UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): ~~June~~December 3015, ~~2008~~ 2009

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Internet HOLDRS (SM) Trust

[Issuer with respect to the receipts]

DELAWARE (State or other jurisdiction of incorporation) 001-15327 Commission File Number 13-5674085 (I.R.S. ~~EmployerIdentification~~Employer Identification No.)

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250 Vesey Street

New York, New York 10281

(Address of principal executive offices and zip code)

(212) 449-1000

(Registrant’'s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

~~Effective~~As a ~~July~~result 1,of ~~2008,~~the ~~pursuant~~spin-off toof ~~the~~AOL ~~merger~~Inc. offrom ~~CNET~~Time ~~Networks,~~Warner Inc., ~~and~~a ~~CBS~~constituent ~~Corporation,~~of the ~~CNET~~Internet ~~Networks~~HOLDRS Trust, AOL Inc. will nobe ~~longer~~added beas an underlying ~~constituent~~security of the ~~Internet~~ Internet HOLDRS Trust effective December 15, 2009. ~~For~~Shareholders ~~the~~of Time 4Warner Inc. will receive 0.0909 shares of ~~CNET~~AOL ~~Networks,~~ Inc. ~~per~~for ~~100~~each share ~~round~~ ~~lot~~ of ~~Internet~~Time Warner ~~HOLDRS,~~ Inc. The Bank of New York Mellon will receive ~~$46~~ 1.~~00. The~~2727 ~~Bank~~shares of AOL ~~New~~Inc. ~~York~~for ~~Mellon~~the ~~will~~14 ~~distribute~~shares ~~cash~~of atTime aWarner ~~rate of $0~~Inc.46 per ~~depositary~~100 share ofround-lot of Internet HOLDRS. Effective ~~The~~December ~~record~~15, ~~date~~2009, ~~for~~1.2727 ~~the distribution~~shares isof ~~July~~AOL Inc. ~~10,~~will ~~2008~~be ~~and~~required ~~the~~for ~~payable~~creations/cancellations ~~date~~per is100 ~~July~~share ~~28,~~round-lot of ~~2008~~Internet HOLDRS.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

99.1 Internet HOLDRS Trust Prospectus Supplement dated ~~June~~December 3015, ~~2008~~2009 to Prospectus dated ~~August~~March 1511, ~~2007~~2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERRILL LYNCH, PIERCE, FENNER & SMITH
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
	INCORPORATED
Date: December 15, 2009	By:	/s/ Ninon B. Marapachi
Date: August 11, 2008	By:	/s/	Satyanarayan R. Chada
	Name:	Ninon B. Marapachi
	Name:	Satyanarayan R. Chada
	Title:	Director
	Title:	Managing Director

EXHIBIT INDEX

Number and Description of Exhibit

(99.1) Internet HOLDRS Trust Prospectus Supplement dated ~~June~~December 3015, ~~2008~~2009 to Prospectus dated ~~August~~March 1511, ~~2007~~2009.

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