EQUITY SECURITIES TRUST SERIES 6, S-6EL24/A, 1995-11-16

EQUITY SECURITIES TRUST SERIES 6
S-6EL24/A, 1995-11-16

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1995

REGISTRATION NO. 33-62627

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------

A. EXACT NAME OF TRUST:

Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust

B. NAME OF DEPOSITOR:

Reich & Tang Distributors L.P.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

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COPY OF COMMENTS TO:
Peter J. DeMarco MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors L.P. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858
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E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Equity Securities Trust, Series 6,

Signature Series, Gabelli Entertainment and Media Trust is being
registered under the Securities Act of 1933 pursuant to Section 24(f) of
the Investment Company Act of 1940, as amended, and Rule 24f-2
thereunder.

F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:

Indefinite

G. AMOUNT OF FILING FEE:

$500* (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the Registration
Statement.

/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.

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*Previously Paid.

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

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404 OF REGULATION C
UNDER THE SECURITIES ACT OF 1933

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION AS
TO THE PROSPECTUS IN FORM S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust.................... Front cover of Prospectus
(b) Title of securities issued....... Front cover of Prospectus
2. Name and address of each depositor... The Sponsor
3. Name and address of trustee.......... The Trustee
4. Name and address of principal
underwriters....................... Distribution of Units
5. State of organization of trust....... Organization
6. Execution and termination of trust
agreement.......................... Trust Agreement, Amendment and
Termination
7. Changes of name...................... Not Applicable
8. Fiscal year.......................... Not Applicable
9. Litigation........................... None

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. (a) Registered or bearer
securities......................... Certificates
(b) Cumulative or distributive
securities......................... Interest and Principal Distributions
(c) Redemption....................... Trustee Redemption
(d) Conversion, transfer, etc........ Certificates, Sponsor's Repurchase,
Trustee Redemption
(e) Periodic payment plan............ Not Applicable
(f) Voting rights.................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders..... Records, Portfolio, Substitution of
Securities, Trust Agreement,
Amendment and Termination, The
Sponsor, The Trustee
(h) Consents required................ Trust Agreement, Amendment and
Termination
(i) Other provisions................. Tax Status
11. Type of securities comprising
units.............................. Objectives, Portfolio, Portfolio
Summary

12. Certain information regarding
periodic payment certificates...... Not Applicable
13. (a) Load, fees, expenses, etc........ Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts,
Sponsor's Profits, Trust Expenses
and Charges
(b) Certain information regarding
periodic payment certificates... Not Applicable
(c) Certain percentages.............. Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts

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FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
(d) Price differences................ Volume and Other Discounts,
Distribution of Units
(e) Other loads, fees, expenses...... Certificates
(f) Certain profits receivable by
depositors, principal
underwriters, trustee or
affiliated persons.............. Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to
income............................. Not Applicable
14. Issuance of trust's securities....... Organization, Certificates
15. Receipt and handling of payments from
purchasers......................... Organization
16. Acquisition and disposition of
underlying securities.............. Organization, Objectives, Portfolio,
Portfolio Supervision
17. Withdrawal or redemption............. Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor's
Repurchase, Trustee Redemption
18. (a) Receipt, custody and disposition
of income.......................... Distributions, Dividend and Principal
Distributions, Portfolio
Supervision
(b) Reinvestment of distributions.... Not Applicable
(c) Reserves or special funds........ Dividend and Principal Distributions
(d) Schedule of distributions........ Not Applicable
19. Records, accounts and reports........ Records
20. Certain miscellaneous provisions of
trust agreement....................
(a) Amendment........................ Trust Agreement, Amendment and
Termination
(b) Termination...................... Trust Agreement, Amendment and
Termination
(c) and (d) Trustee, removal and
successor.......................... The Trustee

(e) and (f) Depositor, removal and
successor.......................... The Sponsor
21. Loans to security holders............ Not Applicable
22. Limitations on liability............. The Sponsor, The Trustee, The
Evaluator
23. Bonding arrangements................. Part II - Item A
24. Other material provisions of trust
agreement.......................... Not Applicable

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor............ The Sponsor
26. Fees received by depositor........... Not Applicable
27. Business of depositor................ The Sponsor
28. Certain information as to officials
and affiliated persons of
depositor.......................... Not Applicable
29. Voting securities of depositor....... Not Applicable
30. Persons controlling depositor........ Not Applicable
31. Payments by depositor for certain
services rendered to trust......... Not Applicable
32. Payments by depositor for certain
other services rendered to trust... Not Applicable
33. Remuneration of employees of
depositor for certain services
rendered to trust.................. Not Applicable
34. Remuneration of other persons for
certain services rendered to
trust.............................. Not Applicable

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FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------

IV. DISTRIBUTION AND REDEMPTION OF SECURITIES

35. Distribution of trust's securities by
states............................. Distribution of Units
36. Suspension of sales of trust's
securities......................... Not Applicable
37. Revocation of authority to
distribute......................... None
38. (a) Method of distribution........... Distribution of Units
(b) Underwriting agreements.......... Distribution of Units
(c) Selling agreements............... Distribution of Units
39. (a) Organization of principal
underwriters....................... The Sponsor
(b) N.A.S.D. membership of principal
underwriters.................... The Sponsor
40. Certain fees received by principal
underwriters....................... The Sponsor

41. (a) Business of principal
underwriters....................... The Sponsor
(b) Branch offices of principal
underwriters....................... The Sponsor
(c) Salesmen of principal
underwriters....................... The Sponsor
42. Ownership of trust's securities by
certain persons.................... Not Applicable
43. Certain brokerage commissions
received by principal
underwriters....................... Not Applicable
44. (a) Method of valuation.............. Summary of Essential Information,
Market for Units, Offering Price,
Accrued Interest, Volume and Other
Discounts, Distribution of Units,
Comparison of Public Offering
Price, Sponsor's Repurchase Price
and Redemption Price, Sponsor's
Repurchase, Trustee Redemption
(b) Schedule as to offering price.... Summary of Essential Information
(c) Variation in offering price to
certain persons.................... Distribution of Units, Volume and
Other Discounts
45. Suspension of redemption rights...... Not Applicable
46. (a) Redemption valuation............. Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, and Redemption
Price, and Trustee Redemption
(b) Schedule as to redemption
price.............................. Summary of Essential Information
47. Maintenance of position in underlying
securities......................... Comparison of Public Offering Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor's
Repurchase, Trustee Redemption

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of
trustee............................ The Trustee
49. Fees and expenses of trustee......... Trust Expenses and Charges
50. Trustee's lien....................... Trust Expenses and Charges

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's
securities......................... None

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities...................... Objectives, Portfolio, Portfolio

Supervision, Substitution of
Securities
(b) Transactions involving
elimination of underlying
securities...................... Not Applicable

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FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------
(c) Policy regarding substitution or
elimination of underlying
securities...................... Substitution of Securities
(d) Fundamental policy not otherwise
covered......................... Not Applicable
53. Tax status of trust.................. Tax Status

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during last ten
years.............................. Not Applicable
55. Hypothetical account for issuers of
periodic payment plans............. Not Applicable
56. Certain information regarding
periodic payment certificates...... Not Applicable
57. Certain information regarding
periodic payment plans............. Not Applicable
58. Certain other information regarding
periodic payment plans............. Not Applicable
59. Financial statements (Instruction
1(c) to Form S-6).................. Statement of Financial Condition

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[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

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

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

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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.
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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.
ANNUAL ESTIMATED ORGANIZATIONAL EXPENSES***: $.17 per 100 units
ESTIMATED OFFERING COSTS ***:$.19 per 100 units
PORTFOLIO CONSULTANT: Gabelli Funds, Inc.
OTHER ANNUAL FEES AND EXPENSES: $.32 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 charged to paid-in capital no later than the close 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 either
forward the distributed securities to the Certificateholder or sell the
securities on behalf of the redeeming Certificateholder and distribute the
proceeds (net of any brokerage commissions or other expenses incurred in the
sale) to the Certificateholder. 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:

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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%
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A-2

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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.

Portfolio Consultant's responsibilities.

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

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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
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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
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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>

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 MONTHLY 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: 84.55%
Broadcasting: 4.97%
1 33 Shs. BHC Communications, Inc. 1.49% 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. 0.99% 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. 3.26% 64.500 6,514
38 123 Shs. BCE Inc. 2.00% 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>

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
------------
Common Stock Sub-Total 170,069
------------
ADRs: 15.45%
Broadcasting: 2.01%
49 248 Shs. Grupo Televisa S.A. 2.01% 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
------------
ADRs Sub-Total 30,889
------------
Total Investment in Securities 199,952
------------
------------
</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:

<TABLE>
<CAPTION>
SPONSOR'S PROFIT/LOSS
SPONSOR'S (INITIAL DATE
PURCHASE PRICE OF DEPOSIT)
- --------------- ----------------------
<S> <C>
$200,952 ($230)
</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. ............................ 29.75%
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
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
NORI, HENNION, WALSH, INC. ................................ 2.50
3799 Route 46, Suite 102
Parsippany, NJ 07054
</TABLE>

A-11
<PAGE>
UNDERWRITING SYNDICATE

<TABLE>

<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
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
ADVEST, INC. .............................................. .50
280 Trumbull Street
Hartford, CT 06103
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
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
JURAN & MOODY, INC. ....................................... .50
400 North Robert Street, Suite 800
St. Paul, MN 55101
</TABLE>

A-12
<PAGE>
UNDERWRITING SYNDICATE

<TABLE>
<CAPTION>
% OF
EST SERIES 6

------------
<S> <C>
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
SMITH BARNEY INC. ......................................... .50
388 Greenwich Street
New York, NY 10013
</TABLE>

A-13
<PAGE>
UNDERWRITING SYNDICATE

<TABLE>
<CAPTION>
% OF
EST SERIES 6
------------
<S> <C>
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

10
<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), the Portfolio Consultant, and of any underwriter of the
Trust 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. 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.

11
<PAGE>
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.

FREQUENT BUYER PROGRAM

Any dealer, underwriter, or firm whose total combined purchases of the
Trust and other unit investment trusts sponsored by Reich & Tang Distributors
L.P. ('MST/EST Units') from Reich & Tang Distributors L.P. in a single calendar
month fall in any of the levels listed below, will be paid an additional
concession.

12
<PAGE>

<TABLE>
<CAPTION>
ADDITIONAL
CONCESSION
AGGREGATE MONTHLY (PER 100 UNITS)

AMOUNT OF MST/EST SOLD
- -------------------------------------------------------------------------- ---------------
<S> <C>
$1,000,000 but less than $2,000,000....................................... $0.50
$2,000,000 but less than $4,500,000....................................... $1.00
$4,500,000 but less than $7,000,000....................................... $1.50
$7,000,000 or more........................................................ $2.00
</TABLE>

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

13
<PAGE>

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 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.

<PAGE>
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

15
<PAGE>
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

16
<PAGE>
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

17
<PAGE>
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.

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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 ach 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, except that the Sponsor may
instruct the Trustee to

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accept such an offer or to take any other action with respect thereto as the
Sponsor may deem proper if the issuer failed to declare or pay, or the Sponsor
anticipates such issuer will fail to declare or pay, anticipated dividends with
respect thereto.

Any property received by the Trustee after the initial Date of Deposit 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

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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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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

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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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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 charged to paid-in capital no later than the close 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;

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<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

<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

<PAGE>
PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A -- BONDING ARRANGEMENTS

The employees of Reich & Tang Distributors L.P. are covered under a
Brokers' Blanket Policy, Standard Form 14 with an aggregate annual coverage of
$15 million.

ITEM B -- CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.

Written consents of the following persons:

Battle Fowler LLP (included in Exhibit 99.3.1)

KPMG Peat Marwick LLP

Gabelli Funds, Inc.

The following exhibits:

<TABLE>
<S> <C>
*99.1.1 -- Reference Trust Agreement including certain amendments to the
Trust Indenture and Agreement referred to under Exhibit 99.1.1.1
below.
*99.1.1.1 -- Form of Trust Indenture and Agreement.
99.1.3.4 -- Certificate of Formation and Agreement among Limited Partners, as
amended, of Reich & Tang Distributors L.P. (filed as Exhibit
99.1.3.4 to Post-Effective Amendment No. 10 to Form S-6
Registration Statements Nos. 2-98914, 33-00376, 33-00856 and
33-01869 of Municipal Securities Trust, Series 28, 39th Discount
Series, Series 29 & 40th Discount Series and Series 30 & 41st
Discount Series, respectively, on October 31, 1995 and
incorporated herein by reference).

*99.1.4 -- Form of Agreement Among Underwriters.
*99.2.1 -- Form of Certificate.
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the securities
being registered, including their consent to the filing thereof
and to the use of their name under the headings 'Tax Status' and
'Legal Opinions' in the Prospectus, and to the filing of their
opinion regarding tax status of the Trust.
*99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P., the
Depositor, by its officers and a majority of its Directors.
*99.27 -- Financial Data Schedule (for EDGAR filing only)

</TABLE>

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

* Filed herewith.

II-1

<PAGE>
UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
EQUITY SECURITIES TRUST, SERIES 6, SIGNATURE SERIES, GABELLI ENTERTAINMENT AND
MEDIA TRUST HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, HEREUNTO DULY AUTHORIZED, IN THE
CITY OF NEW YORK AND STATE OF NEW YORK ON THE 16TH DAY OF NOVEMBER, 1995.

EQUITY SECURITIES TRUST, SERIES 6,
SIGNATURE SERIES, GABELLI
ENTERTAINMENT AND MEDIA TRUST
(Registrant)

REICH & TANG DISTRIBUTORS L.P.
(Depositor)
By: Reich & Tang Asset
Management, Inc.

By /s/ PETER J. DEMARCO
----------------------------

Peter J. DeMarco

(Authorized Signator)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS, WHO CONSTITUTE THE PRINCIPAL OFFICERS AND A MAJORITY OF THE DIRECTORS
OF REICH & TANG ASSET MANAGEMENT, INC., GENERAL PARTNER OF REICH & TANG
DISTRIBUTORS L.P., THE DEPOSITOR, IN THE CAPACITIES AND ON THE DATES INDICATED.

NAME TITLE DATE
- --------------------- ----------------------------- --------------------------
<S> <C> <C>
PETER S. VOSS President, Chief Executive )
Officer and )
Director )
)
)
G. NEAL RYLAND Executive Vice President, ) November 16, 1995
Treasurer and )
Chief Financial Officer )
)
EDWARD N. WADSWORTH Clerk )
)
RICHARD E. SMITH III Director )
)
STEVEN W. DUFF Director ) By /s/ PETER J. DEMARCO
) -----------------------
) Peter J. DeMarco
BERNADETTE N. FINN Vice President ) Attorney-in-Fact*
)
LORRAINE C. HYSLER Secretary )
)
RICHARD DE SANCTIS Vice President and Treasurer )
</TABLE>

- ------------
* An executed copy of the power of attorney is filed herewith.

II-2

<PAGE>
CONSENT OF INDEPENDENT AUDITORS

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

We hereby consent to the use of our report dated November 16, 1995 included
herein and to the reference to our Firm under the heading 'Independent Auditors'
in the Prospectus.

KPMG PEAT MARWICK LLP

New York, New York

November 16, 1995

II-3

<PAGE>
CONSENT OF PORTFOLIO CONSULTANT

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

We hereby consent to the use of the name 'Gabelli' included herein and to
the reference to our Firm in the Prospectus.

GABELLI FUNDS, INC.

Rye, N.Y.
November 16, 1995

II-4

Registration No. 33-62627
===========================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

----------

Exhibits

Filed With

Amendment No. 1

Form S-6

For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2

----------

EQUITY SECURITIES TRUST, SERIES 6,

SIGNATURE SERIES, GABELLI

ENTERTAINMENT AND MEDIA TRUST

===========================================================================

<PAGE>
INDEX TO EXHIBITS

Page No.
--------

99.1.1 -- Reference Trust Agreement including certain amendments
to the Trust Indenture and Agreement referred to under
Exhibit 99.1.1.1 below. . . . . . . . . . . . . . . . . .

99.1.1.1 -- Form of Trust Indenture and Agreement . . . . . . . . . .

99.1.3.4 -- Certificate of Formation and Agreement among Limited
Partners, as amended, of Reich & Tang Distributors L.P.
(filed as Exhibit 99.1.3.4 to Post-Effective Amendment
No. 10 to Form S-6 Registration Statements Nos.
2-98914, 33-00376, 33-00856 and 33-01869 of Municipal
Securities Trust, Series 28, 39th Discount Series,
Series 29 & 40th Discount Series and Series 30 & 41st
Discount Series, respectively, on October 31, 1995 and
incorporated herein by reference)

99.1.4 -- Form of Agreement Among Underwriters. . . . . . . . . . .

99.2.1 -- Form of Certificate . . . . . . . . . . . . . . . . . . .

99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to
the filing thereof and to the use of their name under
the headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding
tax status of the Trust . . . . . . . . . . . . . . . . .

99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P., by
its officers and a majority of its Directors. . . . . . .

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

REFERENCE TRUST AGREEMENT

This Reference Trust Agreement (the "Agreement") dated November
16, 1995 between Reich & Tang Distributor L.P., as Depositor and The Chase
Manhattan Bank (National Association), as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust, and Subsequent Series, Trust
Indenture and Agreement" dated November 16, 1995 and as amended in part by
this Agreement (collectively, such documents hereinafter called the
"Indenture and Agreement"). This Agreement and the Indenture, as
incorporated by reference herein, will constitute a single instrument.

WITNESSETH THAT:

WHEREAS, this Agreement is a Reference Trust Agreement as defined
in Section 1.1 of the Indenture, and shall be amended and modified from
time to time by an Addendum as defined in Section 1.1 (1) of the Indenture,
such Addendum setting forth any Additional Securities as defined in Section
1.1 (2) of the Indenture;

WHEREAS, the Depositor wishes to deposit Securities, and any
Additional Securities as listed on any Addendums hereto, into the Trust and
issue Units, and Additional Units as the case maybe, in respect thereof
pursuant to Sections 2.1 and 2.6 of the Indenture; and

NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee as follows:

Part I

STANDARD TERMS AND CONDITIONS OF TRUST

Section 1. Subject to the provisions of Part II hereof, all
the provisions contained in the Indenture are herein incorporated by
reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had
been set forth in full in this instrument.

<PAGE>

Section 2. This Reference Trust Agreement may be amended and
modified by Addendums, attached hereto, evidencing the purchase of
Additional Securities which have been deposited to effect an increase over
the number of Units initially specified in Part II of this Reference Trust
Agreement ("Additional Closings"). The Depositor and Trustee hereby agree
that their respective representations, agreements and certifications
contained in the Closing Memorandum dated November 16, 1995, relating to
the initial deposit of Securities continue as if such representations,
agreements and certifications were made on the date of such Additional

Closings and with respect to the deposits made therewith, except as such
representations, agreements and certifications relate to their respective
By-Laws and as to which they each represent that their has been no
amendment affecting their respective abilities to perform their respective
obligations under the Indenture.

Part II

SPECIAL TERMS AND CONDITIONS OF TRUST

Section 1. The following special terms and conditions are hereby
agreed to:

(a) The Securities (including Contract Securities) listed in
Schedule A hereto have been deposited in the Trust under this Agreement.

(b) The number of Units delivered by the Trustee in exchange for
the Securities referred to in Section 2.3 is 20,806.

(c) For the purposes of the definition of Unit in item (22) of
Section 1.1, the fractional undivided interest in and ownership of the
Trust initially is 1/20806 as of the date hereof.

(d) The term Record Date shall mean the first day of March, June,
September and December commencing on March 1, 1995.

(e) The term Distribution Date shall mean the fifteenth day of
the month on which a Record Date occurs (or the last business day prior
thereto) commencing on March 15, 1996.

(f) The First Settlement Date shall mean November 21, 1995.

(g) For purposes of Section 6.1(g), the liquidation amount is
hereby specified to be 40% of the aggregate value of the Securities at the
completion of the Deposit Period.

<PAGE>

(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.94 per 100 Units.

rate per 100 Units number of Units outstanding

$0.76 100,000,000 or more
$0.84 50,000,000 - 99,999,999
$0.94 49,999,999 or less

(i) For purposes of Section 7.4, the Depositor's maximum annual

supervisory fee is hereby specified to be $.25 per 100 Units outstanding.

(j) The Termination Date shall be November 16, 1998 or the
disposition of the last Security in the Trust.

(k) The fiscal year for the Trust shall end on June 30 of each
year.

(l) For purposes of this Series of Equity Securities Trust, the
form of Certificate set forth in Indenture shall be appropriately modified
to reflect the title of this Series and represent as set forth above.

IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.

[Signatures on separate pages]

<PAGE>

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), Trustee

By: /s/ Thomas J. Centrone
----------------------------
Vice President

STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On this 9th day of November, 1995, before me personally
appeared Thomas J. Centrone, to me known, who being by me duly
sworn, said that he is an Authorized Signator of The Chase Manhattan Bank
(National Association), one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation and that he signed his name thereto by like authority.

/s/ Dorothy S. Bochino
-------------------------
Notary Public

DOROTHY S. BOCHINO
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01BO4950864
EXP. 5-8-97

<PAGE>

REICH & TANG DISTRIBUTORS L.P.
Depositor

By: Reich & Tang Asset Management, Inc.,
as General Partner of Depositor

By: /s/ Peter J. DeMarco
---------------------------
Authorized Signator

STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )

On this 15th day of November, 1995, before me personally
appeared Peter J. DeMarco, to me known, who being by me duly sworn, said
that he is an Authorized Signator of Reich & Tang Asset Management, Inc. as
General Partner of the Depositor, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name
thereto by authority of the Board of Directors of said corporation.

/s/ Teresa Scilla
-----------------------------
Notary Public
Notary Public, State of New York
No. 31-4752672
Qualified in the County of New York
Term Expires 8/31/96

<PAGE>
Schedule A
EQUITY SECURITIES TRUST
SERIES 6
SIGNATURE SERIES
GABELLI ENTERTAINMENT AND MEDIA TRUST
PORTFOLLO

AS OF NOVEMBER 16, 1995

A MONTHLY PAYMENT SERIES

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. 3.26% 64.500 6,514
38 123 Shs. BCE Inc. 2.00% 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>

<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
------------
Common Stock Sub-Total 170,069
------------
ADRs: 15.45%
Broadcasting: 2.01%
49 248 Shs. Grupo Televisa S.A. 2.01% 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
------------
ADRs Sub-Total 30,889
------------
Total Investment in Securities 199,952
------------
------------
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Trust.

(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:

<TABLE>
<CAPTION>
SPONSOR'S PROFIT/LOSS
SPONSOR'S (INITIAL DATE
PURCHASE PRICE OF DEPOSIT)
- --------------- ----------------------
<S> <C>
$200,952 ($230)
</TABLE>

EQUITY SECURITIES TRUST

SERIES 6

SIGNATURE SERIES, GABELLI ENTERTAINMENT AND MEDIA TRUST

for all series formed on or subsequent to the effective
date specified below

__________

TRUST INDENTURE AND AGREEMENT

Between

REICH & TANG DISTRIBUTORS L.P.
As Depositor

and

THE CHASE MANHATTAN BANK, N.A.
As Trustee

__________

Dated: November 16, 1995

TRUST INDENTURE AND AGREEMENT

EQUITY SECURITIES TRUST

SERIES 6

Signature Series, Gabelli Entertainment and Media Trust
and Subsequent Series

CONTENTS

Article and Section Page

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 DEFINITIONS; CERTIFICATES . . . . . . . . . . . 2
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . 2
Section 1.2. Form of Certificate . . . . . . . . . . . . . . 5

ARTICLE 2 DEPOSIT OF SECURITIES; DECLARATION
OF TRUST; FORM AND ISSUANCE OF
CERTIFICATES. . . . . . . . . . . . . . . . . 8
Section 2.1. Deposit of Securities . . . . . . . . . . . . . 8
Section 2.2. Declaration of Trust. . . . . . . . . . . . . . 8
Section 2.3. Issue of Certificates . . . . . . . . . . . . . 8
Section 2.4. Form of Certificates. . . . . . . . . . . . . . 8
Section 2.5. Certain Contracts Satisfactory. . . . . . . . . 9
Section 2.6. Deposit of Additional Securities. . . . . . . . 9

ARTICLE 3 ADMINISTRATION OF TRUST . . . . . . . . . . . . 10
Section 3.1. Initial Cost. . . . . . . . . . . . . . . . . . 10
Section 3.2. Income Account. . . . . . . . . . . . . . . . . 10
Section 3.3. Principal Account . . . . . . . . . . . . . . . 10
Section 3.4. Reserve Account . . . . . . . . . . . . . . . . 11
Section 3.5. Payments and Distributions. . . . . . . . . . . 11
Section 3.6. Distribution Statements . . . . . . . . . . . . 16
Section 3.7. Substitute Securities . . . . . . . . . . . . . 17
Section 3.8. Sale of Securities. . . . . . . . . . . . . . . 18
Section 3.9. Counsel . . . . . . . . . . . . . . . . . . . . 19
Section 3.10. Notice and Sale by Trustee. . . . . . . . . . . 19
Section 3.11. Refunding Securities. . . . . . . . . . . . . . 20
Section 3.12. Notice of Actions . . . . . . . . . . . . . . . 20
Section 3.13. Notice of Change in Principal
Account . . . . . . . . . . . . . . . . . . . 20
Section 3.14. Extraordinary Distributions . . . . . . . . . . 20

ARTICLE 4 EVALUATION OF SECURITIES. . . . . . . . . . . . 21
Section 4.1. Evaluation of Securities. . . . . . . . . . . . 21
Section 4.2. Tax Reports . . . . . . . . . . . . . . . . . . 22
Section 4.3. Liability of Trustee with respect
to Evaluations. . . . . . . . . . . . . . . . 22

-i-

ARTICLE 5 TRUST EVALUATION, REDEMPTION,
PURCHASE, TRANSFER, INTERCHANGE
OR REPLACEMENT OF CERTIFICATES. . . . . . . . 22
Section 5.1. Trust Evaluation. . . . . . . . . . . . . . . . 22
Section 5.2. Redemptions by Trustee; Purchases
by Depositor. . . . . . . . . . . . . . . . . 23
Section 5.3. Transfer or Interchange of
Certificates. . . . . . . . . . . . . . . . . 26
Section 5.4. Certificates Mutilated, Destroyed,
Stolen or Lost. . . . . . . . . . . . . . . . 27

ARTICLE 6 TRUSTEE; REMOVAL OF DEPOSITOR . . . . . . . . . 27
Section 6.1. General Definition of Trustee's
Liabilities, Rights and Duties;
Removal of Depositor. . . . . . . . . . . . . 27
Section 6.2. Books, Records and Reports. . . . . . . . . . . 31
Section 6.3. Indenture and List of Securities on
File. . . . . . . . . . . . . . . . . . . . . 32
Section 6.4. Compensation. . . . . . . . . . . . . . . . . . 32
Section 6.5. Removal and Resignation of the
Trustee; Successor. . . . . . . . . . . . . . 33
Section 6.6. Qualifications of Trustee . . . . . . . . . . . 34

ARTICLE 7 DEPOSITOR . . . . . . . . . . . . . . . . . . . 35
Section 7.1. Succession. . . . . . . . . . . . . . . . . . . 35
Section 7.2. Resignation of Depositor. . . . . . . . . . . . 35
Section 7.3. Liability of Depositor and
Indemnification . . . . . . . . . . . . . . . 35
Section 7.4. Compensation. . . . . . . . . . . . . . . . . . 37

ARTICLE 8 RIGHTS OF CERTIFICATEHOLDERS. . . . . . . . . . 38
Section 8.1. Beneficiaries of Trust. . . . . . . . . . . . . 38
Section 8.2. Rights, Terms and Conditions. . . . . . . . . . 38

ARTICLE 9 ADDITIONAL COVENANTS; MISCELLANEOUS
PROVISIONS. . . . . . . . . . . . . . . . . . 39
Section 9.1. Amendments. . . . . . . . . . . . . . . . . . . 40
Section 9.2. Termination . . . . . . . . . . . . . . . . . . 40
Section 9.3. Construction. . . . . . . . . . . . . . . . . . 42
Section 9.4. Registration of Certificates. . . . . . . . . . 42
Section 9.5. Written Notice. . . . . . . . . . . . . . . . . 43
Section 9.6. Severability. . . . . . . . . . . . . . . . . . 43
Section 9.7. Dissolution of Depositor Not to
Terminate . . . . . . . . . . . . . . . . . . 43

-ii-

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

TRUST INDENTURE AND AGREEMENT
DATED NOVEMBER 16, 1995

This Trust Indenture and Agreement ("Indenture") dated
November 16, 1995, between Reich & Tang Distributors L.P., as
Depositor and The Chase Manhattan Bank, N.A., as Trustee.

WITNESSETH THAT

In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree
as follows:

INTRODUCTION

The Depositor concurrently with the execution and
delivery hereof is establishing Equity Securities Trust,
Series 6, Signature Series, Gabelli Entertainment and Media Trust
(and subsequent Series), wherein certain securities consisting of
common stock, American Depository Receipts ("ADRs") and contracts
and funds for the purchase of such securities (collectively, the
"Securities") will be deposited by the Depositor, to be held by
the Trustee in trust for the use and benefit of the registered
holders of certificates of ownership (the "Certificateholders")
to be issued as hereinafter provided. The parties hereto are
entering into this Indenture for the purpose of establishing
certain of the terms, covenants and conditions of Equity
Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust and of each additional series of
such Trust which may be established from time to time hereafter.
For Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust and each subsequent series of the
Equity Securities Trust (sometimes referred to herein as the
"Trust") (as to which this Indenture is to be applicable) the
parties hereto shall execute a separate Reference Trust Agreement
incorporating by reference this Indenture and effecting any
amendment, supplement or variation from or to such incorporation
by reference with respect to the related series and specifying
for that series (i) the Securities deposited in trust and the
number of Units delivered by the Trustee in exchange for the
Securities pursuant to Section 2.3; (ii) the initial fractional
undivided interest represented by each Unit; (iii) the first and
subsequent Record Dates; (iv) the first and subsequent
Distribution Dates; (v) the First Settlement Date; (vi) the
liquidation amount for purposes of Section 6.1(g); (vii) the

Trustee's fee; (viii) the Depositor's fee; (ix) the Termination
Date; and (x) any other change or addition contemplated or
permitted by this Indenture.

ARTICLE 1

DEFINITIONS; CERTIFICATES

Section 1.1. Definitions: Whenever used in this
Indenture the following words and phrases, unless the context
clearly indicates otherwise, shall have the following meanings:

(1) "Addendum to the Reference Trust Agreement" shall
mean the addendum which evidences the Additional Securities
deposited into the Trust and the number of Additional Units
created.

(2) "Additional Securities" shall mean such Securities
as are listed in Supplementary Schedules to Addendums to the
Reference Trust Agreement and which have been deposited to effect
an increase over the number of Units initially specified in the
Reference Trust Agreement.

(3) "Additional Units" shall mean such Units as are
issued in respect of Additional Securities.

(4) "Business Day" shall mean any day other than a
Saturday, Sunday, or other day on which the New York Stock
Exchange is closed for trading, a legal holiday in the City of
New York, or a day on which banking institutions are authorized
by law to close.

(5) "Certificate" shall mean any one of the
certificates substantially in the form hereinafter recited
executed by the Trustee and the Depositor evidencing ownership of
an undivided fractional interest in the Trust.

(6) "Certificateholder" shall mean the registered
holder of any Certificate as recorded on the books of the
Trustee, his legal representatives and heirs and the successors
of any corporation, partnership or legal entity which is a
registered holder of any Certificate, and as such shall be deemed
a beneficiary of the Trust created by the Indenture to the extent
of his pro rata share thereof.

(7) "Contract Securities" shall mean Securities which
are to be acquired by the Trust pursuant to contracts, including
(i) Securities listed in Schedule A to the Reference Trust
Agreement and (ii) Securities which the Depositor has contracted
to purchase for the Trust pursuant to Sections 2.6 and 3.7.

-2-

(8) "Depositor" shall mean Reich & Tang Distributors
L.P. or its successor or any successor Depositor appointed as
herein provided.

(9) "Distribution Date" shall have the meaning
assigned to it in Part II of the Reference Trust Agreement.

(10) "Failed Security" shall have the meaning assigned
to it in Section 3.7 hereof.

(11) "First Settlement Date" shall mean the date
specified in Part II of the Reference Trust Agreement.

(12) "Indenture" shall mean this Trust Indenture and
Agreement as originally executed or, if amended as herein
provided, as so amended.

(13) "Original Issue" shall mean an issue of
Securities deposited pursuant to Section 2.1 or any Substitute
Securities purchased to replace any Original Issue which have
become Failed Securities.

(14) "Original Proportionate Relationship" shall mean
the proportionate relationship among the number of shares of each
Security established on the deposit made pursuant to Section 2.1.
The Original Proportionate Relationship shall be adjusted, if
appropriate, to reflect (1) the deposit of Substitute Securities
and (2) the occurrence of any stock dividend, stock splits,
redemptions, or similar events.

(15) "Plan Units" shall mean fractional Units offered
by the Depositor pursuant to the reinvestment plans described in
the final prospectus of the Trust filed within the appropriate
registration forms under the Securities Act of 1933, and for
which Plan Units the Trustee is acting as Trustee.

(16) "Record Date" shall have the meaning assigned to
it in Part II of the Reference Trust Agreement.

(17) "Redemption Form" shall mean the form provided by
the Trustee at the request of holders of Plan Units for the
purposes of redeeming such Units, as such form may be reasonably
acceptable to the Depositor and the Trustee from time to time.

(18) "Reference Trust Agreement" shall mean the
indenture for the particular series of Equity Securities Trust
into which the terms of this Indenture are incorporated.

(19) "Securities" shall mean such common stock,
preferred stock, ADRs and contracts and funds for the purchase of
such securities as are (i) deposited in irrevocable trust and

listed in the Schedule to the Reference Trust Agreement and

-3-

(ii) received in exchange or substitution for any Securities
pursuant to Section 3.7 hereof, as may from time to time be
acquired and continue to be held as a part of the Trust to which
such Reference Trust Agreement relates.

(20) "Substitute Security" shall mean a Security
purchased by the Trustee pursuant to Section 3.7 hereof.

(21) "Termination Date" shall have the meaning
assigned to it in Part II of the Reference Trust Agreement.

(22) "Trust" shall mean the Trust created by this
Indenture, which shall consist of the Securities held pursuant
and subject to this Indenture together with all dividends
thereon, received but undistributed, any undistributed cash
realized from the sale, redemption, liquidation thereof, such
amounts as may be on deposit in the Reserve Accounts hereinafter
established and all other property and rights to which
Certificateholders may be entitled under the provisions of this
Indenture.

(23) "Trustee" shall mean The Chase Manhattan Bank,
N.A., or its successor or any successor Trustee appointed as
herein provided.

(24) "Unit" shall mean the fractional undivided
interest in and ownership of the Trust initially specified in
Part II of the Reference Trust Agreement, the denominator of
which shall be decreased by the number of any such Units redeemed
as provided in Section 5.2.

(25) The words "herein," "hereby," "herewith,"
"hereof," "hereinafter," "hereunder," "hereinabove," "hereafter,"
"heretofore" and similar words or phrases of reference and
association shall refer to this Indenture in its entirety.

(26) Words importing singular number shall include the
plural number in each case and vice versa, and words importing
person shall include corporations and associations, as well as
natural persons.

Section 1.2. Form of Certificate: The form of
Certificate evidencing ownership or fractional undivided
interests in each Trust shall be substantially as follows:

CERTIFICATE OF OWNERSHIP
Evidencing A Fractional Undivided Interest In

Number EST Signature Series Units
Equity Securities Trust

-4-

Description of Trust Plan of Distribution

Cusip
This is to
certify that

is the owner and registered holder of this
Certificate evidencing the ownership of
unit(s)

of fractional undivided interest in Equity Securities Trust of
the above Series (hereinafter called the "Trust") created under
the laws of the State of New York by a Trust Indenture and
Agreement as incorporated by a Reference Trust Agreement
applicable to the above Series (hereinafter collectively called
the "Indenture") between REICH & TANG DISTRIBUTORS L.P., as
Depositor, such other co-Depositors, if any, identified in the
Indenture, and THE CHASE MANHATTAN BANK, N.A., as Trustee. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Indenture to which the holder of
this Certificate by virtue of the acceptance hereof assents and
is bound, a copy of which is on file and available for inspection
at the unit investment office of the Trustee. The Depositor(s)
hereby grant and convey all of their right, title and interest in
and to the Trust to the extent of the fractional undivided
interest represented hereby to the registered holder of this
Certificate subject to and in pursuance of the Indenture. This
Certificate is transferable and interchangeable by the registered
holder in person or by his duly authorized attorney at the unit
investment trust office of the Trustee upon surrender of this
Certificate properly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and
payment of any applicable fees and expenses.

This Certificate shall not become valid or binding for any
purpose until properly executed by the Trustee under the
Indenture.

IN WITNESS WHEREOF, Reich & Tang Distributors L.P., as
Depositor and, if applicable, as agent for its co-Depositors, has
caused this Certificate to be executed in facsimile by a duly
authorized officer and The Chase Manhattan Bank, N.A., as
Trustee, has caused this Certificate to be executed in its

corporate name by an authorized officer.

-5-

REICH & TANG DISTRIBUTORS L.P.,
Depositor

By: Reich & Tang Asset Management, Inc.,
as General Partner

By: Date:
------------------------------------------
Authorized Signatory

THE CHASE MANHATTAN BANK, N.A.,
Trustee

By:
------------------------------------------
Authorized Officer

The following abbreviations, when used in the inscription on
the face of this Certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common

UNIF GIFT MIN ACT - Custodian
--------------- --------------
- ----------- (Cust)
(Minor)

Under Uniform Gifts to Minors Act

----------------------------------
(State)

Additional abbreviations may also be used though not in the above
list.

(FORM OF ASSIGNMENT)

-6-

For Value Received,
------------------------------------------------
hereby sell, assign and transfer Units
---------------
represented by this
Certificate unto
--------------------------------------------------

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

SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE MUST BE PROVIDED

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

and does hereby irrevocably constitute and appoint ________________
__________________________________________________ , attorney,
to transfer said Units on the books of the Trustee, with full
power of substitution in the premises.

Dated: _____________________________

SIGNATURE(S) GUARANTEED BY

----------------------------
- ----------------------------------- NOTICE: The signature(s)
to this
Firm or Bank assignment must
correspond with the
name(s) as written upon
the face of the
Certificate in every
particular, without
alteration or
enlargement or any change
- ----------------------------------- whatever.
Authorized Signature

Signature(s) must be guaranteed by a member or participant of the
Securities Transfer Agents Medallion Program (STAMP), Stock
Exchanges Medallion Program (SEMP) or New York Stock Exchange,
Inc. Medallion Signature Program (MSP).

-7-

ARTICLE 2

DEPOSIT OF SECURITIES; DECLARATION OF TRUST;
FORM AND ISSUANCE OF CERTIFICATES

Section 2.1. Deposit of Securities: The Depositor,
concurrently with the execution and delivery of a Reference Trust
Agreement, has deposited with the Trustee in trust the Securities
listed in Schedule A to the Reference Trust Agreement in bearer
form or registered in the name of the Trustee, or its nominee, or
duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form to be held,
managed and applied by the Trustee as herein provided. In the
event that the purchase of Securities represented by "when-
issued" and/or "regular way" contracts shall not be consummated
in accordance with said contracts, the Trustee shall credit to
the Principal Account pursuant to Section 3.3 hereof the cash or
cash equivalents (including such portion of any letter of credit
applicable to such contracts) deposited by the Depositor, for the
purpose of such purchase. Such monies, unless invested in
substitute Securities in accordance with Section 3.7 hereof,
shall be distributed to Certificateholders pursuant to
Section 3.5 hereof on the Distribution Date following the failure
of consummation of such purchase. The Depositor shall deliver
the Securities listed on said Schedule or Schedules to the
Trustee which were not actually delivered concurrently with the
execution and delivery of the Reference Trust Agreement within 90
days after said execution and delivery or, if Section 3.7
applies, within such shorter period as is specified in
Section 3.7.

The Trustee is irrevocably authorized hereto to effect
registration of transfer of the Securities in fully registered
form in the name of the Trustee or its nominee.

Section 2.2. Declaration of Trust: The Trustee
declares that it holds and will hold the Trust as Trustee in
trust upon the terms herein set forth for the use and benefit of
all present and future Certificateholders.

Section 2.3. Issue of Certificates: The Trustee
hereby acknowledges receipt of the deposit referred to in
Section 2.1, and simultaneously with the receipt of said deposit,
has executed a Certificate substantially in the form above
recited representing the ownership by the Depositor of the number
of Units specified in Part II of the Reference Trust Agreement,
or, pursuant to the Depositor's direction, in lieu of executing
such Certificate, has registered on the registration books of the
Trust the ownership by The Depository Trust Company of all of
such Units and will cause such Units to be credited at The
Depository Trust Company to the account of the Depositor or,
pursuant to the Depositor's direction and as hereafter provided,

-8-

the account of the issuer of the letter of credit referred to in
Section 2.01. The Depositor shall not sell, pledge, hypothecate
or otherwise transfer such Units, prior to the effectiveness of
the registration statement covering the Units filed with the
Securities and Exchange Commission under the Securities Act of
1933, except that the Depositor may place the Units as security
for any letter of credit provided in connection with the deposit
of contracts described in Section 2.1.

The number of Units may be increased through a split of
the Units or decreased through a reverse split thereof, as
directed by the Depositor, on any day on which the Depositor is
the only Certificateholder, which revised number of Units shall
be recorded by the Trustee on its books.

Section 2.4. Form of Certificates: Each Certificate
referred to in Section 2.3 is, and each Certificate hereafter
issued shall be, in substantially the form hereinabove recited,
numbered serially for identification, in fully registered form,
transferable only on the books of the Trustee as herein provided,
executed manually by an authorized officer of the Trustee and in
facsimile by an Authorized Signator of the Depositor.

Section 2.5. Certain Contracts Satisfactory: The
Depositor approves as satisfactory in form and substance the
contracts to be assumed by the Trustee with regard to any
Securities listed in Schedule A to the Reference Trust Agreement
and authorizes the Trustee on behalf of the Trust to assume such
contracts and otherwise to carry out the terms and provisions
thereof or to take other appropriate action in order to complete
the deposit of the Securities covered thereby into the Trust.

Section 2.6. Deposit of Additional Securities. (a)
From time to time and in the discretion of the Depositor, but in
no event more than 90 days after the date of execution and
delivery of the applicable Reference Trust Agreement, the
Depositor may make deposits of (i) Additional Securities duly
endorsed in blank or accompanied by all necessary instruments of
assignment and transfer in proper form (or contracts to purchase
Additional Securities and cash or an irrevocable letter of credit
in an amount necessary to consummate the purchase of any
Additional Securities pursuant to such contracts ("Additional
Contract Securities")) or (ii) cash or a bank letter of credit in
lieu of cash) (collectively, "Purchase Monies") with instructions
to purchase Additional Securities, such Purchase Monies being in
an amount equal to the value of the Additional Securities to be
purchased pursuant to such instructions as determined by the last
preceding evaluation made pursuant to Section 4.1 and (iii) Cash
(as defined below). Each deposit made during the 90 days
following the deposit made pursuant to Section 2.1 hereof shall
replicate, to the extent practicable, as specified in the
following paragraph (b), the Original Proportionate Relationship.

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Each deposit made after the 90 days following the deposit made
pursuant to Section 2.1 hereof (except for deposits made to
replace Failed Securities if such deposits occur within 20 days
from the date of a failure occurring within such initial 90 day
period) shall maintain exactly the proportionate relationship
existing among the Securities as of the expiration of such 90 day
period. Each such deposit (whenever made) shall exactly
replicate Cash. For purposes of this paragraph, "Cash" means, as
to the Principal Account, cash or other property (other than
Securities) on hand in the Principal Account or receivable and to
be credited to the Principal Account as of the date of the
supplemental deposit (other than amounts to be distributed solely
to persons other than persons receiving the distribution from the
Principal Account as holders of Additional Units created by the
deposit), and, as to the Income Account, cash or other property
(other than Securities) received by the Trust as of the date of
the supplemental deposit or receivable by the Trust in respect of
dividends or other distributions declared but not received as of
the date of the supplemental deposit, reduced by the amount of
any cash or other property received or receivable on any Security
allocable (in accordance with the Trustee's calculation of the
monthly distribution from the Income Account pursuant to
Section 3.5) to a distribution made or to be made in respect of
Record Date occurring prior to the supplemental deposit. Each
deposit of Additional Securities shall be listed in a
Supplementary Schedule to an Addendum to the Reference Trust
Agreement stating the date of such deposit and the number of
Additional Units being issued therefor. The Trustee shall
acknowledge in such Addendum receipt of the deposit, and
simultaneously with the receipt of said deposit, reflect the
aggregate number of Additional Units specified in such Addendum
by recording such Units on its books. Such Additional Securities
shall be held, administered and applied by the Trustee in the
same manner as herein provided for the Securities. The execution
by the Depositor in connection with the deposit of Additional
Securities of an Addendum to the Reference Trust Agreement shall
constitute the approval by the Depositor as satisfactory in form
and substance of the contracts to be entered into or assumed on
such Addendum and authorization to the Trustee on behalf of the
Trust to enter into or assume such contracts and otherwise to
carry out the terms and provisions thereof or to take other
appropriate action in order to complete the deposit of the
Additional Securities covered thereby into the Trust.

(b) Additional Securities deposited during the 90 days
following the deposit made pursuant to Section 2.1 hereof
pursuant to this paragraph shall maintain as closely as
practicable the Original Proportionate Relationship, except as
provided in this Section. Additional Securities may be deposited
or purchased in round lots; if the amount of the deposit is
insufficient to acquire round lots of each Security to be

acquired, the Additional Securities shall be deposited or

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purchased in the order of the Security in the Trust most under
represented immediately before the deposit with respect to the
Original Proportionate Relationship. Instructions to purchase
Additional Securities under this Section, shall be in writing and
shall direct the Trustee to purchase, or enter into contracts to
purchase, Additional Securities; such instructions shall also
specify the name, CUSIP number, if any, and aggregate amount of
each such Additional Security. If, at the time of a subsequent
deposit under this Section, Securities of an Original Issue are
unavailable, cannot be purchased at reasonable prices or their
purchase is prohibited or restricted by applicable law,
regulation or policies, in lieu of the portion of the deposit
that would otherwise be represented by those Securities, the
Depositor may (A) deposit (or instruct the Trustee to purchase)
Securities of another Original Issue or replacement securities,
or (B) deposit cash or a letter of credit with instructions to
acquire the Securities of such original issue when they become
available.

The Trustee shall have no responsibility for the
selection of Securities deposited hereunder or for maintaining
the composition of the Trust portfolio.

ARTICLE 3

ADMINISTRATION OF TRUST

Section 3.1. Initial Cost: The cost of the initial
preparation, printing and execution of the Certificates and this
Indenture, the Registration Statement and other documents
relating to the Trust, Federal and State registration fees and
costs, the initial fees and expenses of the Trustee and
evaluator, legal and auditing expenses and other out-of-pocket
expenses (excluding expenses incurred in the preparation and
printing of preliminary prospectuses and prospectuses, expenses
incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses), to the
extent not borne by the Depositor, shall be paid by the Trust;
provided, however, the Trust shall not bear such expenses in
excess of the amount shown in the Statement of Condition included
in the Prospectus, and any such excess shall be borne by the
Depositor. To the extent the funds in the Interest and Principal
Accounts of the Trust shall be insufficient to pay the expenses
borne by the Trust specified in this Section 3.1, the Trustee
shall advance out of its own funds and cause to be deposited and
credited to the Interest Account such amount as may be required
to permit payment of such expenses. The Trustee shall be
reimbursed for such advance on each Record Date from funds on
hand in the Income Account or, to the extent funds are not
available in such Account, from the Principal Account, in the

amount deemed to have accrued as of such Record Date as provided
in the following sentence (less prior payments on account of such

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advances, if any), and the provisions of Section 6.4 with respect
to the reimbursement of disbursements for Trust expenses,
including, without limitation, the lien in favor of the Trustee
therefor, shall apply to the payment of expenses made pursuant to
this Section. For purposes of the preceding sentence and the
addition provided in clause (a)(4) of Section 5.1, the expenses
borne by the Trust pursuant to this Section shall be deemed to
accrue at a daily rate over the time period specified for their
amortization by the Depositor pursuant to Section 5.1 provided,
however, that nothing herein shall be deemed to prevent, and the
Trustee shall be entitled to, full reimbursement for any advances
made pursuant to this Section no later than the termination of
the Trust. For purposes of this Section 3.1, the Trustee shall
rely on the written estimates of such expenses provided by the
Depositor pursuant to Section 5.1.

Section 3.2. Income Account: The Trustee shall
collect the dividends or other like cash distributions on the
Securities in the Trust as such are paid, and credit such
amounts, as collected, to a separate account to be known as the
"Income Account."

Section 3.3. Principal Account: (a) The Securities
and all cash, other than amounts credited to the Income Account,
received by the Trustee in respect of the Securities shall be
credited to a separate account to be known as the "Principal
Account".

(b) Moneys and/or irrevocable letters of credit
required to purchase Contract Securities or deposited to secure
such purchases are hereby declared to be held specially by the
Trustee for such purchases and shall not be deemed to be part of
the Principal Account until (i) the Depositor fails to timely
purchase Contract Securities and has not given the Failed
Contract Notice (as defined in Section 3.7) at which time the
moneys and/or letters of credit attributable to the Contract
Securities not purchased by the Depositor shall be credited to
the Principal Account; or (ii) the Depositor has given the
Trustee the Failed Contract Notice at which time the moneys
and/or letters of credit attributable to failed contracts
referred to in such Notice shall be credited to the Principal
Account; provided, however, that if the Depositor also notifies
the Trustee in the Failed Contract Notice that it has purchased
or entered into a contract to purchase Securities (as defined in
Section 3.14), the Trustee shall not credit such moneys and/or
letters of credit to the Principal Account unless the Substitute
Securities shall also have failed or are not delivered by the
Depositor within two business days after the settlement date of
such Substitute Securities, in which event the Trustee shall

forthwith credit such moneys and/or letters of credit to the
Principal Account. To the extent of moneys, and/or moneys drawn
under a letter of credit, deposited by the Depositor and then

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held by the Trustee, the Trustee shall credit to the Principal
Account, and to the extent such moneys are insufficient the
Depositor shall deposit in the Principal Account, the difference,
if any, between the purchase price of the failed Contract
Securities and the purchase price of the Substitute Securities,
together with any sales charge and accrued dividends applicable
to such difference and distribute such moneys to
Certificateholders pursuant to Section 3.5.

Section 3.4. Reserve Account: From time to time the
Trustee shall withdraw from the cash on deposit in the Income
Account or the Principal Account such amounts as it, in its sole
discretion, shall deem requisite to establish a reserve for any
applicable taxes or other governmental charges that may be
payable out of or by the Trust. Such amounts so withdrawn shall
be credited to a separate account which shall be known as the
"Reserve Account". The Trustee shall not be required to
distribute to the Certificateholders any of the amounts in the
Reserve Account; provided, however, that if it shall, in its sole
discretion, determine that such amounts are no longer necessary
for payment of any applicable taxes or other governmental
charges, then it shall promptly deposit such amounts in the
appropriate account from which withdrawn or, if the Trust has
been terminated or is in the process of termination, the Trustee
shall distribute to each Certificateholder such holder's interest
in the Reserve Account in accordance with Section 9.2.

Section 3.5. Payments and Distributions:
Distributions to each Certificateholder from the Income Account
are computed as of the close of business on each Record Date for
the following Distribution Date. Distributions from the
Principal Account of the Trust (other than amounts representing
failed contracts, as discussed in Section 3.3.(b) will be
computed as of each Record Date, and will be made to the
Certificateholders of the Trust on or shortly after the next
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 Distribution Date. No
distributions will be made to Certificateholders electing to
participate in the Total Reinvestment Plan. Persons who purchase
Units between a Record Date and a Distribution Date will receive
their first distribution on the second Distribution Date after
such purchase.

As of each Record Date the Trustee shall:

(a) 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 any
unpaid expenses of the Trust, including registration charges,

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Blue Sky fees, printing costs, attorneys' fees, auditing costs
and other miscellaneous out-of-pocket expenses, as certified by
the Depositor, incurred in keeping the registration of the
Certificates and the Trust on a current basis pursuant to
Section 9.4, provided, however, that no portion of such amount
shall be deducted or paid unless the payment thereof from the
Trust is at that time lawful;

(b) deduct from the Income Account or, to the extent
funds are not available in such Account, from the Principal
Account, and pay to itself individually the amounts that it is at
the time entitled to receive pursuant to Section 6.4 or pursuant
to this Section 3.5;

(c) deduct from the Income Account, or, to the extent
funds are not available in such Account, from the Principal
Account, and pay an amount equal to the unpaid fees and expenses,
if any, of counsel pursuant to Section 3.9 as certified to it by
the Depositor; and

(d) deduct from the Income Account, or, to the extent
funds are not available in such Account, from the Principal
Account the estimated amount that the Depositor is then entitled
to receive pursuant to Section 7.4 and hold such amount without
interest until such time as it is payable to the Depositor as set
forth below.

On or before the first Distribution Date after the
conclusion of each calendar year, the Trustee shall, upon
certification in satisfactory form to the Trustee, upon which the
Trustee may rely, distribute to the Depositor from the amount so
held pursuant to the immediately preceding paragraph the amounts
that the Depositor is at the time entitled to receive pursuant to
Section 7.4 on account of services theretofore performed and
expenses theretofore incurred.

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 Principal Account shall be reimbursed for any

amount withdrawn from the Principal Account under this Indenture
in order to satisfy obligations which, pursuant to the terms
hereof, are first to be paid out of the Income Account to the
extent funds are available therein, when sufficient funds are not
available in the Income Account after giving effect to the

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payment from the Income Account of all amounts otherwise required
to be deducted therefor at that time when sufficient funds are
next available in the Income Account after giving effect to the
payment from the Income Account of all amounts otherwise required
to be deducted therefrom at that time.

On each Distribution Date or within a reasonable period
of time thereafter, the Trustee shall distribute by mail to each
Certificateholder of record at the close of business on the
preceding Record Date, at the post office address appearing on
the registration books of the Trustee, such holder's pro rata
share of the balance in the Income Account calculated as set
forth in the next paragraph, plus such holder's pro rata share of
the distributable cash balance of the Principal Account, as of
the preceding Record Date; provided, however, that funds credited
to the Principal Account in the event of the failure of
consummation of a contract to purchase Securities pursuant to
Section 2.1 hereof, funds representing the proceeds of the sale
of Securities pursuant to Section 3.8 hereof, and funds
representing the proceeds of the sale of Securities under
Section 5.2, 6.4 or this Section 3.5 in excess of the aggregate
of (i) the amounts needed for the purposes of said Sections and
(ii) such amount as the Depositor has informed the Trustee is to
be used to purchase securities pursuant to Section 3.7 hereof,
shall not be distributed until the following Distribution Date or
at such earlier date as shall be determined by the Trustee. The
Trustee shall not be required to make a distribution from the
Principal Account unless the cash balance on deposit therein
available for distribution shall be sufficient to distribute at
least $1.00 per Unit in the case of Units initially offered at
approximately $1,000, or a proportionately lower amount in the
case of Units initially offered at less than $1,000 (e.g., .001
per Unit in the case of Units initially offered at approximately
$1.00).

The Trustee shall compute the amount of the
Distribution from the Income Account (i) by subtracting from the
cash balance of the Income Account computed as of the close of
business on such Record Date (a) any unpaid fees and expenses
then deductible pursuant to the foregoing provisions of Section
3.5 and (b) the Trustee's estimate of other expenses chargeable
to the Income Account pursuant to the Indenture which have
accrued as of such Record Date, or are otherwise properly
attributable to the period to which such Income Distribution
relates and (ii) by dividing the result of such calculation by
the number of Units outstanding on the applicable Record Date.

The amounts to be so distributed to each Certificate-
holder of the Trust of record as of each Record Date shall be
that pro rata share of the cash balance as of such Record Date of
the Income and Principal Accounts of the Trust, computed as set

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forth above, as shall be represented by a notation on the
registration or other record books of the Trustee.

In the computation of each such share, fractions of
less than one cent shall be omitted. After any such distribution
provided for above, any cash balance remaining in the Income
Account or the Principal Account shall be held in the same manner
as other amounts subsequently deposited in each of such Accounts,
respectively.

For the purpose of distribution as herein provided, the
holders of record on the registration books of the Trustee at the
close of business on each Record Date shall be conclusively
entitled to such distribution, and no liability shall attach to
the Trustee by reason of payment to any such registered Certifi-
cateholder of record. Nothing herein shall be construed to
prevent the payment of amounts from the Income Account and the
Principal Account to individual Certificateholders by means of
one check, draft or other proper instrument, provided that the
appropriate statement of such distribution shall be furnished
therein as provided in Section 3.6 hereof.

Section 3.6. Distribution Statements: With each
distribution from the Income or Principal Accounts the Trustee
shall set forth, either in the instrument by means of which
payment of such distribution is made or in any accompanying
statement the amount being distributed from each such account
expressed as a dollar amount per Unit.

Within a reasonable period of time after the last
business day of each calendar year, the Trustee shall furnish to
each person who at any time during such calendar year was a
Certificateholder a statement setting forth, with respect to such
calendar year:

(A) as to the Income Account:

(1) the amount of dividends received on the
Securities,

(2) the amounts paid from the Income Account for
redemptions pursuant to Section 5.2,

(3) the deductions for applicable taxes and fees

and expenses of the Trustee, the Evaluator and counsel
pursuant to Section 3.9, the annual audit fees referred to
in Section 6.2, and the annual fees of the Depositor for
portfolio supervisory services pursuant to Section 7.4,

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(4) the amount distributed from the Income
Account, identifying separately amounts distributed as
dividends and as other income,

(5) any other amount credited to or deducted from
the Income Account, and

(6) the balance remaining after such
distributions and deductions, expressed both as a total
dollar amount and as a dollar amount per Unit outstanding on
the last business day of such calendar year;

(B) as to the Principal Account:

(1) The number of shares of each issue of
Securities sold or liquidated, and the aggregate net
proceeds received with respect to each issue, excluding any
portion thereof credited to the Income Account,

(2) the amounts paid from the Principal Account
for redemption pursuant to Section 5.2,

(3) the deductions for payment of applicable
taxes and fees and expenses of the Trustee, the Evaluator
and counsel pursuant to Section 3.9, the annual audit fees
referred to in Section 6.2, and the annual fee of the
Depositor for portfolio supervisory services pursuant to
Section 7.4, and

(4) the balance remaining after such
distributions and deductions, expressed both as a total
dollar amount and as a dollar amount per Unit outstanding on
the last business day of such calendar year; and

(1) a list of Securities held in the Trust as of
the last business day of such calendar year,

(2) the number of Units outstanding on the last
business day of such calendar year,

(3) the Net Asset Value per Unit based on the
last Trust Evaluation made during such calendar year, and

(4) the amounts actually distributed to
Certificateholders during such calendar year from the

Interest and Principal Accounts, separately stated,
expressed both as total dollar amounts and as dollar amounts
per Unit outstanding on the Record Dates for such
distributions.

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Section 3.7. Substitute Securities: In the event that
any Contract Security is not delivered due to any occurrence, act
or event beyond the control of the Depositor and of the Trustee
(such a Contract Security being herein called a "Failed
Security"), the Depositor may instruct the Trustee to purchase
Substitute Securities which have been selected by the Depositor
having a cost not in excess of the cost of the Failed Securities.
To be eligible for inclusion in the Trust, the Substitute
Securities which the Depositor selects must: (a) be of the same
type as that replaced (e.g., both will be common stock or
preferred stock); (b) in the Depositor's judgment, be
substantially similar to the Failed Security, as the case may be,
as respects the investment characteristics which led the
Depositor to select the Failed Security for inclusion in the
Trust; and (c) be purchased prior to, simultaneously with, or no
more than twenty days after delivery of written notice to the
Trustee of the failed contract (the "Failed Contract Notice").

Any Substitute Securities received by the Trustee shall
be deposited hereunder and shall be subject to the terms and
conditions of this Indenture to the same extent as other
Securities deposited hereunder. No such deposit of Substitute
Securities shall be made after the earlier of (i) 90 days after
the date of execution and delivery of the applicable Reference
Trust Agreement or (ii) the first Distribution Date to occur
after the date of execution and delivery of the applicable
Reference Trust Agreement.

Whenever a Substitute Security is acquired by the
Depositor pursuant to the provisions of this Section 3.7, the
Trustee shall, within five days thereafter, mail to all Certifi-
cateholders notices of such acquisition, including an
identification of the Failed Security and the Substitute Security
acquired. The purchase price of a Substitute Security shall be
paid out of the funds in the principal account attributable to
the Failed Security which it replaces. The Trustee shall not be
liable or responsible in any way for depreciation or loss
incurred by reason of any purchase made pursuant to any such
instructions from the Depositor and in the absence of such
instructions the Trustee shall have no duty to purchase any
Substitute Securities under this Indenture. The Depositor shall
not be liable for any failure to instruct the Trustee to purchase
any Substitute Security or for errors of judgment in selecting
any Substitute Security.

Section 3.8. Sale of Securities;
In order to maintain the sound investment character

of the Trust, the Depositor may direct the Trustee to sell
or liquidate Securities at such price and time and in such
manner as shall be determined by the Depositor, provided that
the Depositor has determined that any one or more of the
following conditions exist:

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(i) default in payment of amounts due on any of the
Securities;

(ii) institution of certain legal proceedings;

(iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due
or expected;

(iv) determination of the Depositor that the tax
treatment of the Trust as a grantor trust would otherwise be
jeopardized; or

(v) decline in price that is a direct result of
serious adverse credit factors affecting the issuer of a Security
which, in the opinion of the Depositor, would make the retention
of the security detrimental to the Trust or the
Certificateholders.

Upon receipt of such direction from the Depositor, upon
which the Trustee shall rely, the Trustee shall proceed to sell
the specified Security in accordance with such direction. The
Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any sale made pursuant
to any such direction or by reason of the failure of the
Depositor to give any such direction, and in the absence of such
direction the Trustee shall have no duty to sell any Securities
under this Section 3.8.

Section 3.9. Counsel: The Depositor may employ from
time to time as it may deem necessary a firm of attorneys for any
legal services that may be required in connection with the
disposition of Securities pursuant to Section 3.7. The fees and
expenses of such counsel shall be paid by the Trustee from the
Interest and Principal Accounts as provided for in Section 3.5(d)
hereof.

Section 3.10. Notice and Sale by Trustee: If at any
time there has been a failure by the issuer to pay a dividend
that is due and payable, the Trustee shall notify the Depositor
thereof. If within thirty days after such notification the
Trustee has not received any instruction from the Depositor to
sell or to hold or to take any other action in connection with
such Securities, the Trustee shall sell such Securities
forthwith, and the Trustee shall not be liable or responsible in
any way for depreciation or loss incurred by reason of such sale

or by reason of any action or inaction in accordance with such
written instructions of the Depositor. The Trustee shall
promptly notify the Depositor of such action in writing and shall
set forth therein the Securities sold and the proceeds received
therefrom.

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Section 3.11. Reorganization and Similar Events: In
the event that an offer by the issuer of any of the Securities or
any other party shall be made to issue new Securities, the
Trustee shall reject such offer. However, should any exchange or
substitution be effected notwithstanding such rejection or
without an initial offer, any Securities, cash and/or property
received in exchange shall be deposited hereunder and shall be
promptly sold, if securities or property, by the Trustee pursuant
to the Depositor's direction, unless the Depositor advises the
Trustee to retain such securities or property. The cash received
in such exchange and cash proceeds of any such sales shall be
distributed to Certificateholders on the next Distribution Date
in the manner set forth in Section 3.5 regarding distributions
from the Principal Account. This section shall apply, but its
application shall not be limited, to public tender offers,
mergers, acquisitions, reorganizations and recapitalization.
Whenever new securities or property is received and retained by a
Trust pursuant to this Section 3.11, the Trustee shall, within
five days thereafter, mail to all Certificateholders of such
Trust notices of such acquisition unless legal counsel for such
Trust determines that such notice is not required by the
Investment Company Act of 1940, as amended. Neither the
Depositor nor the Trustee shall be liable to any person for
action or failure to take action pursuant to the terms of this
Section 3.11.

Section 3.12. Notice of Actions: In the event that
the Trustee shall have been notified at any time of any action to
be taken or proposed to be taken by holders of any Securities
held by the Trust (including, but not limited to, the making of
any demand, direction, request, giving of any notice, consent or
waiver or the voting with respect to election of directors or any
amendment or supplement to any corporate resolution, agreement or
other instrument under or pursuant to which such Securities have
been issued) the Trustee shall promptly notify the Depositor and
shall thereupon take such action or refrain from taking any
action as the Depositor shall in writing direct; provided,
however, that if the Depositor shall not within five business
days of the giving of such notice to the Depositor direct the
Trustee to take or refrain from taking any action, the Trustee
shall take such action as it, in its sole discretion, shall deem
advisable. Neither the Depositor nor the Trustee shall be liable
to any person for any action or failure to take action with
respect to this section.

Section 3.13. Notice of Change in Principal Account:

The Trustee shall give prompt written notice to the Depositor of
all amounts credited to or withdrawn from the Principal Account
pursuant to any provisions of this Article III, and the balance
of such account after giving effect to such credit or withdrawal.

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Section 3.14. Extraordinary Distributions: Any
property received by the Trustee after the initial date of
Deposit in a form other than cash or additional shares of the
Securities listed on Schedule A or of a Substitute Security,
which shall be retained by the Trust, shall be dealt with in the
manner described in Section 3.11 and shall be retained or
disposed by the Trustee according to those provisions, provided,
however, that no property shall be retained which the Trustee
determines shall adversely affect its duties hereunder. The
proceeds of any disposition shall be credited to the Income or
Principal Account of the Trust, as the Depositor may direct.

The Trust is intended to be treated as a fixed
investment (i.e., grantor) trust for income tax purposes, and its
powers shall be limited in accordance with the restrictions
imposed on such trusts by Treas. Reg. Section 301.7701-4.

ARTICLE 4

EVALUATION OF SECURITIES

Section 4.1. Evaluation of Securities: The Trustee
shall determine separately and promptly furnish to the Depositor
upon request the value of each issue of the Securities in the
Trust (determined as set forth below) as of the Evaluation Time
on each of the days on which the Trustee shall make the Trust
Evaluation required by Section 5.1. The value of each issue of
Securities shall be determined in good faith by the Trustee in
accordance with the following procedures: If the Securities are
listed on one or more national securities exchanges, such
valuation shall be based on the closing purchase price on such
exchange which is the principal market thereof, deemed to be the
New York Stock Exchange if the Securities are listed thereon
(unless the Trustee deems such price 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 such
exchange or there is no closing purchase price on such exchange,
such valuation shall be based on the closing purchase price in
the over-the-counter market (unless the Trustee deems such price
inappropriate as a basis for valuation) 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 of such Securities as obtained from

investment dealers or brokers (including the Depositor) who
customarily deal in securities comparable to those held by the
Trust, or (b) if bid prices are not available for any of such
Securities, on the basis of bid prices for comparable securities,
or (c) by appraisal of the value of the Securities on the bid

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side of the market or by such other appraisal as is deemed
appropriate, or (d) by any combination of the above. The Trustee
shall be permitted to rely on these evaluations when determining
the Unit Price. The Trustee shall have no responsibility or
liability for the valuations supplied to it by the independent
evaluation service. The Trustee shall also make an evaluation of
the Securities deposited in the Trust as of the time said
Securities are deposited under this Indenture pursuant to Section
2.1. Such evaluation shall be made on the same basis as set
forth above and shall be included in the Schedules attached to
the Reference Trust Agreement.

Section 4.2. Tax Reports: For the purpose of
permitting Certificateholders to satisfy any reporting
requirements of applicable Federal or State tax law, the Trustee
shall transmit to any Certificateholder upon written request any
determinations made by the Trustee pursuant to Section 4.1.

Section 4.3. Liability of Trustee with respect to
Evaluations: The Depositor and the Certificateholders may rely
on any evaluation furnished by the Trustee and shall have no
responsibility for the accuracy thereof. The determinations made
by the Trustee hereunder shall be made in good faith upon the
basis of, and shall have no liability for errors in, the
information reasonably available to it. The Trustee shall be
under no liability to the Depositor or the Certificateholders for
errors in judgment or any action taken in good faith, provided,
however, that this provision shall not protect the Trustee
against any liability to which it would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.

ARTICLE 5

TRUST EVALUATION, REDEMPTION, PURCHASE, TRANSFER,
INTERCHANGE OR REPLACEMENT OF CERTIFICATES

Section 5.1. Trust Evaluation: The Trustee shall make
an evaluation of the Trust as of the close of trading on the New
York Stock Exchange (4:00 p.m. Eastern Time) (sometimes referred
to herein as the "Evaluation Time") (i) on the last Business Day
of each of the months of June and December, (ii) on the day on
which any unit of the Trust is tendered for redemption (unless
tender is made after the Evaluation Time on such day, in which

case Tender shall be deemed to have been made on the next day
subsequent thereto on which the New York Stock Exchange is open
for trading), and (iii) on any other day desired by the Trustee
or requested by the Depositor. Such evaluations shall take into
account and itemize separately (a)(1) the cash on hand in the
Trust (other than monies on deposit in the Reserve Account, funds

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deposited on the date hereof by the Depositor for the purchase of
Securities and not theretofore credited to the Principal Account
pursuant to Section 3.3 and funds in the Principal Account with
respect to which contracts for the purchase of the Substitute
Securities have been entered into pursuant to Section 3.7
hereof), including dividends receivable on stocks trading ex
dividend, (a)(2) the value of each issue of the Securities in the
Trust as determined by the Trustee pursuant to Section 4.1,
(a)(3) all other assets of the Trust and (a)(4) amounts
representing organizational expenses paid less amounts
representing accrued organizational expenses of the Trust. For
each such evaluation there shall be deducted from the sum of the
above (b)(1) amounts representing any applicable taxes or other
governmental charges payable out of the Trust and for which no
deductions shall have previously been made for the purpose of
addition to the Reserve Account, (b)(2) amounts representing
accrued fees of the Trustee and expenses of the Trust including
but not limited to unpaid fees of the Trustee and expenses of the
Trust including but not limited to unpaid fees of the Trustee and
expenses of the Trust (including legal and auditing expenses),
accrued fees and expenses of the Depositor and its successor, if
any, and (b)(3) cash held for distribution to Certificateholders
of record as of a date on or prior to the evaluation then being
made. The value of the pro rata share of each unit of the Trust
determined on the basis of any such evaluation shall be referred
to herein as the "Unit Value."

Until the Depositor has informed the Trustee that there
will be no further deposits of Additional Securities pursuant to
Section 2.6, the Depositor shall provide the Trustee with written
estimates of (i) the total organizational expenses to be borne by
the Trust pursuant to Section 3.1, (ii) the total number of Units
to be issued in connection with the initial deposit and all
anticipated deposits of Additional Securities and (iii) the
period or periods over which such expenses are to be amortized,
separately stated with respect to each such amortization period.
For purposes of calculating the Trust Evaluation and Unit Value,
the Trustee shall treat all such anticipated expenses as having
been paid and all liabilities therefor as having been incurred,
and all Units as having been issued, in each case on the date of
the Trust Agreement, and, in connection with each such
calculation, shall take into account a pro rata portion of such
expense and liability based on the actual number of Units issued
as of the date of such calculation. In the event the Trustee is
informed by the Depositor of a revision in its estimate of total

expenses, total Units or period of amortization, and upon the
conclusion of the deposit of Additional Securities or initial
offering period, the Trustee shall base calculations made
thereafter on such revised estimates or actual expenses or period
of amortization, respectively, but such adjustment shall not
affect calculations made prior thereto and no adjustment shall be
made in respect thereof.

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The sum of (a)(1) and (a)(3) reduced by the sum of
(b)(1) and (b)(2) and (b)(3) shall be referred to herein as the
"Unit Cash Value".

The Trustee shall promptly advise the Depositor of each
determination of Unit value made by it as above provided, and, in
addition, upon each valuation by the Trustee under Section 4.1
other than those involved in such calculations of Unit Value, the
Trustee shall promptly furnish to Depositor, for purposes of
assisting it in maintaining a market in the Units, with such
information regarding the Principal, Income and Reserve Accounts
as the Depositor may reasonably request.

Section 5.2. Redemptions by Trustee; Purchases by
Depositor: Any Certificate tendered for redemption by a
Certificateholder or his duly authorized attorney to the Trustee
at its corporate trust office, or any Plan Unit tendered to the
Trustee for redemption by the registered holder thereof pursuant
to the Redemption Form, shall be redeemed by the Trustee on the
third business day following the day on which tender for
redemption is made (such third business day being herein called
the "Redemption Date"). Subject to payment by such Certificate-
holder of any tax or other governmental charges which may be
imposed thereon, such redemption is to be made by payment on the
Redemption Date of cash equivalent to the Net Asset Value per
Unit or Plan Unit determined by the Trustee as of the Evaluation
Time on the date of tender, multiplied by the number of Units
represented by such Certificate or Redemption Form (herein called
the "Redemption Price"). Certificates or Redemption Forms
received for redemption by the Trustee on any day after the
Evaluation Time will be held by the Trustee until the next day on
which the New York Stock Exchange is open for trading and will be
deemed to have been tendered on such day for redemption at the
Redemption Price computed on that day.

The Trustee may in its discretion, and shall when so
directed by the Depositor in writing, suspend the right of
redemption or postpone the date of payment of the Redemption
Price for more than seven calendar days following the day on
which tender for redemption is made:

(1) for any period during which the New York Stock
Exchange is closed other than customary weekend and holiday

closings or during which trading on the New York Stock
Exchange is restricted;

(2) for any period during which an emergency exists as
a result of which disposal by the Trust of the Securities is
not reasonably practicable or it is not reasonably
practicable fairly to determine in accordance herewith the
value of the Securities; or

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(3) for such other periods as the Securities and
Exchange Commission may by order permit,

and the Trustee shall not be liable to any person or in any way
for any loss or damage which may result from any such suspension
or postponement.

Not later than the close of business on the day of
tender of a Certificate or Redemption Form for redemption by a
Certificateholder other than the Depositor, the Trustee shall
notify the Depositor of such tender. The Depositor shall have
the right to purchase such Certificate or Plan Unit tendered by
such Redemption Form by notifying the Trustee of its election to
make such purchase as soon as practicable thereafter, but in no
event subsequent to the close of business on the business day on
which such Certificate or Redemption Form was tendered for
redemption. Such purchase shall be made by payment for such
Certificate or Plan Unit by the Depositor to the Certificate-
holder or Plan Unit holder not later than the close of business
on the Redemption Date of an amount equal to the Redemption Price
which would otherwise be payable by the Trustee to such
Certificateholder or Plan Unit holder.

Any Certificate or Plan Unit so purchased by the
Depositor may, at the option of the Depositor, be tendered to the
Trustee for redemption at the corporate trust office of the
Trustee in the manner provided in the first paragraph of this
Section 5.2.

If the Depositor does not elect to purchase any
Certificate or Plan Unit tendered to the Trustee for redemption,
or if a Certificate or Plan Unit is being tendered by the
Depositor for redemption, that portion of the Redemption Price
which represents dividends shall be withdrawn from the Income
Account to the extent funds are available. The balance paid on
any redemption, including accrued dividends, if any, shall be
withdrawn from the Principal Account to the extent that funds are
available for such purpose. If such available balance shall be
insufficient, the Trustee shall sell such Securities from among
those designated on the current list for such purpose as provided
below and in the manner, in its discretion, as it shall deem
advisable or necessary in order to fund the Principal Account for
purposes of such redemption. Sales of Securities by the Trustee

shall be made in such manner as the Trustee shall determine,
subject to any minimum face amount limitations on sale which
shall have been specified by the Depositor and agreed to by the
Trustee. In the event that funds are withdrawn from the
Principal Account or Securities are sold for payment of any
portion of the Redemption Price representing accrued dividends,
the Principal Account shall be reimbursed when sufficient funds
are next available in the Income Account for such funds so
applied.

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The Depositor shall maintain with the Trustee a current
list of Securities designated to be sold for the purpose of
redemption of Certificates or Plan Units tendered for redemption
and not purchased by the Depositor, and for payment of expenses
hereunder, provided that if the Depositor shall for any reason
fail to maintain such a list, the Trustee, in its sole
discretion, may designate a current list of Securities for such
purposes. The net proceeds of any sales of Securities from such
list representing principal shall be credited to the Principal
Account and the proceeds of such sales representing accrued
interest shall be credited to the Income Account.

Neither the Trustee nor the Depositor shall be liable
or responsible in any way for depreciation or loss incurred by
reason of any sale of Securities made pursuant to this
Section 5.2.

Certificates evidencing Units redeemed pursuant to this
Section 5.2 shall be canceled by the Trustee and the Units
evidenced by such Certificates or Plan Units tendered by
Redemption Forms shall be terminated by such redemptions. In the
event that a Certificate shall be tendered representing a number
of Units greater than those requested to be redeemed by the
Certificateholder, the Trustee shall issue to each Certificate-
holder, upon payment of any tax or charges of the character
referred to in the second paragraph to Section 5.3, a new
Certificate evidencing the Units representing the balance of the
Certificate so tendered.

If the related prospectus for the Trust so provides, a
Certificateholder who tenders for redemption Units in an
aggregate amount of at least the amount specified in the
prospectus may request, at the time of tender, to receive an In
Kind Distribution in lieu of cash. Such In Kind Distribution
shall consist of (i) such Certificateholder's pro rata portion of
each of the Securities, to the extent of whole shares, and (ii)
cash equal to such Certificateholder's pro rata portion of the
Income and Principal Accounts follows: (x) a pro rata portion of
the net proceeds of sale of the Securities representing any
fractional shares included in such Certificateholder's pro rata

share of the Securities and (y) such other cash as may properly
be included in such Certificateholder's pro rata share of the sum
of the cash balances of the Income and Principal Accounts in an
amount equal to the Redemption Price on the date of tender less
amounts specified in clauses (i) and (ii)(x) of this sentence.
The Trustee shall distribute the Certificateholder's Securities
to the account of the Certificateholder's bank or broker dealer
at The Depository Trust Company. An In Kind Distribution shall
be reduced by customary transfer and registration charges
incurred by the Trustee.

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Notwithstanding the foregoing provisions of this
Section 5.2, the Trustee is hereby irrevocably authorized in its
discretion, in the event that the Depositor does not elect to
purchase any Certificate or Plan Unit tendered to the Trustee for
redemption (other than Units as to which a valid request for In
Kind Redemption has been made), or in the event that a
Certificate or Plan Unit is being tendered by the Depositor for
redemption, in lieu of redeeming Units or Plan Units tendered for
redemption, to sell such Units or Plan Units in the over-the-
counter market or by private sale for the account of tendering
Unit or Plan Unit holders at prices which will return to the Unit
or Plan Unit holders amounts in cash, net after deducting
brokerage commissions, transfer taxes and other charges, equal to
or in excess of the Redemption Prices which such Unit or Plan
Unit holders would otherwise be entitled to receive on redemption
pursuant to this Section 5.2. The Trustee shall pay to the Unit
or Plan Unit holders the net proceeds of any such sale on the day
they would otherwise be entitled to receive payment of the
Redemption Price hereunder.

Section 5.3. Transfer or Interchange of Certificates:
A Certificate may be transferred by the registered holder thereof
by presentation and surrender of such Certificate at the unit
investment trust office of the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Trustee and executed by the Certificate-
holder or his authorized attorney, whereupon a new registered
Certificate or Certificates for the same number of Units executed
by the Trustee and the Depositor will be issued in exchange and
substitution therefor. Certificates issued pursuant to this
Indenture are interchangeable for one or more other Certificates
in an equal aggregate number of Units and all Certificates issued
shall be issued in denominations of one Unit or any multiple
thereof as may be requested by the Certificateholder. The
Trustee may deem and treat the person in whose name any
Certificate shall be registered upon the books of the Trustee as
the owner of such Certificate for all purposes hereunder and the
Trustee shall not be affected by any notice to the contrary, nor
be liable to any person or in any way for so deeming or treating
the person in whose name any Certificate shall be so registered.

A sum sufficient to pay any tax or other governmental
charge that may be imposed in connection with any such transfer
or interchange shall be paid by the Certificateholder to the
Trustee. The Trustee may require a Certificateholder to pay
$2.00 for each new Certificate issued on any such transfer or
interchange.

All Certificates canceled pursuant to this Indenture
shall be disposed of by the Trustee without liability on its
part.

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Section 5.4. Certificates Mutilated, Destroyed, Stolen
or Lost: In case any Certificate shall become mutilated or be
destroyed, stolen or lost, the Trustee shall execute and deliver
a new Certificate in exchange and substitution therefor upon the
holder's furnishing the Trustee with proper identification and
indemnity satisfactory to the Trustee, and complying with such
other reasonable regulations and conditions as the Trustee may
prescribe and paying such expenses as the Trustee may incur. Any
mutilated Certificate shall be duly surrendered and canceled
before any new Certificate shall be issued in exchange and
substitution therefor. Upon the issuance of any new Certificate
a sum sufficient to pay any tax or other governmental charge and
the fees and expenses of the Trustee may be imposed. Any such
new Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as
if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

In the event the Trust has terminated or is in the
process of termination, the Trustee may, instead of issuing a new
Certificate in exchange and substitution for any Certificate
which shall have become mutilated or shall have been destroyed,
stolen or lost, make the distributions in respect of such
mutilated, destroyed, stolen or lost Certificate (without
surrender thereof except in the case of a mutilated Certificate)
as provided in Section 9.2 hereof if the Trustee is furnished
with such security or indemnity as it may require to save it
harmless, and in the cause of destruction, loss or theft of a
Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the
ownership thereof.

ARTICLE 6

TRUSTEE; REMOVAL OF DEPOSITOR

Section 6.1. General Definition of Trustee's
Liabilities, Rights and Duties; Removal of Depositor: In

addition to and notwithstanding the other duties, rights,
privileges and liabilities of the Trustee otherwise set forth
herein, the liabilities of the Trustee are further defined as
follows:

(a) All moneys deposited with or received by the
Trustee hereunder shall be held by the Trustee without interest
in trust as part of the Trust or the Reserve Account until
required to be disbursed in accordance with the provisions of
this Indenture and such moneys will be segregated by separate
recordation on the trust ledgers of the Trustee so long as such
practice preserves a valid preference under applicable law, or if
such preference is not so preserved the Trustee shall handle such

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moneys in such other manner as shall constitute the segregation
and holding thereof in trust within the meaning of the Investment
Company Act of 1940.

(b) The Trustee shall be under no liability for any
action taken in good faith on any appraisal, paper, order, list,
demand, request, consent, affidavit, notice, opinion, direction,
evaluation, endorsement, assignment, resolution, draft or other
document, whether or not of the same kind, prima facie properly
executed, or for the disposition of moneys, Securities or
Certificates pursuant to this Indenture, or in respect of any
evaluation which the Trustee is required to make or is required
or permitted to have made by others under this Indenture or
otherwise except by reason of its gross negligence, lack of good
faith or willful misconduct, provided that the Trustee shall not
in any event be liable or responsible for any evaluation made by
any independent evaluation service employed by it pursuant to
Section 4.1. The Trust shall pay and hold the Trustee harmless
from and against any loss, liability or expense incurred in
acting as Trustee of the Trust other than by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its
obligations and duties hereunder, including the costs and
expenses of the defense against any claim or liability in the
premises. The Trustee may construe any of the provisions of this
Indenture, insofar as the same may appear to be ambiguous or
inconsistent with any other provisions hereof, and any
construction of any such provisions hereof by the Trustee in good
faith shall be binding upon the parties hereto. The Trustee
shall in no event be deemed to have assumed or incurred any
liability, duty or obligation to any Certificateholder or the
Depositor, other than as expressly provided for herein.

(c) The Trustee shall not be responsible for or in
respect of the recitals herein, the validity or sufficiency of
this Indenture or for the due execution hereof by the Depositor,

or for the form, character, genuineness, sufficiency, value or
validity of any letter of credit held hereunder or any Securities
(except that the Trustee shall be responsible for the exercise of
due care in determining the genuineness of Securities delivered
to it pursuant to contracts for the purchase of such Securities)
or for or in respect of the validity or sufficiency of the
Certificates or of the due execution thereof by the Depositor,
and the Trustee shall in no event assume or incur any liability,
duty or obligation to any Certificateholder or the Depositor
other than as expressly provided for herein. The Trustee shall
not be responsible for or in respect of the validity of any
signature by or on behalf of the Depositor.

(d) The Trustee shall not be under any obligation to
appear in, prosecute or defend any action, which in its opinion
may involve it in expense or liability, unless as often as

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required, it shall be furnished with reasonable security and
indemnity against such expense or liability as it may require,
and any pecuniary cost of the Trustee from such actions shall be
deductible from and a charge against the Income and Principal
Accounts. The Trustee shall in its discretion undertake such
action as it may deem necessary at any and all times to protect
the Trust and the rights and interests of the Certificateholders
pursuant to the terms of this Indenture, provided, however, that
the expenses and costs of such actions, undertakings or
proceedings shall be reimbursable to the Trustee from the Income
and Principal Accounts, and the payment of such costs and
expenses shall be secured by a lien on the Trust prior to the
interests of the Certificateholders.

(e) The Trustee may employ agents, attorneys,
accountants and auditors and shall not be answerable for the
default or misconduct of any such agents, attorneys, accountants
or auditors if such agents, attorneys, accountants or auditors
shall have been selected with reasonable care; provided, however,
that if the Trustee chooses to employ the Depository Trust
Company in connection with the storage and handling of, and the
furnishing of administrative services in connection with the
Securities, the Trustee will be answerable for any default or
misconduct of the Depository Trust Company and its employees and
agents as fully and to the same extent as if such default or
misconduct had been committed or occasioned by the Trustee. The
Trustee shall be fully protected in respect of any action under
this Agreement taken, or suffered, in good faith by the Trustee,
in accordance with the opinion of its counsel, which may be
counsel to the Depositor acceptable to the Trustee. The fees and
expenses charged by such agents, attorneys, accountants or
auditors shall constitute an expense of the Trustee reimbursable
from the Income and Principal Accounts as set forth in
Section 3.5 hereof.

(f) Other than as provided in Article 7 hereunder, if
at any time the Depositor shall resign or fail to undertake or
perform or become incapable of undertaking or performing any of
the duties which by the terms of this Indenture are required by
it to be undertaken or performed and no express provision is made
for action to be taken by the Trustee in such event, or the
Depositor shall be adjudged bankrupt or insolvent, or a receiver
of such Depositor or of its property shall be appointed, or any
public officer shall take charge or control of such Depositor or
of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then in any such case, the Trustee
may, in its sole discretion, do any one or more of the following:
(1) appoint a successor Depositor who shall act hereunder in all
respects in place of the Depositor, who shall be compensated
semi-annually, at rates deemed by the Trustee to be reasonable
under the circumstances, by deduction from the Income Account or
from the Principal Account, but no such deduction shall be made

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exceeding such reasonable amount as the Securities and Exchange
Commission may prescribe in accordance with Section 26(a)(2)(C)
of the Investment Company Act of 1940; or (2) terminate this
Indenture and the Trust created hereby and liquidate the Trust,
all in the manner provided in Section 9.2. or (3) continue to
act as Trustee hereunder without terminating this Indenture,
acting in its own absolute discretion without appointing any
successor Depositor and assuming such of the duties and
responsibilities of the Depositor hereunder as the Trustee
determines, in its absolute discretion, are necessary or
desirable for the administration and preservation of the Trust
and receiving additional compensation at rates determined as
provided in clause (1). If the Trustee continues so to act, it
is authorized to employ one or more agents to perform portfolio
supervisory services and such other of the services of the
Depositor hereunder as the Trustee determines, in its sole
discretion, to be necessary or desirable. The fees and expenses
of such agent or agents shall be charged to the Trust in
accordance with Section 6.4. All provisions of this Indenture
relating to the liability and indemnification of the Trustee,
including, without limitation, subparagraph (e) of this Section,
shall apply to any responsibility assumed or action taken by the
Trustee pursuant to this subparagraph.

(g) If the value of the Trust as shown by any
evaluation by the Trustee pursuant to Section 5.1 hereof shall be
less than the liquidation amount specified in Part II of the
Reference Trust Agreement, the Trustee may in its discretion, and
shall, when so directed by the Depositor, terminate this
Indenture and the Trust created hereby and liquidate the Trust,
all in the manner provided in Section 9.2.

(h) In no event shall the Trustee be liable for any
taxes or other governmental charges imposed upon or in respect of

the Securities or upon the dividends thereon or upon it as
Trustee hereunder or upon or in respect of the Trust which it may
be required to pay under any present or future law of the United
States of America or any other taxing authority having
jurisdiction in the premises. For all such taxes and charges and
for any expenses, including counsel fees, which the Trustee may
sustain or incur with respect to such taxes or charges, the
Trustee shall be reimbursed and indemnified out of the Income and
Principal Accounts of the Trust, and the payment of such amounts
so paid by the Trustee shall be secured by a lien on the Trust
prior to the interests of the Certificateholders.

(i) The Trustee, except by reason of its gross
negligence, lack of good faith, reckless disregard of its
obligations hereunder or willful misconduct, shall not be liable
for any action taken or suffered to be taken by it in good faith
and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture.

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(j) Notwithstanding anything in this Indenture to the
contrary, the Trustee is authorized and empowered to enter into
any safekeeping arrangement or arrangements it deems necessary or
appropriate for holding the Securities then owned by the Trust
and the Trustee is authorized and empowered in its sole right to
amend, supplement or terminate any safekeeping arrangement or
arrangements made under this provision. In addition, the Trustee
is authorized and empowered, at the request and discretion of the
Depositor, to execute and file on behalf of the Trust any and all
documents, in connection with consents to service of process,
required to be filed under the securities laws of the various
States in order to permit the sale of Units of the Trust in such
States by the Depositor.

(k) The Trustee in its individual or any other
capacity may become owner or pledgee or, or be an underwriter or
dealer in respect of, stock, bonds or other obligations issued by
the same issuer (or an affiliate of such issuer) or any obligor
of any Securities at any time held as part of the Trust and may
deal in any manner with the same or with the issuer (or an
affiliate of the issuer) with the same rights and powers as if it
were not the Trustee hereunder.

(l) The Trust may include a letter or letters of
credit for the purchase of Contract Securities issued by the
Trustee in its individual capacity for the account of the
Depositor, and the Trustee may otherwise deal with the Depositor
with the same rights and powers as if it were not the Trustee
hereunder.

Section 6.2. Books, Records and Reports: The Trustee
shall keep proper books of record and account of all the

transactions under this Indenture at its unit investment trust
office including a record of the name and address of, and the
Certificates issued by the Trust and held by, every Certificate-
holder, and such books and records shall be open to inspection by
any Certificateholder at all reasonable times during the usual
business hours, and such books and records shall be made
available to the Depositor upon the request of the Depositor
including, but not limited to, a record of the name and address
of, and the Certificates issued by the Trust and held by, every
Certificateholder.

Unless the Depositor otherwise directs, the Trustee
shall cause audited statements as to the assets and income of the
Trust to be prepared on an annual basis by independent public
accountants selected by the Depositor, provided, however, that if
the Depositor is then making a market for units of the Trust, the
Depositor shall bear the cost of such audit to the extent that it
exceeds $.50/unit of approximately $1000 initial value (or such
proportionate amount in the case of units of greater or lesser

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initial value). Such audited statement will be made available to
Certificateholders upon request.

To the extent permitted under the Investment Company
Act of 1940 as evidenced by an opinion of counsel to the
Depositor, reasonably acceptable to the Trustee, the Trustee
shall pay, or reimburse to the Depositor or others, the costs of
the preparation of documents and information with respect to the
Trust required by law or regulation in connection with the
maintenance of a secondary market in units of the Trust. Such
costs may include but are not limited to accounting and legal
fees, blue sky registration and filing fees, printing expenses
and other reasonable expenses related to documents required under
Federal and state securities laws.

The Trustee shall make such annual or other reports as
may from time to time be required under any applicable state or
federal statute or rule or regulation thereunder.

Section 6.3. Indenture and List of Securities on File:
The Trustee shall keep a certified copy or duplicate original of
this Indenture on file at its unit investment trust office
available for inspection at all reasonable times during the usual
business hours by any Certificateholder and the Trustee shall
keep and so make available for inspection a current list of the
Securities.

Section 6.4. Compensation: For services performed
under this Indenture the Trustee shall be paid at the rate per
annum set forth in Part II of the Reference Trust Agreement which
shall be computed on the basis of the greatest number of units of
the Trust outstanding at any time during the period with respect

to which such compensation is being computed. The Trustee may
from time to time adjust its compensation as set forth above
provided that the total adjustment upward does not, at the time
of such adjustment, exceed the percentage of the total increase,
after the date hereof, in consumer prices for services as
measured by the United States Department of Labor Consumer Price
Index entitled "All Services Less Rent," or, if such index shall
cease to be published, then as measured by the available index
most nearly comparable to such index. The consent or concurrence
of any Certificateholder hereunder shall not be required for any
such adjustment or increase, however, the consent of the
Depositor shall be required. Such compensation shall be charged
by the Trustee against the Income and Principal Accounts at the
time provided in Section 3.5 provided, however, that such
compensation shall be deemed to provide only for the usual normal
and recurring functions undertaken as Trustee pursuant to this
Indenture.

The Trustee shall charge the Income and Principal
Accounts at such times as shall be convenient in its

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administration of the Trust any and all expenses, including the
fees of counsel which may be retained by the Trustee in
connection with its activities hereunder, and disbursements
incurred hereunder and any extraordinary services performed by
the Trustee hereunder. The Trustee shall be indemnified and held
harmless against 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 the acceptance or
administration of this trust, including the costs and expenses
(including counsel fees) of defending itself against any claim of
liability in the premises. If the cash balances in the Income
and Principal Accounts shall be insufficient to provide for
amounts payable pursuant to this Section 6.4, the Trustee shall
have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.2 hereof,
or (ii) if no such Securities have been so designated, such
Securities as the Trustee may see fit to sell in its own
discretion, and to apply the proceeds of any such sale in payment
of the amounts payable pursuant to this Section 6.4. The Trustee
shall not be liable or responsible in any way for depreciation or
loss incurred by reason of any sale of Securities made pursuant
to this Section 6.4. Any moneys payable to the Trustee pursuant
to this section shall be secured by a prior lien on the Trust.

Section 6.5. Removal and Resignation of the Trustee;
Successor: The following provisions shall provide for the
removal and resignation of the Trustee and the appointment of any
successor Trustee:

(a) any resignation or removal of the Trustee and
appointment of a successor pursuant to this section shall not

become effective until acceptance of appointment by the successor
Trustee as provided in subsection (b) hereof;

(b) the Trustee or any trustee hereafter appointed may
resign and be discharged of the trust created by this Indenture
by executing an instrument in writing resigning as such Trustee,
filing the same with the Depositor and mailing a copy of a notice
of resignation to all Certificateholders then on record not less
than sixty days before the date specified in such instrument
when, subject to Section 6.5(d), such resignation is to take
effect. Upon receiving such notice of resignation, the Depositor
shall use its best efforts to promptly appoint a successor
Trustee as hereinafter provided, by written instrument, in
duplicate, one copy of which shall be delivered to the resigning
Trustee and one copy to the successor Trustee. In case at any
time the Trustee shall become incapable of acting or shall be
deemed incapable of acting by the written consent of holders of
Certificates evidencing 66 2/3% of the outstanding Units
comprising a particular series, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or

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control of the Trustee or of its property or affairs for the
purposes of rehabilitation, conservation, or liquidation, then in
any such case the Depositor may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, one copy
of which shall be delivered to the Trustee so removed and one
copy to the successor Trustee; provided that notice of such
removal and appointment of a successor shall be given to each
Certificateholder then of record;

(c) any successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Depositor and the
retiring Trustee an instrument accepting such appointment
hereunder, and such successor Trustee without any further act,
deed or conveyance shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder with
like effect as if originally named Trustee herein and shall be
bound by all the terms and conditions of this Indenture provided,
however, that no successor trustee shall be under any liability
hereunder for occurrences or omissions prior to the execution of
such instrument. Upon the request of such successor Trustee, the
Depositor and the retiring Trustee shall, upon payment of any
amounts due the retiring Trustee or provision therefor to the
satisfaction of such retiring Trustee, execute and deliver an
instrument acknowledged by it transferring to such successor
trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the
successor Trustee all Securities and moneys at the time held by
it hereunder, together with all necessary instruments of transfer
and assignment or other documents properly executed necessary to
effect such transfer and such of the records or copies thereof

maintained by the retiring Trustee in the administration hereof
as may be requested by the successor Trustee, and shall thereupon
be discharged from all duties and responsibilities under this
Indenture. The retiring Trustee shall, nevertheless, retain a
lien upon all Securities and moneys at the time held by it
hereunder to secure any amounts then due the retiring Trustee
hereunder;

(d) in case at any time the Trustee shall resign and
no successor Trustee shall have been appointed and have accepted
appointment within thirty days after notice of resignation has
been received by the Depositor, the retiring Trustee may
forthwith apply to a court of competent jurisdiction for the
appointment of a successor Trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee; and

(e) any corporation into which any Trustee hereunder
may be merged or with which it may consolidate, or any
corporation resulting from any merger or consolidation to which
any Trustee hereunder shall be a party, shall be the successor
Trustee under this Indenture without the execution or filing of

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any paper, instrument or further act to be done on the part of
the parties hereto, anything herein, or in any agreement relating
to such merger or consolidation, by which any such Trustee may
seek to retain certain powers, rights and privileges theretofore
obtaining for any period of time following such merger or
consolidation, to the contrary notwithstanding.

Section 6.6. Qualifications of Trustee: The Trustee,
or any successor thereof, shall be a corporation organized and
doing business under the laws of the United States or any state
thereof, which is authorized under such laws to exercise
corporate trust powers and having at all times an aggregate
capital, surplus, and undivided profits of not less than
$2,500,000.

ARTICLE 7

DEPOSITOR

Section 7.1. Succession: The covenants, provisions
and agreements herein contained shall in every case be binding
upon any successor to the business of the Depositor. In the
event of the death, resignation or withdrawal of any partner of
the Depositor or of any successor Depositor which may be a
partnership, the deceased, resigning or withdrawing partner shall
be relieved of all further liability hereunder if at the time of
such death, resignation or withdrawal such Depositor maintains a
net worth (determined in accordance with generally accepted

accounting principles) of at least $1,000,000. In the event of
an assignment by the Depositor to a successor corporation or
partnership as permitted by the next following sentence, such
Depositor and, if such Depositor is a partnership, its partners,
shall be relieved of all further liability under this Indenture.
The Depositor may transfer all or substantially all of its assets
to a corporation or partnership which carries on the business of
the Depositor, if at the time of such transfer such successor
duly assumes all the obligations of the Depositor under this
Indenture and if at such time such successor maintains a net
worth of at least $1,000,000 (determined in accordance with
generally accepted accounting principles).

Section 7.2. Resignation of Depositor: If at any time
the Depositor desires to resign its position as Depositor
hereunder, it may resign by delivering to the Trustee an
instrument of resignation executed by such Depositor. Such
resignation shall become effective upon the expiration of thirty
days from the date on which such instrument is delivered to the
Trustee. Upon effective resignation hereunder, the resigning
Depositor shall be discharged and shall no longer be liable in
any manner hereunder except as to acts or omissions occurring
prior to such resignation and any successor Depositor appointed

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by the Trustee pursuant to Section 6.1(f) shall thereupon perform
all duties and be entitled to all rights under this Indenture.
The successor Depositor shall not be under any liability
hereunder for occurrences or omissions prior to the execution of
such instrument.

Section 7.3. Liability of Depositor and
Indemnification: (a) The Depositor shall be under no liability
to the Trust or the Certificateholders for any action or for
refraining from the taking of any action in good faith pursuant
to this Indenture, or for errors in judgment or for depreciation
or loss incurred by reason of the purchase or sale of any
Securities, provided, however, that this provision shall not
protect the Depositor against any liability to which it would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason
of its reckless disregard of its obligations and duties
hereunder. The Depositor may rely in good faith on any paper,
order, notice, list, affidavit, receipt, evaluation, opinion,
endorsement, assignment, draft or any other document of any kind
prima facie properly executed and submitted to it by the Trustee,
the Trustee's counsel or any other person for any matters arising
hereunder. The Depositor shall in no event be deemed to have
assumed or incurred any liability, duty, or obligation to any
Certificateholder or the Trustee other than as expressly provided
for herein.

(b) The Trust shall pay and hold the Depositor

harmless from and against any loss, liability or expense incurred
in acting as Depositor of the Trust other than by reason of
willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder, including
the costs and expenses of the defense against any claim or
liability in the premises. The Depositor shall not be under any
obligation to appear in, prosecute or defend any legal action
which in their opinion may involve them in any expense or
liability, provided, however, that the Depositor may in its
discretion undertake any such action which it may deem necessary
or desirable in respect of this Indenture and the rights and
duties of the parties hereto and the interests of the
Certificateholders hereunder and, in such event, the legal
expenses and costs of any such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust
and shall be paid directly by the Trustee out of the Income and
Principal Accounts as provided by Section 3.5.

(c) None of the provisions of this Indenture shall be
deemed to protect or purport to protect the Depositor against any
liability to the Trust or to the Certificateholders to which the
Depositor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of

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its duties, or by reason of the Depositor's reckless disregard of
its obligations and duties under this Indenture.

Section 7.4. Compensation: The Depositor shall
receive at the times set forth in Section 3.5 as compensation for
performing portfolio supervisory services, such amount and for
such periods as specified in Part II of the Reference Trust
Agreement. The computation of such compensation shall be made on
the basis of $.25 per 100 Units calculated on the basis of the
largest number of units outstanding at any time during the period
for which such compensation is being computed. At no time,
however, will the total amount received by the Depositor for
services rendered to all series of the Equities Securities Trust
in any calendar year exceed the aggregate cost to it of supplying
such services in such year. Such rate may be increased by the
Trustee from time to time, without the consent or approval of any
Certificateholder or the Depositor, by amounts not exceeding the
proportionate increase during the period from the date of such
Reference Trust Agreement to the date of any such increase, in
consumer prices as published either under the classification "All
Services Less Rent" in the Consumer Price Index published by the
United States Department of Labor or, if such Index is no longer
published, a similar index.

In the event that any amount of the compensation paid
to the Depositor pursuant to Section 3.5 is found to be an
improper charge against the Trust, the Depositor shall reimburse

the Trust in such amount. An improper charge shall be
established if a final judgment or order for reimbursement of the
Trust shall be rendered against the Depositor and such judgment
or order shall not be effectively stayed or a final settlement is
established in which the Depositor agrees to reimburse the Trust
for amounts paid to the Depositor pursuant to this Section 7.4.

ARTICLE 8

RIGHTS OF CERTIFICATEHOLDERS

Section 8.1. Beneficiaries of Trust: By the purchase
and acceptance or other lawful delivery and acceptance of any
Certificate the Certificateholder shall be deemed to be a
beneficiary of the Trust created by this Indenture and vested
with all right, title and interest in the Trust to the extent of
the Unit or Units set forth and evidenced by such Certificate,
subject to the terms and conditions of this Indenture and of such
Certificate.

Section 8.2. Rights, Terms and Conditions: In
addition to the other rights and powers set forth in the other
provisions and conditions of this Indenture the Certificate-

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holders shall have the following rights and powers and shall be
subject to the following terms and conditions:

(a) A Certificateholder may at any time prior to the
Evaluation Time on the date the Trust is terminated tender his
Certificate or Certificates to the Trustee for redemption in
accordance with Section 5.2.

(b) The death or incapacity of any Certificateholder
shall not operate to terminate this Indenture or the Trust, nor
entitle his legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court of competent
jurisdiction for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Each Certificateholder expressly
waives any right he may have under any rule of law, or the
provisions of any statute, or otherwise, to require the Trustee
at any time to account, in any manner other than as expressly
provided in this Indenture, in respect of the Securities or
moneys from time to time received, held and applied by the
Trustee hereunder.

(c) No Certificateholder shall have any right to vote
or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificate-

holders from time to time as partners; nor shall any Certificate-
holder ever be under any liability to any third persons by reason
of any action taken by the parties to this Indenture for any
other cause whatsoever.

ARTICLE 9

ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS

Section 9.1. Amendments: This Indenture may be
amended from time to time by the parties hereto or their
respective successors, without the consent of any of the
Certificateholders (a) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective
or inconsistent with any other provision contained herein; (b) to
change any provision required by Securities and Exchange
Commission or any successor governmental agency to be changed; or
(c) to make such other provision in regard to matters or
questions arising hereunder as shall not adversely affect the
interests of the Certificateholders; provided, however, that the
parties hereto may not amend this Indenture so as to (1) increase
the number of Units above the number set forth in Part II of the
Reference Trust Agreement or such lesser amount as may be
outstanding at any time during the term of this Indenture, except

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as the result of the deposit of Additional Securities as herein
provided, or (2) except in the manner permitted by the Indenture
as in effect on the date of the first deposit of Securities under
a particular Indenture, permit the deposit or acquisition
hereunder of securities either in addition to or in replacement
of any of the Securities.

This Indenture may also be amended from time to time by
the Depositor and the Trustee (or the performance of any of the
provisions or this Agreement may be waived) with the expressed
written consent of holders of Certificates evidencing 66-2/3% of
the Units at the time outstanding under the Indenture for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the holders of
Certificates; provided, however, that no such amendment or waiver
shall (i) reduce the interest in the Trust represented by Units
evidenced by any Certificate without the consent of the holder of
such Certificate, (ii) reduce the aforesaid percentage of Units,
the holders of which are required to consent to any such
amendment, without the consent of the holders of all Certificates
then outstanding or (iii) affect the duties, obligations and
responsibilities of the Trustee without its consent.

Promptly after the execution of any such amendment the
Trustee shall furnish written notification to all then out-

standing Certificateholders of the substance of such amendment.

Section 9.2. Termination: This Indenture and the
Trust created hereby shall terminate upon the maturity,
redemption, sale or other disposition as the case may be of the
last Security held hereunder unless sooner terminated as herein-
before specified and may be terminated at any time by written
consent of all the holders of Certificates; provided that in no
event shall the Trust continue beyond the end of the Mandatory
Termination Date specified in the prospectus for the Trust.

Written notice of any termination, specifying the time
or times at which the Certificateholders may surrender their
Certificates for cancellation shall be given by the Trustee to
each Certificateholder at his address appearing on the
registration books of the Trustee.

In the event of any termination of the Trust prior to
the Termination Date, the Trustee shall proceed to liquidate the
Securities then held and make the payments and distributions
provided for hereinafter in this Section 9.2 except that in such
event, the distribution to each Certificateholder shall be made
in cash and shall be such Certificateholder's pro rata interest
in the balance of the Principal and Income Account after the
deductions herein provided.

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In the event that the Trust terminates on the
Termination Date, the Trustee shall, not less than 20 days prior
to the Termination Date, send a written notice to each
Certificateholder of record owning, as of such date, 2,500 Units
and whose interest in the Trust would entitle him to receive at
least one share of each Security. Such notice shall allow such
Certificateholder to elect to redeem his Units at the net asset
value on the Termination Date and to receive, in partial payment
of the Redemption Price per Unit, an in-kind distribution of such
Certificateholder's pro rata share of the Securities, to the
extent of whole shares. The Trustee will honor duly executed
requests for such in-kind distribution received (accompanied by
the electing Certificateholder's Certificate) by the close of
business on the Termination Date. Certificateholders who do not
effectively request an in-kind distribution shall receive their
distribution upon termination in cash. Redemption of the Units
of Certificateholders electing such in-kind distribution shall be
made within three business days following the Termination Date
and shall consist of (i) such Certificateholder's pro rata share
of Securities (valued as of the Termination Date) to the extent
of whole shares and (ii) cash equal to the balance of such
Certificateholder's Redemption Price.

On the Termination Date, this Indenture and the Trust
created hereby shall terminate. In connection with such
Termination, the Trustee shall segregate such number of shares of

Securities as shall be necessary to satisfy in-kind distributions
to Certificateholders electing such distribution.

The balance of the Securities shall be sold over a
period of 60 business days immediately following the Termination
Date. The Depositor shall direct the Trustee to sell the
Securities in such manner as the Depositor determines will
produce the best price for the Trust. Pursuant to such
direction, the Trustee may use the services of the Depositor to
effect such sales.

Within a reasonable period of time after such
termination and liquidation of Securities, the Trustee shall:

(a) deduct from the Income Account or, to the extent
that funds are not available in such account, from the Principal
Account and pay to itself individually an amount equal to the sum
of

(1) its accrued compensation for its ordinary
recurring services,

(2) any compensation due it for its extraordinary
services, and

-41-

(3) any other costs, expenses, advances or indemnities
as provided herein.

(b) deduct from the Income Account or, to the extent
that funds are not available in such account, from the Principal
Account and pay accrued and unpaid fees of counsel pursuant to
Section 3.9;

(c) deduct from the Income Account or the Principal
Account any amounts which may be required to be deposited in the
Reserve Account to provide for payment of any applicable taxes or
other governmental charges and any other amounts which may be
required to meet expenses incurred under this Indenture;

(d) make a final distribution from the Trust, against
surrender for cancellation of each Certificateholder's
Certificate or Certificates, such Certificateholder's pro rata
share of the cash balances of the Income and Principal Accounts
and, on the conditions set forth in Section 3.04 hereof, the
balance of the Reserve Account, if any;

(e) together with such distribution to each
Certificateholder as provided for in (d), furnish to each such
Certificateholder a final distribution statement as of the date
of the computation of the amount distributable to Certificate-
holders, setting forth the data and information in substantially
the form and manner provided for in Section 3.6 hereof; and

(f) distribute to each Certificateholder receiving the
distribution provided in paragraph (d) any dividends, which on
the Termination Date were declared, but not received, net of any
and all expenses not previously deducted, within a reasonable
time of their receipt.

The amounts to be so distributed to each Certificate-
holder shall be that pro rata share of the balance of the total
Income and Principal Accounts as shall be represented by the
Units therein evidenced by the outstanding Certificate or
Certificates held of record by such Certificateholder.

The Trustee shall be under no liability with respect to
moneys held by it in the Income, Reserve and Principal Accounts
upon termination except to hold the same in trust without
interest until disposed of in accordance with the terms of this
Indenture.

Upon the Depositor's request, the Trustee will include
in the written notice to be sent to Certificateholders referred
to in the fourth paragraph of this section a form of election
whereby Certificateholders electing a cash distribution may
express interest in investing such cash distribution in units of
another series of the Equity Securities Trust (the "New Series").

-42-

The Trustee will inform the Depositor of all Certificateholders
who, within the time period specified in such notice, express
such interest. The Depositor will provide to such
Certificateholders any applicable sales material with respect to
the New Series and a form, acceptable to the Trustee, whereby a
Certificateholder may appoint the Trustee the Certificateholder's
agent to apply the Certificateholder's cash distribution for the
purchase of a unit or units of the New Series. Such form will
specify, among other things, the time by which it must be
returned to the Trustee in order to be effective and the manner
in which such purchase shall be made. This paragraph shall not
obligate the Depositor to create any New Series or to provide any
such investment election.

Section 9.3. Construction: This Indenture is executed
and delivered in the State of New York, and all local laws or
rules of construction of such State shall govern the rights of
the parties hereto and the Certificateholders and the
interpretation of the provisions hereof.

Section 9.4. Registration of Certificates: The
Depositor agrees and undertakes to register the Certificates with
the Securities and Exchange Commission or other applicable
governmental agency pursuant to applicable Federal or State
statutes, if such registration shall be required, and to do all
things that may be necessary or required to comply with this

provision during the term of the Trust created hereunder, and the
Trustee shall incur no liability or be under any obligation or
expense in connection therewith.

Section 9.5. Written Notice: Any notice, demand,
direction or instruction to be given to the Depositor hereunder
shall be in writing and shall be duly given if mailed or
delivered to the Depositor as follows: Reich & Tang Distributors
L.P., 600 Fifth Avenue, New York, New York 10020 or at such other
address as shall be specified by the Depositor to the Trustee in
writing. Any notice, demand, direction or instruction to be
given to the Trustee shall be in writing and shall be duly given
if mailed or delivered to the Trustee at 770 Broadway, New York,
New York 10003, or such other address as shall be specified to
the Depositor by the Trustee in writing. Any notice to be given
to the Certificateholders shall be duly given if mailed or
delivered to each Certificateholder at the address of such holder
appearing on the registration books of the Trustee.

Section 9.6. Severability: If any one or more of the
covenants, agreements, provisions or terms of this Indenture
shall be held contrary to any express provision of law or
contrary to policy or express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining

-43-

covenants, agreements, provisions or terms of this Indenture and
shall in no way affect the validity or enforceability of the
other provisions of this Indenture or of the Certificates or the
rights of the holders thereof.

Section 9.7. Dissolution of Depositor Not to
Terminate: The dissolution of the Depositor from or for any
cause whatsoever shall not operate to terminate this Indenture or
the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first above written.

[Signatures and acknowledgements on separate pages.]

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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), Trustee

By: /s/ Thomas J. Centrone
-----------------------------------
Vice President

STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On this 9th day of November, 1995, before me personally
appeared Thomas J. Centrone, to me known, who being by me duly
sworn, said that he is an Authorized Signator of The Chase
Manhattan Bank (National Association), one of the corporations
described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation and that
he signed his name thereto by like authority.

/s/ Dorothy S. Bochino
-----------------------------------
Notary Public

DOROTHY S. BOCHINO
NOTARY PUBLIC, STATE OF NEW YORK
NO. 01bO4950864
EXP. 5-8-97

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REICH & TANG DISTRIBUTORS L.P.
Depositor

By: Reich & Tang Asset Management, Inc.,
as General Partner of Depositor

By: /s/ Peter J. DeMarco
-----------------------------------
Authorized Signator

STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )

On this 15th day of November, 1995, before me
personally appeared Peter J. DeMarco, to me known, who being by
me duly sworn, said that he is an Authorized Signator of Reich &
Tang Asset Management, Inc. as General Partner of the Depositor,
one of the corporations described in and which executed the
foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

/s/ Teresa Scilla
-----------------------------------
Notary Public

TERESA SCILLA
NOTARY PULBIC, STATE OF NEW YORK
NO. 31-4752676
EXP. 8-31-96

<PAGE>
Dated As Of November 1, 1995

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

MASTER AGREEMENT AMONG UNDERWRITERS

Reich & Tang Distributors L.P.
Unit Investment Trusts

Gentlemen:

We understand that you, Reich & Tang Distributors L.P., ("Reich &
Tang") are entering into this agreement (the "Agreement") in counterparts
with us and other firms who may be underwriters for issues of any Unit
Investment Trust for which Reich & Tang will act as depositor (the
"Depositor"). This Agreement shall apply to any offering on or after
November 1, 1995 of units of fractional undivided interests (the "Units")
in any Unit Investment Trust in which you are the Depositor and in which we
elect to act as an underwriter (the underwriters with respect to each such
trust, including you, being hereinafter called the "Underwriters") after
receipt of an oral or written notice ("Notice") from you stating the name,
size and proposed date of offering of such trust and that our participation
as an underwriter in the proposed offering shall be subject to the
provisions of this Agreement. We understand that you are not obligated to
give Notice to us and invite us to participate in the underwriting of any
such trust. We understand that each trust is to be created by a Trust
Agreement substantially in the form delivered to us (the "Trust Agreement")
under which you will act as Depositor, Chase Manhattan Bank, N.A. will act
as Trustee and, if applicable, Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. will act as Evaluator. The Units shall be represented
by the certificates of ownership (the "Certificates") to be received in
exchange for the underlying debt obligations ("Debt Obligations") or with
respect to the Equity Securities Trust and all subsequent series in
exchange for the underlying portfolio of equity securities (the
"Securities") to be acquired hereunder upon the deposit of such Debt
Obligations or Securities in the trust. Each trust which we agree to
underwrite subject to this Agreement is hereinafter referred to as the
"Trust".

We hereby appoint you Managing Underwriter and authorize you, in
our behalf, to take all such action as you in your discretion may deem
necessary or advisable in order to carry out the provisions of this
Agreement and of the Trust Agreement and the sale and distribution of the
Units. We agree to execute such powers of attorney evidencing the powers
granted to you under this Agreement upon your request in such form and at
such times as you deem appropriate and advisable.

We hereby agree to sell Units only in those states where the

Units have been qualified for sale as indicated in the Blue Sky memorandum
provided to us by you. We further agree to provide you with such
additional information that you may request in connection with the
registration of Units in any state.

It is understood that you assume no responsibility with respect
to the right of any Underwriter or other person to offer or to sell Units
in any jurisdiction, notwithstanding any information which you may furnish
as to the jurisdictions under the securities laws of which it is believed,
based upon a Blue Sky survey performed by your counsel, the Units may be
sold.

<PAGE>

If any Underwriter proposes to offer Units outside the United
States, or in a state in which the offering has not been registered, its
territories or its possessions, such Underwriter will take, at its own
expense, such action, if any, as may be necessary to comply with the laws
of each jurisdiction, domestic or foreign, in which it proposes to offer
Units.

1. Registration Of Trust And Units. We understand that (i) a
registration statement will be filed with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act of 1940, as
amended (the "1940 Act") for the purpose of registering the Trust under the
1940 Act; (ii) a registration statement will be filed with the Commission
under the Securities Act of 1933, as amended (the "1933 Act"), to register
the Units under the 1933 Act (The 1933 Act Registration Statement as
amended at the time it becomes effective is hereafter referred to as the
"Registration Statement" and the related Prospectus contained therein is
hereafter referred to as the "Prospectus." The date as of which such
Registration Statement becomes effective pursuant to the 1933 Act by
Commission order is hereafter referred to as the "Effective Date"); and
(iii) the Trust will take all necessary action under the Blue Sky or
securities laws of the states where it is proposed that the Units may be
offered and sold to qualify the Units for public offer and sale as
indicated in the preliminary Blue Sky memorandum that is provided to us.
We understand that neither you nor any of the other Underwriters make any
representations or warranties or assume any responsibility with respect to
the foregoing except pursuant to the indemnity set forth in Section 11
hereof and except to the extent required by express provisions of the 1933
Act, the 1940 Act or other applicable law.

We hereby authorize you to take all such action on our behalf
related to the above as you or your counsel shall deem necessary and
advisable and to file and approve on our behalf any and all amendments or
supplements to said Registration Statement and related filings as you or
your counsel deem necessary and advisable. We confirm that we agree to
furnish you upon your request with such information as will be required to
insure that such Registration Statement, the Prospectus and all other
related documents are correct in so far as they relate to us.

We hereby authorize you, acting as our representative and on our

behalf, to take all such action as in your discretion nay be necessary or
advisable in order to carry out the provisions of this Agreement. We agree
that all action taken by Reich & Tang hereunder, including the execution of
this Agreement with the Underwriters, shall be deemed to have been taken on
behalf of Reich & Tang, as Depositor and Managing Underwriter.

2. Unit Commitment. We authorize you, acting as our agent and
on our behalf, to receive in exchange for the Underlying Debt Obligations
or the Underlying Securities, as defined in Section 3, the Units
representing a fractional undivided interest in the Trust up to the number
of Units which we have advised you by telegraph, telegram or other form of
facsimile transmission substantially in the form of Schedule B hereto that
we agree to purchase (the "Acceptance"). We understand that the Acceptance
must be received by you by the close of business on the day preceding the
Date of Deposit (as defined in the Indenture). We further agree that the
Underwriters to be subject to this Agreement for the Trust shall be those
who have given Acceptances and are named in the Prospectus. We hereby
authorize you to cause the Registration Statement as first filed with the
Securities and Exchange Commission in accordance with Paragraph 1 hereof
(the "Registration Statement") to be amended to include in the Prospectus
the amount of Units of the Trust which we have agreed to underwrite (our
"Unit Commitment"). We agree that notwithstanding our failure to send the
Acceptance to you in the manner set forth in this paragraph, our acceptance
of delivery of the Units

<PAGE>
subsequent to the Date of Deposit shall be deemed to be an Acceptance in
accordance with the provisions hereof.

The number of Units of each Trust to be underwritten hereunder is
unlimited and it is understood that you may increase the number of Units
specified in the Registration Statement, or you may decrease the number of
Units, if you shall deem it advisable and practicable to do so. You may
permit any Underwriter to increase its Unit Commitment (by written
agreement) or additional underwriters to become parties to this Agreement
(the addition of new parties hereto to be evidenced in each case by an
agreement substantially in the form of this Agreement to be entered into
between you and any such new party). You may decrease our Unit Commitment
by any amount, including to zero, by notifying us by telephone, such notice
to be confirmed in writing. Apart from the authorized decrease provided
for in this Paragraph, the number of Units to be underwritten by each of us
shall not be changed from the amount set forth in our Acceptance without
our written consent.

3. Accumulation Account. We authorize you as our agent and
attorney-in-fact and as Depositor to purchase and accumulate Debt
Obligations or Securities, as the case may be, for deposit in the Trust.
Debt Obligations or Securities, as the case may be, so purchased shall be
deposited in an "Accumulation Account" and shall hereafter be referred to
as the "Underlying Debt Obligations" or "Underlying Securities." The

Underlying Debt Obligations or Underlying Securities shall consist of
obligations of the type and quality described in the Prospectus. We agree
that you shall have no liability with respect to the issue, form, validity,
legality, enforceability, value of, tax status or title to the Underlying
Debt Obligations or Underlying Securities. We authorize you to execute on
our behalf an appropriate "investment letter" with respect to any
Underlying Debt Obligations or Underlying Securities purchased on a private
placement basis.

You are authorized to sell, exchange or otherwise dispose of
Underlying Debt Obligations or Underlying Securities from the Accumulation
Account, including those Underlying Debt Obligations or Underlying
Securities purchased for the Accumulation Account but not deposited in the
Trust, for such consideration as you shall deem appropriate and in the best
interests of the Accumulation Account. All profits and losses from such
transactions shall be included in the final computation of profits and
losses of the Accumulation Account. All profits and losses from the
purchase, accumulation and deposit of the Underlying Debt Obligations or
Underlying Securities in the Trust, adjusted to reflect expenses and
carrying charges, shall be recorded in the Accumulation Account and shall
be shared among the Underwriters in accord with their respective elections
set forth in Schedule B. In addition, you are authorized to deduct from the
Accumulation Account the costs of any advertising that you purchase on
behalf of you and all the Underwriters in accordance with Section 15
hereof. As Depositor, you shall be entitled to all remaining profit and,
correspondingly, shall be obligated for all losses of the Accumulation
Account not expressly allocated among the Underwriters in accord with such
elections.

We authorize you to purchase Underlying Debt Obligations or
Underlying Securities for the Accumulation Account from any seller,
including you and any of the Underwriters. Such purchases may be at the
current market price then in effect (as reasonably determined by you);
provided, however, if any Underwriter is a member of a syndicate
underwriting an original issue and is prohibited by price restrictions of
the syndicate from reselling Debt Obligations or Securities at less than a
certain price, then the purchase price of such Underlying Debt Obligations
or Underlying Securities to the Accumulation Account shall be the lowest
price permitted by such restrictions.

<PAGE>

We shall furnish to you in writing any information regarding
Underlying Debt Obligations or Underlying Securities sold by us to the
Accumulation Account which you deem necessary for inclusion in the
Prospectus, including the date on which such Debt Obligations or Securities
were acquired by us, the price of acquisition, and, if the sale is made by
us as a member of another underwriting syndicate, our takedown retained as
a member of such syndicate. If Underlying Debt Obligations or Underlying
Securities purchased from us were initially acquired by us from the manager
of a syndicate of which we are or were a member or manager, we agree that
there shall be furnished to you in writing such estimates as to our

participation in the profit to the syndicate resulting from such sale as
may be practicable under the circumstances.

If at any time prior to the deposit of Underlying Debt
Obligations or Underlying Securities in the Trust you shall determine that
it is impracticable or inadvisable to complete the acquisition of
Underlying Debt Obligations or Underlying Securities because of unfavorable
market conditions or for other reasons adversely affecting such acquisition
or the offering of Units hereunder, we authorize you to sell for the
Accumulation Account the Underlying Debt Obligations or Underlying
Securities acquired prior to such determination in such manner, at such
times and at such prices as you shall deem advisable. As soon as
practicable, after all of the Underlying Debt Obligations or Underlying
Securities have been sold pursuant to this paragraph, this Agreement shall
be terminated and our account hereunder settled in the manner stated in
Section 13.

4. Financing Of Accumulation Account. From time to time during
the term of this Agreement, we agree to transmit to you upon your request a
certified or official bank check to your order in an amount not in excess
of 10% of our respective Underwriting Percentage shares in the Accumulation
Account to serve as margin in carrying the Underlying Debt Obligations or
Underlying Securities and the Units received upon deposit of the Underlying
Debt Obligations or Underlying Securities in the Trust and for the other
purposes of this Agreement.

We authorize you to advance your own funds or to arrange loans
(including repurchase agreements) for the Accumulation Account for the
purposes of carrying the Underlying Debt Obligations or Underlying
Securities and the Units and of carrying out the other purposes of this
Agreement and in connection therewith to hold or pledge as security all or
any of the Underlying Debt Obligations or Underlying Securities and the
Units. You may deliver any note or other instrument in connection with
such transactions as you may deem necessary or advisable. Any lender or
purchaser is hereby authorized to accept your instructions with respect
thereto.

5. Trust Deposit And Certificates. We authorize you, acting as
our agent and in our behalf, to deposit the Underlying Debt Obligations or
Underlying Securities in the Trust at such time after the acquisition of
the Underlying Debt Obligations or Underlying Securities as you deem
appropriate and to receive in exchange therefor for our account
Certificates representing our Unit Commitment in the Trust. We authorize
you to retain custody of the Certificates until delivered to us or sold for
our account in accordance with this Agreement.

You may deliver to us from time to time against payment, for
carrying purposes only, any Certificates representing Units which you are
holding for sale for our account but which have not been sold and paid for.
We will redeliver to you against payment any such Certificates so delivered
to us for carrying purposes at such times as you may demand.

<PAGE>

6. Public Offering Of Trust Units. A public offering of the
Units is to be made as soon after the Effective Date as in your judgment is
advisable. You shall notify us promptly by telephone and confirm by mail
or telegram when the public offering is to commence (the "Public Offering
Date"). The public offering is to be made by means of the Prospectus and
at the public offering price, terms and conditions set forth in the
Prospectus. We authorize you to change the terms and conditions of the
public offering as you deem advisable.

We also confirm that we will take reasonable steps to provide the
preliminary prospectus prior to the Effective Date and the Prospectus
thereafter to any person making written request to us. We understand that
our requests for sufficient copies of such prospectuses will be processed
by your printer.

7. Purchase Of Units By The Underwriters. The sales charge
contemplated in this transaction is an amount per Unit as described in the
Prospectus. The amount set forth in Schedule B hereto will constitute the
per Unit sales takedown ("Underwriters' Takedown"). The amount of the
Underwriters' Takedown set forth in Schedule B is subject to change upon
written notice to each Underwriter by you. The sales charge less the
Underwriters' Takedown will accrue to you as Managing Underwriter.

Upon notification from you that the public offering is to
commence, we hereby agree with you and the several other Underwriters to
purchase Certificates representing our Unit Commitment on the Public
Offering Date. The price to be paid for each such Unit shall be the public
offering price on such Date plus the per Unit accrual of interest to the
settlement date (estimated at three business days thereafter) less the
Underwriters' Takedown. Such payment is to be made by delivering to you
within three business days of the Public Offering Date, a certified or bank
cashier's check in New York City Clearing House funds payable to the order
of Bear, Stearns & Co. Inc. for the benefit of Reich & Tang Distributors
L.P. At the Public Offering Date, we will become the owner of such Units
and be entitled to the benefits and subject to the risks inherent therein.

We will offer to the public in conformity with the terms of the
offering and at the then effective public offering price described in the
Prospectus any of our Units not reserved by you for sale to retail accounts
or to dealers or sold by us directly to dealers as herein authorized. When
requested by us from time to time, you shall furnish to us the then
effective public offering price.

We may sell to dealers part or all of the Units delivered to us
for direct sale at the then effective public offering price, plus accrued
interest, less the dealer's concession set forth in the Prospectus, subject
to your right to change such concession from time to time. Any Units
purchased by us after the Public Offering Date as a result of an increase
in our Unit Commitment pursuant to Section 12 or which are delivered to us

for direct sale pursuant to Section 8 will be purchased by us at the then
effective public offering price plus accrued interest, less the
Underwriters' Takedown, with no additional accumulation profit
participation.

8. Direct Sales Authorization. We authorize you to sell for
our account to retail accounts or to dealers (including one or more of the
Underwriters) such of our Units as you shall determine. Sales of Units to
retail accounts or to dealers shall be made for the account of any
Underwriter in such manner as you may deem appropriate. Our liability to
take and pay for Units under this Agreement shall be reduced to reflect any
such sales of Units for our account. You shall advise us promptly on the
Effective Date as to our Units reserved by you for sale to retail accounts
or to dealers pursuant to

<PAGE>
this paragraph. You may advise us at any time thereafter that any Units so
reserved for sale for our account and not sold are no longer so reserved and we
shall then be responsible to take and pay for such Units as if they had not been
reserved.

You shall deliver to us for direct sale any Units held by you for
our account and not reserved for sale to retail accounts or to dealers,
and, with your consent, any Units held for our account which are so
reserved from time to time in accordance with our instructions, and, upon
payment to you by us of the then effective public offering price of such
Units, plus accrued interest, adjusted for the Underwriters' Takedown.

We authorize you to sell for our account to other Underwriters
such of our Units held by you for our account as you shall determine which
are not reserved by you for sale to retail accounts or to dealers or, in
accord with the preceding paragraph, delivered to us for direct sale
provided that (i) such sales shall be made only to Underwriters to whom you
shall have delivered all of their Units not reserved for sale to retail
accounts or to dealers and (ii) such sales shall be made for the account of
each Underwriter for whose account you hold unreserved Units in such manner
as you may deem appropriate.

You may, and any of the other Underwriters may with your consent,
make purchases and sales of Units from or to any other Underwriter at the
then effective public offering price, plus accrued interest, adjusted for
the Underwriters' Takedown.

You shall advise us as soon as practicable of any sales made by
you for our account pursuant to this Section 8.

From time to time prior to the termination of this Agreement, on
your request, we will advise you of Units remaining unsold which were
delivered to us, and, on your request, we shall deliver to you any such
Units remaining unsold for sale for our account to retail accounts or,
adjusted for the Underwriters' Takedown, to other Underwriters or dealers,
all in the manner and subject to the limitations stated above.

We understand that any Units sold for our account to retail
accounts will be subject to a discount per Unit on purchases of 100 Units
or more, or with respect to the Equity Securities Trust and subsequent
series on purchases of 10,000 Units or more, as described in the
Prospectus.

9. Unit Repurchases. We understand and agree that you may, but
are not obligated to, repurchase any Units which are tendered or offered to
you by the holders thereof. If, during the term of this Agreement, you
purchase or contract to purchase, for the account of any Underwriter in the
open market or otherwise, Certificates for any Units which were retained
by, or released to, us for direct sale, or any Certificates which may have
been issued in exchange therefore or if any such Units shall be tendered to
the Trustee for redemption, and which Units were therefore not effectively
placed for investment by us, we authorize you to charge our account with an
amount equal to the underwriter's concession with respect thereto, or to
require us to repurchase such Units at a price equal to the total cost of
such purchase, including accrued interest and commissions, if any, and
transfer taxes on the redelivery.

If, for any reason, during the term of this Agreement we do not
sell all of our Unit Commitment, you agree to buy from us any unsold Units
we have in our account at the then current bid price plus accrued interest
(if applicable).

<PAGE>

We agree that, until the termination of this Agreement, we will
make no purchase of the Units other than (i) purchases provided for in this
Agreement, (ii) purchases approved by you and (iii) purchases as a broker
in executing unsolicited orders.

10. Legal Opinion And Accountants' Letter. After notification
of the Effective Date has been released by the Securities and Exchange
Commission, there shall be furnished to us copies of all legal opinions and
accountants' reports which are delivered to you as Depositor, the Trustee
and the Trust.

11. Indemnification. We agree to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act from and against any and
all losses, claims, damages and liabilities caused by any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus as amended and supplemented or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission was made in
reliance upon or in conformity with information furnished to you by us for

use in the preparation of the Registration Statement or the Prospectus or
any amendment or supplement thereto. This indemnity agreement will be in
addition to any liability which we may otherwise have.

In case any action shall be brought against any Underwriter or
any person controlling such Underwriter based upon the Registration
Statement or the Prospectus or any amendment or supplement thereto in
respect of which indemnity may be sought against us, if such Underwriter
shall promptly notify us in writing, we shall assume the defense thereof,
including the employment of counsel and the payment of all expenses. Any
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such
Underwriter or such controlling person unless the employment of such
counsel has been specifically authorized by us. We shall not be liable for
any settlement of any such action effected without our consent but if
settled with our consent or if there will be a final judgment for the
plaintiff in any such action, we agree to indemnify and hold harmless any
Underwriter and any such controlling person from and against any loss or
liability by reason of such settlement or judgment.

The indemnity agreement contained in this Section 11 shall remain
operative and in full force and effect regardless of (i) the termination of
this Agreement and (ii) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter.

12. Substitution. Until the termination of this Agreement, we
authorize you to arrange for the substitution hereunder of other persons,
who may include you and us, for all or any part of the commitment of any
non-defaulting Underwriter with the consent of such Underwriter, and of any
defaulting Underwriter without his consent, upon such terms and conditions
as you may deem advisable, provided that such substitution shall not in any
way affect the liability of any defaulting Underwriter to the other
Underwriters for damages from such default, nor relieve any other
Underwriter of any obligation under this Agreement. The expenses
chargeable to the account of any defaulting Underwriter and not paid for by
it or by the person substituted for such Underwriter and any additional
losses or expenses arising from such default shall be considered to be
expenses of the underwriting account and

<PAGE>
shall be charged against the accounts of the non-defaulting Underwriters in
proportion to their respective Underwriting Percentages.

In the event that you shall for any reason cease to act as
Depositor of the Trust prior to the termination of the Trust Agreement, we
hereby authorize the Trustee to select a substitute Depositor as provided
in the Trust Agreement.

13. Termination. This Agreement shall terminate 30 days after

the Public Offering Date unless sooner terminated by you, provided that you
may extend this Agreement for not more than four successive periods of 30
days each upon notice to us and each of the other Underwriters. With
respect to the Equity Securities Trust and subsequent series, this
Agreement shall terminate ninety days after the Public Offering Date,
unless sooner terminated by you, provided that you may extend this
Agreement to successive periods of 30 days each upon notice to us and each
of the other underwriters if the public offering has been extended or
reopened as provided in the prospectus.

Upon termination of this Agreement, or prior thereto, at your
discretion, (i) you shall deliver to us Certificates for any Units received
by you for our account and not theretofore delivered to us and Certificates
for any Units held by you for our account and (ii) after (a) crediting to
our account advances made by us to you pursuant to Section 4 and payments
made to you on account of Units sold by you for our account or delivered by
you to us, (b) charging or crediting to our account our share of any profit
or loss in the Accumulation Account and (c) making such other credits or
charges to our account as are authorized by the provisions of this
Agreement, our account hereunder shall be settled and any amount due and
owing thereunder shall be paid by you or by us, as the case may be. The
determination by you as Depositor and Managing Underwriter of the amount to
be paid to or by us in settlement of our account shall be final and
conclusive.

Notwithstanding any settlement on the termination of this
Agreement, we agree to pay our Underwriting Percentage (as defined in
Section 14) share of any amount payable on account of any claim, demand or
liability which may be asserted against the Underwriters, or any of them,
based on the claim that the Underwriters constitute an association,
unincorporated business or other separate entity and our Underwriting
Percentage of any expenses incurred by you in defending against any such
claim, demand or liability. We also agree to pay any stamp taxes which may
be assessed and paid after such settlement on account of any units received
or sold hereunder for our account.

Notwithstanding any termination of this Agreement, no sale of the
Units shall be made by us at any time except in conformity with the
provisions of Section 22(d) of the 1940 Act.

We agree that if, within ninety days from the time the
Registration Statement shall have become effective, either (i) the net
worth of the Trust shall be reduced to less than $100,000 or (ii) the Trust
shall have been terminated, then we will refund, on demand and without
deduction, all sales charges to purchasers of Units from us or any dealer
participating in the distribution of our Units.

14. Underwriting Commitment. We hereby commit on the terms and
conditions of this Agreement to purchase and pay for the number of Units
set forth opposite our name in Schedule B ("Unit Commitment"). Except for
the right to decrease our Unit Commitment granted to you above, and except
as provided in Section 11, our Unit Commitment may be increased or
decreased only by mutual written agreement between us and you at any time

prior to the date

<PAGE>

the Underlying Debt Obligations or Underlying Securities are deposited in the
Trust.

Our percentage interest ("Underwriting Percentage") and the
percentage interest of each Underwriter in the total Units to be offered
shall be expressed by the following ratio:

Unit Commitment = Underwriting Percentage
Total Units

The final determination of the respective Underwriting Percentages of all
Underwriters shall be made by you as of the date the Underlying Debt
Obligations or Underlying Securities are deposited in the Trust.

You are authorized to increase or decrease the number of Units
(and, correspondingly, the amount of Underlying Debt Obligations or
Underlying Securities ) to be offered if you shall deem it advisable and
practicable to do so. In the event you shall elect to decrease the number
of Units hereunder, you shall have the right to decrease our Unit
Commitment proportionately by notifying us of such election by telephone
and promptly confirm by telegraph or writing.

You are authorized to amend Schedule A to add additional
Underwriters as you deem advisable in which case such Underwriters shall be
deemed to have been parties to this Agreement as of the date of its
confirmation by you. Any deletion of Underwriters from Schedule A by you
to reflect their withdrawal from this underwriting participation shall be
subject to reservation of all our rights with respect to them conferred in
us by this Agreement.

15. Advertising. Public advertisement of the offering may (but
need not) be made by you on your behalf or on behalf of the Underwriters on
such date as you shall determine. Such public advertisement may bear the
name of the Sponsor alone or the names of any or all Underwriters unless
any Underwriter shall notify you that it does not wish its name to so
appear. Any advertisement any Underwriter makes, or which any Underwriter
permits any dealer which purchases Units from it to make, will be at the
responsibility of such Underwriter and at such Underwriter's or dealer's
expense, provided, however, that all such public advertisement shall
conform to the rules and regulations of the Securities and Exchange
Commission relating thereto and of the National Association of Securities
Dealers, Inc. (the "NASD").

16. Miscellaneous. Default by any one or more of the other
Underwriters in respect of their several obligations under this Agreement
shall not release us from any of our obligations hereunder.

Nothing herein constitutes us partners with you or with the other
Underwriters and the obligations of ourselves and of each of the other
Underwriters are several and not joint.

Nothing herein contained shall be deemed to protect or purport to
protect any person against any liability to the Trust or the
Certificateholders to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of the duties of such person, or by reason of such person's
reckless disregard of such person's obligations and duties under this
Agreement.

Notices hereunder shall be deemed to have been duly given if
telephoned and then promptly mailed or telegraphed to us at our address set

9
<PAGE>
forth in the Underwriters' Questionnaire, attached hereto as Exhibit A, or
to you at your address set forth at the head of this Agreement.

The headings contained in this Agreement are for reference
purposes only and shall not affect its meaning or interpretation. This
Agreement shall be governed by and construed in accordance with the laws of
the State of New York.

17. Underwriting Participants. This Agreement is being executed
by us and delivered to you in duplicate. Upon your confirmation hereof and
of Agreements in identical form with each of the other Underwriters, this
Agreement shall constitute a valid and binding contract among us.

Very truly yours,

Name of Firm: _____________________________

By:
---------------------------------------
(Authorized Signator)

Address: __________________________________

__________________________________

Confirmed as of the date set forth
on page 1 of this Agreement.

REICH & TANG DISTRIBUTORS L.P.
Depositor and Managing Underwriter

__________________________________
(Acting as Depositor and on behalf
of the other several Underwriters
named in Schedule A hereto.)

<PAGE>
EXHIBIT A

UNDERWRITERS' QUESTIONNAIRE

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

Dear Sirs:

In connection with the proposed public offering of Units of
fractional undivided interest (the "Units") in the above referenced Unit
Investment Trust (the "Trust") and for use in any registration statement or
prospectus relating to such Units and pursuant to the Master Agreement
Among Underwriters dated as of November 1, 1995, the undersigned, as a
proposed underwriter, advises you as follows:

Our exact name and address (including zip code), as they should
appear in the prospectus, are as follows:

__________________________________

We are a (check one) / / Corporation, / / Partnership, or / / Sole
Proprietorship organized or existing under the laws of the State of __________.

We are a member of the National Association of Securities
Dealers, Inc. and are registered with the Securities and Exchange
Commission as a broker or dealer pursuant to Section 15(b) of the
Securities Exchange Act of 1934.

We represent that our participation in the offering of the Units
will not place us in violation of Rule 15c3-1 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934 or the rules
of any securities exchange of which we are a member.

Except as indicated below, other than as may be stated in the
Registration Statement under the Securities Act of 1933, as amended
relating to the Units or in any prospectus filed as part thereof, or any
registration statement relating to the Trust under the Investment Company
Act of 1940, as amended or the Agreement Among Underwriters:

(a) neither we nor any "affiliated person", as defined in
Section 2(a)(3) of the Investment Company Act of 1940, have received,
nor do we know of any arrangement whereby we or any such persons will
receive, any profits or other benefits through the sale or purchase of
the Units or interests therein, or the deposited bonds or interests

herein;

(b) we do not know of any arrangement to limit or restrict the
sale of the Units for the period of distribution, to stabilize the
market for the Units or the deposited bonds, for withholding

<PAGE>
commissions, or otherwise to hold each underwriter or dealer
responsible for the distribution of its participation, nor do we know
of any current agreements or arrangements with dealers, agents or
salesmen with respect to commissions, discounts, overriding
commissions, territories, franchises and the like with respect to the
offering of the Units;

(c) we have not received, nor do we know of any arrangement
whereby we are to receive any fees from the sale of the Units or from
any other functions to be performed by us in connection therewith.

We have never acted in any capacity with respect to any
investment company or companies other than the Trust except to sell
securities of other investment companies as a member of underwriting groups
or selling groups or as agents of such companies, to execute orders for the
purchase and sale of securities of such companies, or to sell securities to
or purchase securities from any such companies in our capacity as a broker
or dealer in securities.

(State exceptions, if any)

We will notify you immediately in the event of any development
before the date of completion of the public offering of the Units which
makes untrue or incomplete any of the above statements.

We will keep an accurate record of the names and addresses of all
persons to whom we give copies of the Registration Statement or any
amendments thereto, or any preliminary or final prospectus relating to the
Units and, when furnished with copies of any subsequent amendment or
supplement to the Registration Statement or any prospectus or any
memorandum outlining changes in the Registration Statement or any
prospectus, we will promptly forward copies to such persons.

Very truly yours,

Name of Firm: ________________________________________

By:
----------------------------------------
(Authorized Signature)

----------------------------------------
(Print Name and Title)

Dated: _________________

<PAGE>

SCHEDULE B TO
MASTER AGREEMENT AMONG UNDERWRITERS
FORM OF ACCEPTANCE

SPONSOR: REICH & TANG DISTRIBUTORS L.P.

Name of Underwriter __________________________________________________________

Expected Date of Proposed Offering ___________________________________________

EQUITY SECURITIES TRUST SERIES 6 Unit
GABELLI ENTERTAINMENT AND MEDIA TRUST Commitment: __________________

For purposes of this Trust, the Underwriters' Takedown* per unit
shall be as follows:

Unit Amount Concession
----------- ----------
10,000 2.2%
25,000 2.3%
50,000 2.4%
100,000 2.5%
200,000 2.6%
400,000 2.7%

We accept the invitation to participate as one of the Underwriters of
the above-referenced Trust, with a commitment up to the amount specified
above, pursuant to the Master Agreement Among Underwriters dated as of
November 1, 1995, and confirm that the representations and warranties set
forth in Exhibit A thereto are true and correct as of the date hereof.

Name of Firm: ___________________________________________________________

By:
-----------------------------------------------------------
(Authorized Signature)

Address: ___________________________________________________________

___________________________________________________________

Date: ___________________________________________________________

- -----------------
* Subject to change upon written notice to each Underwriter by the Depositor.

<PAGE>

CERTIFICATE OF OWNERSHIP
Evidencing A Fractional Undivided Interest In

Number EST Signature Series Units
Equity Securities Trust

Description of Trust Plan of Distribution

Cusip
This is to
certify that

is the owner and registered holder of this
Certificate evidencing the ownership of
unit(s)

of fractional undivided interest in Equity Securities Trust of the above
Series (hereinafter called the "Trust") created under the laws of the State
of New York by a Trust Indenture and Agreement as incorporated by a
Reference Trust Agreement applicable to the above Series (hereinafter
collectively called the "Indenture") among REICH & TANG DISTRIBUTORS L.P.,
as Depositor, such other co-Depositors, if any, identified in the
Indenture, and THE CHASE MANHATTAN BANK, N.A., as Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Indenture to which the holder of this Certificate by
virtue of the acceptance hereof assents and is bound, a copy of which is on
file and available for inspection at the unit investment office of the
Trustee. The Depositor(s) hereby grant and convey all of their right,
title and interest in and to the Trust to the extent of the fractional
undivided interest represented hereby to the registered holder of this
Certificate subject to and in pursuance of the Indenture. This Certificate
is transferable and interchangeable by the registered holder in person or
by his duly authorized attorney at the unit investment trust office of the
Trustee upon surrender of this Certificate properly endorsed or accompanied
by a written instrument of transfer in form satisfactory to the Trustee and
payment of any applicable fees and expenses.

This Certificate shall not become valid or binding for any purpose
until properly executed by the Trustee under the Indenture.

<PAGE>

IN WITNESS WHEREOF, Reich & Tang Distributors L.P., as Depositor and,
if applicable, as agent for its co-Depositors, has caused this Certificate
to be executed in facsimile by a duly authorized officer and The Chase
Manhattan Bank, N.A., as Trustee, has caused this Certificate to be
executed in its corporate name by an authorized officer.

REICH & TANG DISTRIBUTORS L.P.,
Depositor

By: Reich & Tang Asset Management, Inc.,
as General Partner

By: Date:
----------------------------------
Authorized Signatory

THE CHASE MANHATTAN BANK, N.A.,
Trustee

By:
----------------------------------
Authorized Officer

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - ___________________ Custodian _____________
(Cust)
________
(Minor)

<PAGE>
Under Uniform Gifts to Minors Act

__________________________________
(State)

Additional abbreviations may also be used though not in the above list.

<PAGE>

(FORM OF ASSIGNMENT)

For Value Received, _____________________________________________________

hereby sell, assign and transfer ____________ Units represented by this

Certificate unto ________________________________________________________

_________________________________________________________________________

SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE MUST BE PROVIDED

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

and does hereby irrevocably constitute and appoint ________________________

________________________________________________________________, attorney,
to transfer said Units on the books of the Trustee, with full power of
substitution in the premises.

Dated:
-----------------------------------
SIGNATURE(S) GUARANTEED BY

-----------------------------------
- ---------------------------------- NOTICE: The signature(s) to this
Firm or Bank assignment must correspond with the
name(s) as written upon the face of
the Certificate in every
particular, without alteration or
enlargement or any change whatever.
- ----------------------------------
Authorized Signature

Signature(s) must be guaranteed by a member or participant of the
Securities Transfer Agents

<PAGE>

Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) or
New York Stock Exchange, Inc. Medallion Signature Program (MSP).

<PAGE>

BATTLE FOWLER LLP
A Limited Liability Partnership
PARK AVENUE TOWER
75 East 55th Street
New York, New York 10022

Writer Direct Dial Number
(212) 856-6858

November 16, 1995

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

Re: Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust

Dear Sirs:

We have acted as special counsel for Reich & Tang Distributors
L.P., as Depositor, Sponsor and Principal Underwriter (collectively, the
"Depositor") of Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust (the "Trust") in connection with the
issuance by the Trust of 20,806 units of fractional undivided interest (the
"Units") in the Trust. Pursuant to the Trust Agreements referred to below,
the Depositor has transferred to the Trust certain securities and contracts
to purchase certain securities together with an irrevocable letter of
credit to be held by the Trustee upon the terms and conditions set forth in
the Trust Agreements. (All securities to be acquired by the Trust are
collectively referred to as the "Securities").

In connection with our representation, we have examined copies of
the following documents relating to the creation of the Trust and the
issuance and sale of the Units: (a) the Trust Indenture and Agreement and
related Reference Trust Agreement, each of even date herewith, relating to
the Trust (collectively the "Trust Agreements") among the Depositor and
United States Trust

<PAGE>
2

Company of New York, as Trustee; (b) the Notification of Registration on Form
N-8A and the Registration Statement on Form N-8B-2, as amended, relating to the
Trust, as filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Investment Company Act of 1940 (the "1940 Act"); (c) the
Registration Statement on Form S-6 (Registration No. 33-62627) filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act"), and all
Amendments thereto (said Registration Statement, as amended by said Amendment(s)
being herein called the "Registration Statement"); (d) the proposed form of
final Prospectus (the "Prospectus") relating to the Units, which is expected to
be filed with the Commission this day; (e) certified resolutions of the Board of

Directors of the general partner of the Depositor authorizing the execution and
delivery by the Depositor of the Trust Agreements and the consummation of the
transactions contemplated thereby; (f) the Certificate of formation and
Agreement Among Limited Partners of the Depositor; and (g) a certificate of an
authorized officer of the Depositor with respect to certain factual matters
contained therein.

We have also examined the Application for an Order of Exemption
from certain provisions of Sections 11(a) and 11(c) of the 1940 Act, which
has been filed with the Commission by the Depositor and Gruntal & Co.,
Incorporated; Equity Securities Trust (Series 1, Signature Series, Gabelli
Communications Income Trust and Subsequent Series), Mortgage Securities
Trust (CMO Series 1 and Subsequent Series), Municipal Securities Trust,
Series 1 (and Subsequent Series (including Insured Municipal Securities
Trust, Series 1 (and Subsequent Series and 5th Discount Series and
Subsequent Series)); New York Municipal Trust, Series 1 and Subsequent
Series); and A Corporate Trust, Series 1 (and Subsequent Series) on
November 12, 1992 and as amended thereafter and the related Exemptive Order
(IC-20729) issued by the Commission on November 22, 1994.

We have not reviewed the financial statements, compilation of the
Securities held by the Trust, or other financial or statistical data
contained in the Registration Statement and the Prospectus, as to which you
have been furnished with the reports of the accountants appearing in the
Registration Statement and the Prospectus.

In addition, we have assumed the genuineness of all agreements,
instruments and documents submitted to us as originals and the conformity
to originals of all copies thereof submitted to us. We have also assumed
the genuineness of all signatures and the legal capacity of all persons
executing agreements, instruments and documents examined or relied upon by
us.

Statements in this opinion as to the validity, binding effect and
enforceability of agreements, instruments and documents are subject: (i)
to limitations as to enforceability imposed by bankruptcy, reorganization,

<PAGE>
3

moratorium, insolvency and other laws of general application relating to or
affecting the enforceability of creditors' rights, and (ii) to limitations
under equitable principles governing the availability of equitable
remedies.

We are not admitted to the practice of law in any jurisdiction
but the State of New York and we do not hold ourselves out as experts in or
express any opinion as to the laws of other states or jurisdictions except
as to matters of Federal and Delaware corporate law.

Based exclusively on the foregoing, we are of the opinion that
under existing law:

(1) The Trust Agreements have been duly authorized and entered

into by an authorized officer of the Depositor and is a valid and binding
obligation of the Depositor in accordance with its terms.

(2) The execution and delivery of the Certificate evidencing the
Units has been duly authorized by the Depositor and such Certificate, when
executed by the Depositor and the Trustee in accordance with the provisions
of the Certificate and the respective Trust Agreements and issued for the
consideration contemplated therein, will constitute fractional undivided
interests in the Trust, will be entitled to the benefits of the Trust
Agreements, will conform in all material respects to the description
thereof for the Units as provided in the Trust Agreements and the
Registration Statement, and the Units will be fully paid and non-assessable
by the Trust.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name in the Registration
Statement and in the Prospectus under the headings "Tax Status" and "Legal
Opinions". We authorize you to deliver copies of this opinion to the
Trustee and the Underwriters named in Schedule A to the Master Agreement
Among Underwriters, as amended, relating to the Trust and the Trustee may
rely on this opinion as fully and to the same extent as if it had been
addressed to it.

This opinion is intended solely for the benefit of the addressees
and the Trustee in connection with the issuance of the Units of the Trust
and may not be relied upon in any other manner or by any other person
without our express written consent.

Very truly yours,

Battle Fowler LLP

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Peter J. DeMarco with full power of substitution,
as his true and lawful attorney and agent to execute in his name and on his
behalf, in any and all capacities, the Registration Statement on Form S-6,
and any and all amendments thereto (including pre-effective amendments)
filed by Reich & Tang Asset Management, Inc., General Partner of Reich &
Tang Distributors L.P., as sponsor of various series of unit investment
trusts, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and under the Investment Company Act of 1940, as
amended, and any and all other instruments which such attorney and agent
deems necessary or advisable to enable the Fund to comply with the
Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, the rules, regulations and requirements of the Securities and
Exchange Commission, and the securities or Blue Sky laws of any state or
other jurisdiction; and the undersigned hereby ratifies and confirms as his
own act and deed any and all that such attorney and agent shall do or cause
to be done by virtue hereof.

/s/ Peter S. Voss
______________________________
Peter S. Voss

<PAGE>
POWER OF ATTORNEY

/s/ G. Neal Ryland
______________________________
G. Neal Ryland

<PAGE>

POWER OF ATTORNEY

/s/ Richard E. Smith III
______________________________
Richard E. Smith III

<PAGE>
POWER OF ATTORNEY

/s/ Steven W. Duff
______________________________
Steven W. Duff

<PAGE>
POWER OF ATTORNEY

/s/ Edward N. Wadsworth
______________________________
Edward N. Wadsworth

<PAGE>

POWER OF ATTORNEY

/s/ Bernadette N. Finn
______________________________
Bernadette N. Finn

<PAGE>

POWER OF ATTORNEY

/s/ Richard DeSanctis
______________________________
Richard DeSanctis

<ARTICLE> 6
<LEGEND>
The schedule contains summary financial information extracted from the financial
statements and supporting schedules as of the end of the most current period and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 1000402
<NAME> EQUITY SECURITIES TRUST, SERIES 6
<SERIES>
<NUMBER> 1
<NAME> EQUITY SECURITIES TRUST, SERIES 6

<S> <C>
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 199,952
<INVESTMENTS-AT-VALUE> 199,952
<RECEIVABLES> 0
<ASSETS-OTHER> 70,000
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 269,952
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70,000
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0

<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>