QUILTS EQUITY STRATEGIC TEN SERIES 1, S-6EL24, 1996-01-11

QUILTS EQUITY STRATEGIC TEN SERIES 1
S-6EL24, 1996-01-11

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11, 1996
REGISTRATION NO. 33- _____

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

FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
----------------------------

A. EXACT NAME OF TRUST:
Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
Strategic Five, Series 1

B. NAME OF DEPOSITOR:
OCC Distributors

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

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

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS"), Equity Strategic Five, Series 1 is being registered
under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940, as amended, and Rule 24f-2 thereunder.

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

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

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

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

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

331443.1

<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

Equity Strategic Five, Series 1

CROSS-REFERENCE SHEET

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

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

<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

i
331443.1

<PAGE>

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

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

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor................................... The Sponsor
26. Fees received by depositor.................................. Not Applicable
</TABLE>

ii
331443.1

<PAGE>

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

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

IV. Distribution and Redemption of Securities

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

iii
331443.1

<PAGE>

<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

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

V. Information Concerning the Trustee or Custodian

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

VI. Policy of Registrant

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

VII. FINANCIAL AND STATISTICAL INFORMATION

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

iv
331443.1

<PAGE>
Subject to Completion Dated January 11, 1996

("QUILTS")
QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES
A Unit Investment Trust

Equity Strategic Five, Series 1

The Trust is a unit investment trust designated QUILTS Equity Strategic
Five, Series 1. The Sponsor of the Trust is OCC Distributors (the "Sponsor").
The objective of the Equity Strategic Ten, Series 1 is to maximize total return
through a combination of capital appreciation and current dividend income. The
Trust seeks to outperform the Dow Jones Industrial Average ("DJIA") by investing
for about one year in the five lowest price stocks of the DJIA's ten highest
dividend yielding common stocks ("DJIA Strategic Five") on the day prior to the
initial Date of Deposit. The name "Dow Jones Industrial Average" is the property
of Dow Jones & Company, Inc., which is not affiliated with the Sponsor, has not
participated in any way in the creation of the Trust or in the selection of the
stocks included in the Trust and has not reviewed or approved any information
included in this Prospectus. The value of the Units of the Trust will fluctuate
with fluctuations in the value of the underlying Securities in the portfolio of
the Trust. Therefore, Unit Holders who sell their Units prior to termination of
the Trust may receive more or less than their original purchase price upon sale.
No assurance can be given that dividends will be paid or that the Units will
appreciate in value. Units of the Trust may be suited for purchase by IRAs,
self-employed retirement plans (formerly Keogh Plans), pension, profit-sharing
and other qualified retirement plans. Investors considering participation in any
such plan should review specific tax laws and pending legislation related
thereto and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. (See "Retirement Plans" and "Tax
Status" in Part B of this Prospectus.)

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

QUILTS is not a deposit or other obligation of, or guaranteed by, a
depository institution. QUILTS is not insured by the FDIC and is subject to
investment risks, including possible loss of the principal amount invested.

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

PROSPECTUS PART A DATED JANUARY __, 1996
Please read and retain both parts of this
Prospectus for future reference.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or 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.

331449.1

<PAGE>

<TABLE>
QUILTS
Equity Strategic Five, Series 1

SUMMARY OF ESSENTIAL INFORMATION AS OF JANUARY __, 1996 (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 was made.)
<S> <C>
CUSIP#: Evaluation Time: 12:00 Noon New York Time on the
Sponsor: OCC Distributors initial Date of Deposit and 4:00 P.M. thereafter.
Date of Deposit: January __, 1996 Minimum Purchase: 1,000 Units
Aggregate Value Minimum Principal Distribution: $1.00 per 1,000 Units.
of Securities:.......................................$___ Liquidation Period: Beginning __ days prior to the Mandatory
Number of Units: (The number of Units will be Termination Date.
increased as the Sponsor deposits additional Minimum Value of Trust: The Trust may be terminated if the
Securities into the Trust.)...........................___ value of the Trust is less than 40% of the aggregate of the
Fractional Undivided Interest in Trust Securities at the completion of the Deposit period.
per 1,000 Units:.................................. 1/___ Mandatory Termination Date: The earlier of __________, 1997 or
Public Offering Price: the disposition of the last Security in the Trust.
Aggregate Value of Securities Trustee: The Chase Manhattan Bank (National Association).
in Trust..........................................$___ Trustee's Annual Fee and Estimated Expenses: $___ per
Divided By _____ Units multiplied 1,000 Units outstanding.
by 1,000..........................................$___ Annual Supervisory Fee (Payable to an affiliate of the
Plus Sales Charge of 2.75% of Public Offering Sponsor): Maximum of $___ per $1,000 Units outstanding
Price.............................................$___ (see "Trust Expenses and Charges" in Part B).
Public Offering Price per 1,000 Units(1).............$___ Estimated Organizational Expenses:(3) $ ___ per 1,000 Units.
Redemption Price per 1,000 Units.........................$___ Record Date(4): 15th day of the first month of each quarter.
Sponsor's Repurchase Price and Redemption Dividend Payment Date(4): Last day of the first month of each
Price per 1,000 Units:(2).........................$___ quarter.
Excess of Public Offering Price Over Rollover Notification Date(5): _________, 1997 or another date as
Redemption Price per 1,000 Units: ...................$___ determined by the Sponsor.
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:...............$___
</TABLE>

(1) 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.

(2) Any redemptions of over _______ Units may, upon request of redeeming Unit
Holders to the Trustee, be made in kind. The Trustee will forward the
distributed securities to the Unit Holder's bank or broker-dealer account at
the Depository Trust Company in book-entry form. See "Liquidity - Trustee
Redemption" in Part B.

(3) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing UIT, this Trust (and therefore the Unit
Holders) 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 other closing documents; and
the initial audit of the Trust. Total organizational expenses will be
amortized over the life of the Trust. See "Trust Expenses and Changes" in
Part B.

(4) The first dividend distribution will be made on _________ 31, 1996 (the
"First Payment Date") to all Unit Holders of record on _________ 15, 1996
(the "First Record Date"). The regular quarterly payment will begin on
____________, 1996 (the "Quarterly Payment Date").

(5) If a Unit Holder ("Rollover Unit Holder") so specifies prior to the Rollover
Notification Date, the Rollover Unit Holder's Units will be redeemed in kind
and the underlying distributed Securities will be sold by the Sponsor, on
behalf of the Trustee, during the Liquidation Period. The proceeds will be
reinvested as received in an available series of the QUILTS Equity Strategic
Five, if offered (see "Trust Administration -
Trust Termination").

A-2

331449.1

<PAGE>

QUALIFIED
UNIT INVESTMENT LIQUID TRUST SERIES

("QUILTS")

THE TRUST

The Trust is a unit investment trust designated QUILTS, Equity
Strategic Five, Series 1. The Trust was created under the laws of the State of
New York by a Trust Indenture and Agreement (the "Trust Agreement"), dated the
initial Date of Deposit, between OCC Distributors, as sponsor (the "Sponsor")
and The Chase Manhattan Bank (National Association), as trustee (the "Trustee").
On the initial Date of Deposit, the Sponsor deposited with the Trustee the
underlying Securities including delivery statements relating to contracts for
the purchase of certain such Securities (the "Securities") in the aggregate
amount set forth in the "Summary of Essential Information" for the Trust and
cash or an irrevocable letter of credit issued by a major commercial bank in the
amount required for such purchases. Thereafter, the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor a certificate evidencing the
ownership of all of the Units of the Trust, which Units are being offered by
this Prospectus. (See "The Trust Organization" in Part B.) The Trust will
terminate one year after the initial Date of Deposit.

Objectives. The objective of the Trust is to maximize total
return through capital appreciation and current dividend income. The Trust will
invest for twelve (12) months in approximately equal values of the five (5)
common stocks in the Dow Jones Industrial Average ("DJIA") having the lowest per
share stock price of the ten companies in the DJIA having the highest dividend
yield on the business day prior to the initial Date of Deposit (the "DJIA
Strategic Five"). As used herein, the term "highest dividend yield" means the
yield for each Security calculated by annualizing the last quarterly or
semi-annual ordinary dividend distributed on that Security and dividing the
result by the market value of that Security on the business day prior to the
initial Date of Deposit. This rate is historical, and there is no assurance that
any dividends will be declared or paid in the future on the Securities in the
Trust. As used herein, the term "Securities" means the common stocks initially
deposited in the Trust and described under Portfolio and any additional common
stocks acquired and held by the Trust pursuant to the provisions of the
Indenture (see "The Trust--Organization" and "Risk Factors--Additional
Securities" in Part B of this Prospectus). Further, the Securities may
appreciate or depreciate in value, dependent upon the full range of economic and
market influences affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. Therefore, there is no guarantee that the objective of the Trust
will be achieved.

Portfolio Summary. General. The Trust is comprised of those
Securities listed in the "Portfolio" in this Part A. The Trust contains an
underlying portfolio of five (5) common stocks issued by companies engaged
primarily in the following industries: ________________________________________
_____________________________________. Although there are certain risks of price
volatility associated with investment in common stocks (particularly with an
investment in one or two common stocks), your risk is reduced because your
capital is divided among 5 stocks from ___ different industry groups.

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

A-3
331449.1

<PAGE>

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. Deposits of Additional Securities in the Trust subsequent to the
90-day period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period. The number and identity of
Securities in the Trust will be adjusted to reflect the disposition of
Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities. The portfolio of the Trust may
change slightly based on such disposition. 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 DJIA Strategic Five. The yield for each security was
calculated by annualizing the last quarterly or semi-annual ordinary dividend
distributed and dividing the result by the market value of the Security one
business day prior to the initial Date of Deposit. This formula (an objective
determination) served as the basis for the Sponsor's selection of the DJIA
Strategic Five. The companies represented in the Trust are some of the most
well-known and highly capitalized companies in America. The Securities were
selected irrespective of any research recommendation by the Sponsor. Investing
in the stocks of the DJIA may be effective as well as conservative because
regular dividends are common for established companies and dividends have
accounted for a substantial portion of the total return on stocks of the DJIA as
a group.

Although Equity Strategic Five Portfolios were not available
until this year, during the last 20 years, the strategy of investing in
approximately equal values of these stocks each year generally would have
yielded a higher total return than an investment in all 30 stocks which make up
the DJIA. The following table shows the hypothetical performance of investing
approximately equal amounts in each of the DJIA Strategic Five (but not any
QUILTS Equity Strategic Five Series) at the beginning of each year and rolling
over the proceeds. They do not reflect sales charges, commissions or taxes.
These results represent past performance of the DJIA Strategic Five, and should
not be considered indicative of future results of the Trust. The DJIA Strategic
Five underperformed the DJIA in certain years. Also, investors in the Trust may
not realize as high a total return as on a direct investment in the DJIA
Strategic Five since the Trust has sales charges and expenses and may not be
fully invested at all times. Unit prices fluctuate with the value of the
underlying stocks, and there is no assurance that dividends on these stocks will
be paid or that the Units will appreciate in value.

The following table compares the actual performance of the
DJIA and approximately equal values of the DJIA Strategic Five in each of the
past 20 years, as of December 31 in each of these years:

A-4
331449.1

<PAGE>

<TABLE>
<CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
DJIA Strategic Five(1) Dow Jones Industrial Average (DJIA)
Year Appreciation(2) Actual Dividend Yield (3)Total Return(4) Appreciation(2) Actual Dividend Yield (3)Total Return(4)

Source: BEATING THE DOW, Editor: John Downes.

(1) The DJIA Strategic Five for any given year were selected by ranking the
dividend yields for each of the stocks in the DJIA as of the beginning of
that year, based upon an annualization of the last quarterly or semi-annual
regular dividend distribution (which would have been declared in the
preceding year) divided by that stock's market value on the first trading
day on the New York Stock Exchange in that year.
(2) Appreciation for the DJIA Strategic Five is calculated by subtracting the
market value of these stocks as of the first trading day on the New York
Stock Exchange in a given year from the market value of those stocks as the
last trading day in that year, and dividing the result by the market value
of the stocks as of the first trading day in that year. Appreciation for the
DJIA is calculated by subtracting the opening value of the DJIA as of the
first trading dy in each year from the closing value of the DJIA as of the
last trading day in that year, and dividing the result by the opening value
of the DJIA as of the first trading day in that year.
(3) Actual Dividend Yield for the DJIA Strategic Five is calculated by adding
the total dividends received on the stocks in the year and dividing the
result by the market value of the stocks as of the first trading day in that
year. Actual Dividend Yield for the DJIA is calculated by taking the total
dividends credited to the DJIA and dividing the result by the opening value
of the DJIA as of the first trading day in that year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income. From January 1975 through December 1994, the DJIA Strategic Five
achieved an average annual total return of _____%, as compared to the
average annual total return of the DJIA which was 14.32%. These stocks also
had a higher average dividend yield in each of the last 20 years and
outperformed the DJIA in 16 of these years. When viewed for at least three
consecutive years, this strategy never lost money.

A-5
331449.1

<PAGE>

RISK FACTORS

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 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). The
portfolio of the Trust is fixed and not "managed" by the Sponsor. All the
Securities in the Trust are liquidated during a 30 business 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 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. In addition, the Trust is considered to be
"concentrated" in stocks of companies deriving a substantial portion of their
income from the petroleum refining industry. Investment in this industry may
pose additional risks including the volatility of oil prices, the impact of oil
cartels, political uncertainty in the Middle East and increasing costs
associated with environmental damage caused by oil companies and compliance with
environmental regulations and legislation.

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 Unit Holder's Units and the
income per Unit received by the Trust.

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 Factors" in Part B of
this Prospectus).

PUBLIC OFFERING PRICE

The Public Offering Price of each Unit of the Trust is equal to the
aggregate offering price of the Securities in the Trust divided by the number of
Units of the Trust outstanding, plus a sales charge of 2.75% of the Public
Offering Price or 2.828% of the net amount invested in Securities per Unit (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" herein. During the initial
offering period orders involving at least 50,000 Units or $50,000 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 price of a single Unit, or any multiple thereof, is
calculated by dividing the Public Offering Price per 1,000 Units by 1,000 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 Unit Holders of record on the First Record Date and
thereafter distributions will be made quarterly on the 15th day of the first
month of every quarter (the "Quarterly Distribution Date"). (See "Rights of Unit
Holders -- Distributions" in

A-6
331449.1

<PAGE>

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 Unit Holder will be able to
redeem his or her Units with the Trustee (See Liquidity -- Trustee Redemption"
in Part B). The principal trading market for certain other Securities may be in
the over-the-counter market. As a result, the existence of a liquid trading
market for these Securities may depend on whether dealers will make a market in
these Securities. There can be no assurance of the making or the maintenance of
a market for any of the Securities contained in the Trust portfolio or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.

TERMINATION

During the 30 business 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 or distributed
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. Unit
Holders may elect one of the three options in receiving their terminating
distributions. Unit Holders may elect: (1) to receive their pro rata share of
the underlying Securities in kind, if they own at least _______ Units, (2) to
receive cash upon the liquidation of their pro rata share of the underlying
Securities, or (3) 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 30 business 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.

A-7
331449.1

<PAGE>

During the Liquidation Period, Unit Holders 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 they can without materially adversely affecting the price
of the Securities. Unit Holders should consult their own tax advisers in this
regard.

A-8
331449.1

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Unit Holders of
Qualified Unit Investment Liquid Trust Series ("QUILTS")
Equity Strategic Five, Series 1

We have audited the accompanying Statements of Condition and Portfolios
of Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity Strategic
Five, Series 1 as of January __, 1996. These statements are the responsibility
of the Sponsor. Our responsibility is to express an opinion on the Statements of
Condition and Portfolios based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statements of Condition and Portfolio are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Statement of Condition
and Portfolio. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The irrevocable letters of credit deposited in
connection with the securities owned as of January __, 1996, pursuant to
contracts to purchase, as shown in the Statements of Condition and Portfolio,
was confirmed to us by The Chase Manhattan Bank (National Association), the
Trustee.

In our opinion, the accompanying Statements of Condition and Portfolio
present fairly, in all material respects, the financial position of Equity
Strategic Five, Series 1 as of January __, 1996 in conformity with generally
accepted accounting principles.

BDO SEIDMAN, LLP
New York, New York
January __, 1996

A-9
331449.1

<PAGE>

QUILTS

EQUITY STRATEGIC FIVE

STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, JANUARY, 1996

TRUST PROPERTY

SERIES 1

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

INTEREST OF UNIT HOLDERS

Liability for Accrued Income to Date of Deposit.................. $
Interest of Unit Holders-- Units of Fractional
Undivided Interest Outstanding
(Equity Strategic Five, Series 1: Units)
Cost to Unit Holders(3)......................................
Accrued Liabilities(2).......................................
Less-Gross Underwriting Commissions(4).......................
Net Amount Applicable to Unit Holders........................
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 The Chase Manhattan Bank 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) Aggregate public offering price computed on Units of Equity Strategic
Five, Series 1 on the basis set forth under "Public Offering--Offering
Price" in Part B.

(4) Sales charge of 2.75% computed on Units of Equity Strategic Five,
Series 1 on the basis set forth under "Public Offering Price" in
PartB.

A-10
331449.1

<PAGE>

<TABLE>
QUILTS

Equity Strategic Ten, Series 1

PORTFOLIO
AS OF JANUARY __, 1996

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

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. cted

(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-11
331449.1

<PAGE>

UNDERWRITING SYNDICATES

The names and addresses of the Underwriters of the Units and
their participation in the offering of QUILTS Equity Strategic Five are as
follows:

Name and Address Series 1

Sponsor
OCC Distributors
World Financial Center
200 Liberty Street
New York, NY 10281

Underwriters

A-12
331449.1

<PAGE>

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

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")

EQUITY STRATEGIC FIVE, SERIES 1

THE TRUST

Organization. "QUILTS" is a "unit investment trust" designated
as set forth above 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 Date of Deposit between OCC Distributors, as Sponsor, and The Chase
Manhattan Bank (National Association), as Trustee.

The Portfolio of the Trust contains the five (5) common stocks
in the Dow Jones Industrial Average ("DJIA") (which is not affiliated with the
Sponsor) having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield on the business day prior to the initial
Date of Deposit (the "DJIA Strategic Five"). As used herein, the term "highest
dividend yield" means the yield for each Security calculated by annualizing the
last quarterly or semi-annual ordinary dividend distributed on that Security and
dividing the result by the market value of that Security on the business day
prior to the initial Date of Deposit. This rate is historical, and there is no
assurance that any dividends will be declared or paid in the future on the
Securities in the Trust. As used herein, the term "Securities" means the common
stocks initially deposited in the Trust and described under Portfolio and any
additional common stocks acquired and held by the Trust pursuant to the
provisions of the Indenture.

On the initial Date of Deposit, the Sponsor deposited with the
Trustee 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 Unit
Holders. (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 thousand 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 Unit Holders, 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

331449.1

<PAGE>

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

Objectives. The objective of the Trust is to maximize total
return through capital appreciation and current dividend income. The Trust will
invest for one year in approximately equal values of the five (5) common stocks
in the DJIA having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield one business day prior to the initial
Date of Deposit. Investing in DJIA stocks with the highest dividend yields may
be effective in achieving the Trust's investment objectives because regular
dividends are common for established companies and dividends have accounted for
a substantial portion of the total return on DJIA stocks as a group. Further,
the Securities may appreciate or depreciate in value, dependent upon the full
range of economic and market influences affecting corporate profitability, the
financial condition of issuers and the prices of equity securities in general
and the Securities in particular. Investors should note that the Trust's
selection criteria were applied to the Securities one business day prior to the
initial Date of Deposit. Since the Sponsors may deposit additional Securities in
connection with the sale of additional Units, the yields on these Securities may
change subsequent to the initial Date of Deposit. Therefore, there is no
guarantee that the objective of the Trust will be achieved.

The DJIA Strategic Five. The Trust is a fixed diversified
portfolio of the five common stocks in the Dow Jones Industrial Average having
the lowest per share stock price of the ten companies in the DJIA having the
highest dividend yield one business day prior to the initial Date of Deposit.
The Trust seeks a higher total return than the DJIA by acquiring these five
established, widely held stocks with the lowest price of the DJIA's ten highest
yielding common stocks one business day before the Trust is created, and holding
them for about one year. There can be no assurance that the dividend rates will
be maintained. Reduction or elimination of a dividend could adversely affect the
stock price as well. Purchasing a portfolio of these stocks as opposed to one or
two can achieve a more diversified holding. There is only one investment
decision instead of five, four quarterly dividends instead of 20. An investment
in the Trust can be cost-efficient, avoiding the odd-lot costs of buying small
quantities of securities directly. Investment in a number of companies with high
dividends relative to their stock prices (usually because their stock prices are
depressed) is designed to increase the Trust's potential for higher returns. The
Trust's return will consist of a combination of capital appreciation and current
dividend income. The Trust will terminate in about one year, when investors may
choose to either receive the distribution in kind (if they own at least ____
Units) in cash or reinvest in the next QUILTS Equity Strategic Five Series (if
available) at a reduced sales charge.

B-2
331449.1

<PAGE>

The Dow Jones Industrial Average. Each of the Securities has
been taken from the DJIA. The DJIA comprises 30 common stocks chosen by the
editors of The Wall Street Journal as representative of the board market and of
American industry. The companies are major factors in their industries and their
stocks are widely held by individuals and institutional investors. Changes in
the components of the DJIA are made entirely by the editors of The Wall Street
Journal without consultation with the companies, the stock exchange or any
official agency. For the sake of continuity, changes are made rarely. Most
substitutions have been the result of mergers, but from time to time, changes
may be made to achieve a better representation. The components of the DJIA may
be changed at any time for any reason. Any changes in the components of the DJIA
after the date of this Prospectus will not cause a change in the identity of the
common stocks included in the Trust Portfolio, inducing any additional
Securities deposited in the Trust.

The first DJIA, consisting of 12 stocks, was published in The
Wall Street Journal in 1896. The list grew to 20 stocks in 1916 and to 30 stocks
on October 1, 1928. Taking into account a number of name changes, 9 of the
original companies are still in the DJIA today. For two periods of 17
consecutive years each, there were no changes to the list: March 14, 1939 - July
1956 and June 1, 1959 - August 6, 1976.

List as of October 1, 1928 Current List
- -------------------------- ------------
Allied Chemical AT&T Corporation
American Can Allied Signal
American Smelting Aluminum Company of America
American Sugar American Express Company
American Tobacco Bethlehem Steel Corporation
Atlantic Refining Boeing Company
Bethlehem Steel Corporation Caterpillar Inc.
Chrysler Corporation Chevron Corporation
General Electric Company Coca-Cola Company
General Motors Corporation Walt Disney Company
General Railway Signal E.I. du Pont de Nemours & Company
Goodrich Eastman Kodak Company
International Harvester Exxon Corporation
International Nickel General Electric Company
Mack Trucks General Motors Corporation
Nash Motors Goodyear Tire & Rubber Company
North American International Business Machines
Corporation
Paramount Publix International Paper Company
Postum, Inc. McDonald's Corporation
Radio Corporation of America (RCA) Merck & Company, Inc.
Sears, Roebuck & Company Minnesota Mining & Manufacturing Company
Standard Oil of New Jersey J.P. Morgan & Company, Inc.
Texas Corporation Phillip Morris Companies, Inc.
Texas Gulf Sulphur Proctor & Gamble Company
Union Carbide Corporation Sears, Roebuck & Company
United States Steel Company Texaco, Inc.
Victor Talking Machine Union Carbide Corporation
Westinghouse Electric Corporation United Technologies Corporation
Woolworth Corporation Westinghouse Electric Corporation
Wright Aeronautical Woolworth Corporation

B-3
331449.1

<PAGE>

Portfolio. The Trust consists of those Securities listed in
the "Portfolio" in Part A (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 nor the Trustee
will be liable in any way for any default, failure or defect in any Securities.

All of the Securities are publicly traded on the New York
Stock Exchange. 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.

RISK FACTORS

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 value of a Portfolio Security's
issuer and the ability of such an issuer to distribute dividends. The Trust is
not a "managed registered investment company" and Securities will not be sold by
the Trustee as a result of ordinary market fluctuations. Unlike a managed
investment company in which there may be frequent changes in the portfolio of
securities based upon economic, financial and market analyses, securities of a
unit investment trust, such as the Trust, are not subject to such frequent
changes based upon continuous analysis. 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 Sponsor 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 Sponsor, 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 Sponsor and its affiliates. However, because these
clients have "managed" portfolios and 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 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 or distributed during a 30 business 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

B-4
331449.1

<PAGE>

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 Unit Holder's Units and the Income per Unit
received by the Trust. In particular, Unit Holders 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 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.

Petroleum Refining Companies. The Portfolio may be considered
to be concentrated in common stocks of companies engaged in refining and
marketing oil and related products. According to the U.S. Department of
Commerce, the factors which will most likely shape the industry to 1996 and

B-5
331449.1

<PAGE>

beyond include the price and availability of oil from the Middle East, changes
in United States environmental policies and the continued decline in U.S.
production of crude oil. Possible effects of these factors may be increased U.S.
and world dependence on oil from the Organization of Petroleum Exporting
Countries ("OPEC") and highly uncertain and potentially more volatile oil prices
and a higher rate of growth for natural gas production than for other fuels.
Factors which the Sponsor believes may increase the profitability of oil and
petroleum operations include increasing demand for oil and petroleum products as
a result of the continued increases in annual miles driven and the improvement
in refinery operating margins caused by increases in average domestic refinery
utilization rates. The existence of surplus crude oil production capacity and
the willingness to adjust production levels are the two principal requirements
for stable crude oil markets. Without excess capacity, supply disruptions in
some countries cannot be compensated for by others. Surplus capacity in Saudi
Arabia and a few other countries and the utilization of that capacity during the
Persian Gulf crisis prevented severe market disruption. Although unused capacity
can contribute to market stability, it ordinarily creates pressure to
overproduce and contributes to market uncertainty. The likely restoration of a
large portion of Kuwait and Iraq's production and export capacity over the next
few years could lead to such a development in the absence of substantial growth
in world oil demand. Formerly, OPEC members attempted to exercise control over
production levels in each country through a system of mandatory production
quotas. As a result of the crisis in the Middle East, the mandatory system has
since been replaced with a voluntary system. Production under the new system has
had to be curtailed on at least one occasions as a result of weak prices, even
in the absence of supplies from Iraq. The pressure to deviate from mandatory
quotas, if they are reimposed, is likely to be substantial and could lead to a
weakening of prices. In the longer term, additional capacity and production will
be required to accommodate the expected increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and exports
from the former Soviet Union. Only a few OPEC countries, particularly Saudi
Arabia, have the petroleum reserves that will allow the required increase in
production capacity to be attained. Given the large-scale financing that is
required, the prospect that such expansion will occur soon enough to meet the
increased demand is uncertain.

Declining U.S. crude oil production will likely lead to
increased dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to environmental
concerns will also pose serious challenges to the industry over the coming
decade. Refiners are likely to be required to make heavy capital investments and
make major production adjustments in order to comply with increasingly stringent
environmental legislation, such as the 1990 amendments to the Clean Air Act. If
the cost of these changes is substantial enough to cut deeply into profit,
smaller refiners may be forced out of the industry entirely. Moreover, lower
consumer demand due to increases in energy efficiency and conservation, due to
gasoline reformulations that call for less crude oil, due to warmer winters or
due to a general slowdown in economic growth in this country and abroad, could
negatively affect the price of oil and the profitability of oil companies.
Cheaper oil could also decrease demand for natural gas. However, no assurance
can be given that the demand for or the price of oil will increase or that if
either anticipated increase does take place, it will not be marked by great
volatility.

In addition, any future scientific advances concerning new
sources of energy and fuels or legislative changes relating to the energy
industry or the environment could have a negative impact on the petroleum
product or natural gas industry. While legislation has been enacted to
deregulate certain aspects of the oil industry, no assurances can be given that
new or additional regulations will not be adopted. Each of the problems referred
to could adversely affect the financial stability of the issuers of any
petroleum industry stocks in the Trust.

Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unit Holders are

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urged to consult their own tax advisers. Further, at any time after the Initial
Date of Deposit, legislation may be enacted, with respect to the Securities in
the Trust or the issuers of the Securities. Changing approaches to regulation,
particularly with respect to the environment or with respect to the petroleum
industry, may have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

PUBLIC OFFERING

Offering Price. The Public Offering Price per 1,000 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 1,000
plus a sales charge of 2.75% of the Public Offering Price per 1,000 Units or
2.828% of the net amount invested in Securities per 1,000 Units including,
during the initial public offering period. In addition, the net amount invested
in Securities will involve a proportionate share of amounts in the Income
Account and Principal Account, if any. The Public Offering Price can vary on a
daily basis from the amount stated on the cover of this Prospectus in accordance
with fluctuations in the market value of the Securities and the price to be paid
by each investor will be computed as of the date the Units are purchased.

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: because the Securities are listed on a national securities
exchange, this evaluation is based on the closing sale prices on that exchange
as of the Evaluation Time (unless the Trustee deems these prices inappropriate
as a basis for valuation). If the Trustee deems these prices inappropriate as a
basis for evaluation, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or by such other appraisal deemed
appropriate by the Trustee, or (c) by any combination of the above, each as of
the Evaluation Time.

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

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<TABLE>
<CAPTION>
Volume Discount
from Public Approximate Approximate
Number of Units Sales Offering per Reduced Dealer/Agent
or Dollar Amounts Charge Unit Sales Charge Concession

<S> <C> <C> <C> <C>
Less than 50,000 2.75% - - 1.85%
50,000 but less than 100,000 % % % %
100,000 but less than 150,000 % % % %
150,000 and above* % % % %
</TABLE>

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

Distribution of Units. During the initial offering period (i)
Units issued on the initial Date of Deposit and (ii) Additional Units issued
after such date in respect of additional deposits of Securities, will be
distributed by the Sponsor and dealers at the Public Offering Price. The initial
offering period in each case is thirty days unless extended by the Sponsor for
Units specified in (i) and (ii) in the preceding sentence. In addition, Units
may be distributed through dealers who are members of the National Association
of Securities Dealers, Inc. or other financial intermediaries as permitted by
law. Certain banks and thrifts will make Units of the Trust available to their
customers on an agency basis. A portion of the sale charge paid by their
customers is retained by or remitted to the banks. Under the Glass-Steagall Act,
banks are prohibited from underwriting Units; however, the Glass-Steagall Act
does permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are permitted under such
Act. In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

The Sponsor intends to qualify the Units of the Trust for sale
in the following states:
. Additional states may be added from time to
time.

The Sponsor may provide additional concessions to its
affiliates in connection with the distribution of the Units. The Sponsor
reserves the right to change the dealers concession at any time. Such Units may
then be distributed to the public by the dealers at the Public Offering Price
then in effect. The Sponsor reserves the right to reject, in whole or in part,
any order for the purchase of Units. 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 its own
assets and out of the assets of the Trust. These programs will not change the
price Unit Holders pay for their Units or the amount that the Trust will receive
from the Units sold.

- --------
* For any transactions of 150,000 Units or more or over $150,000, the
Sponsor intends to negotiate the applicable sales charge and such charge
will be disclosed to any such purchaser.

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Sponsor's Profits. The Sponsor will receive a gross
underwriting commission (although the net commission retained will be lower
because of the concession paid to dealers) equal to 2.75% of the Public Offering
Price per Unit (equivalent to 2.828% of the net amount invested in the
Securities) for the Trust. 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" in Part A). The Sponsor may realize profits or sustain
losses with respect to Securities deposited in the Trust which were acquired
from underwriting syndicates of which it was a member.

The Sponsor may have participated as a sole underwriter or
manager, co-manager or member of underwriting syndicates from which some of the
aggregate principal amount of the Securities were acquired for the Trust in the
amounts set forth in Part A.

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

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

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

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

RIGHTS OF UNIT HOLDERS

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 thousand 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 Unit
Holder to pay $2.00 for each

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<PAGE>

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 Unit Holder from the Income Account are
computed as of the close of business on each Record Date for the following
Distribution Date. 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 Unit Holders of the
Trust on or shortly after the 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 next Distribution Date.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the Distribution Date following the first
Record Date on which they are a Unit Holder of record.

As of each month the Trustee will deduct from the Income
Account of the Trust, and, to the event 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 dividend distribution per 1,000 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 1,000 Units.

Records. The Trustee shall furnish Unit Holders 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 1,000 Units. Within a reasonable
time after the end of each calendar year the Trustee will furnish to each person
who at any time during the calendar year was a Unit Holder 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 1,000 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 1,000 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 1,000 Units based upon the last computation thereof made
during such calendar year; and (e) amounts actually distributed to Unit Holders
during such calendar year from the Income and Principal

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<PAGE>

Accounts, separately stated, of the Trust, expressed both as total dollar
amounts and as dollar amounts representing the pro rata share of each 1,000
Units outstanding on the last business day of such calendar year.

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

Expenses and Charges.

Initial Expenses

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, 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. 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.

Fees

The Sponsor will not charge the Trust a fee for their services
as such. (See "Sponsor's Profits.")

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
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 Unit Holders".

The Trustee's fees applicable to a Trust are payable 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 Unit
Holders by amounts not exceeding proportionate increases in consumer prices for
services as measured by the United States Department of Labor's Consumer Price
Index entitled "All Services Less Rent."

Other Charges

The following additional charges are or may be incurred by the
Trust: all expenses (including audit and counsel fees) of the Trustee incurred
and advances made in connection with its activities under the Trust Agreement,
including annual audit expenses of independent public accountants selected by
the Sponsor (so long as the Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds 50 cents per 1,000 Units), the
expenses and costs of any action undertaken by the Trustee to protect the Trust
and the rights and interests of the Unit Holders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith

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<PAGE>

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.

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"). Unit Holders
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 Unit Holders 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 Unit Holders in the manner set forth below.

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

3. During the 90-day period subsequent to the initial
issuance date, the Sponsor reserves the right to deposit additional
Securities that are substantially similar to those establishing the
Trust. This retained right falls within the guidelines promulgated by
the Internal Revenue Service ("IRS") and should not affect the taxable
status of the Trust.

A taxable event will generally occur with respect to each Unit
Holder when the Trust disposes of a Security (whether by sale, exchange or
redemption) or upon the sale, exchange or redemption of Units by such Unit
Holder. The price a Unit Holder 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 Unit Holder
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 Unit Holder's pro rata
portion of dividends paid with respect to a Security held by a Trust are taxable
as ordinary income to the extent of such corporation's

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<PAGE>

current and accumulated "earnings and profits" as defined by Section 316 of the
Code. A Unit Holder's pro rata portion of dividends paid on such Security that
exceed such current and accumulated earnings and profits will first reduce a
Unit Holder's tax basis in such Security, and to the extent that such dividends
exceed a Unit Holder's tax basis in such Security will generally be treated as
capital gain.

A distribution of Securities by the Trustee to a Unit Holder
(or to his agent, including the Sponsor) upon redemption of Units (or an
exchange of Units for Securities by the Unit Holder with the Sponsor) will not
be a taxable event to the Unit Holder or to other Unit Holders. The redeeming or
exchanging Unit Holder's basis for such Securities will be equal to his basis
for the same Securities (previously represented by his Units) prior to such
redemption or exchange, and his holding period for such Securities will include
the period during which he held his Units. A Unit Holder will have a taxable
gain or loss, which will be a capital gain or loss except in the case of a
dealer or a financial institution, when the Unit Holder (or his agent, including
the Sponsor) sells the Securities so received in redemption for cash, when a
redeeming or exchanging Unit Holder receives cash in lieu of fractional shares,
when the Unit Holder sells his Units for cash or when the Trustee sells the
Securities from the Trust. However, to the extent a Rollover Unit Holder invests
his redemption proceeds in units of an available series of the QUILTS Equity
Strategic Five (a "Rollover QUILTS"), such Unit Holder generally will not be
entitled to a deduction for any losses recognized upon the disposition of any
Securities to the extent that such Unit Holder is considered the owner of
substantially identical securities under the grantor trust rules described above
as applied to such Unit Holder's ownership of Units in a Rollover QUILTS, if
such substantially identical securities were acquired within a period ending 30
days after such disposition. If a loss is incurred on the disposition of a
Security and, during the period beginning 30 days before the disposition of such
Security and ending 30 days after such date, the taxpayer acquires, enters into
a contract to acquire, or acquires an option to acquire, substantially identical
Securities, a tax loss is generally not available.

A Unit Holder'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
Unit Holder has held his Units for more than one year. Individuals who realize
long-term capital gains may be subject to a reduced tax rate on such gains. Such
lower rate will be unavailable to those non-corporate Unit Holders who, as of
the Mandatory Termination Date (or earlier termination of the Trust), have held
their units for less than a year and a day. Similarly, with respect to
non-corporate Rollover Unit Holders, this lower rate will be unavailable if, as
of the beginning of the Liquidation Period, such Rollover Unit Holders have held
their shares for less than a year and a day. The deduction of capital losses is
subject to limitations. Tax rates may increase prior to the time when Unit
Holders may realize gains from the sale, exchange or redemption of Units or
Securities.

A Unit Holder'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 Unit Holder
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 of
non-corporate Unit Holders may be deducted against ordinary income.

Under Section 67 of the Code and the accompanying Regulations,
a Unit Holder 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 Unit Holder'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 Unit Holder an annual statement containing information relating to the
dividends received by the Trust on the

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<PAGE>

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 Unit Holder 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 Unit Holder's pro rata
portion of dividends 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 Unit Holder owns certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation.
Accordingly, Unit Holders should consult their tax adviser in this regard.
Recent legislative proposals if enacted would reduce the rate of the dividends
received deduction.

As discussed in the section "Termination", each Unit Holder
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).

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.

Retirement Plans

This Trust may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans, certain of which are briefly described below. Generally,
capital gains and income received in each of the foregoing plans are exempt from
Federal taxation. All distributions from such plans are generally treated as
ordinary income but may,

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<PAGE>

in some cases, be eligible for special 5 or 10 year averaging or tax-deferred
rollover treatment. Unit Holders in IRAs, Keogh plans and other tax-deferred
retirement plans should consult their plan custodian as to the appropriate
disposition of distributions. Investors considering participation in any of
these plans should review specific tax laws related thereto and should consult
their attorneys or tax advisers with respect to the establishment and
maintenance of any of these plans. These plans are offered by brokerage firms,
including the Sponsor of the Trust, and other financial institutions. Fees and
charges with respect to such plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of
the Trust may be purchased by retirement plans established pursuant to
Self-Employed Individuals Tax Retirement Act of 1962 ("Keogh plans") for
self-employed individuals, partnerships or unincorporated companies. Qualified
individuals may generally make annual tax-deductible contributions up to the
lesser of 20% of annual compensation or $30,000 to Keogh plans. The assets of
the plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Generally, there are penalties for premature
distributions from a plan before attainment of age 591/2, except in the case of
a participant's death or disability and certain other related circumstances.
Keogh plan participants may also establish separate IRAs (see below) to which
they may contribute up to an additional $2,000 per year ($2,250 in a spousal
account).

Individual Retirement Account--IRA. Any individual (including
one covered by an employer retirement plan) can establish an IRA or make use of
a qualified IRA arrangement set up by an employer or union for the purchase of
Units of the Trust. Any individual can make a contribution in an IRA equal to
the lesser of $2,000 ($2,250 in a spousal account) or 100% of earned income;
such investment must be made in cash. However, the deductible amount an
individual may contribute will be reduced if the individual's adjusted gross
income exceeds $25,000 (in the case of a single individual), $40,000 (in the
case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). A married individual filing a
separate return will not be entitled to any deduction if the individual is
covered by an employer-maintained retirement plan without regard to whether the
individual's spouse is an active participant in an employer retirement plan.
Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. It should be noted that certain
transactions which are prohibited under Section 408 of the Code will cause all
or a portion of the amount in an IRA to be deemed to be distributed and subject
to tax at that time. A participant's entire interest in an IRA must be, or
commence to be, distributed to the participant not later than the April 1
following the taxable year during which the participant attains age 701/2.
Taxable distributions made before attainment of age 591/2, except in the case of
the participant's death or disability or where the amount distributed is part of
a series of substantially equal periodic (at least annual) payments that are to
be made over the life expectancies of the participant and his or her
beneficiary, are generally subject to a surtax in an amount equal to 10% of the
distribution.

Corporate Pension and Profit-Sharing Plans. A pension or
profit-sharing plan for employees of a corporation may purchase Units of the
Trust.

LIQUIDITY

Sponsor Repurchase. The Sponsor, although not obligated to do
so, currently intends to maintain a secondary market for the Units and
continuously to offer to repurchase the Units. The Sponsor's secondary market
repurchase price after the initial public offering is completed, will be based
on the aggregate value of the Securities in the Trust portfolio and will be the
same as the redemption price. The aggregate value will be determined by the
Trustee on a daily basis after the initial public offering is completed and
computed on the basis set forth under "Liquidity--Trustee Redemption." During
the initial offering period, the Sponsor's repurchase price will be based on the
aggregate offering

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price of the Securities in the Trusts. Unit Holders who wish to dispose of their
Units should inquire of the Sponsor as to current market prices prior to making
a tender for redemption. The Sponsor may discontinue repurchase of Units if the
supply of Units exceeds demand, or for other business reasons. The date of
repurchase is deemed to be the date on which Units are received in proper form
by OCC Distributors, Two World Financial Center, 225 Liberty Street, New York,
NY 10080-6116. Units received after 4 P.M., New York Time, will be deemed to
have been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unit Holder may be able to dispose of Units only by
tendering them to the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate offering
price of the Securities in the Trust plus a 2.75% sales charge (2.828% 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
Unit Holders, elect to purchase any Units tendered to the Trustee for redemption
(see "Liquidity--Trustee Redemption" in this Part B). Factors which the Sponsor
will consider in making a determination will include the number of Units of the
Trust which it has in inventory, its estimate of the salability and the time
required to sell such Units and general market conditions. For example, if in
order to meet redemptions of Units the Trustee must dispose of Securities, and
if such disposition cannot be made by the redemption date (seven calendar days
after tender), the Sponsor may elect to purchase such Units. Such purchase shall
be made by payment to the Unit Holder not later than the close of business on
the redemption date of an amount equal to the Redemption Price on the date of
tender.

Trustee Redemption. Units may also be tendered to the Trustee
for redemption at its corporate trust office at 770 Broadway, New York, New York
10003, upon proper delivery of such Units and payment of any relevant tax. At
the present time there are no specific taxes related to the redemption of Units.
No redemption fee will be charged by the Sponsor or the Trustee. Units redeemed
by the Trustee will be cancelled.

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.") Unit Holders 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 seven calendar days following a tender for redemption,
or, if such seventh day is not a business day, on the first business day prior
thereto, the Unit Holder will be entitled to receive in cash an amount for each
Unit tendered equal to the Redemption Price per Unit computed as of the
Evaluation Time set forth under "Summary of Essential Information" for each
Trust in Part A on the date of tender. The "date of tender" is deemed to be the
date on which Units are received by the Trustee, except that with respect to
Units received after the close of trading on the New York Stock Exchange, the
date of tender is the next day on which such Exchange is open for trading, and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the Redemption Price computed on that day.

A Unit Holder 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

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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
of the Securities in the Portfolio. 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 Trust. 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 1,000 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
Unit Holders 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 _______ 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 Unit Holder'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 Unit Holders 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 Unit Holder is entitled. If funds in the Principal Account
are insufficient to cover the required cash distribution to the tendering Unit
Holder, 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 or Units for redemption, in lieu of redeeming such Unit,
to sell such Unit in the over-the-counter market for the account of the
tendering Unit Holder at prices which will return to the Unit Holder an amount
in cash, net after deducting brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Price for such Unit. The
Trustee will pay the net proceeds of any such sale to the Unit Holder on the day
he would otherwise be entitled to receive payment of the Redemption Price.

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

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

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;
or

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 Unit Holders.

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 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, except that the
Sponsor may instruct the Trustee to accept such an offer or to take any other
action with respect thereto as the Sponsor may deem proper if the issuer failed
to declare or pay, amounts owed with respect thereto.

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 within 90 days subsequent to the
initial Date of Deposit, provided that the original proportionate relationship
among the number of shares of each Security

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<PAGE>

established on the Initial Date of Deposit is maintained to the extent
practicable. Deposits of Additional Securities in the Trust subsequent to the
90-day period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period.

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 Unit
Holders: (1) to cure any ambiguity or to correct or supplement any provision
which may be defective or inconsistent; (2) to change any provision thereof as
may be required by the Securities and Exchange Commission or any successor
governmental agency; or (3) to make such other provisions in regard to matters
arising thereunder as shall not adversely affect the interests of the Unit
Holders.

The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the consent of
the holders of Certificates evidencing 662/3% of the Units then outstanding for
the purpose of modifying the rights of Unit Holders; provided that no such
amendment or waiver shall reduce any Unit Holder's interest in 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
Unit Holders, 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 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 Unit Holders. Such notice will provide Unit Holders
with three options by which to receive their pro rata share of the net asset
value of the Trust.

1. A Unit Holder who owns at least __________ 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 Unit Holders at
least 20 days prior to such date) (see Part A - "Summary of Essential
Information" for the date of the commencement of the Liquidation
Period), and whose interest in the Trust entitles him to receive at
least one

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<PAGE>

share of each underlying Security, will have his Units redeemed on
commencement of the Liquidation Period by distribution of the Unit
Holder'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. Unit
Holders subsequently selling such distributed Securities will incur
brokerage costs when disposing of such Securities. Unit Holders should
consult their own tax adviser in this regard.

A Unit Holder 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 Unit Holder's interest in the
Trust as set forth below.

2. to receive in cash such Unit Holder'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 30 business days immediately following the
commencement of the Liquidation Period. The Unit Holder's Redemption
Price per Unit on the settlement date of the last trade of a Security
in the Trust will be distributed to such Unit Holder within 3 business
days of the settlement of the trade of the last Security to be sold;
and/or

3. to invest such Unit Holder's pro rata share of the
net asset value 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 30 business days immediately following the commencement of the
Liquidation Period, in units of an available series of QUILTS Equity
Strategic Five ("Rollover QUILTS") provided one is offered. It is
expected that a special redemption and liquidation will be made of all
Units of this Trust held by Unit Holder (a "Rollover Unit Holder") who
affirmatively notifies the Trustee in writing by the Rollover
Notification Date set forth in the "Summary of Essential Information"
in Part A. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a Rollover QUILTS or any
other security. A Unit Holder's election to participate in this option
will be treated as an indication of interest only. A Rollover Unit
Holder's Units will be redeemed in kind and the Securities disposed of
over the Liquidation Period. As long as the Unit Holder confirms his
interest in purchasing units of the Rollover QUILTS and units are
available, the proceeds of the sales (net of brokerage commissions,
governmental charges and any other selling expenses) will be reinvested
in units of the Rollover QUILTS at their net asset value plus the
applicable sales charge. Such purchaser may be entitled to a reduced
sales load of approximately 1.85% of the Public Offering Price upon the
purchase of units of the Rollover QUILTS. It is expected that the terms
of the Rollover QUILTS will be substantially the same as the terms of
the Trust described in this Prospectus, and that a similar procedure
for redemption, liquidation and investment in a subsequent QUILTS
Equity Strategic Ten series will be available for each new Trust
approximately one year after the creation of that Trust. At any time
prior to the purchase by the Unit Holder of units of a Rollover QUILTS
such Unit Holder 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 Unit Holder from recognizing taxable
capital gain or loss (except in the case of a loss, if the Rollover
QUILTS is treated as substantially identical to the Trust) as a result
of the liquidation, even though no cash will be distributed to pay
taxes. Unit Holders should consult their own tax advisers in this
regard. (See "Tax Status".)

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 30 business days immediately following the commencement of
the Liquidation Period. The Sponsor, on behalf of the Trustee, will sell the
distributed Securities as quickly as practicable, unless prevented by unusual
and unforeseen

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<PAGE>

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. The Redemption Price Per Unit upon the settlement of the last sale
of Securities during the Liquidation Period will be distributed to Unit Holders
in redemption of such Unit Holders' interest in the Trust.

Depending on the amount of proceeds to be invested in Units of
Rollover QUILTS and the amount of other orders for Units in Rollover QUILTS, the
Sponsor may purchase a large amount of securities for Rollover QUILTS in a short
period of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
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 30 business day period as described above is in the
best interest of a Unit Holder 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 30 days if, in the Sponsor's judgment, such
sales are in the best interest of Unit Holders. 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 Unit Holders. There can
be no assurance, however, that any adverse price consequences of heavy trading
will be mitigated.

Unit Holders who do not make any election will be deemed to
have elected to receive the Redemption Price per Unit 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 Unit Holder. If the Sponsor so decides, the Sponsor will notify
the Trustee of that decision, and the Trustee will notify the Unit Holders prior
to the commencement of the Liquidation Period. All Unit Holders will then elect
either option 1, if eligible, or option 2.

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

Investors should be aware that the staff of the Division of
Investment Management of the Securities and Exchange Commission ("SEC") is of
the view that the rollover described in option 3 above would constitute an
"exchange offer" for the purposes of Section 11(c) of the Investment Company Act
of 1940, and would therefore be prohibited absent an exemptive order. The
Sponsor has received an exemptive order under Section 11(c) which it believes
permits it to offer the rollover option, but no assurance can be given that the
SEC will concur with the Sponsor's position and additional regulatory approvals
may be required.

The Sponsor. Effective as of November 28, 1995 the Sponsor,
Quest for Value Distributors, changed its name to OCC Distributors. The Sponsor
is a majority-owned subsidiary of Oppenheimer Capital. Since 1969, Oppenheimer
Capital has managed assets for many of the nation's largest pension plan
clients. Today, the firm has over $37 billion under management from separate
accounts and money market funds. The Quest for Value organization was created in
1988 to introduce mutual funds designed to help individual investors achieve
their financial goals. OCC Distributors is committed to retirement planning and
services geared to the long term investment goals of the individual investor.
The Sponsor, a Delaware general partnership, is engaged in the mutual fund
distribution business. It is a member of the National Association of Securities
Dealers, Inc.

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

The Sponsor is liable for the performance of its obligations
arising from its responsibilities under the Trust Agreement, but will be under
no liability to Unit Holders for taking any action, or refraining from taking
any action, in good faith pursuant to the Trust Agreement, or for errors in
judgment except in cases of its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.

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

The Trustee. The Trustee is The 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 (800)
428-8890. The Trustee is subject to the 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 an
disposition of any moneys, Securities or Certificates in accordance with the
Trust Agreement, except in case of its own willful misfeasance, bad faith,
negligence or reckless disregard of its obligations and duties. In addition, the
Trustee shall not be liable for any taxes or other governmental charges imposed
upon or in respect of the Securities or the 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 Unit Holders."

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

Any corporation into which the Trustee may be merged or with
which it may be consolidated, or an corporation resulting from any merger or
consolidation to which the Trustee shall

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<PAGE>

be a party, shall be the successor Trustee. The Trustee must always be a banking
corporation organized under the laws of the United States or any State and have
at all times an aggregate capital, surplus and undivided profits of not less
than $2,500,000.

OTHER MATTERS

Legal Opinions. The legality of the Units offered hereby and
certain matters relating to federal tax law have been passed upon by Battle
Fowler LLP, 75 East 55th Street, New York, New York 10022 as counsel for the
Sponsor. Messrs. Carter, Ledyard & Milburn, Two Wall Street, New York, New York
10005 have acted as counsel for the Trustee.

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

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<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

(A Unit Investment Trust)

Equity Strategic Five, Series 1

Prospectus Dated: January __, 1996

Sponsor: Trustee:
OCC Distributors The Chase Manhattan Bank
Two World Financial Center (National Association)
225 Liberty Street 770 Broadway
New York, New York 10080- 6116 New York, New York 10003
(800) 628-6664 (800) 428-8890

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

Table of Contents
Title Page

PART A
Summary of Essential Information................................ A-2
Independent Auditors' Report.................................... A-9
Statement of Condition..........................................A-10
Portfolio and Cash Flow Information.............................A-11
Underwriting Syndicates.........................................A-12

PART B
The Trust........................................................B-1
Risk Factors.....................................................B-4
Public Offering..................................................B-7
Rights of Unit Holders ..........................................B-9
Tax Status......................................................B-12
Liquidity.......................................................B-15
Trust Administration............................................B-18

No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon as
having been authorized by the Trust, the Trustee, the Evaluator, or the Sponsor.
The Trust is a registered as unit investment trust under the Investment Company
Act of 1940. Such registration does not imply that the Trust or any of its Units
have been guaranteed, sponsored, recommended or approved by the United States or
any state or any agency or officer thereof.
This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in any state to any person to whom it is not
lawful to make such offer in such state.
Parts A and B of this Prospectus do not contain all of the information
set forth in the registration statement and exhibits thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, and the Investment Company Act of 1940, and to which reference is made.

331449.1

<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

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

ITEM B--CONTENTS OF REGISTRATION STATEMENT

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

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

Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
BDO Seidman, LLP
The Chase Manhattan Bank (National Association) (included in
Exhibit 5.1)

The following exhibits:

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

*1.1.1 -- Trust Indenture and Agreement.

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

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

*2.1 -- Form of Certificate.

*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-i
331443.1

<PAGE>

*5.1 -- Consent of the Evaluator.

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

*27 -- Financial Data Schedule (for EDGAR filing only).
- --------
* To be filed by Amendment.

II-ii
331443.1

<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,
Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity Strategic Five,
Series 1 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 11th day of January, 1996.

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES
("QUILTS"), EQUITY STRATEGIC FIVE, SERIES 1
(Registrant)

OCC DISTRIBUTORS
(Depositor)

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

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

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

NAME TITLE DATE

STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert

NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher

ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger

JOSEPH LAMOTTA* Director
Joseph LaMotta

ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez

*By: /s/ SUSAN A. MURPHY January 11, 1996
(Susan A. Murphy, Attorney-in-Fact)

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

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331443.1

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Unit Holders of
QUILTS, Equity Strategic Five, Series 1

We have issued our report dated January __, 1996 on the Statements of Condition
and Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS"),
Equity Strategic Five, Series 1 as of January __, 1996 contained in the
Registration Statement on Form S-6 and the Prospectus. We consent to the use of
our report in the Registration Statement and Prospectus and to the use of our
name as it appears under the caption "Independent Auditors."

BDO Seidman, LLP

New York, New York
January __, 1996

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331443.1