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

______________

Date of Report (Date of earliest event reported): ~~September~~October 3025, 2011

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Initial Depositor

(Exact name of Registrant as specified in its charter)

Telecom HOLDRS (SM) Trust

[Issuer with respect to the receipts]

DELAWARE

(State or other jurisdiction of

incorporation)

001-15651

Commission File Number

13-5674085

(I.R.S. Employer

Identification No.)

______________

One Bryant Park

New York, New York 10036

(Address of principal executive offices and zip code)

(212) 449-1000

(Registrant’s telephone number, including area code)

______________

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.):

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

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

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

¨ 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 October 20, 2011, the 1-for-15 reverse stock split of Level 3 Communications, Inc., ~~Filing~~an underlying constituent of ~~Exchange~~the ~~Offer~~Telecom ~~Documents~~HOLDRS ~~Related~~Trust, became effective. The quantity of shares of Level 3 Communications, Inc. represented by each 100 share round-lot of Telecom HOLDRS will decrease from 3 shares to ~~Subject~~0.2 shares. As a result, once the split has been effected by the Depository Trust Company, deposits of Level 3 Communications, Inc. for creations of Telecom HOLDRS will decrease from 3 shares to 0.2 shares per round-lot of 100 Telecom HOLDRS. Also effective October 20, 2011, Level 3 Communications, Inc. will trade on the New York Stock Exchange and the CUSIP will change from 52729N100 to 52729N308. The ticker of Level 3 Communications, Inc. will remain the same.

OnItem ~~September~~9.01. ~~30,~~Financial ~~2011,~~Statements ~~Market Vectors ETF Trust, an affiliate of Van Eck Associates Corporation (“Van Eck”), filed with the Securities~~ and Exchange Commission (the “SEC”) documents in anticipation of commencing exchange offers (the “Exchange Offers”) for the HOLding company Depositary ReceiptS (“HOLDRS”) issued by each of the Biotech HOLDRS Trust, Oil Service HOLDRS Trust, Pharmaceutical HOLDRS Trust, Regional Bank HOLDRS Trust, Retail HOLDRS Trust and Semiconductor HOLDRS Trust (collectively, the “Subject HOLDRS Trusts,” and the HOLDRS of these Subject HOLDRS Trusts, the “Subject HOLDRS”). The Exchange Offers, once commenced, will allow participating investors the opportunity to exchange their Subject HOLDRS for shares of new Market Vectors ETFs sponsored by Van Eck.Exhibits

~~As disclosed in our Form 8-K dated August 11, 2011, the Exchange Offers will be made pursuant to the Asset Purchase Agreement dated August 11, 2011 between Merrill Lynch & Co., Inc.~~ (“Merrill Lynch”) and Van Eck (the “Agreement”), pursuant to which Merrill Lynch will sell or license to Van Eck its right, title and interest to certain registered intellectual property, unregistered trade marks and copyrights, data, software and certain other materials that relate to the rights of Merrill Lynch relating to HOLDRS. The Exchange Offers are expected to commence in the fourth quarter of 2011 and will be made pursuant to registration statements filed with the SEC. A Solicitation/Recommendation Statement will also be filed pursuant to Section 14(d)~~(4)~~ of the Securities Exchange Act of 1934, as amended, for each of the Subject HOLDRS Trusts. The Bank of New York Mellon (the “Trustee”) has advised that it intends to waive its cancellation fee with respect to Subject HOLDRS that are tendered in the Exchange Offers and accepted for exchange, but not with respect to any other Subject HOLDRS or any non-Subject HOLDRS. The Trustee may charge a fee of up to $0.10 per HOLDR for surrender and cancellation of all HOLDRS to which such fee waiver does not apply.Exhibits

~~For~~99.1 ~~additional~~Telecom ~~information~~HOLDRS ~~about~~Trust ~~the~~Prospectus ~~Exchange~~Supplement ~~Offers~~dated October 25, ~~please~~2011 ~~see:~~to ~~vaneck~~Prospectus dated March 15, 2011.~~com/holdrs.~~

Investors in the Subject HOLDRS who wish to participate in the applicable Exchange Offer should obtain copies of the applicable Exchange Offer materials, when available, from:

The Exchange Agent for the Exchange Offers:	The Information Agent for the Exchange Offers:
The Bank of New York Mellon, acting through BNY Mellon Shareowner Services	D.F. King & Co., Inc.
480 Washington Boulevard, 27th Floor	48 Wall Street, 22nd Floor
Jersey City, NJ 07310	New York, NY 10005
1-866-300-4353 (Toll Free)	1-800-290-6424 (Toll Free) 1-212-269-5550 (Collect)
	Email: marketvectorsetf@dfking.com

2. Expected Consequences for all HOLDRS, Even Those Not Subject to the Exchange Offers

As disclosed in our Form 8-K dated August 11, 2011, if Van Eck accepts for exchange any of the Subject HOLDRS tendered in the Exchange Offers, it is expected that as of the close of trading on the NYSE Arca on the day on which the Exchange Offers expire, all HOLDRS issued by the HOLDRS Trusts that trade on the NYSE Arca will cease to trade on either the NYSE Arca or any other national securities exchange. Thereafter, the HOLDRS will no longer use any HOLDRS Trusts ticker symbol and may terminate and liquidate in accordance with the terms of their applicable depositary trust agreement.

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 INCORPORATED, in its capacity as Initial Depositor
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Date: September 30, 2011	By:	/s/ Liam B. O’Neil
Date: October 25, 2011	By:	/s/ Liam B. O’Neil
	Name:	~~Name:~~Liam B. O’Neil	~~Liam B. O’Neil~~
	Title:	~~Title:~~Managing Director	~~Managing Director~~

EXHIBIT INDEX

Number and Description of Exhibit

(99.1)

Telecom HOLDRS Trust Prospectus Supplement dated October 25, 2011 to Prospectus dated March 15, 2011.

Filing Compare · TELECOM HOLDRS TRUST