EQUITY SECURITIES TRUST SERIES 7, S-6EL24, 1995-12-06

EQUITY SECURITIES TRUST SERIES 7
S-6EL24, 1995-12-06

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As filed with the Securities and Exchange Commission on December 6, 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 Securities Trust, Series 7, Signature Series, Individual
Investor's America's Fastest Growing Companies Trust

B. NAME OF DEPOSITOR:

Reich & Tang Distributors L.P.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
Peter J. DeMarco MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors L.P. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Equity Securities Trust, Series 7,
Signature Series, Individual Investor's America's Fastest Growing Companies
Trust is being registered under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940, as amended, and Rule
24f-2 thereunder.

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

Indefinite

G. AMOUNT OF FILING FEE:

$500 (as required by Rule 24f-2)

H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the Registration
Statement.

Check if it is proposed that this filing will become effective immediately
upon filing pursuant to Rule 487.

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

309761.3

<PAGE>

Equity Securities Trust, Series 7, Signature Series, Individual Investor's
America's Fastest Growing Companies Trust

CROSS-REFERENCE SHEET

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

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

Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

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

II. General Description of The Trust and Securities of the Trust

10. (a) Registered or bearer securities.... Certificates
(b) Cumulative or distributive
securities......................... Interest and Principal Distributions
(c) Redemption......................... Trustee Redemption
(d) Conversion, transfer, etc.......... Certificates, Sponsor's Repurchase,
Trustee Redemption
(e) Periodic payment plan.............. Not Applicable
(f) Voting rights...................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders....... Records, Portfolio, Substitution of
Securities, Trust Agreement,
Amendment and Termination, The
Sponsor, The Trustee
(h) Consents required.................. Trust Agreement, Amendment and
Termination
(i) Other provisions................... Tax Status
11. Type of securities comprising units.... Objectives, Portfolio,
Portfolio Summary
12. Certain information regarding periodic
payment certificates................... Not Applicable
13. (a) Load, fees, expenses, etc.......... Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts,
Sponsor's Profits, Trust Expenses
and Charges
(b) Certain information regarding
periodic payment certificates...... Not Applicable

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309761.3

<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

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

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor.............. The Sponsor
26. Fees received by depositor............. Not Applicable
27. Business of depositor.................. The Sponsor
28. Certain information as to officials
and affiliated persons of depositor.... Not Applicable
29. Voting securities of depositor......... Not Applicable
30. Persons controlling depositor.......... Not Applicable
31. Payments by depositor for certain
services rendered to trust............. Not Applicable

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309761.3

<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

32. Payments by depositor for certain
other services rendered to trust....... Not Applicable
33. Remuneration of employees of depositor
for certain services rendered to trust. Not Applicable
34. Remuneration of other persons for
certain services rendered to trust..... Not Applicable

IV. Distribution and Redemption of Securities

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

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of trustee. The Trustee
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

49. Fees and expenses of trustee........... Trust Expenses and Charges
50. Trustee's lien......................... Trust Expenses and Charges

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's
securities............................. None

VII. Policy of Registrant

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

VIII. Financial and Statistical Information

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

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309761.3

<PAGE>

Subject to Completion Dated December 6, 1995

EQUITY SECURITIES TRUST
SERIES 7, SIGNATURE SERIES,
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING
COMPANIES TRUST

Minimum Purchase: 100 Units

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

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

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

PROSPECTUS PART A DATED JANUARY , 1996

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 State.

309761.3

<PAGE>

EQUITY SECURITIES TRUST, SERIES 7
SIGNATURE SERIES, INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING COMPANIES TRUST
SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY , 1996*

Date of Deposit: January , 1996 Minimum Value of Trust: The
Aggregate Value of Securities**...... $ Trust may be terminated if
Aggregate Value of Securities the value of the Trust is
per 100 Units...................... $ lees than 40% of the
Number of Units...................... aggregate value of the
Fractional Undivided Interest in Securities at the
Trust.............................. 1/ completion of the Deposit
Public Offering Price+ Period.
Aggregate Value of Securities in Mandatory Termination Date:
Trust** The earlier of January __,
Divided By Units (times 100)... $ 1997 or the disposition of
Plus Sales Charge of 2.9% of Public the last Chase Manhattan
Offering Price per 100 units..... $ Bank, N.A.
Public Offering Price per Trustee's Annual Fee: $90
100 Units+++..................... $1,000.00 per 100 Units outstanding
Sponsor's Repurchase Price and Estimated Annual Organizational
Redemption Price per 100 Units++++. Expenses***: $___ per 100
Excess of Public Offering Price Over units
Redemption Price per 100 Units..... $ Estimated Offering Costs***:
Evaluation Time: 4:00 p.m. New York $___ per 100 units
Time. Portfolio Consultant: I.I.
Minimum Principal Distribution: Strategic Consultants, Inc.
$1.00 per Units Other Annual Fees and Expenses:
Liquidation Period: Beginning 60 $.38 per 100 Units
days prior to the Mandatory outstanding
Termination Date. Sponsor: Reich & Tang
Distributors L.P.
Sponsor's Annual Supervisory
Fee: Maximum of $.25 per 100
Units outstanding (see "Trust
Expenses and Charges" in Part
B).
Record Date++: First day of the
last month of each quarter
Dividend distribution date++:
Fifteenth day of the last
month of each quarter

* The business day prior to the initial Date of Deposit. The initial Date
of Deposit is the date on which the Trust Agreement was signed and the deposit
of Securities with the Trustee made.
** Includes accrued income receivable.
*** Although historically the sponsors of unit investment trusts ("Units")
have paid all the costs of establishing such Units, this Trust (and therefore
the Certificateholders) will bear all or a portion of its organizational
costs. Such organizational costs include: the cost of preparing and printing
the registration statement, the trust indenture and the closing documents; and
the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. Offering costs, including the costs of
registering securities with the Securities and Exchange Commission and the
states, will be amortized over the term of the initial offering period, which
may be between 30 and 90 days.
See "Trust Expenses" in Part B.
+ Per 100 units.
++ The first dividend distribution will be made on 15, 1996 (the "First
Distribution Date") to all Certificateholders of record on 1, 1996 (the "First
Record Date"). The regular quarterly payment will begin on 15, 1996.
+++ On the initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
++++ Any redemptions of over 2,500 units may, upon request by a redeeming
Certificateholder, be made in kind. The Trustee will forward the distributed
securities to the Certificateholder's bank or broker-dealer account at The
Depository Trust Company in book-entry form. See "Liquidity-Trustee
Redemption" in Part B.

Description of Portfolio

Number of Issues: ( issuers) Number of Issues by Industry:

( %)
( %)

(NYSE %; AMEX %; Over the Counter %)

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309761.3

<PAGE>

THE TRUST

The Trust is a unit investment trust designated Equity Securities
Trust, Series 7, Signature Series, Individual Investor's America's Fastest
Growing Companies Trust ("Trust"). The Sponsor is Reich & Tang Distributors
L.P. The objective of the Trust is to seek to achieve capital appreciation.
Neither the Sponsor nor the Portfolio Consultant can give assurance that the
Trust's objective can be achieved. The Trust contains an underlying portfolio
consisting primarily of common stock and contracts and funds for the purchase
of such securities (collectively, the "Securities"), which have been purchased
by the Trust based upon the recommendations of the portfolio consultant, I.I.
Strategic Consultants, Inc. (the "Portfolio Consultant"). In selecting the
Securities for the Trust, the Portfolio Consultant has selected stocks
predominately from its list of America's Fastest Growing Companies ("AFGC").
The parameters for inclusion on the AFGC list are rigid, centered around a
proprietary ranking system called the II Power Rating. To compile the index,
the Portfolio Consultant's research team first extensively analyzed all of the
stocks appearing on the AFGC list in the past twelve months. In order to
appear on that list, a company must: (i) post quarterly earnings growth of
100% or more; (ii) show positive revenue comparisons; and (iii) have at least
$0.05 per share in earnings. The resulting list was further narrowed down by
applying a number of additional fundamental and subjective criteria, ranging
from revenue growth to cash flow analysis. The Portfolio Consultant then
applied its twelve Power Rating criteria to the remaining companies. The
rankings are based on the following dozen criteria: three- and one-year
revenue growth; three- and one-year net income growth; balance sheet strength;
return on shareholders' equity; return on assets; the ratio of a company's
current price-earnings multiple to its projected earnings growth rate; cash
flows; price-sales multiples; debt-equity ratios; and operating profit
margins. Finally, the strongest remaining companies in the Power Rating were
judged against each other in order to determine their relative strength. See
"Risk Considerations" in this Part A and in Part B. The Trust will terminate
one year after the initial Date of Deposit. Upon termination,
Certificateholders may elect to receive their terminating distributions in
cash, in the form of in-kind distributions of the Trust's Securities or may
utilize their terminating distributions to purchase units of a future series
of the Trust at a reduced sales charge. See "Termination" in this Part A and
"Trust Administration -- Trust Termination" in Part B. issues have been
deposited in the Trust and issues are represented by the Sponsor's contracts
to purchase, which are expected to settle on or about January , 1996.

With the deposit of the Securities in the Trust on the initial Date
of Deposit, the Sponsor established a proportionate relationship among the
aggregate value of the specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may, but is not
obligated to, deposit from time to time additional Securities in the Trust
("Additional Securities"), contracts to purchase Additional Securities or cash
(or a bank letter of credit in lieu of cash) with instructions to purchase
Additional Securities, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio immediately prior to such deposit, thereby creating additional
Units which will be offered to the public by means of this Prospectus. These
additional Units will each represent, to the extent practicable, an undivided
interest in the same number and type of securities of identical issuers as are
represented by Units issued on the initial Date of Deposit. It may not be
possible to maintain the exact original proportionate relationship among the
number of shares of Securities in the Trust portfolio on the initial Date of
Deposit with the deposit of Additional Securities because of among other
reasons, purchase requirements, changes in prices, or the unavailability of
Securities.

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309761.3

<PAGE>

Deposits of Additional Securities in the Trust subsequent to the 90-day period
following the initial Date of Deposit (the "Deposit Period") must replicate
exactly the proportionate relationship among the number of shares of
Securities in the Trust portfolio at the end of the initial 90-day period. The
number and identify of Securities in the Trust will be adjusted to reflect the
disposition of Securities and/or the receipt of a stock dividend, a stock
split or other distribution with respect to such Securities or the
reinvestment of the proceeds distributed to Certificateholders. The portfolio
of the Trust may change slightly based on such disposition and reinvestment.
Securities received in exchange for shares will be similarly treated.
Substitute Securities may be acquired under specified conditions when
Securities originally deposited in the Trust are unavailable (see "The Trust
- -- Substitution of Securities" in Part B). As additional Units are issued by
the Trust as a result of the deposit of Additional Securities, the aggregate
value of the Securities in the Trust will be increased and the fractional
undivided interest in the Trust represented by each unit will be decreased. As
of the Date of Deposit, Units in the Trust represent an undivided interest in
the principal and net income of the Trust in the ratio of one hundred Units
for the indicated initial aggregate value of Securities in the Trust on the
initial Date of Deposit as is set forth in the Summary of Essential
Information (See "The Trust -- Organization" in Part B) (For the specific
number of Units in the Trust as of the initial Date of Deposit, see "Summary
of Essential Information" in this Part A).

The Sponsor does not make a primary over-the-counter market in any
of the securities in the Trust portfolio.

RISK CONSIDERATIONS

An investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in the Securities
including for common [and preferred] stocks, the risk that the financial
condition of the issuers of the Securities may become impaired or that the
general condition of the stock market may worsen (both of which may contribute
directly to a decrease in the value of the Securities and thus in the value of
the Units). (See "Risk Considerations" in Part B of this Prospectus.) The
portfolio of the Trust if fixed and not "managed" by the Sponsor or the
Portfolio Consultant. All the Securities in the Trust are liquidated during a
60 day period at the termination of the three year life of the Trust. Since
the Trust will not sell Securities in response to ordinary market fluctuation,
but only at the Trust's termination or to meet redemptions, the amount
realized upon the sale of the Securities may not be the highest price attained
by an individual Security during the life of the Trust.

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

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

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

A-4
309761.3

<PAGE>

PUBLIC OFFERING PRICE

The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities (the price at which they could be
directly purchased by the public assuming they were available) in the Trust
divided by the number of Units outstanding times 100 plus a sales charge of
2.9% of the Public Offering Price per 100 Units or 2.987% of the net amount
invested in Securities per 100 Units. (See "Summary of Essential
Information.") Any cash held by the Trust will be added to the Public Offering
Price. For additional information regarding the Public Offering Price, the
description of dividend and principal distributions, repurchase and redemption
of Units and other essential information regarding the Trust, see the Summary
of Essential Information for the Trust. During the initial offering period
orders involving at least 10,000 Units will be entitled to a volume discount
from the Public Offering Price. The Public Offering Price per Unit may vary on
a daily basis in accordance with fluctuations in the aggregate value of the
underlying Securities. (See "Public Offering" in Part B.) The figures above
assume a purchase of 100 Units. The price of a single Unit, or any multiple
thereof, is calculated by dividing the Public Offering Price per 100 Units by
100 and multiplying by the number of Units.

DISTRIBUTIONS

Distributions of dividends received, less expenses, will be made by
the Trust quarterly. The first dividend distributions will be made on the
First Distribution Date to all Certificateholders of record on the First
Record Date and thereafter distributions will be made quarterly on the 15th
day of the last month of every quarter (the "Quarterly Distribution Date").
(See "Rights of Certificateholders -- Distributions" in Part B. For the
specific dates representing the First Distribution Date and the First Record
Date, see "Summary of Essential Information.")

MARKET FOR UNITS

The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units of the Trust after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the Trust portfolio. (See "Liquidity --
Sponsor Repurchase" for a description on how the secondary market repurchase
price will be determined.) If a market is not maintained a Certificateholder
will be able to redeem his Units with the Trustee, (See Liquidity -- Trustee
Redemption" in Part B.) The principal trading market for certain other
Securities may in the over-the-counter market. As a result, the existence of a
liquid trading market for these Securities may depend on whether dealers will
make a market in these Securities. There can be no assurance of the making or
the maintenance of a market for any of the Securities contained in the Trust
portfolio or of the liquidity of the Securities in any markets made. In
addition, the Trust may be restricted under the Investment Company Act of 1940
from selling Securities to the Sponsor. The price at which the Securities may
be sold to meet redemptions and the value of the Units will be adversely
affected if trading markets for the Securities are limited or absent.

TERMINATION

During the 60 day period prior to the Mandatory Termination Date
(the "Liquidation Period"), Securities will begin to be sold in connection
with the termination of the Trust and all Securities will be sold by the
Mandatory Termination Date. The Trustee may utilize the services of the
Sponsor for the sale of all or a portion of the Securities in the Trust. The
Sponsor will receive brokerage commissions from the Trust in connection with
such sales in accordance with applicable law. The Sponsor will determine the
manner, timing and execution of the sales of the underlying Securities.
Certificateholders may elect one of the three options in receiving their
terminating distributions. Certificateholders may elect: (1) to receive their
pro rata share of the underlying Securities in kind, if they own at least
2,500 units, (2) to receive cash upon the liquidation of their pro rata share
of the underlying

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309761.3

<PAGE>

Securities or (3) subject to the receipt by the Trust of an appropriate
exemptive order from the Securities and Exchange Commission, to invest the
amount of cash they would have received upon the liquidation of their pro rata
share of the underlying Securities in units of a future series of the Trust
(if one is offered) at a reduced sales charge. See "Trust Administration --
Trust Termination" in Part B for a description of how to select a termination
distribution option.

The Sponsor will attempt to sell the Securities as quickly as it can
during the Liquidation Period without, in its judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will
in any event be disposed of by the end of the Liquidation Period. The Sponsor
does not anticipate that the period will be longer than 60 days, and it could
be as short as one day, depending on the liquidity of the Securities being
sold. The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available for sale on any
particular day.

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

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

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<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Sponsor, Trustee, and Certificateholders,
Equity Securities Trust, Series 7, Signature Series,
Individual Investor's America's Fastest Growing Companies Trust

We have audited the accompanying Statement of Condition and
Portfolio (the "financial statements") of the Equity Securities Trust, Series
7, Signature Series, Individual Investor's America's Fastest Growing Companies
Trust as of January , 1996. These financial statements are the responsibility
of the Sponsor. Our responsibility is to express an opinion on these financial
statements 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 financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion. The irrevocable letter of credit deposited in connection with
the securities owned as of January , 1996, pursuant to contracts to purchase,
as shown in the Statement of Condition, were confirmed to us by The Chase
Manhattan Bank, N.A., the Trustee.

In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Equity Securities Trust,
Series 7, Signature Series, Individual Investor's America's Fastest Growing
Companies Trust, at January , 1996, in conformity with generally accepted
accounting principles.

New York, New York
January , 1996

A-7
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<PAGE>

EQUITY SECURITIES TRUST, SERIES 7, SIGNATURE SERIES,
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES TRUST
STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, JANUARY , 1996
TRUST PROPERTY

SERIES 7
--------

Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (1)...... $
Accrued Income Receivable....................................
Organizational Costs(2)......................................
Offering Costs(3)............................................ -------
Total........................................................ $
=======

INTEREST OF CERTIFICATEHOLDERS

Liability for Accrued Income to Date of Deposit.............. $
Interest of Certificateholders -- Units of Fractional
Undivided Interest Outstanding
(Series 7: Units)
Cost to Certificateholders(4)............................. --------
Accrued Liabilities(2 and 3).............................. --------
Less-Gross Underwriting Commissions(5).................... --------
Net Amount Applicable to Certificateholders...............
Total..................................................... $
========

(1) Aggregate cost to the Trust of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on January , 1996. Irrevocable
letters of credit issued by State Street Bank and Trust Company in an
aggregate amount of $ have been deposited with the Trustee to cover the
purchase of $ of Securities pursuant to contracts to purchase such Securities.
(2) Organizational costs incurred by the Trust have been deferred and
will be amortized over the life of the Trust. The Trust will reimburse the
Sponsor for actual organizational costs incurred. To the extent the Trust is
larger or smaller, the actual dollar amount reimbursed may vary.
(3) Offering costs incurred by the Trust have been deferred and will be
amortized no later than the close of the period during which Units of the
Trust are first sold to the public.
(4) Aggregate public offering price computed on Units of Series 7 on the
basis set forth under "Public Offering -- Offering Price" in Part B.
(5) Sales charge of 2.9% computed on Units of Series 7 on the basis set
forth under "Public Offering Price" in Part B.

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<PAGE>

EQUITY SECURITIES TRUST
SERIES 7, SIGNATURE SERIES,
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES TRUST

PORTFOLIO

AS OF JANUARY , 1996
A MONTHLY PAYMENT SERIES

<TABLE>

Number of Percentage Market Cost of
Portfolio Securities of Value Securities
No. (Shs./Princ.) Name of Issuer (2) Fund (1) Per Share to Trust (3)
- ----------- ---------------- --------------------------- ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Shs. % $ $

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

Total Investment in
Securities ------------- ------------

Accrued Income Receivable -------------
------------

Grand Total % $
============= ============
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into on .
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be January ,
1996.
(3) Evaluation of Securities by the Trustee was made on the basis of
closing sales prices at the Evaluation Time on the day prior to the
Initial Date of Deposit.

Additional information regarding the Trust is as follows:

Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)
-------------- ---------------

$ $

A-9
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<PAGE>

UNDERWRITING SYNDICATE

The names and addresses of the Underwriters of the Units and their
participation in the offering of Equity Securities Trust, Series 7, Signature
Series, Individual Investor's America's Fastest Growing Companies Trust are as
follows:

% of
EST Series 7
------------
REICH & TANG DISTRIBUTORS L.P.
600 Fifth Avenue
New York, New York 10020.................................... %

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<PAGE>

UNDERWRITING SYNDICATE

% of
EST Series 7
------------

------
TOTAL.......................................................... 100%
======

A-11
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<PAGE>

EQUITY SECURITIES TRUST
SERIES 7,
SIGNATURE SERIES, INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING COMPANIES TRUST

PROSPECTUS PART B

PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUST

Organization

Equity Securities Trust, Series 7, Signature Series, Individual
Investor's America's Fastest Growing Companies Trust consists of a "unit
investment trust" designated as set forth in Part A. The Trust was created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Trust Agreement"), dated the initial Date of Deposit, among
Reich & Tang Distributors L.P., as Sponsor, and The Chase Manhattan Bank, N.A.
as Trustee.

On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock and preferred stock, including funds and delivery statements
relating to contracts for the purchase of certain such securities
(collectively, the "Securities") with an aggregate value as set forth in Part
A and cash or an irrevocable letter of credit issued by a major commercial
bank in the amount required for such purchases. Thereafter the Trustee, in
exchange for the Securities so deposited, delivered to the Sponsor the
Certificates evidencing the ownership of all Units of the Trust. The Sponsor
has a limited right to substitute other securities in the Trust portfolio in
the event of a failed contract. See "The Trust--Substitution of Securities".
The Sponsor may also, in certain circumstances, direct the Trustee to dispose
of certain Securities if the Sponsor believes that, because of market or
credit conditions, or for certain other reasons, retention of the Security
would be detrimental to Certificateholders. (See "Trust
Administration--Portfolio Supervision.")

As of the day prior to the initial Date of Deposit, a "Unit" represents
an undivided interest or pro rata share in the Securities of the Trust in the
ratio of one hundred Units for the indicated amount of the aggregate market
value of the Securities initially deposited in the Trust as is set forth in
the "Summary of Essential Information". To the extent that any Units are
redeemed by the Trustee, the fractional undivided interest or pro rata share
in such Trust represented by each unredeemed Unit will increase, although the
actual interest in such Trust represented by such fraction will remain
unchanged. Units will remain outstanding until redeemed upon tender to the
Trustee by Certificateholders, which may include the Sponsor or the
Underwriters, or until the termination of the Trust Agreement.

With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
initial aggregate value of specified Securities in the Trust. During the 90
days subsequent to the initial Date of Deposit, the Sponsor may deposit
additional Securities in the Trust that are substantially similar to the
Securities already deposited in the Trust ("Additional Securities"), contracts
to purchase Additional Securities or cash (or a bank letter of credit in lieu
of cash) with instructions to purchase Additional Securities, in order to
create additional Units, maintaining to the extent practicable the original
proportionate relationship of the number of shares of each Security in the
Trust portfolio on the initial Date of Deposit. These additional Units will
each represent, to the extent practicable, an undivided interest in the same
number and type of securities of identical issuers as are represented by Units
issued on the initial Date of Deposit. It may not be possible to maintain the

309761.3

<PAGE>

exact original proportionate relationship among the Securities deposited on
the initial Date of Deposit because of, among other reasons, purchase
requirements, changes in prices, or unavailability of Securities. The number
and identity of Securities in the Trust will be adjusted to reflect the
disposition of Securities and/or the receipt of a stock dividend, a stock
split or other distribution with respect to shares. Securities received in
exchange for shares will be similarly treated. The portfolio of the Trust may
change slightly based on such disposition and reinvestment. Substitute
Securities may be acquired under specified conditions when Securities
originally deposited in the Trust are unavailable (see "The
Trust--Substitution of Securities" below). Units may be continuously offered
to the public by means of this Prospectus (see "Public Offering --
Distribution of Units") resulting in a potential increase in the number of
Units outstanding. As additional Units are issued by the Trust as a result of
the deposit of Additional Securities, the aggregate value of the Securities in
the Trust will be increased and the fractional undivided interest in the Trust
represented by each Unit will be decreased.

Objectives

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

The Securities

In selecting the Securities for the Trust, the Portfolio Consultant has
selected stocks from its 1995 list of America's Fastest Growing Companies
("AFGC"). The parameters for inclusion on the AFGC list are rigid, centered
around a proprietary ranking system called the II Power Rating. To compile the
index, the Portfolio Consultant's research team first extensively analyzed all
of the stocks appearing on the AFGC list in the past twelve months. In order
to appear on that list, a company must: (i) post quarterly earnings growth of
100% or more; (ii) show positive revenue comparisons; and (iii) have at least
$0.05 per share in earnings. The resulting list was further narrowed down by
applying a number of additional fundamental and subjective criteria, ranging
from revenue growth to cash flow analysis. The Portfolio Consultant then
applied its twelve Power Rating criteria to the remaining companies. The
rankings are based on the following dozen criteria: three- and one-year
revenue growth; three- and one-year net income growth; balance sheet strength;
return on shareholders' equity; return on assets; the ratio of a company's
current price-earnings multiple to its projected earnings growth rate; cash
flows; price-sales multiples; debt-equity ratios; and operating profit
margins. Finally, the strongest remaining companies in the Power Rating were
judged against each other in order to determine their relative strength.

Portfolio

The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon the
creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to time
may be sold under certain circumstances, as described (see "Trust
Administration"), no assurance can be given that the Trust will retain for any
length of time its present size and composition. The Trustee has not
participated and will not participate in the selection of Securities for the
Trust, and neither the Sponsor, the Portfolio Consultant nor the Trustee will
be liable in any way for any default, failure or defect in any Securities.

B-2
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<PAGE>

All of the Securities are publicly traded either on a stock exchange or
in the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for
Securities is thus expected to take place prior to the settlement of purchase
of Units on the initial Date of Deposit.

Substitution of Securities

Neither the Sponsor, the Portfolio Consultant nor the Trustee shall be
liable in any way for any default, failure or defect in any of the Securities.
In the event of a failure to deliver any Security that has been purchased for
the Trust under a contract ("Failed Securities"), the Sponsor is authorized
under the Trust Agreement to direct the Trustee to acquire other securities
("Substitute Securities") to make up the original corpus of the Trust. In
addition, the Sponsor, at its option, is authorized under the Trust Agreement
to direct the Trustee to reinvest in Substitute Securities the proceeds of the
sale of any of the Securities only if such sale was due to unusual
circumstances as set forth under "Trust Administration--Portfolio
Supervision."

The Substitute Securities must be purchased within 20 days after the sale
of the portfolio Security or delivery of the notice of the failed contract.
Where the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Failed Securities. Where the Sponsor purchases Substitute
Securities in order to replace Securities they sold, the Sponsor will endeavor
to select Securities which are equity securities that possess characteristics
that are consistent with the objectives of the Trust as set forth above. Such
selection may include or be limited to Securities previously included in the
portfolio of the Trust.

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

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

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

RISK CONSIDERATIONS

Fixed Portfolio

The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. The Trust is not a
"managed registered investment company" and Securities will not be sold by the
Trustee as a result of ordinary market fluctuations. Unlike a managed
investment company in which there may be frequent changes in the portfolio

B-3
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<PAGE>
of securities based upon economic, financial and market analyses, securities
of a unit investment trust, such as the Trust, are not subject to such
frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. Some of the Securities in the Trust may also be owned by other
clients of the Sponsor and its affiliates. However, because these clients may
have differing investment objectives, the Sponsor may sell certain Securities
from those accounts in instances where a sale by the Trust would be
impermissible, such as to maximize return by taking advantage of market
fluctuations. (See "Trust Administration--Portfolio Supervision" below.)
Potential investors also should be aware that the Portfolio Consultant may
change its views as to the investment merits of any of the Securities during
the life of The Trust and therefore should consult their own financial
advisers with regard to a purchase of Units. In addition, investors should be
aware that the Portfolio Consultant, and its affiliates, currently act and
will continue to act as investment adviser for managed investment companies
and managed private accounts that may have similar or different investment
objectives from the Trust. Some of the Securities in the Trust may also be
owned by these other clients of the Portfolio Consultant and its affiliates.
However, because these clients have "managed" portfolios and may have
differing investment objectives, the Portfolio Consultant may sell certain
Securities from those accounts in instances where a sale by the Trust would be
impermissible, such as to maximize return by taking advantage of market
fluctuation. Investors should consult with their own financial advisers prior
to investing in the Trust to determine its suitability. (See "Trust
Administration--Portfolio Supervision.") All the Securities in the Trust are
liquidated during a 60 day period at the termination of the one-year life of
the Trust. Since the Trust will not sell Securities in response to ordinary
market fluctuation, but only at the Trust's termination or upon the occurrence
of certain events, the amount realized upon the sale of the Securities may not
be the highest price attained by an individual Security during the life of the
Trust.

Additional Securities

Investors should be aware that in connection with the creation of
additional Units subsequent to the initial Date of Deposit, the Sponsor may
deposit Additional Securities, contracts to purchase Additional Securities or
cash (or letter of credit in lieu of cash) with instructions to purchase
Additional Securities, in each instance maintaining the original proportionate
relationship, subject to adjustment under certain circumstances, of the
numbers of shares of each Security in the Trust. To the extent the price of a
Security increases or decreases between the time cash is deposited with
instructions to purchase the Security at the time the cash is used to purchase
the Security, Units may represent less or more of that Security and more or
less of the other Securities in the Trust. In addition, brokerage fees (if
any) incurred in purchasing Securities with cash deposited with instructions
to purchase the Securities will be an expense of the Trust. Price fluctuations
between the time of deposit and the time the Securities are purchased, and
payment of brokerage fees, will affect the value of every Certificateholder's
Units and the Income per Unit received by the Trust. In particular,
Certificateholders who purchase Units during the initial offering period would
experience a dilution of their investment as a result of any brokerage fees
paid by the Trust during subsequent deposits of Additional Securities
purchased with cash deposited. In order to minimize these effects, the Trust
will try to purchase Securities as near as possible to the Evaluation Time or
at prices as close as possible to the prices used to evaluate Trust Units at
the Evaluation Time.

Common Stock

Since the Trust contains common stocks of domestic issuers, an investment
in Units of the Trust should be made with an understanding of the risks
inherent in any investment in common stocks including the risk that the
financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in
the value of the Units). Additional risks include risks associated with the
right to receive payments from the issuer which is generally inferior to the
rights of creditors of, or holders of debt obligations or preferred stock
issued by, the issuer. Holders of common stocks have a right to receive
dividends only when, if, and in the amounts declared by the issuer's board of
directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. By contrast, holders of preferred stocks usually have the right

B-4
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<PAGE>

to receive dividends at a fixed rate when and as declared by the issuer's
board of directors, normally on a cumulative basis. Dividends on cumulative
preferred stock must be paid before any dividends are paid on common stock and
any cumulative preferred stock dividend which has been omitted is added to
future dividends payable to the holders of such cumulative preferred stock.
Preferred stocks are also usually entitled to rights on liquidation which are
senior to those of common stocks. For these reasons, preferred stocks
generally entail less risk than common stocks.

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), common stocks have neither
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the common stocks remain outstanding.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The value of the common stocks in the Trust thus may be expected to fluctuate
over the life of the Trust to values higher or lower than those prevailing on
the initial Date of Deposit.

The Trust may purchase Securities that are not registered ("Restricted
Securities") under the Securities Act of 1933 (the "Securities Act"), but can
be offered and sold to "qualified institutional buyers" as that term is
defined in the Securities Act. See "Liquidity" below for the risks inherent in
the purchase of Restricted Securities.

Small Capitalization Stock

Investing in small capitalization stocks may involve greater risk than
investing in medium and large capitalization stocks, since they can be subject
to more abrupt or erratic movements. Small market capitalization companies
("Small-Cap Companies") are those with market capitalizations of $750 million
or less at the time of the Trust's investment. Many Small-Cap Companies will
have had their securities publicly traded, if at all, for only a short period
of time and will not have had the opportunity to establish a reliable trading
pattern through economic cycles. The price volatility of Small-Cap Companies
is relatively higher than larger, older and more mature companies. The greater
price volatility of Small-Cap Companies may result from the fact that there
may be less market liquidity, less information publicly available or fewer
investors who monitor the activities of these companies. In addition, the
market prices of these securities may exhibit more sensitivity to changes in
industry or general economic conditions. Some Small-Cap Companies will not
have been in existence long enough to experience economic cycles or to know
whether they are sufficiently well managed to survive downturns or
inflationary periods. Further, a variety of factors may affect the success of
a company's business beyond the ability of its management to prepare or
compensate for them, including domestic and international political
developments, government trade and fiscal policies, patterns of trade and war
or other military conflict which may affect particular industries or markets
or the economy generally.

Portfolio Consultant

Investors should be aware that the Portfolio Consultant, with its
affiliates, is an investment adviser for a private investment partnership, which
is currently their only advisory client, that may have similar or different
investment objectives than the Trust. Some of the Securities in the Trust may
also be owned by these other clients of the Portfolio Consultant and its
affiliates. However, because these clients have "managed" portfolios and may
have differing investment objectives, the Portfolio Consultant may sell certain
Securities for those accounts in instances where a sale of the Trust would be
impermissible, such as to maximize

B-5
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<PAGE>

return by taking advantage of market fluctuations. In addition, the companies
whose Securities are included in the Portfolio may be profiled or otherwise
reviewed in those publications which are published by the affiliates of the
Portfolio Consultant. These publications may cause buying or selling activity
in these Securities for various reasons which may impact the prices of the
Securities. Further, these publications may recommend or cause selling activity
regarding certain Securities in instances where a sale by the Trust would be
impermissable. (See "Trust Administration--The Portfolio Consultant".)

Liquidity

The Trust may purchase securities that are not registered ("Restricted
Securities") under the Securities Act, but can be offered and sold to
"qualified institutional buyers" under Rule 144A under the Securities Act.
Since it is not possible to predict with assurance exactly how this market for
Restricted Securities sold and offered under Rule 144A will develop, the
Sponsor will carefully monitor the Trust's investments in these securities,
focusing on such factors, among others, as valuation, liquidity and
availability of information. This investment could have the effect of
increasing the level of illiquidity in the Trust to the extent that qualified
institutional buyers become for a time uninterested in purchasing these
Restricted Securities. See "Summary of Essential Information" for the
percentage of Restricted Securities held in the Trust portfolio.

Legal Proceedings and Litigation

At any time after the initial Date of Deposit, legal proceedings may be
initiated on various grounds, or legislation may be enacted, with respect to
the Securities in the Trust or to matters involving the business of the issuer
of the Securities. There can be no assurance that future legal proceedings or
legislation will not have a material adverse impact on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
and investment goals.

There is no assurance that any dividends will be declared or paid in the
future on the Securities. Investors should be aware that there is no assurance
that the Trust's objectives will be achieved.

PUBLIC OFFERING

Offering Price

The aggregate value of the Securities is determined in good faith by the
Trustee on each "Business Day" as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on
the NASDAQ National Market System, this evaluation is generally based on the
closing sale prices on that exchange or that system as of the Evaluation Time
(unless the Trustee deems these prices inappropriate as a basis for
valuation). If the Securities are not so listed or, if so listed and the
principal market therefor is other than on the exchange, the evaluation
generally shall be based on the closing purchase price in the over-the-counter
market (unless the Trustee deems these prices inappropriate as a basis for
evaluation) or if there is no such closing purchase price, then the Trustee
may utilize, at the Trust's expense, an independent evaluation service or
services to ascertain the values of the Securities. The independent evaluation

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<PAGE>

service shall use any of the following methods, or a combination thereof,
which it deems appropriate: (a) on the basis of current bid prices for
comparable securities, (b) by appraising the value of the Securities on the
bid side of the market or by such other appraisal deemed appropriate by the
Trustee or (c) by any combination of the above, each as of the Evaluation
Time.

Volume and Other Discounts

Units of the Trust are available at a volume discount from the Public
Offering Price during the initial public offering based upon the number of
Units purchased. This volume discount will result in a reduction of the sales
charge applicable to such purchases. The amount of the volume discount and the
approximate reduced sales charge on the Public Offering Price applicable to
such purchases are as follows:

Number of Units Approximate Reduced Sales Charge

10,000 but less than 25,000 2.7%
25,000 but less than 50,000 2.5%
50,000 but less than 75,000 2.2%
75,000 but less than 100,000 2.0%
100,000 or more 1.5%

These discounts will apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by the
same purchasers in separate transactions during the initial public offering
period will be aggregated for purposes of determining if such purchaser is
entitled to a discount provided that such purchaser must own at least the
required number of Units at the time such determination is made. Units held in
the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed for the purposes hereof to be
registered in the name of the purchaser. The discount is also applicable to a
trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account.

Employees (and their immediate families) of Reich & Tang Distributors
L.P. (and its affiliates), may, pursuant to employee benefit arrangements,
purchase Units of the Trust at a price equal to the net asset value of the
underlying securities in the Trust during the initial offering period, divided
by the number of Units outstanding at no sales charge. Employees (and their
immediate families) of the Portfolio Consultant and of any underwriter of the
Trust may, purchase Units of the Trust at a price equal to the market value of
the underlying securities in the Trust during the initial offering period,
divided by the number of units outstanding plus a reduced sales charge of [ ]%
per Unit (such amount may be reduced for employees of certain underwriters
depending on the amount of the underwriter concession available with respect
to that purchase). Such arrangements result in less selling effort and selling
expenses than sales to employee groups of other companies. Resales or
transfers of Units purchased under the employee benefit arrangements may only
be made through the Sponsor's secondary market, so long as it is being
maintained.

Distribution of Units

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, Units
will be distributed by the Sponsor, the Underwriters and dealers at the Public
Offering Price. (See "Underwriting Syndicate" in Part A.) The initial offering
period is thirty days after each deposit of Securities in the Trust and,
unless all Units are sold prior thereto, the Sponsor may extend the initial
offering period for successive thirty day periods. Certain banks and thrifts
will make Units of the Trust available to their customers on an agency basis.
A portion of the sales charge paid by their customers is retained by or
remitted to the banks. Under the Glass-Steagall Act, banks are prohibited from
underwriting Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have indicated that these particular
agency transactions are permitted under such Act. In addition, state
securities laws on this issue may differ from the interpretations of federal

B-7
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<PAGE>

law expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.

The Sponsor intends to qualify the Units for sale in substantially all
States through the Underwriters and through dealers who are members of the
National Association of Securities Dealers, Inc. Units may be sold to dealers
at prices which represent a concession of up to 2% per Unit, subject to the
Sponsor's right to change the dealers' concession from time to time. In
addition, for transactions of at least 100,000 Units or more, the Sponsor
intends to negotiate the applicable sales charge and such charge will be
disclosed to any such purchaser. Such Units may then be distributed to the
public by the dealers at the Public Offering Price then in effect. Units may
be purchased by the Portfolio Consultant at net asset value. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units. In addition, any dealer, underwriter or firm who purchases Units on
the initial Date of Deposit will be paid an additional concession of $1.00 per
100 Units purchased that day. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units. The Sponsor reserves
the right to change the discounts from time to time.

Underwriters and broker-dealers of the Trust, banks and/or others are
eligible to participate in a program in which such firms receive from the
Sponsor a nominal award for each of their registered representatives who have
sold a minimum number of units of unit investment trusts created by the
Sponsor during a specified time period. In addition, at various time the
Sponsor may implement other programs under which the sales forces of
Underwriters, brokers, dealers, banks and/or others may be eligible to win
other nominal awards for certain sales efforts or under which the Sponsor will
reallow to any such Underwriters, brokers, dealers, banks and/or others that
sponsor sales contests or recognition programs conforming to criteria
established by the Sponsor, or participate in sales programs sponsored by the
Sponsor, an amount not exceeding the total applicable sales charges on the
sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant
to objective criteria established by the Sponsor pay fees to qualifying
Underwriters, brokers, dealers, banks and/or others for certain services or
activities which are primarily intended to result in sales of Units of the
Trust. Such Payments are made by the Sponsor out of their own assets and not
out of the assets of the Trust. These programs will not change the price
Certificateholders pay for their Units or the amount that the Trust will
receive from the Units sold.

Sponsor's and Underwriters' Profits

The Sponsor and the Underwriters will receive a combined gross
underwriting commission equal to up to 2.9% of the Public Offering Price per
100 Units (equivalent to 2.987% of the net amount invested in the Securities).
Additionally, the Sponsor may realize a profit on the deposit of the
Securities in the Trust representing the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust (See
"Portfolio"). The Sponsor or any Underwriter may realize profits or sustain
losses with respect to Securities deposited in the Trust which were acquired
from underwriting syndicates of which they were a member.

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

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

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

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

RIGHTS OF CERTIFICATEHOLDERS

Certificates

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

Distributions

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

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

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

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

Records

The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of dividends and interest, if any, and
the amount of other receipts, if any, which are being distributed, expressed
in each case as a dollar amount per 100 Units. Within a reasonable time after
the end of each calendar year the

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

The Trustee shall keep available for inspection by Certificateholders at
all reasonable times during usual business hours, books of record and account
of its transactions as Trustee, including records of the names and addresses
of Certificateholders, Certificates issued or held, a current list of
Securities in the portfolio and a copy of the Trust Agreement.

TAX STATUS

The following is a general discussion of certain of the Federal income
tax consequences of the purchase, ownership and disposition of the Units. The
summary is limited to investors who hold the Units as "capital assets"
(generally, property held for investment) within the meaning of Section 1221
of the Internal Revenue Code of 1986, as amended (the "Code").
Certificateholders should consult their tax advisers in determining the
Federal, state, local and any other tax consequences of the purchase,
ownership and disposition of Units.

In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein. In the Opinion of Battle Fowler LLP, special
counsel for the Sponsor, under existing law:

1. The Trust will be classified as a grantor trust for Federal
income tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause
the Trust not to be subject to Federal Income tax, and will cause the
Certificateholders of the Trust to be treated for Federal income tax
purposes as the owners of a pro rata portion of the assets of the Trust.
All income received by the Trust will be treated as income of the
Certificateholders in the manner set forth below.

2. The Trust is not subject to the New York Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Certificateholder who is a New York resident, however, a pro rata portion
of all or part of the income of the Trust will be treated as income of
the Certificateholder under the income tax laws of the State and City of
New York. Similar treatment may apply in other states.

3. During the 90-day period subsequent to the initial issuance date,
the Sponsor reserves the right to deposit Additional Securities that are
substantially similar to those establishing the Trust. This retained

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<PAGE>

right falls within the guidelines promulgated by the Internal Revenue
Service ("IRS") and should not affect the taxable status of the Trust.

A taxable event will generally occur with respect to each
Certificateholder when the Trust disposes of a Security (whether by sale,
exchange or redemption) or upon the sale, exchange or redemption of Units by
such Certificateholder. The price a Certificateholder pays for his Units,
including sales charges, is allocated among his pro rata portion of each
Security held by the Trust (in proportion to the fair market values thereof on
the date the Certificateholder purchases his Units) in order to determine his
initial cost for his pro rata portion of each Security held by the Trust.

For Federal income tax purposes, a Certificateholder's pro rata portion
of dividends paid with respect to a Security held by a Trust is taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as defined by Section 316 of the Code. A
Certificateholder's pro rata portion of dividends paid on such Security that
exceed such current and accumulated earnings and profits will first reduce a
Certificateholder's tax basis in such Security, and to the extent that such
dividends exceed a Certificateholder's tax basis in such Security will
generally be treated as capital gain.

A Certificateholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the
Certificateholder has held his Units for more than one year. Long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although individuals who realize long-term capital gains may be subject to a
reduced tax rate on such gains, rather than the "regular" maximum tax rate of
39.6%. Tax rates may increase prior to the time when Certificateholders may
realize gains from the sale, exchange or redemption of the Units or
Securities.

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

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

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

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

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<PAGE>

Certificateholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
Accordingly, corporate Certificateholders should consult their tax adviser in
this regard.

As discussed in the section "Termination," each Certificateholder may
have three options in receiving their termination distributions, which are (i)
to receive their pro rata share of the underlying Securities in kind, (ii) to
receive cash upon liquidation of their pro rata share of the underlying
Securities, or (iii) to invest the amount of cash they would receive upon the
liquidation of their pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered).

There are special tax consequences should a Certificateholder choose
option (i), the exchange of the Certificateholder's Units for a pro rata
portion of each of the Securities held by the Trust plus cash. Treasury
Regulations provide that gain or loss is recognized when there is a conversion
of property into property that is materially different in kind or extent. In
this instance, the Certificateholder may be considered the owner of an
undivided interest in all of the Trust's assets. By accepting the
proportionate number of Securities of the Trust, in partial exchange for his
Unit, the Certificateholder should be treated as merely exchanging his
undivided pro rata ownership of Securities held by the Trust into sole
ownership of a proportionate share of Securities. As such, there should be no
material difference in the Certificateholder's ownership, and therefore the
transaction should be tax free to the extent the Securities are received.
Alternatively, the transaction may be treated as an exchange that would
qualify for nonrecognition treatment to the extent the Certificateholder is
exchanging his undivided interest in all of the Trust's Securities for his
proportionate number of shares of the underlying Securities. In either
instance, the transaction should result in a non-taxable event for the
Certificateholder to the extent Securities are received. However, there is no
specific authority addressing the income tax consequences of an in-kind
distribution from a grantor trust, and investors are urged to consult their
tax advisers in this regard.

Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on "unrelated business taxable income." Unrelated business taxable income
is income from a trade or business regularly carried on by the tax-exempt
entity that is unrelated to the entity's exempt purpose. Unrelated business
taxable income generally does not include dividend or interest income or gain
from the sale of investment property, unless such income is derived from
property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trust and gain from the sale of Units in the Trust or
the Trust's sale of Securities is not expected to constitute unrelated
business taxable income to such tax-exempt entity unless the acquisition of
the Unit itself is debt-financed or constitutes dealer property in the hands
of the tax-exempt entity.

Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit-sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the
Department of Labor regulations regarding the definition of "plan assets".

Prospective tax-exempt investors are urged to consult their own tax
advisers prior to investing in the Trust.

LIQUIDITY

Sponsor Repurchase

The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the
Units (notwithstanding the foregoing, the Sponsor undertakes to maintain the
secondary market during the initial public offering period). The Sponsor's
secondary market repurchase price

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<PAGE>

will be based on the aggregate value of the Securities in the Trust portfolio
and will be the same as the redemption price. The aggregate value of the
Securities will be determined by the Trustee on a daily basis and computed on
the basis set forth under "Trustee Redemption." The Sponsor does not guarantee
the enforceability, marketability or price of any Securities in the Portfolio
or of the Units. Certificateholders who wish to dispose of their Units should
inquire of the Sponsor as to current market prices prior to making a tender
for redemption. The Sponsor may discontinue repurchase of Units if the supply
of Units exceeds demand, or for other business reasons. The date of repurchase
is deemed to be the date on which Certificates representing Units are
physically received in proper form, i.e., properly endorsed, by Reich & Tang
Distributors L.P., 600 Fifth Avenue, New York, New York 10020. Units received
after 4 P.M., New York Time, will be deemed to have been repurchased on the
next business day. In the event a market is not maintained for the Units, a
Certificateholder may be able to dispose of Units only by tendering them to
the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be reoffered
for sale by the Sponsor at a price based on the aggregate value of the
Securities in the Trust plus a 2.9% sales charge (or 2.987% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account.
Any Units that are purchased by the Sponsor in the secondary market also may
be redeemed by the Sponsor if it determines such redemption to be in its best
interest.

The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee for
redemption (see "Trustee Redemption"). Factors which the Sponsor will consider
in making a determination will include the number of Units of all Trusts which
it has in inventory, its estimate of the salability and the time required to
sell such Units and general market conditions. For example, if in order to
meet redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (seven calendar days after
tender), the Sponsor may elect to purchase such Units. Such purchase shall be
made by payment to the Certificateholder not later than the close of business
on the redemption date of an amount equal to the Redemption Price on the date
of tender.

Trustee Redemption

At any time prior to the termination of the Trust (approximately one year
from the Date of Deposit), Units may also be tendered to the Trustee for
redemption at its corporate trust office at 770 Broadway, New York, New York
10003, upon proper delivery of Certificates representing such Units and
payment of any relevant tax. At the present time there are no specific taxes
related to the redemption of Units. No redemption fee will be charged by the
Sponsor or the Trustee. Units redeemed by the Trustee will be cancelled.

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

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

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<PAGE>

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

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

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

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

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

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<PAGE>

liable to any person or in any way for any loss or damage which may result
from any such suspension or postponement.

A Certificateholder who wishes to dispose of his Units should inquire of
his bank or broker in order to determine if there is a current secondary
market price in excess of the Redemption Price.

TRUST ADMINISTRATION

Portfolio Supervision

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

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

2. institution of certain legal proceedings;

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

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

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

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

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

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

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

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

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

Trust Agreement and Amendment

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

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

Trust Termination

The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under "Summary of Essential Information" in Part A,
the Trustee may, in its discretion, and shall, when so directed by the
Sponsor, terminate the Trust. The Trust may also be terminated at any time
with the consent of the holders of Certificates representing 100% of the Units
then outstanding. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. The Sponsor will
receive brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. In the event of termination, written notice
thereof will be sent by the Trustee to all Certificateholders. Such notice
will provide Certificateholders with three options by which to receive their
pro rata share of the net asset value of the Trust.

1. A Certificateholder who owns at least 2,500 units and whose
interest in the Trust would entitle him to receive at least one share of
each Security and who so elects by notifying the Trustee prior to the
commencement of the Liquidation Period by returning a properly completed
election request (to be supplied to Certificateholders at least 20 days
prior to such date) (see Part A--"Summary of Essential Information" for

B-16
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<PAGE>

the date of the commencement of the Liquidation Period) and whose
interest in the Trust entitles him to receive at least one share of each
underlying Security will have his Units redeemed on commencement of the
Liquidation Period by distribution of the Certificateholder's pro rata
share of the net asset value of the Trust on such date distributed in
kind to the extent represented by whole shares of underlying Securities
and the balance in cash within three business days next following the
commencement of the Liquidation Period. Certificateholders subsequently
selling such distributed Securities will incur brokerage costs when
disposing of such Securities. Certificateholders should consult their own
tax adviser in this regard.

A Certificateholder may also elect prior to the commencement of the
Liquidation Period by so specifying in a properly completed election request,
the following two options with regard to the termination distribution of such
Certificateholder's interest in the Trust as set forth below:

2. to receive in cash such Certificateholder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 60 business days immediately following the commencement of the
Liquidation Period. The Certificateholder's pro rata share of its net
assets of the Trust will be distributed to such Certificateholder within
three days of the settlement of the trade of the last Security to be
sold; and/or

3. upon the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest such
Certificateholder's pro rata share of the net assets of the Trust derived
from the sale by the Sponsor as agent of the Trustee of the underlying
Securities over a period not to exceed 60 business days immediately
following the commencement of the Liquidation Period, in units of a
subsequent series of Equity Trust (the "New Series") provided one is
offered. The Units of a New Series will be purchased by the
Certificateholder within three days of the settlement of the trade for
the last Security to be sold. Such purchaser will be entitled to a
reduced sales load of approximately 2.5% of the Public Offering Price
upon the purchase of units of the New Series. It is expected that the
terms of the New Series will be substantially the same as the terms of
the Trust described in this Prospectus, and that similar options with
respect to the termination of such New Series will be available. The
availability of this option does not constitute a solicitation of an
offer to purchase Units of a New Series or any other security. A
Certificateholder's election to participate in this option will be
treated as an indication of interest only. At any time prior to the
purchase by the Certificateholder of units of a New Series such
Certificateholder may change his investment strategy and receive, in
cash, the proceeds of the sale of the Securities. An election of this
option will not prevent the Certificateholder from recognizing taxable
gain or loss (except in the case of a loss, if the New Series is treated
as substantially identical to the Trust) as a result of the liquidation,
even though no cash will be distributed to pay any taxes.
Certificateholders should consult their own tax advisers in this regard.

The Sponsor has agreed to effect the sales of underlying securities for
the Trustee in the case of the second and third options over a period not to
exceed 60 business days immediately following the commencement of the
Liquidation Period free of brokerage commissions. The Sponsor, on behalf of
the Trustee, will sell, unless prevented by unusual and unforeseen
circumstances, such as, among other reasons, a suspension in trading of a
Security, the close of a stock exchange, outbreak of hostilities and collapse
of the economy, on each business day during the 60 business day period at
least a number of shares of each Security which then remains in the portfolio
based on the number of shares of each issue in the portfolio) multiplied by a
fraction the numerator of which is one and the denominator of which is the
number of days remaining in the 60 business days sales period. The Redemption
Price Per Unit upon the settlement of the last sale of Securities during the
60 business day period will be distributed to Certificateholders in redemption
of such Certificateholders' interest in the Trust.

Depending on the amount of proceeds to be invested in Units of the
New Series and the amount of other orders for Units in the New Series,
the Sponsor may purchase a large amount of securities for the New Series
in a short period of time. The Sponsor's buying of securities may tend to
raise the market prices of these securities. The actual market impact of
the Sponsor's purchases, however, is currently unpredictable because the
actual amount of securities to be purchased and the supply and price of
those securities is unknown. A similar problem may occur

B-17
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<PAGE>

in connection with the sale of Securities during the 60 business day period
immediately following the commencement of the Liquidation Period; depending on
the number of sales required, the prices of and demand for Securities, such
sales may tend to depress the market prices and thus reduce the proceeds of
such sales. The Sponsor believes that the sale of underlying Securities over a
60 business day period as described above is in the best interest of a
Certificateholder and may mitigate the negative market price consequences
stemming from the trading of large amounts of Securities. The Securities may
be sold in fewer than 60 days if, in the Sponsor's judgment, such sales are in
the best interest of Certificateholders. The Sponsor, in implementing such
sales of securities on behalf of the Trustee, will seek to maximize the sales
proceeds and will act in the best interests of the Certificateholders. There
can be no assurance, however, that any adverse price consequences of heavy
trading will be mitigated.

Certificateholders who do not make any election will be deemed to have
elected to receive the termination distribution in cash (option number 2).

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Certificateholder. If the Sponsor so decides, the Sponsor
will notify the Trustee of that decision, and the Trustee will notify the
Certificateholders before the commencement of the Liquidation Period. All
Certificateholders will then elect either option 1, if eligible, or option 2.

By electing to reinvest in the New Series, the Certificateholder
indicates his interest in having his terminating distribution from the Trust
invested only in the New Series created following termination of the Trust;
the Sponsor expects, however, that a similar reinvestment program will be
offered with respect to all subsequent series of the Trust, thus giving
Certificateholders a yearly opportunity to elect to "rollover" their
terminating distributions into a New Series. The availability of the
reinvestment privilege does not constitute a solicitation of offers to
purchase units of a New Series or any other security. A Certificateholder's
election to participate in the reinvestment program will be treated as an
indication of interest only. The Sponsor intends to coordinate the date of
deposit of a future series so that the terminating trust will terminate
contemporaneously with the creation of a New Series.

The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.

The Sponsor

The Sponsor, Reich & Tang Distributors L.P. (successor to the Unit
Investment Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited
partnership is engaged in the brokerage business and is a member of the
National Association of Securities Dealers, Inc. Reich & Tang is also a
registered investment advisor. Reich & Tang maintains its principal business
offices at 600 Fifth Avenue, New York, New York 10020. Reich & Tang Asset
Management L.P. ("RTAM L.P."), a registered investment adviser having its
principal place of business at 399 Boylston Street, Boston, MA 02116, is the
99% limited partner of the Sponsor. RTAM L.P. is 99.5% owned by New England
Investment Companies, L.P. ("NEIC L.P.") and Reich & Tang Asset Management,
Inc., a wholly owned subsidiary of NEIC L.P. owns the remaining .5% interest
of RTAM L.P. and is its general partner. NEIC L.P.'s general partner is New
England Investment Companies, Inc. ("NEIC"), a holding company offering a
broad array of investment styles across a wide range of asset categories
through ten investment advisory/management affiliates and two distribution
affiliates. These affiliates in the aggregate are investment advisors or
managers to over 57 registered investment companies. Reich & Tang is successor
Sponsor to Bear Stearns for numerous series of unit investment trusts,
including, A Corporate Trust, Series 1 (and Subsequent Series), New York
Municipal Trust, Series 1 (and Subsequent Series), New York Discount and Zero
Coupon Fund, 1st Series (and Subsequent Series), Municipal Securities Trust,
Series 1 (and Subsequent Series), 1st Discount Series (and Subsequent Series),
Multi-State Series 1 (and Subsequent Series), Short-Intermediate Term Series 1
(and Subsequent Series), Mortgage Securities Trust, Series 1 (and Subsequent
Series), Insured Municipal Securities Trust, Series 1 (and Subsequent Series)
and 5th Discount Series (and Subsequent Series) and Equity Securities Trust,
Series 1, Signature Series, Gabelli Communications Income Trust (and
Subsequent Series).

B-18
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<PAGE>

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out their contractual obligations.

The Sponsor will be under no liability to Certificateholders for taking
any action, or refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment except in cases of their own
willful misfeasance, bad faith, gross negligence or reckless disregard of
their obligations and duties.

The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsor.

If at any time the Sponsor shall resign or fail to perform any of its
duties under the Trust Agreement or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public authorities, then the Trustee
may either (a) appoint a successor Sponsor; (b) terminate the Trust Agreement
and liquidate the Trust; or (c) continue to act as Trustee without terminating
the Trust Agreement. Any successor Sponsor appointed by the Trustee shall be
satisfactory to the Trustee and, at the time of appointment, shall have a net
worth of at least $1,000,000.

The Trustee

The Trustee is The Chase Manhattan Bank (National Association), a
national banking association with its principal executive office located at 1
Chase Manhattan Plaza, New York, New York 10081 and its unit investment trust
office at 770 Broadway, New York, New York 10003. The Trustee is subject to
supervision by the Comptroller of the Currency, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.

The Trustee shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to
the Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Certificates in accordance with the Trust Agreement,
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties; provided, however, that the
Trustee shall not in any event be liable or responsible for any evaluation
made by any independent evaluation service employed by it. In addition, the
Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or the Trust which it may be
required to pay under current or future law of the United States or any other
taxing authority having jurisdiction. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities pursuant to the Trust Agreement.

For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Certificateholders."

The Trustee may resign by executing an instrument in writing and filing
the same with the Sponsor, and mailing a copy of a notice of resignation to
all Certificateholders. In such an event the Sponsor is obligated to appoint a
successor Trustee as soon as possible. In addition, if the Trustee becomes
incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint a successor
as provided in the Trust Agreement. Notice of such removal and appointment
shall be mailed to each Certificateholder by the Sponsor. If upon resignation
of the Trustee no successor has been appointed and has accepted the
appointment within thirty days after notification, the retiring Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee. Upon execution of a written
acceptance of such appointment by such successor Trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor.

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<PAGE>

Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United State or any States and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.

The Portfolio Consultant

The Portfolio Consultant is I.I. Strategic Consultants, Inc., a Delaware
corporation, with offices at 333 Seventh Avenue, New York, New York 10001. The
Portfolio Consultant is a wholly-owned subsidiary of Individual Investor Group
Inc., a publicly-traded New York corporation which is publisher of Individual
Investor Magazine and Individual Investor Special Situations Report.

The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio
Consultant has been retained by the Sponsor, at its expense, to utilize its
equity expertise in selecting the Securities deposited in the Trust. The
Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of
the Portfolio and make recommendations to the Sponsor regarding the
disposition of the Securities held by the Trust. The responsibility of
monitoring the Securities of the Portfolio means that if the Portfolio
Consultant's views materially change regarding the appropriateness of an
investment in any Security then held in the Trust based upon the investment
objectives, guidelines, terms, parameters, policies and restrictions supplied
to the Portfolio Consultant by the Sponsor, the Portfolio Consultant will
notify the Sponsor of such change to the extent consistent with applicable
legal requirements. The Sponsor is not obligated to adhere to the
recommendations of the Portfolio Consultant regarding the disposition of
Securities. The Sponsor has the sole authority to direct the Trust to dispose
of Securities under the Trust Agreement. The Portfolio Consultant has no other
responsibilities or obligations to the Trust or the Certificateholders.
Investors should be aware that the Portfolio Consultant, with its affiliates,
is an investment adviser for a private investment partnership, which is
currently their only advisory client, that may have similar or different
investment objectives than the Trust. Some of the Securities in the Trust may
also be owned by these other clients of the Portfolio Consultant and its
affiliates. However, because these clients have "managed" portfolios and may
have differing investment objectives, the Portfolio Consultant may sell
certain Securities for those accounts in instances where a sale of the Trust
would be impermissible, such as to maximize return by taking advantage of
market fluctuations. In addition, the companies whose Securities are included
in the Portfolio may be profiled or otherwise reviewed in those publications
which are published by the affiliates of the Portfolio Consultant. These
publications may cause buying or selling activity in these Securities for
various reasons which may impact the prices of the Securities. Further, these
publications may recommend or cause selling activity regarding certain
Securities in instances where a sale by the Trust would be impermissable.

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

Evaluation of the Trust

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

B-20
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<PAGE>

obligations and duties. The Trustee, the Sponsor and the Certificateholders
may rely on any evaluation furnished to the Trustee by an independent
evaluation service and shall have no responsibility for the accuracy thereof.

TRUST EXPENSES AND CHARGES

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

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

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

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

The following additional charges are or may be incurred by the Trust: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the
expenses and costs of any action undertaken by the Trustee to protect the
Trust and the rights and interests of the Certificateholders; fees of the
Trustee for any extraordinary services performed under the Trust Agreement;
indemnification of the Trustee for any loss or liability accruing to it
without gross negligence, bad faith or willful misconduct on its part, arising
out of or in connection with its acceptance or administration of the Trust;
indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as sponsors of the Trust without gross negligence, bad
faith or willful misconduct on its part; and all taxes and other governmental
charges imposed upon the Securities or any part of the Trust (no such taxes or
charges are being levied, made or, to the knowledge of the Sponsor,
contemplated). The above expenses, including the Trustee's fees, when paid by
or owing to the Trustee are secured by a first lien on the Trust to which such
expenses are charged. In addition, the Trustee is empowered to sell the
Securities in order to make funds available to pay all expenses.

The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any audit expense which exceeds $.50
Cents per Unit. Certificateholders covered by the audit during the year may
receive a copy of the audited financials upon request.

B-21
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<PAGE>
EXCHANGE PRIVILEGE AND CONVERSION OFFER

Exchange Privilege

Certificateholders will be able to elect to exchange any or all of their
Units of this Trust for Units of one or more of any available series of Equity
Securities Trust, Mortgage Securities Trust, Insured Municipal Securities
Trust, Municipal Securities Trust, New York Municipal Trust, Mortgage
Securities Trust or A Corporate Trust (the "Exchange Trusts") at a reduced
sales charge as set forth below. Under the Exchange Privilege, the Sponsor's
repurchase price during the initial offering period of the Units being
surrendered will be based on the market value of the Securities in the Trust
portfolio or on the aggregate offer price of the Bonds in the other Trust
Portfolios; and, after the initial offering period has been completed, will be
based on the aggregate bid price of the Bonds in the particular Trust
portfolio. Units in an Exchange Trust then will be sold to the
Certificateholder at a price based on the aggregate offer price of the Bonds
in the Exchange Trust portfolio (or for units of Equity Securities Trust,
based on the market value of the underlying securities in the Trust portfolio)
during the initial public offering period of the Exchange Trust; and after the
initial public offering period has been completed, based on the aggregate bid
price of the Bonds in the Exchange Trust Portfolio if its initial offering has
been completed plus accrued interest (or for units of Equity Securities Trust,
based on the market value of the underlying securities in the Trust portfolio)
and a reduced sales charge as set forth below.

Except for Certificateholders who wish to exercise the Exchange Privilege
within the first five months of their purchase of Units of the Trust, the
sales charge applicable to the purchase of units of an Exchange Trust shall be
approximately 1.5% of the price of each Exchange Trust unit (or 1,000 Units
for the Mortgage Securities Trust or 100 Units for the Equity Securities
Trust). For Certificateholders who wish to exercise the Exchange Privilege
within the first five months of their purchase of Units of the Trust, the
sales charge applicable to the purchase of units of an Exchange Trust shall be
the greater of (i) approximately 1.5% of the price of each Exchange Trust unit
(or 1,000 Units for the Mortgage Securities Trust or 100 Units for the Equity
Securities Trust), or (ii) an amount which when coupled with the sales charge
paid by the Certificateholder upon his original purchase of Units of the Trust
at least equals the sales charge applicable in the direct purchase of units of
an Exchange Trust. The Exchange Privilege is subject to the following
conditions:

1. The Sponsor must be maintaining a secondary market in both the
Units of the Trust held by the Certificateholder and the Units of the
available Exchange Trust. While the Sponsor has indicated its intention
to maintain a market in the Units of all Trusts sponsored by it, the
Sponsor is under no obligation to continue to maintain a secondary market
and therefore there is no assurance that the Exchange Privilege will be
available to a Certificateholder at any specific time in the future. At
the time of the Certificateholder's election to participate in the
Exchange Privilege, there also must be Units of the Exchange Trust
available for sale, either under the initial primary distribution or in
the Sponsor's secondary market.

2. Exchanges will be effected in whole units only. Any excess
proceeds from the Units surrendered for exchange will be remitted and the
selling Certificateholder will not be permitted to advance any new funds
in order to complete an exchange. Units of the Mortgage Securities Trust
may only be acquired in blocks of 1,000 Units. Units of the Equity
Securities Trust may only be acquired in block of 100 Units.

3. The Sponsor reserves the right to suspend, modify or terminate
the Exchange Privilege. The Sponsor will provide Certificateholders of
the Trust with 60 days' prior written notice of any termination or
material amendment to the Exchange Privilege, provided that, no notice
need be given if (i) the only material effect of an amendment is to
reduce or eliminate the sales charge payable at the time of the exchange,
to add one or more series of the Trust eligible for the Exchange
Privilege or to delete a series which has been terminated from
eligibility for the Exchange Privilege, (ii) there is a suspension of the
redemption of units of an Exchange Trust under Section 22(e) of the
Investment Company Act of 1940, or (iii) an Exchange Trust temporarily
delays or ceases the sale of its units because it is unable to invest
amounts effectively in accordance with its

B-22
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<PAGE>
investment objectives, policies and restrictions. During the 60-day
notice period prior to the termination or material amendment of the
Exchange Privilege described above, the Sponsor will continue to maintain
a secondary market in the units of all Exchange Trusts that could be
acquired by the affected Certificateholders. Certificateholders may,
during this 60-day period, exercise the Exchange Privilege in accordance
with its terms then in effect. In the event the Exchange Privilege is not
available to a Certificateholder at the time he wishes to exercise it,
the Certificateholder will immediately be notified and no action will be
taken with respect to his Units without further instructions from the
Certificateholder.

To exercise the Exchange Privilege, a Certificateholder should notify the
Sponsor of his desire to exercise his Exchange Privilege. If Units of a
designated, outstanding series of an Exchange Trust are at the time available
for sale and such Units may lawfully be sold in the state in which the
Certificateholder is a resident, the Certificateholder will be provided with a
current prospectus or prospectuses relating to each Exchange Trust in which he
indicates an interest. He may then select the Trust or Trusts into which he
desires to invest the proceeds from his sale of Units. The exchange
transaction will operate in a manner essentially identical to a secondary
market transaction except that units may be purchased at a reduced sales
charge.

Example: Assume that after the initial public offering has been completed, a
Certificateholder has five units of a Trust with a current value of $700 per
unit which he has held for more than 5 months and the Certificateholder wishes
to exchange the proceeds for units of a secondary market Exchange Trust with a
current price of $725 per unit. The proceeds from the Certificateholder's
original units will aggregate $3,500. Since only whole units of an Exchange
Trust may be purchased under the Exchange Privilege, the Certificateholder
would be able to acquire four units (or 4,000 Units of the Mortgage Securities
Trust or 400 Units of the Equity Securities Trust) for a total cost of
$2,943.50 ($2,900 for units and $43.50 for the sales charge). The remaining
$556.50 would be remitted to the Certificateholder in cash. If the
Certificateholder acquired the same number of units at the same time in a
regular secondary market transaction, the price would have been $3,059.50
($2,900 for units and $159.50 for the sales charge, assuming a 5-1/2% sales
charge times the public offering price).

The Conversion Offer

Unit owners of any registered unit investment trust for which there is no
active secondary market in the units of such trust (a "Redemption Trust") will
be able to elect to redeem such units and apply the proceeds of the redemption
to the purchase of available Units of one or more series of Mortgage
Securities Trust, A Corporate Trust, Municipal Securities Trust, Insured
Municipal Securities Trust, Mortgage Securities Trust, New York Municipal
Trust or Equity Securities Trust (the "Conversion Trusts") at the Public
Offering Price for units of the Conversion Trust based on a reduced sales
charge as set forth below. Under the Conversion Offer, units of the Redemption
Trust must be tendered to the trustee of such trust for redemption at the
redemption price, which is based upon the market value of the underlying
securities in the Trust portfolio or the aggregate bid side evaluation of the
underlying bonds in other Trust portfolios and is generally about 1-1/2% to 2%
lower than the offering price for such bonds. The purchase price of the units
will be based on the aggregate offer price of the underlying bonds in the
Conversion Trust portfolio during its initial offering period; or, at a price
based on the aggregate bid price of the underlying bonds if the initial public
offering of the Conversion Trust has been completed, plus accrued interest and
a sales charge as set forth below. If the participant elects to purchase units
of the Equity Securities Trust under the Conversion Offer, the purchase price
of the units will be based, at all times, on the market value of the
underlying securities in the Trust portfolio plus a sales charge.

Except for Certificateholders who wish to exercise the Conversion Offer
within the first five months of their purchase of units of a Redemption Trust,
the sales charge applicable to the purchase of Units of the Conversion Trust
shall be approximately 1.5% of the price of each Unit (or per 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust).
For Certificateholders who wish to exercise the Conversion Offer within the
first five months of their purchase of units of Redemption Trust, the sales
charge applicable to the

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<PAGE>

purchase of Units of a Conversion Trust shall be the greater of (i)
approximately 1.5% of the price of each Unit (or per 1,000 Units for the
Mortgage Securities or 100 Units for the Equity Securities Trust) or (ii) an
amount which when coupled with the sales charge paid by the Certificateholder
upon his original purchase of units of the Redemption Trust at least equals
the sales charge applicable in the direct purchase of Units of a Conversion
Trust. The Conversion Offer is subject to the following limitations:

1. The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there is
no active secondary market at the time the Certificateholder elects to
participate in the Conversion Offer. At the time of the unit owner's
election to participate in the Conversion Offer, there also must be
available units of a Conversion Trust, either under a primary
distribution or in the Sponsor's secondary market.

2. Exchanges under the Conversion Offer will be effected in whole
units only. Unit owners will not be permitted to advance any new funds in
order to complete an exchange under the Conversion Offer. Any excess
proceeds from units being redeemed will be returned to the unit owner.
Units of the Mortgage Securities Trust may only be acquired in blocks of
1,000 units. Units of the Equity Securities Trust may only be acquired in
blocks of 100 Units.

3. The Sponsor reserves the right to modify, suspend or terminate
the Conversion Offer at any time without notice to unit owners of
Redemption Trusts. In the event the Conversion Offer is not available to
a unit owner at the time he wishes to exercise it, the unit owner will be
notified immediately and no action will be taken with respect to his
units without further instruction from the unit owner. The Sponsor also
reserves the right to raise the sales charge based on actual increases in
the Sponsor's costs and expenses in connection with administering the
program, up to a maximum sales charge of 2% per unit (or per 1,000 units
for the Mortgage Securities Trust or 100 Units for the Equity Securities
Trust).

To exercise the Conversion Offer, a unit owner of a Redemption Trust
should notify his retail broker of his desire to redeem his Redemption Trust
Units and use the proceeds from the redemption to purchase Units of one or
more of the Conversion Trusts. If Units of a designated, outstanding series of
a Conversion Trust are at that time available for sale and if such Units may
lawfully be sold in the state in which the unit owner is a resident, the unit
owner will be provided with a current prospectus or prospectuses relating to
each Conversion Trust in which he indicates an interest. He then may select
the Trust or Trusts into which he decides to invest the proceeds from the sale
of his Units. The transaction will be handled entirely through the unit
owner's retail broker. The retail broker must tender the units to the trustee
of the Redemption Trust for redemption and then apply the proceeds to the
redemption toward the purchase of units of a Conversion Trust at a price based
on the aggregate offer or bid side evaluation per Unit of the Conversion
Trust, depending on which price is applicable, plus accrued interest and the
applicable sales charge. The certificates must be surrendered to the broker at
the time the redemption order is placed and the broker must specify to the
Sponsor that the purchase of Conversion Trust Units is being made pursuant to
the Conversion Offer. The unit owner's broker will be entitled to retain $5 of
the applicable sales charge.

Example: Assume a unit owner has five units of a Redemption Trust which has
held for more than 5 months with a current redemption price of $675 per unit
based on the aggregate bid price of the underlying bonds and the unit owner
wishes to participate in the Conversion Offer and exchange the proceeds for
units of a secondary market Conversion Trust with a current price of $750 per
Unit. The proceeds for the unit owner's redemption of units will aggregate
$3,375. Since only whole units of a Redemption Trust may be purchased under
the Conversion Offer, the unit owner will be able to acquire four units of the
Conversion Trust (or 4,000 units of the Mortgage Securities Trust or 400 Units
of the Equity Securities Trust) for a total cost of $3,045 ($3,000 for units
and $45 for the sale charge). The remaining $330 would be remitted to the unit
owner in cash. If the unit owner acquired the same number of Conversion Trust
units at the same time in a regular secondary market transaction, the price
would have been $3,165 ($3,000 for units and $165 sales charge, assuming a 5
1/2% sales charge times the public offering price).

B-24
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<PAGE>

Tax Consequences of the Exchange
Privilege and the Conversion Offer

A surrender of Units pursuant to the Exchange Privilege or the Conversion
Offer will constitute a "taxable event" to the Certificateholder under the
Internal Revenue Code. The Certificateholder will realize a tax gain or loss
that will be of a long- or short-term capital or ordinary income nature
depending on the length of time the units have been held and other factors.
(See "Tax Status".) A Certificateholder's tax basis in the Units acquired
pursuant to the Exchange Privilege or Conversion Offer will be equal to the
purchase price of such Units. Investors should consult their own tax advisors
as to the tax consequences to them of exchanging or redeeming units and
participating in the Exchange Privilege or Conversion Offer.

OTHER MATTERS

Legal Opinions

The legality of the Units offered hereby and certain matters relating to
federal tax law have been passed upon by Battle Fowler LLP, 75 East 55th
Street, New York, New York 10020 as counsel for the Sponsor. Carter, Ledyard &
Milburn, Two Wall Street, New York, New York 10005 have acted as counsel for
the Trustee.

Independent Auditors

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

B-25
309761.3

<PAGE>

No person is authorized to give any
information or to make any representations not
contained in Part A and B of this Prospectus; and
any information or representation not contained
herein must not be relied upon as having been
authorized by the Trust, the Trustee or the
Sponsor. The Trust is registered as a unit
investment trust under the Investment Company
Act of 1940. Such registration does not imply
that the Trust or any of its Units have been
guaranteed, sponsored, recommended or
approved by the United States or any state or any
agency or officer thereof.

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

Table of Contents

Title Page

PART A

Summary of Essential Information............A-2
Independent Auditors' Reports...............A-7
Statement of Condition......................A-8
Portfolio...................................A-9
Underwriting Syndicate.....................A-10

PART B
The Trust.....................................1
Risk Considerations...........................3
Public Offering...............................6
Rights of Certificateholders..................9
Tax Status...................................10
Liquidity....................................12
Trust Administration.........................15
Trust Expenses and Charges...................21
Exchange Privilege and Conversion Offer......22
Other Matters................................25

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

<PAGE>

EQUITY SECURITIES TRUST
SERIES 7, SIGNATURE SERIES
INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING
COMPANIES TRUST

(A Unit Investment Trust)

Prospectus

Dated: January , 1996

Sponsor:

Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York 10022
212-830-5200

Portfolio Consultant:

I.I. Strategic Consultants, Inc.
333 Seventh Avenue
New York, New York 10001

Trustee:

The Chase Manhattan Bank, N.A.
770 Broadway
New York, New York 10003

<PAGE>

PART II - ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A -- BONDING ARRANGEMENTS

The employees of Reich & Tang Distributors L.P. are covered under
Brokers' Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.

ITEM B -- CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers
and documents:

The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.

Listed below are the names and registration numbers of each previous
series of Equity Securities Trust, the final prospectus of which properly
supplemented, might be used as preliminary prospectuses for Equity Securities
Trust, Series 7. These final prospectuses are incorporated herein by
reference.

Equity Securities Trust, Series 1, Signature Series, Gabelli
Communications Income Trust (Registration No. 33-45561)
Equity Securities Trust, Series 2, Signature Series, Reich & Tang Growth
and Value Trust (Registration No. 33-53688)
Equity Securities Trust, Series 3, Signature Series, Gabelli
Communications Income Trust (Registration No. 33-62898)
Equity Securities Trust, Series 4, Equity, Gabelli Value Fund and U.S.
Treasuries (Registration No. 33-51009)
Equity Securities Trust, Series 5, REIT Series (Registration No.
33-53445)
Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust (Registration No. 33-62627)
Written consents of the following persons: Battle Fowler LLP (included in
Exhibit 3.1) I.I. Strategic Consultants, Inc.

The following exhibits:
*99.1.1 -- Reference Trust Agreement including certain amendments to
the Trust Indenture and Agreement referred to under Exhibit
99.1.1.1 below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1
to Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 and incorporate herein by reference).
99.1.3.4 -- Certificate of Formation and Agreement among Limited
Partners, as amended, of Reich & Tang Distributors L.P.
(filed as Exhibit 99.1.3.4 to Post-Effective Amendment No.
10 to Form S-6 Registration Statements Nos. 2-98914,
33-00376, 33-00856 and 33-01869 of Municipal Securities
Trust, Series 28, 39th Discount Series, Series 29 & 40th
Discount Series and Series 30 & 41st Discount Series,
respectively, on October 31, 1995 and incorporated herein by
reference).
99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit
1.4 to Amendment No. 1 to Form S-6 Registration Statement
No. 33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November
16, 1995 and incorporated herein by reference).
*99.2.1 -- Form of Certificate.
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding tax
status of the Trust.

- --------
* To be filed by amendment.

II-2
309761.3

<PAGE>

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

- --------
* To be filed by amendment.

II-3
309761.3

<PAGE>

UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Series 7, Signature Series, Individual
Investor's America's Fastest Growing Companies Trust, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 6th day
of December, 1995.

EQUITY SECURITIES TRUST, SERIES 7,
SIGNATURE SERIES, INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING COMPANIES
TRUST
(Registrant)

REICH & TANG DISTRIBUTORS L.P.
(Depositor)
By: Reich & Tang Asset Management, Inc.

By /s/ PETER J. DEMARCO
---------------------------------
Peter J. DeMarco
(Authorized Signator)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Reich &
Tang Asset Management, Inc., General Partner of Reich & Tang Distributors
L.P., the Depositor, in the capacities and on the dates indicated.

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

PETER S. VOSS President, Chief Executive
Officer and Director

G. NEAL RYLAND Executive Vice President,
Treasurer and Chief
Financial Officer

EDWARD N. WADSWORTH Clerk December 6, 1995

RICHARD E. SMITH III Director

STEVEN W. DUFF Director By /s/ PETER J. DEMARCO
-------------------------
BERNADETTE N. FINN Vice President Peter J. DeMarco
Attorney-In-Fact*
LORRAINE C. HYSLER Secretary

RICHARD DE SANCTIS Vice President and
Treasurer

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

II-4
309761.3

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 7, Signature Series,
Individual Investor's America's Fastest Growing Companies Trust

We hereby consent to the use of our report dated January , 1996 included
herein and to the reference to our Firm under the heading "Independent
Auditors" in the Prospectus.

New York, New York
January , 1996

II-5
309761.3

<PAGE>

CONSENT OF PORTFOLIO CONSULTANT

The Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 7, Signature Series,
Individual Investor's America's Fastest Growing Companies Trust

We hereby consent to the use of the name "Individual Investor" included
herein and to the reference to our Firm in the Prospectus.

I.I. STRATEGIC CONSULTANTS, INC.

New York, New York
January , 1996

II-6
309761.3