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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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(Name of Issuer) The S&P 500 Protected Equity Fund
(Title of Class of Securities) Common Stock
(CUSIP Number) 78379P103
March 31, 2000
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(Date of Event Which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 78379P103 13G
_______________________________________________________________________________
(1) Name of Reporting Persons I.R.S Identification nos. of Above Persons
(entities only)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
#13-5674085
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of Shares (5) Sole Voting Power
None
Beneficially _________________________________________________________________
Owned (6) Shared Voting Power
10,576,279
By Each _______________________________________________________________
Reporting (7) Sole Dispositive Power
None
Person _______________________________________________________________
With (8) Shared Dispositive Power
10,576,279
_______________________________________________________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
10,576,279
_______________________________________________________________________________
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
_______________________________________________________________________________
(11) Percent of Class Represented by Amount in Row (9)
33.6%
_______________________________________________________________________________
(12) Type of Reporting Person (see instructions)
BD,CO
_______________________________________________________________________________
(14) Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
_______________________________________________________________________________
CUSIP No. 78379P103 13G
_______________________________________________________________________________
Item 1(a) Name of Issuer:
The S&P 500 Protected Equity Fund (the "Company")
_______________________________________________________________________________
Item 1(b) Address of Issuer's Principal Executive Offices:
Merrill Lynch Asset Management L.P.
P.O. Box 9081
Princeton NJ 08543-9081
_______________________________________________________________________________
Item 2(a) Name of Person Filing:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
_______________________________________________________________________________
Item 2(b) Address of Principal Business Office, or if None, Residence:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
_______________________________________________________________________________
Item 2(c) Citizenship:
SEE ITEM 4 OF COVER
PAGES__________________________________________________________________________
Item 2(d) Title of Class of Securities:
SEE COVER PAGE
_______________________________________________________________________________
Item 2(e) CUSIP Number:
SEE COVER PAGE
_______________________________________________________________________________
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
a. [X] Broker or dealer registered under Section 15 of the Exchange
Act.
b. [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
c. [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
d. [_] Investment company registered under Section 8 of the
Investment Company Act.
e. [_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
f. [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
g. [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
h. [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
i. [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
j. [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 78379P103 13G
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
a. Amount Beneficially Owned: SEE ITEM 9 OF COVER PAGES
Pursuant to 240.13d-4, MLPF&S (the "Reporting Person") disclaims
beneficial ownership of the securities of the Company referred to herein, and
the filing of this Schedule 13G shall not be construed as an admission that the
Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities of the Company covered by this statement,
other than certain securities of the Company held in MLPF&S proprietary
accounts.
b. Percent of class: SEE ITEM 11 OF COVER PAGES
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote:
SEE ITEM 5 OF COVER PAGES
ii. Shared power to vote or to direct the vote:
SEE ITEM 6 OF COVER PAGES
iii. Sole power to dispose or to direct the disposition of:
SEE ITEM 7 OF COVER PAGES
iv. Shared power to dispose or to direct the disposition of
SEE ITEM 8 OF COVER PAGES
_______________________________________________________________________________
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
that 5 percent of the class of securities, check the following [ ].
NOT APPLICABLE
_______________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
MLPF&S has discretionary investment authority in respect to certain
customer accounts holding in the aggregate 5,500 shares of the common stock
of the S&P 500 Protected Equity Fund. Such shares are held on behalf of
persons who have the right to receive, or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities. MLPF&S
does have an interest that relates to more than 5% of the class of securities
herein.
_______________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE
_______________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
_______________________________________________________________________________
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
_______________________________________________________________________________
CUSIP No. 78379P103 13G
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and not held for the purpose of or
with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated: April 7, 2000
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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/s/ Andrea Lowenthal
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Signature
Andrea Lowenthal*
Attorney-in-fact
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Name/Title
*Signed pursuant to a Power of Attorney, dated November 17, 1995, a
copy of which is attached hereto as Exhibit A.
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of Delaware, with
its principal place of business at World Financial Center, North Tower, 250
Vesey Street, New York, New York 10281 does hereby make, constitute and
appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T.
Russo, or any other individual from time to time elected or appointed as
secretary or an assistant secretary of the Corporation, acting severally,
each of whose address is Merrill Lynch & Co., Inc., World Financial Center,
North Tower, 250 Vesey Street, New York, New York 10281, as its true and
lawful attorneys-in-fact, for it and in its name, place and stead (i) to
execute on behalf of the Corporation and cause to be filed and/or delivered,
as required under Section 13(d) of the Securities Exchange Act of 1934 (the
"Act") and the regulations thereunder, any number, as appropriate, of
original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any amendments and joint filing agreements under Rule
13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or
delivered with respect to any equity security (as defined in Rule 13d-1(d)
under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as
fully in all respects as if the undersigned could do if personally present.
This Power of Attorney shall remain in effect until revoked, in writing, by
the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
