QUILTS ASSET BUILDER US TREAS SER 15 LADDERED INC 16 17 CORP, S-6EL24, 1995-09-14

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S-6EL24, 1995-09-14

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1995
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------

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:
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Asset
Builder -- U.S. Treasury Series 15, QUILTS Laddered Income -- U.S.
Treasury Series 16, QUILTS Laddered Income -- U.S. Treasury Series 17
and QUILTS Laddered Income -- Corporate Bond Series 2

B. NAME OF DEPOSITOR:
Quest for Value Distributors

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Quest for Value Distributors
Two World Financial Center
225 Liberty Street
New York, New York 10080-6116

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

COPY OF COMMENTS TO:
SUSAN A. MURPHY MICHAEL R. ROSELLA, Esq.
Senior Vice President Battle Fowler LLP
Quest Cash Management Services Park Avenue Tower
Oppenheimer Capital 75 East 55th Street
Two World Financial Center New York, New York 10022
225 Liberty Street (212) 856-6858
New York, New York 10080-6116

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS"), QUILTS Asset Builder -- U.S. Treasury Series 15,
QUILTS Laddered Income -- U.S. Treasury Series 16, QUILTS Laddered
Income -- U.S. Treasury Series 17 and QUILTS Laddered Income --
Corporate Bond Series 2 is being registered under the Securities Act of
1933 pursuant to Section 24(f) of the Investment Company Act of 1940,
as amended, and Rule 24f-2 thereunder.

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

Indefinite

G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
_____ Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.

The registrant hereby amends the registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

302689.1

<PAGE>

Qualified Unit Investment Liquid Trust Series

QUILTS Asset Builder -- U.S. Treasury Series 15
QUILTS Laddered Income -- U.S. Treasury Series 16
QUILTS Laddered Income -- U.S. Treasury Series 17
QUILTS Laddered Income -- Corporate Bond Series 2

CROSS-REFERENCE SHEET

Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)
<TABLE>

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

I. ORGANIZATION AND GENERAL INFORMATION

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

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

10. (a) Registered or bearer securities............. Book Entry Units
(b) Cumulative or distributive securities Interest and Principal Distributions
(c) Redemption Trustee Redemption
(d) Conversion, transfer, etc Book Entry Units, Sponsor Repurchase,
Trustee Redemption
(e) Periodic payment plan....................... Not Applicable
(f) Voting rights Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders Records, Portfolio, Substitution of Securities,
Trust Agreement, Amendment and
Termination, The Sponsor, the Trustee
(h) Consents required........................... Trust Agreement, Amendment and Termination
(i) Other provisions............................ Tax Status
11. Type of securities comprising units Objectives, Portfolio, Portfolio Summary
12. Certain information regarding periodic payment
certificates..................................... Not Applicable
</TABLE>

i
302689.1

<PAGE>

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

<S> <C> <C>
13. (a) Load, fees, expenses, etc Summary of Essential Information, Public
Offering Price, Market for Units, Volume and
Other Discounts, Sponsor's Profits, Trust
Expenses and Charges
(b) Certain information regarding periodic
payment certificates........................ Not Applicable
(c) Certain percentages Summary of Essential Information, Public
Offering Price, Market for Units, Volume
and Other Discounts
(d) Price differences Volume and Other Discounts, Distribution of
Units
(e) Other loads, fees, expenses Book Entry Units
(f) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to income Not Applicable
14. Issuance of trust's securities Organization, Certificates
15. Receipt and handling of payments from purchasers Organization
16. Acquisition and disposition of underlying
securities Organization, Objectives, Portfolio, Portfolio
Supervision
17. Withdrawal or redemption Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
18. (a) Receipt, custody and disposition of income Monthly Distributions, Interest and Principal
Distributions, Portfolio Supervision
(b) Reinvestment of distributions Not Applicable
(c) Reserves or special funds Interest and Principal Distributions
(d) Schedule of distributions Not Applicable
19. Records, accounts and reports Records
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment................................... Trust Agreement, Amendment and Termination
(b) Termination................................. Trust Agreement, Amendment and Termination
(c) and (d) Trustee, removal and successor The Trustee
(e) and (f) Depositor, removal and successor The Sponsor
21. Loans to security holders Not Applicable
22. Limitations on liability The Sponsor, The Trustee, The Evaluator
23. Bonding arrangements Part II - Item A
24. Other material provisions of trust agreement Not Applicable

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor The Sponsor
26. Fees received by depositor Not Applicable

</TABLE>

ii
302689.1

<PAGE>

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

<S> <C> <C>
27. Business of depositor The Sponsor
28. Certain information as to officials and affiliated
persons of depositor Not Applicable
29. Voting securities of depositor................... Not Applicable
30. Persons controlling depositor.................... Not Applicable
31. Payments by depositor for certain services
rendered to trust................................ Not Applicable
32. Payments by depositor for certain other services
rendered to trust................................ Not Applicable
33. Remuneration of employees of depositor for
certain services rendered to trust............... Not Applicable
34. Remuneration of other person for certain services
rendered to trust................................ Not Applicable

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities by states..... Distribution of Units
36. Suspension of sales of trust's securities........ Not Applicable
37. Revocation of authority to distribute............ None
38. (a) Method of distribution...................... Distribution of Units
(b) Underwriting agreements Distribution of Units
(c) Selling agreements.......................... Distribution of Units
39. (a) Organization of principal underwriters...... The Sponsor
(b) N.A.S.D. membership of principal
underwriters................................ The Sponsor
40. Certain fees received by principal underwriters.. The Sponsor
41. (a) Business of principal underwriters The Sponsor
(b) Branch offices of principal underwriters.... The Sponsor
(c) Salesmen of principal underwriters.......... The Sponsor
42. Ownership of trust's securities by certain persons Not Applicable
43. Certain brokerage commissions received by
principal underwriters........................... Not Applicable
44. (a) Method of valuation Summary of Essential Information, Market for
Units, Offering Price, Accrued Interest,
Volume and Other Discounts, Distribution of
Units, Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption
(b) Schedule as to offering price Summary of Essential Information
(c) Variation in offering price to certain
persons Distribution of Units, Volume and Other
Discounts
45. Suspension of redemption rights Not Applicable
</TABLE>

iii
302689.1

<PAGE>

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

<S> <C> <C>
46. (a) Redemption valuation Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, and Redemption Price, and Trustee
Redemption
(b) Schedule as to redemption price Summary of Essential Information
47. Maintenance of position in underlying securities Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price, Sponsor Repurchase, Trustee
Redemption

V. Information Concerning the Trustee or Custodian

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

VI. Policy of Registrant

51. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities Objectives, Portfolio, Portfolio Supervision,
Substitution of Securities
(b) Transactions involving elimination of
underlying securities....................... Not Applicable
(c) Policy regarding substitution or elimination
of underlying securities.................... Substitution of Securities
(d) Fundamental policy not otherwise covered.... Not Applicable
52. Tax status of trust.............................. Tax Status

VII. FINANCIAL AND STATISTICAL INFORMATION

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

</TABLE>

iv
302689.1

<PAGE>

Subject to Completion Dated September 14, 1995

QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
QUILTS Asset Builder -- U.S. Treasury Series 15
QUILTS Laddered Income -- U.S. Treasury Series 16
QUILTS Laddered Income -- U.S. Treasury Series 17
(Rolling Strategy for U.S. Citizens)
QUILTS Laddered Income -- Corporate Bond Series 2

This Trust consists of four separate unit investment trusts designated
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Asset Builder -
U.S. Treasury Series 15, QUILTS Laddered Income - U.S. Treasury Series 16,
QUILTS Laddered Income - U.S. Treasury Series 17 (Rolling Strategy for U.S.
Citizens) (QUILTS Asset Builder - U.S. Treasury Series 15, QUILTS Laddered
Income - U.S. Treasury Series 16 and QUILTS Laddered Income - U.S. Treasury
Series 17 (Rolling Strategy for U.S. Citizens) are collectively known as the
"Treasury Trusts") and QUILTS Laddered Income - Corporate Bond Series 2
(collectively, the "Trusts"). Investors will be able to purchase units of the
Trusts upon the effectiveness of the registration statement relating to the
units of these Trusts.

The attached final prospectus for previous series of QUILTS is hereby
used as a preliminary prospectus for this Series offering. The narrative
information and structure of the final prospectus for each of these Series will
be substantially similar to the attached final prospectus for a previous Series.
Information with respect to pricing, the number of units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not now available and will be different since each Series has a unique
portfolio. Accordingly, the material found herein which reflects the particular
characteristics of a previous Series should not be taken as applicable to the
portfolios of each of these Series and should be considered only as a general
description of this Series.

The Treasury Trusts will consist of underlying portfolios of U.S. Treasury
Obligations that are backed by the full faith and credit of the United States
Government. QUILTS Laddered Income-Corporate Bond Series 2 will consist of an
underlying portfolio of corporate debt obligations which are rated "BBB" or
better by Standard & Poor's Corporation or "Baa" or better by Moody Investors
Service, Inc.

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

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

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

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 OFFENCE.

PROSPECTUS PART A DATED SEPTEMBER __, 1995

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

Information contained herein is subject to completion or amendment. A
registration statement relating to these Securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or solicitation
of an offer to buy nor shall there be any sale of these Securities in any state
in which said offer, solicitation or sale would be unlawful prior to the
registration or qualification under the Securities Laws of any state.

277790.1

<PAGE>

QUILTS Laddered Income - U.S. Treasury Series 17 (Rolling Strategy for
U.S. Citizens) seeks to provide an extendible investment by reinvesting the
proceeds of maturing Securities into new U.S. Treasury Obligations
("Reinvestment Securities"). This reinvestment strategy is designed to produce a
higher overall yield than short-term investments with less price volatility then
long-term investments.

Each Trust is designed to have regularly scheduled payments of
principal during its life from a portfolio of Securities with laddered
maturities. The weighted average maturity of the securities in the portfolios of
each Trust will be specified in the final prospectus for the Trusts and may vary
materially from that of the previous Series. The value of the Units of the
Trusts will fluctuate with fluctuations in the value of the underlying
securities in the portfolios of each Trust. Therefore, Unit Holders who sell
their Units prior to termination of the Trusts may receive more or less than
their original purchase price upon sale. The estimated current return and
estimated long term return for each of these Series will depend on the interest
rates and offering prices of the securities and may vary materially from that of
the previous Series. Investors should contact account executives of the Sponsor
or of any underwriter who will be informed of the expected effective date of
each of these Series and who will be supplied with complete information with
respect to such Series on the day of and immediately prior to the effectiveness
of the registration statement relating to the units of each of these Series.

The sales charge for Qualified Unit Investment Liquid Trust Series
("QUILTS"), QUILTS Asset Builder -Series 15, QUILTS Laddered Income - U.S.
Treasury Series 16, QUILTS Laddered Income - U.S. Treasury Series 17 (Rolling
Strategy for U.S. Citizens) and QUILTS Laddered Income - Corporate Bond Series 2
is expected to be not in excess of 6% of the Public Offering Price per 1,000
units for each Trust (6.383% of the net amount invested).

-2-
277790.1
<PAGE>
("QUILTS")
QUEST FOR VALUE'S
UNIT INVESTMENT LADDERED TRUST SERIES
A Unit Investment Trust

QUILTS Income--U.S. Treasury Series 6
QUILTS Asset Builder--U.S. Treasury Series 7
QUILTS Income--Corporate Series 1

QUILTS consists of three separate unit investment trusts designated QUILTS
Income--U.S. Treasury Series 6, QUILTS Asset Builder--U.S. Treasury Series 7
(QUILTS Income--U.S. Treasury Series 6 and QUILTS Asset Builder--U.S. Treasury
Series 7 are collectively known as the "Treasury Trusts") and QUILTS
Income--Corporate Series 1 (the "Corporate Income Trust") (collectively, the
"Trusts"). The Sponsor of the Trusts is Quest for Value Distributors (The
"Sponsor"). The objectives of the Trusts are to provide safety of principal and,
with respect to QUILTS--Income U.S. Treasury Series 7 and QUILTS Income
Corporate Series 1, current monthly distributions of interest. With respect to
QUILTS Asset Builder--U.S. Treasury Series 7, the Trust seeks to accumulate
principal value in the Units over the life of the Trust. Units of the Trusts may
be suited for purchase by IRAs, self-employed retirement plans (formerly Keogh
Plans), pension, profit-sharing and other qualified retirement plans. Investors
considering participation in any such plan should review specific tax laws and
pending legislation related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
(See "Retirement Plans" and "Tax Status" in Part B of this Prospectus.) The
Trusts also seek to provide investment flexibility by allowing investors to
choose among three portfolios, each with a differing weighted average maturity
and quality. Each Treasury Trust seeks to achieve these objectives by investment
in a portfolio of U.S. Treasury Obligations (the "Treasury Securities") that are
backed by the full faith and credit of the Untied States Government. The
Corporate Income Trust seeks to achieve these objectives by investing in a
portfolio of intermediate-term corporate debt obligations which were rated "BBB"
or better by Standard & Poor's Corporation or "Baa" or better by Moody's
Investors Service, Inc. on the Date of Deposit (the "Corporate Securities").
(The Treasury Securities and the Corporate Securities are sometimes collectively
referred to as the "Securities".) Each Trust is designed to have regularly
scheduled payments of principal during its life from a portfolio of Securities
with laddered maturities. The value of the Units of the Trusts will fluctuate
with fluctuations in the value of the underlying Securities in the portfolios of
each Trust. Therefore, Unit Holders who sell their Units prior to termination of
the Trusts may receive more or less than their original purchase price upon
sale. These Trusts may be particularly appropriate for foreign investors as the
income from the Trusts, provided certain conditions are met, will be exempt from
withholding for U.S. Federal income tax purposes. A foreign investor must
provide a completed W-8 Form to his financial representative or the Trustee to
avoid withholding on his account. The Treasury Trusts may also be appropriate
for investors who desire to participate in a portfolio of taxable fixed income
securities offering the safety of principal provided by an investment backed by
the full faith and credit of the United States. In addition, many investors may
benefit from the exemption from state and local personal income taxes that will
pass through the Treasury Trusts to Unit Holders. This Prospectus consists of
two parts. Part A contains a Summary of Essential Information for each Trust
including descriptive material relating to each Trust, the Statement of
Condition of the Trusts and the Portfolios of each Trust. Part B contains
general information about the Trusts. Part A may not be distributed unless
accompanied by Part B.

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 CORPORATION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTUS PART A DATED MAY 18, 1994
Please read and retain both parts of this Prospectus
for future reference.

302450.1

QUILTS Income
U.S. Treasury Series 6
<CAPTION>

SUMMARY OF ESSENTIAL INFORMATION AS OF MAY 17, 1994 (The initial Date of Deposit
which is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee was made.)

<S> <C>
CUSIP#: 74834K151 Evaluation Time: 12:00 Noon New York Time on
Sponsor: Quest for Value Distributors the initial Date of Deposit and 4:00 P.M.
Date of Deposit: May 17, 1994 thereafter.
Aggregate Principal Amount Minimum Purchase: 1,000 Units
of Securities:............................................$ 500,000 Minimum Principal Distribution: $1.00 per 1,000
Number of Units: (The number of Units will be Units.
increased as the Sponsor deposits additional Weighted Average Maturity of Securities in the
Securities into the Trust.).................................500,000 Portfolio: 2.92 Years
Fractional Undivided Interest in Trust Minimum Value of Trust: The Trust may be
per 1,000 Units:..............................................1/500 terminated if the value of the Securities in the
Public Offering Price: Trust is less than 40% of the original
Aggregate Offering Price of Securities aggregate principal amount of Securities in
in Trust...............................................$ 504,000 the Trust.
Divided By 500,000 Units multiplied by 1,000..............$1,008.00 Mandatory Termination Date: The earlier of April
Plus Sales Charge of 1.50% of Public Offering 15, 2000, or the disposition of the last
Price..................................................$ 15.35 Security in the Trust.
Public Offering Price per 1,000 Units(1)..................$1,023.35 Trustee and Evaluator: The Bank of New York.
Redemption Price per 1,000 Units..........................$1,007.56 Trustee's Annual Fee and Estimated Expenses:
Sponsor's Initial Repurchase Price $1.63 per 1,000 Units.
per 1,000 Units:.......................................$1,008.00 Annual Supervisory Fee (Payable to an affiliate of
Excess of Public Offering Price Over the Sponsor): Maximum of $.10 per $1,000
Redemption Price per 1,000 Units:.........................$ 15.79 principal amount of Securities (see "Trust
Excess of Sponsor's Initial Repurchase Price Expenses and Charges" in Part B).
Over Redemption Price per 1,000 Units:....................$ .44
</TABLE>
<TABLE>

INFORMATION PER 1,000 UNITS
BASED UPON MONTHLY DISTRIBUTIONS

<S> <C>
Gross annual interest income (cash)................................................................... $61.74
Less estimated annual fees and expenses(4)............................................................ 1.73

Estimated net annual interest income (cash)(2)........................................................ 60.01
Estimated daily interest accrual (Does not include income accrual from original issue
discount bonds.)................................................................................. 0.168
Estimated current return based on Public Offering Price (Does not include income accrual
from original issue discount bonds. The estimated current return is increased for transactions
entitled to a discount.)(4)...................................................................... 5.86%
Estimated long term return (Does not include income accrual from original issue
discount bonds.
The estimated long-term return is increased for transactions entitled to a discount.)(3)(4)...... 6.21%
First record date..............................................................................................June 15, 1994
First interest payment date....................................................................................July 30, 1994
Subsequent record dates...................................................................................15th of each month
Subsequent interest payment dates.....................................................................Last day of each month

</TABLE>

(1) No accrued interest will be added for any person contracting to purchase
Units on the date of this Prospectus. Anyone ordering Units after such Date
will pay accrued interest from May 25, 1994 to the date of the settlement
(five business days after order) (the "First Settlement Date"), less
distributions from the Interest Account subsequent to May 25, 1994.

(2) The first interest distribution of $3.52 per 1,000 Units for Treasury
Income Series 6 will be made on June 30, 1994 (the "First Payment Date") to
all Unit Holders of record on June 15, 1994 (the "First Record Date"). The
regular monthly payment per 1,000 Units of Treasury Income Series 6, will
be $5.04 on July 31, 1994 and thereafter (the "Monthly Payment Date").

A-2
302450.1

<PAGE>

of premiums, accretion of discounts, market
value, and estimated retirement of each Security) and subtracting from the
average yield so calculated the fees, expenses and sales charge of each
Trust. Estimated current return is calculated by dividing the estimated net
annual interest income by the Public Offering Price per Unit. In contrast
to the estimated long term return, the estimated current return does not
take into account the amortization of premium or accretion of discount on
the underlying Securities, if any. These returns do not include the effects
of any delay in payments to Unit Holders and a calculation which includes
those effects would be lower. See "Estimated Long Term Return and Estimated
Current Return" in Part B.

(4) Assumes the Trust will reach a size of 5,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, the Estimated Current Return and the Estimated Long Term
Return will be adversely affected.

A-3
302450.1

QUILTS Asset Builder
U.S. Treasury Series 7

SUMMARY OF ESSENTIAL INFORMATION AS OF MAY 17, 1994 (The initial Date of Deposit
which is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee was made.)

<S> <C>
CUSIP#: 74834K169 Minimum Purchase: 1,000 Units
Sponsor: Quest for Value Distributors Minimum Principal Distribution: $1.00 per 1,000
Date of Deposit: May 17, 1994 Units.
Aggregate Principal Amount Weighted Average Maturity of Securities in the
of Securities:..............................................$ 500,000 Portfolio:
Number of Units: (The number of Units will be 2.15 Years
increased as the Sponsor deposits additional Minimum Value of Trust: The Trust may be
Securities into the Trust.)...................................500,000 terminated if the value of the Securities
Fractional Undivided Interest in Trust in the Trust is less
per 1,000 Units:................................................1/500 than 40% of the original aggregate principal
Public Offering Price: amount of Securities in the Trust.
Aggregate Offering Price of Securities Mandatory Termination Date: The earlier of May
in Trust.................................................$ 445,977 31, 1998, or the disposition of the last Security
Divided By 500,000 Units multiplied by 1,000................$ 891.95 in the Trust.
Plus Sales Charge of 1.35% of Public Offering
Price...................................................$ 12.21 Trustee and Evaluator: The Bank of New York.
Public Offering Price per 1,000 Units(1)....................$ 904.16 Trustee's Annual Fee and Estimated Expenses:
Redemption Price per 1,000 Units............................$ 890.76 $.56 per
Sponsor's Initial Repurchase Price 1,000 Units.
per 1,000 Units:.........................................$ 891.95 Annual Supervisory Fee (Payable to an
Excess of Public Offering Price Over affiliate of the
Redemption Price per 1,000 Units:..........................$ 13.40 Sponsor): Maximum of $.10 per $1,000
Excess of Sponsor's Initial Repurchase Price principal amount of Securities (see "Trust
Over Redemption Price per 1,000 Units:......................$ 1.19 Expenses and Charges" in Part B).
Evaluation Time: 12:00 Noon New York Time on the
initial Date of Deposit and 4:00 P.M. thereafter.
</TABLE>
<TABLE>

INFORMATION PER 1,000 UNITS

<S> <C>
Gross annual interest income (cash) (Does not include income accrued from original issue discount bonds.)..................$.66
Less estimated annual fees and expenses (The Trustee will retain excess interest
income in the Trust to pay future expenses.)(3)....................................................................... .66

Estimated net annual interest income (cash) (Does not include income accrual from
original issue discount bonds.)........................................................................................$ 0
Estimated long-term return (Does not include income accrual from original discount bonds.)
The estimated long term return is increased for transactions entitled to a discount.)(2)(3).................................5.93%

</TABLE>

(1) No accrued interest will be added for any person contracting to purchase
Units on the date of this Prospectus. Anyone ordering Units after such Date
will pay accrued interest from May 25, 1994 to the date of settlement (five
business days after order) (the "First Settlement Date"), less
distributions from the Interest Account subsequent to May 25, 1994.

(2) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the Securities
in the portfolio of the Trust in accordance with accepted practices (taking
into account the amortization of premiums, accretion of discounts, market
value, and estimated retirement of each Security) and subtracting from the
average yield so calculated the fees, expenses and sales charge of each
Trust. This return does not include the effects of any delay in payments to
Unit Holders and a calculation which includes those effects would be lower.
See "Estimated Long Term Return and Estimated Current Return" in Part B.

(3) Assumes the Trust will reach a size of 5,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, and the Estimated Long Term Return will be adversely
affected.

A-4
302450.1

<PAGE>

QUILTS Income
Corporate Series 1
<TABLE>

SUMMARY OF ESSENTIAL INFORMATION AS OF MAY 17, 1994 (The initial Date of Deposit
which is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee was made.)

<S> <C>
CUSIP#: 74834K177 Evaluation Time: 12:00 Noon New York Time on the
Sponsor: Quest for Value Distributors initial Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: May 17, 1994 Minimum Purchase: 1,000 Units
Aggregate Principal Amount Minimum Principal Distribution: $1.00 per 1,000 Units.
of Securities:...............................$ 500,000 Weighted Average Maturity of Securities in the Portfolio:
Number of Units: (The number of Units will be 6.11 Years
increased as the Sponsor deposits additional Minimum Value of Trust: The Trust may be terminated if
Securities into the Trust.)....................500,000 the value of the Securities in the Trust is less than
Fractional Undivided Interest in Trust 40% of the original aggregate principal amount of
per 1,000 Units:............................... 1/500 Securities in the Trust.
Public Offering Price: Mandatory Termination Date: The earlier of June 15,
Aggregate Offering Price of Securities 2003, or the disposition of the last Security in the
in Trust..................................$ 490,504 Trust.
Divided By 500,000 Units multiplied Trustee: The Bank of New York.
by 1,000..................................$ 981.01 Trustee's Annual Fee and Estimated Expenses: $1.89 per
Plus Sales Charge of 3.00% of Public Offering 1,000 Units.
Price....................................$ 30.34 Evaluator: Kenny S & P Evaluation Services
Public Offering Price per 1,000 Units(1).....$1,011.35 Evaluator's Fee: $2.00 per Security for each valuation.
Redemption Price per 1,000 Units.............$ 977.61 Annual Supervisory Fee (Payable to an affiliate of the
Sponsor's Initial Repurchase Price Sponsor): Maximum of $.10 per $1,000 principal
per 1,000 Units:..........................$ 981.01 amount of Securities (see "Trust Expenses and
Excess of Public Offering Price Over Charges" in Part B).
Redemption Price per 1,000 Units:...........$ 33.74
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:.......$ 3.40
</TABLE>
<TABLE>

INFORMATION PER 1,000 UNITS
BASED UPON MONTHLY DISTRIBUTIONS

<S> <C>
Gross annual interest income (cash).............................................................. 70.00
Less estimated annual fees and expenses(4).................................................. 2.27

Estimated net annual interest income (cash)(2)................................................... 67.73
Estimated daily interest accrual (Does not include income accrual from original issue
discount bonds.)............................................................................ 0.188
Estimated current return based on Public Offering Price (Does not include income
accrual from original issue discount bonds. The estimated current return
is increased for transactions entitled to a discount.)(4)................................... 6.70%
Estimated long term return (Does not include income accrual from original issue
discount bonds. The estimated long term return is increased for
transactions entitled to a discount.)(3)(4)................................................. 7.11%
First record date................................................................................ June 15, 1994
First interest payment date...................................................................... .June 30, 1994
Subsequent record dates................................................................................15th of each month
Subsequent interest payment dates......................................................................Last day of each month

</TABLE>

A-5
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(2) The first interest distribution of $3.94 per 1,000 Units for Corporate
Income Series 1 will be made on June 30, 1994 (the "First Payment Date") to
all Unit Holders of record on June 15, 1994 (the "First Record Date"). The
regular monthly payment per 1,000 Units of Corporate Income Series 1 will
be $5.64 on July 31, 1994 and thereafter (the "Monthly Payment Date").

(3) Estimated long term return is calculated by each Trust by computing the
average of the yields to maturity (or earlier call date) of the Securities
in the portfolio of the Trust in accordance with accepted practices (taking
into account the amortization of premiums, accretion of discounts, market
value, and estimated retirement of each Security) and subtracting from the
average yield so calculated the fees, expenses and sales charge of each
Trust. Estimated current return is calculated by dividing the estimated net
annual interest income by the Public Offering Price per Unit. In contrast
to the estimated long term return, the estimated current return does not
take into account the amortization of premium or accretion of discount on
the underlying Securities, if any. These returns do not include the effects
of any delay in payments to Unit Holders and a calculation which includes
those effects would be lower. See "Estimated Long Term Return and Estimated
Current Return" in Part B.

(4) Assumes the Trust will reach a size of 10,000,000 Units as estimated by the
Sponsor; expenses per Unit will vary with the actual size of the Trust. If
the Trust does not reach this Unit level, the Estimated Annual Fees and
Expenses per Unit, the Estimated Current Return and the Estimated Long Term
Return will be adversely affected.

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QUEST FOR VALUE'S
UNIT INVESTMENT LADDER TRUST SERIES

("QUILTS")

The Trusts. QUILTS consists of three separate unit investment trusts
designated QUILTS Income--U.S. Treasury Series 6 ("Treasury Income Series 6"),
QUILTS Asset Builder--U.S. Treasury Series 7 ("Asset Builder Series 7")
(Treasury Income Series 6 and Asset Builder Series 7 are collectively known as
the "Treasury Trusts") and QUILTS Income--Corporate Series ("Corporate Income
Series 1" or "Corporate Income Trust") (collectively, the "Trusts"). The Trusts
were created under the laws of the State of New York by a Trust Indenture and
Agreement (the "Trust Agreement"), dated the initial Date of Deposit, between
Quest for Value Distributors, as sponsor (the "Sponsor"), The Bank of New York,
as trustee (the "Trustee") and, for the Corporate Income Trust only, Kenny S&P
Evaluation Services, as evaluator (the "Evaluator"). The Trustee will act as the
Evaluator for the Treasury Trusts. On the initial Date of Deposit, the Sponsor
deposited with the Trustee United States Treasury Obligations that are backed by
the full faith and credit of the United States Government with respect to the
Treasury Trusts and corporate debt obligations with respect to the Corporate
Income Trust, including delivery statements relating to contracts for the
purchase of certain such Securities (the "Securities") in the aggregate amount
set forth in the "Summary of Essential Information" for each Trust 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 a certificate evidencing the
ownership of all of the Units of the Trusts, which Units are being offered by
this Prospectus. On the initial Date of Deposit, each Unit in the Trusts
represents an undivided interest in the principal and net income of that Trust
in the ratio of one Unit for each $1.00 principal amount of Securities initially
deposited in that Trust. (See "The Trust Organization" in Part B.)

Objectives. The objectives of the Trusts are to obtain safety of
principal and, with respect to Treasury Income Series 6 and Corporate Income
Series 1, current distributions of interest. With respect to Asset Builder
Series 7, the Trust seeks to accumulate principal value in the Units over the
life of the Trust. The Trusts also seek to provide investment flexibility by
allowing investors to choose among three portfolios of Securities, each with a
differing weighted average maturity and quality. The Treasury Trusts seek to
achieve these objectives through investment in a fixed, laddered portfolio of
United States Treasury Securities. The Treasury Trusts are also structured to
provide protection against changes in interest rates and to pass through to Unit
Holders the exemption from state personal income taxes afforded to direct owners
of United States obligations. The Corporate Income Trust seeks to achieve these
objectives through investment in a fixed, laddered portfolio of
intermediate-term corporate debt obligations which were rated "BBB" or better by
Standard & Poor's Corporation or "Baa" or better by Moody's Investors Service,
Inc. on the initial Date of Deposit. For a discussion of the significance of
such ratings, see "Description of Bond Ratings" in Part B.
98.4% of the aggregate principal amount of the Securities in Asset
Builder Series 7 are stripped U.S. Treasury notes or bonds with maturities of 1
year or more (hereinafter referred to as "Zero Coupon Bonds"). 1.6% of the
aggregate principal amount of the Securities in Asset Builder Series 7 are
interest-bearing securities which are used to pay the expenses of this Trust.
Any excess amounts remaining after expenses are paid will be paid to Unit
Holders of this Trust in cash. Zero Coupon Bonds provide for payment at maturity
at par value, but do not provide for the payment of current interest. (For the
amount of Zero Coupon Bonds in Asset Builder Series 7, and the cost of such
Securities to that Trust, see "Portfolio" for Asset Builder Series 7 in this
Part A). Investors generally will be required to recognize interest currently,
even though they will not receive a corresponding amount of cash until later
years. Long-term capital gains based upon the difference, if any, between the
value of the Securities at maturity, redemption or sale and their original
purchase price at discount (plus the earned portion of acquisition discount) are
generally taxed, in the case of individuals, at a rate less than the

A-7
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<PAGE>

rate applicable to ordinary income. (See "Tax Status" in Part B.) Investment in
Asset Builder Series 7 should be made with the understanding that the value of
Zero Coupon Bonds may be subject to greater fluctuation in response to changes
in interest rates that interest-bearing Securities. In addition, for certain
investors, the accrual of the market discount from the Zero Coupon Bonds is not
taxable until the Securities in Asset Builder Series 7 are disposed of or
mature. (See "Tax Status" in Part B.) Any gain realized on the disposition or
maturities of these securities is treated as ordinary interest income to the
extent it represents accrued market discount. Any excess over that amount would
generally be treated as long-term capital gain if held for more than 1 year.
The Treasury Securities are direct obligations of the United States and
are backed by its full faith and credit. The value of the Units, the estimated
current return (not applicable to Asset Builder Series 7) and estimated
long-term return to new purchasers will fluctuate with the value of the
Securities included in the portfolio of each Trust which will generally decrease
or increase inversely with changes in prevailing interest rates. See "Tax
Status" in Part B of this Prospectus.
With the deposit of the Securities in the Trusts on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the face
amounts of each Security in the portfolio of each Trust. During the 90-day
period following the initial Date of Deposit, the Sponsor may deposit additional
Securities ("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 new Units,
maintaining to the extent practicable the original proportionate relationship
among the face amounts of each Security in the portfolio of each Trust. 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, change in prices, or unavailability of
Securities. Replacement Securities may be acquired under specified conditions
(see "The Trust" and "Trust Administration" in Part B of this Prospectus). Units
may be continuously offered to the public by means of this Prospectus (see
"Public Offering" in Part B) resulting in a potential increase in the number of
Units outstanding. Deposits of Additional Securities in the portfolio of each
Trust subsequent to the 90-day period following the initial Date of Deposit must
replicate exactly the proportionate relationship among the face amounts of
Securities comprising the portfolio of each Trust at the end of the initial
90-day period. No assurance can be given that the Trusts' objectives will be
achieved. In addition, an investment in a Trust can be affected by fluctuations
in interest rates.

Portfolio Summaries. General. The Trusts are comprised of those
Securities listed in each "Portfolio" in this Part A. The portfolio of each
Treasury Trust initially consists of contracts to purchase U.S. Treasury
Obligations fully secured by the full faith and credit of the United States,
certain of which have been purchased at a market discount or premium. The
portfolio of the Corporate Income Trust initially consists of contracts to
purchase intermediate-term corporate debt obligations, certain of which have
been purchased at a market discount or premium. Certain Securities may have been
purchased on a "when, as, and if" issued basis. Interest on these Securities
begins accruing to the benefit of holders on their respective dates of delivery.
Unit Holders will be "at risk" with respect to these Securities (i.e. may derive
either gain or loss from fluctuations in the offering side evaluation of the
securities) from the date they commit for Units. The Trusts consist of the
Securities (or contracts to purchase the Securities) listed in each Portfolio as
may continue to be held from time to time in each Trust and any Additional
Securities deposited in the Trusts in connection with the sale of additional
Units to the public as described above, together with the accrued and
undistributed interest thereon and undistributed cash realized from the sale or
redemption of Securities (see "Trust Administration" in Part B of this
Prospectus). Neither the Sponsor nor the Trustee shall be liable in any way for
any default, failure or defect in any of the Securities. However, should any
deposited contract fail, the Sponsor shall, within 90 days from the initial Date
of Deposit, acquire replacement Securities and substitute them in the portfolios
of the Trust. If the failed Securities are not substituted or if the purchase
price of the substituted Securities does not exceed the cost of the original
contracts, the Sponsor shall make a pro rata distribution of the amount, if any,
by which the cost of the failed contract exceeded the cost of the substituted
security on the next scheduled distribution date.

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<PAGE>

On the Date of Deposit each Unit represented the fractional undivided
interest in each Trust set forth under "Essential Information" for each Trust.
Thereafter, if any Units are redeemed by the Trustee the face amount of
Securities in each Trust will be reduced by amounts allocable to redeemed Units,
and the fractional undivided interest represented by each Unit in the balance
will be increased. However, if additional Units are issued by each Trust
(through deposit of Securities by the Sponsor in connection with the sale of
additional Units), the aggregate value of Securities in each Trust will be
increased by amounts allocable to additional Units and the fractional undivided
interest represented by each Unit in the balance will be decreased. Units will
remain outstanding until redeemed upon tender to the Trustee by any Unit Holder
(which may include the Sponsor) or until the termination of the Indenture.
The Sponsor has a limited right to substitute other Securities in the Trust
portfolio in the event of a failed contract. (See "The Trusts--Substitution of
Securities" in Part B.) Each Unit in each Trust represents an undivided interest
in the principal and net income of that Trust in the ratio of one Unit for each
$1.00 principal amount of Securities initially deposited in that Trust. (See
"The Trusts--Organization" in Part B.) (For the specific number of Units in each
Trust, see the "Summary of Essential Information" for each Trust in this Part
A). The Sponsor has not participated as a sole underwriter or manager,
co-manager or member of underwriting syndicates from which any of the Securities
were acquired for the Trusts.
Treasury Income Series 6. Treasury Income Series 6 consists of a fixed
portfolio of interest-bearing U.S. Treasury Obligations with consecutive
maturities from April 30, 1995 to April 15, 1999 (referred to as "laddered
maturities"). As Securities mature, Treasury Income Series 6 will return to Unit
Holders every 12 months beginning in May, 1995, approximately 20% of the face
amount of the amount invested.
On the initial Date of Deposit 40% of the Securities in Treasury Income
Series 6 were purchased at a "market" discount from par value at maturity. Based
on the offering side evaluation on the initial Date of Deposit 40% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, 60% were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .04% of the aggregate offering price of the Treasury Income
Series 6. (See "Public Offering" in Part B.)
All of the issues of Treasury Income Series 6 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
May 25, 1994 and none of the issues has been deposited in the Trust.

Asset Builder Series 7. Asset Builder Series 7 consists principally of
a fixed portfolio of stripped U.S. Treasury notes or bonds with maturities of 1
year or more, which are referred to as Zero Coupon Bonds. Zero Coupon Bonds
provide for payment at maturity at par value, unless sooner sold or redeemed,
but do not provide for the payment of current interest. The market value of Zero
Coupon Bonds may be subject to greater fluctuations than coupon bonds in
response to changes in interest rates. See "The Trusts--Discount and Zero Coupon
Bonds" in Part B. The Securities in Asset Builder Series 6 have consecutive
maturities from May 15, 1995 to May 31, 1997 (referred to as "laddered
maturities"). As Securities mature, Asset Builder Series 7 will return to Unit
Holders every 6 months beginning in June, 1995, approximately 20% of the face
amount of the amount invested.
On the initial Date of Deposit 98.4% of the Securities in Asset Builder
Series 7 were purchased at a "market" discount from par value at maturity. Based
on the offering side evaluation on the initial Date of Deposit 98.4% of the
aggregate principal amount of Securities in the portfolio were acquired at a
discount from par, 1.6% were at a premium over par and none were at par. A Unit
Holder may receive more or less than his original purchase price upon
disposition of his Units because the value of Units fluctuates with the value of
the underlying Securities, which vary inversely with interest rates. On the
initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by

A-9
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<PAGE>

.13% of the aggregate offering price of the Asset Builder Series 7. (See
"Public Offering" in Part B.) All of the issues of Asset Builder Series 7 are
represented by the Sponsor's contracts to purchase, which are expected to be
settled on or about May 25, 1994 and none of the issues has been deposited in
the Trust.

Corporate Income Series 1. Corporate Income Series 1 consists of a
fixed portfolio of interest-bearing corporate debt obligations with consecutive
maturities from February 26, 1998 to July 15, 2002 (referred to as "laddered
maturities"). As Securities mature, Corporate Income Series 1 will return to
Unit Holders every 8 to 20 months beginning March, 1998, approximately 20% of
the face amount of the amount invested.
The portfolio of the Corporate Income Trust consists of 5 issues of
Corporate Securities of 5 issuers. As of the initial Date of Deposit,
approximately 80% of the Corporate Securities are senior unsecured indebtedness
and approximately 20% of the Corporate Securities are subordinated unsecured
indebtedness. As of the initial Date of Deposit, 100% of the Corporate
Securities are intermediate-term corporate debt obligations. For an explanation
of the significance of these factors, see "Portfolios" in Part B. None of the
Corporate Securities have any equity or conversion features.
On the initial Date of Deposit 80% of the Securities in Corporate
Income Series 1 were purchased at a "market" discount from par value at
maturity. Based on the offering side evaluation on the initial Date of Deposit
80% of the aggregate principal amount of Securities in the portfolio were
acquired at a discount from par, 20% were at a premium over par and none were at
par. A Unit Holder may receive more or less than his original purchase price
upon disposition of his Units because the value of Units fluctuates with the
value of the underlying Securities, which vary inversely with interest rates. On
the initial Date of Deposit, the bid side evaluation was lower than the offering
side evaluation by .35% of the aggregate offering price of the Corporate Income
Series 1. (See "Public Offering" in Part B.)
All of the issues of Corporate Income Series 1 are represented by the
Sponsor's contracts to purchase, which are expected to be settled on or about
May 25, 1994 and none of the issues has been deposited in the Corporate Trust.

SPECIAL CONSIDERATIONS AND RISKS

An investment in Units of the Trusts should be made with an
understanding of the risks which an investment in fixed rate debt obligations
may entail, including the risk that the value of the portfolio of each Trust and
hence of the Units of each Trust will decline with increases in interest rates.
The value of the underlying Securities will fluctuate inversely with changes in
interest rates. The high inflation of prior years, together with the fiscal
measures adopted to attempt to deal with it, have resulted in wide fluctuations
in interest rates and, thus, in the value of fixed rate long term debt
obligations generally. The Sponsor cannot predict whether such fluctuations will
continue in the future.
In selecting Securities for deposit in the Trusts, the following
factors, among others, were considered by the Sponsor: (i) the prices of the
Securities relative to other comparable Securities; (ii) the maturities of these
Securities; and (iii) whether the Securities were issued after July 18, 1984.
With respect to the Corporate Income Trust, the following additional factors
were considered by the Sponsor: (a) the quality of the Corporate Securities and
whether such Corporate Securities were rated "BBB" or better by Standard &
Poor's Corporation or "Baa" or better by Moody's Investors Services, Inc., or
had, in the opinion of the Sponsor, similar credit characteristics, (b) income
to the Unit Holders of the Corporate Income Trust and (c) the diversification of
the Corporate Income Trust's Portfolio, taking into account the availability in
the market of issues in various industry classifications which meet the Trust's
quality, rating, yield and price criteria.
Investment in Asset Builder Series 7 should be made with the
understanding that the value of Zero Coupon Bonds is subject to greater
fluctuation in response to changes in interest rates. In addition, the accrued
market discount of such Securities is not taxable to certain categories of Unit
Holders of such Trust until the Securities in such Trust are disposed of or
mature.

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PUBLIC OFFERING PRICE

The Public Offering Price of each Unit of the Trusts is equal to the
aggregate offering price of the Securities in each Trust divided by the number
of Units of each Trust outstanding, plus a sales charge of (a) 1.5% of the
Public Offering Price or 1.523% of the net amount invested in Securities per
Unit of Treasury Income Series 6, (b) 1.35% of the Public Offering Price or
1.368% of the net amount invested in Securities per Unit of Asset Builder Series
7 and (c) 3.00% of the Public Offering Price or 3.093% of the net amount
invested in Securities per Unit of Corporate Income Series 1. In addition, for
Units ordered after the date hereof, accrued interest will be payable from the
First Settlement Date for Units of the Trust (five business days from the date
hereof) to the expected date of settlement (five business days after order). For
additional information regarding the Public Offering Price, the descriptions of
interest and principal distributions, repurchase and redemption of Units and
other essential information regarding the Trusts, see the "Summary of Essential
Information" for each Trust in this Part A. During the initial offering period
orders involving the lesser of at least 500,000 Units or $500,000 for Treasury
Income Series 6, 500,000 Units or $500,000 for Asset Builder Series 7 and
250,000 Units or $250,000 for Corporate Income Series 1 will be entitled to a
volume discount from the Public Offering Price. In addition, to the extent Units
of each QUILT trust are currently available from the Sponsor, Unit Holders may
elect to rollover principal distributions paid to them as Securities in their
respective Trust mature into additional units of such available QUILTS trusts
(upon receipt by the Trusts of an appropriate exemptive order from the
Securities and Exchange Commission) at a reduced sales charge. (See "Public
Offering--Volume and Other Discounts" in Part B.) The Public Offering Price per
Unit may vary on a daily basis in accordance with fluctuations in the aggregate
offering price of the Securities. (See "Public Offering--Offering Price" in Part
B.)

DISTRIBUTIONS

Distributions of interest income, less expenses, will be made by
Treasury Income Series 6 and Corporate Income Series 1 on a monthly basis. The
first interest distributions will be made on the First Payment Date to all Unit
Holders of record on the First Record Date of the Trust and thereafter
distributions will be made on a monthly basis. Distributions of principal, if
any, will be made monthly (See "Rights of Unit Holders--Interest and Principal
Distributions" in Part B.) For estimated monthly interest distributions, the
amount of the first interest distributions and the specific dates representing
the First Payment Date and the First Record Date see "Summary of Essential
Information" for each Trust in Part A.)

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN

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yield for the portfolio of each Trust in order to reflect estimated fees and
expenses of each Trust and the maximum sales charge paid by Unit Holders. The
resulting Estimated Long Term Return represents a measure of the return to Unit
Holders earned over the estimated life of each Trust. The Estimated Long Term
Return as of the day prior to the initial Date of Deposit is stated for the
Trusts under "Summary of Essential Information" for each Trust in Part A.
Estimated Current Return is computed by dividing the Estimated Net
Annual Interest Income per Unit by the Public Offering Price per Unit. In
contrast to the Estimated Long Term Return, the Estimated Current Return does
not take into account the amortization of premium or accretion of discount, if
any, on the Securities in the portfolio of each Trust. Moreover, because
interest rates on Securities purchased at a premium are generally higher than
current interest rates on newly issued bonds of a similar type with comparable
rating, the Estimated Current Return per Unit may be affected adversely if such
Securities are redeemed prior to their maturity. On the initial Date of Deposit,
the Estimated Net Annual Interest Income per Unit divided by the Public Offering
Price resulted in the Estimated Current Return stated for each applicable Trust
under "Summary of Essential Information" for each Trust in Part A.
The Estimated Net Annual Interest Income per Unit of each Trust will
vary with changes in the fees and expenses of the Trustee and the Evaluator
applicable to the Trust and with the redemption, maturity, sale or other
disposition of the Securities in the Trusts. The Public Offering Price will vary
with changes in the offering prices (bid prices in the case of the secondary
market) of the Securities. Therefore, there is no assurance that the present
Estimated Current Return or Estimated Long Term Return will be realized in the
future.

MARKET FOR UNITS

The Sponsor, although not obligated to do so, currently intends to
maintain a secondary market for the Units of the Trusts after the initial public
offering has been completed. The secondary market repurchase price will be based
on the aggregate bid price of the Securities in a Trust portfolio; and the
reoffer price will be based on the aggregate offering price of the Securities
plus a sales charge of (a) 1.50% (1.523% of the net amount invested) plus net
accrued interest for Treasury Income Series 6, (b) 1.35% (1.368% of the net
amount invested) plus net accrued interest for Asset Builder Series 7 and (c)
3.00% (3.093% of the net amount invested) plus net accrued interest for
Corporate Income Series 1. If a market is not maintained a Unit Holder will be
able to redeem his Units with the Trustee at a price based on the aggregate bid
price of the Unit. (See "Liquidity--Sponsor Repurchase" in Part B.)

A-12
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INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Unit Holders of
Quest for Value's Unit Investment Laddered Trust Series ("QUILTS")
QUILTS Income--U.S. Treasury Series 6
QUILTS Asset Builder--U.S. Treasury Series 7
QUILTS Income--Corporate Series 1

We have audited the accompanying Statements of Condition and Portfolios
of Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"), QUILTS
Income--U.S. Treasury Series 6 ("Treasury Income Series 6"), QUILTS Asset
Builder--U.S. Treasury Series 7 ("Asset Builder Series 7") and QUILTS
Income--Corporate Series 1 ("Corporate Income Series 1") as of May 17, 1994.
These statements are the responsibility of the Sponsor. Our responsibility is to
express an opinion on the Statements of Condition and Portfolios based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statements of Condition and Portfolios
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Statement of Condition
and Portfolios. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The irrevocable letters of credit deposited in
connection with the securities owned as of May 17, 1994, pursuant to contracts
to purchase, as shown in the Statements of Condition and Portfolios, were
confirmed to us by The Bank of New York, the Trustee.
In our opinion, the accompanying Statements of Condition and Portfolios
present fairly, in all material aspects, the financial position of Treasury
Income Series 6, Asset Builder Series 7 and Corporate Income Series 1 as of May
17, 1994 in conformity with generally accepted accounting principles.

GRANT THORNTON

New York, New York
May 17, 1994

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<TABLE>

QUILTS

STATEMENTS OF CONDITION
AS OF DATE OF DEPOSIT, MAY 17, 1994

TRUST PROPERTY

<CAPTION>
Treasury Asset Corporate
Income Builder Income
Series 6 Series 7 Series 1
<S> <C> <C> <C>
Investment in Securities:
Sponsor's Contracts to Purchase Underlying
Securities Backed by Irrevocable Letters of Credit(1) $504,000 $445,977 $490,504
Accrued Interest to Date of Deposit on Securities(1) 2,713 260 10,291
Total............................................ $506,713 $446,237 $500,795

LIABILITY AND INTEREST OF UNIT HOLDERS

Liability for Accrued Interest on Securities(1)(4)... $ 2,713 $ 260 $ 10,291

Interest of Unit Holders
Units of Fractional Undivided Interest Outstanding:
Cost to Unit Holders(2).......................... 511,675 452,080 505,675
Less-Gross Underwriting Commissions(3)........... 7,675 6,103 15,171
Net Amount Applicable to Unit Holders............ 504,000 445,977 490,504

Total............................................ $506,713 $446,237 $500,795

</TABLE>

(1) Aggregate cost to the Trusts of the Securities listed in the portfolio of
each Trust is based on offering prices determined by the Evaluator on
the basis set forth under "Public Offering--Offering Price" as of
12:00 Noon on May 17, 1994. Irrevocable letters of credit issued by
The Bank of New York in an aggregate amount of $1,525,000 have been
deposited with the Trustee to cover the purchase of $1,500,000
principal amount of Securities pursuant to contracts to purchase such
Securities and $13,264 accrued interest on such Securities to the
expected dates of settlement.

(2) Aggregate public offering price (exclusive of interest) is computed on
500,000, 500,000 and 500,000 Units for Treasury Income Series 6, Asset
Builder Series 7 and Corporate Income Series 1, respectively, on the
basis set forth under "Public Offering--Offering Price" in Part B.

(3) Sales charge of 1.50% computed on 500,000 Units of Treasury Income
Series 6, 1.35% computed on 500,000 Units of Asset Builder Series 7 and
3.00% computed on 500,000 Units of Corporate Income Series 1 on the
basis set forth under "Public Offering Price" in Part B.

(4) On the basis set forth under "Public Offering--Accrued Interest" in
Part B, the Trustee will advance the amount of accrued interest as of May
25, 1994 (the "First Settlement Date"), and all accrued interest to the
First Settlement Date will be distributed to the Sponsor as the Unit
Holder of record as of the First Settlement Date. Consequently, the
amount of accrued interest to be added to the public offering price of
Units will include only accrued interest from the First Settlement Date
to date of settlement, less any distributions from the Interest Account
subsequent to the First Settlement Date.

A-14
302450.1

<PAGE>

<TABLE>

QUILTS

Treasury Income Series 6

AS OF DATE OF DEPOSIT, MAY 17, 1994
<CAPTION>

Coupon/ Cost of
Portfolio Aggregate Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)

<S> <C> <C> <C> <C> <C>
1 $100,000 U.S. Treasury Note 3.875% 98,594
4/30/95
2 100,000 U.S. Treasury Note 5.500% 99,125
4/30/96
3 100,000 U.S. Treasury Note 6.875% 101,312
4/30/97
4 100,000 U.S. Treasury Note 7.875% 104,188
4/15/98
5 100,000 U.S. Treasury Note 7.000% 100,781
_________ 4/15/99 _________
$500,000 $504,000

</TABLE>

ESTIMATED CASH FLOWS TO UNIT HOLDERS

The Table below sets forth the per 1,000 Units estimated distributions
of interest and principal to Unit Holders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying U.S. Treasury Obligations
prior to maturity and the receipt of all principal due upon maturity. To the
extent the foregoing assumptions change actual distributions will vary.

Estimated Interest Estimated Principal Estimated Total
Quilts Treasury Income Series 6 Distribution Distribution Distribution

<S> <C> <C> <C>
June 1994 3.52 3.52
July 1994 - March 1995 5.04 5.04
April 1995 5.04 200.00 205.04
May 1995 4.72 4.72
June 1995 - March 1996 4.41 4.41
April 1996 4.41 200.00 204.41
May 1996 3.96 3.96
June 1996 - March 1997 3.51 3.51
April 1997 3.51 200.00 203.51
May 1997 2.95 2.95
June 1997 - March 1998 2.40 2.40
April 1998 2.40 200.00 202.40
May 1998 - March 1999 1.11 1.11
April 1999 1.11 200.00 201.11
</TABLE>

A-15
302450.1

<PAGE>

<TABLE>

QUILTS

Asset Builder Series 7

AS OF DATE OF DEPOSIT, MAY 17, 1994
<CAPTION>

Coupon/ Cost of
Portfolio Aggregate Principal Title of Securities Maturity Securities
No. Amount Contracted for (1) Date(s) to Trust (2)

<S> <C> <C> <C> <C>
1 $100,000 U.S. Treasury Note 0.000% 94,939
5/15/95
2 100,000 U.S. Treasury Note 0.000% 92,003
11/15/95
3 100,000 U.S. Treasury Note 0.000% 88,925
5/15/96
4 100,000 U.S. Treasury Note 0.000% 85,917
11/15/96
5 92,000 U.S. Treasury Note 0.000% 76,118
5/15/97
6 8,000 U.S. Treasury Note 6.750% 8,075
_________ 5/31/97 __________
$500,000 $445,977

</TABLE>

A-16
302450.1

<PAGE>

<TABLE>

QUILTS

Corporate Income Series 1

AS OF DATE OF DEPOSIT, MAY 17, 1994
<CAPTION>

Coupon/
Aggregate Principal Title of Securities Maturity Cost of Securities
Portfolio No. Amount Contracted for (1) Ratings(3) Date(s) to Trust (2)

<S> <C> <C> <C> <C> <C>
1 $100,000 Ford Motor Credit Co. A 6.250% 97,050
Global Bond 2/26/98
2 100,000 Wal-Mart Note AA 6.125% 95,404
10/01/99
3 100,000 IBM Corp. Note A 6.375% 94,550
6/15/2000
4 100,000 American Express Co. A+ 8.500% 104,500
Note 8/15/2001
5 100,000 BankAmerica Corp. A- 7.750% 99,000
_________ Subordinated Note 7/15/2002 _________
$500,000 $490,504

</TABLE>

ESTIMATED CASH FLOWS TO UNIT HOLDERS

The Table below sets forth the per 1,000 Units estimated distributions
of interest and principal to Unit Holders. The table assumes no changes in Trust
expenses, no redemptions or sales of the underlying Corporate Securities prior
to maturity and the receipt of all principal due upon maturity. To the extent
the foregoing assumptions change actual distributions will vary.

Estimated Interest Estimated Principal Estimated Total
Quilts Corporate Income Series 1 Distribution Distribution Distribution

<S> <C> <C> <C>
June 1994 3.94 3.94
July 1994 - February 1998 5.64 5.64
March 1998 4.99 200.00 204.99
April 1998 - September 1999 4.62 4.62
October 1999 4.15 200.00 204.15
November 1999 - May 2000 3.63 3.63
June 2000 3.63 200.00 203.63
July 2000 - July 2001 2.61 2.61
August 2001 2.61 200.00 202.61
September 2001 - June 2002 1.23 1.23
July 2002 1.23 200.00 201.23

</TABLE>

A-17
302450.1

<PAGE>

FOOTNOTES TO PORTFOLIOS

(1) Contracts to purchase the Securities were entered into on May 17, 1994,
for Treasury Income Series 6, Asset Builder Series 7 and Corporate
Income Series 1. All contracts are expected to be settled on or about
the First Settlement Date of each Trust which is expected to be May 25,
1994, for Treasury Income Series 6, Asset Builder Series 7 and
Corporate Income Series 1.

(2) Evaluation of Securities by the Evaluator was made on the basis of
current offering prices for the Securities. The offering prices are
greater than the current bid prices of the Securities which are the
basis on which Unit Value is determined for purposes of redemption of
Units. (See "Public Offering--Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption Price" in Part B.)

The aggregate value of Securities in the Trust Additional information regarding the
based on the bid prices on the Date of Deposit, Trust is as follows:
are as follows:
Value of Securities Based Upon
Bid Side Evaluation Sponsor's Purchase Price

<S> <C> <C>
Treasury Income Series 6 $503,781 $504,016
Asset Builder Series 7 $445,380 $446,052
Corporate Income Series 1 $488,804 $490,543
Cost of Securities Based Upon Sponsor's Profit
Offering Side Evaluation (Date of Deposit)
Treasury Income Series 6 $504,000 $(16)
Asset Builder Series 7 $445,977 $(75)
Corporate Income Series 1 $490,504 $(39)
Difference in Dollars Annual Interest Income
Treasury Income Series 6 $219 $30,870
Asset Builder Series 7 $597 $ 540
Corporate Income Series 1 $1,700 $35,000
% Difference Between Bid Side Evaluation
and Offering Side Evaluation
Treasury Income Series 6 .04%
Asset Builder Series 7 .13%
Corporate Income Series 1 .35%
</TABLE>

(3) All ratings are by Standard & Poor's Corporation. A brief description
of the ratings symbols and their meanings is set forth under
"Description of Bond Ratings" in Part B of this Prospectus.

A-18
302450.1

<PAGE>

PROSPECTUS PART B
Part B of this Prospectus may not be Distributed unless Accompanied by Part A

QUEST FOR VALUE'S UNIT INVESTMENT LADDERED TRUST SERIES ("QUILTS")

QUILTS Income--U.S. Treasury Series 6 ("Treasury Income Series 6")
QUILTS Asset Builder--U.S. Treasury Series 7 ("Asset Builder Series 7")
QUILTS Income--Corporate Series 1 ("Corporate Income Series")

THE TRUST

Organization. "QUILTS" is comprised of three separate "unit investment
trusts" designated as set forth above in Part A. The Trusts were created under
the laws of the State of New York pursuant to a Trust Indenture and Agreement
(the "Trust Agreement"), dated the Date of Deposit, between Quest for Value
Distributors, as Sponsor, The Bank of New York, as Trustee, and, for the
Corporate Income Trust only, Kenny S&P Evaluation Services, as Evaluator. The
Trustee acts as the Evaluator for the Treasury Trusts.
On the Date of Deposit the Sponsor deposited with the Trustee the
underlying securities and contracts and funds (represented by the irrevocable
letter(s) of credit issued by major commercial bank(s) for the purchase of such
securities (the "Securities"). (See "Portfolio" for each Trust in Part A of this
Prospectus.) The Trusts are created simultaneously with the execution of the
Trust Agreement and the deposit of the Securities with the Trustee. The Trustee
then immediately delivered to the Sponsor certificates of beneficial interest
(the "Certificates") representing the units (the "Units") comprising the entire
ownership of the Trusts. Through this Prospectus, the Sponsor is offering the
Units, including Additional Units, as defined below, for sale to the public. The
holders of Units (the "Unit Holders") will have the right to have their Units
redeemed at a price based on the aggregate bid side evaluation of the Securities
(the "Redemption Price") if they cannot be sold in the secondary market which
the Sponsor, although not obligated to, proposes to maintain. In addition, the
Sponsor may offer for sale through this Prospectus Units which the Sponsor may
have repurchased in the secondary market or upon the tender of such Units for
redemption.
With the deposit of the Treasury Securities in the Treasury Trusts on
the initial Date of Deposit, the Sponsor established a proportionate
relationship among the principal amounts of interest bearing and non-interest
bearing U.S. Treasury Obligations of specified ranges of maturities on the
portfolios of each Treasury Trust. With the deposit of the Corporate Securities
in the Corporate Income Trust on the initial Date of Deposit, the Sponsor
established a proportionate relationship among the principal amounts of interest
bearing corporate debt obligations of specified ranges of maturity in the
portfolio of the Corporate Income Trust. During the 90-day period following the
Date of Deposit, the Sponsor is permitted under the Trust Agreement to deposit
additional Securities (the "Additional Securities") and any cash in the Trusts
not held for distribution to Unit Holders prior to the deposit, resulting in a
corresponding increase in the number of Units outstanding (the "Additional
Units"). Such Additional Units may be continuously offered for sale to the
public by means of this Prospectus. The Sponsor anticipates that any Additional
Securities deposited in the Trusts during the 90-day period subsequent to the
Date of Deposit will maintain, as far as practicable, the original proportionate
relationship among the principal amounts of U.S. Treasury Obligations or
Corporate Securities in the portfolios established on the Date of Deposit.
Precise duplication of this original proportionate relationship may not be
possible because fractions of U.S. Treasury Obligations or Corporate Securities
may not be purchased or for other reasons, but duplication will continue to be
the goal in connection with any such deposit of Additional Securities. (These
original proportionate relationships on the Date of Deposit are set forth in
"Summary of Essential Information," for each Trust in Part A.) Deposits of
Additional Securities in the portfolios of each Trust subsequent to the 90-day
period following the Date of Deposit must replicate exactly the proportionate
relationship among the principal amounts of Securities comprising the portfolios
of each Trust at the time of replication.

302450.1

<PAGE>

A "Unit" represents an undivided interest or pro rata share in the
principal and interest of each Trust in the ratio of one Unit for each $1.00
principal amount of Securities initially deposited in each Trust. Because
regular payments of principal are to be received and certain of the Securities
will mature in accordance with their terms or may be sold under certain
circumstances described herein and because Additional Securities may be
deposited into the Trusts from time to time, the Trusts are not expected to
retain their present size and composition. 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 Unit Holders, which may include the Sponsor, or until the termination
of the Trust Agreement.

Objectives. The Trusts offer investors the opportunity to participate
in a portfolio of U. S. Treasury Obligations or Corporate Securities with a
greater diversification than they might be able to acquire themselves. The
objectives of the Trusts are to provide safety of principal and, with respect to
Treasury Income Series 6 and Corporate Income Series 1, monthly distributions of
interest. With respect to Asset Builder Series 7, the Trust seeks to accumulate
principal value in the Units over the life of the Trust. The Trusts seek to
provide investment flexibility by allowing investors to choose among three
portfolios of Securities that have differing maturities and quality. Investors
should be aware that there is no assurance the Trusts' objectives will be
achieved. Even though the portfolio of Treasury Income Series 6 consists
primarily of U.S. Treasury Obligations and the portfolio of Corporate Income
Series 1 consists primarily of Corporate Securities, each of which pay interest
no more often than semi-annually, this Trust will pay interest monthly through
advances made by the Trustee, which will then be reimbursed when interest is
received. (See "Interest and Principal Distributions" in this Part B.)
Since disposition of Units prior to final liquidation of the Trust may
result in an investor receiving less than the amount paid for such Units
(see"Public Offering--Comparison of Public Offering Price, Sponsor's Repurchase
Price and Redemption Price" in this Part B), the purchase of a Unit should be
looked upon as a long-term investment. The Trust is not designed to be a
complete investment program.

Portfolios. General. The Trusts consist of the Securities (or contracts
to purchase such Securities together with an irrevocable letter or letters of
credit for the purchase of such contracts) listed under "Portfolio" for each
Trust in Part A of this Prospectus, as long as such Securities may continue to
be held from time to time in the Trusts (including certain securities deposited
in the Trusts in exchange or substitution for any Securities pursuant to the
Trust Agreement) together with accrued and undistributed interest thereon and
undistributed and uninvested cash realized from the disposition of Securities.
Because certain of the Securities from time to time may be redeemed or will
mature in accordance with their terms or may be sold under certain circumstances
described herein, a Trust is not expected to retain for any length of time its
present size and composition.
The Sponsor although not obligated to do so, intends to maintain a
secondary market for the Units on the bid side of the market for the Units. (See
"Liquidity--Sponsor Repurchase", herein.) Unit Holders of the Trusts, in the
absence of a secondary market for Units will have the right to have one or more
of their Units redeemed with the Trustee at a price equal to the Redemption
Price thereof (see"Liquidity--Sponsor Repurchase" in this Part B) based on the
then aggregate bid price for the Securities in the portfolios of each Trust. Due
to fluctuations in the market price of the Securities in the portfolios and the
fact that the initial Public Offering Price is based on the offering side of the
market and includes a sales charge among other factors, the amount realized by a
Unit Holder upon the redemption or sale of Units may be less than the price paid
for such units by the Unit Holder.
Treasury Trusts. The portfolio of each Treasury Trust consists of
Securities issued by the United States of America ("U.S. Treasury Obligations"),
which are direct obligations of the United States and therefore are backed by
the full faith and credit of the United States Government. The U.S. Treasury
Obligations are different issues of bonds, bills, notes, debentures and other
debt obligations

2
302450.1

<PAGE>

with fixed final maturity dates. None of the U.S. Treasury Obligations have any
equity or conversion features. All of the U.S. Treasury Obligations in Treasury
Income Series 6 are current interest-bearing obligations of the United States of
America, or in the case of U.S. Treasury Obligations not delivered on the
initial Date of Deposit contracts to purchase such obligations assigned to the
Trustee. Most of the U.S. Treasury Obligations in Asset Builder Series 7 consist
of stripped U.S. Treasury notes and bonds with maturities of 1 year or more
(hereinafter referred to as "Zero Coupon Bonds"). The balance of the portfolio
of this Trust consists of interest-bearing obligations used to pay expenses of
the Trust. Any excess amounts after expenses are paid will be paid to Unit
Holders in cash. A Zero Coupon Bond makes no present interest payments. Rather,
it makes one payment on its face amount at maturity.

U. S. Treasury Obligations represent 100% of the aggregate market value of
the portfolios of each Treasury Trust. These U.S. Treasury Obligations are sold
by the United States Department of Treasury (the "Treasury") to finance
shortfalls between the Treasury's income and expenditures. Such gaps may have
been planned and accounted for in the budget, or they may arise from unexpected
changes in economic, political, fiscal and other circumstances. U.S. Treasury
Obligations constitute public debt of the United States and are, therefore,
direct obligations of the United States.

When selecting U.S. Treasury Obligations for the Treasury Trusts, the
following factors, among others, were considered by the Sponsor: (i) the prices
and yields of such U.S. Treasury Obligations relative to other comparable
securities; (ii) the maturities of such U.S. Treasury Obligations; and (iii)
whether the U.S. Treasury Obligations were issued after July 18, 1984.
The yields on U.S. Treasury Obligations of the type deposited in the
Treasury Trusts are dependent on a variety of factors, including general money
market conditions, fluctuations in prevailing interest rates, general conditions
of the government securities markets, size of a particular offering and the
maturity of the obligations.
Corporate Income Trust. The portfolio of the Corporate Income Trust
consists of intermediate-term corporate debt obligations (the "Corporate
Securities"). All of the Corporate Securities in the Corporate Income Trust were
rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by
Moody's Investors Service, Inc. at the time originally deposited in the
Corporate income Trust. For a list of the ratings of each Corporate Security on
the initial Date of Deposit, see "Portfolio" in Part A.
For information regarding (i) the number of issues in the Corporate
Income Trust, (ii) the range of fixed maturities of the Corporate Securities and
(iii) the number of issues payable from the income of a specific project or
authority, see "Portfolio Summaries" in Part A of this Prospectus.
When selecting Corporate Securities for the Corporate Income Trust, the
following factors, among others, were considered by the Sponsor on the Date of
Deposit; (a) the quality of the Corporate Securities and whether such Corporate
Securities were rated as described above, or had, in the opinion of the Sponsor,
similar credit characteristics, (b) the yield and price of the Corporate
Securities relative to other debt securities of comparable quality and maturity,
(c) income to the Unit Holders of the Corporate Income Trust and (d) the
diversification of the Corporate Income Trust's Portfolio, taking into account
the availability in the market of issues in various industry classifications
which meet the Trust's quality, rating, yield and price criteria. Subsequent to
the Date of Deposit, a Corporate Security may cease to be rated or its rating
may be reduced below that specified above. Neither event requires an elimination
of such Corporate Security from the Corporate Income Trust but may be considered
in the Sponsor's determination to direct the Trustee to dispose of the Corporate
Security. For an interpretation of the Corporate Security ratings see
"Description of Bond Ratings." See "Portfolio Supervision" for a summary of the
factors considered in selecting substitute Corporate Securities.
Corporate debt obligations generally consist of bonds, debentures,
notes or other straight debt obligations with fixed final maturity dates. These
obligations represent a liability of the issuer with respect to the payment of
both interest and principal. Corporate debt obligations enjoy a seniority in
right of payment over all equity securities of the issuer, although certain debt
obligations may be subordinated in right of payment to other debt obligations of
the same issuer. In addition, such debt obligations may be secured or unsecured.

3
302450.1

<PAGE>

Of the Corporate Securities in the Portfolio of the Corporate Income
Trust, none are subject to redemption prior to their stated maturity dates
pursuant to sinking fund or call provisions. A sinking fund is a reserve fund
appropriated specifically toward the retirement of a debt obligation. A callable
debt obligation is one which is subject to redemption or refunding prior to
maturity at the option of the issuer. A refunding is a method by which a debt
obligation is redeemed at or before maturity from the proceeds of a new issue of
debt obligations. In general, call provisions are more likely to be exercised
when the offering side evaluation of a debt obligation is at a premium over par
than when it is at a discount from par. A listing of the sinking fund and call
provisions, if any, with respect to each of the Corporate Securities is
contained under "Portfolio" in Part A. Unit Holders will realize a gain or loss
on the early redemption of such Corporate Securities depending on whether the
price of such Corporate Securities is at a discount from or at a premium over
par at the time the Unit Holders purchase their Units.

Special Considerations and Risks. An investment in Units of the Trusts
would be made with an understanding of the risks which an investment in fixed
rate debt obligations may entail, including the risk that the value of the
portfolios of each Trust, and hence of the Units, will decline with increases in
prevailing interest rates. The value of the underlying Securities will fluctuate
inversely with changes in prevailing interest rates. In recent years, the
national economy has experienced significant variations in rates of inflation
and economic growth, substantial increases in the national debt, substantial
increase in reliance upon foreign investors to finance the national debt, and
material reformulation of federal tax, monetary and regulatory policies. These
conditions have been associated with wide fluctuations in prevailing interest
rates and thus in the value of fixed rate debt obligations. The Sponsor cannot
predict whether such fluctuations will continue in the future.
The Securities in the portfolios of each Trust were chosen in part on
the basis of their respective stated maturity dates. The ranges of maturity
dates of each of the Securities contained in the portfolios of each Trust are
shown on the "Portfolio" for each Trust in Part A of this Prospectus.
The Treasury Trusts may be appropriate for investors who desire to
invest in a portfolio of taxable fixed income federal securities offering the
safety of principal provided by an investment in U.S. Treasury Obligations
backed by the full faith and credit of the United States Government. The
Treasury Trusts generally pass though to Unit Holders the exemptions from state
and local personal income taxes afforded to direct owners of U.S. Obligations.
The Trusts are appropriate for qualified retirement plans. (See "Retirement
Plans" in this Part B.) These Trusts may also be particularly appropriate for
foreign investors as the income from the Trusts, provided certain conditions are
met, will be exempt from withholding for U.S. Federal income tax purposes. (See
"Tax Status".)
Certain of the Securities in the Trusts may have been acquired at a
market premium. Securities trade at a premium because the prevailing interest
rates on the Securities are higher than interest on comparable debt securities
being issued at currently prevailing interest rates. The current returns of
securities trading at a market premium are higher than the current returns of
comparably rated debt securities of a similar type issued at currently
prevailing interest rates because premium securities tend to decrease in market
value as they approach maturity, when the face amount becomes payable. Because
part of the purchase price is thus returned not at maturity but through current
income payments, an early redemption at par of a security purchased at a premium
or a maturity at par of a security purchased at a premium will result in a
reduction in yield and a loss of principal to the Unit Holders. If currently
prevailing interest rates for newly issued and otherwise comparable securities
increase, the market premium of previously issued securities will decline and if
currently prevailing interest rates for newly issued comparable securities
decline, the market premium of previously issued securities will increase, all
other things being equal. Furthermore, the value of the Units will fluctuate
with fluctuations in the value of the underlying Securities in the portfolios of
each Trust. Therefore, Unit Holders who sell their Units prior to termination
may receive more or less than their original purchase price upon sale. Market
premium attributable to interest rate changes does not indicate market
confidence in the issue.

4
302450.1

<PAGE>

Substitution of Securities. Neither the Sponsor 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 Trusts under a contract, including those Securities purchased
on a "when, as, and if" issued basis ("Failed Securities"), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Replacement Securities") and to substitute them in the portfolios
of the Trusts within 90 days of the initial Date of Deposit.
Replacement Securities must be deposited with the Trustee within 20
days after delivery of notice of a Failed Security (but in no event later than
the 90th day following the initial Date of Deposit) and the purchase price
thereof (exclusive of accrued interest) may not exceed the amount of funds
reserved by the Trustee pursuant to a letter of credit supplied by the Sponsor
for the purchase of the failed Security. The Replacement Securities must (i) be
U.S. Treasury Obligations with respect to the Treasury Trusts or Corporate
Securities with respect to the Corporate Income Trust, (ii) have a fixed
maturity approximately the same as the fixed maturity of the Security replaced,
and (iii) be purchased at a price that results in a yield to maturity and in a
current return, in each case as of the date on which such Replacement are
deposited with the Trustee, which is equivalent (taking into consideration then
current market conditions and the relative creditworthiness of the underlying
obligation) to the yield to maturity and current return of the related Failed
Security. Whenever a Replacement Security has been acquired for a Trust, the
Trustee shall, within five days thereafter, notify all Unit Holders of the
acquisition of the Replacement Security and shall, no later than the next
Monthly Payment Date, 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
Replacement Security.
If the right of limited substitution described in the preceding
paragraph shall not be utilized to acquire Replacement Securities in the event
of a failed contract, the Sponsor will refund to each Unit Holder the portion of
the sales charge and the pro rata portion of the cost of such Failed Securities,
and distribute the principal and accrued interest attributable to such Failed
Securities on the next Monthly Payment Date. In all cases, accrued interest
attributable to Failed Securities will be paid to Unit Holders until such time
as Replacement Securities are acquired. All such interest paid to a Unit Holder
which accrued after the expected date of settlement for purchase of his Units
will be paid by the Sponsor.

Because certain of the Securities from time to time may be redeemed or will
mature in accordance with their terms or may be sold under certain
circumstances, no assurance can be given that the Trusts will retain their
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 Unit Holders except to the extent such proceeds are applied to
meet redemptions of Units. (See "Liquidity--Trustee Redemption" in this Part B.)

Discount and Zero Coupon Bonds. Most of the aggregate principal amount
of the Securities in Asset Builder Series 7 are stripped U.S. Treasury notes or
bonds with maturities of 1 year or more, which are referred to as Zero Coupon
Bonds. The balance of the portfolio of this Trust consists of interest-bearing
obligations used to pay expenses of the Trust. Any excess amounts remaining
after expenses are paid will be paid to Unit Holders in cash. Zero Coupon Bonds
do not provide for the payment of any current interest and provide for payment
at maturity at face value unless sooner sold or redeemed. The market value of
Zero Coupon Bonds is subject to greater fluctuation in response to changes in
prevailing interest rates. Zero Coupon Bonds generally are subject to redemption
at compound accreted value based on par value at maturity. Because the issuer is
not obligated to make current interest payments, Zero Coupon Bonds may be less
likely to be redeemed than coupon bonds issued at a similar prevailing interest
rates. In the case of certain categories of Unit Holders, the accrued market
discount from Zero Coupon Bonds is not taxable until such Securities are
disposed of or have matured. The accrued portion of such discount will generally
be treated as taxable interest income for regular federal income tax purposes.
Upon sale or redemption, any gain realized that is in excess of the earned
portion of acquisition discount will be taxable as long-term capital gain if the
Zero Coupon Bonds have been held for more than one year. (See "Tax Status" in
this Part B.) The current

5
302450.1

<PAGE>

value of a Zero Coupon Bond reflects the present value of its face amount
at maturity. (See"Portfolio Summary" in Part A.)

Some of the aggregate principal amount of Securities in the Trusts may
have been purchased at a "market" discount from par value at maturity. The
coupon interest rates on the discount bonds at the time they were purchased and
deposited in the Trusts were lower than the current market interest rates for
newly issued bonds of comparable rating and type. At the time of issuance the
discount bonds were for the most part issued at then current coupon interest
rates. The current yields (coupon interest income as a percentage of market
price) of discount bonds will be lower than the current yields of comparably
rated bonds of similar type newly issued at current interest rates because
discount bonds tend to increase in market value as they approach maturity and
the full principal amount becomes payable. A market discount bond held to
maturity will have a larger portion of its total return in the form of capital
gain and less in the form of interest income than a comparable bond newly issued
at current yield and a lower current market value than otherwise comparable
bonds with a shorter term of maturity. If prevailing interest rates rise, the
value of discount bonds will decrease; and if prevailing interest rates decline,
the value of discount bonds will increase. The discount does not necessarily
indicate a lack of market confidence in the issuer.

PUBLIC OFFERING

Offering Price. The Public Offering Price per Unit of each Trust is
computed by adding to the aggregate offering price of the Securities in each
Trust divided by the number of Units outstanding for that Trust, an amount equal
to (a) 1.50% of the aggregate offering price of the Securities per Unit which is
equal to 1.523% of the Public Offering Price for Treasury Income Series 6, (b)
1.35% of the aggregate offering price of the Securities per Unit which is equal
to 1.368% of the Public Offering Price for Asset Builder Series 7 and (c) 3.00%
of the aggregate offering price of the Securities per Unit which is equal to
3.093% of the Public Offering Price for Corporate Income Series 1. A
proportionate share of accrued interest on the Securities from the First
Settlement Date to the expected date of settlement for the Units is added to the
Public Offering Price. Accrued interest is the accumulated and unpaid interest
on a Security from the last day on which interest was paid and is accounted for
daily by the applicable Trusts at the initial daily rate set forth under
"Summary of Essential Information" for each Trust in Part A. The Public Offering
Price for each Trust can vary on a daily basis from the amount stated in this
Prospectus in accordance with fluctuations in the prices of the Securities and
the price to be paid by each investor will be computed as of the date the Units
are purchased.
The aggregate offering side evaluation of the Securities is determined
by the Evaluator for such Trust (a) on the basis of current offering prices of
the Securities, (b) if an offering price is not available for any particular
Security, on the basis of current offering prices for comparable securities, (c)
by determining the value of the Securities on the offer side of the market by
appraisal, or (d) by any combination of the above. This evaluation is made on
the initial Date of Deposit as of 12:00 Noon New York Time and as of 4:00 P.M.
each business day thereafter during the initial public offering, effective for
all orders received during the preceding 24-hour period. With respect to the
initial evaluation of the offering prices of certain Securities which at the
initial Date of Deposit were subject to syndicate offering period pricing
restrictions, it is the practice of the Evaluator to determine such evaluation
on the basis of the syndicate offering price, unless other factors cause the
Evaluator to conclude that such syndicate offering price does not then
accurately reflect the free market value of such Securities, in which case the
Evaluator will also take into account the other criteria described above for the
purpose of making its determination.
The Evaluator may obtain current bid or offering prices for the
Securities from investment dealers or brokers (including the Sponsor) that
customarily deal in U.S. Treasury Obligations with respect to the Treasury
Trusts or Corporate Securities with respect to the Corporate Income Trust, or
from any other reporting service or source of information which the Evaluator
deems appropriate.

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Accrued Interest. Accrued interest is the accumulation of unpaid
interest on a bond from the last day on which interest thereon was paid.
Interest on Securities in the Trusts is actually paid semi-annually to the
Trusts. However, interest on the Securities in the applicable Trusts is
accounted for daily on an accrual basis. Because of this, the Trusts always have
an amount of interest earned but not yet collected by the Trustee because of
non-collected coupons. For this reason, the Public Offering Price of Units of
the Trusts will have added to it the proportionate share of accrued and
undistributed interest to date of settlement.
In an effort to reduce the amount of accrued interest which would
otherwise have to be paid in addition to the Public Offering Price on the sale
of Units to the public, the Trustee will advance the amount of accrued interest
as of the First Settlement Date as set forth in the "Summary of Essential
Information" for each Trust in Part A and the same will be distributed to the
Sponsor as the Unit Holder of record as of the First Settlement Date.
Consequently, the amount of accrued interest to be added to the Public Offering
Price of Units will include only accrued interest from the First Settlement Date
to date of settlement, less any distributions from the Interest Account
subsequent to the First Settlement Date. Thus, since the First Settlement Date
is the date of settlement for anyone ordering Units on the date of this
Prospectus, no accrued interest will be added to the Public Offering Price of
Units ordered on the initial Date of Deposit.
Except through an advancement of its own funds, the Trustee will have
no cash for distribution to Unit Holders until it receives interest payments on
the Securities in the Trust. The Trustee has agreed to make advancements of its
own funds in order to reduce the amount of time before monthly distributions of
interest in Unit Holders commence (see "Interest and Principal Distributions").
The Trustee will recover its advancements without interest or other costs to
such Trust from interest received on the Securities in the Trust. When these
advancements have been recovered, regular distributions of interest to Unit
Holders will be commenced. The Interest Account during the initial months of the
Trusts will include some cash representing interest which has been collected but
will predominantly consist of uncollected accrued interest which is not
available for distribution. Since the Trusts normally receive the interest on
Securities twice a year and the interest on the Securities in the Trusts is
accrued on a daily basis, the Trusts usually will have an amount of interest
accrued but not actually received and distributed to Unit Holders. A Unit Holder
will not recover his proportionate share of accrued interest until the Units are
sold or redeemed, or such Trust is terminated. At that time, the Unit Holder
will receive his proportionate share of the accrued interest computed to the
settlement date in the case of sale or termination and to the date of tender in
the case of redemption.

Volume and Other Discounts. Units of the Trust are available to Unit
Holders at a volume discount ("Volume Discount") from the Public Offering Price
during the initial public offering. Volume Discount will result in a reduction
of the sales charge applicable to such purchases. Furthermore, Volume Discount
applies to the cumulative Units purchased by a Unit Holder during a period of 60
days from the initial date of sale of the Units to such Unit Holder. Units
purchased by the same purchasers in separate transactions during the 60-day
period will be aggregated for purposes of determining if such purchaser is
entitled to a Volume Discount provided that such purchaser must own at least the
lesser of either (i) the required number of Units or (ii) the required dollar
amount at the Public Offering Price, at the time such determination is made.
Units held in the name of the spouse of the purchaser or in the name of a child
of the purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. Volume Discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account. As a result of such discounts, units are sold to
dealers/agents at prices which represent a concession as reflected below. The
Sponsor reserves the right to change these discounts from time to time. The
amount of Volume Discount, the approximate sales charge and the dealer
concession applicable to such purchases are as follows:

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Volume Discount Approximate Approximate
Lesser of Number of from Public Reduced Dealer/Agent
Units or Dollar Amount Sales Charge Offering per Unit Sales Charge Concession
Treasury Income Series 6

<S> <C> <C> <C> <C>
Less than 500,000............................ 1.50% 0% 1.50% 1.00%
500,000 to 999,999*.......................... 1.50% .15% 1.35% .85%
Asset Builder
Series 7
Less than 500,000............................ 1.35% 0% 1.35% .85%
500,000 to 999,999*.......................... 1.35% .10% 1.25% .75%
Corporate Income Series 1
Less than 250,000............................ 3.00% 0% 3.00% 2.00%
250,0000 to 499,999.......................... 3.00% .10% 2.90% 1.90%
500,000 to 999,999........................... 3.00% .25% 2.75% 1.75%
--------------
</TABLE>

* For any transactions of 1,000,000 Units or more or over $1,000,000, the
Sponsor intends to negotiate the applicable sales charge and such
charge will be disclosed to any such purchaser.

Rollover Privilege. In addition, to the extent Units of each QUILTS
trust are currently available from the Sponsor, Unit Holders of the Trusts may
elect to rollover principal distributions paid to them as Securities in their
respective Trusts mature into additional units of such available QUILTS trusts
(upon receipt by the Trusts of an appropriate exemptive order from the
Securities and Exchange Commission) at a reduced sales charge equal to the first
breakpoint of the Trust purchased described above on the day the rollover is
executed. Reduced sales charges are available only on proceeds received from
principal distributions from maturing Securities of the Trust. Furthermore, for
rollover transactions of any amount, dealers/agents will receive concessions
equal to the first breakpoint of the Trust purchased described above on the day
the rollover is executed. For more complete information concerning the rollover
privilege, including charges and expenses, the Unit Holders should contact their
broker.

Net Asset Value Purchases. No sales charge will be applied to the
following transactions: purchases by persons who for at least 90 days have been
directors, trustees, officers or full-time employees of any of (i) the funds
distributed by Quest for Value Distributors, (ii) Quest for Value Advisors and
(iii) Quest for Value Distributors, or their affiliates, their immediate
relatives or any trust, pension, profit sharing or other benefit plan for any of
them; purchases by any account advised by Oppenheimer Capital, the parent of
Quest for Value Advisors; and purchases by an employee of a broker-dealer having
a dealer or servicing agreement with Quest for Value Distributors and/or a
participating member of the Oppenheimer Capital brokered CD selling group or of
a bank or financial intermediary currently offering QUILTS to its customers.

Distribution of Units. During the initial offering period (i) Units
issued on the initial Date of Deposit and (ii) Additional Units issued after
such date in respect of additional deposits of Securities, will be distributed
by the Sponsor and dealers at the Public Offering Price plus accrued interest.
The initial offering period in each case is thirty days unless extended by the
Sponsor for Units specified in (i) and (ii) in the preceding sentence. In
addition, Units may be distributed through dealers who are members of the
National Association of Securities Dealers, Inc. or other financial
intermediaries as permitted by law. Certain banks and thrifts will make Units of
each Trust available to their customers on an agency basis. A portion of the
sale 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

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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 of the Trusts for sale in
Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana, Maryland,
Massachusetts, Missouri, Nevada, New Jersey, New York, Ohio, Pennsylvania, Rhode
Island, Texas, Virginia and the District of Columbia. Additional states may be
added from time to time.
The Sponsor may provide additional concessions to its affiliates in
connection with the distribution of the Units. The Sponsor reserves the right to
change the dealers concession at any time. Such Units may then be distributed to
the public by the dealers at the Public Offering Price then in effect. The
Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.

Sponsor's Profits. The Sponsor will receive a gross underwriting
commission (although the net commission retained will be lower because of the
concession paid to dealers) equal to 1.50% of the Public Offering Price per Unit
(equivalent to 1.523% of the net amount invested in the Securities) for Treasury
Income Series 6, 1.35% of the Public Offering Price per Unit (equivalent to
1.368% of the net amount invested in the Securities) for Asset Builder Series 7
and 3.00% of the Public Offering Price per Unit (equivalent to 3.093% of the net
amount invested in the Securities) for Corporate Income Series 1. 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 Trusts (see "Portfolios" in Part A). The
Sponsor may realize profits or sustain losses with respect to Securities
deposited in the Trust which were acquired from underwriting syndicates of which
it was a member.
The Sponsor may have participated as a sole underwriter or manager,
co-manager or member of underwriting syndicates from which some of the aggregate
principal amount of the Securities were acquired for the Trusts in the amounts
set forth in Part A.
During the initial offering period and thereafter to the extent
Additional Units continue to be issued and offered for sale to the public the
Sponsor may also realize profits or sustain losses as a result of fluctuations
after the initial Date of Deposit in the offering prices of the Securities and
hence in the Public Offering Price received by the Sponsor 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.
In maintaining a market for the Units (see "Liquidity--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.

Comparison of Public Offering Price, Sponsor's Repurchase Price and
Redemption Price. Although the Public Offering Price of Units of the Trusts will
be determined on the basis of the current offering prices of the Securities in
the Trusts, the value at which Units may be redeemed or sold in the secondary
market will be determined on the basis of the current bid prices of such
Securities. On the initial Date of Deposit, the Public Offering Price and the
Sponsor's Initial Repurchase Price per Unit of each Trust (each based on the
offering side evaluation of the Securities in the Trusts) each exceeded the
Redemption Price and the Sponsor's secondary market Repurchase Price per Unit
(based upon the current bid side evaluation of the Securities in the Trusts) by
the amounts shown under "Summary of Essential Information" for each Trust in
Part A of this Prospectus. On the initial Date of Deposit, the bid side
evaluation for each Trust was lower than the offering side evaluation for such
Trust by the amount set forth in Part A. For this reason, among others
(including fluctuations in the market prices of such Securities and the fact
that the Public Offering Price includes the applicable sales charge), the

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amount realized by a Unit Holder upon any redemption or Sponsor repurchase
of Units may be less than the price paid for such Units. See "Liquidity--Sponsor
Repurchase."

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN

Units of the Trusts are offered to investors on a "dollar price" basis
(using the computation method previously described under "Public Offering
Price") as distinguished from a "yield price" basis (involving the lesser of the
yield as computed to maturity of bonds or to an earlier redemption date). Since
they are offered on a dollar price basis, the rate of return on an investment in
Units of Treasury Income Series 6 and Corporate Income Series 1 is measured in
terms of "Estimated Current Return" and "Estimated Long Term Return." The rate
of return for Asset Builder Series 7 is only measured in terms of "Estimated
Long Term Return." This calculation of performance is mandated by the rules of
the Securities and Exchange Commission.
Estimated Long Term Return is calculated by: (1 ) computing the yield
to maturity or to an earlier call date (whichever results in a lower yield) for
each Security in each Trust's portfolio in accordance with accepted practices,
which practices take into account not only the interest payable on the Security
but also the amortization of premiums or accretion of discounts, if any; (2)
calculating the average of the yields for the Securities in each Trust's
portfolio by weighing each Security's yield by the market value of the Security
and by the amount of time remaining to the date to which the Security is priced
(thus creating an average yield for the portfolio of each Trust); and (3)
reducing the average yield for the portfolio of each Trust in order to reflect
estimated fees and expenses of such Trust and the maximum sales charge paid by
Unit Holders. The resulting Estimated Long Term Return represents a measure of
the return to Unit Holders earned over the estimated life of the Trusts. The
Estimated Long Term Return as of the day prior to the initial Date of Deposit is
stated for each Trust under "Summary of Essential Information" in Part A.
Estimated Current Return is computed by dividing the Estimated Net
Annual Interest Income per Unit by the Public Offering Price per Unit. In
contrast to the Estimated Long Term Return, the Estimated Current Return does
not take into account the amortization of premium or accretion of discount, if
any, on the Securities in the portfolio of each Trust. Moreover, because
prevailing interest rates on Securities purchased at a premium are generally
higher than current interest rates on newly issued bonds of a similar type with
comparable rating, the Estimated Current Return per Unit may be affected
adversely if such Securities are redeemed prior to their maturity. On the
initial Date of Deposit, the Estimated Net Annual Interest Income per Unit
divided by the Public Offering Price resulted in the Estimated Current Return
stated for the applicable Trust under "Summary of Essential Information" in Part
A.
The Estimated Net Annual Interest Income per Unit of each Trust will
vary with changes in the fees and expenses of the Trustee and the Evaluator
applicable to the Trust and with the redemption, maturity, sale or other
disposition of the Securities in such Trust. The Public Offering Price will vary
with changes in the offering prices (bid prices in the case of the secondary
market) of the Securities. Therefore, there is no assurance that the present
Estimated Current Return or Estimated Long Term Return will be realized in the
future.

RIGHTS OF UNIT HOLDERS

Book-Entry Units. Ownership of Units of the Trusts will not be
evidenced by certificates. All evidence of ownership of the Units will be
recorded in book-entry form either at Depository Trust Company ("DTC") through
an investor's broker's account or through registration of the Units on the books
of the Trustee. Units held through DTC will be deposited by the Sponsor with DTC
in the Sponsor's DTC account and registered in the nominee name CEDE & CO.
Individual purchases of beneficial ownership interest in the Trust will be made
in book-entry form through DTC or the Trustee. Ownership and transfer of Units
will be evidenced and accomplished directly and indirectly by book-entries made
by DTC and its participants if the Units are evidenced at DTC, or otherwise will
be

10
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<PAGE>

evidenced and accomplished by book-entries made by the Trustee. DTC will record
ownership and transfer of the Units among DTC participants and forward all
notices and credit all payments received in respect of the Units held by the DTC
participants. Beneficial owners of Units will receive written confirmation of
their purchase and sale from the broker-dealer or bank from whom their purchase
was made. Units are transferable by making a written request properly
accompanied by a written instrument or instruments of transfer which should be
sent registered or certified mail for the protection of the Unit Holder. Unit
Holders must sign such written request exactly as their names appear on the
record of the Trusts. Such signatures must be guaranteed by a commercial bank or
trust company, savings and loan association or by a member firm of a national
securities exchange.

Interest and Principal Distributions. Interest received by the Trusts
is credited by the Trustee to an Interest Account for the Trusts and a deduction
is made to reimburse the Trustee without interest for any amounts previously
advanced. Proceeds representing principal received from the maturity,
redemption, sale or other disposition of the Securities are credited to a
Principal Account of the Trust. Cash credited to the Interest Account and
Principal Account will not be reinvested by the Trusts prior to distribution.
Such cash balances are maintained by the Trustee and any income generated
thereon inures to the benefit of the Trustee and not the Trusts.
Distributions to each Unit Holder from the Interest 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 one-twelfth of such
Unit Holder's pro rata share of the Estimated Net Annual Interest Income in the
Interest Account Distributions from the Principal Account of the Trusts (other
than amounts representing failed contracts, as previously discussed) will be
computed as of each monthly Record Date, and will be made to the Unit Holder of
the Trusts on or shortly after the next Monthly Payment Date. Proceeds
representing principal received from the disposition of any of the Securities
between a Record Date and a Payment Date which are not used for redemptions of
Units will be held in the Principal Account and not distributed until the second
succeeding Monthly Payment Date. Persons who purchase Units between a Record
Date and a Payment Date will receive their first distribution on the second
Payment Date after such purchase.
Normally, interest payments on the Securities in the portfolios of the
Trusts which pay interest, are made on a semi-annual basis. Therefore, it
usually takes several months after the Date of Deposit for the Trustee to
receive sufficient interest payments on the Securities to begin monthly
distributions of interest to Unit Holders. However, the Trustee has agreed to
advance sufficient funds to the Trusts in order to reduce the amount of time
before monthly distributions of interest to Unit Holders commence. Further,
because interest payments are not received by the Trusts at a constant rate
throughout the year, interest distributions may be more or less than the amount
credited to the Interest Account as of a given Record Date. For the purpose of
minimizing fluctuations in the distributions from the Interest Account, the
Trustee will advance sufficient funds, without interest, as may be necessary to
provide interest distributions of approximately equal amounts. All funds in
respect of the Securities received and held by the Trustee prior to distribution
to Unit Holders may be of benefit to the Trustee and do not bear interest to
Unit Holders.
In order to acquire the "when, as, and if issued" Securities contracted
for by the Trusts, if any, it may be necessary to pay on the settlement dates
for delivery of such Securities amounts covering accrued interest on such
Securities which exceed (1) the amounts paid by Unit Holders and (2) the amount
which will be made available under the letter of credit furnished by the Sponsor
on the initial Date of Deposit for the purchase of such Securities. The Trustee
has agreed to pay for any amounts necessary to cover any such excess and will be
reimbursed therefor, without interest, when funds become available from interest
payments on the particular Securities with respect to which such payments may
have been made. Also, since interest on the Securities in the portfolios of the
Trusts does not accrue to the benefit of Unit Holders until their respective
dates of delivery, the Trustee will, in order to provide income to the Unit
Holders for this period of non-accrual, reduce its fee applicable to the Trust
in an amount equal to the amount of interest that would have so accrued on such
Securities in the Trust between the date of settlement for the Units and such
dates of delivery. To the

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extent such non-accrual is in excess of the reduction in the Trustee's fee, the
amount of such excess will be distributed to Unit Holders as a return of
capital.
As of the first day of each month, the Trustee will deduct from the
Interest Account of the Trusts, and, to the extent funds are not sufficient
therein, from the Principal Account of the Trusts, amounts necessary to pay the
expenses of the Trusts (see "Trust Expenses and Charges" in this Part B). 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 Trusts. Amounts so withdrawn shall not be
considered a part of the Trusts' 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 Interest and Principal Accounts such amounts
as may be necessary to cover purchases of Replacement Securities and redemptions
of Units by the Trustee.
The estimated monthly interest distribution per Unit will initially be
in the amount shown under "Summary of Essential Information" for each Trust in
Part A and will change and may be reduced as Securities mature or are redeemed,
exchanged or sold, or as expenses of the Trusts fluctuate. No distribution need
be made from the Principal Account until the balance therein is an amount
sufficient to distribute $1.00 per 1,000 Units.

Records. For each of the Trusts, the Trustee shall furnish Unit Holders
in connection with each distribution a statement of the amount of interest, if
any, and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. 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 Unit Holder of record, a statement
showing (a) as to the Interest Account: interest received (including any earned
original issue discount and amounts representing interest received upon any
disposition of Securities), amounts paid for purchases of Replacement Securities
and redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, 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 Unit 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 (including
any unearned original issue discount but excluding any portion representing
accrued interest), deductions for payments of applicable taxes and fees and
expenses of the Trusts, amounts paid for purchases of Replacement 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 Unit outstanding on the last business
day of such calendar year; (c) a list of the Securities held and the number of
Units outstanding on the last business day of such calendar year; (d) the
Redemption Price per Unit based upon the last computation thereof made during
such calendar year; and (e) amounts actually distributed to Unit Holders during
such calendar year from the Interest and Principal Accounts, separately stated,
of each Trust, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each Unit outstanding on the last business
day of such calendar year.
The Trustee shall keep available for inspection by Unit Holders 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 Unit
Holders, certificates issued or held, a current list of Securities in the
portfolio of each Trust and a copy of the Trust Agreement.

TAX STATUS

In the opinion of Battle Fowler, counsel for the Sponsor, under
existing law:

Each Trust is not an association taxable as a corporation for
United States federal income tax purposes and income of the Trusts will
be treated as income of the Unit Holders in the manner set forth below.
Each Unit Holder will be considered the owner of a pro rata portion

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of each asset of a Trust under the grantor trust rules of Sections
671-678 of the Internal Revenue Code of 1986, as amended (the "Code").
Each Unit Holder will be considered to have received his pro
rata share of interest derived from each Trust asset when such interest
is received by the Trust. Each Unit Holder will be required to include
in his gross income, as determined for Federal income tax purposes,
original issue discount with respect to his interest in a Security held
by the Trust at the same time and in the same manner as though the Unit
Holder were the direct owner of such interest. Each Unit Holder's pro
rata share of each expense paid by the Trust is deductible by the Unit
Holder to the same extent as though the expense had been paid directly
by him.
Each Unit Holder will have a taxable event when a Security is
disposed of (whether by sale, exchange, redemption, or payment at
maturity) or when the Unit Holder redeems or sells his Units. The total
tax cost of each Unit to a Unit Holder must be allocated among the cash
and Securities held in the Trust in accordance with their relative fair
market value on the date the Unit Holder purchases his Units in order
to determine his per Unit tax basis for the Securities represented
thereby. If a Unit Holder's tax cost of his pro rata interest in a
Security exceeds the amount payable in respect of such pro rata
interest upon the maturity of the Security, such excess is a "bond
premium" which may be amortized by the Unit Holder at the Unit Holder's
election as provided in Section 171 of the Code.

The tax basis of a Unit Holder with respect to his interest in a
Security will be increased by the amount of original issue discount thereon
properly included in the Unit Holder's gross income as determined for Federal
income tax purposes.
The amount of gain recognized by a Unit Holder on a disposition of a
Security by a Trust will be equal to the difference between such Unit Holder's
pro rata portion of the gross proceeds realized by the Trust on the disposition
and the Unit Holder's tax cost basis in his pro rata portion of the Security
disposed of. Any gain recognized on a sale or exchange of a Unit Holder's pro
rata interest in a Security, and not constituting a realization of accrued
"market discount" in the case of a Security issued after July 18, 1984, and any
loss will be a capital gain or loss, except in the case of a dealer or financial
institution. Gain realized on the disposition of the interest of a Unit Holder
in a market discount Security is treated as ordinary income to the extent the
gain does not exceed the accrued market discount. A Unit Holder has an interest
in a market discount Security in a case in which the Unit Holder's tax cost for
his pro rata interest in the Security is less than the stated redemption price
thereof at maturity (or the issue price plus original issue discount accrued up
to the acquisition date, in the case of an original issue discount Security). If
a Unit Holder has an interest in a market discount Security and has incurred
debt to acquire Units, the deductibility of a portion of the interest incurred
on such debt may be deferred. Any capital gain or loss arising from the
disposition of Unit Holder's pro rata interest in a Security will be a long-term
capital gain or loss if the Unit Holder has held his Units and the Trust has
held the Security for more than one year. Net capital gains (i.e., the excess of
net long-term capital gain over net short-term capital loss) of individuals,
estates and trusts are subject to a maximum nominal tax rate of 28%. Such net
capital gains may, however, result in a disallowance of itemized deductions
and/or affect a personal exemption phase-out. For taxable year beginning after
December 31, 1992, net capital gain from the disposition of property held for
investment is excluded from investment income for purposes of computing the
limitation on the deduction for investment interest applicable to individuals. A
taxpayer may, however, elect to include such net capital gain in investment
income if the taxpayer reduces the amount of net capital gain that is otherwise
eligible for the maximum 28% rate by such amount.
If the Unit Holder sells or redeems a Unit for cash, he is deemed
thereby to have disposed of his entire pro rata interest in all Trust assets
represented by the Unit and will have a taxable income or loss measured by the
difference between his per Unit tax basis for such assets, as described above,
and the amount realized.

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Under the personal income tax laws of the State and City of New York,
the income of Trust will be treated as the income of the Unit Holders.
Each Trust may contain one or more Securities which were originally
issued at a discount ("original issue discount"). In general, original issue
discount can be defined as the difference between the price at which a Security
was issued and its stated redemption price at maturity. In the case of a
Security issued before July 2, 1982, original issue discount is deemed to accrue
(be "earned") ratably over the period from the date of issuance of the Security
to the date of maturity and is apportioned among the original holder of the
obligation and subsequent purchasers in accordance with a ratio, the numerator
of which is the number of calendar days the obligation was owned by the holder
and the denominator of which is the total number of calendar days from the date
of issuance of the obligation to its date of maturity. Gain or loss upon the
disposition of an original issue discount Security is measured by the difference
between the amount realized upon disposition and the amount paid for such
obligation. A holder may, however, exclude from gross income that portion of
such gain attributable to accrued interest and the "earned" portion of original
issue discount.
In the case of a Security issued after July 1, 1982, original issue
discount is deemed to accrue on a constant interest method, which corresponds in
general to the economic accrual of interest (adjusted to eliminate
proportionately on an elapsed-time basis any excess of the amount paid for the
Security over the sum of the issue price and the accrued original issue discount
on the acquisition date). Unit Holders generally will be required to recognize
the accrual of original issue discount as interest income currently even though
they will not receive a corresponding amount of cash until later years. The tax
basis in the Security is increased by the amount of original issue discount that
is deemed to accrue while the Security is held. The difference between the
amount realized on a disposition of the Security (excluding accrued interest)
and the adjusted tax basis of the Security will give rise to taxable gain or
loss upon a disposition of the Security by the Trust (or a sale or redemption of
Units by a Unit Holder).
The general rule that requires the holder of a debt instrument issued
at a discount to include in gross income on a current basis the sum of the daily
portions of original issue discount does not apply to a debt instrument that has
a fixed maturity not more than one year from the date of issue. For short-term
Government obligations held by a cash method taxpayer, if no special election is
made by the holder, income is not realized until the sale, maturity, or other
disposition of the obligation, and is ordinary income to the extent the gain
realized does not exceed an amount equal to the ratable share of acquisition
discount. Gain, if any, in excess of such amount should be a short-term capital
gain. Acquisition discount is the excess of the stated redemption price at
maturity of the obligation over the basis of the taxpayer in the obligation. For
accrual basis taxpayers and taxpayers treated for this purpose as if they use
the accrual method (dealers, banks, regulated investment companies, common trust
funds, and taxpayers engaged in hedging transactions), acquisition discount on
short-term Governmental obligations is includible in income as it accrues, on a
straight line basis, unless a special election is made. Limitations apply to the
deductibility of interest on loans incurred to acquire short-term obligations
and special rules apply to short-term obligations that are a stripped bond or
stripped coupon.
A Unit Holder who is neither a citizen nor a resident of the United
States and is not a United States domestic corporation (a "foreign Unit Holder")
will not generally be subject to United States Federal income tax on his, her or
its pro rata share of interest and original issue discount on a Security held in
the Trust or any gain from the sale or other disposition of his, her or its pro
rata interest in a Security held in the Trust, which interest or original issue
discount is not effectively connected with the conduct by the foreign Unit
Holder of a trade or business within the United States and which gain is either
(i) not from sources within the United States or (ii) not so effectively
connected, provided that:

(a) with respect to interest and original issue discount the Security
was issued after July 18, 1984;

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(b) with respect to any U.S. source capital gain, the foreign Unit
Holder (if an individual) is not present in the United States for 183 days
or more during his or her taxable year in which the gain was realized and
so certifies; and

(c) the foreign Unit Holder provides the required certifications
regarding (i) his, her or its status and, (ii) in the case of U.S. source
income, the fact that the interest, original issue discount or gain is not
effectively connected with the conduct by the foreign Unit Holder of a
trade or business within the United States.

The interest and/or dividend income received by a foreign Unit Holder
from an entity of which it owns 10% or more of the voting stock in the case of a
corporation or 10% or more of the profits or capital interest in the case of a
partnership, will, however, be subject to federal income taxation. Foreign Unit
Holders should consult their own tax counsel with respect to United States tax
consequences of ownership of Units.
Each Unit Holder (other than a foreign Unit Holder who has properly
provided the certifications described above) will be requested to provide the
Unit Holder's taxpayer identification number to the Trustee and to certify that
the Unit Holder has not been notified that payments to the Unit Holder are
subject to back-up withholding. If the taxpayer identification number and an
appropriate certification are not provided when requested, 31% back-up
withholding will apply.
The foregoing discussion relates only to United States Federal and, to
the extent stated, New York State and City income taxes.
Investors should consult their tax counsel for advice with respect to
their own particular tax situations.
After the end of each calendar year, the Trustee will furnish to each
Unit Holder an annual statement containing information relating to the interest
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security (resulting from redemption or payment
at maturity of any Security or the sale by the Trust of any Security), and the
fees and expenses paid by the Trust. The Trustee will also furnish required
annual information returns to each Unit Holder and to the Internal Revenue
Service.
The Sponsor believes that Unit Holders who are individuals should not
generally be subject to state personal income taxes on the interest (including
original issue discount) received through each Treasury Trust. However, Unit
Holders (including individuals) may be subject to state and local taxes on any
capital gains (or market discount treated as ordinary income) derived from each
Treasury Trust and to other state and local taxes with respect to the interest
derived from each Treasury Trust. Moreover, Unit Holders will probably not be
entitled to a deduction for state tax purposes for their share of the fees and
expenses paid by the Treasury Trusts or for any interest on indebtedness
incurred to purchase or carry their Units. Even though the Sponsor believes that
interest income (including original issue discount) received through each
Treasury Trust is exempt from state personal income taxes on individuals in most
states, Unit Holders should consult their own tax advisers with respect to state
and local taxation matters.

LIQUIDITY

Sponsor Repurchase. The Sponsor, although not obligated to do so,
currently intends to maintain a secondary market for the Units and continuously
to offer to repurchase the Units. The Sponsor's secondary market repurchase
price after the initial public offering is completed, will be based on the
aggregate bid price of the Securities in each Trust portfolio and will be the
same as the redemption price. The aggregate bid price will be determined by the
Evaluator on a daily basis after the initial public offering is completed and
computed on the basis set forth under "Liquidity--Trustee Redemption." During
the initial offering period, the Sponsor's repurchase price will be based on the
aggregate offering price of the Securities in the Trusts. Unit Holders who wish
to dispose of their Units should inquire of the Sponsor as to current market
prices prior to making a tender for redemption. The Sponsor may discontinue
repurchase of Units if the supply of Units exceeds demand, or for other

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business reasons. The date of repurchase is deemed to be the date on which Units
are received in proper form by Quest of Value Distributors, Two World Financial
Center, 225 Liberty Street, New York, NY 10080-6116. 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 Unit
Holder 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 offering price of the
Securities in the Trusts plus (a) a 1.50% sales charge (1.523% of the net amount
invested) plus net accrued interest for Treasury Income Series 6, (b) a 1.35%
sales charge (1.368% of the net amount invested) plus net accrued interest for
Asset Builder Series 7 and (c) a 3.00% sales charge (3.093% of the net amount
invested) plus net accrued interest for Corporate Income Series 1. 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 Unit
Holders, elect to purchase any Units tendered to the Trustee for redemption (see
"Liquidity--Trustee Redemption" in this Part B). 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 Unit Holder 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. Units may also be tendered to the Trustee for
redemption at its corporate trust office at 101 Barclay Street, New York, New
York 10286, upon proper delivery of such Units and payment of any relevant tax.
At the present time there are no specific taxes related to the redemption of
Units. No redemption fee will be charged by the Sponsor or the Trustee. Units
redeemed by the Trustee will be cancelled.
Within seven calendar days following a tender for redemption, or, if
such seventh day is not a business day, on the first business day prior thereto,
the Unit Holder will be entitled to receive in cash 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" for each Trust 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, 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.
Accrued interest paid on redemption shall be withdrawn from the
Interest 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 such Trust will be reduced.
The Redemption Price per Unit is the pro rata share of each Unit in
each 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 based on the bid prices of such Securities and (iii)
interest accrued thereon, less (a) amounts representing taxes or other
governmental charges payable out of each Trust, (b) the accrued expenses of such
Trust and (c) cash allocated for the distribution to Unit Holders of record as
of the business day prior to the evaluation being made. The Evaluator may
determine the value of the Securities in each Trust (1) on the basis of current
bid prices of the Securities obtained from dealers or brokers who customarily
deal in bonds comparable to those held by the Trusts, (2) on the basis of bid
prices for bonds comparable to any Securities for which bid prices are not
available, (3) by determining the value of the Securities by appraisal, or (4)
by any combination

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<PAGE>

of the above. The Evaluator will determine the aggregate current bid price
evaluation of the Securities in each Trust, taking into account the market value
of the Securities in the manner described as set forth under "Public
Offering--Offering Price."
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 or Units for redemption, in lieu of redeeming such Unit, to sell
such Unit in the over-the-counter market for the account of the tendering Unit
Holder at prices which will return to the Unit Holder 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 Unit Holder 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 Securities 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 Unit Holder 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.

RETIREMENT PLANS

The Trusts may be an appropriate investment for retirement plans such
as IRAs, self-employed retirement plans (formerly Keogh Plans), pension,
profit-sharing plans and other qualified retirement plans.
Generally, capital gains and income received under each of the
foregoing plans are deferred from Federal taxation. All distributions from such
plans are generally treated as ordinary income but may, in some cases, be
eligible for special income averaging or tax-deferred rollover treatment.
Investors considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisers with
respect to the establishment and maintenance of any such plan. Such plans are
offered by brokerage firms and other financial institutions. Fees and charges
with respect to such plans may vary.
Individual Retirement Account--IRA. Any individual under age 70 1/2 may
contribute the lesser of $2,000 or 100% of compensation to any IRA annually.
Such contributions are fully deductible if the individual (and spouse if filing
jointly) is not covered by a retirement plan at work.
A participant's interest in an IRA must be, or commence to be,
distributed to the participant not later than April 1 of the calendar year
following the year during which the participant attains age 70 1/2.
Distributions made before attainment of age 59 1/2, except in the case of the
participant's death or disability, or where the amount distributed is to be
rolled over to another IRA, or where the distributions are taken as a series of
substantially equal periodic payments over the participant's life or life
expectancy (or the joint lives or life expectancies of the participant and the
designated beneficiary) are generally subject to a surtax in an amount equal to
10% of the distribution. The amount of such periodic payments may not be
modified before the later of five years or attainment of age 59 1/2.
Excess contributions are subject to an annual 6% excise tax.
IRA applications disclosure statements and trust agreements are
available from the Sponsor upon request.

Qualified Retirement Plans. Units of each Trust may be purchased by
qualified pension or profit sharing plans maintained by corporations,
partnerships or sole proprietors. The maximum annual contribution for a
participant in a money purchase pension plan or to paired profit sharing and
pension plans is the lesser of 25% of compensation or $30,000. Prototype plan
documents for establishing

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qualified retirement plans are available from the Sponsor upon request. The
latest date by which a participant must commence receiving benefits from a plan
is generally the same as for an IRA. The 10% early distribution surtax also
applies, except that distributions received after age 55 or as a result of a
separation of service, and distributions received to pay deductible medical
expenses or pursuant to qualified domestic relations order are not subject to
the tax.

Excess Distributions Tax. In addition to the other taxes due by reason
of a plan distribution, a tax of 15% may apply to certain aggregate
distributions from IRAs, Keogh Plans, and corporate retirement plans to the
extent such aggregate taxable distributions exceed specified amounts (generally
$150,000, as adjusted during a tax year). This 15% tax will not apply to
distributions on account of death, qualified domestic relations order or to
eligible distributions that are rolled over to an IRA or other qualified plan.
In general, for lump sum distributions the excess distribution over $750,000 (as
adjusted) will be subject to the 15% tax.

TRUST ADMINISTRATION

Portfolio Supervision. Except for the purchase of Replacement
Securities, Additional Securities or as discussed herein, the acquisition of any
Securities for the Trust other than Securities initially deposited by the
Sponsor is prohibited. The Sponsor may direct the Trustee to dispose of
Securities upon (i) default in payment of principal or interest on such
Securities, (ii) default under other documents adversely affecting debt service
on such Securities, or (iii) decline in price or the occurrence of other market
or credit factors that in the opinion of the Sponsor would make the retention of
such Securities in the Trusts detrimental to the interests of the Unit Holders.
If a default in the payment of principal or interest on any of the Securities
occurs and if the Sponsor fails to instruct the Trustee to sell or hold such
Securities, the Trust Agreement provides that the Trustee may sell such
Securities. The Trustee shall not be liable for any depreciation or loss by
reason of any sale of Securities or by reason of the failure of the Sponsor to
give directions to the Trustee. An affiliate of the Sponsor, Quest For Value
Advisors, will perform the portfolio supervisory functions noted herein on
behalf of the Sponsor and receive the Annual Supervisory Fee noted in Part A.
The Sponsor is authorized by the Trust Agreement to direct the Trustee
to accept or reject certain plans for the refunding or refinancing of any of the
Securities. Any bonds received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Agreement to the same extent
as the Securities originally deposited. Within five days after such deposit,
notice of such exchange and deposit shall be given by the Trustee to each Unit
Holder registered on the books of the Trustee, including an identification of
the Securities eliminated and the Securities substituted therefor.

Trust Agreement, Amendment and Termination. The Trust Agreement may be
amended by the Trustee the Sponsor and the Evaluator without the consent of any
of the Unit Holders: (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
Unit Holders.
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 Unit
Holders owning 662/3% of the Units then outstanding for the purpose of modifying
the rights of Unit Holders; provided that no such amendment or waiver shall
reduce any Unit Holder's interest in a Trust without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of Unit Holders. The Trust Agreement may not be amended, without the
consent of all Unit Holders 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 the Trusts, or to provide the
Trustee with the power to engage in business or investment activities not
specifically authorized in the indenture as originally adopted or so as to
adversely affect the characterization of a Trust as a grantor trust for

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federal income tax purposes, except in accordance with the provisions of the
Trust Agreement. The Trustee shall promptly notify Unit Holders, in writing, of
the substance of any such amendment.
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 the Trust but in no event is it to continue beyond the
end of the calendar year preceding the fiftieth anniversary of the execution of
the Trust Agreement. If the value of a 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
Trusts. The Trust may also be terminated at any time with the consent of the
Unit Holders representing 100% of the Units then outstanding. In the event of
termination, written notice thereof will be sent by the Trustee to all Unit
Holders. Within a reasonable period after termination, the Trustee must sell any
Securities remaining in the terminated Trust, and, after paying all expenses and
charges incurred by the Trust, distribute to each Unit Holder, upon surrender
for cancellation of his Units, his pro rata share of the Interest and Principal
Accounts.
Alternatively, upon the termination of the Trust and further upon
receipt by the Trust, and subject to the conditions of an appropriate exemptive
order from the Securities and Exchange Commission, each Unit Holder's pro rata
share of the net asset value of the Trust will automatically be invested on
behalf of each Unit Holder in a mutual fund which invests in U.S. government
securities (the "Reinvestment Fund"). A copy of the current Prospectus of the
Reinvestment Fund will be delivered to Unit Holders at least 30 days prior to
the time reinvestment is made. At any time prior to the time of reinvestment,
Unit Holders may elect not to invest in the Reinvestment Fund, in which case,
their pro rata share of liquidation proceeds will be sent to them. This
investment in the Reinvestment Fund will not prevent Unit Holders from
recognizing taxable gain or loss as a result of the liquidation of the Trust,
even though no cash will be distributed to Unit Holders to pay any taxes.
However, Unit Holders may redeem any shares in the Reinvestment Fund in order to
generate cash to pay these taxes. Unit Holders should consult their own tax
advisers regarding this matter.

The Sponsor. Quest for Value Distributors is the Sponsor of Quest for
Value's Unit Investment Laddered Trust Series and all subsequent series. The
Sponsor is a majority-owned subsidiary of Oppenheimer Capital. Since 1969,
Oppenheimer Capital has managed assets for many of the nation's largest pension
plan clients. Today, the firm has over $30 billion under management, including
$4 billion in the Quest for Value funds. The Quest for Value organization was
created in 1988 to introduce mutual funds designed to help individual investors
achieve their financial goals. Quest for Value is committed to retirement
planning and services geared to the long term investment goals of the individual
investor. The Sponsor, a Delaware general partnership, is engaged in the mutual
fund distribution business. It is a member of the National Association of
Securities Dealers, Inc.
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 its contractual obligations.
The Sponsor is liable for the performance of its obligations arising
from its responsibilities under the Trust Agreement, but will be under no
liability to Unit Holders 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, 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 Trusts; 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 Bank of New York, with its offices at 101
Barclay Street, New York, New York 10286 (212) 815-2000.

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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 an disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in case of its own willful misfeasance, bad faith, negligence or reckless
disregard of its obligations and duties. 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 Trusts which it may be required to pay under current or
future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement

For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unit Holders."
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
Unit Holders. 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
Unit Holder 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 an 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 Evaluator. The Evaluator for the Corporate Income Trust is Kenny
S&P Evaluation Services, a division of Kenny Information Systems, Inc., with its
main offices located at 65 Broadway, New York, New York 10006. The Evaluator is
a wholly-owned subsidiary of McGraw Hill, Inc. The Evaluator is a registered
investment advisor and also provides financial information services. The Trustee
will act as Evaluator for the Treasury Trusts.
The Trustee, the Sponsor and the Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Trust Agreement
shall be made in good faith upon the basis of the best information available to
it, provided, however, that the Evaluator shall be under no liability to the
Sponsor or Unit Holders for errors in judgment, except in cases of its own
willful misfeasance, bad faith, negligence or reckless disregard of its
obligation and duties. The Evaluator shall not be liable or responsible for
depreciation or losses incurred by reason of the purchase, sale or retention of
any Securities.
The Evaluator may resign or may be removed by the Sponsor and Trustee,
and the Sponsor and the Trustee are to use their best efforts to appoint a
satisfactory successor. Such resignation or removal shall become effective upon
the acceptance of appointment by the successor Evaluator. If upon resignation of
the Evaluator no successor has accepted appointment within thirty days after
notice of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.

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TRUST EXPENSES AND CHARGES

At no cost to the Trusts, the Sponsor has borne all the expenses of
creating and establishing the Trusts, including the cost of initial preparation
and execution of the Trust Agreement, registration of the Trusts and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933, the
fees of the Evaluator during the initial public offering, legal expenses,
advertising and selling expenses, expenses of the Trustee including, but not
limited to, an amount equal to interest accrued on certain "when issued" bonds
since the date of settlement for the Units, initial fees and other out-of-pocket
expenses.
The Sponsor will not charge the Trusts a fee for its services as such.
The Sponsor's affiliate will receive for portfolio supervisory services
to the Trusts an annual fee in the amount set forth under "Summary of Essential
Information" for each Trust in Part A. The Sponsor's fee may exceed the actual
cost of providing portfolio supervisory services for the Trusts, but at no time
will the total amount received for portfolio supervisory services rendered to
all series of the Quest for Value's Unit Investment Laddered Trust Series in any
calendar year exceed the aggregate cost to the Sponsor of supplying such
services in such year. (See "Trust Administration--Portfolio Supervision.")
The Trustee's annual fee and estimated expenses are set forth under
"Summary of Essential Information" for each Trust in Part A. For a discussion of
the services performed by the Trustee pursuant to its obligations under the
Trust Agreement, see "Trust Administration" and "Rights of Unit Holders."
The Evaluator will receive, for each evaluation of the Corporate
Securities in the Corporate Income Trust, a fee in the amount set forth under
"Summary of Essential Information" for such Trust in Part A.
The Trustee's and Evaluator's fees applicable to the Trusts are
calculated based upon the principal amount of Securities in the Trusts on the
Record Date of such month, payable monthly as of the Record Date from the
Interest Account of the Trusts to the extent funds are available and then from
the Principal Account. Both the supervisory fee and the Trustee's fee may be
increased without approval of the Unit Holders 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 Trusts:
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 Trusts
and the rights and interests of the Unit Holders; 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 negligence, bad
faith or willful misconduct on its part, arising out of or in connection with
its acceptance or administration of the Trusts; indemnification of the Sponsor
for any losses, liabilities and expenses incurred in acting as sponsors of the
Trusts without 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 Trusts (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 Trusts
to which such expenses are charged. In addition, the Trustee is empowered to
sell Securities in order to make funds available to pay all expenses.
The accounts of the Trusts 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 1,000 Units. Unit Holders covered by the audit during the year may receive a
copy of the audited financial upon request.

21
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OTHER MATTERS

Legal Opinions. The legality of the Units offered hereby and certain
matters relating to federal tax law have been passed upon by Messrs. Battle
Fowler, 280 Park Avenue, New York, New York 10017 as counsel for the Sponsor.
Emmet, Marvin & Martin, 120 Broadway, New York, New York 10271 has acted as
counsel for the Trustee.

Independent Auditors. The Statements of Condition and Portfolios are
included herein in reliance upon the report of Grant Thornton, independent
auditors, and upon the authority of said firm as experts in accounting and
auditing.

DESCRIPTION OF BOND RATINGS1

Standard & Poor's Corporation. A brief description of the applicable
Standard & Poor's Corporation rating symbols and their meanings is as follows:
A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment of creditworthiness may take into consideration
obligors such as guarantors, insurers, or lessees.
The bond rating is not a recommendation to purchase or sell a security,
inasmuch as it does not comment as to market price. The ratings are based on
current information furnished to Standard & Poor's by the issuer and obtained by
Standard & Poor's from other sources it considers reliable. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information.
The ratings are based, in varying degrees, on the following
considerations:

I. Likelihood of default-capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation.

II. Nature of and provisions of the obligation.

III. Protection afforded by, and relative position of, the obligation in
the event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA -- This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay principal and
interest.

AA -- Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and they differ from AAA
issues only in small degrees.

A -- Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to
pay principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

--------
1
As described by the rating agencies.

22
302450.1

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BB, B, CCC, CC -- Bonds rated BB, B, CCC and CC are regarded on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

Plus ( +) or Minus (-): To provide more detailed indications of credit
quality, the ratings from "AA" to "BB" may be modified by the addition of a plus
or minus sign to show relative standing within the major rating categories.

P -- Provisional Ratings (Prov.) following a rating indicates the
rating is provisional which assumes successful completion of the project being
financed by the issuance of the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion, makes no comment on the likelihood of,
or the risk of default upon failure of, such completion. Accordingly, the
investor should exercise his own judgment with respect to such likelihood and
risk.

Moody's Investors Service, Inc. A brief description of the applicable
Moody's Investors Service, Inc's rating symbols and their meanings is as
follows:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well. The market
value of the Baa-rated bonds is more sensitive to changes in economic
circumstances. Aside from occasional speculative factors and the aforementioned
economic circumstances applying to some bonds of this Class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.

Those bonds in the A and Baa group which Moody's believes possess the
strongest investment attributes are designated by the symbol A 1 and Baa 1.
Other A bonds comprise the balance of the group. These rankings (1) designate
the bonds which offer the maximum in security within their quality group, (2)
designate bonds which can be bought for possible upgrading in quality and (3)
additionally

23
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<PAGE>

afford the investor an opportunity to gauge more precisely the relative
attractiveness of offerings in the marketplace.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of time may be
small.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

Con-Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are debt
obligations secured by (a) earnings of projects under construction, (b) earnings
of projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Rating denotes probable credit stature upon completion of construction
or elimination of basis of condition.

24
302450.1

<PAGE>

Quest for Value's Unit Investment Laddered Trust Series ("QUILTS")

(A Unit Investment Trust)

QUILTS Income--U.S. Treasury Series 6
QUILTS Asset Builder--U.S. Treasury Series 7
QUILTS Income--Corporate Series 1

Prospectus Dated: May 18, 1994

Sponsor: Trustee and Evaluator (for the
Quest for Value Distributors Treasury Trusts):
Two World Financial Center The Bank of New York
225 Liberty Street 101 Barclay Street
New York, New York 10080- New York, New York 10286
6116 212-815-2000
(800) 628-6664

Evaluator (for the Corporate
Income Trust):
Kenny S&P Evaluation Services
65 Broadway
New York, New York 10006

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

Table of Contents
Title Page

PART A
Summary of Essential Information...............A-2
Independent Auditors' Report..................A-13
Statements of Condition.......................A-14
Portfolio and Cash Flow Information...........A-15
PART B
The Trust........................................1
Public Offering..................................6
Estimated Long Term Return and
Estimated Current Return......................10
Rights of Unit Holders .........................10
Tax Status......................................12
Liquidity.......................................15
Retirement Plans................................17
Trust Administration............................18
Trust Expenses and Charges......................21
Other Matters...................................22
Description of Bond Ratings.....................22

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 a registered as unit investment trust under the Investment Company
Act of 1940. Such registration does not imply that the Trust or any of its Units
have been guaranteed, sponsored, recommended or approved by the United States or
any state or any agency or officer thereof.

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

Parts A and B of this Prospectus do not contain all of the information
set forth in the registration statement and exhibits thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, and the Investment Company Act of 1940, and to which reference is made.

302450.1

<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

The employees of Quest for Value Distributors are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $1,000,000.

ITEM B--CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers
and documents: The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.

Listed below are the name and registration number of previous series of
Qualified Unit Investment Liquid Trust Series ("QUILTS"), the final prospectus
of which, properly supplemented, might be used as a preliminary prospectus for
Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS Asset Builder
-- U.S. Treasury Series 15, QUILTS Laddered Income -- U.S. Treasury Series 16,
QUILTS Laddered Income -- U.S. Treasury Series 17 and QUILTS Laddered Income
-- Corporate Bond Series 2. These final prospectuses are incorporated herein
by reference.

Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 6, QUILTS Asset Builder -- U.S.
Treasury Series 7 and QUILTS Income -- Corporate Series 1 (Registration
No. 33-77794)

Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 8, QUILTS Asset Builder -- U.S.
Treasury Series 9, QUILTS Income -- U.S. Treasury Series 10 and QUILTS
Asset Builder -- U.S. Treasury Series 11 (Registration No. 33-88060)

Quest for Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Income -- U.S. Treasury Series 12, QUILTS Income -- U.S. Treasury
Series 13 and QUILTS Asset Builder -- U.S. Treasury Series 14
(Registration No. 33-60017)

Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
United State Trust Company of New York (included in Exhibit 5.1)

The following exhibits:

*1.1 -- Reference Trust Agreements including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.

1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 2 to Form S-6 Registration Statement No. 33-57284
of Quest for Value's Unit Investment Laddered Trust Series
("QUILTS"), QUILTS Monthly Income -- U.S. Treasury Series 1;
QUILTS Monthly Income --
--------
* To be filed by Amendment.

II-i
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<PAGE>

U.S. Treasury Series 2 and QUILTS Asset Builder -- U.S.
Treasury Series 3 on March 19, 1993 and incorporated herein by
reference).

1.3.4 -- Agreement of General Partnership of Quest for Value
Distributors dated July 9, 1987 (filed as Exhibit 1.3.4 to Form
S-6 Registration Statement No. 33-57284 of Quest for Value's
Unit Investment Laddered Treasury Securities ("QUILTS") on
January 21, 1993 and incorporated herein by reference).

1.4 -- Form of Master Agreement Among Underwriters (filed as
Exhibit 1.4 to Amendment No. 2 to Form S-6 Registration
Statement No. 33-57284 of Quest for Value's Unit Investment
Laddered Trust Series ("QUILTS"), QUILTS Monthly Income -- U.S.
Treasury Series 1; QUILTS Monthly Income -- U.S. Treasury
Series 2 and QUILTS Asset Builder -- U.S. Treasury Series 3 on
March 19, 1993 and incorporated herein by reference).

2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No. 2 to
Form S-6 Registration Statement No. 33-57284 of Quest for
Value's Unit Investment Laddered Trust Series ("QUILTS"),
QUILTS Monthly Income -- U.S. Treasury Series 1; QUILTS Monthly
Income -- U.S. Treasury Series 2 and QUILTS Asset Builder --
U.S. Treasury Series 3 on March 19, 1993 and incorporated
herein by reference).

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

*5.1 -- Consents of the Evaluators.

6.0 -- Powers of Attorney of Quest for Value Distributors, by the
majority of the Board of Directors and certain officers of
Oppenheimer Financial Corp., its Managing General Partner
(filed as Exhibit 6.0 to Amendment No. 2 to Form S-6
Registration Statement No. 33-57284 of Quest for Value's Unit
Investment Laddered Trust Series ("QUILTS"), QUILTS Monthly
Income -- U.S. Treasury Series 1; QUILTS Monthly Income -- U.S.
Treasury Series 2 and QUILTS Asset Builder -- U.S. Treasury
Series 3 on March 19, 1993 and as Exhibit 6.0 to Pre-Effective
amendment No. 1 to Form S-6 Registration Statement No. 33-57284
of Quest for Value's Investment Unit Investment Laddered Trust
Series ("QUILTS") on March 5, 1993 and incorporated herein by
reference).

--------
* To be filed by Amendment.

II-ii
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UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Qualified Unit Investment Liquid Trust Series ("QUILTS"), QUILTS
Asset Builder -- U.S. Treasury Series 15, QUILTS Laddered Income -- U.S.
Treasury Series 16, QUILTS Laddered Income -- U.S. Treasury Series 17 and
QUILTS Laddered Income -- Corporate Bond Series 2 has duly caused this
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 14th day
of September, 1995.

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES
("QUILTS"),
QUILTS ASSET BUILDER -- U.S. TREASURY SERIES 15,
QUILTS LADDERED INCOME -- U.S. TREASURY SERIES 16,
QUILTS LADDERED INCOME -- U.S. TREASURY SERIES 17 AND
QUILTS LADDERED INCOME -- CORPORATE BOND SERIES 2
(Registrant)

QUEST FOR VALUE DISTRIBUTORS
(Depositor)

By: OPPENHEIMER FINANCIAL CORP.,
as Managing General Partner of the Depositor

By: /s/ SUSAN A. MURPHY
(Susan A. Murphy, Attorney-in-Fact)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of
Oppenheimer Financial Corp., the Managing General Partner of the Depositor, in
the capacities and on the date indicated.

NAME TITLE DATE

STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert

NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher

ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger

JOSEPH LAMOTTA* Director
Joseph LaMotta

ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez

*By: /s/ SUSAN A. MURPHY September 14, 1995
(Susan A. Murphy, Attorney-in-Fact)

--------
* Executed copy of Power of Attorney filed as Exhibit 6.0 to
Amendment No. 2 to Registration Statement No. 33-57284 on March
19, 1993, and as Exhibit 6.0 to the Pre-Effective Amendment No.
1 to Registration Statement No. 33-57284 on March 5, 1993.

II-iii
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CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Unit Holders of
QUILTS Asset Builder -- U.S. Treasury Series 15
QUILTS Laddered Income -- U.S. Treasury Series 16
QUILTS Laddered Income -- U.S. Treasury Series 17
QUILTS Laddered Income -- Corporate Bond Series 2

We have issued our report dated September __, 1995 on the Statements of
Condition and Portfolios of Qualified Unit Investment Liquid Trust Series
("QUILTS"), QUILTS Asset Builder -- U.S. Treasury Series 15 ("Asset Builder
15"), QUILTS Laddered Income -- U.S. Treasury Series 16 ("Laddered Income Series
16"), QUILTS Laddered Income -- U.S. Treasury Series 17 ("Laddered Income Series
17") and QUILTS Laddered Income -- Corporate Bond Series 2 ("Corporate Bond
Series 2") as of September __, 1995 contained in the Registration Statement on
Form S-6 and the Prospectus. We consent to the use of our report in the
Registration Statement and Prospectus and to the use of our name as it appears
under the caption "Independent Auditors."

BDO Seidman, LLP

New York, New York
September __, 1995