ABC STRYPES TRUST, N-2/A, 1997-02-03

ABC STRYPES TRUST
N-2/A, 1997-02-03

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1997

SECURITIES ACT FILE NO. 33-63795
INVESTMENT COMPANY ACT FILE NO. 811-7389

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-2

/x/ Registration Statement Under The Securities Act of 1933
/x/ Pre-Effective Amendment No. 2
/ / Post-Effective Amendment No.
and/or
/x/ Registration Statement Under The Investment Company Act of 1940

/x/ Amendment No. 2
(check appropriate box or boxes)

ABC STRYPES TRUST
(Exact Name of Registrant as Specified in Charter)

C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (212) 449-1000

ROBERT E. AHERNE
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281
(Name and Address of Agent for Service)

COPIES TO:

NORMAN D. SLONAKER, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable
after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, as amended, other than securities offered in connection with a
dividend reinvestment plan, check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

The registrant hereby amends this 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.

CROSS-REFERENCE SHEET*

<TABLE>
<CAPTION>
Item Number in Form N-2 Caption in Prospectus
- ----------------------- ---------------------
<S> <C>
PART A - INFORMATION REQUIRED IN A PROSPECTUS
1. Outside Front Cover . . . . . . . . . . . . Front Cover Page
2. Inside Front and Outside Back
Cover Page . . . . . . . . . . . . . . . . . Front Cover Page; Inside Front Cover Page
3. Fee Table and Synopsis . . . . . . . . . . . Prospectus Summary; Fee Table
4. Financial Highlights . . . . . . . . . . . . Not Applicable
5. Plan of Distribution . . . . . . . . . . . . Front Cover Page; Prospectus Summary; Underwriting
6. Selling Shareholders . . . . . . . . . . . . Not Applicable
7. Use of Proceeds . . . . . . . . . . . . . . Use of Proceeds; Investment Objective and Policies
8. General Description of the Registrant . . . Front Cover Page; Prospectus Summary; The Trust;
Investment Restrictions; Investment Objective and
Policies; Risk Factors
9. Management . . . . . . . . . . . . . . . . . Trustees and Officers; Management Arrangements
10. Capital Stock, Long-Term Debt and Other
Securities; Federal Income
Tax Considerations. . . . . . . . . . . . . . Description of STRYPES
11. Defaults and Arrears on Senior Securities . Not Applicable
12. Legal Proceedings . . . . . . . . . . . . . Not Applicable
13. Table of Contents of the Statement of
Additional Information . . . . . . . . . . . Not Applicable

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
14. Cover Page . . . . . . . . . . . . . . . . . Not Applicable
15. Table of Contents . . . . . . . . . . . . . Not Applicable
16. General Information and History . . . . . . The Trust
17. Investment Objective and Policies . . . . . Investment Objective and Policies; Investment
Restrictions
18. Management . . . . . . . . . . . . . . . . . Trustees and Officers; Management Arrangements

19. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . Management Arrangements

20. Investment Advisory and Other Services . . . Management Arrangements
21. Brokerage Allocation and Other Practices . . Investment Objective and Policies

_______________
*PURSUANT TO THE GENERAL INSTRUCTIONS TO FORM N-2, ALL INFORMATION
REQUIRED TO BE SET FORTH IN PART B: STATEMENT OF ADDITIONAL INFORMATION HAS
BEEN INCLUDED IN PART A: THE PROSPECTUS.

22. Tax Status . . . . . . . . . . . . . . . . . Certain United States Federal Income Tax
Considerations
23. Financial Statements . . . . . . . . . . . . Financial Statements

PART C - OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate Item, so
numbered, in Part C to this Registration Statement.

</TABLE>

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
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

PROSPECTUS SUBJECT TO COMPLETION
- ----------
PRELIMINARY PROSPECTUS DATED FEBRUARY 3, 1997

,000,000 STRYPES(SERVICE MARK)
ABC STRYPES TRUST

(Exchangeable for Shares of Common Stock of ABC Company,
par value $ per share)

Each of the Structured Yield Product Exchangeable for Stock(Service
Mark) (the "STRYPES") of ABC STRYPES Trust (the "Trust") offered hereby
represents a proportionate share of beneficial interest in the Trust, which
entitles the holder to receive an annual distribution of $ , and will
be exchanged for between % and 100% of each type of Reference Property
(or, in certain circumstances, cash, or a combination of cash and Reference
Property, with an equal value) upon conclusion of the term of the Trust on
, 2000 (the "Exchange Date"). The term "Reference Property"
means initially one share of Common Stock, par value $ per share (the
"ABC Common Stock"), of ABC Company (the "Company") and shall be subject to
adjustment from time to time prior to the Exchange Date to reflect the
addition or substitution of any cash, securities and/or other property
resulting from the application of the adjustment provisions described herein.
The annual distribution of $ per STRYPES is payable quarterly on each
, , and , commencing , 1997. The
STRYPES are not subject to redemption.

The Trust is a newly organized Delaware business trust established to
purchase and hold (i) a series of zero-coupon U.S. Government securities
("U.S. Treasury Securities") maturing on a quarterly basis through the
Exchange Date and (ii) a forward purchase contract (the "Contract") with
certain existing stockholders (the "Contracting Stockholders") of the Company
relating to the Reference Property. The Trust's investment objective is to
distribute to holders of STRYPES on a quarterly basis $ per STRYPES
and, on the Exchange Date, a percentage of each type of Reference Property
(or, under certain circumstances, cash, or a combination of cash and
Reference Property, with an equal value) per STRYPES equal to the Exchange
Amount. The Exchange Amount is equal to: (a) if the Reference Property Value
(as defined herein) is greater than or equal to $ (the "Threshold
Appreciation Price"), % of each type of Reference Property, (b) if the
Reference Property Value is less than the Threshold Appreciation Price but
greater than the Initial Price, a percentage of each type of Reference
Property, allocated as proportionately as practicable, so that the aggregate
value thereof equals the Initial Price and (c) if the Reference Property
Value is less than or equal to the Initial Price, 100% of each type of
Reference Property. The "Initial Price" is $ , which amount is equal
to the last reported sale price of the ABC Common Stock on the Nasdaq
National Market ("NASDAQ") on , 1997. Holders otherwise
entitled to receive fractional units or interests of any type of Reference
Property in respect of their aggregate holdings of STRYPES will receive cash
in lieu thereof. Pursuant to the terms of the Contract, the Contracting
Stockholders are obligated to deliver to the Trust immediately prior to the
Exchange Date the Reference Property required by the Trust in order to
exchange all of the STRYPES on the Exchange Date in accordance with its
investment objective. The obligation of each Contracting Stockholder to
deliver Reference Property under the Contract may be cash settled, at the
option of such Contracting Stockholder, in whole or in part, by delivering to
the Trust immediately prior to the Exchange Date, in lieu of the portion of
the Reference Property otherwise deliverable in respect of which an election
to exercise the cash settlement option is made, cash in an amount equal to
the value of such Reference Property immediately prior to the Exchange Date
(the "Cash Settlement Option"). In the event that all or any of the
Contracting Stockholders elect to exercise the Cash Settlement Option,
holders of the STRYPES will receive cash, or a combination of cash and
Reference Property, on the Exchange Date. AS DESCRIBED HEREIN, THE REFERENCE
PROPERTY VALUE WILL REPRESENT A DETERMINATION OF THE VALUE OF THE REFERENCE
PROPERTY IMMEDIATELY PRIOR TO THE EXCHANGE DATE. ACCORDINGLY, THERE CAN BE
NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY HOLDERS OF THE STRYPES ON THE
EXCHANGE DATE WILL BE EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE
STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE INITIAL PRICE,
SUCH AMOUNT RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS THAN THE ISSUE PRICE
PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES WILL RESULT IN A
LOSS. See "Investment Objectives and Policies--General," "--The Contract."

In the event of a consolidation or merger of the Company or any
successor thereto into another entity, or the liquidation of the Company or
any such successor, or certain related events, or upon the occurrence of
certain defaults by any Contracting Stockholder under the Contract or the
collateral arrangements described herein, the Contract would be accelerated,
the Trust's assets (other than assets received pursuant to the Contract)
would be liquidated, the net assets of the Trust would be distributed pro
rata to the holders of the STRYPES and the term of the Trust would expire.
See "Investment Objective and Policies--The Contract--Reorganization Events
Causing a Termination of the Trust" and "--Collateral Arrangements;
Acceleration."

SEE "RISK FACTORS" BEGINNING ON PAGE OF THIS PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE STRYPES.

Reference is made to the accompanying prospectus of the Company with
respect to the shares of ABC Common Stock which may be received by a holder
of STRYPES on the Exchange Date or upon earlier termination of the Trust.
The Company is not affiliated with the Trust or with any Contracting
Stockholder presently, will not receive any of the proceeds from the sale of
the STRYPES and will have no obligations with respect to the STRYPES.

Application will be made to list the STRYPES on the New York Stock
Exchange ("NYSE"). Prior to the offering there has been no public market for
the STRYPES. Shares of closed-end investment companies have in the past
frequently traded at a discount from their net asset values and initial
public offering prices. The risks associated with this characteristic of
closed-end investment companies may be greater for investors expecting to
sell shares of a closed-end investment company soon after the completion of
an initial public offering.
(continued on following page)
_________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Price to Sales Proceeds to
Public Load(1) the Trust(2)
---------- --------- ---------------
<S> <C> <C> <C>
Per STRYPES . . . . . . . . . . . . . . . $ $ $
Total(3) . . . . . . . . . . . . . . . . $ $ $

</TABLE>

(1) Each of the Company and the Contracting Stockholders have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Before deducting estimated expenses of $ payable by the Trust.
(3) The Trust has granted the Underwriters an option, exercisable for 30
days from the date hereof, to purchase up to an additional
STRYPES to cover over-allotments, if any. If all such STRYPES are
purchased, the total Price to Public, Sales Load and Proceeds to the
Trust will be $ , $ and $ , respectively. See
"Underwriting."

The STRYPES are offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, and subject to approval
of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the STRYPES will be made through the facilities of The Depository
Trust Company on or about , 1997.
__________________

/(Service Mark)/ Service mark of Merrill Lynch & Co., Inc.

___________________________

MERRILL LYNCH & CO. DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
___________________________

The date of this Prospectus is , 1997.

(continued from previous page)

The STRYPES are designed to provide investors with a current
distribution yield (the Company has not paid any dividends on the ABC Common
Stock), while also providing the opportunity for investors to share in the
appreciation, if any, of the value of the Reference Property above the
Threshold Appreciation Price. However, the opportunity for equity
appreciation afforded by an investment in the STRYPES is less than that
afforded by a direct investment in the Reference Property because the amount
receivable by a holder of a STRYPES upon exchange on the Exchange Date will
only exceed the issue price of such STRYPES if the Reference Property Value
exceeds the Threshold Appreciation Price, which represents an appreciation of
% over the Initial Price. In addition, because each STRYPES will entitle
the holder to receive only % of each type of Reference Property if the
Reference Property Value exceeds the Threshold Appreciation Price, holders of
the STRYPES will be entitled to receive upon exchange only % of any
appreciation of the value of the Reference Property above the Threshold
Appreciation Price.

The STRYPES may be a suitable investment for investors who are able to
understand the unique nature of the Trust and the economic characteristics of
the Contract and the U.S. Treasury Securities held by the Trust.

The Trust has adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, except under limited
circumstances, the U.S. Treasury Securities may not be disposed of prior to
their respective maturities. As a result, the Trust will continue to hold
the Contract despite any significant decline in the value of the Reference
Property, including the ABC Common Stock, or adverse changes in the financial
condition of the issuer of any Reference Security (as defined herein),
including the Company. The Trust will not be managed like a typical closed-
end investment company. The Trust will be treated as a grantor trust for
United States Federal income tax purposes and each holder of STRYPES will be
treated as the owner of its pro rata portion of the Contract and the U.S.
Treasury Securities. The U.S. Treasury Securities held by the Trust will be
treated for United States Federal income tax purposes as having original
issue discount and holders of STRYPES will be required to recognize currently
as income their pro rata portion of such original issue discount as it
accrues over the term of the Trust. The quarterly cash distributions paid to
the holders of STRYPES, which distributions are anticipated to exceed the
currently includable original issue discount, will be treated as a tax-free
return of the holders' costs of the U.S. Treasury Securities and any
previously included original issue discount, and therefore will not be
considered current income to holders upon receipt thereof for United States
Federal income tax purposes. Although under current law holders of STRYPES
should not recognize income, gain or loss with respect to the Contract over
its term, holders will recognize taxable gain or loss upon receipt of cash,
if any, upon termination of the Trust. For a discussion of certain United
States Federal income tax considerations for holders of the STRYPES, see
"Certain United States Federal Income Tax Considerations."

This Prospectus sets forth concisely information about the Trust that a
prospective investor ought to know before investing and should be read and
retained for future reference.
_________________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE STRYPES AND
THE ABC COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE (WITH RESPECT TO THE STRYPES), THE NASDAQ NATIONAL MARKET (WITH
RESPECT TO THE ABC COMMON STOCK), IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with the more
detailed information appearing elsewhere in this Prospectus. Unless
otherwise indicated, the information contained in this Prospectus assumes
that the Underwriters' over-allotment option is not exercised. Unless the
context otherwise requires, the following summary assumes that on the
Exchange Date the Reference Property consists only of shares of ABC Common
Stock. As used in this Prospectus, the "Company" refers to ABC Company

THE TRUST

ABC STRYPES Trust (the "Trust") is a newly organized Delaware business
trust that will be registered as a non-diversified closed-end management
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). The term of the Trust will expire on or shortly
after , 2000 (the "Exchange Date"), except that the Trust
may be terminated prior to such date under certain limited circumstances.
The Trust will be treated as a grantor trust for United States Federal income
tax purposes.

THE OFFERING

The Trust is offering ,000,000 STRYPES, each representing a
proportionate share of beneficial interest in the Trust, at an initial public
offering price of $ per STRYPES (which is equal to the last reported
sale price of the ABC Common Stock on NASDAQ on , 1997, the
date of the offering (the "Offering")). The Underwriters have been granted
an option, exercisable for 30 days from the date of this Prospectus, to
purchase up to an aggregate of additional STRYPES to cover over-
allotments, if any. See "Underwriting."

THE COMPANY

The Company is (description).

Reference is made to the accompanying prospectus of the Company with
respect to the shares of ABC Common Stock which may be received by a Holder
on the Exchange Date or upon earlier termination of the Trust. The Company
is not affiliated with the Trust or with any Contracting Stockholder
presently, will not receive any of the proceeds from the sale of the STRYPES
and will have no obligations with respect to the STRYPES. THE PROSPECTUS OF
THE COMPANY IS BEING ATTACHED HERETO AND DELIVERED TO PROSPECTIVE PURCHASERS
OF STRYPES TOGETHER WITH THIS PROSPECTUS FOR CONVENIENCE OF REFERENCE ONLY.
THE PROSPECTUS OF THE COMPANY DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS,
NOR IS IT INCORPORATED BY REFERENCE HEREIN.

INVESTMENT OBJECTIVE AND POLICIES

The Trust will purchase and hold a series of zero-coupon U.S. Government
securities ("U.S. Treasury Securities") maturing on a quarterly basis through
the Exchange Date, and a forward purchase contract (the "Contract") with
certain existing stockholders (the "Contracting Stockholders") of the Company
relating to the Reference Property. The Trust's investment objective is to
distribute to holders of the STRYPES ("Holders") on a quarterly basis $
per STRYPES (which amount equals the pro rata portion of the fixed
quarterly distributions from the proceeds of the maturing U.S. Treasury
Securities held by the Trust) and, on the Exchange Date, a percentage of each
type of Reference Property (or, under certain circumstances, cash, or a
combination of cash and Reference Property, with an equal value) per STRYPES
equal to the Exchange Amount. The Exchange Amount is equal to: (i) if the
Reference Property Value (as defined herein) is greater than or equal to $
(the "Threshold Appreciation Price"), % of each type of Reference
Property, (ii) if the Reference Property Value is less than the Threshold
Appreciation Price but greater than $ (the "Initial Price"), a
percentage of each type of Reference Property, allocated as proportionately
as practicable, so that the aggregate value thereof is equal to the
Initial Price and (iii) if the Reference Property Value is less than or
equal to the Initial Price, 100% of each type of Reference Property. The
term "Reference Property" means initially one share of ABC Common Stock
and shall be subject to adjustment from time to time prior to the
Exchange Date to reflect the addition or substitution of any cash,
securities and/or other property resulting from the application of the
adjustment provisions described herein. Holders otherwise entitled to
receive fractional units or interests of any type of Reference Property in
respect of their aggregate holdings of STRYPES will receive cash in
lieu thereof. See "Investment Objective and Policies--General" and
"--Fractional Interests."

Pursuant to the terms of the Contract, the Contracting Stockholders are
obligated to deliver to the Trust immediately prior to the Exchange Date the
Reference Property required by the Trust in order to exchange all of the
STRYPES on the Exchange Date in accordance with its investment objective.
The obligation of each Contracting Stockholder to deliver Reference Property
under the Contract may be cash settled, at the option of such Contracting
Stockholder, in whole or in part, by delivering to the Trust immediately
prior to the Exchange Date, in lieu of the portion of the Reference Property
otherwise deliverable in respect of which an election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
Reference Property immediately prior to the Exchange Date (the "Cash
Settlement Option"). In the event that all or any of the Contracting
Stockholders elect to exercise the Cash Settlement Option, Holders will
receive cash, or a combination of cash and Reference Property, on the
Exchange Date. See "Investment Objective and Policies--The Contract."

Holders of the STRYPES will receive distributions at the rate per
STRYPES of $ per annum, or $ per quarter, payable quarterly on
each , , and (or, if any such date is not a Business
Day (as defined herein), on the next succeeding Business Day) to Holders of
record as of each , , and , respectively.
The first distribution (in respect of the period from , 1997 until
, 1997) will be payable on , 1997 to Holders of record as of
, 1997, and will equal $ per STRYPES. See "Investment Objective
and Policies--Trust Assets."

On the Exchange Date, each outstanding STRYPES will be exchanged for
between % and 100% of each type of Reference Property (or, in the event
that all or any of the Contracting Stockholders elect to exercise the Cash
Settlement Option, cash, or a combination of cash and Reference Property,
with an equal value), depending on the Reference Property Value. AS
DESCRIBED HEREIN, THE REFERENCE PROPERTY VALUE WILL REPRESENT A DETERMINATION
OF THE VALUE OF THE REFERENCE PROPERTY IMMEDIATELY PRIOR TO THE EXCHANGE
DATE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY
HOLDERS OF THE STRYPES ON THE EXCHANGE DATE WILL BE EQUAL TO OR GREATER THAN
THE ISSUE PRICE OF THE STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN
THE INITIAL PRICE, SUCH AMOUNT RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS
THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN
STRYPES WILL RESULT IN A LOSS. In the event of a consolidation or merger of
the Company or any successor thereto into another entity, or the liquidation
of the Company or any such successor, or certain related events, or upon the
occurrence of certain defaults by any Contracting Stockholder under the
Contract or the collateral arrangements described herein, the Contract would
be accelerated, the Trust's assets (other than assets received pursuant to
the Contract) would be liquidated, the net assets of the Trust would be
distributed pro rata to the Holders of the STRYPES and the term of the Trust
would expire. See "Investment Objective and Policies--The Contract--
Reorganization Events Causing a Termination of the Trust" and "--Collateral
Arrangements; Acceleration."

TRUST ASSETS

The Trust's assets will consist of: (i) a series of zero-coupon U.S.
Treasury Securities with face amounts and maturities corresponding to the
amounts and payment dates of the distributions payable with respect to the
STRYPES, comprising approximately (17%) of the initial net assets of the
Trust, and (ii) the Contract with the Contracting Stockholders relating to
the Reference Property, comprising approximately (83%) of the initial net
assets of the Trust.

Pursuant to the terms of the Contract, the Contracting Stockholders are
obligated to deliver to the Trust immediately prior to the Exchange Date an
aggregate number or amount of each type of Reference Property equal to the
product of the Exchange Amount and the aggregate number of STRYPES offered
hereby (subject to increase in the event that the Underwriters exercise their
over-allotment option). The purchase price under the Contract is equal to $
in the aggregate (assuming the Underwriters' over-allotment option is
not exercised) and is payable to the Contracting Stockholders by the Trust on
or about , 1997. No other consideration is payable by the
Trust to the Contracting Stockholders in connection with its acquisition of
the Contract or the performance of the Contract by the Contracting
Stockholders. See "Investment Objective and Policies--The Contract."

The obligations of each Contracting Stockholder under the Contract
initially will be secured by a pledge of the maximum number of shares of ABC
Common Stock deliverable by such Contracting Stockholder pursuant the
Contract or, at the election of such Contracting Stockholder, by substitute
collateral consisting of U.S. Government securities. See "Investment
Objective and Policies--The Contract--Collateral Arrangements; Acceleration."

RELATIONSHIP TO ABC COMMON STOCK

Holders of the STRYPES will receive distributions at the rate of %
of the issue price per annum. The Company has not paid any dividends on the
ABC Common Stock, and has stated that it does not plan to pay dividends on
the ABC Common Stock for the foreseeable future. Any future determination as
to the payment of dividends will be at the discretion of the Company's Board
of Directors and will depend upon the Company's operating results, financial
condition and capital requirements, contractual restrictions, general
business conditions and such other factors as the Company's Board of
Directors deems relevant. Holders of STRYPES will not be entitled to receive
any future dividends on the ABC Common Stock unless and until such time, if
any, as the Trust shall have delivered ABC Common Stock in exchange for
STRYPES on the Exchange Date or upon earlier termination of the Trust, and
unless the applicable record date for determining stockholders entitled to
receive such dividends occurs after such delivery. See "Risk Factors--No
Stockholder Rights."

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the ABC Common Stock because the amount receivable by a
holder of a STRYPES upon exchange on the Exchange Date will only exceed the
issue price of such STRYPES if the Reference Property Value exceeds the
Threshold Appreciation Price (which represents an appreciation of %
over the Initial Price). Moreover, Holders of the STRYPES will be entitled
to receive on the Exchange Date only % (the percentage equal to the
Initial Price divided by the Threshold Appreciation Price) of any
appreciation of the value of Reference Property above the Threshold
Appreciation Price. Holders of STRYPES will realize the entire decline in
value if the Reference Property Value is less than the Initial Price. See
"Risk Factors--Limitations on Opportunity for Equity Appreciation; Potential
Losses."

DILUTION

The percentage of each type of Reference Property (or the amount of cash
or combination of cash and Reference Property) that Holders of STRYPES are
entitled to receive upon exchange on the Exchange Date will not be adjusted
for certain events, such as offerings of ABC Common Stock by the
Company for cash or in connection with acquisitions. The Company is
not restricted from issuing additional shares of ABC Common Stock during
the term of the Trust and has no obligation to consider the interests of
Holders of STRYPES for any reason. Additional issuances of shares of ABC
Common Stock may materially and adversely affect the price of ABC
Common Stock and, because of the relationship of the percentage of each
type of Reference Property (or the amount of cash or combination of
cash and Reference Property) to be received on the Exchange Date to the
price of the ABC Common Stock, such other events may adversely affect the
trading price of the STRYPES. See "Risk Factors--Reference Property
Adjustments."

TERM OF THE TRUST

The Trust will terminate on or shortly after the Exchange Date, except
if terminated earlier under certain limited circumstances. Promptly after
the Exchange Date, the Reference Property and/or cash to be exchanged for the
STRYPES and any other remaining Trust assets, net of any remaining Trust
expenses, if any, will be distributed pro rata to Holders. In the event that
the Company or any successor thereto is the subject of a Reorganization Event
(as defined below) or a default shall have occurred with respect to any
Contracting Stockholder under the Contract or the collateral arrangements
described herein, the Contract would accelerate, the Trust's assets (other
than assets received pursuant to the Contract) would be liquidated, the net
assets of the Trust would be distributed pro rata to the Holders and the term
of the Trust would expire. See "Investment Objective and Policies--The
Contract" and "--Trust Termination," and "Risk Factors--Limited Term."

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The Trust will be taxable as a grantor trust for United States Federal
income tax purposes. Accordingly, each Holder will be treated for United
States Federal income tax purposes as the owner of its pro rata portion of
the U.S. Treasury Securities and the Contract, and income received (including
original issue discount treated as received) by the Trust will generally be
treated as income of the Holders. See "Certain United States Federal Income
Tax Considerations."

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having "original issue discount"
which will accrue over the term of the U.S. Treasury Securities. It is
currently anticipated that each quarterly cash distribution to the Holders
will be treated as a tax-free return of the Holders' costs of the U.S.
Treasury Securities and any previously included original issue discount, and
therefore will not be considered current income to Holders upon receipt
thereof for United States Federal income tax purposes. However, a Holder
(whether on the cash or accrual method of tax accounting) must recognize
currently as income original issue discount on the U.S. Treasury Securities
as it accrues. See "Certain United States Federal Income Tax
Considerations."

Under existing law, a Holder should not recognize income, gain or loss
upon the Trust's entry into the Contract or over the term of the Contract.
In general, the delivery of Reference Property pursuant to the Contract will
not be taxable to the Holders. A Holder will have taxable gain or loss upon
receipt of cash, if any, upon termination of the Trust or to the extent that
all or any of the Contracting Stockholders elect to exercise the Cash
Settlement Option and satisfy their obligations under the Contract in whole
or in part with cash. Each Holder's initial tax basis in any Reference
Property received thereby will be equal to its basis in its pro rata portion
of the Contract less the portion of such basis allocable to any fractional
shares of Reference Property for which cash is received. See "Certain United
States Federal Income Tax Considerations."

MANAGEMENT ARRANGEMENTS

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The
administration of the Trust will be overseen by the Trustees. The day-to-day
administration of the Trust will be carried out by (or its
successor) as trust administrator (the "Administrator"). (or
its successor) will also act as custodian for the Trust's assets (the
"Custodian") and as paying agent, registrar and transfer agent (the "Paying
Agent") with respect to the STRYPES. Except as aforesaid, and except for its
role as Collateral Agent under the Trust's Security and Pledge Agreement (see
"Investment Objective and Policies--The Contract--Collateral Arrangements;
Acceleration"), has no other affiliation with, and is
not engaged in any other transaction with, the Trust. For their services,
the Trust will pay each of the Custodian and the Paying Agent a one-time, up-
front amount in respect of its fee. See "Management Arrangements."

RISK FACTORS

The Trust has adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust
terminates prior to the Exchange Date due to the occurrence of a
"Reorganization Event" with respect to the Company or any successor thereto
or in the event of a "Default" by any Contracting Stockholder, the U.S.
Treasury Securities may not be disposed of prior to their respective
maturities. The Trust will continue to hold the Contract despite any
significant decline in the value of the Reference Property, including the ABC
Common Stock, or adverse changes in the financial condition of the issuer of
any Reference Security (as defined herein), including the Company.

Although the STRYPES will provide investors with a current distribution
yield (the Company has not paid any dividends on the ABC Common Stock), the
opportunity for equity appreciation afforded by an investment in the STRYPES
is less than that afforded by a direct investment in the ABC Common Stock.
The value of the Reference Property receivable by a Holder of a STRYPES upon
exchange on the Exchange Date will only exceed the issue price of such
STRYPES if the Reference Property Value exceeds the Threshold Appreciation
Price, which represents an appreciation of % over the Initial Price.
Moreover, because each STRYPES will entitle the Holder to receive only
% of each type of Reference Property if the Reference Property Value exceeds
the Threshold Appreciation Price, Holders of the STRYPES will be entitled to
receive upon exchange only % of any appreciation of the value of the
Reference Property above the Threshold Appreciation Price. AS DESCRIBED
HEREIN, THE REFERENCE PROPERTY VALUE WILL REPRESENT A DETERMINATION OF THE
VALUE OF THE REFERENCE PROPERTY IMMEDIATELY PRIOR TO THE EXCHANGE DATE.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY HOLDERS
OF THE STRYPES ON THE EXCHANGE DATE WILL BE EQUAL TO OR GREATER THAN THE
ISSUE PRICE OF THE STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE
INITIAL PRICE, SUCH AMOUNT RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS THAN
THE ISSUE PRICE PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES
WILL RESULT IN A LOSS.

The Trust is classified as a "non-diversified" investment company under
the Investment Company Act. Consequently, the Trust is not limited by the
Investment Company Act in the proportion of its assets that may be invested
in the securities of a single issuer. Since the only securities held by the
Trust will be the U.S. Treasury Securities and the Contract, the Trust may be
subject to greater risk than would be the case for an investment company with
more diversified investments.

The trading prices of the STRYPES in the secondary market will be
directly affected by the trading prices of the ABC Common Stock in the
secondary market. It is impossible to predict whether the price of ABC
Common Stock will rise or fall. Trading prices of ABC Common Stock will be
influenced by the Company's operating results and prospects and by economic,
financial and other factors and market conditions.

Holders of STRYPES will not be entitled to any rights with respect to
the ABC Common Stock (including, without limitation, voting rights and rights
to receive any dividends or other distributions in respect thereof) unless
and until such time, if any, as the Trust shall have delivered shares of ABC
Common Stock in exchange for STRYPES on the Exchange Date or upon earlier
termination of the Trust, and unless the applicable record date, if any, for
the exercise of such rights occurs after such delivery.

A bankruptcy of any of the Contracting Stockholders could adversely
affect the timing of exchange or, as a result, the amount received by the
Holders of the STRYPES. See "Risk Factors--Risk Relating to Bankruptcy of a
Contracting Stockholder."

Holders will experience a taxable event upon receipt of cash, if any,
upon termination of the Trust or to the extent that all or any of the
Contracting Stockholders elect to exercise the Cash Settlement Option and
satisfy their obligations under the Contract in whole or in part with cash.
Because of an absence of authority as to the proper character of any gain or
loss resulting from such a taxable event, the ultimate tax consequences to
Holders as a result of all or any of the Contracting Stockholders electing to
exercise the Cash Settlement Option is uncertain. See "Risk Factors."

LISTING

Application will be made to list the STRYPES on the NYSE.

<TABLE>
<CAPTION>
FEE TABLE
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load (as a percentage of offering price) . . . . . . . . . . % (a)
Automatic Dividend Reinvestment Plan Fees . . . . . . . . . . . . . . . . Not Applicable
ANNUAL EXPENSES (as a percentage of net assets)
Management Fees(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
______________
TOTAL ANNUAL EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
==============

</TABLE>

<TABLE>
<CAPTION>
Example 1 year 3 years
_________________ __________________
<S> <C> <C>
An investor would pay the following expenses on a $1,000
investment, including the maximum sales load of $ and
assuming (1) total annual expenses of % and (2) a 5%
annual return throughout the periods: $ $

</TABLE>

_____________
(a) See the cover page of this Prospectus and "Underwriting."
(b) See "Management Arrangements." The Trust will be internally managed;
consequently there is no separate investment advisory fee paid by the
Trust. will act as the administrator of the Trust.

The foregoing Fee Table is intended to assist investors in understanding
the costs and expenses that a shareholder in the Trust will bear directly or
indirectly. The expenses set forth under "Management Fees" and "Other
Expenses" in the Fee Table above are based on estimated amounts through the
end of the Trust's first fiscal year on an annualized basis and prorated on a
straight-line basis over the term of the Trust, including the one-time up-
front fee payable to the Administrator, the Custodian and the Paying Agent.
The Example set forth above assumes reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return as mandated by
Securities and Exchange Commission regulations. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE EXPENSES OR ANNUAL RATES OF RETURN, AND
ACTUAL EXPENSES OR ANNUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE
ASSUMED FOR PURPOSES OF THE EXAMPLE.

THE TRUST

ABC STRYPES Trust is a newly organized Delaware business trust and will
be registered as a closed-end management investment company under the
Investment Company Act. The Trust was formed on October 25, 1995 pursuant to
a Trust Agreement dated as of such date (as amended and restated as of _____,
1997, the "Declaration of Trust"). The term of the Trust will expire on
or shortly after , 2000, except that the Trust may be
terminated prior to such date under certain limited circumstances. The Trust
will be treated as a grantor trust for United States Federal income tax
purposes. The Trust's principal office is located at World Financial Center,
North Tower, New York, New York 10281 and its telephone number is (212) 449-
1000.

USE OF PROCEEDS

The net proceeds of the Offering will be approximately $
(or approximately $ , if the Underwriters' over-allotment option
is exercised in full), after payment of the sales load and organizational and
offering costs. At the time of the closing of the Offering, or shortly
thereafter, the net proceeds of the Offering will be used to purchase a fixed
portfolio comprised of a series of zero-coupon U.S. Government securities
with face amounts and maturities corresponding to the amounts and payment
dates of the distributions payable with respect to the STRYPES and to pay the
purchase price under the Contract to the Contracting Stockholders.

INVESTMENT OBJECTIVE AND POLICIES

Unless the context otherwise requires, the following discussion assumes
that on the Exchange Date the Reference Property consists only of shares of
ABC Common Stock.

GENERAL

The Trust will purchase and hold (i) a series of zero-coupon U.S.
Treasury Securities maturing on a quarterly basis through the Exchange Date
and (ii) the Contract with the Contracting Stockholders relating to the
Reference Property. The Trust's investment objective is to distribute to
Holders on a quarterly basis $ per STRYPES (which amount equals the
pro rata portion of the fixed quarterly distributions from the proceeds of
the maturing U.S. Treasury Securities held by the Trust) and, on the Exchange
Date, a percentage of the number or amount of each type of Reference Security
and other property constituting part of the Reference Property (or, under
certain circumstances, cash, or a combination of cash, Reference Securities
and other property, with an equal value) per STRYPES equal to the Exchange
Amount. The Exchange Amount is equal to: (i) if the Reference Property Value
is greater than or equal to the Threshold Appreciation Price, % of the
number or amount of each type of Reference Security and other property
constituting part of the Reference Property, (ii) if the Reference Property
Value is less than the Threshold Appreciation Price but greater than the
Initial Price, a percentage of the number or amount of each type of Reference
Security and other property constituting part of the Reference Property,
allocated as proportionately as practicable, so that the aggregate value
thereof is equal to the Initial Price and (iii) if the Reference Property
Value is less than or equal to the Initial Price, 100% of the number or
amount of each type of Reference Security and other property constituting
part of the Reference Property. THERE CAN BE NO ASSURANCE THAT THE VALUE OF
THE REFERENCE PROPERTY RECEIVABLE BY HOLDERS OF THE STRYPES ON THE EXCHANGE
DATE WILL BE EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE STRYPES. IF THE
REFERENCE PROPERTY VALUE IS LESS THAN THE INITIAL PRICE, THE VALUE OF THE
REFERENCE PROPERTY RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS THAN THE
ISSUE PRICE PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES WILL
RESULT IN A LOSS. Holders otherwise entitled to receive fractional units or
interests of any Reference Security or other property constituting part of
the Reference Property in respect of their aggregate holdings of STRYPES will
receive cash in lieu thereof. See "--Fractional Interests."

The term "Reference Property" initially means one share of ABC Common
Stock and shall be subject to adjustment from time to time prior to the
Exchange Date to reflect the addition or substitution of any cash, securities
and/or other property resulting from the application of the adjustment
provisions described below under "--The Contract--Reference Property
Adjustments." The term "Reference Security" means, at any time, any
security (as defined in Section 2(1) of the Securities Act) then
constituting part of the Reference Property. The term "Reference
Property Value" means, subject to the adjustment provisions described
below, the sum of (a) for any portion of the Reference Property
consisting of cash, the amount of such cash, (b) for any portion of
the Reference Property consisting of property other than cash or
Reference Securities, the fair market value (as determined by a nationally
recognized independent investment banking firm retained for this
purpose by the Administrator) as of the third Trading Day preceding the
Exchange Date of such property, and (c) for any portion of the Reference
Property consisting of a Reference Security, an amount equal to the
average Closing Price per unit of such Reference Security on the 20
Trading Days immediately prior to, but not including, the second Trading
Day preceding the Exchange Date multiplied by the number of units of
such Reference Security constituting part of the Reference Property.
The "Closing Price" of any Reference Security on any date of
determination means the closing sale price (or, if no closing price is
reported, the last reported sale price) of such Reference Security on
NASDAQ such date or, if such Reference Security is not listed for trading on
NASDAQ on any such date, as reported in the composite transactions for the
principal United States securities exchange on which such Reference
Security is so listed, or, if such Reference Security is not listed on
a United States national or regional securities exchange, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation
System, or, if such Reference Security is not so reported, the last quoted
bid price for such Reference Security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if
such bid price is not available, the market value of such Reference
Security on such date as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator. A "Trading Day" is defined as a day on which the Reference
Security the Closing Price of which is being determined (A) is not
suspended from trading on any national or regional securities exchange or
association or over-the-counter market at the close of business and (B)
has traded at least once on the national or regional securities
exchange or association or over-the-counter market that is the primary
market for the trading of such Reference Security. The term
"Business Day" means any day that is not a Saturday, a Sunday or a day
on which the New York Stock Exchange, NASDAQ, banking institutions or
trust companies in The City of New York are authorized or obligated by
law or executive order to close.

Pursuant to the terms of the Contract, the Contracting Stockholders are
obligated to deliver to the Trust immediately prior to the Exchange Date the
aggregate number or amount of each type of Reference Security and other
property constituting part of the Reference Property required by the Trust in
order to exchange all of the STRYPES on the Exchange Date in accordance with
its investment objective. The obligation of each Contracting Stockholder to
deliver Reference Property under the Contract may be cash settled, at the
option of such Contracting Stockholder, in whole or in part, by delivering to
the Trust immediately prior to the Exchange Date, in lieu of the portion of
the number or amount of each type of Reference Security and other property
otherwise deliverable in respect of which an election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
Reference Securities and other property immediately prior to the Exchange
Date (the "Cash Settlement Option"). In the event that all or any of the
Contracting Stockholders elect to exercise the Cash Settlement Option,
Holders will receive cash, or a combination of cash, Reference Securities
and/or other property, on the Exchange Date. On or prior to ________, 1999,
the Administrator will notify The Depository Trust Company (the "Depositary")
and publish a notice in The Wall Street Journal or another daily newspaper of
national circulation stating whether the applicable percentage of the number
or amount of each type of Reference Security and other property constituting
part of the Reference Property or cash, or a combination thereof, will be
delivered in exchange for the STRYPES on the Exchange Date. At the time such
notice is published, the Reference Property Value will not have been
determined. If the Contracting Stockholders elect to deliver Reference
Property, Holders will be responsible for the payment of any and all
brokerage costs upon the subsequent sale thereof.

The Trust has adopted a fundamental policy as required by the
Declaration of Trust to invest at least 65% of its portfolio in the Contract.
The Contract will comprise approximately (83%) of the Trust's initial assets.
The Trust has also adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust
terminates prior to the Exchange Date due to the occurrence of a
"Reorganization Event" with respect to the Company or any successor thereto
or in the event of a "Default" by any Contracting Stockholder, the U.S.
Treasury Securities may not be disposed of prior to their respective
maturities. The foregoing fundamental policies of the Trust may not be
changed without the vote of 100% in interest of the Holders.

TRUST ASSETS

The Trust's assets primarily will consist of: (i) U.S. Treasury
Securities, and (ii) the Contract. The Trust may also make certain temporary
investments. See "--Temporary Investments." For illustrative purposes only,
the following table shows the number of shares of ABC Common Stock that a
Holder would receive for each STRYPES at various Reference Property Values.
The table assumes that there will be no Reference Property adjustments as
described below under "--The Contract--Reference Property Adjustments" and,
accordingly, that on the Exchange Date the Reference Property will consist of
one share of ABC Common Stock. There can be no assurance that the Reference
Property Value will be within the range set forth below. Given the Initial
Price of $ and the Threshold Appreciation Price of $ , a Holder
would receive on the Exchange Date the following number of shares of ABC
Common Stock or amount of cash (in the event that all of the Contracting
Stockholders elect to exercise the Cash Settlement Option and satisfy their
obligations under the Contract, in whole, with cash) per STRYPES:

Reference Number of Shares of
Property Value ABC Common Stock Amount of Cash
- -------------- ------------------- --------------

The following table sets forth information regarding the distributions
to be received on the U.S. Treasury Securities, the portion of each year's
distributions that will constitute a return of capital for United States
Federal income tax purposes and the amount of original issue discount
accruing, assuming a yield-to-maturity accrual election, on the U.S. Treasury
Securities with respect to a Holder who acquires its STRYPES at the issue
price from an Underwriter pursuant to the Offering. See "Certain United
States Federal Income Tax Considerations."

<TABLE>
<CAPTION>
Annual
Annual Gross Annual Gross Inclusion of
Distributions Distributions Original Issue
from U.S. from U.S. Annual Return Discount in
Treasury Treasury Securities per of Capital per Income per
Year Securities STRYPES STRYPES STRYPES
- --------- ------------- ----------------------- --------------- --------------
<S> <C> <C> <C> <C>
1997 $ $ $ $
1998
1999
2000

</TABLE>

The annual distribution of $ per STRYPES is payable quarterly
on each , , and
, commencing , 1997. Quarterly distributions on the STRYPES
will consist solely of the cash received from the proceeds of the maturing
U.S. Treasury Securities held by the Trust. The Trust will not be entitled
to any future dividends that may be declared on the ABC Common Stock. See
"Dividends and Distributions."

ENHANCED YIELD; LESS POTENTIAL FOR EQUITY APPRECIATION THAN ABC COMMON STOCK;
NO DEPRECIATION PROTECTION

Although the STRYPES will provide investors with a current distribution
yield (the Company has not paid any dividends on the ABC Common Stock), the
opportunity for equity appreciation afforded by an investment in the STRYPES
is less than that afforded by a direct investment in the ABC Common Stock.
The value of the Reference Property receivable by a Holder of a STRYPES on
the Exchange Date will only exceed the issue price of such STRYPES if the
Reference Property Value exceeds the Threshold Appreciation Price, which
represents an appreciation of % of the Initial Price. Moreover, because
each STRYPES will entitle the Holder to receive only % of the number or
amount of each type of Reference Security and other property constituting
part of the Reference Property if the Reference Property Value exceeds the
Threshold Appreciation Price, Holders of the STRYPES will be entitled to
receive upon exchange only % (the percentage equal to the Initial Price
divided by the Threshold Appreciation Price) of any appreciation of the value
of the Reference Property above the Threshold Appreciation Price. Holders of
STRYPES will realize the entire decline in value if the Reference Property
Value is less than the Initial Price.

THE COMPANY

The Company is (description).

The shares of ABC Common Stock are traded on NASDAQ under the symbol
"____." The following table sets forth, for the periods indicated, the
reported high and low sale prices of the shares of ABC Common Stock on
NASDAQ.

High Low
------------------- ---------------
1995
1st Quarter $ $
2nd Quarter
3rd Quarter
4th Quarter
1996
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
1997
1st Quarter (through , 1997)

As of , 1997, there were record holders of the
ABC Common Stock, including the Depositary, which holds shares of ABC Common
Stock on behalf of an indeterminate number of beneficial owners.

The Company has not paid any dividends on the ABC Common Stock, and has
stated that it does not plan to pay dividends on the ABC Common Stock for the
foreseeable future. Any future determination as to the payment of dividends
will be at the discretion of the Company's Board of Directors and will depend
upon the Company's operating results, financial condition and capital
requirements, contractual restrictions, general business conditions and such
other factors as the Company's Board of Directors deems relevant.

Holders of STRYPES will not be entitled to receive any future dividends
on the ABC Common Stock unless and until such time, if any, as the Trust
shall have delivered ABC Common Stock in exchange for STRYPES on the Exchange
Date or upon earlier termination of the Trust, and unless the applicable
record date for determining stockholders entitled to receive such dividends
occurs after such delivery. See "Risk Factors--No Stockholder Rights."

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the
Company files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Copies of
such material can be inspected and copied at the public reference facilities
maintained by the Commission at the address specified under "Additional
Information."

THE COMPANY IS NOT AFFILIATED WITH THE TRUST OR WITH ANY CONTRACTING
STOCKHOLDER PRESENTLY, WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF
THE STRYPES AND WILL HAVE NO OBLIGATIONS WITH RESPECT TO THE STRYPES. THIS
PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED HEREBY AND DOES NOT RELATE TO
THE COMPANY OR THE ABC COMMON STOCK. THE COMPANY HAS FILED A REGISTRATION
STATEMENT ON FORM S-3 WITH THE COMMISSION WITH RESPECT TO THE SHARES OF ABC
COMMON STOCK THAT MAY BE RECEIVED BY A HOLDER OF STRYPES ON THE EXCHANGE DATE
OR UPON EARLIER TERMINATION OF THE TRUST. THE PROSPECTUS OF THE COMPANY (THE
"ABC PROSPECTUS") CONSTITUTING A PART OF SUCH REGISTRATION STATEMENT INCLUDES
INFORMATION RELATING TO THE COMPANY AND THE ABC COMMON STOCK, INCLUDING
CERTAIN RISK FACTORS RELEVANT TO AN INVESTMENT IN ABC COMMON STOCK. THE ABC
PROSPECTUS IS BEING ATTACHED HERETO AND DELIVERED TO PROSPECTIVE PURCHASERS
OF STRYPES TOGETHER WITH THIS PROSPECTUS FOR CONVENIENCE OF REFERENCE ONLY.
THE ABC PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT
INCORPORATED BY REFERENCE HEREIN.

THE CONTRACT

General. Pursuant to the terms of the Contract, the Contracting
Stockholders are obligated to deliver to the Trust immediately prior to the
Exchange Date an aggregate number or amount of each type of Reference
Security and other property constituting part of the Reference Property equal
to the product of the Exchange Amount and the aggregate number of STRYPES
offered hereby (subject to increase in the event the Underwriters exercise
their over-allotment option).

The obligation of each Contracting Stockholder to deliver Reference
Property under the Contract may be cash settled, at the option of such
Contracting Stockholder, in whole or in part, by delivering to the Trust
immediately prior to the Exchange Date, in lieu of the portion of the
aggregate number or amount of each type of Reference Security and other
property otherwise deliverable in respect of which an election to exercise
the cash settlement option is made, cash in an amount (calculated to the
nearest 1/100th of a dollar or, if there is not a nearest 1/100th of a
dollar, then to the next higher 1/100th of a dollar) equal to the sum of (a)
for any portion of such Reference Property consisting of cash in respect of
which an election to exercise the cash settlement option is made, the amount
of such cash, without interest thereon, (b) for any portion of such Reference
Property consisting of property other than cash or Reference Securities in
respect of which an election to exercise the cash settlement option is made,
the fair market value (as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Administrator) as of
the third Trading Day preceding the Exchange Date of such property, and (c)
for any portion of such Reference Property consisting of a Reference Security
(except as described under "Reference Property Adjustments" below) in respect
of which an election to exercise the cash settlement option is made, an
amount equal to the average Closing Price per unit of such Reference Security
on the 20 Trading Days immediately prior to, but not including, the second
Trading Day preceding the Exchange Date multiplied by the number of units of
such Reference Security constituting part of the Reference Property (the
"Cash Settlement Alternative").

Reference Property Adjustments. The Reference Property is subject to
adjustment if an issuer of a Reference Security shall: (i) subdivide or
split the outstanding units of such Reference Security into a greater number
of units; (ii) combine the outstanding units of such Reference Security into
a smaller number of units; (iii) issue by reclassification of units of such
Reference Security any units of another security of such issuer; (iv) issue
rights or warrants to all holders of such Reference Security entitling them,
for a period expiring prior to the fifteenth calendar day following the
Exchange Date, to subscribe for or purchase any of its securities or other
property (other than rights to purchase units of such Reference Security
pursuant to a plan for the reinvestment of dividends or interest); or (v)
pay a dividend or make a distribution to all holders of such Reference
Security of cash, securities or other property (excluding any cash
dividend on any Reference Security consisting of capital stock that does
not constitute an Extraordinary Cash Dividend (as defined below),
excluding any payment of interest on any Reference Security consisting
of an evidence of indebtedness and excluding any dividend or distribution
referred to in clause (i), (ii), (iii) or (iv) above) or issue to all
holders of such Reference Security rights or warrants to subscribe for or
purchase any of its securities or other property (other than those
referred to in clause (iv) above) (any of the foregoing cash, securities
or other property or rights or warrants are referred to as the
"Distributed Assets") (any such event described in clause (i), (ii),
(iii), (iv) or (v), a "Dilution Event").

In the case of the Dilution Events referred to in clauses (i), (ii) and
(iii) above, the Reference Property shall be adjusted to include the number
of units such Reference Security and/or security of such issuer which a
holder of units of such Reference Security would have owned or been entitled
to receive immediately following any such event had such holder held,
immediately prior to such event, the number of units of such Reference
Security constituting part of the Reference Property immediately prior to
such event. Each such adjustment shall become effective immediately after
the effective date for such subdivision, split, combination or
reclassification, as the case may be. Each such adjustment shall be made
successively.

In the case of the Dilution Event referred to in clause (iv) above, the
Reference Property shall be adjusted to include an amount in cash equal to
the fair market value (determined as described below), as of the fifth
Business Day (except as provided below) following the date on which such
rights or warrants are received by securityholders entitled thereto (the
"Receipt Date"), of each such right or warrant multiplied by the product of
(A) the number of such rights or warrants issued for each unit of such
Reference Security and (B) the number of units of such Reference Security
constituting part of the Reference Property on the date of issuance of such
rights or warrants, immediately prior to such issuance, without interest
thereon. For purposes of the foregoing, the fair market value of each such
right or warrant shall be the quotient of (x) the highest net bid, as of
approximately 10:00 A.M., New York City time, on the fifth Business Day
following the Receipt Date for settlement three Business Days later, by a
recognized securities dealer in The City of New York selected by or on behalf
of the Administrator from three (or such fewer number of dealers as may be
providing such bids) such recognized dealers selected by or on behalf of the
Administrator), for the purchase by such quoting dealer of the number of
rights or warrants (the "Aggregate Number") that a holder of such Reference
Security would receive if such holder held, as of the record date for
determination of stockholders entitled to receive such rights or warrants, a
number of units of such Reference Security equal to the product of (1) the
aggregate number of outstanding STRYPES as of such record date and (2) the
number of units of such Reference Security constituting part of the Reference
Property, divided by (y) the Aggregate Number. Each such adjustment shall
become effective on the fifth Business Day following the Receipt Date of such
rights or warrants. If for any reason the Administrator is unable to obtain
the required bid on the fifth Business Day following the Receipt Date, it
shall attempt to obtain such bid at successive intervals of three months
thereafter and on the third Trading Day prior to the Exchange Date until it
is able to obtain the required bid. From the date of issuance of such rights
or warrants until the required bid is obtained, the Reference Property shall
include the number of such rights or warrants issued for each unit of such
Reference Property on the date of issuance of such rights or warrants,
immediately prior to such issuance, and such rights or warrants constituting
part of the Reference Property shall be deemed for all purposes hereof to
have a fair market value of zero.

In the case of the Dilution Event referred to in clause (v) above, the
Reference Property shall be adjusted to include, from and after such
dividend, distribution or issuance, (x) in respect of that portion, if any,
of the Distributed Assets consisting of cash, the amount of such Distributed
Assets consisting of cash received for each unit of such Reference Security
multiplied by the number of units of such Reference Security constituting
part of the Reference Property on the date of such dividend, distribution or
issuance, immediately prior to such dividend, distribution or issuance,
without interest thereon, plus (y) in respect of that portion, if any, of the
Distributed Assets which are other than cash, the number or amount of each
type of Distributed Assets other than cash received with respect to each unit
of such Reference Security multiplied by the number of units of such
Reference Security constituting part of the Reference Property on the date of
such dividend, distribution or issuance, immediately prior to such dividend,
distribution or issuance.

An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all
cash dividends on any Reference Security consisting of capital stock
occurring in such 12-month period (or, if such Reference Security was not
outstanding at the commencement of such 12-month period, occurring in such
shorter period during which such Reference Security was outstanding) exceeds
on a per share basis 10% of the average of the Closing Prices per share of
such Reference Security over such 12-month period (or such shorter period
during which such Reference Security was outstanding); provided that, for
purposes of the foregoing definition, the amount of cash dividends paid on a
per share basis will be appropriately adjusted to reflect the occurrence
during such period of any stock dividend or distribution of shares of capital
stock of the issuer of such Reference Security or any subdivision, split,
combination or reclassification of shares of such Reference Security.

In the event of (A) any consolidation or merger of an issuer of a
Reference Security with or into another entity (other than a merger or
consolidation in which such issuer is the continuing corporation and in which
the Reference Security outstanding immediately prior to the consolidation or
merger is not exchanged for cash, securities or other property of such issuer
or another entity), (B) any sale, transfer, lease or conveyance to another
corporation of the property of an issuer of a Reference Security as an
entirety or substantially as an entirety, (C) any statutory exchange of
securities of an issuer of a Reference Security with another entity (other
than in connection with a merger or acquisition) or (D) any liquidation,
dissolution, winding up or bankruptcy of an issuer of a Reference Security
(excluding any distribution in such Dilution Event referred to in clause (v)
above) (any such event described in clause (A), (B), (C) or (D), a
"Reorganization Event"), the Reference Property shall be adjusted to include,
from and after the effective date for such Reorganization Event, in lieu of
the number of units of such Reference Security constituting part of the
Reference Property immediately prior to the effective date for such
Reorganization Event, the amount or number of any cash, securities and/or
other property owned or received in such Reorganization Event with respect to
each unit of such Reference Security multiplied by the number of units of
such Reference Security constituting part of the Reference Property
immediately prior to the effective date for such Reorganization Event.

The Administrator is required, within ten Business Days following the
occurrence of an event that requires an adjustment to the Reference Property
(or if the Administrator is not aware of such occurrence, as soon as
practicable after becoming so aware), to provide written notice to the
Holders of the occurrence of such event and a statement in reasonable detail
setting forth the amount or number of each type of Reference Security and
other property then constituting part of the Reference Property.

No adjustments to the Reference Property will be made for certain other
events, such as offerings of ABC Common Stock by the Company for cash or in
connection with acquisitions. Likewise, no adjustments to the Reference
Property will be made for any sales of ABC Common Stock by the Contracting
Stockholders.

Reorganization Events Causing a Termination of the Trust.
Notwithstanding anything to the contrary contained in the Contract, if any
Reorganization Event with respect to the Company, or any surviving entity or
subsequent surviving entity of the Company (a "Company Successor"), occurs,
the Contracting Stockholders' obligations under the Contract shall be
automatically accelerated and the Contracting Stockholders shall be obligated
to deliver to the Trust, on the tenth Business Day after the effective date
for such Reorganization Event (the "Early Settlement Date"), the aggregate
number or amount of each type of Reference Security and other property
constituting part of the Reference Property that would be required to be
delivered on such date under the Contract if the Exchange Date were redefined
to be the Early Settlement Date.

IF A REORGANIZATION EVENT WITH RESPECT TO THE COMPANY OR ANY COMPANY
SUCCESSOR OCCURS, THE TRUST'S ASSETS (OTHER THAN ASSETS RECEIVED PURSUANT TO
THE CONTRACT) WILL BE LIQUIDATED, THE NET ASSETS OF THE TRUST WILL BE
DISTRIBUTED PRO RATA TO THE HOLDERS AND THE TERM OF THE TRUST WILL EXPIRE.
In such event, the U.S. Treasury Securities will be sold by the Trust, and
the proceeds therefrom will be distributed along with Reference Property
received under the Contract on the Early Settlement Date after providing for
any expenses of the Trust.

Collateral Arrangements; Acceleration. Pursuant to a Security and
Pledge Agreement among the Contracting Stockholders, the Trust and the
Custodian, as collateral agent, each Contracting Stockholder's obligations
under the Contract will be secured by a security interest in the maximum
number or amount of each type of Reference Security and other property
constituting part of the Reference Property (initially shares of ABC
Common Stock) deliverable by such Contracting Stockholder under the
Contract. Unless a Contracting Stockholder is in default in its
obligations under the Security and Pledge Agreement, such Contracting
Stockholder will be permitted to substitute for the pledged Reference
Property collateral consisting of short-term, direct obligations of the U.S.
Government. Any U.S. Government obligations pledged as substitute
collateral will be required to have an aggregate market value at the time
of substitution and at daily mark-to-market valuations thereafter of not
less than 150% (or, from and after any Insufficiency Determination that
shall not be cured by the close of business on the third Business Day
thereafter, as described below, 200%) of the aggregate value of the number
or amount of each type of Reference Security and other property
constituting part of the Reference Property for which such obligations
are being substituted at the time of each valuation. The Collateral Agent
will promptly pay over to each Contracting Stockholder any dividends,
interest, principal or other payments received by the Collateral Agent in
respect of any collateral pledged by such Contracting Stockholder,
including any substitute collateral, unless the relevant Contracting
Stockholder is in default of its obligations under the Security and Pledge
Agreement, or unless the payment of such amount to the relevant
Contracting Stockholder would cause the collateral to become
insufficient under the Security and Pledge Agreement. Each
Contracting Stockholder shall have the right to vote any pledged units of
any Reference Security for so long as such units are owned by it and
pledged under the Security and Pledge Agreement.

If the Collateral Agent shall determine (an "Insufficiency
Determination") that U.S. Government obligations pledged by any Contracting
Stockholder as substitute collateral shall fail to meet the foregoing
requirements at any valuation, and such failure shall not be cured by the
close of business on the third Business Day after such determination, then,
unless a Collateral Event of Default (as defined below) under the Security
and Pledge Agreement shall have occurred and be continuing, the Collateral
Agent shall, if practicable, commence (i) sales of the collateral pledged by
such Contracting Stockholder consisting of U.S. government obligations and
(ii) purchases, using the proceeds of such sales, of each type of Reference
Security and other property then constituting part of the Reference Property,
in such numbers or amounts sufficient to cause the collateral pledged by such
Contracting Stockholder to meet the requirements of the Security and Pledge
Agreement. The Collateral Agent shall discontinue such sales and purchases
if at any time a Collateral Event of Default under the Security and Pledge
Agreement shall have occurred and be continuing. A "Collateral Event of
Default" under the Security and Pledge Agreement shall mean, with respect to
any Contracting Stockholder at any time, (A) if no U.S. Government
obligations shall be pledged as substitute collateral at such time, failure
of the collateral pledged by such Contracting Stockholder to consist of at
least the maximum number or amount of each type of Reference Security and
other property constituting part of the Reference Property deliverable by
such Contracting Stockholder under the Contract; and (B) if any U.S.
Government obligations shall be pledged by such Contracting Stockholder as
substitute collateral for Reference Property at such time, failure of such
U.S. Government obligations to have a market value at such time of at least
105% of the difference between (x) the aggregate value of the maximum number
or amount of each type of Reference Security and other property constituting
part of the Reference Property deliverable by such Contracting Stockholder
under the Contract and (y) the aggregate value of the number or amount of
each type of Reference Security and other property constituting part of the
Reference Property pledged by such Contracting Stockholder as collateral at
such time.

The occurrence of a Collateral Event of Default with respect to any
Contracting Stockholder under the Security and Pledge Agreement, or the
bankruptcy or insolvency of any Contracting Stockholder, (each such event, a
"Default") will cause an automatic acceleration of the Contracting
Stockholders' obligations under the Contract. In any such event, each
Contracting Stockholder will become obligated to deliver a number or amount
of each type of Reference Security and other property constituting part of
the Reference Property, allocated as proportionately as practicable, having
an aggregate value equal to such Contracting Stockholder's pro rata portion
of the "Aggregate Acceleration Value" of the Contract. The Aggregate
Acceleration Value will be based on an "Acceleration Value" determined by the
Administrator on the basis of quotations from independent dealers. Each
quotation will be for an amount that would be paid to the relevant dealer in
consideration of an agreement between the Trust and such dealer that would
have the effect of preserving the Trust's rights to receive the number or
amount of each type of Reference Security and other property constituting
part of the Reference Property under a portion of the Contract that
corresponds to 1,000 of the STRYPES offered hereby. The Administrator will
request quotations from four nationally recognized independent dealers on or
as soon as reasonably practicable following the date of acceleration. If
four quotations are provided, the Acceleration Value will be the
arithmetic mean of the two quotations remaining after disregarding
the highest and the lowest quotations. If two or three quotations are
provided, the Acceleration Value will be the arithmetic mean of such
quotations. If one quotation is provided, the Acceleration Value will
be such quotation. The Aggregate Acceleration Value will be
computed by dividing the Acceleration Value by 1,000 and multiplying
the quotient by the aggregate number of STRYPES offered hereby (subject
to increase in the event that the Underwriters exercise their
over-allotment option), except that, if no quotations are provided,
the Aggregate Acceleration Value will be the value of the aggregate number
or amount of each type of Reference Security and other property
constituting part of the Reference Property that would be required to be
delivered on such date under the Contract if the Exchange Date were
redefined to be the acceleration date. Upon the occurrence of a
Collateral Event of Default or the bankruptcy or insolvency of
any Contracting Stockholder, the number or amount of each type of
Reference Security and other property constituting part of the
Reference Property deliverable for each STRYPES will be based solely
on the Aggregate Acceleration Value described above for the Contract.

For purposes of the Security and Pledge Agreement, unless otherwise
specifically provided, the value of a number or amount of any type of
Reference Property shall be, (a) for any Reference Property consisting of
cash, the amount of such cash at the time of valuation, (b) for any Reference
Property consisting of property other than cash or Reference Securities, the
fair market value (as determined by a nationally recognized independent
banking firm retained for this purpose by the Administrator) as of the time
of valuation of such property, and (c) for any Reference Property consisting
of a Reference Security, an amount equal to the market price of a unit of
such Reference Security at the time of valuation multiplied by the number of
units of such Reference Security then being valued.

Upon any acceleration, the Collateral Agent will distribute to the
Trust, for distribution pro rata to the Holders, the Aggregate Acceleration
Value in the form of Reference Property then pledged, or cash generated from
the liquidation of the U.S. Government obligations then pledged, or a
combination thereof. In addition, in the event that by the Exchange Date any
substitute collateral has not been replaced by Reference Property sufficient
to meet the obligations of any Contracting Stockholder under the Contract,
the Collateral Agent will distribute to the Trust for distribution pro rata
to the Holders the aggregate value of the Reference Property to be delivered
by such Contracting Stockholder thereunder, in the form of Reference Property
then pledged by such Contracting Stockholder plus cash generated from the
liquidation of U.S. Government obligations the pledged by such Contracting
Stockholder.

Fractional Interests. No fractional units of any Reference Security
will be delivered if the Contracting Stockholders satisfy their obligations
under the Contract in whole or in part by delivering Reference Property. In
lieu of any fractional unit otherwise deliverable in respect of any
Contracting Stockholder's obligations under the Contract, the Trust shall be
entitled to receive an amount in cash equal to the value of such fractional
unit based on the average Closing Price per unit of such Reference Security
on the 20 Trading Days immediately prior to, but not including, the second
Trading Day preceding the Exchange Date.

To the extent practicable, the Contracting Stockholders will deliver
fractional interests of any Reference Property other than cash or a Reference
Security if the Contracting Stockholders satisfy their obligations under the
Contract in whole or in part by delivering Reference Property. If such
delivery is not practicable, in lieu of delivering any such fractional
interest otherwise deliverable in respect of any Contracting Stockholder's
obligations under the Contract, the Trust shall be entitled to receive an
amount in cash equal to the value of such fractional interest based on the
fair market value (as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Administrator) as of
the third Trading Day preceding the Exchange Date of such Reference Property
other than cash or a Reference Security.

Description of Contracting Stockholders. The Contracting Stockholders
are (describe). Specific information regarding the holdings of ABC Common
Stock by the Contracting Stockholders is included in the accompanying
prospectus of the Company with respect to the shares of ABC Common Stock
which may be received by a Holder of STRYPES on the Exchange Date or upon
earlier termination of the Trust.

Purchase Price. The purchase price under the Contract is equal to $
in the aggregate and is payable to the Contracting Stockholders by the
Trust on or about , 1997. No other consideration is payable by
the Trust to the Contracting Stockholders in connection with its acquisition
of the Contract or the performance of the Contract by the Contracting
Stockholders.

The Contract will be valued by the Trust at fair value as determined in
good faith at the direction of the Trustees (if necessary, through
consultation with accountants, bankers and other specialists). See "Net
Asset Value."

THE U.S. TREASURY SECURITIES

The Trust will purchase and hold a series of zero-coupon U.S. Treasury
Securities with face amounts and maturities corresponding to the amounts and
payment dates of the distributions payable with respect to the STRYPES. Up
to (17%) of the Trust's total assets may be invested in these U.S. Treasury
Securities. In the event that the Contract is accelerated as described under
"--Reorganization Event Causing a Termination of the Trust" or "--Collateral
Arrangements; Acceleration," then any such U.S. Treasury Securities then held
in the Trust shall be liquidated by the Administrator and distributed pro
rata to the Holders, together with amounts distributed upon acceleration.

TEMPORARY INVESTMENTS

For cash management purposes, the Trust may invest the proceeds of the
U.S. Treasury Securities and any other cash held by the Trust in short-term
obligations of the U.S. Government maturing no later than the Business Day
preceding the next following distribution date.

TRUST TERMINATION

The Trust will terminate on or shortly after the Exchange Date, except
if terminated earlier under certain limited circumstances. Within
approximately Business Days after the Exchange Date following the
payment of any remaining expenses of the Trust, the Reference Property and/or
cash to be received pursuant to the Contract and any other remaining assets
of the Trust will be distributed pro rata to Holders. See "--Fractional
Interests". Although the Trust has adopted a fundamental policy that it will
not dispose of the Contract prior to the Exchange Date, under certain
circumstances the Contract may terminate prior to the Exchange Date. In the
event that the Company or any successor thereto is the subject of a
Reorganization Event or a Default shall have occurred with respect to any
Contracting Stockholder, the Trust's assets (other than assets received
pursuant to the Contract) would be liquidated, the net assets of the Trust
would be distributed pro rata to the Holders and the term of the Trust would
expire. See "--The Contract--Reorganization Events Causing a Termination of
the Trust" and "--Collateral Arrangements; Acceleration."

FRACTIONAL INTERESTS

No fractional units of any Reference Security, or fractional interests
of any Reference Property other than cash or a Reference Security, will be
distributed by the Trust to Holders of STRYPES on the Exchange Date or upon
earlier termination of the Trust. All fractional units or interests to which
Holders of STRYPES would otherwise be entitled on the Exchange Date or upon
earlier termination of the Trust will be aggregated and liquidated by the
Administrator and, in lieu of the fractional unit or interest to which a
Holder would otherwise have been entitled in respect of the total number of
STRYPES held by such Holder, such Holder will receive its pro rata portion of
the proceeds from such liquidation.

INVESTMENT RESTRICTIONS

The Trust has adopted a fundamental policy that the Trust may not
purchase any securities or instruments other than the U.S. Treasury
Securities, the Contract and any Reference Security received pursuant to the
Contract and, for cash management purposes, short-term obligations of the
U.S. Government; issue any securities or instruments except for the STRYPES;
make short sales or purchase securities on margin; write put or call options;
borrow money; underwrite securities; purchase or sell real estate,
commodities or commodities contracts; or make loans. The Trust has adopted a
fundamental policy to invest at least 65% of its portfolio in the Contract.
The Trust has also adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust
terminates prior to the Exchange Date due to the occurrence of a
Reorganization Event or a Default by any Contracting Stockholder, the U.S.
Treasury Securities may not be disposed of prior to their respective
maturities.

RISK FACTORS

NO ACTIVE PORTFOLIO MANAGEMENT

It is a fundamental policy of the Trust that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust
terminates prior to the Exchange Date due to the occurrence of a
Reorganization Event or a Default by any Contracting Stockholder, the U.S.
Treasury Securities may not be disposed of prior to their respective
maturities. As a result, the Trust will continue to hold the Contract
despite any significant decline in the value of the Reference Property,
including the ABC Common Stock, or adverse changes in the financial condition
of the issuer of any Reference Security, including the Company. The Trust
will not be managed like a typical closed-end investment company.

ABSENCE OF TRADING HISTORY; MARKETABILITY; POSSIBILITY OF THE STRYPES TRADING
AT A DISCOUNT FROM NET ASSET VALUE

STRYPES have no trading history and it is not possible to predict how
they will trade in the secondary market. The trading price of the STRYPES
may vary considerably prior to the Exchange Date due to, among other things,
fluctuations in trading prices of the ABC Common Stock (which may occur due
to changes in the Company's financial condition, results of operations or
prospects, or because of complex and interrelated political, economic,
financial and other factors that can affect the capital markets generally,
the stock exchanges or quotation systems on which the ABC Common Stock is
traded and the market segment of which the Company is a part) and
fluctuations in interest rates and other factors that are difficult to
predict and beyond the Trust's control.

The Underwriters currently intend, but are not obligated, to make a
market in the STRYPES. There can be no assurance that a secondary market
will develop or, if a secondary market does develop, that it will provide the
Holders of the STRYPES with liquidity of investment or that it will continue
for the life of the STRYPES. Application will be made to list the STRYPES on
the NYSE. There can be no assurance that such application will be accepted
or that, if accepted, the STRYPES will not later be delisted or that trading
in the STRYPES on NYSE will not be suspended. In the event of a delisting or
suspension of trading, the Trust will apply for quotation on another trading
market or for listing of the STRYPES on a national securities exchange. If
the STRYPES are not traded or listed on any trading market or securities
exchange, or if trading of the STRYPES is suspended, pricing information for
the STRYPES may be more difficult to obtain, and the price and liquidity of
the STRYPES may be adversely affected.

The Trust is a newly organized closed-end investment company with no
previous operating history. Shares of closed-end investment companies
frequently trade at a discount from their net asset value, which is a risk
separate and distinct from the risk that the Trust's net asset value will
decrease. The Trust cannot predict whether the STRYPES will trade at, below
or above their net asset value. The risk of purchasing investments that
might trade at a discount is more pronounced for investors who wish to sell
their investments in a relatively short period of time after completion of
the Trust's initial public offering because for those investors realization
of a gain or loss on their
<PAGE>
investments is likely to be more dependent upon the existence of a premium or
discount thanupon portfolio performance. STRYPESare not subjectto redemption.

REFERENCE PROPERTY ADJUSTMENTS

The Reference Property (or, in the event that all or any of the
Contracting Stockholders elect to exercise the Cash Settlement Option, the
amount of cash or combination of cash and Reference Property) that the Trust
is entitled to receive pursuant to the Contract is subject to adjustment for
certain events arising from, among others, a merger or consolidation in which
the Company is not the surviving or resulting corporation and the
liquidation, dissolution, winding up or bankruptcy of the Company, as well as
stock splits and combinations, stock dividends and certain other actions of
the Company that modify its capital structure. See "Investment Objective and
Policies--The Contract--Reference Property Adjustments." Such Reference
Property (or the amount of cash or combination of cash and Reference
Property) to be received by the Trust pursuant to the Contract immediately
prior to the Exchange Date will not be adjusted for other events, such as
offerings of ABC Common Stock for cash or in connection with acquisitions.
In the event the Company is the subject of a Reorganization Event, the
Trust's assets (other than assets received pursuant to the Contract) would be
liquidated, the net assets of the Trust would be distributed pro rata to the
Holders and the term of the Trust would expire. ABC is not restricted from
issuing additional shares of ABC Common Stock during the term of the Trust
and neither the Company nor the Contracting Stockholders have any obligation
to consider the interests of the Holders of the STRYPES for any reason.
Additional issuances may materially and adversely affect the price of the ABC
Common Stock and, because of the relationship of the percentage of the
Reference Property (or the amount of cash or combination of cash and
Reference Property) to be received on the Exchange Date to the price of the
ABC Common Stock, such other events may materially and adversely affect the
trading price of the STRYPES. There can be no assurance that the Company
will not take any of the foregoing actions, or that it will not make
offerings of, or that major shareholders will not sell any, ABC Common Stock
in the future, or as to the amount of any such offerings or sales.

LIMITED TERM

The term of the Trust will expire on or shortly after the Exchange Date,
unless the Trust is terminated earlier under certain limited circumstances.
On or shortly after the Exchange Date, the Trust will distribute the
Reference Property and/or cash received by the Trust pursuant to the Contract
and other net assets held by the Trust pro rata to the Holders and terminate
shortly thereafter. In the event that the Company or any successor thereto
is the subject of a Reorganization Event or a Default shall have occurred
with respect to any Contracting Stockholder, the Trust's assets (other than
assets received pursuant to the Contract) would be liquidated, the net assets
of the Trust would be distributed pro rata to the Holders and the term of the
Trust would expire.

NON-DIVERSIFIED PORTFOLIO

The Trust's assets will consist almost entirely of the Contract and the
U.S. Treasury Securities. As a result, investments in the Trust may be
subject to greater risk than would be the case for a company with a more
diversified portfolio of investments.

COMPARISON TO OTHER EQUITY SECURITIES; RELATIONSHIP TO ABC COMMON STOCK

The terms of the STRYPES are similar to those of ordinary equity
securities in that the value of the Reference Property (or, in the event that
all or any of the Contracting Stockholders elect to exercise the Cash
Settlement Option, the amount of cash or combination of cash and Reference
Property) that a Holder of a STRYPES will receive on the Exchange Date is not
fixed, but is based on the Reference Property Value (see "Investment
Objective and Policies--General" and "--The Contract"). THERE CAN BE NO
ASSURANCE THAT SUCH AMOUNT RECEIVABLE BY THE HOLDER ON THE EXCHANGE DATE WILL
BE EQUAL TO OR GREATER THAN THE ISSUE PRICE PAID FOR THE STRYPES. IF THE
REFERENCE PROPERTY VALUE IS LESS THAN THE INITIAL PRICE, SUCH AMOUNT
RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS THAN THE ISSUE PRICE, IN WHICH
CASE AN INVESTMENT IN STRYPES WILL RESULT IN A LOSS. ACCORDINGLY, A HOLDER
OF STRYPES ASSUMES THE RISK THAT THE MARKET VALUE OF THE ABC COMMON STOCK MAY
DECLINE, AND THAT SUCH DECLINE COULD BE SUBSTANTIAL. REFERENCE IS MADE TO
THE ACCOMPANYING PROSPECTUS OF THE COMPANY, INCLUDING THE INFORMATION UNDER
THE CAPTION "RISK FACTORS" THEREIN.

The trading prices of the STRYPES in the secondary market will be
affected by the trading prices of the ABC Common Stock in the secondary
market. It is impossible to predict whether the price of ABC Common Stock
will rise or fall. Trading prices of ABC Common Stock will be influenced by
the Company's operating results and prospects and by economic, financial and
other factors and market conditions that can affect the capital markets
generally, including the level of, and fluctuations in, the trading prices of
stocks generally and sales of substantial amounts of ABC Common Stock in the
market subsequent to the offering of the STRYPES or the perception that such
sales could occur.

LIMITATIONS ON OPPORTUNITY FOR EQUITY APPRECIATION; POTENTIAL LOSSES

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the ABC Common Stock because the amount receivable by a
Holder of a STRYPES on the Exchange Date will only exceed the issue price of
such STRYPES if the Reference Property Value exceeds the Threshold
Appreciation Price (which represents an appreciation of % over the
Initial Price). Moreover, each STRYPES will entitle the Holder to receive on
the Exchange Date only % (the percentage equal to the Initial Price
divided by the Threshold Appreciation Price) of any appreciation of the value
of the Reference Property above the Threshold Appreciation Price. See
"Investment Objective and Policies--The Contract." Because the price of the
Reference Property is subject to market fluctuations, the value of the
Reference Property (or, in the event that the Contracting Stockholders elect
the Cash Settlement Alternative, the amount of cash) received by the Trust
immediately prior to the Exchange Date, determined as described herein, may
be more or less than the issue price paid for the STRYPES.

NO STOCKHOLDER RIGHTS

Holders of the STRYPES will not be entitled to any rights with respect
to the Reference Property (including, without limitation, voting rights and
rights to receive any dividends or other distributions in respect of any
Reference Security) unless and until such time, if any, as the Trust shall
have delivered the Reference Property in exchange for STRYPES on the Exchange
Date or upon earlier termination of the Trust, and unless the applicable
record date, if any, for the exercise of such rights occurs after such
delivery. For example, in the event that an amendment is proposed to the
Restated Certificate of Incorporation or By-Laws of the Company and the
record date for determining the stockholders of record entitled to vote on
such amendment occurs prior to such delivery, Holders of the STRYPES will not
be entitled to vote on such amendment.

The Contracting Stockholders are not responsible for the determination
or calculation of the amount receivable by Holders of the STRYPES on the
Exchange Date or upon earlier termination of the Trust. The Contract between
the Trust and the Contracting Stockholders is a commercial transaction and
does not create any rights in, or for the benefit of, any third party,
including any holder of STRYPES.

RISK RELATING TO BANKRUPTCY OF CONTRACTING STOCKHOLDERS

The Trust believes that the Contract will constitute a "securities
contract" for purposes of Title 11 of the United States Code (the "Bankruptcy
Code"), performance of which would not be subject to the automatic stay
provisions of the Bankruptcy Code in the event of bankruptcy of a Contracting
Stockholder. It is, however, possible that the Contract will be determined
not to qualify as a "securities contract" for this purpose, in which case the
bankruptcy of a Contracting Stockholder may cause a delay in settlement of
the Contract with such Contracting Stockholder, or otherwise subject the
Contract to the bankruptcy proceedings, which could adversely affect the time
of exchange or, as a result, the amount received by the Holders in respect of
the STRYPES.

TAX MATTERS

Holders will experience a taxable event upon the exchange of STRYPES to
the extent that all or any of the Contracting Stockholders elect to exercise
the Cash Settlement Option. Because of an absence of authority as to the
proper character of any gain or loss resulting from such a taxable event, the
ultimate tax consequences to Holders as a result of an election to exercise
the Cash Settlement Option is uncertain. Accordingly, prospective investors
in the STRYPES should consult their own tax advisers in this regard.
Investors should also consult their own tax advisers concerning the proper
treatment of their pro rata share of the Trust's fees and expenses, and the
application of the United States Federal income tax laws to their particular
situations as well as any consequences of the purchase, ownership and
disposition of the STRYPES arising under the laws of any other taxing
jurisdiction. The tax consequences of investing in the STRYPES are described
in greater detail under "Certain United States Federal Income Tax
Considerations."

DESCRIPTION OF THE STRYPES

Each STRYPES represents a proportionate share of beneficial interest in
the Trust, and a total of ,000,000 STRYPES will be issued in the Offering,
assuming no exercise of the Underwriters' over-allotment option. Upon
liquidation of the Trust, Holders are entitled to share pro rata in the net
assets of the Trust available for distribution. STRYPES have no preemptive,
redemption or conversion rights. The STRYPES, when issued and outstanding,
will be fully paid and nonassessable.

Holders are entitled to one vote for each STRYPES held on all matters to
be voted on by Holders and are not able to cumulate their votes in the
election of Trustees. The Trustees of the Trust have been selected initially
by , as the initial holder of the Trust. The
Trust intends to hold annual meetings as required by the rules of the NYSE.
The Holders have the right, upon the declaration in writing or vote of more
than two-thirds of the outstanding STRYPES, to remove a Trustee. The
Trustees will call a meeting of Holders to vote on the removal of a Trustee
upon the written request of the record Holders of 10% of the STRYPES or to
vote on other matters upon the written request of the record Holders of 51%
of the STRYPES (unless substantially the same matter was voted on during the
preceding 12 months).

BOOK-ENTRY SYSTEM

The STRYPES will be issued in the form of one or more global securities
(the "Global Securities") deposited with the Depositary and registered in the
name of a nominee of the Depositary.

The Depositary has advised the Trust and the Underwriters as follows:
The Depositary is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act.
The Depositary was created to hold securities of persons who have accounts
with the Depositary ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. Such participants include securities brokers and dealers,
banks, trust companies and clearing corporations. Indirect access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

Upon the issuance of a Global Security, the Depositary or its nominee
will credit the respective STRYPES represented by such Global Security to the
accounts of participants. The accounts to be credited shall be designated by
the Underwriters. Ownership of beneficial interests in such Global
Securities will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests by participants in
such Global Securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
or its nominee for such Global Securities. Ownership of beneficial interests
in such Global Securities by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by such
participant. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability
to transfer beneficial interests in a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the STRYPES.
Except as set forth below, owners of beneficial interests in such Global
Securities will not be entitled to have the STRYPES registered in their names
and will not receive or be entitled to receive physical delivery of the
STRYPES in definitive form and will not be considered the owners or Holders
thereof.

Payment of Reference Property or amounts payable or other consideration
deliverable on exchange of, and any quarterly distributions on, STRYPES
registered in the name of or held by the Depositary or its nominee will be
made to the Depositary or its nominee, as the case may be, as the registered
owner or the holder of the Global Security. None of the Trust, any Trustee,
the Paying Agent or the Custodian for the STRYPES will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

The Trust expects that the Depositary, upon receipt of any payment in
respect of a permanent Global Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global Security as shown
on the records of the Depositary. The Trust also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers in bearer form or registered in "street name," and will be the
responsibility of such participants.

A Global Security may not be transferred except as a whole by the
Depositary to a nominee or a successor of the Depositary. If the Depositary
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Trust within ninety days, the Trust will
issue STRYPES in definitive registered form in exchange for the Global
Security representing such STRYPES. In addition, the Trust may at any time
and in its sole discretion determine not to have any STRYPES represented by
one or more Global Securities and, in such extent, will issue STRYPES in
definitive form in exchange for all of the Global Securities representing the
STRYPES. Further, if the Trust so specifies with respect to the STRYPES, an
owner of a beneficial interest in a Global Security representing STRYPES may,
on terms acceptable to the Trust and the Depositary for such Global Security,
receive STRYPES in definitive form. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of STRYPES represented by such Global Security
equal in number to that represented by such beneficial interest and to have
such STRYPES registered in its name.

TRUSTEES AND OFFICERS

The Trustees of the Trust consist of individuals, of whom
are not "interested persons" of the Trust as defined in the Investment
Company Act. The Trustees of the Trust are responsible for the overall
supervision of the operations of the Trust and perform the various duties
imposed on the trustees of management investment companies by the Investment
Company Act.

The Trustees and Officers of the Trust are:

COMPENSATION OF TRUSTEES

The Trust will pay each unaffiliated Trustee a fee of $ per year
plus $ per meeting attended and will pay all Trustees' actual out-of-
pocket expenses relating to attendance at meetings; the Trust will also pay
an annual fee of $ to members of its audit committee and will pay all
Trustees' actual out-of-pocket expenses relating to attendance at meetings.
The Trustees will not receive any pension or retirement benefits from the
Trust. None of the Trustees receives any compensation for serving as a
trustee or director of any other affiliated investment company.

MANAGEMENT ARRANGEMENTS

PORTFOLIO MANAGEMENT AND ADMINISTRATION

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The Managing
Trustee will negotiate the terms of the Contract and select the U.S. Treasury
Securities proposed for purchase by the Fund in accordance with and subject
to the terms of the Declaration of Trust. The Trustees of the Trust will
authorize the purchase of the Contract and the U.S. Treasury Securities as
directed by the Declaration of Trust. It is a fundamental policy of the
Trust that the Contract may not be disposed of during the term of the Trust
and that, unless the Trust terminates prior to the Exchange Date due to the
occurrence of a Reorganization Event or a Default by the Contracting
Stockholders, the U.S. Treasury Securities may not be disposed of prior to
their respective maturities.

The Trust will pay all expenses incurred in the operation of the Trust,
including, among other things, accounting services, expenses for legal and
auditing services, taxes, costs of printing proxies, listing fees, if any,
stock certificates and shareholder reports, charges of the Custodian (as
defined below) and the Paying Agent (as defined below), expenses of
registering the STRYPES under Federal and state securities laws, Commission
fees, fees and expenses of Trustees, accounting and pricing costs, insurance,
interest, brokerage costs, litigation and other extraordinary or non-
recurring expenses, mailing and other expenses properly payable by the Trust.
See "--Estimated Expenses."

ADMINISTRATOR

The day-to-day affairs of the Trust will be managed by ,
as Trust Administrator pursuant to an Administration Agreement. Under the
Administration Agreement, the Trustees have delegated most of their
operational duties to the Administrator, including without limitation, the
duties to: (i) receive invoices for and pay, or cause to be paid, all
expenses incurred by the Trust; (ii) with the approval of the Trustees,
engage legal and other professional advisors (other than the independent
public accountants for the Trust); (iii) instruct the Paying Agent to pay
distributions on STRYPES as described herein; (iv) prepare and mail, file or
publish all notices, proxies, reports, tax returns and other communications
and documents, and keep all books and records, for the Trust; (v) at the
direction of the Trustees, institute and prosecute legal and other
appropriate proceedings to enforce the rights and remedies of the Trust; and
(vi) make all necessary arrangements with respect to meetings of Trustees and
any meetings of Holders of STRYPES. The Administrator will not, however,
select the independent public accountants for the Trust or sell or otherwise
dispose of the Trust assets (except in connection with an acceleration of the
Contract as described under "Investment Objective and Policies--The Contract-
- -Reorganization Events Causing a Termination of the Trust" and "--Collateral
Arrangements; Acceleration", or the settlement of the Contract at the
Exchange Date).

The Administration Agreement may be terminated by either the Trust or
the Administrator upon 60 days prior written notice, except that no
termination shall become effective until a successor Administrator has been
chosen and has accepted the duties of the Administrator.

Except for its roles as Administrator, custodian, paying agent,
registrar and transfer agent of the Trust, and except for its role as
Collateral Agent under the Security and Pledge Agreement, has
no other affiliation with, and is not engaged in any other transactions with,
the Trust.

The address of the Administrator is .

CUSTODIAN

The Trust's custodian (the "Custodian") is
pursuant to a custodian agreement (the "Custodian Agreement"). In the event
of any termination of the Custodian Agreement by the Trust or the resignation
of the Custodian, the Trust must engage a new Custodian to carry out the
duties of the Custodian as set forth in the Custodian Agreement. Pursuant to
the Custodian Agreement, all net cash received by the Trust will be invested
by the Custodian in short-term U.S. Government securities maturing on or
shortly before the next quarterly distribution date. The Custodian will also
act as collateral agent under the Security and Pledge Agreement and will hold
a perfected security interest in the Reference Property and U.S. Treasury
Securities or other assets consistent with the terms of the Contract pledged
thereunder.

PAYING AGENT

The transfer agent, registrar and paying agent (the "Paying Agent") for
the STRYPES is pursuant to a paying agent agreement
(the "Paying Agent Agreement"). In the event of any termination of the
Paying Agent Agreement by the Trust or the resignation of the Paying Agent,
the Trust will use its best efforts to engage a new Paying Agent to carry out
the duties of the Paying Agent.

INDEMNIFICATION

The Trust will indemnify each Trustee, the Administrator, the Paying
Agent and the Custodian, with respect to any claim, liability, loss or
expense (including the costs and expenses of the defense against any claim or
liability) which it may incur in acting as Trustee, Administrator, Paying
Agent or Custodian, as the case may be, except in the case of willful
misfeasance, bad faith, gross negligence or reckless disregard of their
respective duties or where applicable law prohibits such indemnification.

ESTIMATED EXPENSES

The Trust will pay at its inception to each of the Administrator, the
Custodian and the Paying Agent, a one-time, up-front amount in respect of its
fee. The anticipated Trust expenses include, among other things, expenses
for legal and independent accountants' services, costs of printing proxies,
STRYPES certificates and Holder reports, expenses of the Trustees, fidelity
bond coverage, stock exchange listing fees and expenses of qualifying the
STRYPES for sale in the various states. Organization costs of the Trust in
the amount of $ , offering costs estimated to be $ , and the
aggregate of the one-time, up-front payments described above in the amount of
$ , will be paid from the proceeds of the offering of the STRYPES. A
portion of the initial assets of the Trust will be used to purchase U.S.
Treasury Securities with face amounts and maturities corresponding to the
anticipated expenses over the term of the Trust.

The portfolio of U.S. Treasury Securities to be purchased in respect of
the anticipated expenses of the Trust will be determined based on expense
estimates made in good faith on the basis of information currently available
to the Trust, including estimates furnished by the Trust's agents. Any
unanticipated expenses will be paid by Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"). Merrill Lynch will be reimbursed by the
Contracting Stockholders for all fees and expenses of the Trust paid by it.

DIVIDENDS AND DISTRIBUTIONS

The Trust intends to distribute to Holders on a quarterly basis the
proceeds of the U.S. Treasury Securities held by the Trust, net of any Trust
expenses. The first distribution, reflecting the Trust's operations from the
date
<PAGE>
of the Offering, will be made on , 1997 to Holders of record
as of , 1997, and will equal $ per STRYPES.
Thereafter, distributions will be made on , ,
, and of each year to Holders of record as of
each , , , and
, respectively. Upon termination of the Trust as described in "Investment
Objective and Policies--Trust Termination," each Holder will share pro rata
in any remaining net assets of the Trust.

NET ASSET VALUE

The net asset value of the STRYPES will be calculated by the Trust no
less frequently than quarterly by dividing the value of the net assets of the
Trust (the value of its assets less its liabilities) by the total number of
STRYPES outstanding. The Trust's net asset value will be published
semi-annually as part of the Trust's semi-annual report to Holders and at
such other times as the Trustees may determine. The U.S. Treasury Securities
held by the Trust will be valued at the mean between the last current bid and
asked prices or, if quotations are not available, as determined in good faith
by the Trust under the direction of the Trustees. Short-term investments
having a maturity of 60 days or less are valued at cost with accrued interest
or discount earned included in interest receivable. The Contract will be
valued at the mean of the bid prices received by the Trust from at least
three independent broker-dealer firms unaffiliated with the Trust who are in
the business of making bids on financial instruments similar to the Contract
and with terms comparable thereto.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Set forth in full below is the opinion of Brown & Wood LLP, counsel to
the Trust, as to certain United States Federal income tax consequences of the
purchase, ownership and disposition of the STRYPES. Such opinion is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including retroactive changes) or possible differing
interpretations. The discussion below deals only with STRYPES held as
capital assets and does not purport to deal with persons in special tax
situations, such as financial institutions, insurance companies, regulated
investment companies, dealers in securities or currencies, tax-exempt
entities, or persons holding STRYPES as a hedge against currency risks or as
a position in a "straddle" for tax purposes. It also does not deal with
Holders of STRYPES other than original purchasers thereof (except where
otherwise specifically noted herein). Moreover, the discussion below does
not address the tax consequences of ownership of the Reference Property or
Marketable Securities. The following discussion also does not address the
tax consequences of investing in the STRYPES arising under the laws of any
state, local or foreign jurisdiction. Persons considering the purchase of
the STRYPES should consult their own tax advisors concerning the application
of the United States Federal income tax laws to their particular situations
as well as any consequences of the purchase, ownership and disposition of the
STRYPES arising under the laws of any other taxing jurisdiction.

As used herein, the term "U.S. Holder" means a beneficial owner of
STRYPES that is for United States Federal income tax purposes (i) a citizen
or resident of the United States, (ii) a corporation, a partnership or other
entity created or organized in or under the laws of the United States or of
any political subdivision thereof, or (iii) an estate that is described in
Section 7701(a)(30)(D) of the Internal Revenue Code of 1986, as amended (the
"Code") or a trust that is described in Section 7701(a)(30)(E) of the Code.
As used herein, the term "non-U.S. Holder" means a beneficial owner of
STRYPES that is not a U.S. Holder. Unless the context otherwise requires,
the following opinion of Brown & Wood LLP assumes that on the Exchange Date
the Reference Property consists only of shares of ABC Common Stock.

CLASSIFICATION OF THE TRUST

The Trust will be classified as a grantor trust under subpart E, Part I
of subchapter J of the Code. As such, Holders of the STRYPES will be treated
for United States Federal income tax purposes as owners of a pro rata
undivided interest in the Trust's assets which will consist of the U.S.
Treasury Securities and the Contract. Accordingly, each Holder will be
required to report on its United States Federal income tax return its pro
rata share of the entire income on the Trust's assets in accordance with such
Holder's regular method of tax accounting.

U.S. HOLDERS

As previously discussed, each U.S. Holder will be considered the owner
of its pro rata portion of the U.S. Treasury Securities and the Contract held
by the Trust. The cost to a U.S. Holder of its STRYPES (net of its pro rata
portion of the one-time fees payable to the Administrator, the Custodian and
the Paying Agent) will be allocated among such U.S. Holder's pro rata portion
of the U.S. Treasury Securities and the Contract (in proportion to the
relative fair market values thereof on the date on which the U.S. Holder
acquires its STRYPES) in order to determine the U.S. Holder's initial tax
basis in the U.S. Holder's pro rata portion of the U.S. Treasury Securities
and the Contract. It is currently anticipated that approximately (17%) and
approximately (83%) of the net proceeds of the offering will be used by the
Trust to purchase the U.S. Treasury Securities and as payments under the
Contract, respectively.

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having original issue discount
which will accrue over the term of the U.S. Treasury Securities. In general,
a U.S. Holder will be treated as having purchased each U.S. Treasury Security
held by the Trust with original issue discount in an amount equal to the
excess of the U.S. Holder's pro rata portion of the amount payable on such
U.S. Treasury Security over the Holder's initial tax basis therefor as
discussed above. A U.S. Holder (whether on the cash or accrual method of tax
accounting) will be required to include such original issue discount in
income for United States Federal income tax purposes as it accrues in
accordance with a constant yield method. Because it is expected that __% or
more of the Holders of STRYPES will be accrual basis taxpayers, original
issue discount on any short-term U.S. Treasury Securities (i.e., any U.S.
Treasury Security with a maturity of one year or less from the date it is
purchased by the Trust) held by the Trust will also be currently includable
in income by U.S. Holders as it accrues on a straight-line basis (unless a
U.S. Holder elects to accrue such original issue discount on a constant yield
basis). A U.S. Holder's tax basis in its pro rata portion of a U.S. Treasury
Security will be increased by the amount of any original issue discount
included in income by the U.S. Holder with respect to such U.S. Treasury
Security (as described above).

Each U.S. Holder will also be treated as having entered into a pro rata
portion of the Contract. Under current law, a U.S. Holder should not be
required to recognize any income, gain or loss with respect to the Contract
until the Exchange Date. On the Exchange Date, if the Contracting
Stockholders deliver Reference Property pursuant to the Contract, a U.S.
Holder will generally not realize any taxable gain or loss upon the receipt
of such Reference Property. However, a U.S. Holder will generally be
required to recognize taxable gain or loss with respect to any cash received
in lieu of fractional units of any Reference Security, fractional interests
of any Reference Property other than cash, and any Reference Property
consisting of cash. The amount of such gain or loss recognized by a U.S.
Holder will be equal to the difference, if any, between the amount of cash
received by the U.S. Holder and the portion of the U.S. Holder's tax basis in
the Contract that is allocable to the fractional units of any Reference
Security, fractional interests of any Reference Property other than cash, and
any Reference Property consisting of cash. Any such taxable gain or loss
attributable to cash received in lieu of fractional units of any Reference
Security and fractional interests of any Reference Property other than cash
will be treated as short-term capital gain or loss and, because the matter is
uncertain, any such taxable gain or loss attributable to any Reference
Property consisting of cash could be treated as short-term capital gain or
loss, as long-term capital gain or loss (depending upon the U.S. Holder's
holding period for the STRYPES), or as ordinary income or loss. A U.S.
Holder will have an initial tax basis in any Reference Property (as allocated
among the Reference Property in accordance with the relative fair market
values thereof, as determined in the Exchange Date) received thereby on the
Exchange Date (other than cash received in lieu of fractional units,
fractional interests and any Reference Property consisting of cash) in an
amount equal to the U.S. Holder's tax basis in the Contract less the portion
of such tax basis that is allocable to any fractional units of any Reference
Security, fractional interests of any Reference Property and any Reference
Property consisting of cash (as described above) and will realize taxable
gain or loss with respect to any such Reference Property received thereby on
the Exchange Date only upon the subsequent sale or disposition by the U.S.
Holder of such Reference Property. In addition, a U.S. Holder's holding
period for any Reference Property received by such U.S. Holder on the
Exchange Date will begin on the day immediately following the Exchange Date
and will not include the period during which the U.S. Holder held the related
STRYPES.

Alternatively, if the Contracting Stockholders satisfy the Contract
either partially or entirely in cash on the Exchange Date, a U.S. Holder will
recognize taxable gain or loss on the Exchange Date with respect to the
Contract in an amount equal to the difference, if any, between the total
amount of cash received by such U.S. Holder on the Exchange Date and an
amount equal to the U.S. Holder's tax basis in the Contract. It is uncertain
whether such gain or loss would be treated as capital or ordinary. If such
gain or loss is properly treated as capital, then such gain or loss will be
treated as long-term capital gain or loss if the STRYPES has been held by the
U.S. Holder for more than one year as of the Exchange Date. If such gain or
loss is properly treated as ordinary gain or loss, it is possible that the
deductibility of any loss recognized on the Exchange Date with respect to the
Contract by a U.S. Holder who is an individual could be subject to the
limitations applicable to miscellaneous itemized deductions provided for
under Section 67(a) of the Code. In general, Section 67(a) of the Code
provides that an individual may only deduct miscellaneous itemized deductions
for a particular taxable year to the extent that the aggregate amount of the
individuals's miscellaneous itemized deductions for such taxable year exceed
two percent of the individual's adjusted gross income for such taxable year
(the miscellaneous itemized deductions and other itemized deductions
allowable to high-income individuals, however, are generally subject to
further limitations under Section 68 of the Code). Prospective investors in
the STRYPES who are individuals should also be aware that miscellaneous
itemized deductions are not allowable in computing the United States Federal
alternative minimum tax imposed by Section 55 of the Code. Prospective
investors in the STRYPES are urged to consult their own tax advisors
concerning the character of any gain or loss realized on the Exchange Date
with respect to the Contract in the event that either (i) the Reference
Property consists of cash, Reference Securities (other than ABC Common Stock)
or other property or (ii) the Contracting Stockholders elect to satisfy their
obligations under the Contract in cash on the Exchange Date as well as the
deductibility of any such loss.

In the event that some of the Contracting Stockholders satisfies their
obligations under the Contract with Reference Property and others satisfy
their obligations under the Contract with cash, a U.S. Holder would be
required to apply the foregoing rules to the STRYPES held thereby on a pro
rata basis in proportion to the amount of Reference Property and cash
received thereby.

Upon the sale or other disposition of a STRYPES prior to the Exchange
Date, a U.S. Holder generally will be required to allocate the total amount
realized by such U.S. Holder upon such sale or other disposition between the
U.S. Holder's pro rata portion of the U.S. Treasury Securities and the
Contract based upon their relative fair market values (as determined on the
date of disposition). A U.S. Holder will generally be required to recognize
taxable gain or loss with respect to each such component (i.e., the U.S.
Holder's pro rata portion of the U.S. Treasury Securities and the Contract)
in an amount equal to the difference, if any, between the amount realized
with respect to each such component upon the sale or disposition of the
STRYPES (as determined in the manner described above) and the U.S. Holder's
adjusted tax basis in each such component. Any such gain or loss will
generally be treated as long-term capital gain or loss if the U.S. Holder has
held the STRYPES for more than one year at the time of disposition.

An individual U.S. Holder who itemizes deductions may amortize and
deduct over the term of the Trust (subject to any applicable limitations such
as Section 67(a) of the Code) its pro rata portion of the one-time, up-front
fees paid by the Trust to the Administrator, the Custodian and the Paying
Agent, and may deduct (subject to any applicable limitations such as those in
Section 67(a) of the Code) its pro rata portion of the other expenses
described under "Management Arrangements--Estimated Expenses" incurred by the
Trust resulting from its ongoing operations (including the fees payable to
the Trustees) as such expenses are incurred by the Trust. Counsel believes
that a U.S. Holder's pro rata portion of the expenses incurred in connection
with the organization of the Trust, underwriting discounts and commissions
and other offering expenses should be includable in the cost to the U.S.
Holder of the STRYPES. However, there can be no assurance that the Internal
Revenue Service (the "IRS") will not take a contrary view. If the IRS were
to prevail in treating such expenses as excludible from a U.S. Holder's cost
of the STRYPES, such expenses would not be includable in the basis of the
assets of the Trust and should instead, subject to the limitations provided
for under Section 67(a) of the Code, be amortizable and deductible over the
term of the Trust.

POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF THE CONTRACT

Brown & Wood LLP, counsel to the Trust, believes the Contract should be
treated for United States Federal income tax purposes as a prepaid forward
contract for the purchase of a variable number of shares of ABC Common Stock.
The IRS could conceivably take the view that the Contract should be treated
as a loan to the Contracting Stockholders in exchange for a contingent debt
obligation of the Contracting Stockholders. If the IRS were to prevail in
making such an assertion, a U.S. Holder might be required to include original
issue discount in income over the term of the STRYPES based on the excess of
the anticipated value of the ABC Common Stock to be received in respect of
the Contract over the amount paid for the Contract. In addition, a U.S.
Holder would be required to include interest (rather than capital gain) in
income on the Exchange Date in an amount equal to the excess, if any, of the
value of the ABC Common Stock received on the Exchange Date (or the proceeds
from prior disposition of the Contract) over the aggregate of the basis of
the Contract and any interest on the Contract previously included in income
(or might be entitled to an ordinary deduction to the extent of interest
previously included in income and not ultimately received). The IRS could
also conceivably take the view that a U.S. Holder should simply include in
income as interest the amount of cash actually received each year in respect
of the STRYPES.

MISCELLANEOUS TAX MATTERS

Special tax rules may apply to persons holding STRYPES as part of a
"synthetic security" or other integrated investment, or as part of a
straddle, hedging transaction or other combination of offsetting positions.
For instance, Section 1258 of the Code may possibly require certain U.S.
Holders of the STRYPES who enter into hedging transactions or offsetting
positions with respect to the STRYPES to treat all or a portion of any gain
realized on the STRYPES as ordinary income in instances where such gain may
have otherwise been treated as capital gain. U.S. Holders hedging their
positions with respect to the STRYPES or otherwise holding their STRYPES in a
manner described above should consult their own tax advisors regarding the
applicability of Section 1258 of the Code, or any other provision of the
Code, to their investment in the STRYPES.

If as a result of a Reorganization Event, cash, Marketable Securities,
or a combination of cash and Marketable Securities is delivered pursuant to
the Contract, U.S. Holders generally will be required to recognize taxable
gain or loss in respect of any cash received, including cash received in lieu
of fractional shares of Marketable Securities and, in some instances, in
respect of any Marketable Securities received upon receipt thereof.
Moreover, in some instances, U.S. Holders may be required to recognize at the
time of a Reorganization Event taxable gain or loss in respect of the amount
of cash (and, in some cases, Marketable Securities) which is fixed at the
time of such Reorganization Event and is to be delivered pursuant to the
Contract. It is uncertain whether any taxable gain or loss recognized by a
U.S. Holder as a result of a Reorganization Event would be capital or
ordinary. U.S. Holders are urged to consult their own tax advisors
concerning the specific tax consequences of a Reorganization Event on their
investment in a STRYPES.

NON-U.S. HOLDERS

Subject to the discussion below concerning income that is effectively
connected with a trade or business conducted by a non-U.S. Holder in the
United States, payments of interest (including original issue discount) made
with respect to the U.S. Treasury Securities will not be subject to United
States withholding tax, provided that such non-U.S. Holder complies with
applicable certification requirements. In general, for a non-U.S. Holder to
qualify for this exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. Holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two receding calendar years, a
statement that (i) is signed by the beneficial owner of the U.S. Treasury
Securities under penalties of perjury, (ii) certifies that such owner is not
a U.S. Holder and (iii) provides the name and address of the beneficial
owner. The statement may be made on an IRS Form W-8 or a substantially
similar form, and the beneficial owner must inform the Withholding Agent of
any change in the information on the statement within 30 days of such change.
If STRYPES are held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide a
signed statement to the Withholding Agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution.

Any capital gain realized in respect of STRYPES by a non-U.S. Holder
will generally not be subject to United States Federal income tax if (i) such
gain in not effectively connected with a United States trade or business of
such non-U.S. Holder and (ii) in the case of an individual non-U.S. Holder,
such individual is not present in the United States for 183 days or more in
the taxable year of the sale or other disposition, or the gain is not
attributable to a fixed place of business maintained by such individual in
the United States and such individual does not have a "tax home" (as defined
for United States Federal income tax purposes) in the United States.

If any interest or gain realized by a non-U.S. Holder is effectively
connected with the non-U.S. Holder's conduct of a trade or business in the
United States, such interest or gain will be subject to regular United States
Federal income tax in the same manner as if the non-U.S. Holder were a U.S.
Holder. In addition, in such event, if such non-U.S. Holder is a foreign
corporation, such interest or gain may be included in the earnings and
profits of such non-U.S. Holder in determining such non-U.S. Holder's United
States branch profits tax liability.

BACKUP WITHHOLDING AND INFORMATION REPORTING

A beneficial owner of STRYPES may be subject to information reporting
and to backup withholding at a rate of 31 percent of certain amounts paid to
the beneficial owner unless such beneficial owner provides proof of an
applicable exemption or a correct taxpayer identification number, and
otherwise complies with applicable requirements of the backup withholding
rules.

Any amounts withheld under the backup withholding rules from a payment
to a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.

PROSPECTIVE INVESTORS IN THE STRYPES SHOULD BE AWARE THAT THERE IS NO
AUTHORITY DIRECTLY ADDRESSING THE PROPER UNITED STATES FEDERAL INCOME TAX
TREATMENT OF THE STRYPES OR SECURITIES WITH TERMS SUBSTANTIALLY THE SAME AS
THE STRYPES, AND THAT NO RULING HAS BEEN REQUESTED FROM THE IRS WITH RESPECT
TO THE STRYPES. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE IRS WILL
AGREE WITH THE FOREGOING DISCUSSION AND THAT THE IRS WILL NOT ASSERT A
CONTRARY POSITION AS TO THE PROPER UNITED STATES FEDERAL INCOME TAX TREATMENT
OF THE STRYPES WHICH MIGHT CAUSE THE CHARACTER AND TIMING OF INCOME, GAIN OR
LOSS RECOGNIZED WITH RESPECT TO A STRYPES TO DIFFER SIGNIFICANTLY FROM SUCH
CHARACTER AND TIMING DISCUSSED ABOVE. PROSPECTIVE INVESTORS IN THE STRYPES
ARE THEREFORE URGED TO CONSULT WITH THEIR OWN TAX ADVISERS PRIOR TO MAKING AN
INVESTMENT IN THE STRYPES.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement
(the "Purchase Agreement"), the Trust has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of the Underwriters,
for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Donaldson,
Lufkin & Jenrette Securities Corporation are acting as representatives, has
severally agreed to purchase the aggregate number of STRYPES set forth
opposite its name below:

NUMBER OF
UNDERWRITER STRYPES
----------- -----------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . .
Donaldson, Lufkin & Jenrette Securities Corporation . . . . . .

-----------
Total . . . . . . . . . . . . . . . . . . . . . . . ,000,000

In the Purchase Agreement, the several Underwriters have agreed,
respectively, subject to the terms and conditions set forth in the Purchase
Agreement, to purchase all of the STRYPES being sold pursuant to the Purchase
Agreement if any of the STRYPES are purchased. In the event of a failure to
close, any funds debited from any investor's account maintained with such
Underwriter will be credited to such account and any funds received by such
Underwriter by check or money order from any investor will be returned to
such investor by check.

The Underwriters have each advised the Trust that they propose initially
to offer the STRYPES to the public at the public offering price set forth on
the cover page of this Prospectus. The Underwriters have also advised the
Trust that they propose to offer STRYPES to certain dealers at the initial
public offering price less a concession not in excess of $ per STRYPES.
Such Underwriters may allow, and such dealers may reallow, a discount not in
excess of $ per STRYPES to certain other dealers. After the initial
public offering, the public offering price, concession and discount may be
changed. The sales load of $ per STRYPES is equal to % of the initial
public offering price. Investors must pay for any STRYPES purchased in the
initial public offering on or before , 1997.

The Trust has granted the Underwriters an option, exercisable for 30
days from the date of this Prospectus to purchase up to an aggregate of
additional STRYPES to cover over-allotments, if any, at the initial public
offering price less the sales load. To the extent the Underwriters exercise
such option, the Underwriters will have a firm commitment, subject to certain
conditions, to purchase a number of option STRYPES.

Prior to the Offering, there has been no public market for the STRYPES.
Application will be made to list the STRYPES on the NYSE.

The Contracting Stockholders have agreed not to offer, sell, contract to
sell or otherwise dispose of, directly or indirectly, or cause to be filed a
registration statement under the Securities Act with respect to, any shares
of ABC Common Stock, securities convertible into, exchangeable for or
repayable with such shares or rights or warrants to acquire such shares, for
a period of ( ) days after the date of this Prospectus without the prior
written consent of Merrill Lynch, subject to certain exceptions.

Each of the Company and the Contracting Stockholders have agreed to
indemnify the Underwriters against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended (the "1933 Act").

LEGAL MATTERS

Certain legal matters will be passed upon for the Trust and for the
Underwriters by their counsel, Brown & Wood LLP, New York, New York.

EXPERTS

The statement of assets, liabilities and capital included in this
Prospectus has been audited by , independent
auditors, as stated in their opinion appearing herein, and has been included
in reliance upon such opinion given on the authority of said firm as experts
in auditing and accounting.

ADDITIONAL INFORMATION

The Trust has filed with the Commission, Washington D.C. 20549, a
Registration Statement under the 1933 Act with respect to the STRYPES offered
hereby. Further information concerning the STRYPES and the Trust may be
found in the Registration Statement, of which this Prospectus constitutes a
part. The Registration Statement may be inspected without charge at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from such office after payment of the fees prescribed
by the Commission.

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholder of ABC STRYPES Trust:

We have audited the accompanying statement of assets, liabilities and capital
of ABC STRYPES Trust as of , 1997. This financial statement is
the responsibility of the Trust's management. Our responsibility is to
express an opinion on this financial statement 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 statement of assets,
liabilities and capital is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by the Trust's management, as
well as evaluating the overall financial statement presentation. We believe
that our audit of the financial statement provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of ABC STRYPES Trust, as of
, 1997 in conformity with generally accepted accounting principles.

New York, New York

, 1997

STATEMENT OF ASSETS, LIABILITIES AND CAPITAL

, 1997

ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100,000
Deferred organization and offering costs (Note 1) . . . . . . . . .
--------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . $
========

LIABILITIES

Deferred organization and offering costs payable (Note 1) . . . . . $
========

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
========

CAPITAL

STRYPES, par value $.10 per share;
shares authorized;
shares issued and outstanding (Note 1) . . . . . . . . . . . . . $

Paid-in Capital in excess of par . . . . . . . . . . . . . . . . .
--------

Total Capital-Equivalent of $
net asset value per share of
STRYPES (Note 1) . . . . . . . . . . . . . . . . . . . . . . $
========

(1) The Trust was established as a Delaware business trust on October 25,
1995 and is registered as a non-diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended.
Costs incurred by the Trust in connection with its organization,
estimated at $ , will be amortized on a straight-line basis
over a three-year period beginning at the commencement of operations of
the Trust.

(2) Offering expenses, estimated at $ , will be payable upon
completion of the offering and will be charged to capital upon the
commencement of operations of the Trust.

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

NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED ,000,000 STRYPES(SERVICE MARK)
UPON AS HAVING BEEN AUTHORIZED BY
THE TRUST OR THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING OF ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES OR AN OFFER TO ANY
PERSON IN ANY STATE OR JURISDICTION
OF THE UNITED STATES OR ANY COUNTRY ABC STRYPES TRUST
WHERE SUCH OFFER WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN ____________________
THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE
HEREOF OR SINCE THE DATES AS OF PROSPECTUS
WHICH INFORMATION IS SET FORTH
HEREIN. ____________________

______________

TABLE OF CONTENTS

Page
---- MERRILL LYNCH & CO.

Prospectus Summary . . . . . . DONALDSON, LUFKIN & JENRETTE
Fee Table . . . . . . . . . . . SECURITIES CORPORATION
The Trust . . . . . . . . . . .
Use of Proceeds . . . . . . . .
Investment Objective and Policies
Investment Restrictions . . . .
Risk Factors . . . . . . . . .
Description of the STRYPES . .
Trustees and Officers . . . . .
Management Arrangements . . . .
Dividends and Distributions . .
Net Asset Value . . . . . . . .
Certain United States Federal
Income Tax Considerations . . (Service Mark) Service mark of
Underwriting . . . . . . . . . Merrill Lynch & Co., Inc.
Legal Matters . . . . . . . . .
Experts . . . . . . . . . . . .
Additional Information . . . .
Independent Auditors' Report .
Statement of Assets, Liabilities
and Capital . . . . . . . . .

Prospectus relating to Common Stock
of ABC Company

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

UNTIL , 1997 (25 , 1997
DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS EFFECTING
TRANSACTIONS IN THE STRYPES,
WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS
DELIVERY REQUIREMENT IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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

THE FOLLOWING PROSPECTUS OF ABC COMPANY IS ATTACHED AND DELIVERED FOR
CONVENIENCE OF REFERENCE ONLY. THE PROSPECTUS OF ABC COMPANY DOES NOT
CONSTITUTE A PART OF THE FOREGOING PROSPECTUS OF ABC STRYPES TRUST, NOR IS
IT INCORPORATED BY REFERENCE THEREIN.

(ABC Prospectus)

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS
Independent Auditors' Report

Statement of Assets, Liabilities and Capital as of , 1997

2. EXHIBITS

(a)(1) Trust Agreement/*/
(2) Certificate of Trust/*/
(b) Not applicable
(c) Not applicable
(d)(1) Specimen certificate for STRYPES/**/
(2) Portions of the Declaration of Trust of the Registrant
defining the rights of Holders of STRYPES/**/
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(1) Form of Purchase Agreement/**/
(2) Merrill Lynch Standard Dealer Agreement/**/
(i) Not applicable
(j) Custodian Agreement/**/
(k)(1) Paying Agent, Registrar and Transfer Agent Agreement/**/
(2) Form of Forward Purchase Contract/**/
(l) Opinion and Consent of Brown & Wood LLP,
counsel to the Trust/**/
(m) Not applicable
(n) Consent of , independent auditors
for the Trust/**/
(o) Not applicable
(p) Certificate of /**/
(q) Not applicable
(r) Financial Data Schedule/**/

___________________

/*/ Previously filed.
/**/ To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

See Exhibits (h)(1), (h)(2) and (h)(3) to this Registration Statement.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:

SEC Registration fees . . . . . . . . . . . . . . . . . . . . . . $ *

NYSE listing fee. . . . . . . . . . . . . . . . . . . . . . . . . *

Printing (other than certificates). . . . . . . . . . . . . . . . *
Engraving and printing certificates . . . . . . . . . . . . . . . *
Fees and expenses of qualification under state securities laws
(including fees of counsel). . . . . . . . . . . . . . . . . . *
Accounting fees and expenses. . . . . . . . . . . . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . *
NASD fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . *
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
==========

_______________

/*/ To be furnished by amendment.

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Trust will be internally managed and will not have an investment
adviser. The information in the Prospectus under the caption "Management
Arrangements" is incorporated herein by reference.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

There will be one record holder of the STRYPES as of the effective date
of this Registration Statement.

ITEM 29. INDEMNIFICATION

Article of the Declaration of Trust and the Purchase Agreement and
Registration Agreement provide for indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees,
officers and controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The Trust is internally managed and does not have an investment adviser.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the
rules promulgated thereunder are maintained at the offices of the Registrant
( ), its custodian (
) and its paying agent ( ).

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend the offering of the
shares covered hereby until it amends its prospectuses contained herein if
(1) subsequent to the effective date of this Registration Statement, its net
asset value per share declines more than 10 percent from its net asset value
per share as of the effective date of the Registration Statement or (2) the
net asset value per share increases to an amount greater than its net
proceeds as stated in the prospectuses contained herein.

(b) The Registrant hereby undertakes that (i) for purpose of determining
any liability under the 1933 Act, the information omitted from the form of
prospectuses filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant under
Rule 497(h) under the 1933 Act shall be deemed to be part of this
registration statement as of the time it was declared effective; (ii) for the
purpose of determining any liability under the 1933 Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Pre-
Effective Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 3rd day of February, 1997.

ABC STRYPES TRUST

By: /s/ Douglas R. Robinson
------------------------
Douglas R. Robinson
Trustee

Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment to its Registration Statement has been signed below by
the following person, in the capacities and on the date indicated.

Name Title Date
---- ----- ----

/s/ Douglas R. Robinson Principal Executive Officer, February 3, 1997
----------------------- Principal Financial Officer,
Douglas R. Robinson Principal Accounting Officer
and Trustee