section 7. Regulation FD
	Not applicable.
Section 8. Other Events
Item 8.01 Other events
	99.1	Distribution to holders of the PreferredPLUS Trust Certificates Series UPC-1 on December 15, 2009.
		For information with respect to the underlying securities held by PreferredPLUS Trust Series UPC-1, please refer to UnumProvident Corporation’s (Commission file number 001-11294) 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,

INFORMATION TO BE INCLUDED IN REPORT

		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 you were investing 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.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
	(a)	Financial statements of business acquired.
		Not Applicable.
	(b)	Pro forma financial information.
		Not Applicable.
	(c)	Shell company transactions.
		Not applicable.
	(d)	Exhibits.
		99.1	Trustee’s report in respect of the December 15, 2009 distribution to holders of the PreferredPLUS Trust Certificates Series UPC-1.

Section 1. Registrant’s Business and Operations

Not applicable.

Section 2. Financial Information

Not applicable.

Section 3. Securities and Trading Markets

Not applicable.

Section 4. Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) On March 3, 2010, Deloitte & Touche LLP (“D&T”) informed the Board of Directors of Merrill Lynch Depositor, Inc. (the “Registrant”) that it has declined to stand for reappointment as the Registrant’s independent registered public accounting firm in examining management’s assertion that the Registrant has complied with its minimum servicing standards.

D&T’s reports with respect to the examination of management’s assertion that the Registrant has complied with its established minimum servicing standards with respect to PreferredPLUS Trust Series UPC-1 (the “Trust”) for the fiscal years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion. While the scope of D&T’s examination was limited to the Registrant’s compliance with the minimum servicing standards, there were no further qualifications regarding audit scope, uncertainty or servicing standards. During the Trust’s fiscal years ended December 31, 2008 and December 31, 2007 and during the period from January 1, 2009 through March 3, 2010, there were no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of D&T, would have caused it to make a reference to the subject matter thereof in its report on management’s assertion that the Registrant has complied with its established minimum servicing standards for such periods. During the Trust’s fiscal years ended December 31, 2008 and December 31, 2007 and during the period from January 1, 2009 through March 3, 2010, there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).

The Registrant has provided D&T with a copy of the foregoing disclosures and has requested that D&T furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Registrant set forth above. A copy of D&T’s letter dated March 4, 2010 is filed as Exhibit 16.1 to this Form 8-K.

(b) On March 4, 2010, the Registrant approved the engagement of PricewaterhouseCoopers LLP (“PwC”) to replace D&T as the Registrant’s independent registered public accounting firm for examining management’s assertion that the Registrant has complied with its minimum servicing standards.

During the Trust’s fiscal years ended December 31, 2008 and December 31, 2007 and during the period from January 1, 2009 through March 3, 2010, neither the Registrant, the Trust, nor anyone on their behalf consulted PwC, on behalf of the Registrant or the Trust, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of report that might be rendered on management’s assertion that the Registrant has complied with its minimum servicing standards, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Section 5. Corporate Governance and Management

Not applicable.

Section 6. Asset-Backed Securities

Not applicable.

Section 7. Regulation FD

Not applicable.

Section 8. Other Events

Not applicable.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)

Financial statements of businesses acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Shell company transactions.

Not applicable.

(d)

Exhibits.

16.1

Letter dated March 4, 2010 from Deloitte & Touche LLP to the Securities and Exchange Commission confirming the disclosure contained in Item 4.01 of this report on Form 8-K.

SIGNATURES

Pursuant to the requirements 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: December 21, 2009	By:	/s/ Steven O’Neill
Date: March 9, 2010	By:	/s/ John Marciano
	Name:	~~Steven~~John ~~O’Neill~~Marciano
	Title:	~~Director~~Vice President

EXHIBIT INDEX

9916.1 ~~Trustee’s~~Letter ~~report~~dated inMarch ~~respect~~4, of2010 ~~the~~from ~~December~~Deloitte ~~15,~~& ~~2009~~Touche ~~distribution~~LLP to ~~holders~~the ofSecurities and Exchange Commission confirming the ~~PreferredPLUS~~disclosure ~~Trust~~contained ~~Certificates~~in ~~Series~~Item ~~UPC~~4.01 of this report on Form 8-1K.

Filing Compare · MERRILL LYNCH DEPOSITOR INC PREFERREDPLUS TRUST SERIES UPC 1