As filed with the Securities and Exchange Commission on March 11, 2009

Registration No. 333-36480

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

POST-EFFECTIVE AMENDMENT NO. 8

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Initial Depositor

(Exact name of registrant as specified in charter)

_________________

Regional Bank HOLDRSSM TRUST

[Issuer with respect to the receipts]

Delaware

(State or other jurisdiction of

incorporation or organization)

6211

(Primary Standard Industrial

Classification Code Number)

13-5674085

(I.R.S. Employer Identification
Number)

_________________

250 Vesey Street

New York, New York 10281

(212) 449-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

Copies to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated 250 Vesey Street New York, New York 10281 (212) 449-1000 Attn: Corporate Secretary (Name, address, including zip code, and telephone number, including area code, of agent for service)	Andrew B. Jánszky, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

PROSPECTUS

1,000,000,000 Depositary Receipts

Regional Bank HOLDRSSM Trust

The Regional Bank HOLDRSSM Trust issues Depositary Receipts called Regional Bank HOLDRSSM representing your undivided beneficial ownership in the U.S.-traded common stock of a group of specified companies that are involved in various segments of the regional banking industry. The Bank of New York Mellon is the trustee. You only may acquire, hold or transfer Regional Bank HOLDRS in a round-lot amount of 100 Regional Bank HOLDRS or round-lot multiples. Regional Bank HOLDRS are separate from the underlying deposited common stocks that are represented by the Regional Bank HOLDRS. For a list of the names and the number of shares of the companies that make up a Regional Bank HOLDR, see “Highlights of Regional Bank HOLDRS--The Regional Bank HOLDRS” in this prospectus. The Regional Bank HOLDRSSM trust will issue Regional Bank HOLDRS on a continuous basis.

Investing in Regional Bank HOLDRS involves significant risks. See “Risk Factors.”

Regional Bank HOLDRS are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates. Regional Bank HOLDRS are not interests in The Bank of New York Mellon, as trustee. Please see “Description of the Depositary Trust Agreement” in this prospectus for a more complete description of the duties and responsibilities of the trustee, including the obligation of the trustee to act without negligence or bad faith.

The Regional Bank HOLDRS are listed on the NYSE Arca under the symbol “RKH”. On February 27, 2009, the last reported sale price of the Regional Bank HOLDRS on the NYSE Arca was $43.84.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

________________

The date of this prospectus is March 11, 2009.

“HOLDRS” and “HOLding Company Depositary ReceiptS” are service marks of Merrill Lynch & Co., Inc.

Table of Contents

	Page
SUMMARY	3
RISK FACTORS	4
HIGHLIGHTS OF REGIONAL BANK HOLDRS	9
THE TRUST	18
DESCRIPTION OF REGIONAL BANK HOLDRS	18
DESCRIPTION OF THE UNDERLYING SECURITIES	20
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT	23
U.S. FEDERAL INCOME TAX CONSEQUENCES	27
ERISA CONSIDERATIONS	32
PLAN OF DISTRIBUTION	32
LEGAL MATTERS	32
WHERE YOU CAN FIND MORE INFORMATION	32

This prospectus contains information you should consider when making your investment decision. With respect to information about Regional Bank HOLDRS, you should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell Regional Bank HOLDRS in any jurisdiction where the offer or sale is not permitted.

The Regional Bank HOLDRS are not registered for public sale outside of the United States. Non-U.S. receipt holders should refer to “U.S. Federal Income Tax Consequences—Non U.S. receipt holders” and we recommend that non-U.S. receipt holders consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Regional Bank HOLDRS or of the underlying securities through an investment in the Regional Bank HOLDRS.

SUMMARY

The Regional Bank HOLding Company Depositary ReceiptS or HOLDRS trust was formed under the depositary trust agreement, dated as of May 18, 2000, as amended and restated on June 21, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Regional Bank HOLDRS. The depositary trust agreement was amended on November 22, 2000. The trust is not a registered investment company under the Investment Company Act of 1940.

The number of shares of each company’s common stock currently held by the trust with respect to each round-lot of Regional Bank HOLDRS is specified under “Highlights of Regional Bank HOLDRS—The Regional Bank HOLDRS.” This group of common stocks, and the securities of any company that may be added to the Regional Bank HOLDRS, are collectively referred to in this prospectus as the underlying securities. The companies included in the Regional Bank HOLDRS may change as a result of reconstitution events, distributions of securities by the underlying issuers or other events. See “Description of the Depositary Trust Agreement—Reconstitution events” for an explanation of these events. The Regional Bank HOLDRS are separate from the underlying common stocks that are represented by the Regional Bank HOLDRS. On February 27, 2009, there were 4,524,800 Regional Bank HOLDRS outstanding.

RISK FACTORS

An investment in Regional Bank HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Regional Bank HOLDRS, including the risks associated with a concentrated investment in regional banks.

General Risk Factors

Loss of investment. Because the value of Regional Bank HOLDRS directly relates to the value of the underlying securities, you may lose a substantial portion of your investment in the Regional Bank HOLDRS if the underlying securities decline in value.

Discount trading price. Regional Bank HOLDRS may trade at a discount to the aggregate value of the underlying securities.

Ownership of only fractional shares in the underlying securities. As a result of distributions of securities by companies included in the Regional Bank HOLDRS or other corporate events, such as mergers, a Regional Bank HOLDR may represent an interest in a fractional share of an underlying security. You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with the other shares of such underlying securities and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional shares in the underlying securities. In addition, if you surrender your Regional Bank HOLDRS to receive the underlying securities you will receive cash in lieu of your fractional shares. You will not be entitled to any securities if your interest in an underlying security is only a fraction of a share.

Not necessarily representative of the regional banking industry. At the time of the initial offering, the companies included in the Regional Bank HOLDRS were generally considered to be involved in various aspects of the regional banking industry. However, the market price of the underlying securities and the Regional Bank HOLDRS may not necessarily follow the price movements of the entire regional banking industry generally. If the underlying securities decline in value, your investment in the Regional Bank HOLDRS will decline in value even if common stock prices of companies involved in the regional banking industry generally increase in value. In addition, since the time of the initial offering, the companies included in the Regional Bank HOLDRS may not be involved in the regional banking industry. In this case, the Regional Bank HOLDRS may not consist of securities issued only by companies involved in the regional banking industry.

Not necessarily comprised of solely regional banking companies. As a result of distributions of securities by companies included in the Regional Bank HOLDRS or other corporate events, such as mergers, securities of companies that are not currently included in the Regional Bank HOLDRS and that are not involved in the regional banking industry may be included in Regional Bank HOLDRS. The securities of a new company will only be distributed from the Regional Bank HOLDRS if the securities have a different Standard & Poor’s Corporation sector classification than any of the underlying issuers included in Regional Bank HOLDRS at the time of the distribution or the corporate event or if the securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. As of January 2, 2002, Standard & Poor’s Corporation sector classifications are based upon the Standard & Poor’s Global Industry Classification Standard (“GICS”) sectors. As there are only 10 broadly defined GICS sectors, the use of GICS sectors to determine whether a new company will be included in the Regional Bank HOLDRS provides no assurance that each new company included in the Regional Bank HOLDRS will be involved in the regional banking industry. Currently, the underlying securities included in the Regional Bank HOLDRS are represented in the Financials GICS sector. As each Standard & Poor’s GICS sector is defined so broadly, the securities of a new company could have the same GICS sector classification as a company currently included in the Regional Bank HOLDRS yet not be involved in the regional banking industry.

In addition, the GICS sector classifications of securities included in the Regional Bank 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. Therefore, additional GICS sectors may be represented in the Regional Bank HOLDRS, which may also result in the inclusion in the Regional Bank HOLDRS of the securities of a new company that is not involved in the regional banking industry.

No investigation of underlying securities. The underlying securities initially included in the Regional Bank HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of the issuers and the market liquidity of securities in the regional banking industry, without regard for the value, price performance, volatility or investment merit of the underlying securities. Consequently, the Regional Bank HOLDRS trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and each of their respective affiliates, have not performed any investigation or review of the selected companies, including the public filings by the companies. Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective affiliates.

Loss of diversification. As a result of industry developments, reorganizations or market fluctuations affecting issuers of the underlying securities, Regional Bank HOLDRS may not necessarily be a diversified investment in the regional banking industry. In addition, reconstitution events, distributions of securities by an underlying issuer or other events, which may result in the distribution of securities from, or the inclusion of additional securities in, the Regional Bank HOLDRS, may also reduce diversification. Regional Bank HOLDRS may represent a concentrated investment in one or more of the underlying securities, which would reduce investment diversification and increase your exposure to the risks of concentrated investments.

Conflicting investment choices. In order to sell one or more of the underlying securities individually, participate in a tender offer relating to one or more of the underlying securities, or participate in any form of stock repurchase program by an issuer of an underlying security, you will be required to cancel your Regional Bank HOLDRS and receive delivery of each of the underlying securities. The cancellation of your Regional Bank HOLDRS will allow you to sell individual underlying securities or to deliver individual underlying securities in a tender offer or any form of stock repurchase program. The cancellation of Regional Bank HOLDRS will involve payment of a cancellation fee to the trustee.

Trading halts. Trading in Regional Bank HOLDRS on the NYSE Arca may be halted if (i) the number of Regional Bank HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Regional Bank HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca. If trading is halted in Regional Bank HOLDRS, you will not be able to trade Regional Bank HOLDRS and you will only be able to trade the underlying securities if you cancel your Regional Bank HOLDRS and receive each of the underlying securities.

Delisting from the NYSE Arca. The NYSE Arca may consider delisting the Regional Bank HOLDRS if (i) the number of Regional Bank HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Regional Bank HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca. If the Regional Bank HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Regional Bank HOLDRS are listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Regional Bank HOLDRS are delisted.

Possible conflicts of interest. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, selected the underlying securities that were originally included in the Regional Bank HOLDRS and may face possible conflicts of interest as Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may engage in investment banking or may provide other services for issuers of the underlying securities in connection with its business.

Delays in distributions. The depositary trust agreement provides that the trustee will use its reasonable efforts to distribute any cash or other distributions paid in respect of the underlying securities to you as soon as practicable after receipt of such distribution. However, you may receive such cash or other distributions later than you would if you owned the underlying securities outside of the Regional Bank HOLDRS. In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary.

Risk Factors Specific to Companies Involved in the Regional Bank Industry

Regional bank stock prices may be volatile, which will directly affect the price volatility of the Regional Bank HOLDRS, and you could lose all or part of your investment. The trading prices of the common stocks of regional banks can be volatile. The initial offering price of a Regional Bank HOLDR on June 23, 2000 was $97.00 and during 2008 the price of a Regional Bank HOLDR reached a high of $139.28 and a low of $41.90. Regional bank stock prices could be subject to wide fluctuations in response to a variety of factors, including the following:

actual or anticipated variations in the banks’ quarterly operating results;

announcements of technological innovations or new services by regional banks or their competitors;

announcements by regional banks or their competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

failure to integrate or realize projected benefits from acquisitions;

changes in government regulations; and

fluctuations in quarterly and annual operating results.

The banking industry is heavily regulated on the federal and state levels, and modifications to existing banking laws and regulations or the adoption of new laws may adversely affect the operations of banking and financial institutions. There are numerous federal and state laws with which banking and financial institutions must comply. Adverse regulatory examinations and non-compliance with regulatory requirements may result in sanctions by regulatory agencies, additional regulatory restrictions and damage to the reputation of a bank, its holding company and affiliates. Additionally, government regulation of regional banking companies is intended primarily for the protection of consumers, borrowers and depositors of the banks, rather than of the stockholders of the institutions. Changes to laws and regulations can affect banks’ operating environments in substantial and unpredictable ways and changes may adversely affect the nature and scope of banking and financial activities and may have a negative effect on the financial condition and results of operations of a bank or financial institution.

Most regional banking companies are holding companies that rely on dividends from their subsidiaries as a substantial portion of their income and their rights generally are subordinate to the interests of third parties. The payment of dividends by subsidiaries of regional banks is subject to legal restrictions. In addition, the right of a parent bank holding company to participate in any distribution of assets upon a subsidiaries’ liquidation or reorganization is subject to the prior claims of the subsidiaries’ creditors. The ability of a bank holding company to receive dividends or other distributions is unpredictable, and fluctuations in income may adversely affect your investment in the Regional Bank HOLDRS.

The ability to maintain or increase market share depends on market acceptance of new products and services offered by regional banks. There is increasing pressure in the banking industry for banks to adapt to changing technologies. Regional banks must adapt services to evolving industry standards and provide more cost efficient services. The widespread adoption of new technologies, including Internet-based services, is likely to require substantial expenditures to modify or adapt the existing products and services offered by many regional banks. In addition, new product research and development may be costly and time-consuming. Many regional banks may not successfully introduce new products, achieve general market acceptance of their services or develop and maintain a loyal customer base. Failure to do so could have a material adverse effect on their business, results of operations and financial condition.

Some of the companies involved in the regional banking industry are also engaged in other lines of business unrelated to the regional banking business, and they may experience problems with these lines of business which could adversely affect their operating results. Some of the companies which comprise the Regional Bank HOLDRS have lines of business such as insurance, securities brokerage and underwriting, real estate development and equity investing that do not relate to traditional banking activities and which may present additional risks not mentioned in this prospectus. The operating results of these regional banks may fluctuate as a result of these additional risks and events in the other lines of business. In addition, a regional bank’s ability to engage in new activities may expose it to business risks with which it has less experience than it has with the business risks associated with its traditional businesses. Despite a company’s possible success in traditional banking activities, there can be no assurance that the other lines of business in which these companies are engaged will not have an adverse effect on a company’s business or financial condition.

The regional banking industry is very competitive, and a regional banking company’s failure to establish a customer base will adversely affect its operating results. The competition among regional banks to develop and maintain a customer base can be intense. Customer loyalty can be easily influenced by a competitor’s new offerings, and pricing policies, especially those offerings which provide cost savings. Many regional banks face significant competition from other banks, financial institutions and companies which have greater market share and financial resources, including banks which operate on a national or international level. These companies may be better positioned to finance research and development activities, provide a wider range of products and services over a greater geographic area and may have greater resources with which to acquire other companies in the industry. Regional banks, that meet certain criteria referred to as “financial holding companies,” may be able to offer a wider range of products and services, perhaps at a more competitive rate, and may realize a competitive advantage over other regional banks.

Inability to manage rapid growth could adversely affect systems, management resources and revenues. Many regional banks are, or plan to, rapidly expand their operations. The marketing and expansion strategies of many of these regional banks has placed and will continue to place a significant strain on the management, financial controls, operations systems, personnel and other resources. There can be no assurance that these companies will complete the necessary improvements to their systems, procedures and controls necessary to support their future operations in a timely manner or that management will be able to hire, train, retain and manage required personnel to manage such rapid growth.

Failure to integrate acquisitions could disrupt operations and prevent the realization of intended benefits. In recent years, there has been substantial consolidation among companies in the financial services industry. In particular, a number of large commercial banks, insurance companies and other financial services firms have established or acquired broker-dealers or have merged with other financial institutions. Some of these firms have the ability to offer a wide range of products, which may enhance their competitive position and result in pricing pressure on traditional banking businesses. The ability of a bank to successfully complete an acquisition is subject to regulatory approval and there can be no assurance that approval will be granted. Some regional banks may have difficulty integrating acquired companies, which frequently operate in different markets than the acquiring bank. This may result in failure to realize expected cost savings, increases in geographic presence, increases in revenue and other projected benefits from such integration. Furthermore, regional banks may suffer material adverse short and long-term effects on operating results and financial condition as a result of such acquisitions.

The financial and international operations of many banks expose them to risks associated with instability and changes in economic, legal and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business. Many banks regularly trade in foreign currencies, engage in interest rate, foreign exchange and related derivative transactions, and, to a lesser extent, acquire and trade in non-U.S. securities. In addition, many regional banks have international operations. The risks of international business that the companies are exposed to include the following:

general economic, social and political conditions;

the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems;

differing tax rates, tariffs, exchange controls or other similar restrictions;

volatility of currency markets and value of worldwide financial markets; and

changes in, and compliance with, domestic and foreign laws and regulations which impose a range of restrictions on operations, trade practices, foreign trade and international investment decisions.

Other broad market and industry factors may decrease the stock price of regional banks’ stocks, regardless of their operating results. Market fluctuations, as well as general political and economic conditions, such as recession, war or interest rate or currency rate fluctuations, also may decrease the market price of regional banks’ stocks. Economists have declared that the United States’ economy is currently in a recession. The recession has adversely affected employment and other significant elements of the economy that drive productivity and the financial strength of businesses. These current conditions could have a material adverse affect on loan and deposit growth, loan loss reserves and, as a result, the financial condition and results of operations of companies whose common stocks are included in Regional Bank HOLDRS.

Many regional banks are dependent on their ability to continue to attract and retain highly-skilled technical and managerial personnel to develop and generate their business. Many regional banks are highly dependent of the experience, abilities and continued services of key executive officers and key technical personnel. If these banks lose the services of any of these officers or key technical personnel, their future success could be undermined. Competition for personnel has been and may continue to be intense. There is no certainty that any of these regional banks will be able to continue to attract and retain qualified personnel.

Fluctuations in interest rates could adversely affect the profitability of companies whose common stocks are included in the Regional Bank HOLDRS. Changes in market interest rates, including changes in the relationship between short-term and long-term market interest rates or between different interest rate indices, can impact margin spread, that is, the difference between the interest rates the companies whose common stocks are included in the Regional Bank HOLDRS charge on interest earning assets, such as loans, and the interest rates they pay on interest bearing liabilities, such as deposits. The impact, particularly in a falling interest rate environment, which is currently the case, could result in an increase in such companies’ interest expense relative to their interest income.

Companies whose common stocks are included in the Regional Bank HOLDRS are exposed to risks in connection with the loans they make. A significant source of risk for those companies whose common stocks are included in the Regional Bank HOLDRS arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. Credit monitoring procedures and credit policies, including the establishment and review of the allowance for loan losses may not prevent unexpected losses that could adversely affect the results of operations of companies whose securities are included in the Regional Bank HOLDRS. Such risk is exacerbated in a recessionary environment, which is currently the case.

HIGHLIGHTS OF REGIONAL BANK HOLDRS

This discussion highlights information regarding Regional Bank HOLDRS. We present certain information more fully in the rest of this prospectus. You should read the entire prospectus carefully before you purchase Regional Bank HOLDRS.

Issuer	Regional Bank HOLDRS Trust.

The trust	The Regional Bank HOLDRS Trust was formed under the depositary trust agreement, dated as of May 18, 2000, as amended and restated on June 21, 2000, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Regional Bank HOLDRS. The depositary trust agreement was amended on November 22, 2000. The trust is not a registered investment company under the Investment Company Act of 1940.

Initial depositor	Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Trustee	The Bank of New York Mellon, a New York state-chartered banking organization, is the trustee and receive compensation as set forth in the depositary trust agreement. The trustee is responsible for receiving deposits of underlying securities and delivering Regional Bank HOLDRS representing the underlying securities issued by the trust. The trustee holds the underlying securities on behalf of the holders of Regional Bank HOLDRS.

Purpose of Regional Bank HOLDRS	Regional Bank HOLDRS are designed to achieve the following: Diversification. Regional Bank HOLDRS are designed to allow you to diversify your investment in the regional banking industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. Flexibility. The beneficial owners of Regional Bank HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Regional Bank HOLDRS, and can cancel their Regional Bank HOLDRS to receive each of the underlying securities represented by the Regional Bank HOLDRS. Transaction costs. The expenses associated with buying and selling Regional Bank HOLDRS are expected to be less than separately buying and selling each of the underlying securities in a traditional brokerage account with transaction-based charges.

Trust assets	The trust holds shares of common stock issued by specified companies that, when initially selected, were involved in the regional banking industry. Except when a reconstitution event, distribution of securities by an underlying issuer or other

	event occurs, the group of companies will not change. Reconstitution events are described in this prospectus under the heading “Description of the Depositary Trust Agreement—Distributions” and “—Reconstitution events.” The trust’s assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust.
The Regional Bank HOLDRS	The trust has issued, and may continue to issue Regional Bank HOLDRS that represent an undivided beneficial ownership interest in the shares of common stock that are held by the trust. The Regional Bank HOLDRS themselves are separate from the underlying securities that are represented by the Regional Bank HOLDRS.
	The following chart provides the:
	· names of the issuers of the underlying securities currently represented by a Regional Bank HOLDR;
	· stock ticker symbols;
	· share amounts currently represented by a round-lot of 100 Regional Bank HOLDRS; and
	· principal U.S. market on which the underlying securities are traded.

Name of Company	Ticker	Share Amounts	Primary Trading Market
Bank of America Corporation	BAC	27.7650	NYSE
The Bank of New York Mellon Corporation	BK	14.0000	NYSE
BB&T Corporation	BBT	10.0000	NYSE
Comerica Incorporated	CMA	5.0000	NYSE
Fifth Third Bancorp	FITB	13.5000	NASDAQ
JPMorgan Chase & Co	JPM	43.5600	NYSE
KeyCorp	KEY	13.0000	NYSE
Marshall & Ilsley Corporation	MI	6.0000	NYSE
Northern Trust Corporation	NTRS	7.0000	NASDAQ
Piper Jaffray Companies	PJC	0.5683	NYSE
PNC Financial Services Group, Inc.(1)	PNC	9.7056	NYSE
Regions Financial Corporation	RF	9.5688	NYSE
State Street Corporation	STT	10.0000	NYSE
SunTrust Banks, Inc.	STI	9.0000	NYSE
Synovus Financial Corp.	SNV	8.0000	NYSE
U.S. Bancorp	USB	56.8300	NYSE
Wells Fargo & Co. (2)	WFC	56.1631	NYSE

(1) The merger of National City Corporation and PNC Financial Services Group Inc. became effective on December 31, 2008. As a result, National City Corporation is no longer an underlying constituent of the Regional Bank HOLDRS Trust. As part of the merger, for each share of National City Corporation held, shareholders received 0.0392 of a share of PNC Financial Services Group Inc. The quantity of shares of National City Corporation represented by each 100 share round lot of Regional Bank HOLDRS and the consideration added for the respective transaction was as follows: for the 18 shares of National City Corporation per 100 share round lot of Regional Bank HOLDRS, The Bank of New York Mellon received 0.7056 shares of PNC Financial Services Group Inc. As a result, effective January 2, 2009, 9.7056 shares of PNC Financial Services Group Inc. are required for creations/cancellations per 100 share round-lot of Regional Bank HOLDRS.

(2) The merger of Wachovia Corporation and Wells Fargo & Company became effective on December 31, 2008. As a result, Wachovia Corporation is no longer an underlying constituent of the Regional Bank HOLDRS Trust. As part of the merger, for each share of Wachovia Corporation held, shareholders received 0.1991 of a share of Wells Fargo & Company. The quantity of shares of Wachovia Corporation represented by each 100 share round lot of Regional Bank HOLDRS and the consideration added for the respective transaction was as follows: for the 41 shares of Wachovia Corporation per 100 share round lot of Regional Bank HOLDRS, The Bank of New York Mellon received 8.1631 shares of Wells Fargo & Company. As a result, effective January 2, 2009, 56.1631 shares of Wells Fargo & Company are required for creations/cancellations per 100 share round-lot of Regional Bank HOLDRS.

	The companies whose common stocks were included in the Regional Bank HOLDRS, at the time the Regional Bank HOLDRS were originally issued, generally were considered to be among the 20 largest and most liquid regional banks with U.S. traded common stock, as measured by market capitalization and trading volume on May 2, 2000. The Bank of New York Company, Inc., as the parent company of the trustee, is not one of the companies included in the Regional Bank HOLDRS. The market capitalization of a company is determined by multiplying the price of its common stock by the number of its outstanding securities.

	The trust only will issue and cancel, and you only may obtain, hold, trade or surrender, Regional Bank HOLDRS in a round-lot of 100 Regional Bank HOLDRS and round-lot multiples. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Regional Bank HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS.

	The number of outstanding Regional Bank HOLDRS will increase and decrease as a result of in-kind deposits and withdrawals of the underlying securities. The trust will stand ready to issue additional Regional Bank HOLDRS on a continuous basis when an investor deposits the required shares of common stock with the trustee.

Purchases	You may acquire Regional Bank HOLDRS in two ways: • through an in-kind deposit of the required number of shares of common stock of the underlying issuers with the trustee; or • through a cash purchase in the secondary trading market.
Issuance and cancellation fees	If you wish to create Regional Bank HOLDRS by delivering to the trust the requisite shares of common stock represented by a round-lot of 100 Regional Bank HOLDRS, The Bank of New York Mellon as trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Regional Bank HOLDRS. If you wish to cancel your Regional Bank HOLDRS and withdraw your underlying securities, The Bank of New York Mellon as trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Regional Bank HOLDRS.

Commissions	If you choose to deposit underlying securities in order to receive Regional Bank HOLDRS, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker, in addition to the issuance fee, charged by the trustee, described above.

Custody fees	The Bank of New York Mellon, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Regional Bank HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trust. With respect to the aggregate custody fee payable in any calendar year for each Regional Bank HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.

Rights relating to Regional Bank HOLDRS	You have the right to withdraw the underlying securities upon request by delivering a round-lot or integral multiple of a round-lot of Regional Bank HOLDRS to the trustee, during the trustee’s business hours, and paying the cancellation fees, taxes and other charges. You should receive the underlying securities no later than the business day after the trustee receives a proper notice of cancellation. The trustee will not deliver fractional shares of underlying securities. To the extent that any cancellation of Regional Bank HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell the fractional share in the market and the trust, in turn, will deliver cash in lieu of the fractional share. Except with respect to the right to vote for dissolution of the trust, the Regional Bank HOLDRS themselves will not have voting rights.

Rights relating to the underlying securities	Regional Bank HOLDRS represents your beneficial ownership of the underlying securities. Owners of Regional Bank HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially outside of Regional Bank HOLDRS. These include the right to instruct the trustee to vote the underlying securities, to receive any dividends and other distributions on the underlying securities that are declared and paid to the trustee by an issuer of an underlying security, the right to pledge Regional Bank HOLDRS and the right to surrender Regional Bank HOLDRS to receive the underlying securities. Regional Bank HOLDRS does not change your beneficial ownership in the underlying securities under United States federal securities laws, including sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, you have the same obligations to file insider trading reports that you would have if you held the underlying securities outside of Regional Bank HOLDRS.

However, due to the nature of Regional Bank HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Regional Bank HOLDRS (and pay the applicable fees) and receive all of the underlying securities.

A holder of Regional Bank HOLDRS is not a registered owner of the underlying securities. In order to become a registered owner, a holder of Regional Bank HOLDRS would need to surrender their Regional Bank HOLDRS, pay the applicable fees and expenses, receive all of the underlying securities and follow the procedures established by the issuers of the underlying securities for registering their securities in the name of such holder.

You retain the right to receive any reports and communications that the issuers of underlying securities are required to send to beneficial owners of their securities. As such, you will receive such reports and communications from the broker through which you hold your Regional Bank HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Regional Bank HOLDRS in “street name” through a brokerage account. The trustee will not attempt to exercise the right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions.

The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with respect to the underlying securities. However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System or the distributed securities have a Standard & Poor’s GICS sector classification that is different from the GICS sector classifications represented in the Regional Bank HOLDRS at the time of the distribution. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights may be distributed to you, may be disposed of for your benefit, or may lapse.

There may be a delay between the time any cash or other distribution is received by the trustee with respect to the underlying securities and the time such cash or other distributions are distributed to you. In addition, you are not entitled to any interest on any distribution by reason of any delay in distribution by the trustee. If any tax or other governmental charge becomes due with respect to Regional Bank HOLDRS or any underlying securities, you will be responsible for paying that tax or governmental charge.

	If you wish to participate in a tender offer for any of the underlying securities, or any form of stock repurchase program by an issuer of an underlying security, you must surrender your Regional Bank HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Regional Bank HOLDRS. For specific information about obtaining your underlying securities, you should read the discussion under the caption “Description of the Depositary Trust Agreement -Withdrawal of Underlying Securities.”

Ownership rights in fractional shares in the underlying securities	As a result of distributions of securities by companies included in the Regional Bank HOLDRS or other corporate events, such as mergers, a Regional Bank HOLDR may represent an interest in a fractional share of an underlying security. You are entitled to receive distributions proportionate to your fractional shares. In addition, you are entitled to receive proxy materials and other shareholder communications and you are entitled to exercise voting rights proportionate to your fractional shares. The trustee will aggregate the votes of all of the share fractions represented by Regional Bank HOLDRS and will vote the largest possible number of whole shares. If, after aggregation, there is a fractional remainder, this fraction will be ignored, because the issuer will only recognize whole share votes. For example, if 100,001 round-lots of 100 Regional Bank HOLDRS are outstanding and each round-lot of 100 Regional Bank HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Regional Bank HOLDRS. If holders of 50,000 round-lots of 100 Regional Bank HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Regional Bank HOLDRS vote their underlying securities “no,” there will be 87,500 affirmative votes and 87,501.75 negative votes. The trustee will ignore the .75 negative votes and will deliver to the issuer 87,500 affirmative votes and 87,501 negative votes.

Reconstitution events	The depositary trust agreement provides for the automatic distribution of underlying securities from the Regional Bank HOLDRS to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Exchange Act, then the trustee will distribute the shares of that company to the owners of the Regional Bank HOLDRS. B. If the Securities and Exchange Commission (the “SEC”) finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Regional Bank HOLDRS.

C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation or other corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company or the securities received in exchange for the securities of the underlying issuer whose securities cease to be outstanding to the beneficial owners of Regional Bank HOLDRS only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Regional Bank 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 will be deposited into the trust.

D. If an issuer’s underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the securities are delisted.

To the extent a distribution of underlying securities from the Regional Bank HOLDRS is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event.

In addition, securities of a new company will be added to the Regional Bank 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 from any other security then included in the Regional Bank HOLDRS or are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System.

It is anticipated, as a result of the broadly defined Standard & Poor’s GICS sectors, that most distributions or exchanges of securities will result in the inclusion of new securities in Regional Bank HOLDRS. The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities included in the Regional Bank HOLDRS will be included in the Regional Bank HOLDRS or distributed to you.

Standard & Poor’s sector classifications	Standard & Poor’s Corporation is an independent source of market information that, among other things, maintains the Global Industry Classification Standard, referred to herein as “GICS,” which classifies the securities of public companies into various sector classifications based on upon GICS sectors, which are derived from its own criteria. The GICS classification standards were exclusively effective as of January 2, 2002. There are 10 Standard & Poor’s GICS sectors and each class of publicly traded securities of a company is given only one GICS sector classification. The securities included in the Regional Bank HOLDRS are currently represented in the Financials GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Regional Bank 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.

Termination events	A. The Regional Bank HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Regional Bank HOLDRS are delisted. B. The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. C. Beneficial owners of at least 75% of outstanding Regional Bank HOLDRS vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities as promptly as practicable after the termination event. Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Regional Bank HOLDRS surrendered, along with any taxes or other governmental charges, if any.

U.S. federal income tax consequences	The U.S. federal income tax laws will treat a U.S. holder of Regional Bank HOLDRS as directly owning the underlying securities. The Regional Bank HOLDRS themselves will not result in any U.S. federal tax consequences separate from the tax consequences associated with ownership of the underlying securities.

Listing	The Regional Bank HOLDRS are listed for listing on the NYSE Arca under the symbol “RKH.”

Trading	Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Regional Bank HOLDRS. Bid and ask prices, however, are quoted per single Regional Bank HOLDR.

Clearance and settlement	Regional Bank HOLDRS have been issued only in book-entry form. Regional Bank HOLDRS are evidenced by one or more global certificates that the trustee has deposited with The Depository Trust Company, referred to as DTC. Transfers within DTC will be in accordance with DTC’s usual rules and operating procedures. For further information see “Description of Regional Bank HOLDRS.”

THE TRUST

General. This discussion highlights information about the Regional Bank HOLDRS Trust. You should read this information, information about the depositary trust agreement as well as the depositary trust agreement and the amendment to the depositary trust agreement, before you purchase Regional Bank HOLDRS. The material terms of the depositary trust agreement are described in this prospectus under the heading “Description of the Depositary Trust Agreement.”

The Regional Bank HOLDRS Trust. The trust was formed pursuant to the depositary trust agreement, dated as of May 18, 2000, as amended and restated on June 21, 2000. The depository trust agreement was amended on November 22, 2000. The Bank of New York Mellon is the trustee. The Regional Bank HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.

The Regional Bank HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Regional Bank HOLDRS. The trustee will perform only administrative and ministerial acts. The property of the trust consists of the underlying securities and all monies or other property, if any, received by the trustee. The trust will terminate on December 31, 2040, or earlier if a termination event occurs.

DESCRIPTION OF REGIONAL BANK HOLDRS

The trust has issued Regional Bank HOLDRS under the Depositary Trust Agreement described in this prospectus under the heading “Description of the Depositary Trust Agreement.” The trust may issue additional Regional Bank HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee.

You may only acquire, hold, trade and surrender Regional Bank HOLDRS in a round-lot of 100 Regional Bank HOLDRS and round-lot multiples. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Regional Bank HOLDRS. In the event of a stock split, reverse stock split or other distribution by the issuer of an underlying security that results in a fractional share becoming represented by a round-lot of Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS.

Regional Bank HOLDRS will represent your individual and undivided beneficial ownership interest in the common stock of the specified underlying securities. The companies selected as part of this receipt program are listed above in the section entitled “Highlights of Regional Bank HOLDRS—The Regional Bank HOLDRS.”

Beneficial owners of Regional Bank HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities in “street name” outside of the trust. These include the right of investors to instruct the trustee to vote the common stock, and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to cancel Regional Bank HOLDRS to receive the underlying securities. See “Description of the Depositary Trust Agreement.” Regional Bank HOLDRS are not intended to change your beneficial ownership in the underlying securities under federal securities laws, including sections 13(d) and 16(a) of the Exchange Act.

The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt. Regional Bank HOLDRS may trade in the secondary market at prices that are lower than the aggregate value of the corresponding underlying securities. If, in such case, an owner of Regional Bank HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Regional Bank HOLDRS. Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement—Withdrawal of underlying securities.”

Regional Bank HOLDRS are evidenced by one or more global certificates that the trustee has deposited with DTC and registered in the name of Cede & Co., as nominee for DTC. Regional Bank HOLDRS are available only in book-entry form. Owners of Regional Bank HOLDRS may hold their Regional Bank HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.

DESCRIPTION OF THE UNDERLYING SECURITIES

Selection criteria. The underlying securities initially included in the Regional Bank HOLDRS were the common stocks of specified companies that, at the time of selection, were involved in various aspects of the regional banking industry and whose common stock is registered under section 12 of the Exchange Act. The issuers of the underlying securities were, at the time of selection, among the largest capitalized and most liquid companies involved in the regional banking industry as measured by market capitalization and trading volume.

As a result of a reconstitution event, a distribution of securities by an underlying issuer or other event, the Regional Bank HOLDRS may no longer consist exclusively of securities issued by companies involved in the regional banking industry.

Underlying securities. For a list of the underlying securities represented by Regional Bank HOLDRS, please refer to “Highlights of Regional Bank HOLDRS—The Regional Bank HOLDRS.” The underlying securities may change as a result of a reconstitution event, a distribution of securities by an underlying issuer or other event.

No investigation. The trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate of these entities, have not performed any investigation or review of the selected companies including the public filings by the companies. Accordingly, before you acquire Regional Bank HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities. See “Risk Factors” and “Where You Can Find More Information.” Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, the selling group or any of their affiliates.

General background and historical information. For a brief description of the business of each of the issuers of the underlying securities and monthly pricing information showing the historical performance of each underlying issuer’s securities see “Annex A.”

The following table and graph set forth the composite performance of all of the 17 underlying securities currently represented by a single Regional Bank HOLDR measured at the close of the business day on January 30, 1998, and thereafter as of the end of each month to February 27, 2009. The performance table and graph data are adjusted for any splits that may have occurred over the measurement period. Past performance of the underlying securities are not necessarily indicative of future values.

1998	Price		1999	Price		2000	Price		2001	Price		2002	Price		2003	Price		2004	Price
January 30		84.82	January 29		103.60	January 31		96.53	January 31		114.17	January 31		97.83	January 31		84.70	January 30		110.12
February 27		93.20	February 26		103.81	February 29		83.94	February 28		106.66	February 28		95.45	February 28		82.71	February 27		111.78
March 31		98.15	March 31		104.87	March 31		99.04	March 30		104.36	March 29		104.16	March 31		79.16	March 31		109.39
April 30		99.79	April 30		111.53	April 28		93.64	April 30		103.89	April 30		103.76	April 30		88.23	April 30		104.10
May 29		96.91	May 28		103.91	May 31		101.72	May 31		108.00	May 31		103.92	May 30		94.22	May 28		107.68
June 30		100.45	June 30		109.95	June 30		89.89	June 29		105.07	June 28		100.04	June 30		96.55	June 30		107.02
July 31		100.93	July 30		101.33	July 31		93.59	July 31		106.92	July 31		92.11	July 31		98.96	July 30		105.64
August 31		77.12	August 31		101.51	August 31		104.95	August 31		102.00	August 30		95.34	August 29		97.85	August 31		110.21
September 30		80.83	September 30		96.18	September 29		104.91	September 28		95.26	September 30		83.46	September 30		97.29	September 30		109.45
October 30		92.09	October 29		111.51	October 31		102.16	October 31		88.67	October 31		86.81	October 31		105.05	October 29		110.73
November 30		95.83	November 30		102.98	November 30		97.56	November 30		95.61	November 29		88.91	November 28		105.63	November 30		112.74
December 31		105.57	December 31		95.21	December 29		110.36	December 31		97.71	December 31		85.86	December 31		109.90	December 31		115.61

2005	Price		2006	Price		2007	Price		2008	Price		2009	Price
January 31		110.80	January 31		113.99	January 31		133.88	January 31		122.03	January 30		51.44
February 28		109.20	February 28		118.18	February 28		131.68	February 29		108.73	February 27	43.80
March 31		106.64	March 31		117.81	March 30		129.83	March 31		108.69
April 29		107.63	April 28		125.16	April 30		133.08	April 30		113.34
May 31		109.57	May 31		120.09	May 31		134.11	May 30		106.51
June 30		109.30	June 30		119.18	June 29		129.00	June 30		85.25
July 29		110.82	July 31		125.70	July 31		120.82	July 31		99.73
August 31		108.07	August 31		125.02	August 31		124.63	August 29		99.37
September 30		105.74	September 29		128.49	September 28		125.03	September 30		109.99
October 31		111.19	October 31		129.58	October 31		125.23	October 31		94.96
November 30		114.63	November 30		128.04	November 30		122.40	November 28		78.91
December 30		114.07	December 29		133.13	December 31		114.41	December 31		75.81

DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT

General. The depositary trust agreement, dated as of May 18, 2000, as amended and restated on June 21, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Regional Bank HOLDRS, provides that Regional Bank HOLDRS will represent an owner’s undivided beneficial ownership interest in the common stock of the underlying companies. The depositary trust agreement was amended on November 22, 2000 to modify the reconstitution events, as described below.

The trustee. The Bank of New York Mellon serves as trustee for Regional Bank HOLDRS. On July 1, 2007, the Bank of New York Company, Inc. and Mellon Financial Corporation merged into The Bank of New York Mellon Corporation or The Bank of New York Mellon. The Bank of New York Mellon, a New York state-chartered banking organization, is a provider of financial services for institutions, corporations and high net-worth individuals, providing asset and wealth management, asset servicing, issuer services, clearing and execution services and treasury services.

Issuance, transfer and surrender of Regional Bank HOLDRS. You may create and cancel Regional Bank HOLDRS only in round-lots of 100 Regional Bank HOLDRS. You may create Regional Bank HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Regional Bank HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS. Similarly, you must surrender Regional Bank HOLDRS in integral multiples of 100 Regional Bank HOLDRS to withdraw deposited shares from the trust. The trustee will not deliver fractional shares of underlying securities, and to the extent that any cancellation of Regional Bank HOLDRS would otherwise require the delivery of fractional shares, the trust will deliver cash in lieu of such shares. You may request withdrawal of your deposited shares during the trustee’s normal business hours. The trustee expects that in most cases it will deliver your deposited shares within one business day of your withdrawal request.

Voting rights. You will receive proxy soliciting materials provided by issuers of the deposited shares so as to permit you to give the trustee instructions as to how to vote on matters to be considered at any annual or special meetings held by issuers of the underlying securities.

Under the depositary trust agreement, any beneficial owner of Regional Bank HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Regional Bank HOLDRS for its own proprietary account as principal, will have the right to vote to dissolve and liquidate the trust.

Distributions. You will be entitled to receive, net of trustee fees, distributions of cash, including dividends, securities or property, if any, made with respect to the underlying securities. The trustee will use its reasonable efforts to ensure that it distributes these distributions as promptly as practicable after the date on which it receives the distribution. Therefore, you may receive your distributions substantially later than you would have had you held the underlying securities directly. Any distributions of securities by an issuer of underlying securities will be deposited into the trust and will become part of the Regional Bank HOLDRS unless such securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System or such securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities in the Regional Bank HOLDRS at the time of the distribution of such securities. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights will be distributed to you through the trustee, if practicable, and if the rights and the securities that those rights relate to are exempt from registration or are registered under the Securities Act of 1933, as amended (the “Securities Act”). Otherwise, if practicable, the rights will be disposed of and the net proceeds distributed to you by the trustee. In all other cases, the rights will lapse.

You will be obligated to pay any tax or other charge that may become due with respect to Regional Bank HOLDRS. The trustee may deduct the amount of any tax or other governmental charge from a distribution before making payment to you. In addition, the trustee will deduct its quarterly custody fee of $2.00 for each round-lot of 100 Regional Bank HOLDRS from quarterly dividends, if any, paid to the trustee by the issuers of the underlying securities. With respect to the aggregate custody fee payable in any calendar year for each Regional Bank HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year.

Record dates. With respect to dividend payments and voting instructions, the trustee expects to fix the trust’s record dates as close as possible to the record date fixed by the issuer of the underlying securities.

Shareholder communications. The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities.

Withdrawal of underlying securities. You may surrender your Regional Bank HOLDRS and receive underlying securities during the trustee’s normal business hours and upon the payment of applicable fees, taxes or governmental charges, if any. You should receive your underlying securities no later than the business day after the trustee receives your request. If you surrender Regional Bank HOLDRS in order to receive underlying securities, you will pay to the trustee a cancellation fee of up to $10.00 per round-lot of 100 Regional Bank HOLDRS.

Further issuances of Regional Bank HOLDRS. The depositary trust agreement provides for further issuances of Regional Bank HOLDRS on a continuous basis without your consent.

Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities from Regional Bank HOLDRS to you in the following four circumstances:

If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Exchange Act, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Regional Bank HOLDRS.

If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Regional Bank HOLDRS.

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 Regional Bank HOLDRS, only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Regional Bank 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 trust.

If an issuer’s underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date such securities are delisted.

To the extent a distribution of underlying securities is required as a result of a reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event.

As provided in the depositary trust agreement, securities of a new company will be added to the Regional Bank HOLDRS, as a result of a distribution of securities by an underlying issuer or where an event occurs, such as a merger, where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Regional Bank HOLDRS or if the securities received are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System.

It is anticipated, as a result of the broadly defined GICS sectors, that most distributions or exchanges of securities will result in the inclusion of new securities in the Regional Bank HOLDRS. The trustee will review the Standard & Poor’s GICS sector classifications of securities to determine whether securities received as a result of a distribution by an underlying issuer or as consideration for securities included in the Regional Bank HOLDRS will be distributed from the Regional Bank HOLDRS to you.

Standard & Poor’s sector classifications. 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. There are 10 Standard & Poor’s GICS sector classifications and each class of publicly traded securities of a company is given only one GICS sector classification. The securities included in the Regional Bank HOLDRS are currently represented in the Financials GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Regional Bank 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.

Termination of the trust. The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, within 60 days from the date the trustee provides notice to the initial depositor of its intent to resign. Upon termination, the beneficial owners of Regional Bank HOLDRS will surrender their Regional Bank HOLDRS as provided in the depositary trust agreement, including payment of any fees of the trustee or applicable taxes or governmental charges due in connection with delivery to the owners of the underlying securities. The trust also will terminate if Regional Bank HOLDRS are delisted from the NYSE Arca and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Regional Bank HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of outstanding Regional Bank HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, vote to dissolve and liquidate the trust.

If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event occurs.

Amendment of the depositary trust agreement. The trustee and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any provisions of the depositary trust agreement without the consent of any other depositor or any of the owners of the Regional Bank HOLDRS. Promptly after the execution of any amendment to the agreement, the trustee must furnish or cause to be furnished written notification of the substance of the amendment to each owner of Regional Bank HOLDRS. Any amendment that imposes or increases any fees or charges, subject to exceptions, or that otherwise prejudices any substantial existing right of the owners of Regional Bank HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Regional Bank HOLDRS.

Issuance and cancellation fees. If you wish to create Regional Bank HOLDRS by delivering to the trust the requisite underlying securities, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Regional Bank HOLDRS. If you wish to cancel your Regional Bank HOLDRS and withdraw your underlying securities, the trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Regional Bank HOLDRS issued. The trustee may negotiate either of these fees depending on the volume, frequency and size of the issuance or cancellation transactions.

Commissions. If you choose to create Regional Bank HOLDRS you will be responsible for paying any sales commissions associated with your purchase of the underlying securities that is charged by your broker, whether it be Merrill Lynch, Pierce, Fenner & Smith Incorporated or another broker, in addition to the issuance fee described above.

Custody fees. The Bank of New York Mellon, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Regional Bank HOLDRS to be deducted from any dividend payments or other cash distributions on underlying securities received by the trustee. With respect to the aggregate custody fee payable in any calendar year for each Regional Bank HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. The trustee cannot recapture unpaid custody fees from prior years.

Address of the trustee. The Bank of New York Mellon, ADR Division, 101 Barclay Street, New York, New York 10286.

Governing law. The depositary trust agreement and the Regional Bank HOLDRS are governed by the laws of the State of New York. The trustee will provide the depositary trust agreement to any owner of the underlying securities free of charge upon written request.

Duties and immunities of the trustee. The trustee assumes no responsibility or liability for, and makes no representations as to, the validity or sufficiency, or as to the accuracy of the recitals, if any, set forth in the Regional Bank HOLDRS.

The trustee has undertaken to perform only those duties as are specifically set forth in the depositary trust agreement. Subject to the preceding sentence, the trustee will be liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee was not negligent in ascertaining the relevant facts.

U.S. FEDERAL INCOME TAX CONSEQUENCES

General

The following discussion represents the opinion of Shearman & Sterling LLP, our special U.S. federal income tax counsel, as to the principal U.S. federal income tax consequences relating to the Regional Bank HOLDRS for receipt holders. A “U.S. receipt holder” is a receipt holder that is:

an individual who is a citizen or resident of the United States;

a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

	·	an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

	·	a trust if either (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

A “non-U.S. receipt holder” is a receipt holder that is an individual, a corporation, an estate or a trust that is neither a U.S. receipt holder nor a partnership (or entity treated as a partnership) for U.S. federal income tax purposes.

If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds Regional Bank HOLDRS, the tax treatment of the partnership and each partner will generally depend on the status of the partner and the activities of the partnership. Partnerships acquiring Regional Bank HOLDRS, and partners in such partnerships, should consult their tax advisors.

This discussion is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change or differing interpretations, possibly on a retroactive basis. The discussion does not deal with all U.S. federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules, such as (without limitation) tax-exempt entities, banks, U.S. receipt holders that directly or indirectly own 10% or more of the voting stock of an issuer of the underlying securities, dealers in securities, U.S. receipt holders whose functional currency is not the U.S. dollar, investors who acquire or hold any Regional Bank HOLDRS as part of a conversion transaction, straddle or hedging or other integrated transaction, certain former citizens and residents of the United States and persons subject to U.S. estate, gift or alternative minimum tax. In addition, this discussion generally is limited to investors who will hold the Regional Bank HOLDRS as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). Moreover, this discussion does not address Regional Bank HOLDRS held by a partnership or other flow through entity for U.S. federal income tax purposes. We recommend that you consult with your own tax advisor with regard to the application of the U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.

Taxation of the trust

The trust will provide for flow through tax consequences as it will be treated as a grantor trust or custodial arrangement for U.S. federal income tax purposes.

Taxation of Regional Bank HOLDRS

A U.S. receipt holder purchasing and owning Regional Bank HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Regional Bank HOLDRS. Consequently, if there is a taxable cash distribution on an underlying security, a U.S. receipt holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the U.S. receipt holder receives the cash distribution from the trustee.

Qualified dividend income received in respect of Regional Bank HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates, which are currently scheduled to expire on December 31, 2010. Qualified dividend income includes dividends received from domestic corporations and “qualified foreign corporations,” as such term is defined below under “Special considerations with respect to underlying securities of foreign issuers.” In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder’s holding period with respect to an underlying security may be tolled for any period in which such U.S. receipt holder has diminished its risk of loss in respect of such security by, for example, entering into a hedging transaction. Special rules apply to a U.S. receipt holder who leverages its investment in Regional Bank HOLDRS. U.S. receipt holders that are corporations may be eligible for a dividends-received deduction in respect of dividends received from domestic corporations.

A U.S. receipt holder will determine its initial tax basis in each of the underlying securities by allocating the purchase price for the Regional Bank HOLDRS among the underlying securities based on their relative fair market values at the time of purchase. Similarly, when a U.S. receipt holder sells Regional Bank HOLDRS, it will determine the amount realized with respect to each security by allocating the sales price among the underlying securities based on their relative fair market values at the time of sale. A U.S. receipt holder’s gain or loss with respect to each security will be computed by subtracting its adjusted basis in the security from the amount realized on the security. With respect to purchases of Regional Bank HOLDRS for cash in the secondary market, a U.S. receipt holder’s aggregate tax basis in each of the underlying securities will be equal to the purchase price of the Regional Bank HOLDRS. Similarly, with respect to sales of Regional Bank HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Regional Bank HOLDRS will be equal to the aggregate amount realized with respect to each of the underlying securities.

The distribution of any securities by the trust upon the surrender of Regional Bank HOLDRS, the occurrence of a reconstitution event or a termination event will not be a taxable event, except to the extent that cash is distributed in lieu of fractional shares. Gain or loss with respect to fractional shares shall be computed by allocating a portion of the aggregate tax basis of the distributed securities to such fractional shares. The U.S. receipt holder’s aggregate tax basis with respect to the distributed securities will be the same as when held through the trust, less any tax basis allocated to fractional shares. The U.S. receipt holder’s holding period with respect to the distributed securities will include the period that the U.S. receipt holder held the securities through the trust.

Brokerage fees and custodian fees

The brokerage fee incurred in purchasing a receipt will be treated as part of the cost of the underlying securities. Accordingly, a U.S. receipt holder includes this fee in its tax basis in the underlying securities. A U.S. receipt holder will allocate the brokerage fee among the underlying securities using either a fair market value allocation or pro rata based on the number of shares of each underlying security. Similarly, the brokerage fee incurred in selling Regional Bank HOLDRS will reduce the amount realized with respect to the underlying securities.

A U.S. receipt holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid. These custodian fees will be treated as an expense incurred in connection with a U.S. receipt holder’s investment in the underlying securities and may be deductible. If a U.S. receipt holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part.

Special considerations with respect to underlying securities of foreign issuers

If any of the underlying securities are securities of foreign issuers, the gross amount of any taxable cash distribution generally will not be eligible for the dividends-received deduction provided to corporations.

Dividends received by certain U.S. receipt holders from an issuer of underlying securities that is a “qualified foreign corporation” will be eligible for U.S. federal income taxation at the preferential rates for dividends mentioned above. A qualified foreign corporation includes:

a foreign corporation that is eligible for the benefits of a comprehensive U.S. income tax treaty, which the Secretary of the Treasury determines to be satisfactory and that includes an exchange of information program;

a foreign corporation if the stock to which the dividend is paid is readily tradable on an established market in the United States (which includes the NYSE Arca); and

a corporation that is incorporated in a possession of the United States;

but will not include a passive foreign investment company (a “PFIC”).

If a foreign issuer pays a dividend in a currency other than in U.S. dollars, the amount of the dividend for U.S. federal income tax purposes will be the U.S. dollar value (determined at the spot rate on the date of the payment) regardless of whether the payment is later converted into U.S. dollars. In this case, the U.S. receipt holder may recognize ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars.

Subject to certain conditions and limitations, any foreign income tax withheld on dividends may be deducted from taxable income (provided the U.S. receipt holder does not elect to claim a credit for any foreign income taxes paid or accrued during that taxable year) or credited against a U.S. receipt holder’s U.S. federal income tax liability. The limitation on foreign income taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by a foreign issuer generally will constitute “passive category income.” For purposes of the U.S. foreign tax credit limitation, dividends received by a U.S. receipt holder with respect to an underlying security of a foreign issuer generally will be treated as foreign-source income while any gain or loss recognized from the sale of such security generally will be treated as from sources within the United States. Accordingly, if any foreign income taxes are withheld upon the sale of an underlying security of a foreign issuer, the availability of foreign tax credits with respect to such taxes may be limited unless the U.S. receipt holder has other foreign-source income. The rules relating to the determination of the foreign tax credit are complex and we recommend that U.S. receipt holders consult their own tax advisors to determine whether and to what extent a credit would be available.

Dividends and distributions made by a foreign issuer may be subject to a foreign withholding tax. Some foreign issuers may make arrangements through which holders of their American depositary shares or global shares can apply for a refund of withheld taxes. With respect to these issuers, U.S. receipt holders of Regional Bank HOLDRS may be able to use these arrangements to apply for a refund of withheld taxes. In some cases, however, the U.S. receipt holders of Regional Bank HOLDRS may have to apply independently to a foreign tax authority for a refund of withheld taxes.

Furthermore, special U.S. federal income tax rules apply to U.S. persons owning shares of a PFIC. At the time the Regional Bank HOLDRS were originally issued, the Initial Depositor was not aware that any of the foreign issuers of the underlying securities was a PFIC. The Initial Depositor and the trustee do not undertake to review, periodically or otherwise, or make inquiries regarding the PFIC status of the underlying issuers or to notify the U.S. receipt holders of such status, and no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner that affects the PFIC determination. A foreign corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules, either:

at least 75% of its gross income is “passive income;” or

on average at least 50% of the gross value of its assets is attributable to assets that produce “passive income” or are held for the production of passive income.

Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents and gains from commodities and securities transactions.

If a corporation were classified as a PFIC, a U.S. receipt holder could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the Regional Bank HOLDRS or of the underlying securities or upon the receipt of “excess distributions.” To avoid the interest charge provisions described in the preceding sentence, a U.S. receipt holder may be able to make one of certain elections (to the extent available under specific rules and, if applicable, the underlying issuer provides certain requisite information) including an election to be taxed currently on its pro rata portion of the corporation’s income. If such an election were made, a U.S. receipt holder would be required to include its pro rata share of the corporation’s income whether or not the income was distributed in the form of dividends or otherwise.

We recommend that U.S. receipt holders consult their independent tax advisors regarding the application of the PFIC rules to their purchase, ownership and disposition of the Regional Bank HOLDRS, including the advisability and feasibility of making any elections thereunder.

U.S. receipt holders also would be required to file IRS Form 8621 in any year in which at least one of the underlying issuers is classified as a PFIC.

Non-U.S. receipt holders

A non-U.S. receipt holder generally will be subject to U.S. withholding tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty with respect to dividends received on underlying securities of U.S. issuers. A non-U.S. receipt holder who wishes to claim a reduction in withholding under the benefit of an applicable tax treaty must comply with certification requirements. However, if that income is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder, then those dividends will be exempt from withholding tax, provided the non-U.S. receipt holder complies with applicable certification requirements.

A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to dividends received on any underlying securities of a foreign issuer, unless that income is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder.

With respect to dividends of U.S. and any foreign issuers, a non-U.S. receipt holder’s dividends that are effectively connected with a U.S. trade or business or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment generally will be subject to U.S. federal income taxation on a net income basis at the same graduated rates applicable to U.S. persons. In addition to this graduated tax, effectively connected dividends or, where a tax treaty applies, dividends attributable to a U.S. permanent establishment received by a corporate non-U.S. receipt holder may also be subject to a branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty. Under some circumstances, a corporate non-U.S. receipt holder whose dividends are effectively connected or attributable to a U.S. permanent establishment may be entitled to a dividends-received deduction equal to 70% or 80% of the amount of the dividend.

A non-U.S. receipt holder that is eligible for a reduced rate of withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service (the “IRS”).

A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized upon the sale or other disposition of Regional Bank HOLDRS or of the underlying securities unless:

in the case of any gain realized by an individual non-U.S. receipt holder, the non-U.S. receipt holder is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met;

that gain is effectively connected with a U.S. trade or business conducted by the non-U.S. receipt holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the non-U.S. receipt holder; or

the underlying securities issuer is or has been a U.S. real property holding corporation for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period during which the non-U.S. receipt holder held the common stock of such issuer and (a) the common stock is not considered to be “regularly traded on an established securities market” or (b) the non-U.S. receipt holder owned, actually or constructively, at any time during the shorter of the periods described above, more than 5% of the common stock of such issuer. It is expected that the underlying securities are currently “regularly traded on an established securities market” although no assurances can be made that the securities will continue to be so traded.

A non-U.S. receipt holder described in the first bullet point above will be subject to U.S. federal income tax with respect to such gain at a rate of 30% (or lower applicable treaty rate), which gain may be offset by certain losses. A non-U.S. receipt holder described in the second or third bullet points above will be subject to U.S. federal income tax with respect to such gain on a net income basis at the applicable graduated individual or corporate rates (and, in the case of a corporate non-U.S. receipt holder, may also be subject to a 30% branch profits tax, subject to reduction by an applicable income tax treaty).

Backup withholding and information reporting

Information returns will be filed with the IRS in connection with dividend payments made with respect to the underlying securities, or the proceeds of the sale or other disposition of the Regional Bank HOLDRS (or the underlying securities). If you are a U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you are an exempt holder (such as a corporation or tax exempt entity) or provide your taxpayer identification number to the paying agent and comply with certain certification procedures. If you are a non-U.S. receipt holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements. However, payments of dividends to non-U.S. receipt holders will be reported to the IRS even if such payments are not otherwise subject to the information reporting requirements.

The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS on a timely basis.

The preceding discussion does not address all aspects of U.S. federal income taxation that may be relevant in light of a non-U.S. receipt holder’s or an issuer’s particular facts and circumstances. We recommend that investors consult their own tax advisors.

ERISA CONSIDERATIONS

Any plan fiduciary which proposes to have a plan acquire Regional Bank HOLDRS should consult with its counsel with respect to the potential applicability of the prohibited transaction provisions of ERISA and the Internal Revenue Code to this investment, and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied. Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Regional Bank HOLDRS is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio.

PLAN OF DISTRIBUTION

In accordance with the depositary trust agreement, the trust issued Regional Bank HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Regional Bank HOLDRS. The trust delivered the initial distribution of Regional Bank HOLDRS against deposit of the underlying securities in New York, New York on approximately January 17, 2001.

Investors who purchase Regional Bank HOLDRS through a fee-based brokerage account will pay fees charged by the brokerage account. We recommend that investors review the terms of their brokerage accounts for details on applicable charges.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has from time to time provided investment banking and other financial services to some of the issuers of the underlying securities and expects in the future to provide these services, for which they have received and will receive customary fees and commissions. Merrill Lynch, Pierce, Fenner & Smith Incorporated also may have served as counterparty in other transactions with some of the issuers of the underlying securities.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has used and may continue to use this prospectus, as updated from time to time, in connection with offers and sales related to market-making transactions in the Regional Bank HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or agent in these transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to indemnify the trustee against some civil liabilities related to acts performed or not performed by the trustee in accordance with the depositary trust agreement or periodic reports filed or not filed with the SEC with respect to the Regional Bank HOLDRS. Should a court determine not to enforce the indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated also has agreed to contribute to payments the trustee may be required to make with respect to these liabilities.

LEGAL MATTERS

Legal matters, including the validity of the Regional Bank HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Regional Bank HOLDRS, by Shearman & Sterling LLP, New York, New York. Shearman & Sterling LLP, as special U.S. tax counsel to the trust, also rendered an opinion regarding the material U.S. federal income tax consequences relating to the Regional Bank HOLDRS.

WHERE YOU CAN FIND MORE INFORMATION

Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Regional Bank HOLDRS. While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement. You should consider reviewing the full text of those exhibits.

The registration statement is available over the Internet at the SEC’s Web site at http://www.sec.gov. You also may read and copy the registration statement at the SEC’s public reference rooms in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. Merrill Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant to the Exchange Act. The trust will file modified reports pursuant to the Exchange Act.

Since the securities of the issuers of the underlying securities are registered under the Exchange Act, the issuers of the underlying securities are required to file periodically financial and other information specified by the SEC.

For more information about the issuers of the underlying securities, information provided to or filed with the SEC by the issuers of the underlying securities with respect to their registered securities can be inspected at the SEC’s public reference facilities or accessed through the SEC’s Web site referenced above. However, some of the issuers of the underlying securities may be considered foreign issuers. The requirements for filing periodic financial and other information for foreign issuers differ from that of domestic issuers. In particular, foreign issuers are not required to file quarterly reports with the SEC and are not required to file periodic financial and other information on EDGAR. Therefore, this information may not be accessible through the SEC’s Web site. Information regarding the issuers of the underlying securities may also be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information.

The trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates are not affiliated with the issuers of the underlying securities, and the issuers of the underlying securities have no obligations with respect to Regional Bank HOLDRS. This prospectus relates only to Regional Bank HOLDRS and does not relate to the other securities of the issuers of the underlying securities. The information in this prospectus regarding the issuers of the underlying securities has been derived from the publicly available documents described in the preceding paragraph. We have not participated in the preparation of these documents or made any due diligence inquiries with respect to the issuers of the underlying securities in connection with Regional Bank HOLDRS. We make no representation that these publicly available documents or any other publicly available information regarding the issuers of the underlying securities are accurate or complete. Furthermore, we cannot assure you that all events occurring prior to the date of this prospectus, including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph, that would affect the trading price of the securities of the issuers of the underlying securities, and therefore the offering and trading prices of the Regional Bank HOLDRS have been publicly disclosed.

ANNEX A

This annex forms an integral part of the prospectus.

The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 2004, 2005, 2006, 2007, and 2008, through February 27, 2009. The historical prices of the underlying securities should not be taken as an indication of future performance.

BANK OF AMERICA CORPORATION (BAC)

Bank of America Corporation, through its banking and non-banking subsidiaries provides a range of financial services and products throughout the United States and in selected international markets. Bank of America manages its operations through three business segments: Global Consumer and Small Business Banking, Global Corporate and Investment Banking, and Global Wealth and Investment Management.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		40.73	January		46.37	January		44.23	January		52.58	January		44.15	January		6.58
February		40.96	February		46.65	February		45.85	February		50.83	February		39.74	February			3.95
March		40.49	March		44.10	March		45.54	March		51.02	March		37.91		-		-
April		40.25	April		45.04	April		49.92	April		50.90	April		37.54		-		-
May		41.57	May		46.32	May		48.40	May		50.71	May		34.01		-		-
June		42.31	June		45.61	June		48.10	June		48.89	June		23.87		-		-
July		42.51	July		43.60	July		51.53	July		47.42	July		32.90		-		-
August		44.98	August		43.03	August		51.47	August		50.68	August		31.14		-		-
September		43.33	September		42.10	September		53.57	September		50.27	September		35.00		-		-
October		44.79	October		43.74	October		53.87	October		48.28	October		24.17		-		-
November		46.27	November		45.89	November		53.85	November		46.13	November		16.25		-		-
December		46.99	December		46.15	December		53.39	December		41.26	December		14.08		-		-

THE BANK OF NEW YORK MELLON CORPORATION (BK)

The Bank of New York Mellon Corporation provides financial services for institutions, corporations, and high-net-worth individuals worldwide. It offers various asset management services to corporations, governments, unions, foundations, endowments, and mutual funds, as well as provides asset servicing products, such as accounting, custody, hedge fund administration, outsourcing, performance measurement and analytics, planning, securities clearance and collateral management, securities lending, and technology solutions. The company also offers wealth management products, including investment management, wealth and estate planning, private banking and finance, and global custody and information management. In addition, the company provides issuer services, such as global corporate trust services, depositary receipt services, and shareowner services, and treasury services, including capital markets, liquidity services, global markets, working capital solutions, and international payment and trade finance services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		33.60	January		31.44	January		33.72	January		42.41	January		46.52	January		25.74
February		34.92	February		32.01	February		36.29	February		43.07	February		43.87	February			22.17
March		33.34	March		30.79	March		38.20	March		42.98	March		41.73		-		-
April		30.84	April		29.62	April		37.26	April		42.91	April		43.53		-		-
May		31.82	May		30.55	May		35.22	May		42.99	May		44.53		-		-
June		31.20	June		30.51	June		34.13	June		43.93	June		37.83		-		-
July		30.40	July		32.63	July		35.63	July*		42.55	July		35.50		-		-
August		31.54	August		32.40	August		35.77	August		40.43	August		34.61		-		-
September		30.87	September		31.17	September		37.38	September		44.14	September		32.58		-		-
October		34.35	October		33.17	October		36.43	October		48.85	October		32.99		-		-
November		34.83	November		34.34	November		37.67	November		47.96	November		30.21		-		-
December		35.37	December		33.76	December		41.73	December		48.76	December		28.33		-		-

*As a result of the merger of Mellon Financial (NYSE ticker: “MEL”) and The Bank of New York Mellon (NYSE ticker: “BK”), The Bank of New York Mellon Corporation replaced Mellon Financial as an underlying security of the Regional Bank HOLDRS Trust. The closing prices prior to July 2, 2007 reflect those of Mellon Financial.

A-1

BB&T CORPORATION (BBT)

BB&T Corporation is a bank holding company with several banking subsidiaries, which primarily provide small business lending, commercial middle-market lending, real estate lending, retail lending, home-equity lending, sales finance, mortgage lending, leasing, asset management, trust services, agency insurance, wholesale insurance brokerage and treasury services. BB&T operates in North Carolina, South Carolina, Virginia, Maryland, Georgia, Kentucky, Florida, Tennessee, Alabama, Indiana, and Washington, D.C.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		37.10	January		39.47	January		39.04	January		42.26	January		36.22	January		19.79
February		37.15	February		39.15	February		39.53	February		42.45	February		31.13	February			16.13
March		35.30	March		39.08	March		39.20	March		41.02	March		32.06		-		-
April		34.49	April		39.21	April		42.94	April		41.62	April		34.29		-		-
May		37.68	May		39.94	May		41.57	May		42.11	May		31.47		-		-
June		36.97	June		39.97	June		41.59	June		40.68	June		22.77		-		-
July		38.73	July		41.82	July		41.99	July		37.42	July		28.02		-		-
August		39.99	August		40.57	August		42.80	August		39.73	August		30.00		-		-
September		39.69	September		39.05	September		43.78	September		40.39	September		37.80		-		-
October		41.11	October		42.34	October		43.52	October		36.97	October		35.85		-		-
November		42.45	November		42.55	November		43.01	November		36.08	November		29.97		-		-
December		42.05	December		41.91	December		43.93	December		30.67	December		27.46		-		-

A-2

COMERICA INCORPORATED (CMA)

Comerica Incorporated is a bank holding company that offers individual banking, business banking and investment banking services. Comerica's individual banking services include consumer lending, consumer deposit gathering, mortgage loan origination and servicing, small business banking and private banking. Comerica's business banking services include middle-market lending, asset-based lending, large corporate banking, international financial services and specialty deposit gathering. Comerica's investment bank is responsible for the sale of mutual fund and annuity products, as well as life, disability and long-term care insurance products.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		57.11	January		57.86	January		55.47	January		59.30	January		43.56	January		16.66
February		57.54	February		57.08	February		57.32	February		60.39	February		36.24	February			15.01
March		54.32	March		55.08	March		57.97	March		59.12	March		35.08		-		-
April		51.63	April		57.26	April		56.87	April		61.91	April		34.73		-		-
May		56.61	May		55.88	May		54.75	May		62.83	May		37.18		-		-
June		54.88	June		57.80	June		51.99	June		59.47	June		25.63		-		-
July		58.47	July		61.10	July		58.55	July		52.66	July		28.72		-		-
August		60.15	August		60.49	August		57.25	August		55.78	August		28.09		-		-
September		59.35	September		58.90	September		56.92	September		51.28	September		32.79		-		-
October		61.51	October		57.78	October		58.19	October		46.68	October		27.59		-		-
November		61.50	November		57.67	November		58.25	November		45.78	November		22.55		-		-
December		61.02	December		56.76	December		58.68	December		43.53	December		19.85		-		-

FIFTH THIRD BANCORP (FITB)

Fifth Third Bancorp is a bank holding company through its subsidiaries, engages primarily in commercial, retail banking, trust banking, electronic payment processing services and investment advisory services. Fifth Third provides its financial products and services, which include consumer banking and credit card services, mortgage services and leasing, to the retail, commercial, financial, governmental, educational and medical sectors. Fifth Third's operations are primarily located in the Midwestern United States.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		57.74	January		46.47	January		37.57	January		39.90	January		27.10	January		2.39
February		56.02	February		44.77	February		38.65	February		40.28	February		22.90	February			2.11
March		55.37	March		42.98	March		39.36	March		38.69	March		20.92		-		-
April		53.72	April		43.50	April		40.42	April		40.59	April		21.43		-		-
May		54.29	May		42.67	May		38.00	May		42.36	May		18.70		-		-
June		53.78	June		41.17	June		36.95	June		39.77	June		10.18		-		-
July		49.36	July		43.10	July		38.14	July		36.89	July		13.97		-		-
August		49.81	August		41.41	August		39.34	August		35.69	August		15.78		-		-
September		49.22	September		36.75	September		38.08	September		33.88	September		11.90		-		-
October		49.19	October		40.12	October		39.85	October		31.28	October		10.85		-		-
November		50.36	November		40.27	November		39.43	November		29.91	November		9.56		-		-
December		47.30	December		37.72	December		40.93	December		25.13	December		8.26		-		-

A-3

JPMORGAN CHASE & CO. (JPM)

JPMorgan Chase & Co. operates as a global financial services company in the United States. The company operates in six segments: Investment Bank, Retail Financial Services, Card Services, Commercial Banking, Treasury and Securities Services, and Asset Management. The Investment Bank segment delivers products and services, including advising on corporate strategy and structure, capital raising in equity and debt markets, risk management, and market-making in cash securities and derivative instruments in various capital markets to corporations, financial institutions, governments, and institutional investors. The RFS segment offers consumer banking, small business banking, auto and educational finance, home finance and insurance services. The Card Services segment issues various credit cards. The Commercial Banking segment offers lending, treasury services, investment banking and investment management to corporations, municipalities, financial institutions and not-for-profit entities. The TSS segment provides transaction, investment, and information services to corporations, issuers and institutional investors. The AWM segment provides investment and wealth management services to institutional and retail investors, financial intermediaries and high-net-worth families and individuals. The company has operations in Europe, Middle East, Africa, Asia-Pacific, Latin America and the Caribbean.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		38.89	January		37.33	January		39.75	January		50.93	January		47.40	January		25.51
February		41.02	February		36.55	February		41.14	February		49.39	February		40.65	February			22.85
March		41.95	March		34.60	March		41.64	March		48.38	March		42.95		-		-
April		37.60	April		35.49	April		45.38	April		52.10	April		47.65		-		-
May		36.84	May		35.75	May		42.64	May		51.83	May		43.00		-		-
June		38.77	June		35.32	June		42.00	June		48.45	June		34.31		-		-
July		37.33	July		35.14	July		45.62	July		44.01	July		40.63		-		-
August		39.58	August		33.89	August		45.66	August		44.52	August		38.49		-		-
September		39.73	September		33.93	September		46.96	September		45.82	September		46.70		-		-
October		38.60	October		36.62	October		47.44	October		47.00	October		41.25		-		-
November		37.65	November		38.25	November		46.28	November		45.62	November		31.66		-		-
December		39.01	December		39.69	December		48.30	December		43.65	December		31.53		-		-

KEYCORP (KEY)

KeyCorp operates as the holding company for KeyBank National Association, which provides various banking services to individual, corporate, and institutional clients in the United States. Its deposit portfolio includes savings deposits, checking deposits, and certificates of deposit. The company offers a suite of loans, which comprises commercial, financial, and agricultural loans, commercial real estate loans, commercial leases, residential real estate loans, and consumer loans. In addition, KeyCorp provides personal and corporate trust services, personal financial services, access to mutual funds, cash management services, investment banking and capital markets products, international banking services, and investment management services. Further, it offers accident, health, and credit-life insurance on loans made by its subsidiary bank, principal investing, community development financing, securities underwriting and brokerage, merchant services, and other financial services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		31.09	January		33.42	January		35.39	January		38.17	January		26.14	January		7.28
February		32.42	February		33.00	February		37.27	February		37.72	February		22.05	February			7.01
March		30.29	March		32.45	March		36.80	March		37.47	March		21.95		-		-
April		29.70	April		33.16	April		38.22	April		35.68	April		24.13		-		-
May		31.41	May		32.76	May		35.72	May		35.61	May		19.47		-		-
June		29.89	June		33.15	June		35.68	June		34.33	June		10.98		-		-
July		30.18	July		34.24	July		36.90	July		34.69	July		10.55		-		-
August		31.35	August		33.12	August		36.79	August		33.30	August		12.01		-		-
September		31.60	September		32.25	September		37.44	September		32.33	September		11.94		-		-
October		33.59	October		32.24	October		37.14	October		28.45	October		12.41		-		-
November		33.29	November		33.16	November		36.10	November		26.34	November		9.38		-		-
December		33.90	December		32.93	December		38.03	December		23.45	December		8.52		-		-

A-4

MARSHALL & ILSLEY CORPORATION (MI)

Marshall & Ilsley Corporation (“M&I”) is a bank and savings and loan association holding company that, through its bank and non-bank subsidiaries, provides banking and data services. M&I’s banking services include accepting deposits, making loans, cash management services, foreign exchange services and correspondent banking services to commercial and retail customers. M&I provides data services through its subsidiary Metavante Data Services. The company operates primarily in the Midwestern states and in Arizona, Florida and Nevada.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		30.38	January		33.93	January		33.24	January		37.30	January		27.90	January		5.71
February		31.40	February		32.09	February		34.87	February		37.71	February		23.20	February			4.58
March		29.97	March		33.09	March		34.54	March		36.71	March		23.20		-		-
April		29.14	April		33.80	April		36.24	April		38.06	April		24.98		-		-
May		32.62	May		34.49	May		35.94	May		38.04	May		23.24		-		-
June		30.98	June		35.23	June		36.25	June		37.75	June		15.33		-		-
July		30.44	July		36.40	July		37.23	July		32.66	July		15.20		-		-
August		31.77	August		34.69	August		36.96	August		34.64	August		15.40		-		-
September		31.94	September		34.49	September		38.19	September		34.69	September		20.15		-		-
October		33.27	October		34.05	October		38.00	October		33.84	October		18.03		-		-
November		33.04	November		34.07	November		36.29	November		31.47	November		15.45		-		-
December		35.03	December		34.11	December		38.13	December		26.48	December		13.64		-		-

A-5

NORTHERN TRUST CORPORATION (NTRS)

Northern Trust Corporation, a bank holding company, provides investment management, asset and fund administration, and fiduciary and banking solutions for corporations, institutions and individuals worldwide. Northern Trust also owns national bank subsidiaries, a federal savings bank, trust companies and various other non-bank subsidiaries, including an investment management company, a securities brokerage firm, and an institutional investment management company. The company operates in two units, Personal Financial Services (PFS) and Corporate and Institutional Services (C&IS).

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		47.46	January		43.64	January		52.21	January		60.75	January		73.36	January		57.52
February		49.65	February		42.25	February		52.72	February		60.30	February		67.63	February			55.55
March		46.59	March		43.44	March		52.50	March		60.14	March		66.47				-
April		42.21	April		45.00	April		58.89	April		62.95	April		74.11		-		-
May		42.95	May		46.03	May		55.92	May		65.08	May		76.00		-		-
June		42.28	June		45.59	June		55.30	June		64.24	June		68.57		-		-
July		40.15	July		50.80	July		57.11	July		62.46	July		78.17		-		-
August		43.05	August		49.84	August		55.99	August		61.46	August		80.39		-		-
September		40.80	September		50.55	September		58.43	September		66.27	September		72.20		-		-
October		42.54	October		53.60	October		58.72	October		75.21	October		56.31		-		-
November		47.04	November		52.69	November		56.96	November		80.99	November		45.89		-		-
December		48.58	December		51.82	December		60.69	December		76.58	December		52.14		-		-

A-6

PIPER JAFFRAY COMPANIES (PJC)

Piper Jaffray Companies provides investment banking services, and institutional sales, trading, and research services primarily in the United States. Its Investment Banking activities include raising capital through equity and debt financings for corporate clients, providing financial advisory services relating to mergers and acquisitions to consumer, financial institutions, health care, technology, alternative energy, business services, and industrial growth sectors, underwriting debt issuances for government and non-profit clients, and providing financial advisory and interest rate risk management services. The company's equity and fixed income institutional sales and trading activities include equity and fixed income advisory and trade execution services for public and private corporations, public entities, non-profit clients, and institutional investors. It also has equity sales and trading relationships with institutional investors in the United States and Europe, and fixed income sales and trading professionals offer municipal, corporate, mortgage, agency, and high-yield securities services. In addition, the company invests in private equity and venture capital funds, as well as provides asset management services to institutional investors.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		46.95	January		39.58	January		44.83	January		68.94	January		47.40	January		28.71
February		51.52	February		39.55	February		49.68	February		65.23	February		38.73	February			21.99
March		54.15	March		36.59	March		55.00	March		61.94	March		33.96		-		-
April		48.42	April		27.65	April		69.90	April		63.81	April		37.26		-		-
May		48.40	May		28.27	May		63.29	May		66.90	May		38.00		-		-
June		45.23	June		30.43	June		61.21	June		55.73	June		29.33		-		-
July		40.75	July		34.41	July		51.19	July		47.92	July		35.50		-		-
August		43.10	August		30.49	August		58.58	August		51.36	August		38.01		-		-
September		39.59	September		29.86	September		60.62	September		53.60	September		43.25		-		-
October		43.73	October		34.35	October		69.15	October		51.40	October		39.45		-		-
November		46.01	November		39.74	November		65.07	November		46.32	November		37.89		-		-
December		47.95	December		40.40	December		65.15	December		46.32	December		39.76		-		-

PNC FINANCIAL SERVICES GROUP, INC. (PNC)

The PNC Financial Services Group, Inc. is a bank holding company that operates businesses engaged in regional community banking, wholesale banking, including corporate banking, real estate finance, asset-backed lending, wealth management, asset management and global fund processing services. PNC's primary geographic markets include Pennsylvania, New Jersey, the greater Washington, D.C. area, including Maryland and Virginia, Ohio, Kentucky, and Delaware. PNC also provides certain banking, asset management and global fund processing services internationally.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		56.51	January		53.87	January		64.86	January		73.77	January		65.60	January		32.52
February		58.62	February		52.64	February		70.35	February		73.29	February		61.43	February			27.34
March		55.42	March		51.48	March		67.31	March		71.97	March		65.57		-		-
April		53.10	April		53.23	April		71.47	April		74.10	April		69.35		-		-
May		55.21	May		54.65	May		68.91	May		73.80	May		64.25		-		-
June		53.08	June		54.46	June		70.17	June		71.58	June		57.10		-		-
July		50.60	July		54.82	July		70.84	July		66.65	July		71.29		-		-
August		53.67	August		56.23	August		70.79	August		70.37	August		71.95		-		-
September		54.10	September		58.02	September		72.44	September		68.10	September		74.70		-		-
October		52.30	October		60.71	October		70.03	October		72.16	October		66.67		-		-
November		54.40	November		63.77	November		70.69	November		73.21	November		52.77		-		-
December		57.44	December		61.83	December		74.04	December		65.65	December		49.00		-		-

A-7

REGIONS FINANCIAL CORPORATION (RF)

Regions Financial Corporation, through its subsidiaries, offers various banking and financial services in the United States. The company provides a range of commercial banking services, operating approximately 2,000 full service banking offices in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas, and Virginia. The company also offers various brokerage and investment banking products and services, such as securities brokerage, asset management, financial planning, mutual funds, securities underwriting, sales and trading, and investment banking, as well as provides financial advisory services. In addition, it originates and services mortgage loans for long-term investors. Further, Regions Financial Corporation provides various lines of personal and commercial insurance and offers credit-related insurance products. It also acts as a re-insurer of credit life insurance, and accident and health insurance, and factors commercial accounts receivable, and performs billing and collection services for clients in the trucking and automotive service industry, as well as offers equipment financing products.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		30.37	January		32.00	January		33.18	January		36.26	January		25.17	January	3.46
February		29.89	February		32.26	February		34.78	February		35.82	February		21.20	February	3.42
March		29.58	March		32.40	March		35.17	March		35.37	March		19.75	-	-
April		28.11	April		33.49	April		36.51	April		35.09	April		21.92	-	-
May		30.80	May		33.68	May		33.85	May		35.67	May		17.82	-	-
June		29.60	June		33.88	June		33.12	June		33.10	June		10.91	-	-
July		29.69	July		33.64	July		36.29	July		30.07	July		9.48	-	-
August		32.29	August		32.72	August		35.99	August		31.30	August		9.27	-	-
September		33.06	September		31.12	September		36.79	September		29.48	September		9.60	-	-
October		35.08	October		32.55	October		37.95	October		27.12	October		11.09	-	-
November		34.99	November		33.69	November*		36.65	November		26.43	November		10.19	-	-
December		35.59	December		34.16	December		37.40	December		23.65	December		7.96	-	-

*As a result of the merger of AmSouth Bancorporation (NYSE Ticker: “ASO”) and Regions Financial Corporation (NYSE Ticker: “RF”), Regions Financial Corporation replaced AmSouth Bancorporation as an underlying security of the Regional Bank HOLDRS Trust. The closing prices prior to November 6, 2006 reflect those of Amsouth Bancorporation.

STATE STREET CORPORATION (STT)

State Street Corporation is a bank holding company specializing in serving sophisticated global investors, such as mutual funds and other collective investment funds, corporate and public pension funds, investment managers and others. The Company operates two lines of business: investment servicing and investment management. Investment Servicing provides services for United States mutual funds, collective funds worldwide, corporate and public retirement plans, insurance companies, foundations, endowments and other investment pools. Investment Management offers an array of services for managing financial assets, including investment management and investment research services, primarily for institutional investors worldwide. The Company's clients include mutual funds and other collective investment funds, corporate and public pension funds, investment managers and others. State Street operates offices throughout the United States and internationally.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		53.85	January		44.81	January		60.46	January		71.05	January		82.12	January		23.27
February		53.73	February		43.85	February		62.48	February		65.51	February		78.55	February			25.27
March		52.13	March		43.72	March		60.43	March		64.75	March		79.00		-		-
April		48.80	April		46.23	April		65.32	April		68.87	April		72.14		-		-
May		48.42	May		48.00	May		62.10	May		68.27	May		72.02		-		-
June		49.04	June		48.25	June		58.09	June		68.40	June		63.99		-		-
July		42.81	July		49.74	July		60.06	July		67.03	July		71.64		-		-
August		45.14	August		48.33	August		61.80	August		61.36	August		67.67		-		-
September		42.71	September		48.92	September		62.40	September		68.16	September		56.88		-		-
October		45.05	October		55.23	October		64.23	October		79.77	October		43.35		-		-
November		44.56	November		57.69	November		62.17	November		79.89	November		42.11		-		-
December		49.12	December		55.44	December		67.44	December		81.20	December		39.33		-		-

SUNTRUST BANKS, INC. (STI)

SunTrust Banks, Inc. is a bank holding company that provides traditional deposit, credit, trust and investment services to individuals and families, high-net-worth clients, businesses and institutions through its bank subsidiary SunTrust Bank. Through its other subsidiaries, SunTrust provides mortgage banking, credit-related insurance, asset management, brokerage and capital market services. SunTrust’s operations are located primarily in Georgia, Florida, Tennessee, Alabama, Virginia, West Virginia, Maryland, North Carolina, South Carolina, the District of Columbia, Mississippi, and Arkansas.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		72.36	January		72.02	January		71.45	January		83.10	January		68.85	January		12.26
February		72.31	February		72.44	February		72.37	February		84.31	February		58.13	February			12.03
March		69.71	March		72.07	March		72.76	March		83.04	March		55.14		-		-
April		68.05	April		72.83	April		77.33	April		84.42	April		55.75		-		-
May		65.08	May		73.61	May		75.71	May		89.29	May		52.21		-		-
June		64.99	June		72.24	June		76.26	June		85.74	June		36.22		-		-
July		65.95	July		72.72	July		78.87	July		78.30	July		41.06		-		-
August		68.10	August		70.28	August		76.40	August		78.75	August		41.89		-		-
September		70.41	September		69.45	September		77.28	September		75.67	September		44.99		-		-
October		70.38	October		72.48	October		78.99	October		72.60	October		40.14		-		-
November		71.30	November		72.74	November		81.65	November		70.11	November		31.73		-		-
December		73.88	December		72.76	December		84.45	December		62.49	December		29.54		-		-

A-8

SYNOVUS FINANCIAL CORP. (SNV)

Synovus Financial Corp. is a bank holding company that provides a variety of financial services. Synovus operates two business segments: Financial Services and Transaction Processing Services. Financial services primarily involve commercial banking activities and the provision of retail banking, financial management, mortgage banking, leasing and insurance services. Transaction processing services include consumer credit, debit, commercial, retail and stored value card processing and related services, as well as debt collection and bankruptcy management services and the provision of software solutions for commercial card management programs.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		10.98	January		11.86	January		12.10	January		13.96	January		13.18	January		3.96
February		10.95	February		11.88	February		12.40	February		14.16	February		11.53	February			3.48
March		10.69	March		12.18	March		11.85	March		14.14	March		11.06		-		-
April		10.44	April		12.26	April		12.24	April		13.80	April		11.84		-		-
May		11.26	May		12.71	May		11.51	May		14.46	May		11.49		-		-
June		11.07	June		12.54	June		11.71	June		13.43	June		8.73		-		-
July		11.14	July		12.93	July		12.36	July		12.23	July		9.51		-		-
August		11.11	August		12.58	August		12.72	August		12.08	August		9.20		-		-
September		11.44	September		12.12	September		12.84	September		12.27	September		10.35		-		-
October		11.89	October		12.01	October		12.85	October		11.53	October		10.33		-		-
November		11.81	November		12.31	November		13.13	November		10.88	November		8.32		-		-
December		12.50	December		11.81	December		13.48	December		10.53	December		8.30		-		-

U.S. BANCORP (USB)

U.S. Bancorp is a bank holding company which provides wholesale banking, consumer banking payment services, private client, trust and asset management and capital markets services to individuals, businesses, government entities and other financial institutions. U.S. Bancorp's bank and trust subsidiaries provide a range of fiduciary activities for individuals, estates, foundations, corporations and charitable organizations. U.S. Bancorp also provides investment services, data processing, leasing and brokerage services. The company primarily invests in U.S. treasury securities, obligations of states and political subdivisions, debt securities, mortgage-backed securities and asset-backed securities.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		28.27	January		30.05	January		29.91	January		35.60	January		33.95	January		14.84
February		28.53	February		29.75	February		30.91	February		35.66	February		32.02	February			14.31
March		27.65	March		28.82	March		30.50	March		34.97	March		32.36		-		-
April		25.64	April		27.90	April		31.44	April		34.35	April		33.89		-		-
May		28.10	May		29.33	May		30.87	May		34.58	May		33.19		-		-
June		27.56	June		29.20	June		30.88	June		32.95	June		27.89		-		-
July		28.30	July		30.06	July		32.00	July		29.95	July		30.61		-		-
August		29.50	August		29.22	August		32.07	August		32.35	August		31.86		-		-
September		28.90	September		28.08	September		33.22	September		32.53	September		36.02		-		-
October		28.61	October		29.58	October		33.84	October		33.16	October		29.81		-		-
November		29.63	November		30.28	November		33.64	November		33.09	November		26.98		-		-
December		31.32	December		29.89	December		36.19	December		31.74	December		25.01		-		-

A-9

WELLS FARGO & CO. (WFC)

Wells Fargo & Co. provides banking, insurance, investments, mortgage banking and consumer finance in the United States and internationally. Wells Fargo operates in three segments: Community Banking (CB), Wholesale Banking (WB) and Wells Fargo Financial (WFF). The CB segment offers mutual funds, personal and employee benefit trust, and agency assets. The WB segment provides commercial, corporate and real estate banking products and services, including letters of credit, asset-based lending, mezzanine financing, international trade facilities, foreign exchange services, treasury management, investment management, institutional fixed income and equity sales, online/electronic products, insurance brokerage services and investment banking services. The WFF segment offers consumer and real estate loans to individuals, purchases sales finance contracts from retail merchants and automobile dealers, and makes loans secured by automobiles.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009		Closing Price
January		28.71	January		30.65	January		31.18	January		35.92	January		34.08	January		18.90
February		28.68	February		29.69	February		32.10	February		34.70	February		29.23	February			12.10
March		28.34	March		29.90	March		31.94	March		34.43	March		29.10		-		-
April		28.23	April		29.97	April		34.35	April		35.89	April		29.75		-		-
May		29.40	May		30.21	May		33.19	May		36.09	May		27.57		-		-
June		28.62	June		30.79	June		33.54	June		35.17	June		23.75		-		-
July		28.71	July		30.67	July		36.17	July		33.77	July		30.27		-		-
August		29.38	August		29.81	August		34.75	August		36.54	August		30.27		-		-
September		29.82	September		29.29	September		36.18	September		35.62	September		37.53		-		-
October		29.86	October		30.10	October		36.29	October		34.01	October		34.05		-		-
November		30.89	November		31.43	November		35.24	November		32.43	November		28.89		-		-
December		31.08	December		31.42	December		35.56	December		30.19	December		29.48		-		-

A-10

1,000,000,000 Depositary Receipts

Regional Bank HOLDRSSM Trust

PROSPECTUS

March 11, 2009

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Article XIV, Section 2 of the Restated Certificate of Incorporation of Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that, subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith Incorporated shall indemnify its directors and officers to the full extent authorized or permitted by law.

The directors and officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated are insured under policies of insurance maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the policies, against certain losses arising from any claim made against them by reason of being or having been such directors or officers. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all of its directors providing for indemnification of such persons by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or permitted by law, subject to certain limited exceptions.

Item 16. Exhibits.

See Exhibit Index.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 8 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on March 11, 2009.

	Merrill Lynch, Pierce, Fenner & Smith
		Incorporated

	By:	*
	Name:	Joseph F. Regan
	Title:	First Vice President, Chief Financial
		Officer and Controller

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 8 to the Registration Statement has been signed by the following persons in the capacities indicated below on March 11, 2009.

	Signature	Title

	*	Director and Executive Vice President
	Daniel C. Sontag	(Principal Executive Officer)

	*	First Vice President, Chief Financial Officer and Controller
	Joseph F. Regan

	*	Director and Executive Vice President
	Thomas K. Montag

	*	Director and Senior Vice President
	Carlos M. Morales	Director and Senior Vice President

	*	Director and Senior Vice President
	Candace E. Browning	Director and Senior Vice President


*By:	/s/ Thomas W. Lee	Attorney-in-Fact
	Thomas W. Lee

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INDEX TO EXHIBITS

Exhibits

*4.1		Standard Terms for Depositary Trust Agreements between Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee dated as of September 2, 1999, and included as exhibits thereto, form of Depositary Trust Agreement and form of HOLDRS, filed on May 5, 2000 as an exhibit to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*4.2		Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, dated as of November 22, 2000, filed on May 5, 2000 as an exhibit to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*5.1		Opinion of Shearman & Sterling LLP regarding the validity of the Regional Bank HOLDRS Receipts, filed on May 5, 2000 as an exhibit to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*8.1		Opinion of Shearman & Sterling LLP, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on May 5, 2000 as an exhibit to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*8.2		Opinion of Shearman & Sterling LLP, as special U.S. tax counsel regarding the material federal income tax consequences, filed on July 14, 2003 as an exhibit to Amendment No. 4 to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*24.1		Power of Attorney (included in Part II of Registration Statement), filed on May 5, 2000 as an exhibit to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*24.2		Power of Attorney of Dominic A. Carone filed on November 28, 2000 as an exhibit to post-effective Amendment No. 1 to the registration statement filed on Form S-1 for Regional Bank HOLDRS.

*24.3		Power of Attorney of John J. Fosina, E. Stanley O’Neal, George A. Schieren, Thomas H. Patrick and Dominic A. Carone.

*24.4		Power of Attorney of James P. Gorman, Arshad R. Zakaria and Carlos M. Morales.

*24.5		Power of Attorney of Candace E. Browning, Gregory J. Fleming, Do Woo Kim and John F. Regan.

*24.6		Power of Attorney of Robert J. McCann and Joseph F. Regan.

24.7		Power of Attorney of Daniel C. Sontag.

24.8		Power of Attorney of Thomas K. Montag.

________________

* Previously filed.

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