MERRILL LYNCH PIERCE FENNER & SMITH INC
424B3, 2000-11-28
ASSET-BACKED SECURITIES
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                                                      Registration No. 333-78575
                                                              Rule No. 424(b)(3)
PROSPECTUS SUPPLEMENT No. 5
(To Prospectus Supplement No. 4
dated June 30, 2000 and to Prospectus
dated September 22, 1999)

                         [LOGO OF HOLDERS/SM/ INTERNET]

                       1,000,000,000 Depositary Receipts
                           Internet HOLDRS/SM/ Trust

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

   The depositary trust agreement entered into between Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as the initial depositor, and The Bank of New
York, as trustee, has been amended as of November 22, 2000. The agreement has
been amended to revise the rules related to distributions of securities from
the Internet HOLDRS Trust.

   The depositary trust agreement has been amended to provide the following:

  .  if a company included in the Internet HOLDRS Trust distributes
     securities, the distributed securities will not be distributed from the
     Internet HOLDRS Trust, unless either the distributed securities are not
     listed for trading on a U.S. national securities exchange or through
     Nasdaq NMS or the distributed securities have a Standard & Poor's sector
     classification that is different from the Standard & Poor's sector
     classifications represented in the Internet HOLDRS Trust at the time of
     the distribution, and

  .  if the securities of a company included in the Internet HOLDRS Trust are
     no longer outstanding, as a result of a merger, consolidation, corporate
     combination or other event, any securities received in exchange for
     those securities will not be distributed from the Internet HOLDRS Trust,
     unless either the securities received in exchange are not listed for
     trading on a U.S. national securities exchange or through Nasdaq NMS or
     the securities received in exchange have a Standard & Poor's sector
     classification that is different from the Standard & Poor's sector
     classifications represented in the Internet HOLDRS Trust at the time of
     the exchange.

   Standard & Poor's Corporation is an independent source of market information
that, among other things, classifies the securities of public companies into
various sector classifications based on its own criteria. There are 11 Standard
& Poor's sector classifications and each class of publicly traded securities of
a company are given only one sector classification. As of the date of this
prospectus supplement, the securities included in the Internet HOLDRS Trust are
represented in the Consumer Cyclicals, Financials and Technology sectors. The
Standard & Poor's sector classifications of the securities included in the
Internet HOLDRS Trust may change over time if the companies that issued these
securities change their focus of operations or if Standard & Poor's alters the
criteria it uses to determine sector classifications, or both.

   It is anticipated, as a result of Standard & Poor's broadly defined sector
classifications, that most distributions or exchanges of securities will not
result in the distribution of securities from the Internet HOLDRS Trust. The
trustee will review the publicly available information that identifies the
Standard & Poor's sector classifications of securities to determine whether
securities received as a result of a distribution by an underlying issuer or in
exchange of securities included in the Internet HOLDRS Trust will be
distributed from the Internet HOLDRS Trust to you.

   The date of this prospectus supplement is November 28, 2000.


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