MERRILL LYNCH PIERCE FENNER & SMITH INC
8-K, 1999-12-23
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 --------------

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 19, 1999

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                Initial Depositor
             (Exact name of registrant as specified in its charter)

                             Internet HOLDRsSM Trust
                      [Issuer with respect to the receipts]

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

                             Commission File Number

                                   13-5674085
                      (I.R.S. Employer Identification No.)

                                250 Vesey Street
                            New York, New York 10281
              (Address of principal executive offices and zip code)

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

                               Page 1 of 5 pages.
                      The Exhibit Index appears at Page 4.

<PAGE>


Item 5.  Other Events

         On November 19, 1999 Exodus Communications, Inc., effected a
two-for-one stock split on its common stock by means of a stock dividend. On
December 14, 1999 shareholders received one additional share for every share
they owned of record on November 30, 1999.

         On December 3, 1999 Inktomi Corporation declared a two-for-one stock
split on its common stock to be effected by means of a stock dividend to
shareholders of record on December 14, 1999. At such date, the shares of common
stock will begin trading on a split-adjusted basis on December 30, 1999.

         On December 15, 1999 CMGI, Inc. declared a two-for-one stock split on
its common stock to be effected by means of a stock dividend to shareholders of
record on December 28, 1999. The shares of common stock will begin trading on a
split-adjusted basis on January 11, 2000.

         On December 20, 1999, DoubleClick Inc. declared a two-for-one stock
split on its common stock, to be effected by means of a stock dividend to
shareholders of record on December 31, 1999. The shares of common stock will
begin trading on a split-adjusted basis on January 10, 2000.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c) Exhibits

               (99) Internet HOLDRsSM Trust Prospectus Supplement No. 2 dated
                    December 23, 1999 to Prospectus dated September 22, 1999.



                                       2
<PAGE>



                                    SIGNATURE

         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, PIERCE, FENNER & SMITH INCORPORATED

Date:  December 23, 1999      By:  /s/ Stephen G. Bodurtha
                                   ---------------------------
                                   Name:  Stephen G. Bodurtha
                                   Title: Attorney-in-Fact





                                       3
<PAGE>


                                  EXHIBIT INDEX

Number and Description of Exhibit                            Sequential
- ---------------------------------                            Page Number
                                                             -----------

(99) Internet HOLDRsSM Trust Prospectus                          Pg. 5
Supplement No. 2 dated December 23, 1999 to
Prospectus dated September 22, 1999.




                                       4


PROSPECTUS SUPPLEMENT No. 2
(To Prospectus dated September 22, 1999)

                             [LOGO] INTERNET HOLDRs

                        1,000,000,000 Depositary Receipts
                             Internet HOLDRsSM Trust

         This prospectus supplement amends and supplements certain information
contained in the prospectus dated September 22, 1999 relating to the sale of up
to 1,000,000,000 depositary receipts by Internet HOLDRsSM Trust.

         The share amounts specified in the table on page 8 of the base
prospectus shall be replaced with the following:

<TABLE>
<CAPTION>

                                            Primary
                                            Share        Trading
Name of Company                    Ticker   Amounts      Market
- -------------------------------    ------   -------      ------

<S>                               <C>         <C>       <C>
America Online Inc.                AOL         42*         NYSE
Yahoo Inc.                         YHOO        13        NASDAQ
Amazon.com Inc.                    AMZN        18        NASDAQ
eBay Inc.                          EBAY         6        NASDAQ
At Home Corp.                      ATHM        17        NASDAQ
Priceline.Com Inc.                 PCLN         7        NASDAQ
CMGI Inc. (1)                      CMGI         5        NASDAQ
Inktomi Corporation (2)            INKT         3        NASDAQ
RealNetworks, Inc.                 RNWK         4        NASDAQ

Exodus Communications, Inc. (3)    EXDS         8        NASDAQ
E*TRADE Group Inc.                 EGRP        12        NASDAQ
DoubleClick Inc. (4)               DCLK         2        NASDAQ
Ameritrade Holding Corp.           AMTD         9        NASDAQ
Lycos, Inc.                        LCOS         4        NASDAQ
CNET, Inc.                         CNET         4        NASDAQ
PSINet, Inc.                       PSIX         3        NASDAQ
Network Associates, Inc.           NETA         7        NASDAQ
EarthLink Network, Inc.            ELNK         2        NASDAQ
MindSpring Enterprises, Inc.       MSPG         3        NASDAQ
Go2Net, Inc.                       GNET         1        NASDAQ

</TABLE>

- --------
*    Reflects previous stock split.

(1)  On December 15, 1999, CMGI, Inc. declared a two-for-one stock split on its
     common stock, to be effected by means of a stock dividend to shareholders
     of record on December 28, 1999. The shares of common stock will begin
     trading on a split-adjusted basis on January 11, 2000. At such date, the
     share amount of CMGI, Inc. represented by a round-lot of 100 Internet
     HOLDRs SM will be 10.

(2)  On December 3, 1999, Inktomi Corporation declared a two-for-one stock split
     on its common stock, to be effected by means of a stock dividend to
     shareholders of record on December 14, 1999. The shares of common stock
     will begin trading on a split-adjusted basis on December 30, 1999. At such
     date, the share amount of Inktomi Corporation represented by a round-lot of
     100 Internet HOLDRs SM will be 6.

(3)  On November 19, 1999, Exodus Communications, Inc., effected a two-for-one
     stock split on its common stock by means of a stock dividend. On December
     14, 1999, shareholders received one additional share for every share they
     owned of record on November 20, 1999. The share amount of Exodus
     Communications, Inc. represented by a round-lot of 100 Internet HOLDRs SM
     is 8.

(4)  On December 20, 1999, DoubleClick Inc. declared a two-for-one stock split
     on its common stock to be effected by means of a stock dividend to
     shareholders of record on December 31, 1999. The shares of common stock
     will begin trading on a split-adjusted basis on January 10, 2000. At such
     date, the share amount of DoubleClick Inc. represented by a round-lot of
     100 Internet HOLDRs SM will be 4.

         The stock prices in the tables set forth in Annex A of the accompanying
prospectus have not been and will not be, adjusted to account for any stock
splits.

         The date of this prospectus supplement is December 23, 1999.


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