EQUITY SECURITIES TRUST SERIES 6, 485BPOS, 1996-10-31

EQUITY SECURITIES TRUST SERIES 6
485BPOS, 1996-10-31

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As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 33-62627

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE 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

B. Name of depositor: REICH & TANG DISTRIBUTORS L.P.

C. Complete address of depositor's principal executive offices:

600 Fifth Avenue
New York, New York 10020

D. Name and complete address of agent for service:

Copy of comments to:

PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Executive Vice President Battle Fowler LLP
Reich & Tang Distributors L.P. 75 East 55th Street
600 Fifth Avenue New York, New York 10022
New York, New York 10020 (212) 856-6858

It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/x/ on October 31, 1996 pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)

/ / on ( date ) pursuant to paragraph (a) of Rule 485

The Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940, as amended, and Rule 24f-2 thereunder, and the Registrant filed a
Rule 24f-2 Notice for its fiscal year ended June 30, 1996 on August 23, 1996.

409401.1

<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1996
Registration No. 33-62627

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE 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

B. Name of depositor: REICH & TANG DISTRIBUTORS L.P.

C. Complete address of depositor's principal executive offices:

600 Fifth Avenue
New York, New York 10020

D. Name and complete address of agent for service:

Copy of comments to:

It is proposed that this filing become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/x/ on October 31, 1996 pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)

/ / on ( date ) pursuant to paragraph (a) of Rule 485

409401.1

<PAGE>
NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied By Part B.

EQUITY SECURITIES TRUST
SERIES 6
Signature Series, Gabelli Entertainment and Media Trust

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

This Prospectus consists of two parts. Part A contains the Summary of
Essential Information as of June 30, 1996 (the "Evaluation Date"), a summary of
certain specific information regarding the Trust and audited financial
statements of the Trust, including the related portfolio, as of the Evaluation
Date. Part B contains general information about the Trust.

Please read and retain both parts of this Prospectus for
future reference.

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

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 October 31, 1996.

404000.1

<PAGE>

THE TRUST

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

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 responsibilities with respect to the Trust, in
addition to its role in portfolio selection, is to monitor the Securities in
the Portfolio and make recommendations to the Sponsor in certain circumstances
regarding the disposition of the Securities held by the Trust. 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. See
"Trust Administration--The Portfolio Consultant" in Part B for a description of
the 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

404000.1
A-2

<PAGE>

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 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

404000.1
A-3

<PAGE>

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 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. Distributions will be made quarterly on the 15th day of
the last month of each quarter (the "Quarterly Distribution Date") to
Certificateholders of record. (See "Rights of Certificateholders--Distribu-
tions" in Part B).

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

404000.1
A-4

<PAGE>

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.

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

404000.1
A-5

<PAGE>

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 it can without materially adversely
affecting the price of the Securities. Certificateholders should consult their
own tax advisers in this regard.

404000.1
A-6

<PAGE>

EQUITY SECURITIES TRUST, SERIES 6

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1996

Date of Deposit* November 16, 1995 Minimum Principal Distribution: $1.00
Aggregate Value of Securities..$6,581,638.33 per 100 Units.
Aggregate Value of Securities Liquidation Period: Beginning 60 days
per 100 Units...............$1,054.54 prior to the Mandatory Termination
Number of Units................624,127 Date.
Fractional Undivided Interest Minimum Value of Trust: The Trust may be
in Trust................... 1/624127 terminated if the value of the Trust
Secondary Market Public is less than 40% of the aggregate
Offering Price** value of the Securities at the
Aggregate Value of completion of the Deposit Period.
Securities in Trust......$6,581,638.33 Mandatory Termination Date: The earlier
Divided By 624,127 Units of January 15, 1999 or the
(times 100)..............$1,054.54 disposition of the last Security in
Plus Sales Charge of 3.9% the Trust.
of Public Offering Price Trustee***: The Chase Manhattan Bank.
per 100 units............$41.13 Trustee's Annual Fee: $.83 per 100 Units
Public Offering Price per outstanding.
100 Units................$1,095.67 Portfolio Consultant: Gabelli Funds,
Sponsor's Repurchase Price and Inc.
Redemption Price per 100 Other Annual Fees and Expenses: $.09 per
Units......................$1,054.54 100 Units outstanding.
Excess of Secondary Market Sponsor: Reich & Tang Distributors L.P.
Public Offering Price Over Sponsor's Annual Fee: Maximum of $.25
Redemption Price per 100 per 100 Units outstanding (see "Trust
Units......................$41.13 Expenses and Charges" in Part B).
Evaluation Time: 4:00 p.m. New York Time. Record date: 1st day of the last month
of each quarter.
Dividend distribution date: 15th day of
the last month of each quarter.
</TABLE>

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

* 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.
** For information regarding offering price per unit and applicable sales
charge under the Total Reinvestment Plan, see the "Total Reinvestment Plan" in
Part B of this Prospectus.
*** The Trustee maintains its principal executive office at 270 Park Avenue,
New York, New York 10017 and its unit investment trust office at 770 Broadway,
New York, New York 10003 (Tel. No. 1-800-882-9898). For information regarding
redemption by the Trustee, see "Trustee Redemption" in Part B of this
Prospectus.

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A-7

<PAGE>

INFORMATION REGARDING THE TRUST AS OF JUNE 30, 1996

Description of Portfolio*

Number of Issues: 58 (58 issuers)
Domestic Issuers: 45 (77.60% at the
initial aggregate value of securities)
Foreign Issuers: 13 (22.40% of the
initial aggregate value of securities)
(NYSE 63.82%; AMEX 7.32%; Over the Counter
28.86%) Common Stocks 81.31%
ADRs 18.69%

Percent of Issues by Industry:

Broadcasting (8.10%)
Cable (8.95%)
Other Media (15.86%)
Publishing/Entertainment (35.25%)
Telecommunications (31.84%)

Percentage of Portfolio by Country of Organization or
Principal Place of Business of Issuers:

Bermuda 1.48% Mexico 5.15%
Brazil 3.15% Netherlands .88%
Hong Kong 1.51% Spain 1.86%
Japan 3.06% United Kingdom 4.33%
Luxembourg 1.86% United States 77.60%

- --------
* For Changes in the Trust Portfolio from July 1, 1996 to September 15,
1996 see Schedule A on pages A-10 through A-15.

404000.1
A-8

<PAGE>

FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:
<TABLE>
<CAPTION>

Distribu-
tions of
Principal
During
Net Asset* the
Units Out- Value Distributions of Income Period
Period Ended standing Per Unit During the Period (per Unit) (Per Unit)
- ------------ ---------- ---------- ---------------------------- ----------

<S> <C> <C> <C> <C>
June 30, 1996 624,127 $10.58 -0- $0.03

</TABLE>

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

* Net Asset Value per Unit is calculated by dividing net assets as
disclosed in the "Statement of Net Assets" by the number of Units
outstanding as of the date of the Statement of Net Assets. See Note 5
of Notes to Financial Statements for a description of the components
of Net Assets.

404000.1
A-9

<PAGE>

SCHEDULE A

Changes in the Trust Portfolio:
------------------------------

On July 9, 1996, 99 shares ($2,666.97) of Gaylord Entertainment Company
held by the Trust (Portfolio no. 23) were sold.

On August 19, 1996, 25 shares ($2,332.80) of BHC Communications, Inc.
held by the Trust (Portfolio no. 1) were sold.

On August 19, 1996, 36 shares ($2,229.56) of Chris-Craft Industries, Inc.
held by the Trust (Portfolio no. 2) were sold.

On August 19, 1996, 131 shares ($2,530.27) of Scandinavian Broadcasting
Systems held by the Trust (Portfolio no. 3) were sold.

On August 19, 1996, 220 shares ($3,341.80) of Comcast Corporation held
by the Trust (Portfolio no. 4) were sold.

On August 19, 1996, 89 shares ($2,197.41) of International Cable Tel. held
by the Trust (Portfolio no. 5) were sold.

On August 19, 1996, 99 shares ($3,038.31) of Media General, Inc. held by
the Trust (Portfolio no. 6) were sold.

On August 19, 1996, 47 shares ($2,129.73) of NYNEX Corp. held by the Trust
(Portfolio no. 7) were sold.

On August 19, 1996, 154 shares ($2,358.51) of Telecommunications, Inc.
held by the Trust (Portfolio no. 8) were sold.

On August 19, 1996, 73 shares ($2,149.12) of America Online held by the
Trust (Portfolio no. 9) were sold.

On August 19, 1996, 26 shares ($895.44) of Broderbund Software, Inc. held
by the Trust (Portfolio no. 10) were sold.

On August 19, 1996, 102 shares ($2,467.38) of Central European Media
Enterprises held by the Trust (Portfolio no. 11) were sold.

On August 19, 1996, 34 shares ($937.17) of H&R Block Inc. held by the
Trust (Portfolio no. 12) were sold.

On August 19, 1996, 31 shares ($3,419.65) of IBM held by the Trust
(Portfolio no. 13) were sold.

On August 19, 1996, 49 shares ($3,984.44) of Intel Corporation held by the
Trust (Portfolio no. 14) were sold.

On August 19, 1996, 43 shares ($5,367.05) of Microsoft Corporation held by
the Trust (Portfolio no. 15) were sold.

On August 19, 1996, 85 shares ($983.03) of Novell held by the Trust
(Portfolio no. 16) were sold.

On August 19, 1996, 99 shares ($2,592.81) of Pan Am Sat held by the Trust
(Portfolio no. 17) were sold.

On August 19, 1996, 73 shares ($2,504.91) of Sierra On-Line, Inc. held by
the Trust (Portfolio no. 18) were sold.

404000.1
A-10

<PAGE>

On August 19, 1996, 164 shares ($851.16) of Spectrum Holobyte Inc. held by
the Trust (Portfolio no. 19) were sold.

On August 19, 1996, 76 shares ($1,515.39) of AMC Entertainment held by the
Trust (Portfolio no. 20) were sold.

On August 19, 1996, 321 shares ($1,665.93) of American Media Inc. held by
the Trust (Portfolio no. 21) were sold.

On August 19, 1996, 154 shares ($3,956.12) of BET Holdings held by the
Trust (Portfolio no. 22) were sold.

On August 19, 1996, 98 shares ($2,407.29) of Gaylord Entertainment Company
held by the Trust (Portfolio no. 23) were sold.

On August 19, 1996, 73 shares ($2,450.16) of Knight Ridder held by the
Trust (Portfolio no. 26) were sold.

On August 19, 1996, 89 shares ($2,186.29) of Liberty Media Group held by
the Trust (Portfolio no. 27) were sold.

On August 19, 1996, 86 shares ($3,520.72) of Meredith Corporation held by
the Trust (Portfolio no. 28) were sold.

On August 19, 1996, 209 shares ($4,193.45) of News Corporation Limited
held by the Trust (Portfolio no. 29) were sold.

On August 19, 1996, 67 shares ($3,597.11) of Pulitzer Publishing Company
held by the Trust (Portfolio no. 30) were sold.

On August 19, 1996, 34 shares ($2,318.46) of Scholastic Corp. held by the
Trust (Portfolio no. 31) were sold.

On August 19, 1996, 85 shares ($2,852.93) of Seagram's Ltd. held by the
Trust (Portfolio no. 32) were sold.

On August 19, 1996, 135 shares ($4,699.87) of Time Warner Inc. held by the
Trust (Portfolio no. 33) were sold.

On August 19, 1996, 112 shares ($3,689.15) of Viacom Inc. held by the
Trust (Portfolio no. 34) were sold.

On August 19, 1996, 95 shares ($5,504.11) of Walt Disney Company held by
the Trust (Portfolio no. 35) were sold.

On August 19, 1996, 104 shares ($2,827.66) of AirTouch Communications Inc.
held by the Trust (Portfolio no. 36) were sold.

On August 19, 1996, 78 shares ($4,187.68) of AT&T Corp. held by the Trust
(Portfolio no. 37) were sold.

On August 19, 1996, 98 shares ($3,913.99) of BCE Inc. held by the Trust
(Portfolio no. 38) were sold.

On August 19, 1996, 60 shares ($2,336.32) of Bell South Corp. held by the
Trust (Portfolio no. 39) were sold.

On August 19, 1996, 166 shares ($2,417.79) of Centennial Cellular Corp.
held by the Trust (Portfolio no. 41) were sold.

On August 19, 1996, 51 shares ($1,692.63) of Century Telephone
Enterprises, Inc. held by the Trust Portfolio no. 42) were sold.

404000.1
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<PAGE>

On August 19, 1996, 58 shares ($2,381.69) of GTE Corporation held by the
Trust (Portfolio no. 43) were sold.

On August 19, 1996, 49 shares ($2,685.85) of Motorola, Inc. held by the
Trust (Portfolio no. 44) were sold.

On August 19, 1996, 59 shares ($2,238.38) of Nippon Telegraph & Telephone
held by the Trust (Portfolio no. 45) were sold.

On August 19, 1996, 62 shares ($2,429.69) of Sprint Corporation held by
the Trust (Portfolio no. 46) were sold.

On August 19, 1996, 102 shares ($1,651.38) of Telecommunications
International, Inc. held by the Trust (Portfolio no. 47) were sold.

On August 19, 1996, 75 shares ($2,311.02) of US West held by the Trust
(Portfolio no. 48) were sold.

On August 19, 1996, 191 shares ($5,598.98) of Grupo Televisa S.A. held by
the Trust (Portfolio no. 49) were sold.

On August 19, 1996, 26 shares ($1,525.89) of PolyGram NV held by the Trust
(Portfolio no. 50) were sold.

On August 19, 1996, 40 shares ($2,767.60) of Reuters Holdings P.L.C. held
by the Trust (Portfolio no. 51) were sold.

On August 19, 1996, 47 shares ($3,040.32) of Sony Corp. held by the Trust
(Portfolio no. 52) were sold.

On August 19, 1996, 118 shares ($2,279.09) of Cable and Wireless plc held
by the Trust (Portfolio no. 53) were sold.

On August 19, 1996, 145 shares ($2,401.85) of Hong Kong Telecom held by
the Trust (Portfolio no. 54) were sold.

On August 19, 1996, 78 shares ($5,786.62) of Telecommunicacoes Brasileiras
S.A. held by the Trust (Portfolio no. 55) were sold.

On August 19, 1996, 58 shares ($3,092.16) of Telefonica de Espana held by
the Trust (Portfolio no. 56) were sold.

On August 19, 1996, 90 shares ($2,795.75) of Telefonos De Mexico S.A. held
by the Trust (Portfolio no. 57) were sold.

On August 19, 1996, 59 shares ($2,172.01) of Voda Fone Group plc held by
the Trust (Portfolio no. 58) were sold.

On August 20, 1996, 45 shares ($1,650.99) of GC Companies, Inc. held by
the Trust (Portfolio no. 24) were sold.

On August 20, 1996, 152 shares ($2,783.78) of International Family
Entertainment, Inc. held by the Trust (Portfolio no. 25) were sold.

On September 13, 1996, 17 shares ($1,592.67) of BHC Communications, Inc.
held by the Trust (Portfolio no. 1) were sold.

On September 13, 1996, 38 shares ($1,531.91) of Chris-Craft Industries,
Inc. held by the Trust (Portfolio no. 2) were sold.

On September 13, 1996, 90 shares ($1,884.60) of Scandinavian Broadcasting
Systems held by the Trust (Portfolio no. 3) were sold.

404000.1
A-12

<PAGE>

On September 13, 1996, 152 shares ($2,403.88) of Comcast Corporation held
by the Trust (Portfolio no. 4) were sold.

On September 13, 1996, 62 shares ($1,406.78) of International Cable Tel,
held by the Trust (Portfolio no. 5) were sold.

On September 13, 1996, 69 shares ($2,255.61) of Media General, Inc. held
by the Trust (Portfolio no. 6) were sold.

On September 13, 1996, 33 shares ($1,421.10) of NYNEX Corp. held by the
Trust (Portfolio no. 7) were sold.

On September 13, 1996, 107 shares ($1,558.46) of Telecommunications, Inc.
held by the Trust (Portfolio no. 8) were sold.

On September 13, 1996, 50 shares ($1,347.00) of America Online held by the
Trust (Portfolio no. 9) were sold.

On September 13, 1996, 18 shares ($412.92) of Broderbund Software, Inc.
held by the Trust (Portfolio no. 10) were sold.

On September 13, 1996, 71 shares ($1,965.99) of Central European Media
Enterprises held by the Trust (Portfolio no. 11) were sold.

On September 13, 1996, 23 shares ($582.28) of H&R Block Inc. held by the
Trust (Portfolio no. 12) were sold.

On September 13, 1996, 22 shares ($2,597.34) of IBM held by the Trust
(Portfolio no. 13) were sold.

On September 13, 1996, 34 shares ($2,858.21) of Intel Corporation held by
the Trust (Portfolio no. 14) were sold.

On September 13, 1996, 30 shares ($3,736.95) of Microsoft Corporation held
by the Trust (Portfolio no. 15) were sold.

On September 13, 1996, 59 shares ($615.96) of Novell held by the Trust
(Portfolio no. 16) were sold.

On September 13, 1996, 69 shares ($1,824.30) of Pan Am Sat held by the
Trust (Portfolio no. 17) were sold.

On September 13, 1996, 51 shares ($1,883.87) of Sierra On-Line, Inc. held
by the Trust (Portfolio no. 18) were sold.

On September 13, 1996, 114 shares ($556.04) of Spectrum Holobyte Inc. held
by the Trust (Portfolio no. 19) were sold.

On September 13, 1996, 53 shares ($937.53) of AMC Entertainment held by
the Trust (Portfolio no. 20) were sold.

On September 13, 1996, 222 shares ($1,235.38) of American Media Inc. held
by the Trust (Portfolio no. 21) were sold.

On September 13, 1996, 106 shares ($2,789.29) of BET Holdings held by the
Trust (Portfolio no. 22) were sold.

On September 13, 1996, 68 shares ($1,670.36) of Gaylord Entertainment
Company held by the Trust (Portfolio no. 23) were sold.

On September 13, 1996, 31 shares ($1,168.35) of GC Companies, Inc. held by
the Trust (Portfolio no. 24) were sold.

404000.1
A-13

<PAGE>

On September 13, 1996, 105 shares ($1,936.13) of International Family
Entertainment, Inc. held by the Trust (Portfolio no. 25) were sold.

On September 13, 1996, 50 shares ($1,721.94) of Knight Ridder held by the
Trust (Portfolio no. 26) were sold.

On September 13, 1996, 62 shares ($1,631.53) of Liberty Media Group held
by the Trust (Portfolio no. 27) were sold.

On September 13, 1996, 60 shares ($2,711.31) of Meredith Corporation held
by the Trust (Portfolio no. 28) were sold.

On September 13, 1996, 144 shares ($3,051.25) of News Corporation Limited
held by the Trust (Portfolio no. 29) were sold.

On September 13, 1996, 46 shares ($2,481.15) of Pulitzer Publishing
Company held by the Trust (Portfolio no. 30) were sold.

On September 13, 1996, 23 shares ($1,539.62) of Scholastic Corp. held by
the Trust (Portfolio no. 31) were sold.

On September 13, 1996, 59 shares ($2,002.39) of Seagram's Ltd. held by the
Trust (Portfolio no. 32) were sold.

On September 13, 1996, 93 shares ($3,202.81) of Time Warner Inc. held by
the Trust (Portfolio no. 33) were sold.

On September 13, 1996, 78 shares ($2,617.98) of Viacom Inc. held by the
Trust (Portfolio no. 34) were sold.

On September 13, 1996, 66 shares ($3,815.66) of Walt Disney Company held
by the Trust (Portfolio no. 35) were sold.

On September 13, 1996, 72 shares ($1,966.61) of AirTouch Communications,
Inc. held by the Trust (Portfolio no. 36) were sold.

On September 13, 1996, 54 shares ($2,892.41) of AT&T Corp. held by the
Trust (Portfolio no. 37) were sold.

On September 13, 1996, 68 shares ($2,715.83) of BCE Inc. held by the Trust
(Portfolio no. 38) were sold.

On September 13, 1996, 42 shares ($1,546.17) of Bell South Corp. held by
the Trust (Portfolio no. 39) were sold.

On September 13, 1996, 115 shares ($1,603.10) of Centennial Cellular Corp.
held by the Trust (Portfolio no. 41) were sold.

On September 13, 1996, 35 shares ($1,170.36) of Century Telephone
Enterprises, Inc.
(Portfolio no. 42) were sold.

On September 13, 1996, 40 shares ($3,984.94) of GTE Corporation held by
the Trust (Portfolio no. 43) were sold.

On September 13, 1996, 34 shares ($1,736.15) of Motorola, Inc. held by the
Trust (Portfolio no. 44) were sold.

On September 13, 1996, 41 shares ($1,524.74) of Nippon Telegraph &
Telephone held by the Trust (Portfolio no. 45) were sold.

404000.1
A-14

<PAGE>

On September 13, 1996, 43 shares ($1,685.11) of Sprint Corporation held by
the Trust (Portfolio no. 46) were sold.

On September 13, 1996, 71 shares ($1,078.49) of Telecommunications
International, Inc. held by the Trust (Portfolio no. 47) were sold.

On September 13, 1996, 52 shares ($1,465.83) of US West held by the Trust
(Portfolio no. 48) were sold.

On September 13, 1996, 132 shares ($3,984.94) of Grupo Televisa S.A. held
by the Trust (Portfolio no. 49) were sold.

On September 13, 1996, 18 shares ($995.63) of PolyGram NV held by the
Trust (Portfolio no. 50) were sold.

On September 13, 1996, 28 shares ($1,951.32) of Reuters Holdings P.L.C.
held by the Trust (Portfolio no. 51) were sold.

On September 13, 1996, 32 shares ($2,010.01) of Sony Corp. held by the
Trust (Portfolio no. 52) were sold.

On September 13, 1996, 82 shares ($1,645.27) of Cable and Wireless plc
held by the Trust (Portfolio no. 53) were sold.

On September 13, 1996, 100 shares ($1,643.94) of Hong Kong Telecom held by
the Trust (Portfolio no. 54) were sold.

On September 13, 1996, 54 shares ($4,134.37) of Telecommunicacoes
Brasileiras S.A. held by the Trust (Portfolio no. 55) were sold.

On September 13, 1996, 40 shares ($2,207.52) of Telefonica de Espana held
by the Trust (Portfolio no. 56) were sold.

On September 13, 1996, 62 shares ($2,018.96) of Telefonos De Mexico S.A.
held by the Trust (Portfolio no. 57) were sold.

On September 13, 1996, 40 shares ($1,442.55) of Voda Fone Group plc held
by the Trust (Portfolio no. 58) were sold.

404000.1
A-15

<PAGE>
Equity Securities Trust,
Series 6, Signature Series,
Gabelli Entertainment and
Media Trust
Financial Statements
June 30, 1996

<PAGE>

Report of Independent Accountants

To the Sponsor, Trustee and Certificateholders of
Equity Security Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust

In our opinion, the accompanying statement of net assets, including the
portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Equity Security Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust (the "Trust") at June
30, 1996, the results of its operations, the changes in its net assets and the
financial highlights for the period November 16, 1995 (date of inception)
through June 30, 1996, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these financial
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit, which included
confirmation of securities at June 30, 1996 by correspondence with the Trustee,
provides a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
October 16, 1996

<PAGE>

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

Portfolio of Investments June 30, 1996
- ------------------------------------------------------------------------------

Portfolio Number of
No. Shares Name of Issuer Market Value

Common Stock 81.31%(1)

Broadcasting 4.72%

1 967 BHC Communications, Inc. $ 94,515
2 2,135 Chris-Craft Industries, Inc. 93,694
3 4,991 Scandinavian Broadcasting Systems 122,285
-----------
310,494
-----------

Cable 8.95%
4 8,375 Comcast Corporation 153,898
5 3,419 International Cable Tel. 100,869
6 3,790 Media General, Inc. 141,194
7 1,822 NYNEX Corp. 86,554
8 5,877 Telecommunications, Inc. 106,522
-----------
589,037
-----------

Other Media 15.86%
9 2,775 American Online 121,392
10 1,013 Broderbund Software, Inc. 32,658
11 3,902 Central European Media Enterprises 97,546
12 1,311 H&R Block Inc. 42,929
13 1,214 IBM 120,145
14 1,878 Intel Corporation 137,915
15 1,662 Microsoft Corporation 199,639
16 3,259 Novell 45,219
17 3,792 Pan Am Sat 109,981
18 2,285 Sierra On-Line, Inc. 100,251
19 6,268 Spectrum Holobyte Inc. 36,040
-----------
1,043,715
-----------

See accompanying footnotes to portfolio and notes to financial statements.

<PAGE>

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

Portfolio of Investments June 30, 1996
- ------------------------------------------------------------------------------

Portfolio Number of
No. Shares Name of Issuer Market Value

Publishing/Entertainment 30.85%
20 2,921 AMC Entertainment $ 81,410
21 12,215 American Media Inc. 64,129
22 5,859 BET Holdings 154,533
23 3,736 Gaylord Entertainment Company 105,554
24 1,736 GC Companies, Inc. 64,724
25 5,805 International Family Entertainment, Inc. 107,393
26 1,388 Knight Ridder 100,647
27 3,419 Liberty Media Group 90,611
28 3,297 Meredith Corporation 137,643
29 7,946 News Corporation Limited 186,729
30 2,578 Pulitzer Publishing Company 152,771
31 1,309 Scholastic Corp. 81,159
32 3,259 Seagrams's Ltd. 109,585
33 5,137 Time Warner Inc. 201,629
34 4,295 Viacom Inc. 163,738
35 3,625 Walt Disney Company 227,894
-----------
2,030,149
-----------

Telecommunications 20.94%
36 3,972 AirTouch Communications, Inc. 112,211
37 3,000 AT&T Corp. 185,985
38 3,736 BCE Inc. 147,579
39 2,309 Bell South Corp. 96,999
40 1,984 Cellular Communications, Inc. 105,412
41 6,342 Centennial Cellular Corp. 107,015
42 1,963 Century Telephone Enterprises, Inc. 62,559
43 2,211 GTE Corporation 98,947
44 1,887 Motorola, Inc. 118,645
45 2,256 Nippon Telegraph & Telephone 82,348

See accompanying footnotes to portfolio and notes to financial statements.

<PAGE>

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

Portfolio of Investments June 30, 1996
- ------------------------------------------------------------------------------

Portfolio Number of
No. Shares Name of Issuer Market Value

46 2,371 Sprint Corporation $ 99,597
47 3,905 Telecommunications International, Inc. 68,817
48 2,881 US West 91,829
-----------
1,377,943
-----------
Total Common Stock 5,351,338
-----------

ADRs 18.69%
Broadcasting 3.38%
49 7,264 Grupo Televisa S.A. 223,353
-----------
223,353
-----------

Publishing/Entertainment 4.40%
50 992 PolyGram NV 58,163
51 1,553 Reuters Holdings P.L.C. 112,593
52 1,799 Sony Corp. 118,944
-----------
289,700
-----------

Telecommunications 10.90%
53 4,523 Cable and Wireless plc 89,330
54 5,521 Hong Kong Telecom 99,370
55 2,978 Telecommunicacoes Brasilerias S.A. 207,353
56 2,226 Telefonica de Espana 122,681
57 3,452 Telefonos De Mexico S.A. 115,650
58 2,247 Voda Fone Group plc 82,862
-----------
717,246
-----------
Total ADRs 1,230,299
-----------
Total Investments (Cost $6,315,954) $6,581,637
===========

See accompanying footnotes to portfolio and notes to financial statements.

<PAGE>

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

Footnotes to Portfolio
- ------------------------------------------------------------------------------

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

(2) See "Tax Status" in Part B of this Prospectus for a statement of the
Federal tax consequences to a Certificateholder upon the sale, redemption
or maturity of a security.

(3) At June 30, 1996, the net unrealized appreciation of all the securities
was comprised of the following:

Gross Unrealized Appreciation $ 343,437
Gross Unrealized Depreciation (77,754)
------------

Net Unrealized Appreciation $ 265,683
============

<PAGE>

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

Statement of Net Assets
June 30, 1996
- ------------------------------------------------------------------------------

Investments in Securities,
at Market Value (Cost $6,315,954) $ 6,581,637

Other Assets
Dividend Receivable 13,755
Organizational Costs 30,600
------------
Total Other Assets 44,355
------------

Other Liabilities
Accrued Expenses 500
Advance from Trustee 6,563
Accounts Payable 18,099
------------
Total Other Liabilities 25,162
------------

Excess of Other Assets over Other Liabilities 19,193
------------

Net assets (624,127 units of fractional undivided
interest outstanding, $10.58 per unit) $ 6,600,830
------------

The following notes form an integral part of the financial statements.

<PAGE>

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

Statement of Operations
- ------------------------------------------------------------------------------

November 16, 1995
(Date of Inception)
to June 30, 1996

Investment Income
Dividend Income $ 26,163
------------

Expenses
Trustee and Evaluator Fees 1,532
Sponsor's Advisory Fees 59
Amortization of Organizational Costs 5,400
------------

Total Expenses 6,991
------------

Net Investment Income 19,172
------------

Realized and Unrealized Gain (Loss)
Realized Gain (Loss) on
Investments (30)
Change in Unrealized Appreciation
(Depreciation) on Investments 265,683
------------

Net Gain (Loss) on Investments 265,653
------------

Net Increase in Net Assets
Resulting From Operations 284,825
============

The following notes form an integral part of the financial statements.

<PAGE>

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

Statement of Changes in Net Assets
- ------------------------------------------------------------------------------

November 16, 1995
(Date of Inception)
to June 30, 1996

Operations
Net Investment income $ 19,172
Realized and Unrealized Gain (Loss)
Realized Gain (Loss) on
Investments (30)
Change on Unrealized Appreciation
(Depreciation) on Investments 265,683
------------

Net Increase (Decrease) in Net Assets
Resulting From Operations 284,825
------------

Distributions to Certificateholders
Principal 10,579
------------

Total Distributions 10,579

Total Increase 274,246
------------

Net Assets
Date of Deposit 119,952

Additional Deposits During
Offering Period 6,206,632
------------

End of Year (Including
Undistributed Net Investment
Income of $19,172) 6,600,830
============

The following notes form an integral part of the financial statements.

<PAGE>

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

Notes to Financial Statements
June 30, 1996
- ------------------------------------------------------------------------------

1. Organization

Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust (the "Trust") was organized on November 16,
1995 by Reich & Tang Distributions LP (Sponsor) under the laws of the
State of New York by a Trust Indenture and Agreement, and is registered
under the Investment Company Act of 1940. On November 16, 1995 (date of
initial deposit) the Trust had 20,806 units outstanding. During the
period November 16, 1995 to June 28, 1996 (the offering period) the Trust
issued an additional 603,321 units bringing the total number of units
issued to 624,127. The objective of the Trust is to seek to achieve
capital appreciation together with current income and growth in income,
with growth in capital.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies
consistently followed by the Trust in preparation of its financial
statements. The policies are in conformity with generally accepted
accounting principles ("GAAP"). The preparation of financial statements
in accordance with GAAP requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the
financial statements.
Actual amounts could differ from those estimates.

Security Valuation
Investments are carried at market value which is determined by The
Trustee based upon the closing bid prices of the securities at the end of
the period, which approximates the fair value of the securities at that
date, except that the market value on the date of deposit represents the
cost to the Trust based on the offering prices for investments at that
date. The difference between cost and market value is reflected as
unrealized appreciation (depreciation) of investments. Securities
transactions are recorded on the trade date. Realized gains (losses) from
securities transactions are determined on the basis of specific
identification of the securities sold or redeemed. Organizational Costs
incurred by the Trust of $36,000 have been capitalized and are being
amortized over the life of the Trust, which is scheduled to terminate no
later than January 15, 1999.

3. Income Taxes

No provision for federal income taxes has been made in the accompanying
financial statements because the Trust intends to qualify for and elect
the tax treatment applicable to Grantor Trusts under the Internal Revenue
Code. Under existing law, if the Trust so qualifies, it will not be
subject to federal income tax on net income and capital gains that are
distributed to unit holders.

<PAGE>

2
Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust

Notes to Financial Statements
June 30, 1996
- ------------------------------------------------------------------------------

4. Trust Administration

The Chase Manhattan Bank (the "Trustee") has custody of assets and
responsibility for the accounting records and financial statements of the
Trust and is responsible for establishing and maintaining a system of
internal control related thereto. The Trustee is also responsible for all
estimates of expenses and accruals reflected in the Trust's financial
statements.

The Trust Indenture and Agreement provides for income distributions as
often as monthly (depending upon the distribution plan elected by the
Certificateholders).

The Trust Indenture and Agreement further requires that principal
received from the disposition of securities, other than those securities
sold in connection with the redemption with the redemption of units, be
distributed to Certificateholders.

The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. No units were redeemed since the inception of the Trust.

The Trust pays an annual fee for Trustee services rendered that is based
on $.83 per 100 units outstanding. In addition, a maximum fee of $.25 per
100 units outstanding is paid to the Sponsor.

5. Concentration of Credit Risk

Since the Trust invests a portion of its assets in equity securities in
the entertainment, media and communications industries, it may be
affected by 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.

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).

The risks of investing in the entertainment and media industry are
largely the same as investing in the communications industry except that
such industries are subject to less

<PAGE>

3
Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust

Notes to Financial Statements
June 30, 1996
- ------------------------------------------------------------------------------

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.

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 government 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.

6. Net Assets

At June 30, 1996, the net assets of the Trust represented the interest of
Certificateholders as follows:

Original cost to Certificateholders $ 208,066
Less initial gross underwriting commission (88,114)
------------
119,952

Cost of additional units acquired
during the offering
period to Certificateholders 6,458,514
Less gross underwriting commission (251,882)
------------
6,326,584

Accumulated cost of securities sold (10,629)
Net unrealized appreciation 265,683
Undistributed net investment income 19,172
Undistributed proceeds from investments 20
------------

Total $ 6,600,830
=============

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public offering
price net of the applicable sales charge on 684,127 units of fractional
undivided interest of the Trust as of June 30, 1996.

<PAGE>

4
Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust

Notes to Financial Statements
June 30, 1996
- ------------------------------------------------------------------------------

7. Financial Highlights (per unit)*

Selected data for a unit of the Trust outstanding for the year ended June
30, 1996:

Net Asset Value, Beginning of Period** $ 12.97
Dividend Income $ .08
Expenses (.02)
--------

Net Investment Income .06
Net Gain or Loss on Investments(1) (2.42)
---------

Total from Investment Operations 10.61

Less Distributions
to Certificateholders
Income -
Principal .03
for Redemptions
Interest -
Principal -
--------

Total Distributions .03
---------

Net Asset Value, End of Period** $ 10.58
----------

See "Financial and Statistical Information" in Part A of this Prospectus
for amounts of per unit distributions during the period November 16, 1995
(date of inception) through June 30, 1996 based on actual units.

(1) Net gain or loss on investments is a result of changes in outstanding
units since November 16, 1995 (date of inception) through June 30, 1996
and the dates of net gain and loss on investments.

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

* Unless otherwise stated, based upon average units outstanding during the
year of 322,466.5 ([20,806 + 624,127/2).
** Based upon actual units outstanding.

<PAGE>
Note: Part B of This Prospectus May Not Be
Distributed Unless Accompanied By
Part A

Please Read and Retain Both Parts of This
Prospectus for Future Reference.

EQUITY SECURITIES TRUST
SERIES 6

PROSPECTUS PART B

Dated: October 31, 1996

THE TRUST

Organization

"Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust" (the "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, 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." 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

C/M: 11939.0001 416009.1

<PAGE>

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.

The Securities

In selecting Securities for the Trust, the portfolio consultant,
Gabelli Funds, Inc. (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,

C/M: 11939.0001 416009.1
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<PAGE>

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 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.")

C/M: 11939.0001 416009.1
3

<PAGE>

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.

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

C/M: 11939.0001 416009.1
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<PAGE>

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. The Sponsor, however, 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. Because these clients may have
differing investment objectives, however, 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 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

C/M: 11939.0001 416009.1
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<PAGE>

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 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.

C/M: 11939.0001 416009.1
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<PAGE>

The value of the common stocks in the Trust thus may 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

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<PAGE>

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

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>
Hong New United
Canada Chile Kong Mexico Zealand Spain Kingdom
Dollar Peso Dollar Peso Dollar Peseta Pound

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sept. 1996 1.3639 412.7115 7.7340 7.5415 1.4273 128.16 .640
Aug. 1996 1.3684 410.6776 7.7340 7.5873 1.4489 125.05 .640
July 1996 1.3744 411.0152 7.7340 7.5988 1.4503 125.71 .642
June 1996 1.3657 410.8463 7.7460 7.5815 1.4599 128.22 .644
May 1996 1.3712 408.9980 7.7399 7.4239 1.4719 128.93 .645
Apr. 1996 1.3615 407.3320 7.7399 7.4571 1.4560 127.37 .666
Mar. 1996 1.3626 411.5226 7.7340 7.5415 1.4682 124.13 .655
Feb. 1996 1.3719 412.3711 7.7340 7.6220 1.4854 123.73 .653
Jan. 1996 1.3761 411.5226 7.7340 7.4349 1.4868 125.36 .662
Dec. 1995 1.3639 406.6694 7.7340 7.7101 1.5298 121.33 .644
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 381.9076 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

</TABLE>

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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 depositories 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 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

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<PAGE>

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.

Dividends

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.

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.

PUBLIC OFFERING

Offering Price

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purchases shall be based upon the number of years remaining to the Trust's
termination date (See "The Trust--Termination" in Part A) as provided in the
table below. The Public Offering Price can vary on a daily basis from the
amount stated in the Summary of Essential Information 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.

As Percent of Public
Years to Termination Offering Price

less than 6 months 0%

6 months to 1 year 2.95%

over 1 yr. to 2 yrs. 3.45%

over 2 yrs. to 3 yrs. 3.90%

over 3 yrs. to 4 yrs. 4.50%

over 4 yrs. 4.90%

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)
or, if there is no closing sale price at that time on that exchange or that
system, at the mean between the closing bid and asked prices. 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.

Discounts

Employees (and their immediate families) of Reich & Tang Distributors
L.P. (and its affiliates), the Portfolio Consultant, and of the special
counsel to the Sponsor, 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 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.

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

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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.

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.

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

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
underwriting syndicate may also realize profits or sustain losses as a result
of fluctuations after the initial Date of Deposit in the aggregate value of
the Securities and hence in the Public Offering Price received by the Sponsor
and the Underwriters for the Units. Cash, if any, made available to the
Sponsor prior to settlement date for the purchase of Units may be used in the
Sponsor's business subject to the limitations of 17 CFR 240.15c3-3 under the
Securities Exchange Act of 1934 and may be of benefit to the Sponsor.

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

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

RIGHTS OF CERTIFICATEHOLDERS

Certificates

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

Distributions

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

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

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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.

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

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<PAGE>

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 increase prior to the time when

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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 his termination distributions, which are (i)
to receive his pro rata share of the underlying Securities in kind, (ii) to
receive cash upon liquidation of his pro rata share of the underlying
Securities, or (iii) to invest the amount of cash he would receive upon the
liquidation of his 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

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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 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

Certificateholders who wish to dispose of their Units should inquire of
the Sponsor as to the current market prices prior to making a tender for
redemption. 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. 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.

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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 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. Effective on or after November 15, 1996, the
address of the Trustee's unit investment trust office will be 4 New York
Plaza, New York, New York 10004. 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

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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.

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

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

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

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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.

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

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

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

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

The Trust Agreement provides that it is the responsibility of the
Sponsor to instruct the Trustee to reject any offer made by an issuer of any
of the Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, if any exchange or
substitution is effected notwithstanding such rejection, any securities or
other property received shall be promptly sold unless the Depositor directs
that it be retained.

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

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

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

Trust Agreement and Amendment

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

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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 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 Mandatory Termination
Date 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

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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 and to the extent 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
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

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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. ("Reich & Tang") (successor
to the Unit Investment Trust Division of Bear, Stearns & Co. Inc. ("Bear
Stearns")), 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 & 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 for numerous series of unit
investment trusts, including: New York Municipal Trust, Series 1 (and
Subsequent Series), Municipal Securities Trust, Series 1 (and Subsequent
Series), 1st Discount Series (and Subsequent Series), Multi-State Series 1
(and Subsequent Series), Mortgage Securities Trust, Series 1 (and Subsequent

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<PAGE>

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).

On August 30, 1996, the merger of New England Mutual Life Insurance
Company and Metropolitan Life Insurance Company ("MetLife") became effective,
with MetLife being the continuing company. RTAM LP remains a wholly-owned
subsidiary of NEIC LP, a New York Stock Exchange listed company, but its sole
general partner is now an indirect subsidiary of MetLife. MetLife also
indirectly owns a majority of the outstanding limited partnership interest of
NEIC LP.

MetLife is a mutual life insurance company with assets of $142.2 billion
at March 31, 1996. It is the second largest life insurance company in the
United States in terms of total assets. MetLife provides a wide range of
insurance and investment products and services to individuals and groups and
is the leader among United States life insurance companies in terms of total
life insurance in force, which exceeded $1.2 trillion at March 31, 1996 for
MetLife and its insurance affiliates. MetLife and its affiliates provide
insurance or other financial services to approximately 36 million people
worldwide.

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 its own
willful misfeasance, bad faith, gross negligence or reckless disregard of its
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 with its principal executive
office located at 270 Park Avenue, New York, New York 10017, (800) 428-8890
and its unit investment trust office at 770 Broadway, New York, New York
10003. Effective on and after November 15, 1996, the address of the Trustee's
unit investment trust office will be 4 New York Plaza, New York, New York
10004. The Trustee is subject to supervision by the Superintendent of Banks
of the State of New York, 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

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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 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 $11.6 billion as of August 31, 1996.

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

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

Evaluation of the Trust

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

TRUST EXPENSES AND CHARGES

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

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

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

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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;
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 or Mortgage
Securities 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

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<PAGE>

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 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

C/M: 11939.0001 416009.1
29

<PAGE>

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
Municipal Securities Trust, Insured Municipal Securities Trust, Mortgage
Securities Trust, New York 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

C/M: 11939.0001 416009.1
30

<PAGE>

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 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

C/M: 11939.0001 416009.1
31

<PAGE>

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 10022, as counsel for the Sponsor. Carter, Ledyard
& Milburn, Two Wall Street, New York, New York 10005 have acted as counsel for
the Trustee,

Independent Accountants

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

C/M: 11939.0001 416009.1
32

<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

C/M: 11939.0001 416009.1
33

<PAGE>

INDEX

Title Page EQUITY SECURITIES TRUST
SERIES 6
PART A

The Trust..................................... A-2 GABELLI ENTERTAINMENT AND
Risk Considerations........................... A-3 MEDIA TRUST
Public Offering............................... A-4
Distributions................................. A-4
Market for Units.............................. A-4 (Unit Investment Trust)
Total Reinvestment Plan....................... A-5
Termination................................... A-5
Summary of Essential Information.............. A-7 Prospectus
Information Regarding the Trust............... A-8
Financial and Statistical Information......... A-9 Dated: October 31, 1996

PART B

The Trust..................................... 1 Sponsor:
Risk Considerations........................... 5
Public Offering............................... 10 Reich & Tang
Rights of Certificateholders.................. 13 Distributors L.P.
Tax Status.................................... 14 600 Fifth Avenue
Liquidity..................................... 17 New York, N.Y. 10020
Total Reinvestment Plan....................... 20 212-830-5200
Trust Administration....................... .. 20
Trust Agreement and Amendment ................ 21 Portfolio Consultant:
Trust Expenses and Charges.................... 27
Exchange Privilege and Conversion Offer....... 28 Gabelli Funds, Inc.
Other Matters................................. 32 One Corporate Center
Rye, New York 10580-1430
Parts A and B of this Prospectus
do not contain all of the information set forth in Trustee:
the registration statement and exhibits relating
thereto, filed with the Securities and Exchange The Chase Manhattan Bank
Commission, Washington, D.C., under the 770 Broadway
Securities Act of 1933, and to which reference is New York, N.Y. 10003
made. 1-800-882-9898

* * *

This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, securities in any state to any person to whom
it is not lawful to make such offer in such state.

* * *

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, the Evaluator, 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.

C/M: 11939.0001 416009.1
34

<PAGE>

PART II

ADDITIONAL INFORMATION NOT REQUIRED
IN PROSPECTUS

CONTENTS OF REGISTRATION STATEMENT

This Post-Effective Amendment to the 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.
Signatures.
Consent of Independent Auditors
Consent of Counsel (included in Exhibit 99.3.1)

The following exhibits:

99.1.1 -- Reference Trust Agreement including certain
amendments to the Trust Indenture and Agreement (filed as
Exhibit 99.1.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-62627 of Equity Securities Trust, Series 6 on
November 16, 1995 and incorporated herein by reference).

99.1.1.1 -- Form of Trust Indenture and Agreement for Equity
Securities Trust, Series 6, Signature Series (and Subsequent
Series) dated November 16, 1995 (filed as Exhibit 1.1.1 to
Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 on November 16, 1995 and incorporated herein by
reference).

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 dated November
1, 1995 (filed as Exhibit 1.4 to Amendment No. 1 to Form S-6
Registration Statement No. 33-62627 of Equity Securities
Trust, Series 6 on November 16, 1995 and incorporated herein
by reference).

99.2.1 -- Form of Certificate (filed as Exhibit 2.1 to
Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 of Equity Securities Trust, Series 6 on November 16,
1995 and incorporated herein by reference).

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 (filed as Exhibit 3.1 to Amendment No. 1 to Form S-6
Registration Statement No. 33-62627 of Equity Securities
Trust, Series 6 on November 16, 1995 and incorporated herein
by reference).

II-1
409401.1

<PAGE>

99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P.,
the Depositor, by its officers and a majority of its Directors
(filed as Exhibit 6.0 to Amendment No. 1 to Form S-6
Registration Statement No. 33-62627 of Equity Securities
Trust, Series 6, Signature Series, Gabelli Entertainment and
Media Trust on November 16, 1995 and incorporated herein by
reference).

*27 -- Financial Data Schedule(s) (for EDGAR filing only).

- --------

* Being filed by this Amendment.

II-2
409401.1

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant, Equity Securities Trust, Series 6, has duly caused this
PostEffective Amendment 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 25th day of October, 1996.

EQUITY SECURITIES TRUST, SERIES 6
(Registrant)

REICH & TANG DISTRIBUTORS L.P.
(Depositor)

By: Reich & Tang Asset Management, Inc.,
as general partner

By: /s/ PETER J. DEMARCO
Peter J. DeMarco
(Authorized Signatory)

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment 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., the general
partner of Reich & Tang Distributors L.P., the Depositor, in the capacities and
on the dates indicated.

<TABLE>

Name Title Date

<S> <C> <C>
PETER S. VOSS President, Chief Executive Officer )
and Director )
G. NEAL RYLAND Executive Vice President, ) October 25, 1996
Treasurer and Chief Financial )
Officer )
EDWARD N. WADSWORTH Clerk )
RICHARD E. SMITH III Director ) By: /s/ PETER J. DEMARCO
--------------------
STEVEN W. DUFF Director ) Peter J. DeMarco
BERNADETTE N. FINN Vice President ) Attorney-in-Fact*
LORRAINE C. HYLSLER Secretary )
RICHARD DE SANCTIS Vice President and Treasurer )

</TABLE>

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

* Executed copies of Powers of Attorney were filed as Exhibit 6.0 to
Amendment No. 1 to Form S-6 Registration Statement No. 33-62627 on
November 16, 1995.

II-3
409401.1

<PAGE>
Consent of Independent Accountants

We hereby consent to the use in the Prospectus Part A constituting part of
this Post- Effective Amendment to the registration statement on Form S-6 of our
report dated October 16, 1996, relating to the financial statements and
financial highlights for the year ended June 30, 1996 of the Equity Securities
Trust, Series 6, Signature Series, Gabelli Entertainment and Media Trust, which
appear in such Prospectus. We also consent to the reference to us under the
heading "Independent Accountants" in the Prospectus Part B.

Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
October 28, 1996

<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> 0001000402
<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> Nov-16-1995
<PERIOD-END> Jun-30-1996
<PERIOD-TYPE> Year
<INVESTMENTS-AT-COST> 6315954
<INVESTMENTS-AT-VALUE> 6581637
<RECEIVABLES> 13755
<ASSETS-OTHER> 30600
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6625992
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 25162
<TOTAL-LIABILITIES> 25162
<SENIOR-EQUITY> 6600830
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 19172
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 20
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 265683
<NET-ASSETS> 6600830
<DIVIDEND-INCOME> 26163
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 6991
<NET-INVESTMENT-INCOME> 19172
<REALIZED-GAINS-CURRENT> (30)
<APPREC-INCREASE-CURRENT> 265653
<NET-CHANGE-FROM-OPS> 284825
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 10579
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 274246
<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> 12.97
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> (2.42)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> .03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.58
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>