EQUITY SECURITIES TRUST SERIES 6, 485BPOS, 1997-10-30

EQUITY SECURITIES TRUST SERIES 6
485BPOS, 1997-10-30

Previous: AMBANC HOLDING CO INC, 4, 1997-10-30

Next: MARKETVEST FUNDS, N-30D, 1997-10-30

As filed with the Securities and Exchange Commission on October 30, 1997

Registration No. 33-62627

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 2
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, 1997 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on ( date ) pursuant to paragraph (a) of Rule 485

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

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, 1997 (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, 1997

C/M: 404000.2
A-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

C/M: 404000.2
A-2

<PAGE>

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

C/M: 404000.2
A-3

<PAGE>

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

In connection with the deposit of Additional Securities subsequent to
the initial Date of Deposit, if cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of a
Security increases or decreases between the deposit and the time the Security is
purchased, Units may represent less or more of that Security and more or less of
the other Securities in the Trust. In addition, brokerage fees incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trust. Price fluctuations during the period
from the time of deposit to the time the Securities are purchased, and payment
of brokerage fees, will affect the value of every Certificateholder's Units and
the income per Unit received by the Trust. (See "The Trust--Risk Considerations"
in Part B of this Prospectus.)

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

PUBLIC OFFERING PRICE

The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities (the price at which they could be
directly purchased by the public assuming they were available) in the Trust
divided by the number of Units outstanding times 100 plus a sales charge of
3.416% of the Public Offering Price per 100 Units or 3.537% 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

C/M: 404000.2
A-4

<PAGE>

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

TOTAL REINVESTMENT PLAN

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

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

C/M: 404000.2
A-5

<PAGE>

in any event be disposed of by the end of the Liquidation Period. The Sponsor
does not anticipate that the period will be longer than 60 days, and it could be
as short as one day, depending on the liquidity of the Securities being sold.
The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available for sale on any
particular day.

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

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

C/M: 404000.2
A-6

<PAGE>

EQUITY SECURITIES TRUST, SERIES 6

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1997

<S> <C>
Date of Deposit* November 16, 1995 Minimum Principal Distribution: $1.00
Aggregate Value of Securities....$6,099,804.14 per 100 Units.
Aggregate Value of Securities Liquidation Period: Beginning 60 days
per 100 Units..................$1,281.67 prior to the Mandatory Termination
Number of Units..................475,925 Date.
Fractional Undivided Interest Minimum Value of Trust: The Trust may be
in Trust.......................1/475925 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..........$6,099,804.14 Mandatory Termination Date: The earlier
Divided By 475,925 Units of January 15, 1999 or the
(times 100)..................$1,281.67 disposition of the last Security in
Plus Sales Charge of 3.416% the Trust.
of Public Offering Price Trustee***: The Chase Manhattan Bank.
per 100 units................$45.33 Trustee's Annual Fee: $.83 per 100 Units
Public Offering Price per outstanding.
100 Units....................$1,327.00 Portfolio Consultant: Gabelli Funds,
Sponsor's Repurchase Price and Inc.
Redemption Price per 100 Other Annual Fees and Expenses: $.09 per
Units........................$1,281.67 100 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........................$45.33 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 10004 and its unit investment trust office at 4 New York
Plaza, 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.

C/M: 404000.2
A-7

<PAGE>

INFORMATION REGARDING THE TRUST AS OF JUNE 30, 1997

Description of Portfolio*

Number of Issues: 62 (60 issuers)
Domestic Issuers: 48 (72.57% of the
aggregate value of securities)
Foreign Issuers: 14 (27.43% of the
aggregate value of securities)
(NYSE 68.63%; AMEX 5.54%; Over the Counter
25.83%) Common Stocks 75.24%
ADRs 24.76%

Percent of Issues by Industry:

Broadcasting (6.98%)
Cable (7.80%)
Other Media (18.21%)
Publishing/Entertainment (33.09%)
Telecommunications (33.92%)

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

Bermuda 1.28% Mexico 4.85%
Brazil 5.69% Netherlands .67%
Hong Kong 1.62% Spain 2.41%
Japan 3.38% United Kingdom 4.20%
Luxembourg 1.40% United States 74.50%
- --------
* For Changes in the Trust Portfolio from July 1, 1997 to September 15,
1997 see Schedule A on pages A-10 through A-16.

C/M: 404000.2
A-8

<PAGE>

FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

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

June 30, 1996 624,127 $10.58 -0- $0.03
June 30, 1997 475,925 12.88 -0- -0-

- --------
* 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.

C/M: 404000.2
A-9

<PAGE>

SCHEDULE A

Changes in the Trust Portfolio:

On August 1, 1997, 29 shares ($3,579.10) of BHC Communications, Inc. held
by the Trust (Portfolio no. 1) were sold.

On August 1, 1997, 65 shares ($3,291.70) of Chris-Craft Industries, Inc.
held by the Trust (Portfolio no. 2) were sold.

On August 1, 1997, 149 shares ($3,770.30) of Scandinavian Broadcasting
Systems held by the Trust (Portfolio no. 3) were sold.

On August 1, 1997, 250 shares ($5,591.60) of Comcast Corporation held by
the Trust (Portfolio no. 4) were sold.

On August 1, 1997, 113 shares ($4,024.60) of Media General, Inc. held by
the Trust (Portfolio no. 5) were sold.

On August 1, 1997, 102 shares ($2,198.50) of NTL Incorporated held by the
Trust (Portfolio no. 6) were sold.

On August 1, 1997, 54 shares ($2,951.50) of NYNEX Corp. held by the Trust
(Portfolio no. 7) were sold.

On August 1, 1997, 17 shares ($101.80) of TCI Satellite Entertainment held
by the Trust (Portfolio no. 8) were sold.

On August 1, 1997, 153 shares ($3,842.80) of Telecommunications, Inc.
Series A held by the Trust (Portfolio no. 9) were sold.

On August 1, 1997, 175 shares ($2,787.60) of Telecommunications, Inc.
Series A held by the Trust (Portfolio no. 9) were sold.

On August 1, 1997, 82 shares ($5,212.30) of America Online held by the
Trust (Portfolio no. 10) were sold.

On August 1, 1997, 30 shares ($652.40) of Broderbund Software, Inc. held by
the Trust (Portfolio no. 11) were sold.

On August 1, 1997, 116 shares ($2,688.70) of Central European Media
Enterprises held by the Trust (Portfolio no. 12) were sold.

On August 1, 1997, 125 shares ($3,038.00) of CUC International held by the
Trust (Portfolio no. 13) were sold.

On August 1, 1997, 40 shares ($1,484.90) of H&R Block Inc. held by the
Trust (Portfolio no. 14) were sold.

On August 1, 1997, 72 shares ($7,409.70) of IBM held by the Trust
(Portfolio no. 15) were sold.

On August 1, 1997, 112 shares ($9,777.80) of Intel Corporation held by the
Trust (Portfolio no. 16) were sold.

On August 1, 1997, 99 shares ($13,782.60) of Microsoft Corporation held by
the Trust (Portfolio no. 17) were sold.

C/M: 404000.2
A-10

<PAGE>

On August 1, 1997, 97 shares ($736.70) of Novell held by the Trust
(Portfolio no. 18) were sold.

On August 1, 1997, 58 shares ($1,775.60) of Pan Am Sat Corp. held by the
Trust (Portfolio no. 19) were sold.

On August 1, 1997, 187 shares ($851.70) of Spectrum Holobyte Inc. held by
the Trust (Portfolio no. 20) were sold.

On August 1, 1997, 87 shares ($1,763.00) of AMC Entertainment held by the
Trust (Portfolio no. 21) were sold.

On August 1, 1997, 364 shares ($2,840.90) of American Media Inc. held by
the Trust (Portfolio no. 22) were sold.

On August 1, 1997, 175 shares ($6,429.70) of BET Holdings held by the Trust
(Portfolio no. 23) were sold.

On August 1, 1997, 111 shares ($2,517.30) of Gaylord Entertainment Company
held by the Trust (Portfolio no. 24) were sold.

On August 1, 1997, 52 shares ($2,155.90) of GC Companies, Inc. held by the
Trust (Portfolio no. 25) were sold.

On August 1, 1997, 173 shares ($5,934.50) of International Family
Entertainment, Inc. held by the Trust (Portfolio no. 26) were sold.

On August 1, 1997, 83 shares ($4,062.20) of Knight Ridder held by the Trust
(Portfolio no. 27) were sold.

On August 1, 1997, 197 shares ($5,452.70) of Meredith Corporation by the
Trust (Portfolio no. 29) were sold.

On August 1, 1997, 102 shares ($5,072.00) of Pulitzer Publishing Company
held by the Trust (Portfolio no. 30) were sold.

On August 1, 1997, 39 shares ($1,349.90) of Scholastic Corp. held by the
Trust (Portfolio no. 31) were sold.

On August 1, 1997, 97 shares ($3,719.30) of Seagram's Ltd. held by the
Trust (Portfolio no. 32) were sold.

On August 1, 1997, 153 shares ($8,260.50) of Time Warner Inc. held by the
Trust (Portfolio no. 33) were sold.

On August 1, 1997, 128 shares ($3,822.90) of Viacom Inc. held by the Trust
(Portfolio no. 34) were sold.

On August 1, 1997, 118 shares ($3,878.20) of AirTouch Communications,
Inc. held by the Trust (Portfolio no. 36) were sold.

On August 1, 1997, 53 shares ($1,627.90) of AirTouch Communications, Inc.
held by the Trust (Portfolio no. 37) were sold.

On August 1, 1997, 34 shares ($1,816.60) of AirTouch Communications,
Inc. held by the Trust (Portfolio no. 38) were sold.

C/M: 404000.2
A-11

<PAGE>

On August 1, 1997, 89 shares ($3,255.60) of AT&T Corp. held by the Trust
(Portfolio no. 39) were sold.

On August 1, 1997, 223 shares ($6,660.20) of BCE Inc. held by the Trust
(Portfolio no. 40) were sold.

On August 1, 1997, 69 shares ($3,214.90) of Bell South Corp. held by the
Trust (Portfolio no. 41) were sold.

On August 1, 1997, 189 shares ($2,987.00) of Centennial Cellular Corp. held
by the Trust (Portfolio no. 42) were sold.

On August 1, 1997, 58 shares ($2,098.30) of Century Telephone Enterprises,
Inc. held by the Trust (Portfolio no. 43) were sold.

On August 1, 1997, 66 shares ($3,045.60) of GTE Corporation held by the
Trust (Portfolio no. 44) were sold.

On August 1, 1997, 56 shares ($4,289.80) of Motorola, Inc. held by the
Trust (Portfolio no. 46) were sold.

On August 1, 1997, 70 shares ($3,414.80) of Sprint Corporation held by the
Trust (Portfolio no. 48) were sold.

On August 1, 1997, 116 shares ($1,789.80) of Telecommunications
International, Inc. held by the Trust (Portfolio no. 49) were sold.

On August 1, 1997, 86 shares ($3,118.50) of US West held by the Trust
(Portfolio no. 50) were sold.

On August 1, 1997, 216 shares ($6,221.60) of Grupo Televisa S.A. held by
the Trust (Portfolio no. 51) were sold.

On August 1, 1997, 237 shares ($4,427.00) of News Corporation Limited held
by the Trust (Portfolio no. 52) were sold.

On August 1, 1997, 29 shares ($1,456.70) of PolyGram NV held by the Trust
(Portfolio no. 53) were sold.

On August 1, 1997, 46 shares ($2,951.90) of Reuters Holdings P.L.C. held by
the Trust (Portfolio no. 54) were sold.

On August 1, 1997, 53 shares ($5,334.50) of Sony Corp. held by the Trust
(Portfolio no. 55) were sold.

On August 1, 1997, 135 shares ($4,040.40) of Cable and Wireless plc held by
the Trust (Portfolio no. 56) were sold.

On August 1, 1997, 164 shares ($4,129.30) of Hong Kong Telecom held by the
Trust (Portfolio no. 57) were sold.

On August 1, 1997, 67 shares ($3,418.60) of Nippon Telegraph & Telephone
held by the Trust (Portfolio no. 58) were sold.

On August 1, 1997, 89 shares ($13,423.50) of Telecommunicacoes Brasilerias
S.A. held by the Trust (Portfolio no. 59) were sold.

C/M: 404000.2
A-12

<PAGE>

On August 1, 1997, 66 shares ($5,235.90) of Telefonica de Espana held by
the Trust (Portfolio no. 60) were sold.

On August 1, 1997, 103 shares ($5,400.10) of Telefonos De Mexico S.A. held
by the Trust (Portfolio no. 61) were sold.

On August 4, 1997, 108 shares ($8,706.40) of Walt Disney Company held by
the Trust (Portfolio no. 35) were sold.

On August 4, 1997, 29 shares ($2,420.90) of Lucent Technologies held by the
Trust (Portfolio no. 45) were sold.

On August 4, 1997, 5 shares ($134.60) of NCR Corporation held by the Trust
(Portfolio no. 47) were sold.

On August 4, 1997, 67 shares ($3,301.30) of Voda Fone Group plc held by the
Trust (Portfolio no. 62) were sold.

On August 26, 1997, 12 shares ($1,461.70) of BHC Communications, Inc. held
by the Trust (Portfolio no. 1) were sold.

On August 26, 1997, 27 shares ($1,316.30) of Chris-Craft Industries, Inc.
held by the Trust (Portfolio no. 2) were sold.

On August 26, 1997, 63 shares ($1,638.60) of Scandinavian Broadcasting
Systems held by the Trust (Portfolio no. 3) were sold.

On August 26, 1997, 106 shares ($2,470.20) of Comcast Corporation held
by the Trust (Portfolio no. 4) were sold.

On August 26, 1997, 48 shares ($1,739.90) of Media General, Inc. held by
the Trust (Portfolio no. 5) were sold.

On August 26, 1997, 43 shares ($901.40) of NTL Incorporated held by the
Trust (Portfolio no. 6) were sold.

On August 26, 1997, 7 shares ($32.60) of TCI Satellite Entertainment held
by the Trust (Portfolio no. 8) were sold.

On August 26, 1997, 64 shares ($1,620.90) of Telecommunications, Inc.
Series A held by the Trust (Portfolio no. 9) were sold.

On August 26, 1997, 74 shares ($1,330.80) of Telecommunications, Inc.
Series A held by the Trust (Portfolio no. 9) were sold.

On August 26, 1997, 35 shares ($2,353.90) of America Online held by the
Trust (Portfolio no. 10) were sold.

On August 26, 1997, 12 shares ($268.40) of Broderbund Software, Inc. held
by the Trust (Portfolio no. 11) were sold.

On August 26, 1997, 49 shares ($1,179.30) of Central European Media
Enterprises held by the Trust (Portfolio no. 12) were sold.

On August 26, 1997, 53 shares ($1,316.50) of CUC International held by the
Trust (Portfolio no. 13) were sold.

C/M: 404000.2
A-13

<PAGE>

On August 26, 1997, 17 shares ($667.10) of H&R Block Inc. held by the Trust
(Portfolio no. 14) were sold.

On August 26, 1997, 30 shares ($3,172.30) of IBM held by the Trust
(Portfolio no. 15) were sold.

On August 26, 1997, 47 shares ($4,643.70) of Intel Corporation held by the
Trust (Portfolio no. 16) were sold.

On August 26, 1997, 42 shares ($5,765.00) of Microsoft Corporation held by
the Trust (Portfolio no. 17) were sold.

On August 26, 1997, 41 shares ($318.10) of Novell held by the Trust
(Portfolio no. 18) were sold.

On August 26, 1997, 79 shares ($370.10) of Spectrum Holobyte Inc. held by
the Trust (Portfolio no. 20) were sold.

On August 26, 1997, 37 shares ($692.60) of AMC Entertainment held by the
Trust (Portfolio no. 21) were sold.

On August 26, 1997, 154 shares ($1,307.80) of American Media Inc. held by
the Trust (Portfolio no. 22) were sold.

On August 26, 1997, 74 shares ($2,917.10) of BET Holdings held by the Trust
(Portfolio no. 23) were sold.

On August 26, 1997, 47 shares ($1,083.50) of Gaylord Entertainment Company
held by the Trust (Portfolio no. 24) were sold.

On August 26, 1997, 22 shares ($851.20) of GC Companies, Inc. held by the
Trust (Portfolio no. 25) were sold.

On August 26, 1997, 73 shares ($2,526.20) of International Family
Entertainment, Inc. held by the Trust (Portfolio no. 26) were sold.

On August 26, 1997, 35 shares ($1,774.30) of Knight Ridder held by the
Trust (Portfolio no. 27) were sold.

On August 26, 1997, 83 shares ($2,438.60) of Meredith Corporation by the
Trust (Portfolio no. 29) were sold.

On August 26, 1997, 43 shares ($2,239.70) of Pulitzer Publishing Company
held by the Trust (Portfolio no. 30) were sold.

On August 26, 1997, 16 shares ($512.90) of Scholastic Corp. held by the
Trust (Portfolio no. 31) were sold.

On August 26, 1997, 41 shares ($1,443.00) of Seagram's Ltd. held by the
Trust (Portfolio no. 32) were sold.

On August 26, 1997, 65 shares ($3,454.20) of Time Warner Inc. held by the
Trust (Portfolio no. 33) were sold.

On August 26, 1997, 54 shares ($1,621.80) of Viacom Inc. held by the Trust
(Portfolio no. 34) were sold.

C/M: 404000.2
A-14

<PAGE>

On August 26, 1997, 45 shares ($3,517.30) of Walt Disney Company held by
the Trust (Portfolio no. 35) were sold.

On August 26, 1997, 50 shares ($1,744.30) of AirTouch Communications,
Inc. held by the Trust (Portfolio no. 36) were sold.

On August 26, 1997, 22 shares ($713.70) of AirTouch Communications, Inc.
held by the Trust (Portfolio no. 37) were sold.

On August 26, 1997, 14 shares ($761.90) of AirTouch Communications, Inc.
held by the Trust (Portfolio no. 38) were sold.

On August 26, 1997, 38 shares ($1,493.00) of AT&T Corp. held by the Trust
(Portfolio no. 39) were sold.

On August 26, 1997, 94 shares ($2,669.70) of BCE Inc. held by the Trust
(Portfolio no. 40) were sold.

On August 26, 1997, 29 shares ($1,311.70) of Bell South Corp. held by the
Trust (Portfolio no. 41) were sold.

On August 26, 1997, 80 shares ($1,214.90) of Centennial Cellular Corp. held
by the Trust (Portfolio no. 42) were sold.

On August 26, 1997, 24 shares ($883.40) of Century Telephone Enterprises,
Inc. held by the Trust (Portfolio no. 43) were sold.

On August 26, 1997, 28 shares ($1,272.90) of GTE Corporation held by the
Trust (Portfolio no. 44) were sold.

On August 26, 1997, 12 shares ($983.20) of Lucent Technologies held by the
Trust (Portfolio no. 45) were sold.

On August 26, 1997, 23 shares ($1,809.10) of Motorola, Inc. held by the
Trust (Portfolio no. 46) were sold.

On August 26, 1997, 2 shares ($53.90) of NCR Corporation held by the Trust
(Portfolio no. 47) were sold.

On August 26, 1997, 30 shares ($1,413.70) of Sprint Corporation held by the
Trust (Portfolio no. 48) were sold.

On August 26, 1997, 49 shares ($817.90) of Telecommunications
International, Inc. held by the Trust (Portfolio no. 49) were sold.

On August 26, 1997, 36 shares ($1,325.90) of US West held by the Trust
(Portfolio no. 50) were sold.

On August 26, 1997, 92 shares ($3,078.30) of Grupo Televisa S.A. held by
the Trust (Portfolio no. 51) were sold.

On August 26, 1997, 100 shares ($1,736.60) of News Corporation Limited held
by the Trust (Portfolio no. 52) were sold.

On August 26, 1997, 12 shares ($637.40) of PolyGram NV held by the Trust
(Portfolio no. 53) were sold.

C/M: 404000.2
A-15

<PAGE>

On August 26, 1997, 19 shares ($1,132.00) of Reuters Holdings P.L.C. held
by the Trust (Portfolio no. 54) were sold.

On August 26, 1997, 22 shares ($2,107.90) of Sony Corp. held by the Trust
(Portfolio no. 55) were sold.

On August 26, 1997, 57 shares ($1,559.50) of Cable and Wireless plc held by
the Trust (Portfolio no. 56) were sold.

On August 26, 1997, 69 shares ($1,559.00) of Hong Kong Telecom held by the
Trust (Portfolio no. 57) were sold.

On August 26, 1997, 28 shares ($1,377.90) of Nippon Telegraph & Telephone
held by the Trust (Portfolio no. 58) were sold.

On August 26, 1997, 37 shares ($4,575.10) of Telecommunicacoes Brasilerias
S.A. held by the Trust (Portfolio no. 59) were sold.

On August 26, 1997, 28 shares ($2,168.90) of Telefonica de Espana held by
the Trust (Portfolio no. 60) were sold.

On August 26, 1997, 43 shares ($2,231.60) of Telefonos De Mexico S.A. held
by the Trust (Portfolio no. 61) were sold.

On August 26, 1997, 28 shares ($1,447.90) of Voda Fone Group plc held by
the Trust (Portfolio no. 62) were sold.

On August 27, 1997, 24 shares ($764.90) of Pan Am Sat Corp. held by the
Trust (Portfolio no. 19) were sold.

On August 27, 1997, 18 shares ($1,295.50) of Bell South Corp. held by the
Trust (Portfolio no. 41) were sold.

C/M: 404000.2
A-16

409401.1
<PAGE>
Report of Independent Accountants

To the Sponsor, Trustee and Certificateholders of
Equity Securities 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 Securities Trust, Series 6,
Signature Series, Gabelli Entertainment and Media Trust (the "Trust") at June
30, 1997, the results of its operations, the changes in its net assets and the
financial highlights for each of the periods then ended, 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 audits. We conducted our
audits 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
audits, which included confirmation of securities at June 30, 1997 by
correspondence with the Trustee, provide a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
Boston, MA 02110
September 15, 1997

647247.1

<PAGE>

Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust
Portfolio
June 30, 1997
----------------------------------------------------

Portfolio Number of Market
No. Shares Name of Issuer Value (4)

Common Stock 75.24%(1)

Broadcasting 4.20%
1 739 BHC Communications, Inc. $88,357
2 1,678 Chris-Craft Industries, Inc. 80,963
3 3,800 Scandinavian Broadcasting Systems 84,550
--------------------
253,870
--------------------
Cable 7.80%
4 6,373 Comcast Corporation 133,435
5 2,886 Media General, Inc. 108,586
6 2,604 NTL Incorporated(2) 64,774
7 1,391 NYNEX Corp. 80,156
8 449 TCI Satellite Entertainment(2) 3,536
9 4,476 Telecommunications, Inc. Series A(2) 81,127
--------------------
471,614
--------------------
Other Media 18.21%
10 2,113 America Online 117,404
11 774 Broderbund Software, Inc. 19,108
12 2,972 Central European Media Enterprises 77,272
13 3,198 CUC International(2) 81,749
14 1,000 H&R Block Inc. 32,250
15 1,857 IBM 167,478
16 1,434 Intel Corporation 203,359
17 2,536 Microsoft Corporation 320,487
18 2,483 Novell 17,226
19 1,405 Pan Am Sat Corp.(2) 41,623
20 4,771 Spectrum Holobyte Inc. 23,259
--------------------
1,101,215
--------------------
Publishing/Entertainment 27.26%
21 2,226 AMC Entertainment 40,903
22 9,292 American Media Inc. 64,463
23 4,462 BET Holdings 145,573
24 2,843 Gaylord Entertainment Company 65,744
<PAGE>

Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust
Portfolio
June 30, 1997
----------------------------------------------------

See accompanying footnotes to portfolio and notes to financial statements.

25 1,328 GC Companies, Inc. $61,088
26 4,422 International Family Entertainment, Inc. 152,006
27 2,116 Knight Ridder 103,816
28 3,905 Liberty Media Group 92,744
29 5,023 Meredith Corporation 145,667
30 2,623 Pulitzer Publishing Company 139,019
31 1,001 Scholastic Corp. 35,035
32 2,483 Seagram's Ltd. 99,320
33 3,911 Time Warner Inc. 188,706
34 3,270 Viacom Inc. 97,078
35 2,760 Walt Disney Company 217,695
-------------------
1,648,857
-------------------
Telecommunications 17.77%
36 3,024 AirTouch Communications, Inc. 82,782
37 1,365 AirTouch Communications, Inc., Preferred B(2) 38,902
38 877 AirTouch Communications, Inc., Preferred C(2) 42,096
39 2,285 AT&T Corp. 79,975
40 5,688 BCE Inc. 159,264
41 1,761 Bell South Corp. 81,336
42 4,827 Centennial Cellular Corp. 76,629
43 1,498 Century Telephone Enterprises, Inc. 50,370
44 1,686 GTE Corporation 73,868
45 743 Lucent Technologies(2) 53,542
46 1,439 Motorola, Inc. 109,364
47 149 NCR Corporation(2) 4,433
48 1,807 Sprint Corporation 94,416
49 2,973 Telecommunications International, Inc. 45,896
50 2,195 US West 82,450
-------------------
1,075,323
-------------------
Total Common Stock 4,550,879
-------------------

See accompanying footnotes to portfolio and notes to financial statements.

647247.1

<PAGE>

Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust
Portfolio
June 30, 1997

ADRs 24.76%(1)

Broadcasting 2.78%
51 5,529 Grupo Televisa S.A. $167,943
--------------------
167,943
--------------------

Publishing/Entertainment 5.83%
52 6,048 News Corporation Limited 116,424
53 757 PolyGram NV 40,689
54 1,187 Reuters Holdings P.L.C. 74,781
55 1,372 Sony Corp. 120,565
--------------------
352,459
--------------------
Telecommunications 16.15%
56 3,444 Cable and Wireless plc 96,001
57 4,201 Hong Kong Telecom 98,198
58 1,722 Nippon Telegraph & Telephone 83,948
59 2,268 Telecommunicacoes Brasilerias S.A. 344,169
60 1,696 Telefonica de Espana 145,962
61 2,630 Telefonos De Mexico S.A. 125,583
62 1,714 Voda Fone Group plc 83,022
--------------------
976,883
--------------------
Total ADRs 1,497,285
Total Investments (Cost $4,854,242(3)) --------------------
$6,048,164
--------------------
</TABLE>

See accompanying footnotes to portfolio and notes to financial statements.

647247.1

<PAGE>

Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust
Footnotes to Portfolio
- --------------------------------------------------------------------------------

(1) Based on total market value of portfolio.

(2) Represent securities not acquired in the initial offering
period. Securities were received as a result of corporate
actions (merger, spin-off or name change).

(3) See "Tax Status" in Part B of the Prospectus for a statement
of the Federal tax consequences to a Certificateholder upon
the sale of a security.

(4) At June 30, 1997, the net unrealized appreciation of all
securities was comprised of the following:

Gross unrealized appreciation $1,422,446

Gross unrealized depreciation
(228,524)
------------------

Net unrealized appreciation $1,193,922
==================

647247.1

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

<PAGE>

Equity Securities Trust, Series 6, Signature Series,
Gabelli Entertainment and Media Trust
Statement of Net Assets
June 30, 1997
- --------------------------------------------------------------------------------

Investments in Securities,
at Market Value (Cost $4,854,242) $6,048,164
----------

Other Assets
Cash 54,540
Dividend Receivable 4,799
Organizational Costs 21,960
----------
Total Other Assets 81,299
----------

Liabilities
Accrued Expenses 53
----------
Total Liabilities 53
----------

Excess of Other Assets over Total Liabilities 81,246
----------

Net Assets (475,925 Units of Fractional Undivided
Interest Outstanding, $12.88 per Unit) $6,129,410
==========

The accompanying 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
- --------------------------------------------------------------------------------

For the November 16, 1995
Year Ended (Date of Inception)
June 30, 1997 to June 30,1996

Investment Income
Dividends $52,469 $26,163
---------- --------

Expenses
Trustee's Fees 18,444 1,532
Sponser's Advisory Fee 1,245 59
Amortization of Organizational Costs 8,640 5,400
---------- --------

Total Expenses 28,329 6,991
---------- --------

Net Investment Income 24,140 19,172
---------- --------

Realized and Unrealized Gain (Loss)
Realized Gain (Loss) on
Investments 168,289 (30)

Change in Unrealized Appreciation
(Depreciation) on Investments 928,239 265,683
---------- --------

Net Gain on Investments 1,096,528 265,653
---------- --------

Net Increase in Net Assets
Resulting From Operations $1,120,668 $284,825
========== ========

The accompanying 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
- --------------------------------------------------------------------------------

For the November 16, 1995
Year Ended (Date of Inception)
June 30, 1997 to June 30,1996

Operations
Net Investment Income $24,140 $19,172
Realized Gain (Loss)
on Investments 168,289 (30)
Change in Unrealized Appreciation
(Depreciation) on Investments 928,239 265,683
---------- ----------

Net Increase (Decrease) in Net Assets
Resulting From Operations 1,120,668 284,825
---------- ----------

Distributions to Certificateholders
Investment Income 32 ----
Principal ---- 10,579

Redemptions
Principal 1,592,056 ----
---------- ----------

Total Distributions
and Redemptions 1,592,088 10,579
---------- ----------

Total Increase (Decrease) (471,420) 274,246

Cost of Additional Units Acquired
During the Offering Period ---- 6,126,632

Net Assets
Beginning of Year 6,600,830 199,952
---------- ----------

End of Year (Including
Undistributed Net Investment
Income of $43,280 and
$19,172, Respectively) $6,129,410 $6,600,830
========== ==========

The accompanying 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
- --------------------------------------------------------------------------------

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 Distributors L.P. (the "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 from November 16, 1995 to June 28, 1996 (the offering
period), the Trust issued an additional 603,321 units, bringing total
units issued to 624,127. The primary objective of the Trust is to seek
to achieve capital appreciation. The secondary objective of the Trust
is current income.

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.
Dividend income is recognized as of the ex-dividend date.

Security Valuation
Investments are carried at market value which is determined by Chase
Manhattan Bank (the "Trustee") based upon the closing bid prices for
the securities at the end of the year, 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.

<PAGE>

3. Income Taxes

No provision for federal income taxes has been made in the accompanying
financial statements because the Trust intends to continue to qualify
for 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 unitholders.

4. Trust Administration

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 quarterly (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 of units, be
distributed to Certificateholders.

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. For the year ended June 30, 1997, 148,202 units were
redeemed. No units were redeemed in the period from November 16, 1995
to June 30, 1996.

The Trust pays an annual fee for trustee services rendered by the
Trustee of $.83 per 100 units outstanding. In addition, a maximum fee
of $.25 per 100 units outstanding is paid to the Sponsor. For the year
ended June 30, 1997, and the period from November 16, 1995 to June 30,
1996, the "Trustee's Fees" are comprised of Trustee fees of $1,841 and
$1,490 and other expenses of $16,603 and $42, respectively. The other
expenses include professional, printing and miscellaneous fees.

<PAGE>

5. Net Assets

At June 30, 1997, the net assets of the Trust represented
the interest of Certificateholders as follows:

Original cost to Certificateholders $208,066
Less Initial Gross Underwriting Commission 8,114
----------
199,952

Cost of Additional Units Acquired during the
Offering Period to Certificateholders 6,378,514
Less Gross Underwriting Commission 251,882
----------
6,326,584

Accumulated Cost of Securities Sold 1,472,342
Net Unrealized Appreciation 1,193,922
Undistributed Net Investment Income 43,280
Undistributed Proceeds From Investments 37,966
----------

Total $6,129,410
==========

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 624,127 units of
fractional undivided interest of the Trust as of June 28, 1996.

6. 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).

<PAGE>

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 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.

<PAGE>

7. Financial Highlights (per unit)* Selected data for a unit of the Trust
outstanding:

For the November 16, 1995
year ended (Date of Inception)
June 30, 1997 to June 30, 1996

Net Asset Value, Beginning of Period** $10.58 $9.61
------ ------

Dividend Income .10 .08
Expenses (.05) (.02)
------ ------
Net Investment Income .05 .06
------ ------
Net Gain or Loss on Investments(1) 2.25 .94
------ ------

Total from Investment Operations 2.30 1.00
------ ------

Less Distributions
to Certificateholders
Principal -- .03
------ ------

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

Net Asset Value, End of Period** $12.88 $10.58
====== ======

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

- ----------
* Unless otherwise stated, based upon average units outstanding during
the year of 550,026 ([624,127 + 475,925]/2) for 1997 and of 322,467
([20,806 + 624,127]/2) for 1996.

** Based upon actual units outstanding

647247.1

<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, 1997

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

416009.2
1

<PAGE>

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

Objectives
- ----------

The primary objective of the Trust is to seek to achieve capital
appreciation. The secondary objectives of the Trust are to seek current income
and growth in income with the growth in capital. The Trust seeks to achieve
these objectives by investing primarily in a portfolio of equity securities
consisting of common stocks and preferred stocks of foreign and domestic
issuers, and contracts to purchase such Securities, selected by the Trust's
Portfolio Consultant which the Portfolio Consultant believes will enable the
Trust to achieve these objectives. All of the Securities in the Trust, with the
possible exception of the Securities that are in the form of ADRs, are listed on
the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers Automated Quotations ("NASDAQ") National
Quotation Market System and are generally followed by independent investment
research firms. There is no minimum capitalization or market trading activity
requirement for the selection of Securities for the Trust's portfolio. There can
be no assurance that the Trust's investment objectives can be achieved.

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)

416009.2
2

<PAGE>

the diversification of the Trust's portfolio as to issuers product type and
geographic focus; and (7) whether the Securities are entitled to the benefits of
sinking funds or other protective conditions. The Portfolio Consultant's
investment philosophy hinges on identifying assets that are selling in the
public market at a discount to the private market value, which the Portfolio
Consultant defines as the value informed purchasers are willing to pay to
acquire assets with similar characteristics. The Portfolio Consultant also
evaluates the issuers' free cash flow and long-term earnings trends. Finally,
the Portfolio Consultant looks for a catalyst; something in the company's
industry or indigenous to the company itself that will surface value.

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

The Trust will be concentrated in the equity securities of
entertainment and media companies. Equity securities will consist of common
stock, preferred stock and ADRs. Entertainment and media companies in which the
Trust may invest are engaged in providing the following products or services:
the creation, packaging, distribution and ownership of entertainment programming
throughout the world including pre-recorded music, feature length motion
pictures, made for T.V. movies, television series, documentaries, animation,
game shows, sports programming and news programs, live events such as
professional sporting events or concerts; theatrical exhibition, television and
radio broadcasting via VHF, UHF, satellite and microwave transmission, cable
television systems and programming, broadcast and cable networks, wireless cable
television and other emerging distribution technologies, home video, interactive
and multimedia programming including home shopping and multiplayer games;
publishing including newspapers, magazines and books, advertising agencies and
niche advertising mediums such as in-store or direct mail, emerging technologies
combining television, telephone and computer systems, computer hardware and
software, and equipment used in the creation and distribution of entertainment
programming such as that required in the provision of broadcast, cable or
telecommunications services. (See "Risk Considerations--Entertainment and Media
Issuers.")

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

416009.2
3

<PAGE>

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.")

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.

416009.2
4

<PAGE>

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

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

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

RISK CONSIDERATIONS
-------------------

Fixed Portfolio
- ---------------

The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. The Trust is not a
"managed registered investment company" and Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. Unlike a managed investment
company in which there may be frequent changes in the portfolio of securities
based upon economic, financial and market analyses, securities of a unit
investment trust, such as the Trust, are not subject to such frequent changes
based upon continuous analysis. 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

416009.2
5

<PAGE>

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
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

416009.2
6

<PAGE>

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. 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

416009.2
7

<PAGE>

the issuer's equity securities. General perceptions of the marketplace are based
on unpredictable factors including expectations regarding government economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, the balance of payments (both on capital and current account)
and global or regional political, economic or banking crises. Moreover, because
the market for restricted stocks traded by non-nationals generally has less
volume than the market for unrestricted stocks, the market for these
unrestricted stocks may be more volatile and less liquid than the market for
shares that may be owned only by nationals of the particular country. Dividends
attributable to ADRs may be subject to foreign withholding tax. Investors should
carefully review the objectives of the Trust and consider their ability to
assume the risks involved before making an investment in the Trust.

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

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

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.

416009.2
8

<PAGE>

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. 1997 1.3827 414.4219 7.7399 7.7760 1.5625 149.19 .619
Aug. 1997 1.3885 415.2823 7.7519 7.7821 1.5645 152.05 .616
July 1997 1.3822 416.6666 7.7459 7.8309 1.5418 155.09 .610
June 1997 1.3795 416.3197 7.7519 7.9554 1.4756 147.08 .600
May 1997 1.3793 418.7605 7.7519 7.9177 1.4480 144.30 .611
Apr. 1997 1.3976 419.4630 7.7519 7.9554 1.4422 146.08 .616
Mar. 1997 1.3814 414.5936 7.7519 7.9365 1.4393 141.78 .609
Feb. 1997 1.3362 413.3939 7.7459 7.9744 1.4457 143.37 .612
Jan. 1997 1.3480 420.1680 7.7519 7.8247 1.4599 138.56 .624
Dec. 1996 1.3706 424.4482 7.7399 7.8740 1.4154 130.09 .584
Nov. 1996 1.3478 420.8754 7.7340 7.8989 1.4051 129.50 .595
Oct. 1996 1.3410 420.5214 7.7340 8.0645 1.4138 127.49 .614
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
</TABLE>

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.

416009.2
9

<PAGE>

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 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.

416009.2
10

<PAGE>

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

416009.2
11

<PAGE>

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 and, unless
all Units are sold prior thereto, the Sponsor may extend the

416009.2
12

<PAGE>

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 2.25% 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

416009.2
13

<PAGE>

"Portfolio.") The Sponsor or any Underwriter may realize profits or sustain
losses with respect to Securities deposited in the Trust which were acquired
from underwriting syndicates of which they were a member.

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

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

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

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

RIGHTS OF CERTIFICATEHOLDERS
----------------------------

Certificates
- ------------

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

Distributions
- -------------

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

Distributions to each Certificateholder from the Income Account are
computed as of the close of business on each Record Date for the following
Payment Date and consist of an amount substantially equal to such
Certificateholder's pro rata share of the income credited to the Income Account,
less expenses. Distributions from the Principal Account of the Trust (other than
amounts representing failed contracts, as previously discussed) will be computed
as of each Record Date, and will be made to the Certificateholders of the Trust
on or shortly after the next Quarterly

416009.2
14

<PAGE>

Distribution Date. Proceeds representing principal received from the disposition
of any of the Securities between a Record Date and a Distribution Date which are
not used for redemptions of Units will be held in the Principal Account and not
distributed until the second succeeding Quarterly Distribution Date. No
distributions will be made to Certificateholders electing to participate in the
Total Reinvestment Plan. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the second Quarterly
Distribution Date after such purchase.

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

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

Records
- -------

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

416009.2
15

<PAGE>

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 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

416009.2
16

<PAGE>

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 mid-term or long-term if the
Certificateholder has held his Units for more than one year or more than 18
months, respectively. Mid-term and long-term capital gains are generally taxed
at the same rates applicable to ordinary income, although individuals who
realize mid-term and long-term capital gains may be subject to reduced tax rates
of 28% and 20% respectively on such gains, rather than the "regular" maximum tax
rate of 39.6%. Tax rates may increase prior to the time when Certificateholders
may realize gains from the sale, exchange or redemption of the Units or
Securities.

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

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

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

A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to such Certificateholder's pro rata
portion of dividends that are taxable as ordinary income to Certificateholders
which are received by the Trust from a domestic corporation under Section 243 of
the Code or from a qualifying foreign corporation under Section 245 of the Code
(to the extent the dividends are taxable as ordinary income, as discussed above)
in the same manner as if such corporation directly owned the Securities paying
such dividends. However, a corporation owning Units should be aware that
Sections 246 and 246A of the Code impose additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code) during the 90-day period beginning on the date that is 45 days before the
date on which the stock becomes "ex-dividend". Moreover, the allowable

416009.2
17

<PAGE>

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 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."

416009.2
18

<PAGE>

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.

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 4 New York Plaza, New York,
New York 10004, upon proper delivery of Certificates representing such Units and
payment of any relevant tax. At the present time there are no specific taxes
related to the redemption of Units. No redemption fee will be charged by the
Sponsor or the Trustee. Units redeemed by the Trustee will be canceled.

416009.2
19

<PAGE>

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

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

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

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

416009.2
20

<PAGE>

services to ascertain the values of the Securities. The independent evaluation
service shall use any of the following methods, or a combination thereof, which
it deems appropriate: (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Securities on the bid side of the
market or (c) by any combination of the above.

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

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

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

416009.2
21

<PAGE>

conditioned on the Fund's lawful qualification for sale in the state in which
the Certificateholder is a resident.

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

TRUST ADMINISTRATION
--------------------

Portfolio Supervision
- ---------------------

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

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

2. institution of certain legal proceedings;

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

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

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

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

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

The Trust Agreement provides that it is the responsibility of the
Sponsor to instruct the Trustee to reject any offer made by an issuer of any of
the Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, if any exchange or
substitution is effected notwithstanding such rejection, any securities or

416009.2
22

<PAGE>

other property received shall be promptly sold unless the Depositor directs that
it be retained.

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

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

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

Trust Agreement and Amendment
-----------------------------

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

The Trust Agreement may also be amended in any respect, or performance
of any of the provisions thereof may be waived, with the consent of the holders
of Certificates evidencing 66 2/3% of the Units then outstanding for the purpose
of modifying the rights of Certificateholders; provided that no such amendment
or waiver shall reduce any Certificateholder's interest in the Trust without his
consent or reduce the percentage of Units required to consent to any such
amendment or waiver without the consent of the holders of all Certificates. The
Trust Agreement may not be amended, without the consent of the holders of all
Certificates in the Trust then outstanding, to increase the number of Units
issuable or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in such Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Certificateholders, in writing, of the substance of any such amendment.

416009.2
23

<PAGE>

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 3 days of the settlement of the trade of the
last Security to be sold; and/or

3. 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

416009.2
24

<PAGE>

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 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.

416009.2
25

<PAGE>

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
twelve subsidiaries, divisions and affiliates offering a wide array of
investment styles and products to institutional clients. These affiliates in the
aggregate are investment advisors or managers to over 43 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 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,

416009.2
26

<PAGE>

with MetLife being the continuing company. RTAM LP remains a wholly-owned
subsidiary of NEIC LP, but its sole general partner is now an indirect
subsidiary of MetLife. Also, MetLife New England Holdings, Inc., a wholly-owned
subsidiary of MetLife, owns 51% of the outstanding limited partnership interest
of NEIC LP. MetLife is a mutual life insurance company with assets of $298
billion at December 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 $1.6 trillion at December 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 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
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

416009.2
27

<PAGE>

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 $12.0 billion as of August 31, 1997.

The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio
Consultant has been retained by the Sponsor, at its expense, to utilize its
equity expertise in selecting the Securities deposited in the Trust. The
Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of the
Portfolio and make recommendations to the Sponsor regarding the disposition of
the Securities held by the Trust. The responsibility of monitoring the
Securities of the Portfolio means that if the Portfolio Consultant's views
materially change regarding the appropriateness of an investment in any Security
then held in the Trust based upon the investment objectives, guidelines, terms,
parameters, policies and restrictions supplied to the Portfolio Consultant by
the Sponsor, the Portfolio Consultant will notify the Sponsor of such change to
the extent consistent with applicable legal requirements. The Sponsor is not
obligated to adhere to the recommendations of the Portfolio Consultant regarding
the disposition of Securities. The Sponsor has the sole authority to direct the
Trustee to dispose of Securities under the Trust Agreement. The Portfolio
Consultant has no other responsibilities or obligations to the Trust or the

416009.2
28

<PAGE>

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

416009.2
29

<PAGE>

Trustee pursuant to its obligations under the Trust Agreement, see "Trust
Administration" and "Rights of Certificateholders."

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

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

Unless the Sponsor otherwise directs, 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
---------------------------------------

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, Insured Municipal Securities Trust, Municipal
Securities Trust, New York Municipal Trust or Mortgage Securities Trust (the
"Exchange Trusts") subject to a reduced sales charge as set forth in the
prospectus of the Exchange Trust (the "Exchange Privilege"). 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 an Exchange Trust (the "Conversion
Trusts") at the Public Offering Price for units of the Conversion Trust subject
to a reduced sales charge as set forth in the prospectus of the Conversion Trust
(the "Conversion Offer"). 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 securities in the particular

416009.2
30

<PAGE>

Trust portfolio. Under the Conversion Offer, units of the Redemption Trust must
be tendered to the trustee of such trust for redemption at the redemption price
determined as set forth in the relevant Redemption Trust's prospectus. Units in
an Exchange or Conversion Trust will be sold to the Certificateholder at a price
based on the aggregate offer price of the securities in the Exchange or
Conversion 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 or Conversion Trust; and after
the initial public offering period has been completed, based on the aggregate
bid price of the securities in the Exchange or Conversion 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.

Except for Certificateholders who wish to exercise the Exchange
Privilege or Conversion Offer within the first five months of their purchase of
Units of the Exchange or Redemption Trust, any purchaser who purchases Units
under the Exchange Privilege or Conversion Offer will pay a lower sales charge
than that which would be paid for the Units by a new investor. For
Certificateholders who wish to exercise the Exchange Privilege or Conversion
Offer within the first five months of their purchase of Units of the Exchange or
Redemption Trust, the sales charge applicable to the purchase of units of an
Exchange or Conversion Trust shall be the greater of (i) the reduced sales
charge or (ii) an amount which when coupled with the sales charge paid by the
Certificateholder upon his original purchase of Units of the Exchange or
Redemption Trust would equal the sales charge applicable in the direct purchase
of units of an Exchange Trust.

In order to exercise the Exchange Privilege the Sponsor must be
maintaining a secondary market in the units of the available Exchange Trust. The
Conversion Offer is limited only to unit owners of any Redemption Trust.
Exercise of the Exchange Privilege and the Conversion Offer by
Certificateholders is subject to the following additional conditions: (i) at the
time of the Certificateholder's election to participate in the Exchange
Privilege or Conversion Offer, there must be units of the Exchange or Conversion
Trust available for sale, either under the initial primary distribution or in
the Sponsor's secondary market, (ii) exchanges will be effected in whole units
only, (iii) Units of the Mortgage Securities Trust may only be acquired in
blocks of 1,000 Units and (iv) Units of the Equity Securities Trust may only be
acquired in blocks of 100 Units. Certificate holders will not be permitted to
advance any funds in excess of their redemption in order to complete the
exchange. Any excess proceeds received from a Certificateholder for exchange or
from units being redeemed per conversion will be remitted to such
Certificateholder.

The Sponsor reserves the right to suspend, modify or terminate the
Exchange Privilege and/or the Conversion Offer. The Sponsor will provide
Certificateholders of the Trust with 60 days' prior written notice of any
termination or material amendment to the Exchange Privilege and/or the
Conversion Offer, 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 the Conversion Offer, to add any new unit investment trust
sponsored by Reich & Tang or a sponsor controlled by or under common control
with Reich & Tang, or to delete a series which has been terminated from
eligibility for the Exchange Privilege and/or the Conversion Offer, (ii) there
is a suspension of the redemption of units of an Exchange or

416009.2
31

<PAGE>

Conversion 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.

To exercise the Exchange Privilege, a Certificateholder should notify
the Sponsor of his desire to exercise his Exchange Privilege. 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 an Exchange or Conversion Trust
are at the time available for sale and such Units may lawfully be sold in the
state in which the Certificateholder is a resident, the Certificateholder will
be provided with a current prospectus or prospectuses relating to each Exchange
or Conversion 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. The conversion 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 retail a
portion of the sales charge.

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-, mid- or short-term capital or ordinary income
nature dependent 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

416009.2
32

<PAGE>

& 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.

Performance Information
- -----------------------

Total returns, average annualized returns or cumulative returns for
various periods of this Trust may be included from time to time in
advertisements, sales literature and reports to current or prospective
investors. Total return shows changes in Unit price during the period plus
reinvestment of dividends and capital gains, divided by the original public
offering price as of the date of calculation. Average annualized returns show
the average return for stated periods of longer than a year. Sales material may
also include an illustration of the cumulative results of like annual
investments during an accumulation period and like annual withdrawals during a
distribution period. Figures for actual portfolios will reflect all applicable
expenses and, unless otherwise stated, the maximum sales charge. No provision is
made for any income taxes payable. Returns may also be shown on a combined
basis. Trust performance may be compared to performance on a total return basis
of the Dow Jones Industrial Average, the S&P 500 Composite Price Stock Index, or
performance data from Lipper Analytical Services, Inc. and Morningstar
Publications, Inc. or from publications such as Money, The New York Times, U.S.
News and World Report, Business Week, Forbes or Fortune. As with other
performance data, performance comparisons should not be considered
representative of a Trust's relative performance for any future period.

416009.2
33

<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

416009.2

<PAGE>

INDEX EQUITY SECURITIES TRUST
SERIES 6
Title Page

PART A GABELLI ENTERTAINMENT AND
MEDIA TRUST
Summary of Essential Information........................................A-7
Financial and Statistical Information...................................A-9
(Unit Investment Trust)
PART B

The Trust.................................................................1 Prospectus
----------
Risk Considerations.......................................................5
Public Offering..........................................................11 Dated: October 31, 1997
Rights of Certificateholders.............................................14
Tax Status...............................................................16
Liquidity................................................................19
Total Reinvestment Plan..................................................21 Sponsor:
Trust Administration.....................................................22
Trust Agreement and Amendment............................................23 Reich & Tang
Trust Expenses And Charges...............................................29 Distributors L.P.
Exchange Privilege and Conversion Offer..................................30 600 Fifth Avenue
Other Matters............................................................32 New York, N.Y. 10020
212-830-5200
Parts A and B of this Prospectus do
not contain all of the information set forth in Portfolio Consultant:
the registration statement and exhibits relating
thereto, filed with the Securities and Exchange Gabelli Funds, Inc.
Commission, Washington, D.C., under the One Corporate Center
Securities Act of 1933, and to which reference is Rye, New York 10580-1430
made.
Trustee:

The Chase Manhattan Bank
4 New York Plaza
New York, N.Y. 10004
1-800-882-9898

</TABLE>

* * *

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.

416009.2

<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 (incorporated by reference to the Post-Effective
Amendment to Form S-6 Registration Statement No. 33-62627, filed on October
31, 1996).
The Prospectus consisting of pages.
Signatures.
Consent of Independent Accountants
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

II-1
409401.1

<PAGE>

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).

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, certifies that it has met all
of the requirements for effectiveness of this Post-Effective Amendement to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933.
The Registrant has duly caused this Post-Effective 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 24th day of
October, 1997.

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>
<S> <C> <C>
Name Title Date

PETER S. VOSS President, Chief Executive Officer )
and Director )
G. NEAL RYLAND Executive Vice President, ) October 24, 1997
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 constituting part of this
Post-Effective Amendment to the registration statement on Form S-6 of our report
dated September 15, 1997, relating to the financial statements and financial
highlights for the year ended June 30, 1997 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.

PRICE WATERHOUSE LLP
Boston, Massachusetts
October 28, 1997

<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> EST-SERIES 6
<SERIES>
<NUMBER> 1
<NAME> EST-SERIES 6

<S> <C>
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-START> Jul-01-1996
<PERIOD-END> Jun-30-1997
<PERIOD-TYPE> Year
<INVESTMENTS-AT-COST> 4,854,242
<INVESTMENTS-AT-VALUE> 6,048,164
<RECEIVABLES> 4,799
<ASSETS-OTHER> 54,540
<OTHER-ITEMS-ASSETS> 21,960
<TOTAL-ASSETS> 6,129,463
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 53
<TOTAL-LIABILITIES> 53
<SENIOR-EQUITY> 6,129,410
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 43,280
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37,966
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,193,922
<NET-ASSETS> 6,129,410
<DIVIDEND-INCOME> 52,469
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 28,329
<NET-INVESTMENT-INCOME> 24,140
<REALIZED-GAINS-CURRENT> 168,289
<APPREC-INCREASE-CURRENT> 928,239
<NET-CHANGE-FROM-OPS> 1,120,668
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 32
<DISTRIBUTIONS-OF-GAINS> 1,592,088
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 148,202
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (471,420)
<ACCUMULATED-NII-PRIOR> 19,172
<ACCUMULATED-GAINS-PRIOR> 20
<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> 10.58
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 2.25
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.88
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>