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RULE NO. 424(b)(3)
REGISTRATION NOS. 333-95807
333-92163
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 31, 2000)
[LOGO] TELECOM HOLDRS
1,000,000,000 Depositary Receipts
Telecom HOLDRSSM Trust
This prospectus supplement amends and supplements information contained in
the prospectus dated January 31, 2000 relating to the sale of up to
1,000,000,000 depositary receipts by Telecom HOLDRSSM Trust.
The share amounts specified in the table on page 10 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>
SBC Communications Inc. SBC 27 NYSE
AT&T Corp. T 25 NYSE
WorldCom, Inc. (/1/)(/3/) WCOM 22 NASDAQ
Verizon Communications(/2/) VZ 21.76* NYSE
BellSouth Corp. BLS 15 NYSE
BCE Inc. BCE 5 NYSE
Sprint Corporation (FON Group) (/3/) FON 6 NYSE
Sprint Corporation (PCS Group) (/3/) PCS 6* NYSE
Global Crossing Ltd. GBLX 6 NASDAQ
Nextel Communications, Inc. NXTL 6* NASDAQ
Qwest Communications International, Inc.(/4/) Q 12.91728* NYSE
Level 3 Communications, Inc. LVLT 3 NASDAQ
ALLTEL Corp. AT 2 NYSE
Telephone and Data Systems, Inc. TDS 1 AMEX
NTL Incorporated NTLI 1.25* NASDAQ
Broadwing, Inc. BRW 2 NYSE
McLeodUSA, Inc. MCLD 3* NASDAQ
Century Telephone Enterprises, Inc. CTL 1 NYSE
</TABLE>
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* Reflects previous stock split or business combination transaction.
(1) On May 5, 2000, MCI WorldCom, Inc. changed its name to WorldCom, Inc.
(2) On June 30, 2000, Bell Atlantic Corp. and GTE Corp. completed their
merger to create the combined company Verizon Communications, exchanging
1 share of Verizon common stock for each share of Bell Atlantic common
stock and 1.22 shares of Verizon common stock for each share of GTE
common stock. As a result, the share amount of Verizon represented by a
round-lot of 100 Telecom HOLDRS is now 21.76. Verizon began trading on
July 3, 2000 on the New York Stock Exchange under the symbol "VZ."
(3) On October 5, 1999, WorldCom, Inc. announced the planned acquisition of
Sprint Corporation (FON Group) and Sprint Corporation (PCS Group). This
transaction is subject to regulatory approval and customary closing
conditions.
(4) On June 30, 2000, Qwest Communications International, Inc. and US WEST,
Inc. completed their merger, exchanging 1.72932 shares of Qwest common
stock for each share of US WEST common stock. As a result, the four
shares of US WEST previously represented in each round-lot of 100 Telecom
HOLDRS have been exchanged for 6.91728 shares of Qwest. The share amount
of Qwest represented by a round-lot of 100 Telecom HOLDRS is now
12.91728.
The share amounts listed in the table above reflect all previous stock
splits. The stock prices in the tables set forth in Annex A of the base
prospectus will not be adjusted to account for the stock splits.
The date of this prospectus supplement is July 6, 2000.
