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

Registration No. 333-52022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

POST-EFFECTIVE AMENDMENT NO. 7

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)

___________

Oil Service HOLDRSSM Trust

[Issuer with respect to the receipts]

Delaware	6211	13-5674085
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(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. o

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. o

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. o

PROSPECTUS

1,000,000,000 Depositary Receipts

Oil Service HOLDRSSM Trust

The Oil Service HOLDRSSM Trust issues Depositary Receipts called Oil Service HOLDRSSM representing your undivided beneficial ownership in the common stock of a group of specified companies that, among other things, provide drilling, well-site management and related products and services for the oil service industry. The Bank of New York Mellon is the trustee. You only may acquire, hold or transfer Oil Service HOLDRSSM in a round-lot amount of 100 Oil Service HOLDRSSM or round-lot multiples. Oil Service HOLDRSSM are separate from the underlying deposited common stocks that are represented by the Oil Service HOLDRSSM. For a list of the names and the number of shares of the companies that make up an Oil Service HOLDRSM, see “Highlights of Oil Service HOLDRS—The Oil Service HOLDRS” in this prospectus. The Oil Service HOLDRSSM trust will issue Oil Service HOLDRSSM on a continuous basis.

Investing in Oil Service HOLDRSSM involves significant risks. See “Risk Factors.”

Oil Service HOLDRSSM are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of its affiliates. Oil Service HOLDRSSM 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 Oil Service HOLDRSSM are listed on the NYSE Arca under the symbol “OIH.” On February 27, 2009, the last reported sale price of the Oil Service HOLDRSSM on the NYSE Arca was $73.08.

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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 OIL SERVICE HOLDRS	9
THE TRUST	18
DESCRIPTION OF OIL SERVICE HOLDRS	18
DESCRIPTION OF THE UNDERLYING SECURITIES	19
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT	22
U.S. FEDERAL INCOME TAX CONSEQUENCES	26
ERISA CONSIDERATIONS	30
PLAN OF DISTRIBUTION	30
LEGAL MATTERS	31
WHERE YOU CAN FIND MORE INFORMATION	32

This prospectus contains information you should consider when making your investment decision. With respect to information about Oil Service 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 Oil Service HOLDRS in any jurisdiction where the offer or sale is not permitted.

The Oil Service 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 Oil Service HOLDRS or of the underlying securities through an investment in the Oil Service HOLDRS.

SUMMARY

The Oil Service HOLding Company Depositary ReceiptS or HOLDRS trust was formed under the depositary trust agreement, dated as of February 6, 2001, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Oil Service HOLDRS. 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 Oil Service HOLDRS is specified under “Highlights of Oil Service HOLDRS—The Oil Service HOLDRS.” This group of common stocks, and the securities of any company that may be added to the Oil Service HOLDRS, are collectively referred to in this prospectus as the underlying securities. The companies included in the Oil Service HOLDRS may change as a result of reconstitution events, distributions of securities by underlying issuers or other events. See “Description of the Depositary Trust Agreement—Reconstitution events” for an explanation of these events. The Oil Service HOLDRS are separate from the underlying common stocks that are represented by the Oil Service HOLDRS. On February 27, 2009, there were 19,087,000 Oil Service HOLDRS outstanding.

RISK FACTORS

An investment in Oil Service HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Oil Service HOLDRS, including the risks associated with a concentrated investment in oil service companies.

General Risk Factors

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

Discount trading price. Oil Service 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 Oil Service HOLDRS or other corporate events, such as mergers, an Oil Service 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 Oil Service 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 oil service industry. At the time of the initial offering, the companies included in the Oil Service HOLDRS were generally considered to be involved in various aspects of the oil service industry. However, the market price of the underlying securities and the Oil Service HOLDRS may not necessarily follow the price movements of the entire oil service industry generally. If the underlying securities decline in value, your investment in the Oil Service HOLDRS will decline in value, even if the common stock prices of the companies in the oil service industry generally increase in value. In addition, since the time of the initial offering, the companies included in Oil Service HOLDRS may not be involved in the oil service industry. In this case, the Oil Service HOLDRS may not consist of securities issued only by companies involved in the oil service industry.

Not necessarily comprised of solely oil service companies. As a result of distributions of securities by companies included in the Oil Service HOLDRS or other corporate events, such as mergers, securities of companies that are not currently included in the Oil Service HOLDRS and that are not involved in the oil service industry may be included in the Oil Service HOLDRS. The securities of a new company will only be distributed from the Oil Service HOLDRS if the securities have a different Standard & Poor’s Corporation sector classification than any of the underlying issuers included in the Oil Service 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 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 Oil Service HOLDRS provides no assurance that each new company included in the Oil Service HOLDRS will be involved in the oil services industry. Currently, the underlying securities included in the Oil Service HOLDRS are represented in the Energy 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 Oil Service HOLDRS, and yet not be involved in the oil service industry. In addition, the GICS sector classifications of securities included in the Oil Service 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 Oil Service HOLDRS, which may also result in the inclusion in the Oil Service HOLDRS of the securities of a new company that is not involved in the oil service industry.

No investigation of underlying securities. The underlying securities initially included in the Oil Service HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of the issuers and the market liquidity of common stocks in the oil service industry, without regard for the value, price performance, volatility or investment merit of the underlying securities. The Oil Service 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, Oil Service HOLDRS may not necessarily be a diversified investment in the oil service 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, Oil Service HOLDRS may also reduce diversification. Oil Service 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 any form of stock repurchase program by an issuer of an underlying security or participate in a tender offer relating to one or more of the underlying securities, you will be required to cancel your Oil Service HOLDRS and receive delivery of each of the underlying securities. The cancellation of your Oil Service HOLDRS will allow you to sell the individual underlying securities or to deliver the individual underlying securities in a tender offer or any form of stock repurchase program. The cancellation of Oil Service HOLDRS will involve payment of a cancellation fee to the trustee.

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

Delisting from the NYSE Arca. The NYSE Arca may consider delisting the Oil Service HOLDRS if (i) the number of Oil Service HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca; or (ii) the market value of all Oil Service HOLDRS issued and outstanding falls below levels prescribed by the NYSE Arca. If the Oil Service HOLDRS are delisted by the NYSE Arca, a termination event will result unless the Oil Service 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 Oil Service 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 Oil Service 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.

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 Oil Service 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 Oil Service Industry

Downturns in the oil and gas industry have had, and may in the future have, a negative effect on the sales and profitability of oil service companies. Oil service companies depend upon the level of activity in oil and gas exploration and production for their revenues. Negative short-term and long-term trends in oil and gas prices affect the level of this activity. Factors that contribute to the volatility of oil and gas prices include the following:

the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and maintain production levels and pricing;

the level of production in non-OPEC countries;

the demand for oil and gas, which is negatively impacted by economic downturns;

the policies of various governments regarding exploration and development of oil and gas reserves;

advances in exploration and development technology; and

the political environment of oil-producing regions.

Market fluctuations, as well as general political and economic conditions such as recession, war or interest rate or currency rate fluctuations, may decrease the market price of oil service stocks. For example, the war in Iraq and related events may cause disruptions in the supply of oil, which may adversely affect the business of the companies included in the Oil Service HOLDRS. There can also be no assurance that any future terrorist attacks or other acts of war will not have a negative effect on the market price of oil service stocks. Similar declines in crude oil prices may adversely affect the business of the companies included in the Oil Service HOLDRS.

As a result of fluctuations in the trading prices of the companies included in the Oil Service HOLDRS, the trading price of Oil Service HOLDRS has fluctuated significantly. The initial offering price of Oil Service HOLDRS, on approximately February 11, 2001, was $96.42, and during 2008, the price of an Oil Service HOLDR reached a high of $228.07 and a low of $60.96.

The oil service industry is exposed to significant and numerous operating hazards. Oil service companies’ operations are subject to hazards inherent in the oil and gas industry, such as fire, explosion, blowouts, loss of well control and oil spills. The occurrence of any of these events can cause personal injury or loss of life, damage to property, equipment, the environment and marine life, and delays to or suspension of operations. Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services and personnel shortages. In addition, oil service companies with offshore drilling operations are subject to perils peculiar to marine operations, including capsizing of drilling rigs or other equipment, grounding, collision and loss or damage from severe weather; and insurance and indemnification agreements may not provide complete protection against these losses.

Oil service companies operate in a highly competitive and cyclical industry, with intense price competition. The oil service industry is highly competitive with numerous industry participants. Intense price competition is often an important factor in determining which qualified contractor is awarded a job. In addition, the oil service industry has historically been extremely cyclical. During periods of slower growth or depressed market conditions, oil service companies compete more aggressively for contracts that result in increased contractual liabilities and lower revenues.

The revenues of oil service companies may be negatively affected by contract termination and renegotiation. Some of the companies included in the Oil Service HOLDRS provide drilling services. In the oil service industry, it is customary for contracts to provide for either automatic termination or termination at the option of the customer if the drilling unit is destroyed or lost or if drilling operations are suspended for a specified period of time as a result of events beyond the control of either party or because of breakdown of equipment. In periods of depressed market conditions, the customers of oil service companies may not honor the terms of existing contracts and may terminate contracts or seek to renegotiate contract rates and terms to reduce their obligations.

The international operations of the companies included in the Oil Service HOLDRS 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. The companies included in the Oil Service HOLDRS have international operations that are essential parts of their businesses. The risks of international business that these companies are exposed to include the following:

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volatility in general economic, social and political conditions;

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

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inability to repatriate income or capital;

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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;

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reduction in the number or capacity of personnel in international markets; and

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seizure of equipment.

Oil service companies are subject to extensive federal, state, local and foreign regulatory laws, rules and regulations. Oil service companies are subject to extensive laws and regulations in various countries. The adoption of laws and regulations curtailing exploration and development drilling for oil and gas for economic, environmental and other policy reasons may adversely affect the operations of oil service companies’ by limiting available drilling and other opportunities in the oil service industry. Oil service companies may also be required to make significant capital expenditures to comply with governmental laws and regulations. It is also possible that these laws and regulations may significantly add to operating costs. Failure to comply with these laws and regulations could subject oil service companies to substantial civil and criminal penalties as well as potential court injunctions.

Compliance with or breach of environmental laws can be costly for oil service companies. The operations of oil service companies are subject to regulations controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment or otherwise relating to the protection of the environment. Laws and regulations protecting the environment may in some cases render a company liable for environmental damage without regard to negligence of fault on the part of that company. These laws and regulations may expose oil service companies to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. The application of these requirements or the adoption of new requirements could have a material adverse effect on the operating results and financial condition of oil service companies included in the Oil Service HOLDRS.

Many oil services companies are susceptible to adverse weather conditions in the regions in which they operate. As a result, the businesses of oil services companies may be adversely affected by severe weather in those regions where they have significant operations. Repercussions of severe weather conditions may include:

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evacuation of personnel and curtailment of services;

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weather related damage to offshore drilling rigs resulting in suspension of operations;

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weather related damage to our facilities;

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inability to deliver materials to jobsites in accordance with contract schedules; and

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loss of productivity.

HIGHLIGHTS OF OIL SERVICE HOLDRS

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

Issuer	Oil Service HOLDRS Trust.

The trust	The Oil Service HOLDRS Trust was formed under the depositary trust agreement, dated as of February 6, 2001, among The Bank of New York Mellon, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Oil Service HOLDRS. 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 receives compensation as set forth in the depositary trust agreement. The trustee is responsible for receiving deposits of underlying securities and delivering Oil Service HOLDRS representing the underlying securities issued by the trust. The trustee holds the underlying securities on behalf of the holders of Oil Service HOLDRS.

Purpose of Oil Service HOLDRS	Oil Service HOLDRS are designed to achieve the following:

	Diversification. Oil Service HOLDRS are designed to allow you to diversify your investments in the oil service industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities.

	Flexibility. The beneficial owners of Oil Service HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Oil Service HOLDRS, and can cancel their Oil Service HOLDRS to receive each of the underlying securities represented by the Oil Service HOLDRS.

	Transaction costs. The expenses associated with buying and selling Oil Service HOLDRS in the secondary market 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 oil service 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 Oil Service HOLDRS	The trust has issued, and may continue to issue, Oil Service HOLDRS that represent an undivided beneficial ownership interest in the shares of common stock that are held by the trust on your behalf. The Oil Service HOLDRS themselves are separate from the underlying securities that are represented by the Oil Service HOLDRS.

The following table provides:

· the names of the issuers of the underlying securities currently represented by the Oil Service HOLDRS;

· the stock ticker symbols;

· the share amounts currently represented by a round-lot of 100 Oil Service HOLDRS; and

· the principal U.S. market on which the shares of common stock of the selected companies are traded.

Name of Company	Ticker	Share Amounts	Primary U.S. Trading Market
Baker Hughes Inc.	BHI	21.0000	NYSE
BJ Services Company	BJS	28.0000	NYSE
Cameron International Corporation	CAM	16.0000	NYSE
Diamond Offshore Drilling, Inc.	DO	11.0000	NYSE
ENSCO International Incorporated	ESV	11.0000	NYSE
Exterran Holdings, Inc.	EXH	1.6250	NYSE
Halliburton Company	HAL	44.0000	NYSE
Nabors Industries Ltd.	NBR	24.0000	NYSE
National Oilwell Varco, Inc.	NOV	18.0482	NYSE
Noble Corporation	NE	22.0000	NYSE
Rowan Companies, Inc.	RDC	8.0000	NYSE
Schlumberger Limited	SLB	22.0000	NYSE
Smith International, Inc.	SII	16.0000	NYSE
Tidewater Inc.	TDW	5.0000	NYSE
Transocean Inc. (1)	RIG	22.0949	NYSE
Weatherford International Ltd.	WFT	36.0000	NYSE

(1) Effective December 19, 2008, Transocean Inc., an underlying constituent of the Oil Service HOLDRS Trust, changed its name to Transocean Ltd and CUSIP to H8817H100. The ticker will remain the same.

	The companies whose securities were included in the Oil Service HOLDRS at the time Oil Service HOLDRS were originally issued generally were considered to be among the 20 largest and most liquid companies with U.S. traded common stock involved in the oil service industry, as measured by market capitalization and trading volume on December 12, 2000. The market capitalization of a company is determined by multiplying the market price of its common stock by the number of its outstanding shares of common stock.

	The trust only will issue and cancel, and you only may obtain, hold, trade or surrender Oil Service HOLDRS in a round-lot of 100 Oil Service HOLDRS and round-lot multiples. The trust will only issue Oil Service HOLDRS upon the deposit of the whole shares

	represented by a round-lot of 100 Oil Service HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Oil Service HOLDRS, the trust may require a minimum of more than one round-lot of 100 Oil Service HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Oil Service HOLDRS.

	The number of outstanding Oil Service 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 Oil Service HOLDRS on a continuous basis when an investor deposits the required number of shares of common stock with the trustee.

Purchases	You may acquire Oil Service 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 Oil Service HOLDRS by delivering to the trust the requisite shares of common stock represented by a round-lot of 100 Oil Service 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 Oil Service HOLDRS. If you wish to cancel your Oil Service 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 Oil Service HOLDRS.

Commissions	If you choose to deposit underlying securities in order to receive Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 such fractional share. Except with respect to the right to vote for dissolution of the trust, the Oil Service HOLDRS themselves will not have voting rights.

Rights relating to the underlying securities	Oil Service HOLDRS represents your beneficial ownership of the underlying securities. Owners of Oil Service HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially outside of Oil Service HOLDRS. These include the right to instruct the trustee to vote the underlying securities or you may attend shareholder meetings yourself, the right 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 Oil Service HOLDRS and the right to surrender Oil Service HOLDRS to receive the underlying securities. Oil Service 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 Oil Service HOLDRS. However, due to the nature of Oil Service HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Oil Service HOLDRS (and pay the applicable fees) and receive all of the underlying securities.

	A holder of Oil Service HOLDRS is not a registered owner of the underlying securities. In order to become a registered owner, a holder of Oil Service HOLDRS would need to surrender their Oil Service 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 underling 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 Oil Service HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Oil Service 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 underling 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Oil Service 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 Oil Service HOLDRS or other corporate events, such as mergers, an Oil Service 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 Oil Service 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 Oil Service HOLDRS are outstanding and each round-lot of 100 Oil Service HOLDRS represents 1.75 shares of an underlying security, there will be 175,001.75 votes of the underlying security represented by Oil Service HOLDRS. If holders of 50,000 round-lots of 100 Oil Service HOLDRS vote their underlying securities “yes” and holders of 50,001 round-lots of 100 Oil Service 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 Oil Service HOLDRS to you in the following four circumstances:

	A.	If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Exchange Act, then the trustee will distribute the shares of that company to the owners of the Oil Service 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 Oil Service 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 Oil Service HOLDRS, only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Oil Service 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 Oil Service 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 Oil Service HOLDRS, as a result of a distribution of securities by an underlying issuer, where a corporate event occurs, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a Standard & Poor’s GICS sector classification that is different from the GICS sector classification of any other security then included in the Oil Service 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 Standard & Poor’s GICS sectors, that most distributions or exchanges of securities will result in the inclusion of new securities in Oil Service 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 will be included in the Oil Service 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, which classifies the securities of public companies into various sector classifications based upon GICS sectors, which are derived from its own criteria. The GICS classification standards were exclusively effective 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 Oil Service HOLDRS are currently represented in the Energy GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS 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. 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 Oil Service 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 Oil Service HOLDRS as directly owning the underlying securities. The Oil Service HOLDRS themselves will not result in any U.S. federal income tax consequences separate from the tax consequences associated with ownership of the underlying securities.

Listing	The Oil Service HOLDRS are listed on the NYSE Arca under the symbol “OIH.”


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

Clearance and settlement	Oil Service HOLDRS have been issued only in book-entry form. Oil Service 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 Oil Service HOLDRS.”

THE TRUST

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

The Oil Service HOLDRS Trust. The trust was formed pursuant to the depositary trust agreement, dated as of February 6, 2001. The Bank of New York Mellon is the trustee. The Oil Service HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940.

The Oil Service HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Oil Service 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, 2041, or earlier if a termination event occurs.

DESCRIPTION OF OIL SERVICE HOLDRS

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

You may only acquire, hold, trade and surrender Oil Service HOLDRS in a round-lot of 100 Oil Service HOLDRS and round-lot multiples. The trust will only issue Oil Service HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Oil Service 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 Oil Service HOLDRS, the trust may require a minimum of more than one round-lot of 100 Oil Service HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Oil Service HOLDRS.

Oil Service 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 Oil Service HOLDRS—The Oil Service HOLDRS.”

Beneficial owners of Oil Service 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, 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, and the right to cancel Oil Service HOLDRS to receive the underlying securities. See “Description of the Depositary Trust Agreement.” Oil Service 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. Oil Service 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 Oil Service HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Oil Service HOLDRS. Such cancellation will require payment of fees and expenses as described in “Description of the Depositary Trust Agreement--Withdrawal of underlying securities.”

Oil Service 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. Oil Service HOLDRS are available only in book-entry form. Owners of Oil Service HOLDRS may hold their Oil Service 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 Oil Service HOLDRS were the common stocks of a group of specified companies that, at the time of selection, among other things, provided drilling, well-site management and related products and services for the oil service 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, considered to be among the largest, most liquid companies involved in the oil service industry as measured by market capitalization and trading volume. The companies initially included in the Oil Service HOLDRS also met the following minimum selection criteria as of December 12, 2000:

Market capitalization equal to or greater than $500 million;

Average daily trading volume of at least 100,000 shares over the 60 trading days before December 12, 2000;

Average daily dollar volume (that is, the average daily trading volume multiplied by the average closing price over the 60 day period prior to December 12, 2000) of at least $5 million over the 60 trading days before December 12, 2000; and

A trading history of at least 90 calendar days.

The market capitalization of a company is determined by multiplying the market price of its common stock by the number of its outstanding shares of common stock. In determining whether a company was to be considered for inclusion in the Oil Service HOLDRS, Merrill Lynch, Pierce, Fenner & Smith Incorporated examined available public information about the company, including analysts’ reports and other independent market sources. The ultimate determination of the inclusion of the specified companies, however, rested solely within the discretion of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

As a result of a reconstitution event, a distribution of securities by an underlying issuer or other event, the Oil Service HOLDRS may no longer consist exclusively of securities issued by companies involved in various segments of the oil service industry. In addition, as a result of a reconstitution event, a distribution of securities, or other event the securities of a non-oil service company may be included in the Oil Service HOLDRS.

Underlying securities. For a list of the underlying securities represented by Oil Service HOLDRS, please refer to “Highlights of Oil Service HOLDRS—The Oil Service 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. Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate of these entities, has not performed any investigation or review of the selected companies, including the public filings by the companies. Accordingly, before you acquire Oil Service 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 or any of their respective 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 16 underlying securities currently represented by a single Oil Service HOLDR, measured at the close of the business day on March 21, 2000, and thereafter as of the end of each month through 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.

2000	Closing Price		2001	Closing Price		2002	Closing Price		2003	Closing Price
March 21		65.80	January 31		79.92	January 31		52.91	January 31		50.11
March 31		73.87	February 28		78.64	February 28		56.09	February 28		53.11
April 28		72.79	March 30		72.93	March 28		61.94	March 31		50.67
May 31		77.57	April 30		83.89	April 30		64.00	April 30		50.62
June 30		75.09	May 31		80.04	May 31		64.44	May 30		58.71
July 31		73.82	June 29		63.10	June 28		55.56	June 30		55.07
August 31		85.10	July 31		57.06	July 31		48.27	July 31		51.03
September 29		82.93	August 31		49.64	August 30		49.08	August 29		55.32
October 31		72.59	September 28		42.53	September 30		45.54	September 30		52.37
November 30		62.05	October 31		51.75	October 31		48.98	October 31		51.14
December 29		78.13	November 30		49.76	November 29		53.54	November 28		50.48
			December 31		54.65	December 31		52.32	December 31		56.69

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price
January 30		62.00	January 31		81.76	January 31		142.77	January 31		124.96
February 27		66.72	February 28		89.92	February 28		124.86	February 28		124.38
March 31		64.45	March 31		89.04	March 31		134.58	March 30		133.21
April 30		63.85	April 29		82.33	April 28		144.16	April 30		143.78
May 28		60.92	May 31		86.00	May 31		139.56	May 31		155.43
June 30		66.44	June 30		93.89	June 30		137.31	June 29		161.17
July 30		68.91	July 29		103.57	July 31		134.12	July 31		164.73
August 31		67.50	August 31		109.51	August 31		124.21	August 31		166.83
September 30		75.30	September 30		113.96	September 29		119.59	September 28		179.86
October 29		74.75	October 31		107.64	October 31		123.46	October 31		178.21
November 30		79.38	November 30		115.23	November 30		133.58	November 30		173.87
December 31		78.36	December 30		118.37	December 29		127.95	December 31		185.90

2008	Closing Price		2009	Closing Price
January 31		154.38	January 30		76.56
February 29		173.20	February 27		73.17
March 31		174.00
April 30		195.63
May 30		210.61
June 30		221.49
July 31		192.42
August 29		183.57
September 30		145.91
October 31		98.26
November 28		86.59
December 31		73.79

DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT

General. The depositary trust agreement, dated as of February 6, 2001, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York Mellon, as trustee, other depositors and the owners of the Oil Service HOLDRS, provides that Oil Service HOLDRS will represent an owner’s undivided beneficial ownership interest in the common stock of the underlying companies.

The trustee. The Bank of New York Mellon serves as trustee for Oil Service 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 Oil Service HOLDRS. You may create and cancel Oil Service HOLDRS only in round-lots of 100 Oil Service HOLDRS. You may create Oil Service HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Oil Service HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Oil Service HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Oil Service HOLDRS, the trust may require a minimum of more than one round-lot of 100 Oil Service HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Oil Service HOLDRS. Similarly, you must surrender Oil Service HOLDRS in integral multiples of 100 Oil Service 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 Oil Service 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 Oil Service HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS.

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

Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities from Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS, only if the distributed securities have a different Standard & Poor’s GICS sector classification than any of the underlying securities represented in the Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS will be distributed from the Oil Service 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 Oil Service HOLDRS are currently represented in the Energy GICS sector. The Standard & Poor’s GICS sector classifications of the securities included in the Oil Service 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 Oil Service HOLDRS will surrender their Oil Service 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 Oil Service 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 Oil Service HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of outstanding Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Oil Service HOLDRS.

Issuance and cancellation fees. If you wish to create Oil Service 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 Oil Service HOLDRS. If you wish to cancel your Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS

A U.S. receipt holder purchasing and owning Oil Service HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS. Similarly, with respect to sales of Oil Service HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Oil Service HOLDRS. The trust delivered the initial distribution of Oil Service HOLDRS against deposit of the underlying securities in New York, New York on approximately February 11, 2001.

Investors who purchase Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Oil Service 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 Oil Service 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 Oil Service 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 Oil Service HOLDRS. This prospectus relates only to Oil Service 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 Oil Service 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 Oil Service 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.

BAKER HUGHES INC. (BHI)

Baker Hughes Inc. supplies wellbore-related products and technology services and systems to the worldwide oil and natural gas industry. Baker Hughes operates in two segments, Drilling and Evaluation and Completion and Production. The Drilling and Evaluation segment provides products and services used to drill and evaluate oil and natural gas wells. Its products include drilling fluids, completion fluids, drill bits, and fixed-cutter polycrystalline diamond compact bits. This segment also offers fluids environmental services; drilling and evaluation services, which include directional drilling, measurement-while-drilling, and logging-while-drilling services; and formation evaluation and wireline completion, and production services. The Completion and Production segment provides wellbore construction, cased-hole completions, sand control and wellbore intervention solutions, as well as offers oilfield chemical programs for drilling, well stimulation, production, pipeline transportation, and maintenance programs. This segment also provides electrical submersible pump systems and progressing cavity pump systems. In addition, the company offers permanent monitoring systems and chemical automation systems. Baker Hughes offers its products primarily through its sales organizations, as well as through supply stores, independent distributors, agents, licensees, or sales representatives.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		35.08	January		43.30	January		77.44	January		69.03	January		64.88	January	33.32
February		37.62	February		47.28	February		67.95	Februay		65.11	February		67.29	February	29.31
March		36.48	March		44.49	March		68.40	March		66.13	March		68.50
April		36.68	April		44.12	April		80.83	April		80.39	April		80.88
May		34.03	May		46.19	May		86.30	May		82.48	May		88.62
June		37.65	June		51.16	June		81.85	June		84.13	June		87.34
July		40.30	July		56.54	July		79.95	July		79.05	July		82.91
August		39.33	August		58.75	August		71.18	August		83.86	August		80.01
September		43.72	September		59.68	September		68.20	September		90.37	September		60.54
October		42.83	October		54.96	October		69.05	October		86.72	October		34.95
November		44.33	November		57.35	November		73.43	November		80.27	November		34.83
December		42.67	December		60.78	December		74.66	December		81.10	December		32.07

A-1

BJ SERVICES COMPANY (BJS)

BJ Services Company provides pressure pumping and other oilfield services to the petroleum industry. BJ Services also provides other oilfield services and products including, specialty chemicals, tubular services, process and pipeline services and completion tools and completion fluids services. The company provides pressure pumping services to independent oil and natural gas producing companies, as well as national oil companies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		19.57	January		24.03	January		40.49	January		27.66	January		21.73	January	11.00
February		21.65	February		24.98	February		31.31	February		26.80	February		25.94	February	9.67
March		21.64	March		25.94	March		34.60	March		27.90	March		28.51
April		22.25	April		24.38	April		38.05	April		28.66	April		28.27
May		20.95	May		25.18	May		36.65	May		29.33	May		30.20
June		22.92	June		26.24	June		37.26	June		28.44	June		31.94
July		24.83	July		30.50	July		36.27	July		26.15	July		29.40
August		24.03	August		31.54	August		34.31	August		24.81	August		26.85
September		26.21	September		35.99	September		30.13	September		26.55	September		19.13
October		25.50	October		34.75	October		30.16	October		25.19	October		12.83
November		25.34	November		36.65	November		33.77	November		24.58	November		11.99
December		23.27	December		36.67	December		29.32	December		24.26	December		11.67

CAMERON INTERNATIONAL CORPORATION (CAM)

Cameron International Corporation provides flow equipment products, systems, and services to oil, gas, and process industries worldwide. The company has three segments. The Drilling and Production Systems segment provides systems and equipment to control pressures and direct flows of oil and gas wells. This segment also manufactures elastomers for pressure and flow control equipment; other petroleum industry applications; and petroleum, petrochemical, rubber molding, and plastics industries. The Valves and Measurement segment provides valves and measurement systems to control, direct, and measure the flow of oil and gas as they are moved from individual wellheads through flow lines, gathering lines, and transmission systems to refineries, petrochemical plants, and industrial centers for processing. The Compression Systems segment provides reciprocating and centrifugal compression equipment, and aftermarket parts and services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		10.43	January		14.10	January		24.20	January		26.25	January		39.92	January	23.16
February		11.06	February		14.42	February		20.25	February		28.36	February		42.48	February	19.28
March		11.01	March		14.30	March		22.04	March		31.40	March		41.64
April		12.09	April		13.74	April		25.12	April		32.29	April		49.23
May		11.59	May		14.78	May		23.45	May		35.45	May		53.23
June		12.18	June		15.51	June		23.89	June		35.74	June		55.35
July		12.77	July		17.75	July		25.21	July		39.00	July		47.76
August		12.73	August		18.04	August		23.96	August		40.89	August		46.59
September		13.71	September		18.48	September		24.16	September		46.15	September		38.54
October		12.09	October		18.43	October		25.05	October		48.68	October		24.26
November		13.05	November		19.91	November		27.16	November		46.62	November		21.10
December		13.45	December		20.70	December		26.53	December		48.13	December		20.50

A-2

DIAMOND OFFSHORE DRILLING, INC. (DO)

Diamond Offshore Drilling, Inc., together with its subsidiaries, operates as an offshore oil and gas drilling contractor worldwide. The company offers a range of services in various markets, including the deep water, harsh environment, conventional semisubmersible, and jack-up markets. As of December 31, 2006, the company operated a fleet of 44 offshore rigs, including 30 semisubmersibles, 13 jack-ups, and 1 drillship. Its customers include primarily oil and gas companies and government-owned oil companies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		19.33	January		37.27	January		72.28	January		73.20	January		103.65	January	60.97
February		21.30	February		42.15	February		67.09	February		70.78	February		112.46	February	62.64
March		20.60	March		42.50	March		77.59	March		73.63	March		108.34
April		19.21	April		37.56	April		78.69	April		77.86	April		117.87
May		19.24	May		40.24	May		74.33	May		85.84	May		128.24
June		20.29	June		45.50	June		72.76	June		92.38	June		130.78
July		20.81	July		48.59	July		68.43	July		93.85	July		113.34
August		21.65	August		50.30	August		62.84	August		95.65	August		104.42
September		28.09	September		52.16	September		62.74	September		103.05	September		97.91
October		28.78	October		48.08	October		60.02	October		104.17	October		86.27
November		31.90	November		53.29	November		67.29	November		107.11	November		71.69
December		34.11	December		59.24	December		69.30	December		130.64	December		57.26

ENSCO INTERNATIONAL INCORPORATED (ESV)

ENSCO International Incorporated (ENSCO) is an international offshore contract drilling company that drills and completes oil and gas wells throughout the world. The company’s offshore contract drilling operations include exploration, development, and production of oil and natural gas, as well as the provision of offshore drilling services to the international oil and gas industry. The company’s customer base includes major international, government-owned and independent oil and gas companies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		28.50	January		34.23	January		51.12	January		50.87	January		51.12	January	27.36
February		29.37	February		40.28	February		44.69	February		50.05	February		59.84	February	24.58
March		28.17	March		37.66	March		51.45	March		54.40	March		62.62
April		27.37	April		32.60	April		53.49	April		56.38	April		63.73
May		26.64	May		33.30	May		49.99	May		60.57	May		71.83
June		29.10	June		35.75	June		46.02	June		61.01	June		80.74
July		30.11	July		40.38	July		46.22	July		61.07	July		69.14
August		29.16	August		40.86	August		44.69	August		54.22	August		67.78
September		32.67	September		46.59	September		43.83	September		56.10	September		57.63
October		30.55	October		45.59	October		48.97	October		55.49	October		38.01
November		31.31	November		47.36	November		51.86	November		53.85	November		32.41
December		31.74	December		44.35	December		50.06	December		59.62	December		28.39

A-3

EXTERRAN HOLDINGS, INC. (EXH)

Exterran Holdings, Inc. provides natural gas compression technology, and sales, operations, maintenance, fabrication, service, and equipment for oil and gas production, processing, and transportation applications worldwide. Its product and service portfolio offers surface solutions for producers focused on drilling and producing gas, and associated gas reservoirs. The company’s solutions include compression technology, critical process equipment, gas treatment, alternative fuel technology, production equipment, aftermarket services, power generation, fabrication, and parts and services to manage large scale projects. Exterran Holdings provides design, procurement, project management, and construction services coupled with pre-engineered products and in-house manufacturing. It offers engineering, procurement, and fabrication of critical process equipment for refinery and petrochemical facilities, and construction of tank farms and evaporators, and brine heaters for desalination plants. The company designs, builds, installs, operates, and maintains various production and processing facilities to its customers on a purchase or contract basis. Its customers include integrated oil and natural gas companies, national oil and natural gas companies, and independent producers and natural gas processors, gatherers, and pipelines.

2007	Closing Price		2008	Closing Price		2009	Closing Price
August		77.50	January		65.42	January	22.16
September		80.34	February		69.65	February	18.10
October		84.20	March		64.54
November		80.04	April		66.79
December		81.80	May		73.52
			June		71.49
			July		56.44
			August		45.71
			September		31.96
			October		22.41
			November		17.55
			December		21.30

A-4

HALLIBURTON COMPANY (HAL)

Halliburton Company provides engineering, construction and maintenance services to energy, industrial and government customers worldwide. Halliburton operates in six segments: Production Optimization, Fluid Systems, Drilling and Formation Evaluation, Digital and Consulting Solutions, Government and Infrastructure and Energy and Chemicals. The Production Optimization segment primarily tests, measures, and provides means to manage well production in the energy sector. The Fluid Systems segment provides services and technologies to assist in the drilling and construction of oil and gas wells. The Drilling and Formation Evaluation segment primarily engages in drilling and evaluating the formations related to bore-hole construction and initial oil and gas formation evaluation. The Digital and Consulting Solutions segment provides integrated exploration and production software information systems, consulting services, real-time operations, subsea operations, value-added oilfield project management and other integrated solutions. The Government and Infrastructure segment operates as government logistics and services contractors with civil infrastructure capabilities. The Energy and Chemicals segment provides engineering, procurement, construction, technology and services for the energy and chemicals industries.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		15.08	January		20.57	January		39.81	January		29.54	January		33.17	January	17.25
February		15.98	February		21.99	February		34.00	February		30.92	February		38.30	February	16.31
March		15.20	March		21.63	March		36.51	March		31.74	March		39.33
April		14.90	April		20.80	April		39.08	April		31.77	April		45.91
May		14.52	May		21.37	May		37.30	May		35.95	May		48.58
June		15.13	June		23.91	June		37.11	June		34.50	June		53.07
July		15.88	July		28.03	July		33.36	July		36.02	July		44.82
August		14.59	August		31.00	August		32.62	August		34.59	August		43.94
September		16.85	September		34.26	September		28.45	September		38.40	September		32.39
October		18.52	October		29.55	October		32.35	October		39.42	October		19.79
November		20.68	November		31.83	November		33.74	November		36.61	November		17.60
December		19.62	December		30.98	December		31.05	December		37.91	December		18.18

NABORS INDUSTRIES LTD. (NBR)

Nabors Industries Ltd. conducts oil, gas and geothermal land drilling operations worldwide. Nabors provides drilling, well overhaul, well servicing and related services. The company provides ancillary well-site services, including oilfield management, engineering, transportation, maintenance, drilling instrumentation systems, rig-reporting software and other support services. In addition, the company manufactures and leases or sells top drives for a range of drilling applications, directional drilling systems, rig instrumentation and data collection equipment, pipeline handling equipment, and rig reporting software. The company also has investments in oil and gas exploration, development, and production activities. The company’s customers include oil and gas companies, foreign national oil and gas companies, and independent oil and gas companies.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		22.00	January		25.20	January		40.63	January		30.28	January		27.14	January		10.95
February		23.68	February		28.70	February		32.98	February		29.96	February		31.53	February		9.71
March		22.88	March		29.57	March		35.79	March		29.67	March		33.77
April		22.18	April		26.94	April		37.33	April		32.12	April		37.54
May		20.70	May		27.56	May		35.91	May		34.94	May		42.04
June		22.61	June		30.31	June		33.79	June		33.38	June		49.23
July		23.25	July		32.73	July		35.32	July		29.24	July		36.46
August		22.05	August		33.50	August		32.88	August		29.59	August		35.60
September		23.68	September		35.92	September		29.75	September		30.77	September		24.92
October		24.56	October		34.32	October		30.88	October		28.08	October		14.37
November		26.00	November		35.01	November		33.76	November		26.90	November		14.50
December		25.65	December		37.88	December		29.78	December		27.39	December		11.97

A-5

NATIONAL OILWELL VARCO, INC. (NOV)

National Oilwell Varco, Inc. engages in the design, construction, manufacture, and sale of systems, components, and products to the oil and gas industry worldwide. The company operates in three segments: Rig Technology, Petroleum Services & Supplies, and Distribution Services. The Rig Technology segment produces and sells systems for the drilling, completion, and servicing of oil and gas wells. The Petroleum Services & Supplies segment offers various consumable goods and services used to drill, complete, remediate, and workover oil and gas wells and service pipelines, flowlines, and other oilfield tubular goods. This segment also provides oilfield tubular services, including the provision of inspection and internal coating services, and equipment for drillpipe, linepipe, tubing, casing, and pipelines; and engages in the design, manufacture, and sale of coiled tubing pipes and composite pipes for applications in corrosive environments. The Distribution Services segment offers maintenance, support, repair, and operating supplies; and spare parts to drill site and production locations. National Oilwell Varco serves drilling contractors, shipyards and other rig fabricators, well servicing companies, national oil companies, independent oil and gas companies, supply stores, and pipe-running service providers.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		12.86	January		18.44	January		38.04	January		30.32	January		60.20	January		26.44
February		14.86	February		22.67	February		30.44	February		34.82	February		62.30	February		26.73
March		14.14	March		23.35	March		32.06	March		38.90	March		58.38
April		13.96	April		19.87	April		34.49	April		42.43	April		68.45
May		13.84	May		22.50	May		33.03	May		47.23	May		83.32
June		15.75	June		23.77	June		31.66	June		52.12	June		88.72
July		16.73	July		26.18	July		33.52	July		60.06	July		78.63
August		14.95	August		32.11	August		32.65	August		64.00	August		73.73
September		16.43	September		32.90	September		29.28	September		72.25	September		50.23
October		16.86	October		31.24	October		30.20	October		73.24	October		29.89
November		18.10	November		30.31	November		33.26	November		68.15	November		28.29
December		17.65	December		31.35	December		30.59	December		73.46	December		24.44

A-6

NOBLE CORPORATION (NE)

Noble Corporation is a provider of diversified services for the oil and gas industry. Noble performs contract-drilling services through its offshore drilling units located in various markets throughout the world. The company also provides labor contract drilling services, well site and project management services and engineering services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		18.32	January		26.34	January		39.71	January		37.00	January		43.13	January		27.15
February		20.04	February		28.18	February		36.49	February		34.67	February		48.53	February		24.59
March		18.97	March		27.75	March		40.04	March		38.85	March		49.05
April		18.35	April		25.13	April		38.97	April		41.58	April		56.28
May		17.01	May		27.95	May		34.33	May		45.61	May		63.14
June		18.71	June		30.37	June		36.74	June		48.15	June		64.96
July		19.12	July		33.17	July		35.42	July		50.59	July		51.87
August		19.86	August		35.20	August		32.28	August		48.44	August		50.29
September		22.19	September		33.80	September		31.69	September		48.43	September		43.90
October		22.55	October		31.79	October		34.61	October		52.28	October		32.21
November		23.92	November		35.58	November		38.14	November		51.47	November		26.79
December		24.56	December		34.83	December		37.60	December		55.80	December		22.09

ROWAN COMPANIES, INC. (RDC)

Rowan Companies, Inc. provides international and domestic contract drilling. The Company also operates a mini-steel mill, a manufacturing facility that produces heavy equipment and a drilling products group designs and builds mobile offshore jack-up drilling rigs. Rowan provides its contract drilling services primarily in the Gulf of Mexico, the Middle East, the North Sea, Trinidad, eastern Canada, Texas and Louisiana. Rowan’s mini-steel mill recycles scrap and produces steel plate, and its manufacturing operation produces heavy equipment for the mining, timber and transportation industries. In addition, the company offers component manufacturing, rig repair, and design engineering services; designs and manufactures mud pumps; develops drilling systems components, such as drawworks, rotary tables, and top drives; and designs and manufactures variable speed AC motors frequency drive systems and other electrical components for the oil and gas, marine, mining, and dredging industries.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		22.40	January		27.57	January		44.57	January		32.89	January		34.04	January		12.66
February		23.01	February		31.28	February		40.25	February		30.61	February		40.31	February		12.11
March		20.65	March		29.55	March		43.96	March		32.47	March		41.18
April		21.83	April		26.19	April		44.33	April		36.64	April		38.99
May		21.52	May		27.15	May		39.82	May		39.48	May		44.15
June		23.82	June		29.33	June		35.59	June		40.98	June		46.75
July		23.91	July		33.73	July		33.87	July		42.19	July		39.80
August		23.81	August		36.98	August		34.20	August		37.54	August		36.94
September		25.85	September		35.28	September		31.63	September		36.58	September		30.55
October		25.00	October		32.80	October		33.38	October		38.98	October		18.14
November		25.36	November		35.67	November		36.02	November		35.40	November		17.35
December		25.36	December		35.43	December		33.20	December		39.46	December		15.90

A-7

SCHLUMBERGER LIMITED (SLB)

Schlumberger Limited, an oilfield services company, supplies technology, project management and information solutions to oil and gas industry in the United States and internationally. The company operates in two segments, Schlumberger Oilfield Services and WesternGeco. The Schlumberger Oilfield Services segment supplies a range of technology services and solutions to the international petroleum industry. This segment provides exploration and production services required during the life of an oil and gas reservoir. The WesternGeco segment provides reservoir imaging, monitoring and development services.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		30.59	January		34.02	January		63.73	January		63.49	January		75.40	January		40.81
February		32.25	February		37.73	February		57.50	February		62.80	February		86.45	February		38.06
March		31.93	March		35.24	March		63.29	March		69.10	March		87.00
April		29.27	April		34.21	April		69.14	April		73.83	April		100.55
May		28.59	May		34.19	May		65.57	May		77.87	May		101.13
June		31.76	June		37.97	June		65.11	June		84.94	June		107.43
July		32.16	July		41.87	July		66.85	July		94.72	July		101.60
August		30.90	August		43.12	August		61.30	August		96.50	August		94.22
September		33.66	September		42.19	September		62.03	September		105.00	September		78.09
October		31.47	October		45.39	October		63.08	October		96.57	October		51.65
November		32.82	November		47.87	November		68.48	November		93.45	November		50.74
December		33.48	December		48.58	December		63.16	December		98.37	December		42.33

SMITH INTERNATIONAL, INC. (SII)

Smith International, Inc. provides products and services to the oil and gas exploration and production industry worldwide. The company operates through two segments, Oilfield and Distribution. The Oilfield segment offers products and engineering services, including drilling and completion fluid systems, solids-control and separation equipment, waste-management services, and oilfield production chemicals; three-cone drill bits, diamond drill bits, and turbine products; and tubulars, fishing services, drilling tools, underreamers, casing exit and multilateral systems, packers, and liner hangers for drilling, workover, well completion, and well re-entry operations. The Distribution segment markets pipe, valves, and fittings, as well as mill, safety, and other maintenance products to the energy, refining, petrochemical, power generation, and mining industries through a network of supply branches, service centers, and sales offices. This segment also provides warehouse management, vendor integration, and various surplus and inventory management services, as well as distributes maintenance, repair, and operating supplies and equipment; and line pipe and automated valve products, including valve, actuator, and control packages.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		24.23	January		29.60	January		45.00	January		39.68	January		54.08	January		22.70
February		25.34	February		32.13	February		38.73	February		41.00	February		63.03	February		21.48
March		26.76	March		31.37	March		38.96	March		48.05	March		64.23
April		27.38	April		29.09	April		42.23	April		52.44	April		76.51
May		24.97	May		29.38	May		40.96	May		55.51	May		78.92
June		27.88	June		31.85	June		44.47	June		58.64	June		83.14
July		29.14	July		33.97	July		44.57	July		61.41	July		74.38
August		28.49	August		34.74	August		41.97	August		67.01	August		69.70
September		30.37	September		33.31	September		38.80	September		71.40	September		58.64
October		29.04	October		32.40	October		39.48	October		66.05	October		34.48
November		30.29	November		37.79	November		42.36	November		62.72	November		29.24
December		27.21	December		37.11	December		41.07	December		73.85	December		22.89

A-8

TIDEWATER INC. (TDW)

Tidewater Inc. provides services and equipment to the offshore energy industry through its offshore service vessels. Tidewater provides services supporting all phases of offshore exploration, development and production including: towing of and anchor-handling of mobile drilling rigs and equipment, transporting supplies and personnel necessary to sustain drilling, workover and production activities, assisting in offshore construction activities, and a variety of specialized services including pipe laying, cable laying and 3-D seismic work. The company primarily operates in the U.S. Gulf of Mexico, the Persian Gulf, the Caspian Sea, and areas offshore Australia, Brazil, Egypt, India, Indonesia, Malaysia, Mexico, Trinidad, Venezuela, and West Africa.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		32.05	January		38.76	January		58.42	January		51.57	January		52.96	January		41.61
February		33.23	February		41.27	February		52.25	February		51.97	February		56.15	February		35.32
March		28.13	March		38.86	March		55.23	March		58.58	March		55.11
April		28.21	April		34.47	April		58.24	April		63.21	April		65.22
May		27.64	May		34.60	May		50.72	May		66.00	May		68.33
June		29.80	June		38.12	June		49.20	June		70.88	June		65.03
July		30.35	July		40.37	July		47.71	July		68.42	July		59.94
August		29.18	August		44.54	August		47.61	August		65.45	August		60.67
September		32.55	September		48.67	September		44.19	September		62.84	September		55.36
October		30.93	October		45.96	October		49.73	October		54.67	October		43.61
November		33.93	November		45.20	November		55.33	November		48.89	November		39.48
December		35.61	December		44.46	December		48.36	December		54.86	December		40.27

TRANSOCEAN INC. (RIG)

Transocean Inc. provides offshore contract drilling services for oil and gas wells. The company contracts drilling rigs, related equipment, and work crews primarily on dayrate basis to drill oil and gas wells with a focus on deepwater and harsh environment drilling services. As of February 2, 2007, the company owned and operated 82 mobile offshore and barge drilling units, including 33 high-specification semisubmersibles and drillships, 20 floaters, 25 jackup rigs, and 4 other rigs. The company also provides other integrated services. Transocean primarily operates in the Far East, India, U.S. Gulf of Mexico, United Kingdom, Nigeria, the Mediterranean and Middle East, Brazil, Norway, other West African countries, Australia, Canada, the Caspian Sea, and Venezuela.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		28.68	January		46.84	January		86.38	January		82.36	January		122.25	January		54.62
February		31.38	February		51.61	February		78.96	February		81.56	February		140.51	February		59.77
March		29.69	March		54.78	March		85.48	March		86.97	March		135.20
April		29.56	April		49.36	April		86.30	April		91.76	April		147.46
May		28.45	May		53.02	May		86.62	May		104.58	May		150.19
June		30.81	June		57.45	June		85.50	June		112.82	June		152.39
July		30.23	July		60.07	July		82.21	July		114.38	July		136.03
August		32.68	August		62.85	August		71.06	August		111.87	August		127.20
September		38.09	September		65.26	September		77.95	September		120.34	September		109.84
October		37.52	October		61.20	October		77.22	October		127.07	October		82.33
November		42.87	November		67.96	November		82.98	November		137.29	November		66.88
December		45.12	December		74.19	December		86.11	December		143.15	December		47.25

A-9

WEATHERFORD INTERNATIONAL, LTD. (WFT)

Weatherford International, Ltd. provides equipment and services used for the drilling, completion, and production of oil and natural gas wells in the United States. The company operates through four divisions: Evaluation, Drilling & Intervention Services; Completion & Production Systems; Precision Drilling International; and Pipeline & Specialty Services. The Evaluation, Drilling & Intervention Services division provides a range of oilfield products and services, including drilling services and equipment; cased hole and open hole wireline services; well construction and installation services; cementing products and equipment; underbalanced systems; fishing and intervention services; liner systems; and expandable solid tubular systems. The Completion & Production Systems division designs, manufactures, sells, and services a line of artificial lift equipment, including progressing cavity pumps, reciprocating rod lift systems, gas lift systems, and electrical submersible pumps. The Precision Drilling International division provides light, medium, and heavy duty land drilling rigs; drilling and maintenance crews and supervisory personnel; and camp and catering services. The Pipeline & Specialty Services division provides pipeline services. The company serves oil and natural gas exploration and production industry.

2004	Closing Price		2005	Closing Price		2006	Closing Price		2007	Closing Price		2008	Closing Price		2009	Closing Price
January		10.08	January		13.57	January		22.39	January		20.19	January		30.87	January		11.03
February		11.20	February		14.90	February		21.56	February		20.05	February		34.46	February		10.67
March		10.51	March		14.49	March		22.88	March		22.55	March		36.24
April		10.87	April		13.04	April		26.47	April		26.25	April		40.34
May		10.38	May		13.14	May		26.02	May		27.17	May		45.63
June		11.25	June		14.50	June		24.81	June		27.62	June		49.59
July		11.70	July		15.82	July		23.42	July		27.67	July		37.73
August		11.59	August		16.93	August		21.50	August		29.19	August		38.58
September		12.76	September		17.17	September		20.86	September		33.59	September		25.14
October		13.07	October		15.65	October		20.54	October		32.46	October		16.88
November		13.35	November		17.38	November		22.46	November		31.31	November		12.77
December		12.83	December		18.10	December		20.90	December		34.30	December		10.82

A-10

1,000,000,000 Depositary Receipts

Oil Service 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.

(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.

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(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 SEC 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. 7 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. 7 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
Candace E. Browning


*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 and Amendment No. 2 to the Standard Terms for Depositary Trust Agreements, dated as of November 22, 2000, filed on January 5, 2001 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Oil Service HOLDRS.

*5.1		Opinion of Shearman & Sterling LLP regarding the validity of the Oil Service HOLDRS Receipts, filed on January 5, 2001 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Oil Service HOLDRS.

*8.1		Opinion of Shearman & Sterling LLP, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on January 5, 2001 as an exhibit to Amendment No. 1 to the registration statement filed on Form S-1 for Oil Service HOLDRS.

*8.2		Opinion of Shearman & Sterling LLP, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on July 9, 2003 as an exhibit to Amendment No. 3 to the registration statement filed on Form S-1 for Oil Service HOLDRS.

*24.1		Power of Attorney (included in Part II of Registration Statement), filed on December 15, 2000 as an exhibit to the registration statement filed on Form S-1 for Oil Service HOLDRS.

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

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

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

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

24.6		Power of Attorney of Daniel C. Sontag.

24.7		Power of Attorney of Thomas K. Montag.

__________________

* Previously filed.

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Signature		Title



/s/ Daniel C. Sontag		Director and Executive Vice President
Name: Daniel C. Sontag

Signature		Title



/s/ Thomas K. Montag		Director and Executive Vice President
Name: Thomas K. Montag