EQUITY SECURITIES TRUST SERIES 6, 497, 1995-11-17

EQUITY SECURITIES TRUST SERIES 6
497, 1995-11-17

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<PAGE>
Rule No. 497(b)
Registration No. 33-62627

[GABELLI LOGO]

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GABELLI ENTERTAINMENT AND MEDIA TRUST

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EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST

The Trust is a unit investment trust designated Equity Securities Trust, Series
6, Signature Series, Gabelli Entertainment and Media Trust ('Media Trust' or
'Trust'). The Sponsor is Reich & Tang Distributors L.P. The primary objective of
the Media Trust is to seek to achieve capital appreciation. The secondary
objectives of the Trust are to seek current income and growth in income with the
growth in capital. Neither the Sponsor nor the Portfolio Consultant can give
assurance that the Trust's objectives can be achieved. The Trust contains an
underlying portfolio of equity securities consisting primarily of common stock,
preferred stock, American Depositary Receipts ('ADRs') and contracts and funds
for the purchase of such securities (collectively, the 'Securities'), which have
been purchased by the Trust based upon the recommendations of the portfolio
consultant, Gabelli Funds, Inc. (the 'Portfolio Consultant'). The Trust is
concentrated in the equity securities of entertainment and media companies
located both within and outside the United States. The Trust is also
concentrated in the equity securities of the communications industry. Due to the
overlap in the business lines of companies in the media, entertainment and
communications industries, these industries are generally considered to be
related. There are certain risks inherent in an investment in common stock,
preferred stock and ADRs of companies in the entertainment, media and
communications industries. See 'Risk Considerations' in Part A and Part B of
this prospectus. The Trust will terminate approximately three years after the
initial Date of Deposit.

Minimum Purchase: 100 Units

This Prospectus consists of two parts. Part A contains the Summary of Essential
Information including descriptive material relating to the Trust, and the
Statement of Condition of the Trust. Part B contains general information about
the Trust. Part A may not be distributed unless accompanied by Part B.

Please read and retain both parts of this Prospectus for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTUS PART A DATED NOVEMBER 16, 1995

<PAGE>
EQUITY SECURITIES TRUST, SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 15, 1995*

<TABLE>
<S> <C>
DATE OF DEPOSIT: November 16, 1995
AGGREGATE VALUE OF SECURITIES**........... $199,952
AGGREGATE VALUE OF SECURITIES
PER 100 UNITS........................... $961.00
NUMBER OF UNITS........................... 20,806
FRACTIONAL UNDIVIDED INTEREST IN TRUST.... 1/20,806
PUBLIC OFFERING PRICE+
Aggregate Value of Securities in
Trust**............................... $199,952
Divided By 20,806 Units (times 100)..... $961.00
Plus Sales Charge of 3.9% of Public
Offering Price per 100 units.......... $39.00
Public Offering Price per
100 Units+++.......................... $1,000.00
SPONSOR'S REPURCHASE PRICE AND REDEMPTION
PRICE PER 100 UNITS++++................. $961.00
EXCESS OF PUBLIC OFFERING PRICE OVER
REDEMPTION PRICE PER 100 UNITS.......... $39.00
EVALUATION TIME: 4:00 p.m. New York Time.
MINIMUM PRINCIPAL DISTRIBUTION:
$l.00 per 100 Units
LIQUIDATION PERIOD: Beginning 60 days prior to the
Mandatory Termination Date.
</TABLE>

MINIMUM VALUE OF TRUST: The Trust may be terminated if
the value of the Trust is less than 40% of the
aggregate value of the Securities at the completion of
the Deposit Period.
MANDATORY TERMINATION DATE: The earlier of January 15,
1999 or the disposition of the last Security in the
Trust.
TRUSTEE: Chase Manhattan Bank, N.A.

TRUSTEE'S ANNUAL FEE: $.83 per 100 Units outstanding.
ESTIMATED ANNUAL ORGANIZATIONAL EXPENSES***: $.17 per
100 units
ESTIMATED OFFERING COSTS ***: $.19 per 100 units
PORTFOLIO CONSULTANT: Gabelli Funds, Inc.
OTHER ANNUAL FEES AND EXPENSES: $.09 per 100 Units
outstanding.
SPONSOR: Reich & Tang Distributors L.P.
SPONSOR'S ANNUAL SUPERVISORY FEE: Maximum of $.25 per
100 Units outstanding (see 'Trust Expenses and
Charges' in Part B).
RECORD DATE++: 1ST DAY OF THE LAST MONTH OF EACH
QUARTER.
DIVIDEND DISTRIBUTION DATE++: 15TH DAY OF THE LAST MONTH
OF EACH QUARTER.

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* The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
** Includes accrued income receivable.
*** Although historically the sponsors of unit investment trusts ('UITs') have
paid all the costs of establishing such UITs, this Trust (and therefore the
Certificateholders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents; and the
initial audit of the Trust. Total organizational expenses will be amortized over
the life of the Trust. Offering costs, including the costs of registering
securities with the Securities and Exchange Commission and the states, will be
amortized over the term of the initial offering period, which may be between 30
and 90 days. See 'Trust Expenses' in Part B.
+ Per 100 units.
++ The first dividend distribution will be made on March 15, 1996 (the 'First
Distribution Date') to all Certificateholders of record on March 1, 1996 (the
'First Record Date'). The regular quarterly payment will begin on June 15, 1996.
+++ On the initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included in
the Public Offering Price a pro rata share of any cash in such Accounts.
++++ Any redemptions of over 2,500 units may, upon request by a redeeming
Certificateholder to the Trustee, be made in kind. The Trustee will forward the
distributed securities to the Certificateholder's bank or broker-dealer account
at The Depository Trust Company in book-entry form. See 'Liquidity--Trustee
Redemption' in Part B.

DESCRIPTION OF PORTFOLIO

Number of Issues: 58 (58 issuers)
Domestic Issuers: 45 (79.56% at the initial aggregate value of securities)
Foreign Issuers: 13 (20.44% of the initial aggregate value of securities)
(NYSE 61.48%; AMEX 7.94%; Over the Counter 30.58%)

Common Stocks 84.54%;

ADRs 15.46%

Percent of Issues by Industry:

Broadcasting (6.98%)

Cable (9.37%)
Other Media (15.96%)
Publishing/Entertainment (35.20%)
Telecommunications (32.49%)
Percentage of Portfolio by Country of Organization or Principal Place of
Business of Issuers:

Bermuda 1.50% Mexico 3.53%
Brazil 1.99% Netherlands .99%
Hong Kong 1.51% Spain 1.50%
Japan 2.98% United Kingdom 4.45%
Luxembourg 1.99% United States 79.56%

A-2

<PAGE>
THE TRUST

The Trust is a unit investment trust designated Equity Securities Trust, Series
6, Signature Series, Gabelli Entertainment and Media Trust ('Media Trust' or
'Trust'). The Sponsor is Reich & Tang Distributors L.P. The primary objective of
the Media Trust is to seek to achieve capital appreciation. The secondary
objectives of the Trust are to seek current income and growth in income with the
growth in capital. Neither the Sponsor nor the Portfolio Consultant can give
assurance that the Trust's objectives can be achieved. The Trust contains an
underlying portfolio of equity securities consisting primarily of common stock,
preferred stock, American Depositary Receipts ('ADRs') and contracts and funds
for the purchase of such securities (collectively, the 'Securities'), which have
been purchased by the Trust based upon the recommendations of the portfolio
consultant, Gabelli Funds, Inc. (the 'Portfolio Consultant'). In selecting
Securities for the Trust, the Portfolio Consultant normally will consider the
following factors, among others: (1) the Portfolio Consultant's own evaluations
of the private market value of the underlying assets and business of the issuers
of the Securities; (2) the potential for capital appreciation for the
Securities; (3) the prices of the Securities relative to other comparable
securities; (4) the interest or dividend income generated by the Securities; (5)
the management quality of the issuers of the Securities; (6) the diversification
of the Trust's portfolio as to issuers' product type and geographic focus; and
(7) whether the Securities are entitled to the benefits of sinking funds or
other protective conditions. The Trust is concentrated in the equity securities
of entertainment, media and communications companies located both within and
outside the United States. All of the Securities which are issued by foreign
issuers are in the form of ADRs or are listed on a U.S. stock exchange or the
National Market Quotation System. There are certain risks inherent in an
investment in a portfolio of domestic common stocks, preferred stock and ADRs of
companies in the entertainment, media and communications industries. See 'Risk
Considerations' in this Part A and in Part B. The Trust will terminate three

years after the initial Date of Deposit. Upon termination, Certificateholders
may elect to receive their terminating distributions in cash, in the form of
in-kind distributions of the Trust's Securities or may utilize their terminating
distributions to purchase units of a future series of the Trust at a reduced
sales charge. See 'Termination' in this Part A and 'Trust Administration--Trust
Termination' in Part B. No issues have been deposited in the Trust and 58 issues
are represented by the Sponsor's contracts to purchase, which are expected to
settle on or about November 20, 1995.

With the deposit of the Securities in the Trust on the initial Date of Deposit,
the Sponsor established a proportionate relationship among the aggregate value
of the specified Securities in the Trust. During the 90 days subsequent to the
initial Date of Deposit, the Sponsor may, but is not obligated to, deposit from
time to time additional Securities in the Trust ('Additional Securities'),
contracts to purchase Additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase Additional Securities,
maintaining to the extent practicable the original proportionate relationship of
the number of shares of each Security in the Trust portfolio, thereby creating
additional Units which will be offered to the public by means of this
Prospectus. These additional Units will each represent, to the extent
practicable, an undivided interest in the same number and type of securities of
identical issuers as are represented by Units issued on the initial Date of
Deposit. It may not be possible to maintain the exact original proportionate
relationship among the number of shares of Securities in the Trust portfolio on
the initial Date of Deposit with the deposit of Additional Securities because
of, among other reasons, purchase requirements, changes in prices, or the
unavailability of Securities. Deposits of Additional Securities in the Trust
subsequent to the 90-day period following the initial Date of Deposit (the
'Deposit

A-3
<PAGE>

Period') must replicate exactly the proportionate relationship among the number
of shares of Securities in the Trust portfolio at the end of the initial 90-day
period. The number and identity of Securities in the Trust will be adjusted to
reflect the disposition of Securities and/or the receipt of a stock dividend, a
stock split or other distribution with respect to such Securities. Securities

received in exchange for shares will be similarly treated. The portfolio of the
Trust may change slightly based on such disposition and reinvestment. Substitute
Securities may be acquired under specified conditions when Securities originally
deposited in the Trust are unavailable (see 'The Trust--Substitution of
Securities' in Part B). As additional Units are issued by the Trust as a result
of the deposit of Additional Securities, the aggregate value of the Securities
in the Trust will be increased and the fractional undivided interest in the
Trust represented by each unit will be decreased. As of the Date of Deposit,
Units in the Trust represent an undivided interest in the principal and net
income of the Trust in the ratio of one hundred Units for the indicated initial
aggregate value of Securities in the Trust on the initial Date of Deposit as is
set forth in the Summary of Essential Information (See 'The Trust--Organization'
in Part B) (For the specific number of Units in the Trust as of the initial Date
of Deposit, see 'Summary of Essential Information' in this Part A).

The Sponsor does not make a primary over-the-counter market in any of the
securities in the Trust portfolio.

RISK CONSIDERATIONS

An investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in the Securities including: (i) for common and
preferred stocks, the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock market
may worsen (both of which may contribute directly to a decrease in the value of
the Securities and thus in the value of the Units); and (ii) for ADRs, the risks
associated with government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. (See 'Risk Considerations' in Part B of
this Prospectus.) The portfolio of the Trust is fixed and not 'managed' by the
Sponsor or the Portfolio Consultant. All the Securities in the Trust are
liquidated during a 60 day period at the termination of the three year life of
the Trust. Since the Trust will not sell Securities in response to ordinary
market fluctuation, but only at the Trust's termination or to meet redemptions,
the amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trust.

The mandatory termination date of the Trust is approximately three years and 60
days from the initial Date of Deposit. It is the present intention of the
Sponsor to select Securities for the Trust that will achieve growth of capital
during the life of the Trust.

In connection with the deposit of Additional Securities subsequent to the
initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of a
Security increases or decreases between the deposit and the time the Security is

purchased, Units may represent less or more of that Security and more or less of
the other Securities in the Trust. In addition, brokerage fees incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trust. Price fluctuations during the period
from the time of deposit to the time the Securities are purchased, and payment
of brokerage fees, will affect the value of every Certificateholder's Units and
the income per Unit received by the Trust. (See 'The Trust--Risk Considerations'
in Part B of this Prospectus.)

The Sponsor cannot give any assurance that the business and investment
objectives of the issuers of the Securities will correspond with or in any way
meet the limited term objectives of the Trust. (See 'Risk Considerations' in
Part B).

PUBLIC OFFERING PRICE

The Public Offering Price per 100 Units of the Trust is equal to the aggregate
value of the underlying Securities (the price at which they could be directly
purchased by the public assuming they were available) in the Trust divided by
the number of Units outstanding times 100 plus a sales charge of 3.9% of the
Public Offering Price

A-4
<PAGE>

per 100 Units or 4.058% of the net amount invested in Securities per 100 Units.
(See 'Summary of Essential Information.') Any cash held by the Trust will be
added to the Public Offering Price. For additional information regarding the
Public Offering Price, the descriptions of dividend and principal distributions,
repurchase and redemption of Units and other essential information regarding the
Trust, see the Summary of Essential Information for the Trust. During the
initial offering period orders involving at least 10,000 Units will be entitled
to a volume discount from the Public Offering Price. The Public Offering Price
per Unit may vary on a daily basis in accordance with fluctuations in the
aggregate value of the underlying Securities. (See 'Public Offering' in Part B.)
The figures above assume a purchase of 100 Units. The price of a single Unit, or
any multiple thereof, is calculated by dividing the Public Offering Price per
100 Units by 100 and multiplying by the number of Units.

DISTRIBUTIONS

Distributions of dividends received, less expenses, will be made by the Trust
quarterly. The first dividend distributions will be made on the First
Distribution Date to all Certificateholders of record on the First Record Date
and thereafter distributions will be made quarterly on the l5th day of the last
month of each quarter (the 'Quarterly Distribution Date'). (See 'Rights of
Certificateholders--Distributions' in Part B. For the specific dates
representing the First Distribution Date and the First Record Date, see 'Summary
of Essential Information.')

MARKET FOR UNITS

The Sponsor, although not obligated to do so, intends to maintain a secondary
market for the Units of the Trust after the initial public offering has been
completed. The secondary market repurchase price will be based on the market
value of the Securities in the Trust portfolio. (See 'Liquidity--Sponsor
Repurchase' for a description on how the secondary market repurchase price will
be determined.) If a market is not maintained a Certificateholder will be able
to redeem his Units with the Trustee. (See 'Liquidity--Trustee Redemption' in
Part B.) Some of the Securities in the Trust portfolio have been purchased in
ADR form in United States dollars. However, ADRs are not necessarily listed on a
national securities exchange. The principal trading market for certain other
Securities may be in the over-the-counter market. As a result, the existence of
a liquid trading market for these Securities may depend on whether dealers will
make a market in these Securities. There can be no assurance of the making or
the maintenance of a market for any of the Securities contained in the Trust
portfolio or of the liquidity of the Securities in any markets made. In
addition, the Trust may be restricted under the Investment Company Act of 1940
from selling Securities to the Sponsor. The price at which the Securities may be
sold to meet redemptions and the value of the Units will be adversely affected
if trading markets for the Securities are limited or absent.

TOTAL REINVESTMENT PLAN

Distributions from the Trust are made to Certificateholders monthly. The
Certificateholder has the option, however, of either receiving his dividend
check, together with any principal payments, from the Trustee or participating
in a reinvestment program offered by the Sponsor in shares of The Treasurer's
Fund, U.S. Treasury Money Market Portfolio (the 'Fund'). Gabelli-O'Connor Fixed
Income Mutual Funds Management Co. serves as the investment adviser of the Fund
and GOC Fund Distributors, Inc. serves as distributor for the Fund.
Participation in the reinvestment option is conditioned on the Fund's lawful
qualification for sale in the state in which the Certificateholder is a
resident. The Plan is not designed to be a complete investment program. See
'Total Reinvestment Plan' in Part B for details on how to enroll in the Total
Reinvestment Plan and how to obtain a Fund prospectus.

A-5
<PAGE>
TERMINATION

During the 60 day period prior to the Mandatory Termination Date (the
'Liquidation Period'), Securities will begin to be sold in connection with the
termination of the Trust and all Securities will be sold by the Mandatory
Termination Date. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. The Sponsor will
receive brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. The Sponsor will determine the manner, timing
and execution of the sales of the underlying Securities. Certificateholders may
elect one of the three options in receiving their terminating distributions.
Certificateholders may elect: (1) to receive their pro rata share of the

underlying Securities in kind, if they own at least 2,500 units, (2) to receive
cash upon the liquidation of their pro rata share of the underlying Securities
or (3) subject to the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest the amount of cash they
would have received upon the liquidation of their pro rata share of the
underlying Securities in units of a future series of the Trust (if one is
offered) at a reduced sales charge. See 'Trust Administration--Trust
Termination' in Part B for a description of how to select a termination
distribution option.

The Sponsor will attempt to sell the Securities as quickly as it can during the
Liquidation Period without, in its judgment, materially adversely affecting the
market price of the Securities, but all of the Securities will in any event be
disposed of by the end of the Liquidation Period. The Sponsor does not
anticipate that the period will be longer than 60 days, and it could be as short
as one day, depending on the liquidity of the Securities being sold. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.

It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities: for highly liquid Securities,
the Sponsor will generally sell Securities on the first day of the Liquidation
Period; for less liquid Securities, on each of the first two days of the
Liquidation Period, the Sponsor will generally sell any amount of any underlying
Securities at a price no less than 1/2 of one point under the last closing sale
price of those Securities. On each of the following two days, the price limit
will increase to one point under the last closing sale price. After four days,
the Sponsor intends to sell at least a fraction of the remaining underlying
Securities, the numerator of which is one and the denominator of which is the
total number of days remaining (including that day) in the Liquidation Period,
without any price restrictions.

During the Liquidation Period, Certificateholders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in as
short a period as they can without materially adversely affecting the price of
the Securities. Certificateholders should consult their own tax advisers in this
regard.

A-6

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Certificateholders,
Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust;

We have audited the accompanying Statement of Condition and Portfolio (the
'financial statements') of the Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust as of November 16, 1995. These
financial statements are the responsibility of the Sponsor. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The irrevocable letter of
credit deposited in connection with the securities owned as of November 16,
1995, pursuant to contracts to purchase, as shown in the Statement of Condition,
were confirmed to us by The Chase Manhattan Bank, N.A., the Trustee.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Equity Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust, at November 16, 1995,
in conformity with generally accepted accounting principles.

New York, New York KPMG PEAT MARWICK LLP
November 16, 1995

A-7

<PAGE>
EQUITY SECURITIES TRUST, SERIES 6
SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST

STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, NOVEMBER 16, 1995

TRUST PROPERTY

<TABLE>
<CAPTION>
SERIES 6
--------
<S> <C>
Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit(1)....... $ 199,952
Organizational Costs(2)..................................... 51,000
Offering Costs(3)........................................... 19,000
----------
Total....................................................... $ 269,952
----------
----------
</TABLE>

INTEREST OF CERTIFICATEHOLDERS

<TABLE>
<S> <C>
Interest of Certificateholders--Units of Fractional
Undivided Interest Outstanding
(Series 6: 20,806 Units):
Cost to Certificateholders(4).......................... $ 208,066
Accrued liabilities (2 and 3).......................... 70,000
Less-Gross Underwriting Commissions(5)................. 8,114
----------
Net Amount Applicable to Certificateholders............ 269,952
----------
Total.................................................. $ 269,952
----------
----------
</TABLE>

- ------------------------------------

(1) Aggregate cost to the Trust of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under 'Public
Offering--Offering Price' as of 4:00 p.m. on November 15, 1995. Irrevocable
letters of credit issued by State Street Bank and Trust Company in an aggregate
amount of $250,000 have been deposited with the Trustee to cover the purchase of
$199,952 of Securities pursuant to contracts to purchase such Securities.

(2) Organizational costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred. To the extent the Trust is larger or

smaller, the actual dollar amount reimbursed may vary.

(3) Offering costs incurred by the Trust have been deferred and will be
amortized no later than the close of the period during which units of the trust
are first sold to the public.

(4) Aggregate public offering price computed on 20,806 Units of Series 6 on
the basis set forth under 'Public Offering--Offering Price' in Part B.

(5) Sales charge of 3.9% computed on 20,806 Units of Series 6 on the basis
set forth under 'Public Offering Price' in Part B.

A-8

<PAGE>
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PORTFOLLO
AS OF NOVEMBER 16, 1995
A QUARTERLY PAYMENT SERIES

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SECURITIES
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST (1) PER SHARE TO TRUST (3)
--------- ------------- ------------------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK: 84.54%
Broadcasting: 4.96%
1 33 Shs. BHC Communications, Inc. 1.48% 90.250 $ 2,978
2 72 Shs. Chris-Craft Industries,
Inc. 1.49% 41.500 2,988
3 164 Shs. Scandanavian Broadcasting
Systems 1.99% 24.250 3,977
------------
9,943
------------
Cable: 9.37%
4 284 Shs. Comcast Corporation 2.56% 18.000 5,112
5 112 Shs. International Cable Tel. 1.52% 27.125 3,038
6 130 Shs. Media General, Inc. 1.99% 30.625 3,981
7 61 Shs. NYNEX Corp. 1.51% 49.500 3,019
8 198 Shs. Telecommunications, Inc. 1.79% 18.125 3,589
------------
18,739
------------
Other Media: 15.96%
9 51 Shs. America Online 1.96% 77.000 3,927
10 33 Shs. Broderbund Software, Inc. .99% 59.750 1,972
11 130 Shs. Central European Media
Enterprises 1.50% 23.000 2,990
12 44 Shs. H & R Block Inc. 0.98% 44.625 1,964
13 41 Shs. IBM 1.96% 95.500 3,916
14 62 Shs. Intel Corporation 2.01% 64.750 4,015
15 54 Shs. Microsoft Corporation 2.54% 94.000 5,076
16 111 Shs. Novell 0.97% 17.500 1,943
17 130 Shs. Pan Am Sat 1.01% 15.500 2,015
18 69 Shs. Sierra On-Line, Inc. 1.01% 29.250 2,018
19 205 Shs. Spectrum Holobyte Inc. 1.03% 10.000 2,050
------------
31,886
------------
Publishing/
Entertainment: 31.24%
20 98 Shs. AMC Entertainment 0.99% 20.250 1,984

21 400 Shs. American Media Inc. 1.00% 5.000 2,000
22 200 Shs. BET Holdings 2.06% 20.625 4,125
23 128 Shs. Gaylord Entertainment
Company 1.50% 23.500 3,008
24 59 Shs. GC Companies, Inc. 1.00% 33.875 1,999
25 155 Shs. International Family
Entertainment, Inc. 1.50% 19.375 3,003
26 48 Shs. Knight Ridder 1.48% 61.625 2,958
27 118 Shs. Liberty Media Group 1.48% 25.125 2,965
28 111 Shs. Meredith Corporation 2.01% 36.125 4,010
29 266 Shs. News Corporation Limited 2.53% 19.000 5,054
30 86 Shs. Pulitzer Publishing
Company 1.98% 46.125 3,967
31 44 Shs. Scholastic Corp. 1.47% 66.750 2,937
32 109 Shs. Seagram's Ltd. 1.99% 36.500 3,978
33 173 Shs. Time Warner Inc. 3.27% 37.750 6,531
34 144 Shs. Viacom Inc. 3.48% 48.375 6,966
35 121 Shs. Walt Disney Company 3.50% 57.875 7,003
------------
62,488
------------
Telecommunications:
23.01%
36 133 Shs. AirTouch Communications,
Inc. 2.00% 30.000 3,990
37 101 Shs. AT&T Corp. 3.25% 64.500 6,514
38 123 Shs. BCE Inc. 2.01% 32.625 4,013
39 77 Shs. Bell South Corp. 1.49% 38.750 2,984
40 67 Shs. Cellular Communications,
Inc. 1.72% 51.250 3,434
</TABLE>

A-9
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SECURITIES
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST (1) PER SHARE TO TRUST (3)
--------- ------------- ------------------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
41 209 Shs. Centennial Cellular Corp. 2.04% 19.500 4,075
42 65 Shs. Century Telephone
Enterprises, Inc. 0.99% 30.500 1,982
43 74 Shs. GTE Corporation 1.50% 40.500 2,997
44 63 Shs. Motorola, Inc. 2.01% 63.875 4,024
45 76 Shs. Nippon Telegraph &
Telephone 1.49% 39.250 2,983
46 80 Shs. Sprint Corporation 1.51% 37.625 3,010
47 130 Shs. Telecommunications
International, Inc. 1.50% 23.125 3,006
48 97 Shs. US West 1.50% 30.875 2,995
------------
46,007

------------
169,063
Common Stock Sub-Total
------------
ADRs: 15.46%
Broadcasting: 2.02%
49 248 Shs. Grupo Televisa S.A. 2.02% 16.250 4,030
------------
4,030
------------
Publishing/
Entertainment: 3.96%
50 34 Shs. PolyGram NV 0.99% 58.000 1,972
51 53 Shs. Reuters Holdings P.L.C. 1.48% 56.000 2,968
52 61 Shs. Sony Corp. 1.49% 48.750 2,974
------------
7,914
------------
Telecommunications:
9.48%
53 151 Shs. Cable and Wireless plc 1.49% 19.750 2,982
54 183 Shs. Hong Kong Telecom 1.51% 16.500 3,019
55 103 Shs. Telecomunicacoes
Brasileiras S.A. 1.99% 38.625 3,978
56 75 Shs. Telefonica de Espana 1.50% 40.000 3,000
57 117 Shs. Telefonos De Mexico S.A. 1.51% 25.750 3,013
58 75 Shs. Voda Fone Group plc 1.48% 39.375 2,953
------------
18,945
------------
30,889
ADRs Sub-Total
------------
199,952
Total Investment in Securities
------------
------------
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on November
15, 1995. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be November 21,
1995.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sale prices at the Evaluation Time on the day prior to the Initial Date of
Deposit.

Additional information regarding the Trust is as follows:

SPONSOR'S PROFIT/LOSS
SPONSOR'S (INITIAL DATE
PURCHASE PRICE OF DEPOSIT)
- --------------- ----------------------
<S> <C>
$199,513 +439
</TABLE>

A-10

<PAGE>
UNDERWRITING SYNDICATE

The names and addresses of the Underwriters of the Units and their
participation in the offering of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust are as follows:

<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
REICH & TANG DISTRIBUTORS L.P. ............................ 27.25%
600 Fifth Avenue
New York, New York 10020
STIFEL, NICOLAUS & COMPANY, INCORPORATED ................... 20.00
500 North Broadway
St. Louis, MO 63102
GIBRALTAR SECURITIES CO. .................................. 5.00
25 Hanover Road
Florham Park, NJ 07932
GRUNTAL & CO., INCORPORATED ................................ 5.00
14 Wall Street
New York, NY 10005
OLDE DISCOUNT CORPORATION .................................. 5.00
751 Griswold Street
Detroit, MI 48226
PRINCIPAL FINANCIAL SECURITIES, INC. ...................... 5.00
1445 Ross Avenue
Dallas, TX 75202
WEDBUSH MORGAN SECURITIES INC. ............................ 5.00
1000 Wilshire Boulevard
Los Angeles, CA 90017
ADVEST, INC. .............................................. 2.50
280 Trumbull Street
Hartford, CT 06103
B.C. CHRISTOPHER ........................................... 2.50
Div. of Fahnestock & Co. Inc.
4717 Grand Avenue
Kansas City, MO 64112
DAIN BOSWORTH INCORPORATED ................................. 2.50
Dain Bosworth Plaza

60 South Sixth Street
Minneapolis, MN 55402
</TABLE>

A-11
<PAGE>
UNDERWRITING SYNDICATE
<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
NORI, HENNION, WALSH, INC. ................................ 2.50
3799 Route 46, Suite 102
Parsippany, NJ 07054
SOUTHWEST SECURITIES INC. ................................. 2.50
1201 Elm Street, Suite 4300
Dallas, TX 75270
BEAR, STEARNS & CO. INC. .................................. 1.25
245 Park Avenue, 4th Floor
New York, NY 10167
JW CHARLES/CSG ............................................. 1.25
Subsidiaries Of Corporate Management Group, Inc.
980 North Federal Highway, Suite 210
Boca Raton, FL 33432
THE OHIO COMPANY ........................................... 1.25
155 East Broad Street
Columbus, OH 43215
AMERICAN MUNICIPAL SECURITIES, INC. ....................... .50
100 Second Avenue South, Suite 902
St. Petersburg, FL 33701
D.A. DAVIDSON & CO., INC. ................................. .50
Davidson Building
Eight Third Street North
Great Falls, MT 59401
FIRST MONTAUK SECURITIES CORP. ............................. .50
328 Newman Springs Road
Red Bank, NJ 07701
GILFORD SECURITIES INCORPORATED ............................ .50
850 Third Avenue
New York, NY 10022
J.B. HANAUER & CO. ........................................ .50
Four Gate Hall Drive
Parsippany, NJ 07054
HUNTLEIGH SECURITIES CORPORATION ........................... .50
222 South Central Avenue
St. Louis, MO 63105
JANNEY MONTGOMERY SCOTT INC. .............................. .50
1801 Market Street
Philadelphia, PA 19103
</TABLE>

A-12

<PAGE>
UNDERWRITING SYNDICATE
<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
JURAN & MOODY, INC. ....................................... .50
400 North Robert Street, Suite 800
St. Paul, MN 55101
KENNEDY, CABOT & CO. ...................................... .50
9470 Wilshire Boulevard
Beverly Hills, CA 90212
KIRLIN SECURITIES INC. .................................... .50
6901 Jericho Turnpike
Syosset, NY 11791
LPL FINANCIAL SERVICES ..................................... .50
155 Federal Street, 14th Floor
Boston, MA 02110
LAIDLAW EQUITIES INC. ..................................... .50
100 Park Avenue
New York, NY 10017
LEGG MASON WOOD WALKER, INCORPORATED ....................... .50
Legg Mason Tower
111 South Calvert Street
Baltimore, MD 21202
MONITOR INVESTMENT GROUP, INC. ............................ .50
20 Exchange Place, 18th Floor
New York, NY 10005
NATHAN & LEWIS SECURITIES INC. ............................ .50
1140 Avenue Of The Americas
New York, NY 10036
PEREMEL & CO., INC. ....................................... .50
1829 Reisterstown Road, Suite 120
Baltimore, MD 21208
PERSHING DIVISION OF DONALDSON, LUFKIN & JENRETTE .50
SECURITIES CORPORATION ...................................
One Pershing Plaza
Jersey City, NJ 07399
SAMUEL A. RAMIREZ & CO., INC. ............................. .50
61 Broadway, Room 2924
New York, NY 10006
RAUSCHER PIERCE REFSNES, INC. ............................. .50
2711 North Haskell Avenue, Suite 2700
Dallas, TX 75204
</TABLE>

A-13
<PAGE>
UNDERWRITING SYNDICATE
<TABLE>
<CAPTION>
% OF

EST SERIES 6
------------
<S> <C>
SMITH BARNEY INC. ......................................... .50
388 Greenwich Street
New York, NY 10013
M.L. STERN & CO., INC. .................................... .50
8350 Wilshire Boulevard
Beverly Hills, CA 90211
STUART, COLEMAN & CO., INC. ............................... .50
11 West 42nd Street, 15th Floor
New York, NY 10036
WHEAT FIRST, BUTCHER & SINGER CAPITAL MARKETS .............. .50
901 East Byrd Street
Richmond, VA 23219
------
TOTALS................................................. 100%
------
------
</TABLE>

A-14

<PAGE>

The Entertainment and Media Industry

ENTERTAINMENT AND MEDIA IS AN EXPANDING, GLOBAL INDUSTRY. THE GABELLI
ORGANIZATION BELIEVES THAT A PORTFOLIO OF SECURITIES OF ENTERTAINMENT AND MEDIA
COMPANIES LOCATED THROUGHOUT THE WORLD MAY OFFER SIGNIFICANT POTENTIAL FOR THE
GROWTH OF CAPITAL AND INCOME OVER A THREE YEAR PERIOD IN THIS DECADE.

Companies whose securities may be included in the Trust's portfolio include
those which provide the following products or services:

o Regular telephone service throughout the world.

o Equipment and services for both data and voice transmission, including
computer equipment.

o Broadcasting, including television and radio via VHF, UHF, satellite and
microwave transmission and cable television.

o Programming including theatrical broadcast, cable networks and interactive
entertainment.

o Filmed Entertainment.

o Emerging technologies combining TV, telephone and computer systems.

o Wireless communications services and equipment, including cellular telephone,
microwave and satellite communications, paging, and other emerging wireless
technologies.

o Electronic components and communications equipment.

o Video conferencing.

o Electronic mail.

o Local and wide area networking, and linkage of data and word processing
systems.

o Publishing and information systems.

o Video text and teletext.

While the Trust expects that a substantial portion of its assets may be
invested in securities of domestic entertainment and media companies, a portion
of the portfolio may also be invested in securities of companies that are based
outside the United States.

TYPES OF SECURITIES The Trust's portfolio will consist primarily of common
stocks of both domestic and foreign companies, preferred stock, and foreign
equity securities in the form of American Depository Receipts (ADRs). Some of
these securities may qualify as 'Rule 144A' securities.

Features and Benefits

o QUARTERLY INCOME

o FIXED PORTFOLIO

o PORTFOLIO SUPERVISION

o PROFESSIONAL SELECTION

o DIVERSIFICATION

o LIQUIDITY

o CONVENIENCE

o LOW MINIMUM INVESTMENT

o VOLUME DISCOUNT

o REINVESTMENT OPTION

o OPTIONS AT TERMINATION

<PAGE>

The Trust

GABELLI ENTERTAINMENT AND MEDIA INCOME TRUST IS A UNIT INVESTMENT TRUST, FORMED
TO INVEST PRIMARILY IN THE EQUITY SECURITIES OF ENTERTAINMENT AND MEDIA
COMPANIES IN THE UNITED STATES AND THROUGHOUT THE WORLD. THE PORTFOLIO WILL BE
SELECTED BY THE TRUST'S PORTFOLIO CONSULTANT, GABELLI FUNDS, INC. LED BY ITS
CHIEF INVESTMENT OFFICER, MARIO J. GABELLI.

INVESTMENT OBJECTIVES The objective of the Gabelli Entertainment and Media Trust
is to seek to achieve capital appreciation over the three-year life of the
Trust. Current income is a secondary objective of the Fund. There can be no
assurance that either of these objectives will be realized.

THE TRUST'S INVESTMENT THEME Companies involved in multimedia creativity, as it
relates to the development of intellectual property rights (copyrights), and
those involved in the distribution or delivery of those copyrights, we believe
present attractive opportunities for growth.

The convergence of the computer, television and telephone, coupled with
advances in fiber optics and digital compression, is creating investment
opportunities in the development and distribution of interactive services. State
of the art communications capability, including world class telecommunications
infrastructure will enhance both business and industrial development, and may
also enhance economic growth.

The Trust will consist primarily of equity securities of domestic and foreign
entertainment & media companies that Gabelli Funds, Inc. expects to benefit from
regulatory changes, global growth, mergers and acquisitions and technological
advances. Gabelli Funds, Inc. will concentrate on companies which will also
benefit from the worldwide focus on job creation. Continued economic growth
during the three year life of the Trust may enhance the industry specific and
company specific growth in value anticipated for the Gabelli Entertainment &
Media Trust.

THE PORTFOLIO CONSULTANT The Trust's securities portfolio will be selected by
its Portfolio Consultant, Gabelli Funds, Inc. whose Chief Investment Officer
Mario J. Gabelli is a veteran securities analyst and equity manager with over 25
years of stock market experience. Mario Gabelli is among the most respected
investment professionals in America. In fact, Barron's called him '. . . one of
the truly great stock pickers of our time.'

Gabelli Funds, Inc., and its affiliate, GAMCO Investors, Inc. are investment
managers, administrators or advisors for assets of mutual funds and privately
managed accounts aggregating more than $9.0 billion as of September 30, 1995.

<PAGE>

Investment Philosophy

Creating Wealth Through Research 'AT GABELLI FUNDS, INC., WE VIEW FUNDAMENTAL
RESEARCH AS A THREE PRONGED APPROACH; FREE CASH FLOW, EARNINGS PER SHARE, AND
PRIVATE MARKET VALUE (PMV). WE BLEND OUR INTRINSIC VALUE ANALYSIS WITH THE
SEARCH FOR A CATALYST THAT WILL SURFACE VALUE AND ATTRACT INVESTOR ATTENTION.'

'WE DO WHAT IS DESCRIBED AS BOTTOMS-UP RESEARCH: WE READ ANNUAL REPORTS; VISIT
THE COMPETITION; TALK TO CUSTOMERS; GO BELLY TO BELLY WITH MANAGEMENT. WE ARE
STOCK PICKERS. WE LOOK AT EARNINGS PER SHARE TRENDS, BUT WE DO NOT TRY TO
FORECAST EARNINGS WITH ACCOUNTING PRECISION AND THEN TRADE STOCKS BASED ON
QUARTERLY EXPECTATIONS AND REALITIES. WE WANT TO KNOW EVERYTHING AND ANYTHING
THAT WILL ADD OR DETRACT FROM OUR PRIVATE MARKET VALUE ESTIMATES. WE LOOK FOR A
CATALYST; SOMETHING HAPPENING IN THE COMPANIES' INDUSTRIES OR INDIGENOUS TO THE
COMPANIES THEMSELVES THAT WILL SURFACE VALUE.'

'WHEN WE IDENTIFY STOCKS THAT QUALIFY AS BARGAINS, BASED ON THESE FUNDAMENTAL
AND CONCEPTUAL CONSIDERATIONS, WE BECOME PATIENT LONG TERM INVESTORS. THIS HAS
BEEN A PROVEN LONG TERM METHOD FOR CREATING WEALTH IN THE STOCK MARKET.'

--MARIO J. GABELLI, C.F.A.

<PAGE>

Risk Considerations

COMMON STOCK Since the Trust consists of common stocks of both domestic and
foreign issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may

become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units).

ADRS. An investment in Units of the Trust should be made with an understanding
of the risks inherent in an investment in foreign equity securities in the form
of American Depository Receipts, including risks associated with government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. ADRs, American Depository Receipts, represent common stock of non-U.S.
issuers deposited with a custodian in a depository. Sales of these underlying
securities will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the Trust will encounter obstacles in
disposing of ADRs, investors should realize that many of these underlying
securities may be traded in foreign countries where the securities markets are
not as developed or efficient and may not be as liquid as those in the United
States.

LIQUIDITY The ADRs in the Portfolio have been purchased in United States
dollars. The principal trading market for certain other Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities. The value of the Units may be more or less than the original
purchase price.

ENTERTAINMENT AND MEDIA ISSUERS The Trust will concentrate its assets in the
entertainment and media industry and, as a result, the value of the Units of the
Trust may be susceptible to factors affecting these sectors. Certain industries
within the Entertainment and Media sectors are subject to governmental
regulation, and the products and services of such companies may be subject to
rapid obsolescence. These factors could affect the value of the Trust's Units.

RULE 144A The Trust may purchase securities that are not registered ('Restricted
Securities') under the Securities Act of 1933 (the 'Securities Act'), but can be
offered and sold to 'qualified institutional buyers' under Rule 144A under the
Securities Act. It is not possible to predict with assurance exactly how this
market for Restricted Securities sold and offered under Rule 144A will develop.
This investment practice could have the effect of increasing the level of
illiquidity in the Trust to the extent that qualified institutional buyers
become for a time uninterested in purchasing these Restricted Securities.

<PAGE>
- --------------------------------------------------------------------------------

[INSERT LOGO]

- --------------------------------------------------------------------------------

GABELLI ENTERTAINMENT AND MEDIA TRUST

EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUST

ORGANIZATION

'Equity Securities Trust, Series 6, Signature Series, Gabelli Entertainment
and Media Trust' consists of a 'unit investment trust' designated as set forth
in Part A. The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement (the 'Trust Agreement'), dated the
initial Date of Deposit, among Reich & Tang Distributors L.P., as Sponsor, and
The Chase Manhattan Bank, N.A. as Trustee.

On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock, preferred stock, and American Depositary Receipts ('ADRs')
including funds and delivery statements relating to contracts for the purchase
of certain such securities (collectively, the 'Securities') with an aggregate
value as set forth in Part A and cash or an irrevocable letter of credit issued
by a major commercial bank in the amount required for such purchases. Thereafter
the Trustee, in exchange for the Securities so deposited, delivered to the
Sponsor the Certificates evidencing the ownership of all Units of the Trust. The
Sponsor has a limited right to substitute other securities in the Trust
portfolio in the event of a failed contract. See 'The Trust--Substitution of
Securities'.

1
<PAGE>
The Sponsor may also, in certain circumstances, direct the Trustee to dispose of
certain Securities if the Sponsor believes that, because of market or credit
conditions, or for certain other reasons, retention of the Security would be
detrimental to Certificateholders. (See 'Trust Administration--Portfolio
Supervision.')

As of the day prior to the initial Date of Deposit, a 'Unit' represents an

undivided interest or pro rata share in the Securities of the Trust in the ratio
of one hundred Units for the indicated amount of the aggregate market value of
the Securities initially deposited in the Trust as is set forth in the 'Summary
of Essential Information'. To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest or pro rata share in such Trust
represented by each unredeemed Unit will increase, although the actual interest
in such Trust represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by
Certificateholders, which may include the Sponsor or the Underwriters, or until
the termination of the Trust Agreement.

With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the initial
aggregate value of specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust that are substantially similar to the Securities already
deposited in the Trust ('Additional Securities'), contracts to purchase
Additional Securities or cash (or a bank letter of credit in lieu of cash) with
instructions to purchase Additional Securities, in order to create additional
Units, maintaining to the extent practicable the original proportionate
relationship of the number of shares of each Security in the Trust portfolio on
the initial Date of Deposit. These additional Units will each represent, to the
extent practicable, an undivided interest in the same number and type of
securities of identical issuers as are represented by Units issued on the
initial Date of Deposit. It may not be possible to maintain the exact original
proportionate relationship among the Securities deposited on the initial Date of
Deposit because of, among other reasons, purchase requirements, changes in
prices, or unavailability of Securities. The number and identity of Securities
in the Trust will be adjusted to reflect the disposition of Securities and/or
the receipt of a stock dividend, a stock split or other distribution with
respect to shares. Securities received in exchange for shares will be similarly
treated. The portfolio of the Trust may change slightly based on such
disposition and reinvestment. Substitute Securities may be acquired under
specified conditions when Securities originally deposited in the Trust are
unavailable (see 'The Trust--Substitution of Securities' below). Units may be
continuously offered to the public by means of this Prospectus (see 'Public
Offering--Distribution of Units') resulting in a potential increase in the
number of Units outstanding. As additional Units are issued by the Trust as a
result of the deposit of Additional Securities, the aggregate value of the
Securities in the Trust will be increased and the fractional undivided interest
in the Trust represented by each Unit will be decreased.

OBJECTIVES

The primary objective of the Trust is to seek to achieve capital
appreciation. The secondary objectives of the Trust are to seek current income
and growth in income with the growth in capital. The Trust seeks to achieve
these objectives by investing primarily in a portfolio of equity securities
consisting of common stocks and preferred stocks of foreign and domestic
issuers, and contracts to purchase such Securities, selected by the Trust's
Portfolio Consultant which the Portfolio Consultant believes will enable the

Trust to achieve these objectives. All of the Securities in the Trust, with the
possible exception of the Securities that are in the form of ADRs, are listed on
the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers Automated Quotations ('NASDAQ') National
Quotation Market System and are generally followed by independent investment
research firms. There is no minimum capitalization or market trading activity
requirement for the selection of Securities for the Trust's portfolio. There can
be no assurance that the Trust's investment objectives can be achieved.

2
<PAGE>
THE SECURITIES

In selecting Securities for the Trust, the Portfolio Consultant normally
will consider the following factors, among others: (1) the Portfolio
Consultant's own evaluations of the private market value of the underlying
assets and business of the issuers of the Securities; (2) the potential for
capital appreciation for the Securities; (3) the prices of the Securities
relative to other comparable securities; (4) the interest or dividend income
generated by the Securities; (5) the management quality of the issuers of the
Securities; (6) the diversification of the Trust's portfolio as to issuers
product type and geographic focus; and (7) whether the Securities are entitled
to the benefits of sinking funds or other protective conditions. The Portfolio
Consultant's investment philosophy hinges on identifying assets that are selling
in the public market at a discount to the private market value, which the
Portfolio Consultant defines as the value informed purchasers are willing to pay
to acquire assets with similar characteristics. The Portfolio Consultant also
evaluates the issuers' free cash flow and long-term earnings trends. Finally,
the Portfolio Consultant looks for a catalyst; something in the company's
industry or indigenous to the company itself that will surface value.

Some of the Securities in the Trust may be in the form of ADRs. ADRs
evidence American Depositary Receipts which, in turn, represent common stock of
non-U.S. issuers deposited with a custodian in a depository. In selecting ADRs
for deposit into the Trust portfolio, in addition to the factors associated with
the selection of Securities of any issuer, the Portfolio Consultant considers
the following factors, among others: (1) the location of the issuer of the
Securities underlying the ADRs; (2) the likelihood of favorable market and
political conditions in the country in which such issuer is located; (3) the
amount of publicly available information available from such issuer; and (4)
historical and recent fluctuations in the exchange rate of the currency of such
issuer relative to the United States dollar.

The Trust will be concentrated in the equity securities of entertainment
and media companies. Equity securities will consist of common stock, preferred
stock and ADRs. Entertainment and media companies in which the Trust may invest
are engaged in providing the following products or services: the creation,
packaging, distribution and ownership of entertainment programming throughout
the world including pre-recorded music, feature length motion pictures, made for
T.V. movies, television series, documentaries, animation, game shows, sports

programming and news programs, live events such as professional sporting events
or concerts; theatrical exhibition, television and radio broadcasting via VHF,
UHF, satellite and microwave transmission, cable television systems and
programming, broadcast and cable networks, wireless cable television and other
emerging distribution technologies, home video, interactive and multimedia
programming including home shopping and multiplayer games; publishing including
newspapers, magazines and books, advertising agencies and niche advertising
mediums such as in-store or direct mail, emerging technologies combining
television, telephone and computer systems, computer hardware and software, and
equipment used in the creation and distribution of entertainment programming
such as that required in the provision of broadcast, cable or telecommunications
services. (See 'Risk Considerations--Entertainment and Media Issuers.')

The Trust will also concentrate in the equity securities of communications
companies. Due to the overlap in the
business lines of companies in the media, entertainment and communications
industries, these industries are generally considered to be related. A
communications company is a company which derives at least 50% of either of its
revenues or earnings from communications activities, or which devotes at least
50% of its assets to such activities, based on the company's most recent fiscal
year for which audited financial information is available. The communications
industry is comprised of a variety of sectors, ranging from companies
concentrating in established technologies to those primarily engaged in emerging
or developing technologies. Examples of communications companies include, but
are not limited to, those engaged in providing the following products or
services which converge with the entertainment and media industry: regular
telephone service throughout the world; wireless communications services and
equipment, including cellular telephone, microwave

3
<PAGE>
and satellite communications, paging, and other emerging wireless technologies;
equipment and services for both data and voice transmission, including computer
equipment; electronic components and communications equipment; video
conferencing; electronic mail; local and wide area networking, and linkage of
data and word processing systems; publishing and information systems; video text
and teletext; emerging technologies combining television, telephone and computer
systems; broadcasting, including television and radio via VHF, UHF, satellite
and microwave transmission, and cable television. (See 'Risk
Considerations--Communications Issuers.')

Communications is an expanding global industry. The Portfolio Consultant
believes that at the present time a portfolio of the securities of
communications companies located throughout the world presents greater potential
for achieving capital appreciation and earning higher income than a portfolio
comprised solely of U.S. communications issuers. While the Portfolio Consultant
expects that a substantial portion of the Trust portfolio's assets may be
invested in the securities of entertainment and media domestic companies, a
significant portion of the Trust portfolio may also be comprised of the
securities of entertainment and media issuers headquartered outside the United
States.

PORTFOLIO

The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described herein (see 'Trust
Administration'), no assurance can be given that the Trust will retain for any
length of time its present size and composition. The Trustee has not
participated and will not participate in the selection of Securities for the
Trust, and neither the Sponsor, the Portfolio Consultant nor the Trustee will be
liable in any way for any default, failure or defect in any Securities.

Some of the Securities are publicly traded either on a stock exchange or in
the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of purchase of Units on
the initial Date of Deposit.

SUBSTITUTION OF SECURITIES

Neither the Sponsor, the Portfolio Consultant nor the Trustee shall be
liable in any way for any default, failure or defect in any of the Securities.
In the event of a failure to deliver any Security that has been purchased for
the Trust under a contract ('Failed Securities'), the Sponsor is authorized
under the Trust Agreement to direct the Trustee to acquire other securities
('Substitute Securities') to make up the original corpus of the Trust. In
addition, the Sponsor, at its option, is authorized under the Trust Agreement to
direct the Trustee to reinvest in Substitute Securities the proceeds of the sale
of any of the Securities only if such sale was due to unusual circumstances as
set forth under 'Trust Administration--Portfolio Supervision.'

The Substitute Securities must be purchased within 20 days after the sale
of the portfolio Security or delivery of the notice of the failed contract.
Where the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Failed Securities. Where the Sponsor purchases Substitute
Securities in order to replace Securities they sold, the Sponsor will endeavor
to select Securities which are equity securities that possess characteristics
that are consistent with the objectives of the Trust as set forth above. Such
selection may include or be limited to Securities previously included in the
portfolio of the Trust.

4
<PAGE>

Whenever a Substitute Security has been acquired for the Trust, the Trustee
shall, within five days thereafter, notify all Certificateholders of the Trust
of the acquisition of the Substitute Security and the Trustee shall, on the next
Quarterly Distribution Date which is more than 30 days thereafter, make a pro
rata distribution of the amount, if any, by which the cost to the Trust of the
Failed Security exceeded the cost of the Substitute Security plus accrued
interest, if any.

In the event no reinvestment is made, the proceeds of the sale of
Securities will be distributed to Certificateholders as set forth under 'Rights
of Certificateholders--Distributions.' In addition, if the right of substitution
shall not be utilized to acquire Substitute Securities in the event of a failed
contract, the Sponsor will cause to be refunded the sales charge attributable to
such Failed Securities to all Certificateholders of the Trust, and distribute
the principal and dividends, if any, attributable to such Failed Securities on
the next Quarterly Distribution Date.

Because certain of the Securities from time to time may be substituted (see
'Trust Administration--Portfolio Supervision') or may be sold under certain
circumstances, no assurance can be given that the Trust will retain its present
size and composition for any length of time. The proceeds from the sale of a
Security or the exercise of any redemption or call provision will be distributed
to Certificateholders except to the extent such proceeds are applied to meet
redemptions of Units. (See 'Liquidity--Trustee Redemption.')

RISK CONSIDERATIONS

FIXED PORTFOLIO

The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. The Trust is not a
'managed registered investment company' and Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. Unlike a managed investment
company in which there may be frequent changes in the portfolio of securities
based upon economic, financial and market analyses, securities of a unit
investment trust, such as the Trust, are not subject to such frequent changes
based upon continuous analysis. However, the Sponsor may direct the disposition
by the Trustee of Securities upon the occurrence of certain events. Some of the
Securities in the Trust may also be owned by other clients of the Sponsor and
its affiliates. However, because these clients may have differing investment
objectives, the Sponsor may sell certain Securities from those accounts in
instances where a sale by the Trust would be impermissible, such as to maximize
return by taking advantage of market fluctuations. (See 'Trust
Administration--Portfolio Supervision' below.) Potential investors also should
be aware that the Portfolio Consultant may change its views as to the investment

merits of any of the Securities during the life of the Trust and therefore
should consult their own financial advisers with regard to a purchase of Units.
In addition, investors should be aware that the Portfolio Consultant, and its
affiliates, currently act and will continue to act as investment adviser for
managed investment companies and managed private accounts that may have similar
or different investment objectives from the Trust. Some of the Securities in the
Trust may also be owned by these other clients of the Portfolio Consultant and
its affiliates. However, because these clients have 'managed' portfolios and may
have differing investment objectives, the Portfolio Consultant may sell certain
Securities from those accounts in instances where a sale by the Trust would be
impermissible, such as to maximize return by taking advantage of market
fluctuation. Investors should consult with their own financial advisers prior to
investing in the Trust to determine its suitability. (See 'Trust
Administration--Portfolio Supervision.') All the Securities in the Trust are
liquidated during a 60 day period at the termination of the three year life of
the Trust. Since the Trust will not sell Securities in response to ordinary
market fluctuation, but only at the Trust's termination or upon the occurrence
of certain events, the amount

5
<PAGE>
realized upon the sale of the Securities may not be the highest price attained
by an individual Security during the life of the Trust.

ADDITIONAL SECURITIES

Investors should be aware that in connection with the creation of
additional Units subsequent to the initial Date of Deposit, the Sponsor may
deposit Additional Securities, contracts to purchase Additional Securities or
cash (or letter of credit in lieu of cash) with instructions to purchase
Additional Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the numbers
of shares of each Security in the Trust. To the extent the price of a Security
increases or decreases between the time cash is deposited with instructions to
purchase the Security at the time the cash is used to purchase the Security,
Units may represent less or more of that Security and more or less of the other
Securities in the Trust. In addition, brokerage fees (if any) incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trust. Price fluctuations between the time
of deposit and the time the Securities are purchased, and payment of brokerage
fees, will affect the value of every Certificateholder's Units and the income
per Unit received by the Trust. In particular, Certificateholders who purchase
Units during the initial offering period would experience a dilution of their
investment as a result of any brokerage fees paid by the Trust during subsequent
deposits of Additional Securities purchased with cash deposited. In order to
minimize these effects, the Trust will try to purchase Securities as near as
possible to the Evaluation Time or at prices as close as possible to the prices
used to evaluate Trust Units at Evaluation Time.

COMMON STOCK

Since the Trust contains common stocks of both foreign and domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units). Additional risks include risks
associated with the right to receive payments from the issuer which is generally
inferior to the rights of creditors of, or holders of debt obligations or
preferred stock issued by, the issuer. Holders of common stocks have a right to
receive dividends only when, if, and in the amounts declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions

6
<PAGE>
are based on unpredictable factors including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. The value of the common stocks in the Trust thus may be expected to
fluctuate over the life of the Trust to values higher or lower than those
prevailing on the initial Date of Deposit. (See 'Risk
Considerations--Entertainment and Media Issuers' for a discussion of the types
of risks that affect holders of common stock of issuers in the entertainment and
media industries.)

The Trust may purchase Securities that are not registered ('Restricted

Securities') under the Securities Act of 1933 (the 'Securities Act'), but can be
offered and sold to 'qualified institutional buyers' as that term is defined in
the Securities Act. See 'Liquidity' below for the risks inherent in the purchase
of Restricted Securities.

ADRS AND FOREIGN INVESTMENTS

An investment in Units of the Trust should be made with an understanding of
the risks inherent in an investment in foreign equity securities in the form of
American Depositary Receipts, including risks associated with government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. ADRs evidence American Depositary Receipts which, in turn, represent
common stock of non-U.S. issuers deposited with a custodian in a depository.

The characteristics and rights and privileges of equity securities vary
from country to country, and governments may impose restrictions on foreign
ownership of certain classes of equity securities unless a non-national
purchaser acquires a license or unless the particular issuer receives permission
for ownership by non-nationals. The Trust has not obtained any of these licenses
nor does the Sponsor anticipate the need to obtain them. In general, foreign
ownership restrictions are more likely to be imposed on voting shares than
non-voting shares. Equity securities, in general trade on the market at a
multiple of their issuers' earnings, which multiple varies from country to
country, industry to industry and company to company and may fluctuate over time
based on general perceptions of the marketplace whether or not related to
specific actions or performance results of a particular issuer. This multiple
for any particular issuer may not be uniform for all classes of the issuer's
equity securities. General perceptions of the marketplace are based on
unpredictable factors including expectations regarding government economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, the balance of payments (both on capital and current account)
and global or regional political, economic or banking crises. Moreover, because
the market for restricted stocks traded by non-nationals generally has less
volume than the market for unrestricted stocks, the market for these
unrestricted stocks may be more volatile and less liquid than the market for
shares that may be owned only by nationals of the particular country. Dividends
attributable to ADRs may be subject to foreign withholding tax. Investors should
carefully review the objectives of the Trust and consider their ability to
assume the risks involved before making an investment in the Trust.

The Trust may purchase ADRs that are Restricted Securities and, therefore,
can be offered and sold only to 'qualified institutional buyers' as defined in
the Securities Act. See 'Liquidity' below for the risks inherent in the purchase
of Restricted Securities.

In addition, for the foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic issuers. However, the Sponsor anticipates that adequate

information will be available to allow the Sponsor and Portfolio Consultant to
supervise and/or monitor the Trust portfolio.

7
<PAGE>
The ADRs in the Portfolio have been issued by non-U.S. issuers whose
earnings are stated in foreign currencies. Further, ADRs in the Trust portfolio
may pay dividends in foreign currencies, and the securities underlying the ADRs
are principally traded in foreign currencies. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for those
Securities of issuers whose earnings are stated in foreign currencies, or which
pay dividends in foreign currencies, or which are traded in foreign currencies,
there is a likelihood that their United States dollar value will vary to some
degree with fluctuations in the United States dollar foreign exchange rates for
the relevant currencies. Moreover, ADR currency fluctuations will affect the U.
S. dollar equivalent of the local currency price of the underlying domestic
share and, as a result, are likely to affect the value of the ADRs and
consequently the value of the Securities. In addition, the rights of holders of
ADRs may be different than those of holders of the underlying shares, and the
market for ADRs may be less liquid than that for the underlying shares.

The following table sets forth end-of-month United States dollar exchange
rates for the currencies of the securities underlying the ADRs that may be
included in the portfolio for the past three years. Fluctuation of the rates
that have occurred in the past are not necessarily indicative of fluctuations
that may occur over the term of the Trust. This table shows the units of foreign
currency received for a U.S. dollar.

<TABLE>
<CAPTION>
UNITED
CANADA CHILEAN HONG KONG MEXICAN NEW ZEALAND SPAIN KINGDOM
DOLLAR PESO DOLLAR PESO* DOLLAR PESETA POUND
<S> <C> <C> <C> <C> <C> <C> <C>
Nov. 1995 1.3581 413.3940 7.7340 7.4850 1.5298 122.12 .634
Oct. 1995 1.3452 414.7657 7.7340 7.1429 1.1515 122.26 .634
Sept. 1995 1.3470 398.8831 7.7340 6.3654 1.5191 123.20 .632
Aug. 1995 1.3434 393.2363 7.7459 6.2814 1.5389 125.41 .646
July 1995 1.3723 381.0976 7.7399 6.1125 1.4846 118.69 .625
June 1995 1.3738 379.2515 7.7399 6.2539 1.4966 121.09 .629
May 1995 1.3691 377.6435 7.7399 6.1652 1.5056 122.68 .629
Apr. 1995 1.3607 387.5969 7.7399 5.9277 1.4857 123.11 .621
Mar. 1995 1.4027 403.5513 7.7340 6.7159 1.5293 126.01 .614
Feb. 1995 1.3914 410.5090 7.7340 5.9277 1.5790 128.06 .633
Jan. 1995 1.4134 410.8463 7.7399 6.3532 1.5640 131.86 .630
Dec. 1994 1.4027 401.1231 7.7399 4.9261 1.562 131.63 .639
Nov. 1994 1.3753 402.5764 7.7339 3.4376 1.593 131.06 .638
Oct. 1994 1.3526 411.0152 7.7279 3.4364 1.624 125.45 .613
Sept. 1994 1.3413 412.3711 7.7279 3.4013 1.660 128.58 .634
Aug. 1994 1.3715 419.1114 7.7339 3.3955 1.661 130.73 .650

July 1994 1.3821 424.0882 7.7279 3.4013 1.662 130.53 .650
June 1994 1.3815 418.0602 7.7339 3.3875 1.679 131.61 .647
May 1994 1.3865 421.7629 7.7279 3.3233 1.682 135.57 .661
Apr. 1994 1.3814 426.2574 7.7279 3.2701 1.734 135.00 .659
Mar. 1994 1.3825 426.6211 7.7279 3.3579 1.779 136.12 .673
Feb. 1994 1.3522 429.1845 7.7279 3.1959 1.737 139.12 .672
Jan. 1994 1.3264 431.5925 7.7279 3.1055 1.760 140.78 .667
Dec. 1993 1.3240 434.5725 7.7275 3.1060 1.797 142.92 .670
Nov. 1993 1.3368 414.6698 7.7123 3.0986 1.825 140.78 .675
Oct. 1993 1.3212 411.7272 7.7228 3.1257 1.809 134.37 .665
Sept. 1993 1.3357 414.3334 7.7342 3.1212 1.813 131.96 .655
Aug. 1993 1.3216 414.5161 7.7480 3.1130 1.809 134.85 .670
July 1993 1.2843 409.4836 7.7557 3.1208 1.821 1.95 .668
June 1993 1.2824 400.9826 7.7436 3.1170 1.853 130.19 .663
May 1993 1.2717 405.3064 7.7247 3.1205 1.841 125.85 .646
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
UNITED
CANADA CHILEAN HONG KONG MEXICAN NEW ZEALAND SPAIN KINGDOM
DOLLAR PESO DOLLAR PESO* DOLLAR PESETA POUND
<S> <C> <C> <C> <C> <C> <C> <C>
Apr. 1993 1.2713 406.0867 7.7372 3.1181 1.855 116.18 .647
Mar. 1993 1.2573 375.8884 7.7305 3.0931 1.885 115.15 .684
Feb. 1993 1.2497 396.9904 7.7327 3.0992 1.937 117.91 .694
Jan. 1993 1.2779 259.800 7.7376 3.1135 1.950 114.62 .652
Dec. 1992 1.2725 262.100 7.7416 3200.0000 1.932 112.95 .644
</TABLE>

- ------------------

* As of January 1, 1993 the Mexican Peso became the 'new peso' or 'nuevo peso.'
One new peso equals 1,000 old pesos. The value of the currency did not change;
the conversion was designed to simplify monetary transactions.

ADRs may be sponsored or unsponsored. In an unsponsored facility, the
depositary initiates and arranges the facility at the request of market makers
and acts as agent for the ADR holder, while the company itself is not involved
in the transaction. In a sponsored facility, the issuing company initiates the
facility and agrees to pay certain administrative and shareholder-related
expenses. Sponsored facilities use a single depositary and entail a contractual
relationship among the issuer, the shareholder and the depositary; unsponsored
facilities involve several depositaries with no contractual relationship to the
company. ADRs designed for use in United States securities markets may be
registered securities pursuant to the Securities Act of 1933 and/or subject to
the reporting requirements of the Securities Exchange Act of 1934.

ENTERTAINMENT AND MEDIA RISKS

The risks of investing in the entertainment and media industry are largely
the same as investing in the communications industry (see below), except that
such industries are subject to less federal and state regulation. Additional
risks particular to the entertainment and media industry involve a greater price
volatility for the overall market, rapid obsolescence of entertainment products
and services resulting from changing consumer tastes, intense competition and
strong market reactions to technological developments throughout the industry.

Various types of ownership restrictions are imposed by the Federal
Communications Commission ('FCC') on investments both in mass media companies,
such as broadcasters and cable operators, as well as in common carrier
companies, such as the providers of local telephone service and cellular radio.

For example, the FCC's broadcast multiple ownership rules, which apply to
the radio and television industries, provide that investment advisers are deemed
to have an 'attributable' interest whenever the adviser has the right to
determine how more than five percent of the issued and outstanding voting stock
of a broadcast company may be voted. These same broadcast rules prohibit the
holding of an attributable interest in more than twenty AM and twenty FM radio
broadcast stations nationally or more than twelve television stations
nationally. Similar types of restrictions apply in the mass media and common
carrier industries.

COMMUNICATIONS ISSUERS

The Trust may also invest its assets in the communications industry and, as
a result, the value of the Units of the Trust may be susceptible to factors
affecting the communications industry. The communications industry is subject to
governmental regulation and the products and services of communications
companies may be subject to rapid obsolescence. These factors could affect the
value of the Trust's Units. Telephone companies in the United States, for
example, are subject to both state and federal regulations affecting permitted
rates of returns and the kinds of services that may be offered. In addition,
federal communications laws regarding the cable television industry have
recently been amended to eliminate government regulation of cable television
rates where competition is present and allow rates to be dictated by market
conditions. In the absence of competition, however, rates shall be regulated by
federal and state governments to protect the interest of subscribers. Certain

9
<PAGE>
types of companies represented in the Trust portfolio are engaged in fierce
competition for a share of the market of their products. As a result,
competitive pressures are intense and the stocks are subject to rapid price
volatility. While the Trust portfolio will concentrate on the securities of
established suppliers of traditional communication products and services, the
Trust may invest in smaller communications companies which may benefit from the
development of new products and services. These smaller companies may present
greater opportunities for capital appreciation, and may also involve greater
risk than large, established issuers. Such smaller companies may have limited
product lines, market or financial resources, and their securities may trade
less frequently and in limited volume than the securities of larger, more
established companies. As a result, the prices of the securities of such smaller
companies may fluctuate to a greater degree than the prices of securities of

other issuers.

LIQUIDITY

Some of the Securities in the Trust portfolio have been purchased in ADR
form in United States dollars. However, ADRs are not necessarily listed on a
national securities exchange. Even when ADRs or other Securities are listed, the
principal trading market for such Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for Securities in
the Trust portfolio, may depend on whether dealers will make a market in these
Securities. There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.

The Trust may purchase securities that are not registered ('Restricted
Securities') under the Securities Act, but can be offered and sold to 'qualified
institutional buyers' under Rule 144A under the Securities Act. Since it is not
possible to predict with assurance exactly how this market for Restricted
Securities sold and offered under Rule 144A will develop, the Sponsor will
carefully monitor the Trust's investments in these securities, focusing on such
factors, among others, as valuation, liquidity and availability of information.
This investment could have the effect of increasing the level of illiquidity in
the Trust to the extent that qualified institutional buyers become for a time
uninterested in purchasing these Restricted Securities. See 'Summary of
Essential Information' for the percentage of Restricted Securities held in the
Trust portfolio.

LEGAL PROCEEDINGS AND LITIGATION

At any time after the initial Date of Deposit, legal proceedings may be
initiated on various grounds, or legislation may be enacted, with respect to the
Securities in the Trust or to matters involving the business of the issuer of
the Securities. There can be no assurance that future legal proceedings or
legislation will not have a material adverse impact on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
and investment goals.

There is no assurance that any dividends will be declared or paid in the
future on the Securities. Investors should be aware that there is no assurance
that the Trust's objectives will be achieved.

PUBLIC OFFERING

OFFERING PRICE

The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities (the price at which they could be
directly purchased by the public assuming they were available) in the Trust
divided by the number of Units outstanding times l00 plus a sales charge of 3.9%
of the Public Offering

<PAGE>
Price per 100 Units or 4.058% of the net amount invested in Securities per 100
Units including, during the initial public offering period. In addition, the net
amount invested in Securities will involve a proportionate share of amounts in
the Income Account and Principal Account, if any. The Public Offering Price can
vary on a daily basis from the amount stated on the cover of this Prospectus in
accordance with fluctuations in the market value of the Securities and the price
to be paid by each investor will be computed as of the date the Units are
purchased.

The aggregate value of the Securities is determined in good faith by the
Trustee on each 'Business Day' as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on the
NASDAQ National Market System, this evaluation is generally based on the closing
sale prices on that exchange or that system as of the Evaluation Time (unless
the Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation generally shall be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or by such other appraisal deemed
appropriate by the Trustee or (c) by any combination of the above, each as of
the Evaluation Time.

VOLUME AND OTHER DISCOUNTS

Units of the Trust are available at a volume discount from the Public
Offering Price during the initial public offering based upon the number of Units
purchased. This volume discount will result in a reduction of the sales charge
applicable to such purchases. The amount of the volume discount and the
approximate reduced sales charge on the Public Offering Price applicable to such
purchases are as follows:

<TABLE>
<CAPTION>
NUMBER OF UNITS APPROXIMATE REDUCED SALES CHARGE
- ----------------------------------------------------- --------------------------------
<S> <C>
10,000 but less than 25,000 3.7%
25,000 but less than 50,000 3.5%
50,000 but less than 75,000 3.2%
75,000 but less than 100,000 3.0%
100,000 or more 2.5%
</TABLE>

These discounts will apply to all purchases of Units by the same purchaser

during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in the name of the
spouse of the purchaser or in the name of a child of the purchaser under 21
years of age are deemed for the purposes hereof to be registered in the name of
the purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.

Employees (and their immediate families) of Reich & Tang Distributors L.P.
(and its affiliates), may, pursuant to employee benefit arrangements, purchase
Units of the Trust at a price equal to the net asset value of the underlying
securities in the Trust during the initial offering period, divided by the
number of Units outstanding at no sales charge. Employees (and their immediate
families) of the Portfolio Consultant and of any underwriter of the Trust may
purchase Units of the Trust at a price equal to the market value of the
underlying securities in the Trust during the initial offering period, divided
by the number of Units outstanding plus a reduced sales charge of 1.75% per Unit
(such amount may be reduced for employees of certain underwriters depending on

11
<PAGE>
the amount of the underwriter concession available with respect to that
purchase). Such arrangements result in less selling effort and selling expenses
than sales to employee groups of other companies. Resales or transfers of Units
purchased under the employee benefit arrangements may only be made through the
Sponsor's secondary market, so long as it is being maintained.

DISTRIBUTION OF UNITS

During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, Units will be
distributed by the Sponsor, the Underwriters and dealers at the Public Offering
Price. (See 'Underwriting Syndicate' in Part A.) The initial offering period is
thirty days after each deposit of Securities in the Trust and, unless all Units
are sold prior thereto, the Sponsor may extend the initial offering period for
successive thirty day periods. Certain banks and thrifts will make Units of the
Trust available to their customers on an agency basis. A portion of the sales
charge paid by their customers is retained by or remitted to the banks. Under
the Glass-Steagall Act, banks are prohibited from underwriting Units; however,
the Glass-Steagall Act does permit certain agency transactions and the banking
regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.

The Sponsor intends to qualify the Units for sale in substantially all
States through the Underwriters and through dealers who are members of the
National Association of Securities Dealers, Inc. Units may be sold to dealers at
prices which represent a concession of up to 2% per Unit, subject to the
Sponsor's right to change the dealers' concession from time to time. In
addition, for transactions of at least 100,000 Units or more, the Sponsor

intends to negotiate the applicable sales charge and such charge will be
disclosed to any such purchaser. Such Units may then be distributed to the
public by the dealers at the Public Offering Price then in effect. Units may be
purchased by the Portfolio Consultant at net asset value. The Sponsor reserves
the right to reject, in whole or in part, any order for the purchase of Units.
In addition, any dealer, underwriter or firm who purchases Units on the initial
Date of Deposit will be paid an additional concession of $1.00 per 100 Units
purchased that day. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units. The Sponsor reserves the right to
change the discounts from time to time.

Underwriters and broker-dealers of the Trust, banks and/or others are
eligible to participate in a program in which such firms receive from the
Sponsor a nominal award for each of their registered representatives who have
sold a minimum number of units of unit investment trusts created by the Sponsor
during a specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales forces of Underwriters, brokers,
dealers, banks and/or others may be eligible to win other nominal awards for
certain sales efforts, or under which the Sponsor will reallow to any such
Underwriters, brokers, dealers, banks and/or others that sponsor sales contests
or recognition programs conforming to criteria established by the Sponsor, or
participate in sales programs sponsored by the Sponsor, an amount not exceeding
the total applicable sales charges on the sales generated by such person at the
public offering price during such programs. Also, the Sponsor in its discretion
may from time to time pursuant to objective criteria established by the Sponsor
pay fees to qualifying Underwriters, brokers, dealers, banks and/or others for
certain services or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out of their own
assets and not out of the assets of the Trust. These programs will not change
the price Certificateholders pay for their Units or the amount that the Trust
will receive from the Units sold.

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SPONSOR'S AND UNDERWRITERS' PROFITS

The Sponsor and the Underwriters will receive a combined gross underwriting
commission equal to up to 3.9% of the Public Offering Price per 100 Units
(equivalent to 4.058% of the net amount invested in the Securities).
Additionally, the Sponsor may realize a profit on the deposit of the Securities
in the Trust representing the difference between the cost of the Securities to
the Sponsor and the cost of the Securities to the Trust (See 'Portfolio.') The
Sponsor or any Underwriter may realize profits or sustain losses with respect to
Securities deposited in the Trust which were acquired from underwriting
syndicates of which they were a member.

All or a portion of the Securities deposited in the Trust may have been
acquired through the Sponsor.

During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the underwriting
syndicate may also realize profits or sustain losses as a result of fluctuations
after the initial Date of Deposit in the aggregate value of the Securities and
hence in the Public Offering Price received by the Sponsor and the Underwriters

for the Units. Cash, if any, made available to the Sponsor prior to settlement
date for the purchase of Units may be used in the Sponsor's business subject to
the limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934
and may be of benefit to the Sponsor.

Both upon acquisition of Securities and termination of the Trust, the
Trustee may utilize the services of the Sponsor for the purchase or sale of all
or a portion of the Securities in the Trust. The Sponsor will receive brokerage
commissions from the Trust in connection with such purchases and sales in
accordance with applicable law.

In maintaining a market for the Units (see 'Sponsor Repurchase') the
Sponsor will realize profits or sustain losses in the amount of any difference
between the price at which they buy Units and the price at which they resell
such Units.

RIGHTS OF CERTIFICATEHOLDERS

CERTIFICATES

Ownership of Units of the Trust is evidenced by registered Certificates
executed by the Trustee and the Sponsor. Certificates may be issued in
denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Certificateholder to
pay $2.00 for each Certificate reissued or transferred and any governmental
charge that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon delivery
of satisfactory indemnity and payment of expenses incurred.

DISTRIBUTIONS

Dividends and interest received by the Trust are credited by the Trustee to
an Income Account for the Trust. Other receipts, including the proceeds of
Securities disposed of, are credited to a Principal Account for the Trust.

Distributions to each Certificateholder from the Income Account are
computed as of the close of business on each Record Date for the following
Payment Date and consist of an amount substantially equal to such
Certificateholder's pro rata share of the income credited to the Income Account,
less expenses. Distributions from the Principal Account of the Trust (other than
amounts representing failed contracts, as previously discussed) will be computed
as of each Record Date, and will be made to the Certificateholders of the Trust
on or shortly after the next Quarterly Distribution Date. Proceeds representing
principal received from the disposition of any of the Securities between a
Record Date and a Distribution Date which are not used for redemptions of Units
will be held in the Principal Account and not distributed until the second
succeeding Quarterly Distribution Date. No distributions will be made to
Certificateholders electing to participate in the Total Reinvestment Plan.
Persons

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who purchase Units between a Record Date and a Distribution Date will receive
their first distribution on the second Quarterly Distribution Date after such
purchase.

As of the first day of each month, the Trustee will deduct from the Income
Account of the Trust, and, to the extent funds are not sufficient therein, from
the Principal Account of the Trust, amounts necessary to pay the expenses of the
Trust (as determined on the basis set forth under 'Trust Expenses and Charges').
The Trustee also may withdraw from said accounts such amounts, if any, as it
deems necessary to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of the Trust. Amounts so withdrawn
shall not be considered a part of such Trust's assets until such time as the
Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.

The quarterly dividend distribution per 100 Units cannot be estimated and
will change and may be reduced as Securities are redeemed, exchanged or sold, or
as expenses of the Trust fluctuate. No distribution need be made from the
Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.

RECORDS

The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of dividends and interest, if any, and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 100 Units. Within a reasonable time after the
end of each calendar year the Trustee will furnish to each person who at any
time during the calendar year was a Certificateholder of record, a statement
showing (a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, deductions for applicable taxes and fees and expenses of the
Trust, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for purchases
of Substitute Securities and redemptions of Units, if any, and the balance
remaining after such distributions and deductions, expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year; (c) a list of
the Securities held, a list of Securities purchased, sold or otherwise disposed
of during the calendar year and the number of Units outstanding on the last
business day of such calendar year; (d) the Redemption Price per 100 Units based
upon the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Certificateholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trust,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year.

The Trustee shall keep available for inspection by Certificateholders at
all reasonable times during usual business hours, books of record and account of
its transactions as Trustee, including records of the names and addresses of
Certificateholders, Certificates issued or held, a current list of Securities in
the portfolio and a copy of the Trust Agreement.

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TAX STATUS

The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units 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'). Certificateholders
should consult their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition of Units.

In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof (the
'Prospectus') and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein. In the Opinion of Battle Fowler LLP, special
counsel for the Sponsor, under existing law:

1. The Trust will be classified as a grantor trust for Federal income
tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause the
Trust not to be subject to Federal Income tax, and will cause the
Certificateholders of the Trust to be treated for Federal income tax
purposes as the owners of a pro rata portion of the assets of the Trust.
All income received by the Trust will be treated as income of the
Certificateholders in the manner set forth below.

2. The Trust is not subject to the New York Franchise Tax on Business
Corporations or the New York City General Corporation Tax. For a
Certificateholder who is a New York resident, however, a pro rata portion
of all or part of the income of the Trust will be treated as the income of
the Certificateholder under the income tax laws of the State and City of
New York. Similar treatment may apply in other states.

3. During the 90-day period subsequent to the initial issuance date,
the Sponsor reserves the right to deposit Additional Securities that are
substantially similar to those establishing the Trust. This retained right
falls within the guidelines promulgated by the Internal Revenue Service
('IRS') and should not affect the taxable status of the Trust.

A taxable event will generally occur with respect to each Certificateholder
when the Trust disposes of a Security (whether by sale, exchange or redemption)
or upon the sale, exchange or redemption of Units by such Certificateholder. The
price a Certificateholder pays for his Units, including sales charges, is
allocated among his pro rata portion of each Security held by the Trust (in

proportion to the fair market values thereof on the date the Certificateholder
purchases his Units) in order to determine his initial cost for his pro rata
portion of each Security held by the Trust.

For Federal income tax purposes, a Certificateholder's pro rata portion of
dividends paid with respect to a Security held by a Trust is taxable as ordinary
income to the extent of such corporation's current and accumulated 'earnings and
profits' as defined by Section 316 of the Code. A Certificateholder's pro rata
portion of dividends paid on such Security that exceed such current and
accumulated earnings and profits will first reduce a Certificateholder's tax
basis in such Security, and to the extent that such dividends exceed a
Certificateholder's tax basis in such Security will generally be treated as
capital gain.

A Certificateholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the
Certificateholder has held his Units for more than one year. Long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although individuals who realize long-term capital gains may be subject to a
reduced tax rate on such gains, rather than the 'regular' maximum tax rate of
39.6%. Tax rates may

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increase prior to the time when Certificateholders may realize gains from the
sale, exchange or redemption of the Units or Securities.

A Certificateholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital loss and will be long-term if the Certificateholder has
held his Units for more than one year. Capital losses are deductible to the
extent of capital gains; in addition, up to $3,000 of capital losses recognized
by non-corporate Certificateholders may be deducted against ordinary income.

Under Section 67 of the Code and the accompanying Regulations, a
Certificateholder who itemizes his deductions may also deduct his pro rata share
of the fees and expenses of the Trust, but only to the extent that such amounts,
together with the Certificateholder's other miscellaneous deductions, exceed 2%
of his adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.

After the end of each calendar year, the Trustee will furnish to each
Certificateholder an annual statement containing information relating to the
dividends received by the Trust on the Securities, the gross proceeds received
by the Trust from the disposition of any Security, and the fees and expenses
paid by the Trust. The Trustee will also furnish annual information returns to
each Certificateholder and to the Internal Revenue Service.

A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Certificateholder's pro rata portion of
dividends that are taxable as ordinary income to Certificateholders which are
received by the Trust from a domestic corporation under Section 243 of the Code
or from a qualifying foreign corporation under Section 245 of the Code (to the
extent the dividends are taxable as ordinary income, as discussed above) in the
same manner as if such corporation directly owned the Securities paying such
dividends. However, a corporation owning Units should be aware that Sections 246
and 246A of the Code impose additional limitations on the eligibility of
dividends for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate
Certificateholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation. Accordingly,
corporate Certificateholders should consult their tax adviser in this regard.

As discussed in the section 'Termination,' each Certificateholder may have
three options in receiving their termination distributions, which are (i) to
receive their pro rata share of the underlying Securities in kind, (ii) to
receive cash upon liquidation of their pro rata share of the underlying
Securities, or (iii) to invest the amount of cash they would receive upon the
liquidation of their pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered).

There are special tax consequences should a Certificateholder choose option
(i), the exchange of the Certificateholder's Units for a pro rata portion of
each of the Securities held by the Trust plus cash. Treasury Regulations provide
that gain or loss is recognized when there is a conversion of property into
property that is materially different in kind or extent. In this instance, the
Certificateholder may be considered the owner of an undivided interest in all of
the Trusts's assets. By accepting the proportionate number of Securities of the
Trust, in partial exchange for his Unit, the Certificateholder should be treated
as merely exchanging his undivided pro rata ownership of Securities held by the
Trust into sole ownership of a proportionate share of Securities. As such, there
should be no material difference in the Certificateholder's ownership, and
therefore the transaction should be tax free to the extent the Securities are
received. Alternatively, the transaction may be treated as an exchange

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that would qualify for nonrecognition treatment to the extent the
Certificateholder is exchanging his undivided interest in all of the Trust's
Securities for his proportionate number of shares of the underlying Securities.
In either instance, the transaction should result in a non-taxable event for the
Certificateholder to the extent Securities are received. However, there is no
specific authority addressing the income tax consequences of an in-kind

distribution from a grantor trust, and investors are urged to consult their tax
advisers in this regard.

Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on 'unrelated business taxable income.' Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that is
debt-financed or is dealer property. A tax-exempt entity's dividend income from
the Trust and gain from the sale of Units in the Trust or the Trust's sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.

Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974 ('ERISA'), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trust; (b) whether the investment satisfies the diversification
requirement of Section 404(a)(1)(C) of ERISA; and (c) whether the assets of the
Trust are deemed 'plan assets' under ERISA and the Department of Labor
regulations regarding the definition of 'plan assets.'

Prospective tax-exempt investors are urged to consult their own tax
advisers prior to investing in the Trust.

LIQUIDITY

SPONSOR REPURCHASE

The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the Units
(notwithstanding the foregoing, the Sponsor undertakes to maintain the secondary
market during the initial public offering period). The Sponsor's secondary
market repurchase price will be based on the aggregate value of the Securities
in the Trust portfolio and will be the same as the redemption price. The
aggregate value of the Securities will be determined by the Trustee on a daily
basis and computed on the basis set forth under 'Trustee Redemption.' The
Sponsor does not guarantee the enforceability, marketability or price of any
Securities in the Portfolio or of the Units. Certificateholders who wish to
dispose of their Units should inquire of the Sponsor as to current market prices
prior to making a tender for redemption. The Sponsor may discontinue repurchase
of Units if the supply of Units exceeds demand, or for other business reasons.
The date of repurchase is deemed to be the date on which Certificates
representing Units are physically received in proper form, i.e., properly
endorsed, by Reich & Tang Distributors L.P., 600 Fifth Avenue, New York, New
York 10020. Units received after 4 P.M., New York Time, will be deemed to have
been repurchased on the next business day. In the event a market is not
maintained for the Units, a Certificateholder may be able to dispose of Units

only by tendering them to the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities in
the Trust plus a 3.9% sales charge (of 4.058% of the net amount invested) plus a
pro rata portion of amounts, if any, in the Income Account. Any Units that are
purchased by the

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Sponsor in the secondary market also may be redeemed by the Sponsor if it
determines such redemption to be in its best interest.

The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee for
redemption (see 'Trustee Redemption'). Factors which the Sponsor will consider
in making a determination will include the number of Units of all Trusts which
it has in inventory, its estimate of the salability and the time required to
sell such Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (seven calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Certificateholder not later than the close of business on
the redemption date of an amount equal to the Redemption Price on the date of
tender.

TRUSTEE REDEMPTION

At any time prior to the termination of the Trust (approximately 3 years
from the Date of Deposit), Units may also be tendered to the Trustee for
redemption at its unit investment trust office at 770 Broadway, New York, New
York 10003, upon proper delivery of Certificates representing such Units and
payment of any relevant tax. At the present time there are no specific taxes
related to the redemption of Units. No redemption fee will be charged by the
Sponsor or the Trustee. Units redeemed by the Trustee will be cancelled.

Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See 'Certificates.')
Certificateholders must sign exactly as their names appear on the faces of their
Certificates. In certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.

Within three business days following a tender for redemption, the
Certificateholder will be entitled to receive an amount for each Unit tendered

equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under 'Summary of Essential Information' in Part A on the date of tender.
The 'date of tender' is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the close of trading
on the New York Stock Exchange (4:00 p.m. Eastern Time), the date of tender is
the next day on which such Exchange is open for trading, and such Units will be
deemed to have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.

A Certificateholder will receive his redemption proceeds in cash and
amounts paid on redemption shall be withdrawn from the Income Account, or, if
the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if required, could result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. The Securities to be sold will be selected by the
Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Stock. Provision is made in the
Indenture under which the Sponsor may, but need not, specify minimum amounts in
which blocks of Securities are to be sold in order to obtain the best price for
the Fund. While these minimum amounts may vary from time to time in accordance
with market conditions, the Sponsor believes that the minimum amounts which
would be specified would be approximately 100 shares for readily marketable
Securities.

<PAGE>
The Redemption Price per Unit is the pro rata share of the Unit in the
Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Certificateholders of record as of the business day prior to the evaluation
being made. The Trustee may determine the value of the Securities in the Trust
in the following manner: if the Securities are listed on a national securities
exchange or the NASDAQ national market system, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation shall generally be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or (c) by any combination of the
above.

Any Unit holder tendering 2,500 Units or more of the Trust for redemption
may request by written notice submitted at the time of tender from the Trustee
in lieu of a cash redemption a distribution of shares of Securities and cash in
an amount and value equal to the Redemption Price Per Unit as determined as of
the evaluation next following tender. To the extent possible, in kind
distributions ('In Kind Distributions') shall be made by the Trustee through the
distribution of each of the Securities in book-entry form to the account of the
Certificateholder's bank or broker-dealer at The Depository Trust Company. An In
Kind Distribution will be reduced by customary transfer and registration
charges. The tendering Certificateholder will receive his pro rata number of
whole shares of each of the Securities comprising the portfolio and cash from
the Principal Accounts equal to the balance of the Redemption Price to which the
tendering Certificateholder is entitled. If funds in the Principal Account are
insufficient to cover the required cash distribution to the tendering
Certificateholder, the Trustee may sell Securities in the manner described
above.

The Trustee is irrevocably authorized in its discretion, if the Sponsor
does not elect to purchase a Unit tendered for redemption or if the Sponsor
tenders a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit
in the over-the-counter market for the account of the tendering
Certificateholder at prices which will return to the Certificateholder an amount
in cash, net after deducting brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Price for such Unit. The
Trustee will pay the net proceeds of any such sale to the Certificateholder on
the day he would otherwise be entitled to receive payment of the Redemption
Price.

The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on that Exchange is restricted or during which
(as determined by the Securities and Exchange Commission) an emergency exists as
a result of which disposal or evaluation of the Bonds is not reasonably
practicable, or for such other periods as the Securities and Exchange Commission
may by order permit. The Trustee and the Sponsor is not liable to any person or
in any way for any loss or damage which may result from any such suspension or
postponement.

A Certificateholder who wishes to dispose of his Units should inquire of
his bank or broker in order to determine if there is a current secondary market
price in excess of the Redemption Price.

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TOTAL REINVESTMENT PLAN

Distributions of dividend income and capital gain, if any, from the Trust
are made to Certificateholders quarterly. The Certificateholder has the option,
however, of either receiving his dividend check, together with any other
payments, from the Trustee or participating in a reinvestment program offered by
the Sponsor in shares of The Treasurer's Fund, U.S. Treasury Money Market
Portfolio (the 'Fund'). Participation in the reinvestment option is conditioned
on the Fund's lawful qualification for sale in the state in which the

Certificateholder is a resident.

Upon enrollment in the reinvestment option, the Trustee will direct
dividend and/or other distributions, if any, to the Fund. The Fund seeks to
maximize current income and to maintain liquidity and a stable net asset value
by investing in short term U.S. Treasury Obligations which have effective
maturities of 397 days or less. For more complete information concerning the
Fund, including charges and expenses, the Certificateholder should fill out and
mail the card attached to the inside back cover of the Prospectus. The
prospectus for the Fund will be sent to Certificateholders. The
Certificateholder should read the prospectus for the Fund carefully before
deciding to participate.

TRUST ADMINISTRATION

PORTFOLIO SUPERVISION

The Trust is a unit investment trust and is not a managed fund. Traditional
methods of investment management for a managed fund typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Trust, however, will not be managed and
therefore the adverse financial condition of an issuer will not necessarily
require the sale of its Securities from the Portfolio. However, the Sponsor may
direct the disposition of Securities upon the occurrence of certain events
including:

1. default in payment of amounts due on any of the Securities;

2. institution of certain legal proceedings;

3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or
expected;

4. determination of the Depositor that the tax treatment of the
Trust as a grantor trust would otherwise be jeopardized; or

5. decline in price as a direct result of serious adverse credit
factors affecting the issuer of a Security which, in the
opinion of the Sponsor, would make the retention of the
Security detrimental to the Trust or the Certificateholders.

If a default in the payment of amounts due on any Security occurs and if
the Sponsor fails to give immediate instructions to sell or hold that Security,
the Trust Agreement provides that the Trustee, within 30 days of that failure by
the Sponsor, may sell the Security.

The Sponsor, at its option, is authorized under the Trust Agreement to
direct the Trustee to reinvest in Substitute Securities the proceeds of sale of
any of the Securities sold pursuant to provisions 1, 2, 3, 4 and 5 above or in
order to replace Failed Securities. (See 'Substitute Securities' above.)

The Trust Agreement provides that it is the responsibility of the Sponsor
to instruct the Trustee to reject any offer made by an issuer of any of the

Securities to issue new securities in exchange and substitution for any Security
pursuant to a recapitalization or reorganization, if any exchange or
substitution is effected

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notwithstanding such rejection, any securities or other property received shall
be promptly sold unless the Depositor directs that it be retained.

Any property received by the Trustee after the initial Date of Deposit as a
distribution on any of the Securities in a form other than cash or additional
shares of the Securities shall be retained or disposed by the Trustee as
provided in the Trust Agreement. The proceeds of any disposition shall be
credited to the Income or Principal Account of the Trust.

The Trust Agreement also authorizes the Sponsor to increase the size and
number of Units of the Trust by the deposit of Additional Securities, contracts
to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the corresponding
number of additional Units from time to time subsequent to the initial Date of
Deposit, provided that the original proportionate relationship among the number
of shares of each Security established on the Initial Date of Deposit is
maintained to the extent practicable.

With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection with
creating additional Units of the Trust, the Sponsor may specify the minimum
numbers in which Additional Securities will be deposited or purchased. If a
deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the original
proportionate relationship. If Securities of an issue originally deposited are
unavailable at the time of the subsequent deposit, the Sponsor may (1) deposit
cash or a letter of credit with instructions to purchase the Security when it
becomes available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a Substitute
Security.

TRUST AGREEMENT AND AMENDMENT

The Trust Agreement may be amended by the Trustee and the Sponsor without
the consent of any of the Certificateholders: (1) to cure any ambiguity or to
correct or supplement any provision which may be defective or inconsistent; (2)
to change any provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency; or (3) to make such
other provisions in regard to matters arising thereunder as shall not adversely
affect the interests of the Certificateholders.

The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders of
Certificates evidencing 66 2/3% of the Units then outstanding for the purpose of
modifying the rights of Certificateholders; provided that no such amendment or
waiver shall reduce any Certificateholder's interest in the Trust without his
consent or reduce the percentage of Units required to consent to any such

amendment or waiver without the consent of the holders of all Certificates. The
Trust Agreement may not be amended, without the consent of the holders of all
Certificates in the Trust then outstanding, to increase the number of Units
issuable or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in such Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Certificateholders, in writing, of the substance of any such amendment.

TRUST TERMINATION

The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under 'Summary of Essential Information' in Part A, the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust. The Trust may also be terminated at any time with the
consent of

<PAGE>
the holders of Certificates representing 100% of the Units then outstanding. The
Trustee may utilize the services of the Sponsor for the sale of all or a portion
of the Securities in the Trust. The Sponsor will receive brokerage commissions
from the Trust in connection with such sales in accordance with applicable law.
In the event of termination, written notice thereof will be sent by the Trustee
to all Certificateholders. Such notice will provide Certificateholders with
three options by which to receive their pro rata share of the net asset value of
the Trust.

1. A Certificateholder who owns at least 2,500 units and whose
interest in the Trust would entitle him to receive at least one share of
each Security, and who so elects by notifying the Trustee prior to the
commencement of the Liquidation Period by returning a properly completed
election request (to be supplied to Certificateholders at least 20 days
prior to such date) (see Part A--'Summary of Essential Information' for the
date of the commencement of the Liquidation Period) and whose interest in
the Trust entitles him to receive at least one share of each underlying
Security will have his Units redeemed on commencement of the Liquidation
Period by distribution of the Certificateholder's pro rata share of the net
asset value of the Trust on such date distributed in kind to the extent
represented by whole shares of underlying Securities and the balance in
cash within three business days next following the commencement of the
Liquidation Period. Certificateholders subsequently selling such
distributed Securities will incur brokerage costs when disposing of such
Securities. Certificateholders should consult their own tax adviser in this
regard.

A Certificateholder may also elect prior to the commencement of the
Liquidation Period by so specifying in a properly completed election request,

the following two options with regard to the termination distribution of such
Certificateholder's interest in the Trust as set forth below:

2. to receive in cash such Certificateholder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 60 business days immediately following the commencement of the
Liquidation Period. The Certificateholder's pro rata share of its net
assets of the Trust will be distributed to such Certificateholder within 3
days of the settlement of the trade of the last Security to be sold; and/or

3. upon the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest such
Certificateholder's pro rata share of the net assets of the Trust derived
from the sale by the Sponsor as agent of the Trustee of the underlying
Securities over a period not to exceed 60 business days immediately
following the commencement of the Liquidation Period, in units of a
subsequent series of Equity Trust (the 'New Series') provided one is
offered. The Units of a New Series will be purchased by the
Certificateholder within 3 days of the settlement of the trade for the last
Security to be sold. Such purchaser will be entitled to a reduced sales
load of approximately 2.5% of the Public Offering Price upon the purchase
of units of the New Series. It is expected that the terms of the New Series
will be substantially the same as the terms of the Trust described in this
Prospectus, and that similar options with respect to the termination of
such New Series will be available. The availability of this option does not
constitute a solicitation of an offer to purchase Units of a New Series or
any other security. A Certificateholder's election to participate in this
option will be treated as an indication of interest only. At any time prior
to the purchase by the Certificateholder of units of a New Series such
Certificateholder may change his investment strategy and receive, in cash,
the proceeds of the sale of the Securities. An election of this option will
not prevent the Certificateholder from recognizing taxable gain or loss
(except in the case of a loss, if the New Series is treated as
substantially identical to the Trust) as a result of the liquidation, even
though no cash will be distributed to pay any taxes. Certificateholders
should consult their own tax advisers in this regard.

The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to exceed
60 business days immediately following the commencement of the

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<PAGE>
Liquidation Period free of brokerage commissions. The Sponsor, on behalf of the
Trustee, will sell, unless prevented by unusual and unforeseen circumstances,
such as, among other reasons, a suspension in trading of a Security, the close
of a stock exchange, outbreak of hostilities and collapse of the economy, on
each business day during the 60 business day period at least a number of shares

of each Security which then remains in the portfolio (based on the number of
shares of each issue in the portfolio) multiplied by a fraction the numerator of
which is one and the denominator of which is the number of days remaining in the
60 business day sales period. The Redemption Price Per Unit upon the settlement
of the last sale of Securities during the 60 business day period will be
distributed to Certificateholders in redemption of such Certificateholders'
interest in the Trust.

Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 60
business day period immediately following the commencement of the Liquidation
Period; depending on the number of sales required, the prices of and demand for
Securities, such sales may tend to depress the market prices and thus reduce the
proceeds of such sales. The Sponsor believes that the sale of underlying
Securities over a 60 business day period as described above is in the best
interest of a Certificateholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than 60 days if, in the Sponsor's judgment, such
sales are in the best interest of Certificateholders. The Sponsor, in
implementing such sales of securities on behalf of the Trustee, will seek to
maximize the sales proceeds and will act in the best interests of the
Certificateholders. There can be no assurance, however, that any adverse price
consequences of heavy trading will be mitigated.

Certificateholders who do not make any election will be deemed to have
elected to receive the termination distribution in cash (option number 2).

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Certificateholder. If the Sponsor so decides, the Sponsor will
notify the Trustee of that decision, and the Trustee will notify the
Certificateholders before the commencement of the Liquidation Period. All
Certificateholders will then elect either option 1, if eligible, or option 2.

By electing to reinvest in the New Series, the Certificateholder indicates
his interest in having his terminating distribution from the Trust invested only
in the New Series created following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Certificateholders a
yearly opportunity to elect to 'rollover' their terminating distributions into a
New Series. The availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a New Series or any other security.
A Certificateholder's election to participate in the reinvestment program will

be treated as an indication of interest only. The Sponsor intends to coordinate
the date of deposit of a future series so that the terminating trust will
terminate contemporaneously with the creation of a New Series.

The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.

THE SPONSOR

The Sponsor, Reich & Tang Distributors L.P. (successor to the Unit
Investment Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited
partnership, is engaged in the brokerage business and is a member of the
National Association of Securities Dealers, Inc. Reich & Tang is also a
registered investment advisor. Reich &

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Tang maintains its principal business offices at 600 Fifth Avenue, New York, New
York 10020. Reich & Tang Asset Management L.P. ('RTAM L.P.'), a registered
investment adviser having its principal place of business at 399 Boylston
Street, Boston, MA 02116, is the 99% limited partner of the Sponsor. RTAM L.P.
is 99.5% owned by New England Investment Companies, L.P. ('NEIC L.P.') and Reich
& Tang Asset Management, Inc., a wholly owned subsidiary of NEIC L.P., owns the
remaining .5% interest of RTAM L.P. and is its general partner. NEIC L.P.'s
general partner is New England Investment Companies, Inc. ('NEIC'), a holding
company offering a broad array of investment styles across a wide range of asset
categories through ten investment advisory/management affiliates and two
distribution affiliates. These affiliates in the aggregate are investment
advisors or managers to over 57 registered investment companies. Reich & Tang is
successor Sponsor to Bear Stearns for numerous series of unit investment trusts,
including, A Corporate Trust, Series 1 (and Subsequent Series), New York
Municipal Trust, Series 1 (and Subsequent Series), New York Discount and Zero
Coupon Fund, 1st Series (and Subsequent Series), Municipal Securities Trust,
Series 1 (and Subsequent Series), 1st Discount Series (and Subsequent Series),
Multi-State Series 1 (and Subsequent Series), Short-Intermediate Term Series 1
(and Subsequent Series), Mortgage Securities Trust, Series 1 (and Subsequent
Series), Insured Municipal Securities Trust, Series 1 (and Subsequent Series)
and 5th Discount Series (and Subsequent Series) and Equity Securities Trust,
Series 1, Signature Series, Gabelli Communications Income Trust (and Subsequent
Series).

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out their contractual obligations.

The Sponsor will be under no liability to Certificateholders for taking any
action, or refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment except in cases of their own willful
misfeasance, bad faith, gross negligence or reckless disregard of their

obligations and duties.

The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.

If at any time the Sponsor shall resign or fail to perform any of its
duties under the Trust Agreement or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public authorities, then the Trustee
may either (a) appoint a successor Sponsor; (b) terminate the Trust Agreement
and liquidate the Trust; or (c) continue to act as Trustee without terminating
the Trust Agreement. Any successor Sponsor appointed by the Trustee shall be
satisfactory to the Trustee and, at the time of appointment, shall have a net
worth of at least $1,000,000.

THE TRUSTEE

The Trustee is The Chase Manhattan Bank (National Association), a national
banking association with its principal executive office located at 1 Chase
Manhattan Plaza, New York, New York 10081 and its unit investment trust office
at 770 Broadway, New York, New York 10003. The Trustee is subject to supervision
by the Comptroller of the Currency, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System.

The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation made
by any independent evaluation service employed by it. In addition, the Trustee
shall not be liable for any taxes or other governmental charges imposed upon or
in respect of the Securities or the Trust which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable

24
<PAGE>
for depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities pursuant to the Trust Agreement.

For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
'Rights of Certificateholders.'

The Trustee may resign by executing an instrument in writing and filing the
same with the Sponsor, and mailing a copy of a notice of resignation to all
Certificateholders. In such an event the Sponsor is obligated to appoint a
successor Trustee as soon as possible. In addition, if the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by public
authorities, the Sponsor may remove the Trustee and appoint a successor as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Certificateholder by the Sponsor. If upon resignation of the
Trustee no successor has been appointed and has accepted the appointment within

thirty days after notification, the retiring Trustee may apply to a court of
competent jurisdiction for the appointment of a successor. The resignation or
removal of the Trustee becomes effective only when the successor Trustee accepts
its appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment by
such successor Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor.

Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.

THE PORTFOLIO CONSULTANT

The Portfolio Consultant is Gabelli Funds, Inc., a New York corporation,
with offices at One Corporate Center at Rye, New York 10580-1430. The Portfolio
Consultant is a registered investment advisor, and with its affiliates, acts as
an investment manager, administrator or advisor for assets aggregating in excess
of $10.0 billion as of September 30, 1995.

The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio
Consultant has been retained by the Sponsor, at its expense, to utilize its
equity expertise in selecting the Securities deposited in the Trust. The
Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of the
Portfolio and make recommendations to the Sponsor regarding the disposition of
the Securities held by the Trust. The responsibility of monitoring the
Securities of the Portfolio means that if the Portfolio Consultant's views
materially change regarding the appropriateness of an investment in any Security
then held in the Trust based upon the investment objectives, guidelines, terms,
parameters, policies and restrictions supplied to the Portfolio Consultant by
the Sponsor, the Portfolio Consultant will notify the Sponsor of such change to
the extent consistent with applicable legal requirements. The Sponsor is not
obligated to adhere to the recommendations of the Portfolio Consultant regarding
the disposition of Securities. The Sponsor has the sole authority to direct the
Trustee to dispose of Securities under the Trust Agreement. The Portfolio
Consultant has no other responsibilities or obligations to the Trust or the
Certificateholders. Investors should be aware that the Portfolio Consultant,
with its affiliates, is an investment adviser for managed investment companies
and managed private accounts that may have similar or different investment
objectives than the Trust. Some of the Securities in the Trust may also be owned
by these other clients of the Portfolio Consultant and its affiliates. However,
because these clients have 'managed' portfolios and may have differing
investment objectives, the Portfolio Consultant may sell certain Securities for
those accounts in instances where a sale of the Trust would be impermissible,
such as to maximize return by taking advantage of market fluctuations.

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<PAGE>
The Portfolio Consultant may resign or may be removed by the Sponsor at any
time on sixty days' prior notice. The Sponsor shall use its best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Portfolio
Consultant. If upon resignation of the Portfolio Consultant no successor has
accepted appointment within sixty days after notice of resignation, the Sponsor
has agreed to perform this function.

EVALUATION OF THE TRUST

The value of the Securities in the Trust portfolio is determined in good
faith by the Trustee on the basis set forth under 'Public Offering--Offering
Price.' The Sponsor and the Certificateholders may rely on any evaluation
furnished by the Trustee and shall have no responsibility for the accuracy
thereof. Determinations by the Trustee under the Trust Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or
Certificateholders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties. The Trustee, the Sponsor and the Certificateholders may
rely on any evaluation furnished to the Trustee by an independent evaluation
service and shall have no responsibility for the accuracy thereof.

TRUST EXPENSES AND CHARGES

All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the Trust
Agreement, registration of the Trust and the Units under the Investment Company
Act of 1940 and the Securities Act of 1933, the initial fees and expenses of the
Trustee, legal expenses and other actual out-of-pocket expenses, will be paid by
the Trust and amortized over the life of the Trust. Offering costs, including
the costs of registering securities with the Securities and Exchange Commission
and the states, will be amortized over the term of the initial offering period,
which may be between 30 and 90 days. All advertising and selling expenses, as
well as any organizational expenses not paid by the Trust, will be borne by the
Sponsors at no cost to the Trust.

The Sponsor will receive for portfolio supervisory services to the Trust an
Annual Fee in the amount set forth under 'Summary of Essential Information' in
Part A. The Sponsor's fee may exceed the actual cost of providing portfolio
supervisory services for the Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all series of the Equity
Securities Trust in any calendar year exceed the aggregate cost to the Sponsor
of supplying such services in such year. (See 'Portfolio Supervision.')

The Trustee will receive, for its ordinary recurring services to the Trust
an annual fee in the amount set forth under 'Summary of Essential Information'
in Part A. For a discussion of the services performed by the Trustee pursuant to
its obligations under the Trust Agreement, see 'Trust Administration' and
'Rights of Certificateholders'.

The Trustee's fees applicable to a Trust are payable monthly as of the
Record Date from the Income Account of the Trust to the extent funds are
available and then from the Principal Account. Both fees may be increased
without approval of the Certificateholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled 'All Services
Less Rent.'

The following additional charges are or may be incurred by the Trust: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the expenses
and costs of any action undertaken by the Trustee to protect the Trust and the
rights and interests of the Certificateholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement;

26
<PAGE>
indemnification of the Trustee for any loss or liability accruing to it without
gross negligence, bad faith or willful misconduct on its part, arising out of or
in connection with its acceptance or administration of the Trust;
indemnification of the Sponsor for any losses, liabilities and expenses incurred
in acting as sponsors of the Trust without gross negligence, bad faith or
willful misconduct on its part; and all taxes and other governmental charges
imposed upon the Securities or any part of the Trust (no such taxes or charges
are being levied, made or, to the knowledge of the Sponsor, contemplated). The
above expenses, including the Trustee's fees, when paid by or owing to the
Trustee are secured by a first lien on the Trust to which such expenses are
charged. In addition, the Trustee is empowered to sell the Securities in order
to make funds available to pay all expenses.

The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any audit expense which exceeds $.50
Cents per Unit. Certificateholders covered by the audit during the year may
receive a copy of the audited financials upon request.

EXCHANGE PRIVILEGE AND CONVERSION OFFER
EXCHANGE PRIVILEGE

Certificateholders will be able to elect to exchange any or all of their
Units of this Trust for Units of one or more of any available series of Equity
Securities Trust, Mortgage Securities Trust, Insured Municipal Securities Trust,
Municipal Securities Trust, New York Municipal Trust, Mortgage Securities Trust
or A Corporate Trust (the 'Exchange Trusts') at a reduced sales charge as set
forth below. Under the Exchange Privilege, the Sponsor's repurchase price during
the initial offering period of the Units being surrendered will be based on the
market value of the Securities in the Trust portfolio or on the aggregate offer
price of the Bonds in the other Trust Portfolios; and, after the initial
offering period has been completed, will be based on the aggregate bid price of
the Bonds in the particular Trust portfolio. Units in an Exchange Trust then
will be sold to the Certificateholder at a price based on the aggregate offer
price of the Bonds in the Exchange Trust portfolio (or for units of Equity

Securities Trust, based on the market value of the underlying securities in the
Trust portfolio) during the initial public offering period of the Exchange
Trust; and after the initial public offering period has been completed, based on
the aggregate bid price of the Bonds in the Exchange Trust Portfolio if its
initial offering has been completed plus accrued interest (or for units of
Equity Securities Trust, based on the market value of the underlying securities
in the Trust portfolio) and a reduced sales charge as set forth below.

Except for Certificateholders who wish to exercise the Exchange Privilege
within the first five months of their purchase of Units of the Trust, the sales
charge applicable to the purchase of units of an Exchange Trust shall be
approximately 1.5% of the price of each Exchange Trust unit (or 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust). For
Certificateholders who wish to exercise the Exchange Privilege within the first
five months of their purchase of Units of the Trust, the sales charge applicable
to the purchase of units of an Exchange Trust shall be the greater of (i)
approximately 1.5% of the price of each Exchange Trust unit (or 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust), or
(ii) an amount which when coupled with the sales charge paid by the
Certificateholder upon his original purchase of Units of the Trust at least
equals the sales charge applicable in the direct purchase of units of an
Exchange Trust. The Exchange Privilege is subject to the following conditions:

1. The Sponsor must be maintaining a secondary market in both the
Units of the Trust held by the Certificateholder and the Units of the
available Exchange Trust. While the Sponsor has indicated its intention to
maintain a market in the Units of all Trusts sponsored by it, the Sponsor
is under no obligation to continue to maintain a secondary market and
therefore there is no assurance that the Exchange Privilege will be
available to a Certificateholder at any specific time in the future. At the
time of the

27
<PAGE>
Certificateholder's election to participate in the Exchange Privilege,
there also must be Units of the Exchange Trust available for sale, either
under the initial primary distribution or in the Sponsor's secondary
market.

2. Exchanges will be effected in whole units only. Any excess proceeds
from the Units surrendered for exchange will be remitted and the selling
Certificateholder will not be permitted to advance any new funds in order
to complete an exchange. Units of the Mortgage Securities Trust may only be
acquired in blocks of 1,000 Units. Units of the Equity Securities Trust may
only be acquired in blocks of 100 Units.

3. The Sponsor reserves the right to suspend, modify or terminate the
Exchange Privilege. The Sponsor will provide Certificateholders of the
Trust with 60 days prior written notice of any termination or material
amendment to the Exchange Privilege, provided that, no notice need be given
if (i) the only material effect of an amendment is to reduce or eliminate

the sales charge payable at the time of the exchange, to add one or more
series of the Trust eligible for the Exchange Privilege or to delete a
series which has been terminated from eligibility for the Exchange
Privilege, (ii) there is a suspension of the redemption of units of an
Exchange Trust under Section 22(e) of the Investment Company Act of 1940,
or (iii) an Exchange Trust temporarily delays or ceases the sale of its
units because it is unable to invest amounts effectively in accordance with
its investment objectives, policies and restrictions. During the 60 day
notice period prior to the termination or material amendment of the
Exchange Privilege described above, the Sponsor will continue to maintain a
secondary market in the units of all Exchange Trusts that could be acquired
by the affected Certificateholders. Certificateholders may, during this 60
day period, exercise the Exchange Privilege in accordance with its terms
then in effect. In the event the Exchange Privilege is not available to a
Certificateholder at the time he wishes to exercise it, the
Certificateholder will immediately be notified and no action will be taken
with respect to his Units without further instructions from the
Certificateholder.

To exercise the Exchange Privilege, a Certificateholder should notify the
Sponsor of his desire to exercise his Exchange Privilege. If Units of a
designated, outstanding series of an Exchange Trust are at the time available
for sale and such Units may lawfully be sold in the state in which the
Certificateholder is a resident, the Certificateholder will be provided with a
current prospectus or prospectuses relating to each Exchange Trust in which he
indicates an interest. He may then select the Trust or Trusts into which he
desires to invest the proceeds from his sale of Units. The exchange transaction
will operate in a manner essentially identical to a secondary market transaction
except that units may be purchased at a reduced sales charge.

EXAMPLE: Assume that after the initial public offering has been completed, a
Certificateholder has five units of a Trust with a current value of $700 per
unit which he has held for more than 5 months and the Certificateholder wishes
to exchange the proceeds for units of a secondary market Exchange Trust with a
current price of $725 per unit. The proceeds from the Certificateholder's
original units will aggregate $3,500. Since only whole units of an Exchange
Trust may be purchased under the Exchange Privilege, the Certificateholder would
be able to acquire four units (or 4,000 Units of the Mortgage Securities Trust
or 400 Units of the Equity Securities Trust) for a total cost of $2,943.50
($2,900 for units and $43.50 for the sales charge). The remaining $556.50 would
be remitted to the Certificateholder in cash. If the Certificateholder acquired
the same number of units at the same time in a regular secondary market
transaction, the price would have been $3,059.50 ($2,900 for units and $159.50
for the sales charge, assuming a 5 1/2% sales charge times the public offering
price).
THE CONVERSION OFFER

Unit owners of any registered unit investment trust for which there is no
active secondary market in the units of such trust (a 'Redemption Trust') will
be able to elect to redeem such units and apply the proceeds of the redemption
to the purchase of available Units of one or more series of Mortgage Securities
Trust, A Corporate Trust, Municipal Securities Trust, Insured Municipal
Securities Trust, Mortgage Securities Trust, New York

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<PAGE>
Municipal Trust or Equity Securities Trust (the 'Conversion Trusts') at the
Public Offering Price for units of the Conversion Trust based on a reduced sales
charge as set forth below. Under the Conversion Offer, units of the Redemption
Trust must be tendered to the trustee of such trust for redemption at the
redemption price, which is based upon the market value of the underlying
securities in the Trust portfolio or the aggregate bid side evaluation of the
underlying bonds in other Trust portfolios and is generally about 1 1/2% to 2%
lower than the offering price for such bonds. The purchase price of the units
will be based on the aggregate offer price of the underlying bonds in the
Conversion Trust portfolio during its initial offering period; or, at a price
based on the aggregate bid price of the underlying bonds if the initial public
offering of the Conversion Trust has been completed, plus accrued interest and a
sales charge as set forth below. If the participant elects to purchase units of
the Equity Securities Trust under the Conversion Offer, the purchase price of
the units will be based, at all times, on the market value of the underlying
securities in the Trust portfolio plus a sales charge.

Except for Certificateholders who wish to exercise the Conversion Offer
within the first five months of their purchase of units of a Redemption Trust,
the sales charge applicable to the purchase of Units of the Conversion Trust
shall be approximately 1.5% of the price of each Unit (or per 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust) For
Certificateholders who wish to exercise the Conversion Offer within the first
five months of their purchase of units of a Redemption Trust, the sales charge
applicable to the purchase of Units of a Conversion Trust shall be the greater
of (i) approximately 1.5% of the price of each Unit (or per 1,000 Units for the
Mortgage Securities Trust or 100 Units for the Equity Securities Trust) or (ii)
an amount which when coupled with the sales charge paid by the Certificateholder
upon his original purchase of units of the Redemption Trust at least equals the
sales charge applicable in the direct purchase of Units of a Conversion Trust.
The Conversion Offer is subject to the following limitations:

1. The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there is no
active secondary market at the time the Certificateholder elects to
participate in the Conversion Offer. At the time of the unit owner's
election to participate in the Conversion Offer, there also must be
available units of a Conversion Trust, either under a primary distribution
or in the Sponsor's secondary market.

2. Exchanges under the Conversion Offer will be effected in whole
units only. Unit owners will not be permitted to advance any new funds in
order to complete an exchange under the Conversion Offer. Any excess
proceeds from units being redeemed will be returned to the unit owner.
Units of the Mortgage Securities Trust may only be acquired in blocks of
1,000 units. Units of the Equity Securities Trust may only be acquired in
blocks of 100 Units.

3. The Sponsor reserves the right to modify, suspend or terminate the

Conversion Offer at any time without notice to unit owners of Redemption
Trusts. In the event the Conversion Offer is not available to a unit owner
at the time he wishes to exercise it, the unit owner will be notified
immediately and no action will be taken with respect to his units without
further instruction from the unit owner. The Sponsor also reserves the
right to raise the sales charge based on actual increases in the Sponsor's
costs and expenses in connection with administering the program, up to a
maximum sales charge of 2% per unit (or per 1,000 units for the Mortgage
Securities Trust or 100 Units for the Equity Securities Trust).

To exercise the Conversion Offer, a unit owner of a Redemption Trust should
notify his retail broker of his desire to redeem his Redemption Trust Units and
use the proceeds from the redemption to purchase Units of one or more of the
Conversion Trusts. If Units of a designated, outstanding series of a Conversion
Trust are at that time available for sale and if such Units may lawfully be sold
in the state in which the unit owner is a resident, the unit owner will be
provided with a current prospectus or prospectuses relating to each Conversion
Trust in which he indicates an interest. He then may select the Trust or Trusts
into which he decides to invest the proceeds

29
<PAGE>
from the sale of his Units. The transaction will be handled entirely through the
unit owner's retail broker. The retail broker must tender the units to the
trustee of the Redemption Trust for redemption and then apply the proceeds to
the redemption toward the purchase of units of a Conversion Trust at a price
based on the aggregate offer or bid side evaluation per Unit of the Conversion
Trust, depending on which price is applicable, plus accrued interest and the
applicable sales charge. The certificates must be surrendered to the broker at
the time the redemption order is placed and the broker must specify to the
Sponsor that the purchase of Conversion Trust Units is being made pursuant to
the Conversion Offer. The unit owner's broker will be entitled to retain $5 of
the applicable sales charge.

EXAMPLE: Assume a unit owner has five units of a Redemption Trust which has
held for more than 5 months with a current redemption price of $675 per unit
based on the aggregate bid price of the underlying bonds and the unit owner
wishes to participate in the Conversion Offer and exchange the proceeds for
units of a secondary market Conversion Trust with a current price of $750 per
Unit. The proceeds for the unit owner's redemption of units will aggregate
$3,375. Since only whole units of a Redemption Trust may be purchased under the
Conversion Offer, the unit owner will be able to acquire four units of the
Conversion Trust (or 4,000 units of the Mortgage Securities Trust or 400 Units
of the Equity Securities Trust) for a total cost of $3,045 ($3,000 for units and
$45 for the sales charge). The remaining $330 would be remitted to the unit
owner in cash. If the unit owner acquired the same number of Conversion Trust
units at the same time in a regular secondary market transaction, the price
would have been $3,165 ($3,000 for units and $165 sales charge, assuming a
5 1/2% sales charge times the public offering price).
TAX CONSEQUENCES OF THE EXCHANGE
PRIVILEGE AND THE CONVERSION OFFER

A surrender of Units pursuant to the Exchange Privilege or the Conversion

Offer will constitute a 'taxable event' to the Certificateholder under the
Internal Revenue Code. The Certificateholder will realize a tax gain or loss
that will be of a long- or short-term capital or ordinary income nature
depending on the length of time the units have been held and other factors. (See
'Tax Status'.) A Certificateholder's tax basis in the Units acquired pursuant to
the Exchange Privilege or Conversion Offer will be equal to the purchase price
of such Units. Investors should consult their own tax advisors as to the tax
consequences to them of exchanging or redeeming units and participating in the
Exchange Privilege or Conversion Offer.

OTHER MATTERS

LEGAL OPINIONS

The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Battle Fowler LLP, 75 East 55th Street,
New York, New York 10020 as counsel for the Sponsor. Carter, Ledyard & Milburn,
Two Wall Street, New York, New York 10005 have acted as counsel for the Trustee.

INDEPENDENT AUDITORS

The Statement of Condition and Portfolio are included herein in reliance
upon the report of KPMG Peat Marwick LLP, independent auditors, and upon the
authority of said firm as experts in accounting and auditing.

<PAGE>

I am the owner of _________________ units of Equity Securities Trust,
Series ____________ Signature Series, Gabelli Entertainment and Media
Trust.

I would like to learn more about The Treasurer's Fund, U.S. Treasury
Money Market Portfolio including charges and expenses. I understand that
my request for more information about this fund in no way obligates me to
participate in the reinvestment option, and that this request form is not
an offer to sell. Please send me more information, including a copy of
the current prospectus of [
].

Date ______________________________, 199__

- ------------------------------------- ------------------------------------
Registered Holder (Print) Registered Holder (Print)

- ------------------------------------- ------------------------------------
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)

My Brokerage Firm's Name _________________________________________________

Name _____________________________________________________________________

Address, City & State ____________________________________________________

Broker's Name _____________ Broker's No. _________________________________

MAIL TO

THE TREASURER'S FUND
19 OLD KINGS HIGHWAY SOUTH
DARIEN, CONNECTICUT 06820-4526

<PAGE>

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN PARTS A AND B OF THIS PROSPECTUS; AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST, THE TRUSTEE OR THE SPONSOR. THE TRUST IS
REGISTERED AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940.
SUCH REGISTRATION DOES NOT IMPLY THAT THE TRUST OR ANY OF ITS UNITS HAVE BEEN
GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES OR ANY STATE
OR ANY AGENCY OR OFFICER THEREOF.

------------------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE SUCH OFFER IN SUCH STATE.

TABLE OF CONTENTS

Title Page
- ----- ----
<S> <C>
PART A
Summary of Essential Information.............. A-2
Independent Auditors' Report.................. A-7
Statement of Condition........................ A-8
Portfolio..................................... A-9
Underwriting Syndicate........................ A-10

PART B
The Trust..................................... 1
Risk Considerations........................... 5
Public Offering............................... 11
Rights of Certificateholders.................. 13
Tax Status.................................... 15
Liquidity..................................... 17
Total Reinvestment Plan....................... 20
Trust Administration.......................... 20
Trust Expenses and Charges.................... 27
Exchange Privilege and Conversion Offer....... 28
Other Matters................................. 31
</TABLE>

PARTS A AND B OF THIS PROSPECTUS DO NOT CONTAIN ALL OF THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENT AND EXHIBITS RELATING THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES
ACT OF 1933, AND THE INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS
MADE.

[LOGO]

EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND
MEDIA TRUST

(UNIT INVESTMENT TRUST)

PROSPECTUS

DATED: NOVEMBER 16, 1995

SPONSOR:

REICH & TANG DISTRIBUTORS, INC.
600 Fifth Avenue
New York, New York 10022
212-830-5200

PORTFOLIO CONSULTANT:

GABELLI FUNDS, INC.
One Corporate Center
Rye, New York 10580-1430

TRUSTEE:

THE CHASE MANHATTAN BANK, N.A.
770 Broadway
New York, N.Y. 10003