PROSPECTUS SUPPLEMENT                       FILED PURSUANT TO RULE NO. 424(b)(3)
(To Prospectus dated January 29, 2002)               REGISTRATION NO.  333-36490






                                 [LOGO OMITTED]




                        1,000,000,000 Depositary Receipts
                           Utilities HOLDRS (SM) Trust



         This prospectus supplement supplements information contained in the
prospectus dated January 29, 2002 relating to the sale of up to 1,000,000,000
depositary receipts by the Utilities HOLDRS (SM) Trust.

         The share amounts specified in the table on page 10 of the base
prospectus shall be replaced with the following:

                                                          Share       Primary
                   Name of Company              Ticker   Amounts  Trading Market
- -----------------------------------------       ------   -------  --------------
American Electric Power Company, Inc.             AEP      14          NYSE
Consolidated Edison, Inc.                         ED        9          NYSE
Dominion Resources, Inc.                           D       11          NYSE
Duke Energy Corporation                           DUK      30          NYSE
Dynegy, Inc.                                      DYN      12          NYSE
Edison International                              EIX      15          NYSE
El Paso Corporation                               EP       10          NYSE
Entergy Corporation                               ETR      10          NYSE
Exelon Corporation                                EXC      15          NYSE
FirstEnergy Corporation                           FE       10          NYSE
FPL Group, Inc.                                   FPL       8          NYSE
Mirant Corporation                                MIR   11.530806      NYSE
PG&E Corporation                                  PCG      17          NYSE
Progress Energy, Inc.                             PGN       7          NYSE
Public Service Enterprise Group Incorporated      PEG      10          NYSE
Reliant Energy Resources Corp.                    REI      13          NYSE
The Southern Company                              SO       29          NYSE
Texas Utilities Company                           TXU      12          NYSE
The Williams Companies, Inc.                      WMB      20          NYSE



         The share amounts listed in the table above reflect all previous stock
splits, dividends and business combination transactions.






Recent Developments

         As of January 2, 2002, Standard & Poor's Corporation sector
classifications are based upon the new Standard & Poor's Global Industry
Classification Standard ("GICS") sectors. Standard & Poor's Corporation is an
independent source of market information that, among other things, maintains the
Global Industry Classification Standard, which classifies the securities of
public companies into various sector classifications based upon GICS sectors,
which are derived from its own criteria. The GICS classification standards were
exclusively effective on January 2, 2002. There are 10 Standard & Poor's GICS
sectors and each class of publicly traded securities of a company are given only
one GICS sector.

         The securities included in the Utilities HOLDRS are currently
represented in the Utilities GICS sector. The Standard & Poor's GICS sector
classifications of the securities included in the Utilities HOLDRS 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 GICS
sectors, or both.

         As provided in the depositary trust agreement, in addition to the other
reconstitution events described therein, if the underlying securities of an
issuer cease to be outstanding as a result of a merger, consolidation, corporate
combination or other event, the trustee will distribute the consideration paid
by and received from the acquiring company to the beneficial owners of Utilities
HOLDRS only if the distributed securities have a different Standard & Poor's
GICS sector classification than any of the underlying securities represented in
the Utilities HOLDRS at the time of the distribution or exchange or if the
securities received are not listed for trading on a U.S. national securities
exchange or through the Nasdaq National Market System. In any other case, the
additional securities received as consideration will be deposited into the
Utilities HOLDRS trust.

         In addition, securities of a new company will be added to the Utilities
HOLDRS, as a result of a distribution of securities by an underlying issuer,
where a corporate event occurs, or where the securities of an underlying issuer
are exchanged for the securities of another company, unless the securities
received have a Standard & Poor's GICS sector classification that is different
from the GICS sector classification of any other security then included in the
Utilities HOLDRS or are not listed for trading on a U.S. national securities
exchange or through the Nasdaq National Market System.



            The date of this prospectus supplement is June 30, 2002.


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