AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 1995
REGISTRATION NO. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________
FORM S-6
_______________
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
_______________
A. EXACT NAME OF TRUST:
EQUITY INCOME FUND
SELECT TEN RETIREMENT PORTFOLIO -
SERIES 1996
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
D. NAMES AND COMPLETE ADDRESSES OF AGENT FOR SERVICE:
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
COPIES TO:
PIERRE DE SAINT PHALLE, ESQ.
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the acquisition and deposit of the underlying
obligations.
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.
==============================================================================
SUBJECT TO COMPLETION, PROSPECTUS DATED OCTOBER 27, 1995
==============================================================================
300,000 UNITS EQUITY INCOME FUND,
SELECT TEN RETIREMENT PORTFOLIO -
SERIES 1996
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)
==============================================================================
A FINAL PROSPECTUS FOR A PRIOR SERIES OF DEFINED ASSET FUNDS-EQUITY
INCOME FUND SELECT TEN PORTFOLIO IS HEREBY INCORPORATED BY REFERENCE AND
USED AS A PRELIMINARY PROSPECTUS FOR THIS SERIES. THE NARRATIVE
INFORMATION AND STRUCTURE OF THE FINAL PROSPECTUS FOR THIS SERIES WILL BE
SUBSTANTIALLY THE SAME AS THAT OF THE PREVIOUS PROSPECTUS EXCEPT THAT THERE
IS ONLY ONE SPONSOR OF THIS SERIES AND UNITS OF THIS SERIES WILL BE SOLD
ONLY TO CERTAIN EMPLOYEE BENEFIT PLANS ESTABLISHED FOR EMPLOYEES OF MERRILL
LYNCH & CO., INC. AND ITS AFFILIATES ("ML PLANS"). A ML PLAN MAY BUY
UNITS ONLY DIRECTLY FROM THE TRUSTEE. NO SALES CHARGE WILL BE INCURRED BUT
THE SPONSOR WILL RECEIVE AN ADMINISTRATIVE FEE. INFORMATION WITH RESPECT
TO PRICING, THE NUMBER OF UNITS, DATES, SUMMARY INFORMATION, AND RISK
FACTORS REGARDING THE CHARACTERISTICS OF SECURITIES TO BE DEPOSITED IN THIS
SERIES IS NOT NOW AVAILABLE AND MAY BE DIFFERENT SINCE EACH SERIES HAS A
UNIQUE PORTFOLIO. ACCORDINGLY, THE INFORMATION CONTAINED HEREIN WITH
REGARD TO THE PREVIOUS SERIES SHOULD BE CONSIDERED AS BEING INCLUDED FOR
INFORMATIONAL PURPOSES ONLY. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES
OF THE SPONSOR WHO WILL BE INFORMED OF THE EXPECTED EFFECTIVE DATE OF THIS
SERIES AND WHO WILL BE SUPPLIED WITH COMPLETE INFORMATION WITH RESPECT TO
SUCH SERIES ON THE DAY OF AND IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT RELATING TO UNITS OF THIS SERIES.
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 THE
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.
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
A. The following information relating to the Depositors is
incorporated by reference to the SEC filings indicated and made a part of
this Registration Statement.
SEC FILE OR
IDENTIFICATION NO.
__________________
I. Bonding Arrangements and Date of Organization of the Depositors filed
pursuant to Items A and B of Part II of the Registration Statement on
Form S-6 under the Securities Act of 1933, as amended:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 2-52691
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
of the Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7721
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of 1933
(Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549
B. The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
[Trustee]
II-1
Supplemented final prospectuses from the following series of Defined
Asset Funds-Equity Income Fund (which are incorporated herein by reference)
may be used as a preliminary prospectus for this Series: Select Ten
Portfolio - 1995 Autumn Series (Reg. No. 33-59311).
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference to the Cross-
Reference Sheet to the Registration Statement of the Equity Income Fund,
Sixth Utility Common Stock Series, 1933 Act File No. 2-86836).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:
*1.1 -- Form of Trust Indenture
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit
1.1.1 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series-48, Defined
Asset Funds, 1933 Act File No. 33-50247).
2.1 -- Form of Certificate of Beneficial Interest (included in
Exhibit 1.1.1).
*3.1 -- Opinion of counsel as to the legality of the securities
being issued including their consent to the use of
their names under the heading "Taxes" and"
Miscellaneous--Legal Opinion'' in the Prospectus.
*5.1 -- Consent of independent public accountants.
__________
* To be filed with Amendment to Registration Statement.
R-1
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 27TH DAY OF OCTOBER, 1995.
Signatures appear on page R-3.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.
R-2
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a Powers of Attorney have been
majority of the Board of Directors of filed under Form SE and
Merrill Lynch, Pierce, Fenner & Smith the following 1933 Act
Incorporated: File Number: 33-43466
HERBERT M. ALLISON, JR.
BARRY S. FRIEDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By ERNEST V. FABIO
(As authorized signatory for
Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Attorney-in-fact for the persons listed above)
R-3
