ABC CO STRYPES TRUST
N-2/A, 1997-09-16
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   As filed with the Securities and Exchange Commission 
               on September 16, 1997    
                                             Securities Act File No. 333-1787
                                     Investment Company Act File No. 811-7565
- -----------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   Form N-2
                       (check appropriate box or boxes)

/x/        Registration Statement Under The Securities Act of 1933
   /x/                     Pre-Effective Amendment No. 6    
/ /                      Post-Effective Amendment No.
                                    and/or
/x/    Registration Statement Under The Investment Company Act of 1940

   /x/                            Amendment No. 6    

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

                           c/o Puglisi & Associates
                              850 Library Avenue
                                  Suite 204
                           Newark, Delaware  19715

                   (Address of Principal Executive Offices)

      Registrant's Telephone Number, including Area Code: (302) 738-6680

                              Donald J. Puglisi
                              850 Library Avenue
                                  Suite 204
                           Newark, Delaware  19715

                   (Name and Address of Agent for Service)

                                  Copies to:

    Norman D. Slonaker, Esq.                  Thomas J. Rice, Esq.
    Craig E. Chapman, Esq.                    Coudert Brothers
    Brown & Wood LLP                          1114 Avenue of the Americas
    One World Trade Center                    New York, New York 10036-7703
    New York, New York  10048-0557

    Approximate date  of proposed public  offering:   As soon  as practicable
after the effective date of this Registration Statement.

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

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

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

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

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

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

                            CROSS-REFERENCE SHEET


<TABLE>
<CAPTION>
Item Number in Form N-2                                                         Caption in Prospectus
PART A - INFORMATION REQUIRED IN A PROSPECTUS

<S> <C>                                                          <C>                   
1.  Outside Front Cover   . . . . . . . . . . . . . . . . . . . . Front Cover Page
2.  Inside Front and Outside Back
    Cover Page  . . . . . . . . . . . . . . . . . . . . . . . . . Front Cover Page; Inside Front Cover Page; Underwriting
3.  Fee Table and Synopsis  . . . . . . . . . . . . . . . . . . . Prospectus Summary; Fee Table
4.  Financial Highlights  . . . . . . . . . . . . . . . . . . . . Not Applicable
5.  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . Front Cover Page; Prospectus Summary; Net Asset Value;
                                                                  Underwriting
6.  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . Not Applicable
7.  Use of Proceeds   . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds; Investment Objective and Policies
8.  General Description of the Registrant   . . . . . . . . . . . Front Cover Page; Prospectus Summary; The Trust; Investment
                                                                  Objective and Policies; Investment Restrictions; Risk Factors;
                                                                  Dividends and Distributions; Additional Information
9.  Management  . . . . . . . . . . . . . . . . . . . . . . . . . Trustees; Management Arrangements
10. Capital Stock, Long-Term Debt and Other Securities  . . . . .
                                                                  Description of STRYPES
11. Defaults and Arrears on Senior Securities   . . . . . . . . . Not Applicable
12. Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . Not Applicable
13. Table of Contents of the Statement of Additional Information  Not Applicable
PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
14. Cover Page  . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
15. Table of Contents   . . . . . . . . . . . . . . . . . . . . . Not Applicable
16. General Information and History   . . . . . . . . . . . . . . Not Applicable
17. Investment Objective and Policies   . . . . . . . . . . . . . Prospectus Summary; Investment Objective and Policies; Investment
                                                                  Restrictions
18. Management  . . . . . . . . . . . . . . . . . . . . . . . . . Trustees; Management Arrangements
19. Control Persons and Principal Holders
    of Securities   . . . . . . . . . . . . . . . . . . . . . . . Management Arrangements; Underwriting; Legal Matters; Experts
20. Investment Advisory and Other Services  . . . . . . . . . . . Management Arrangements
21. Brokerage Allocation and Other Practices  . . . . . . . . . . Investment Objective and Policies
22. Tax Status  . . . . . . . . . . . . . . . . . . . . . . . . . Certain Tax Considerations
23. Financial Statements  . . . . . . . . . . . . . . . . . . . . Experts; Independent Auditors' Report; Statement of Assets,
                                                                  Liabilities and Capital
PART C - OTHER INFORMATION

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

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

</TABLE>

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

PROSPECTUS                  SUBJECT TO COMPLETION
- --------
                  PRELIMINARY PROSPECTUS DATED SEPTEMBER 16, 1997      

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

       (EXCHANGEABLE FOR ORDINARY SHARES OF XYZ, PAR 
        VALUE C$1.00 PER SHARE)      

       Each  of  the Structured  Yield  Product  Exchangeable for  Stock(Service
Mark)  (the "STRYPES")  of ABC  COMPANY STRYPES  Trust (the  "Trust") offered
hereby represents a proportionate share  of beneficial interest in the Trust,
which entitles the holder to  receive an annual distribution of $      ,  and
except as described herein will be  exchanged for between          % and 100%
of  the  Reference  Property  (or,  in  certain  circumstances,  cash,  or  a
combination of  cash and Reference Property, with an equal value) per STRYPES
upon conclusion of the  term of the Trust on            , 2000 (the "Exchange
Date").  The term "Reference  Property" means initially five Ordinary Shares,
par value C$1.00 per share (the "Bank Ordinary Shares"), of  (the "Bank") and
shall be subject to  adjustment or replacement from time to time prior to the
Business Day (as  defined herein) immediately preceding the  Exchange Date to
reflect  the  application  of the  adjustment,  replacement  and distribution
provisions described herein.  At the  request of a STRYPES holder, except  as
described  herein, Bank Ordinary Shares constituting Reference Property which
such holder may be entitled to receive on the Exchange Date or otherwise will
be  delivered  in  the  form  of American  Depositary  Shares  ("Bank  ADSs")
representing such shares and evidenced by American Depositary Receipts ("Bank
ADRs").  An annual distribution of $         per STRYPES is payable quarterly
on each February 15, May 15,  August 15 and November 15, commencing  November
15, 1997 (or, if any such date is not a Business Day (as defined herein), the
next succeeding Business Day).  The STRYPES are not subject to redemption.
    The Trust  is a recently created  Delaware business trust  established to
purchase  and hold  (i) a  series of  zero-coupon U.S.  Government securities
("U.S. Treasury  Securities")  maturing  on a  quarterly  basis  through  the
Exchange Date, (ii) a forward  purchase contract (the "Contract") relating to
the  Reference Property  with  a (Country)  trustee  acting on  behalf of  an
Country trust  (the "Contracting Stockholder") that initially  will hold Bank
Ordinary  Shares beneficially  owned  by  Country  AAA ("AAA") and  (iii) an
escrow  agreement (the "Escrow  Agreement") with (the "Escrow Agent").  The
Trust's investment objective
                              ----
is to distribute to  holders of STRYPES  on a quarterly basis  $          per
STRYPES and, on  the Exchange Date,  a percentage of  each type of  Reference
Property (or, under certain circumstances, cash, or a combination of cash and
Reference Property,  with an equal value)  per STRYPES equal to  the Exchange
Amount.   The Exchange  Amount is equal  to:   (a) if the  Reference Property
Value  (as  defined  herein)  is  greater  than  or  equal to  the  Threshold
Appreciation Price,     % of the  number or amount of each  type of Reference
Property, (b)  if the  Reference Property  Value is less  than the  Threshold
Appreciation Price but is greater than the Initial Price, a percentage of the
number  or  amount   of  each  type  of  Reference   Property,  allocated  as
proportionately as practicable,  so that the  aggregate value thereof  equals
the Initial  Price and (c)  if the Reference  Property Value is  less than or
equal to  the Initial Price,  100% of the  number or amount  of each type  of
Reference  Property.   As described  herein under  "Investment  Objective and
Policies--The   Contract--General,"   the  "Threshold   Appreciation   Price"
initially will be $          and the "Initial Price" initially will be
$              (the last reported per ADS sale price of Bank ADSs on the  New
York Stock  Exchange (the  "NYSE") on           ,  1997), provided that  such
amounts will be adjusted as described herein upon any distribution to holders
on  any  Partial   Cash  Distribution  Date  (as  defined   herein)  of  cash
constituting Reference  Property.  Each  Bank ADS  currently represents  five
Bank Ordinary Shares.  On               , 1997, the last  reported sale price
per Bank Ordinary Share on the Country Stock Exchange (the "XXX") was C$     
 .   Holders otherwise entitled  to receive fractional  units or interests  of
Reference Property  in respect  of their aggregate  holdings of  STRYPES will
receive cash in lieu thereof.

    SEE "RISK FACTORS," BEGINNING ON PAGE 26 OF THIS PROSPECTUS,  FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE STRYPES.    
                                                (continued on following page)
                                                      
                               -------------------------

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

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

</TABLE>


    (1) AAA has agreed to  indemnify the Underwriter against certain 
    liabilities, including liabilities under the Securities Act of  1933,
    as amended.  See "Underwriting."
    
(2) Expenses  of the Offering, which are  payable by the Trust, are estimated
    to be approximately $            .
(3) The Trust has  granted the Underwriter an option, exercisable for 30 days
    from the date  hereof, to purchase  up to an  additional _00,000  STRYPES
    (subject to decrease as a  result of the issuance and sale  of STRYPES in
    connection with the formation of the  Trust) to cover over-allotments, if
    any.   If  all such  STRYPES are  purchased, the  total Price  to Public,
    Sales Load and Proceeds to Trust  will be $        , $       and $       
    , respectively.  See "Underwriting."

    The STRYPES are offered by the Underwriter, subject  to prior sale, when,
as and if  issued to and accepted  by it, and subject to  approval of certain
legal matters  by counsel for  the Underwriter and certain  other conditions.
The Underwriter reserves the right  to withdraw, cancel or modify  such offer
and to reject  orders in whole or in  part.  It is expected  that delivery of
the  STRYPES will  be made  through the  facilities of  The Depository  Trust
Company on or about            , 1997.
                     
- -----------------
/(Service Mark)/  Service mark of Merrill Lynch & Co., Inc.
                                                    
                                 ---------------------
                                   MERRILL LYNCH & CO.
                                                    
                                 ---------------------
          The date of this Prospectus is                    , 1997.


(continued from previous page)

       Pursuant to  the terms  of the Contract, the Contracting Stockholder is
obligated to deliver  to the Trust on the Business  Day immediately preceding
the Exchange Date  the Reference Property required  by the Trust in  order to
exchange all  of the STRYPES  (including any STRYPES  issued pursuant  to the
over-allotment option  granted by  the Trust to  the Underwriter  and STRYPES
issued in connection with the formation of the Trust) on the Exchange Date in
accordance  with the  Trust's investment  objective.   The obligation  of the
Contracting Stockholder  to deliver the Reference Property under the Contract
may be  cash settled, at the option of AAA (the "Cash Settlement Option"), in
whole  or  in  part, if  AAA  delivers  to  the  Trust on  the  Business  Day
immediately  preceding the  Exchange  Date, in  lieu  of the  portion  of the
Reference  Property otherwise deliverable  by the Contracting  Stockholder in
respect of which the  Cash Settlement Option is exercised, cash  in an amount
equal  to  the value  of  such Reference  Property immediately  prior  to the
Exchange Date.   In the event that AAA  exercises the Cash Settlement Option,
holders  of  the STRYPES  will receive  cash,  or a  combination of  cash and
Reference Property, on the Exchange Date.

    AS  DESCRIBED  HEREIN,  THE REFERENCE  PROPERTY  VALUE  WILL REPRESENT  A
DETERMINATION OF THE VALUE OF  THE REFERENCE PROPERTY ON THE SECOND  BUSINESS
DAY (THE "REFERENCE  DATE") PRIOR TO  ANY PARTIAL CASH DISTRIBUTION  DATE (AS
DEFINED HEREIN) AND THE  EXCHANGE DATE.  FURTHERMORE, THE AMOUNT  OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION  EVENT (AS DEFINED  HEREIN) WILL BE THE  CASH REORGANIZATION
AMOUNT  (AS DEFINED  HEREIN) ADJUSTED  BY  A PRESENT  VALUE CALCULATION  THAT
DISCOUNTS  SUCH CASH  REORGANIZATION  AMOUNT  TO THE  PAYMENT  DATE FROM  THE
EXCHANGE DATE AS DESCRIBED  HEREIN.  ACCORDINGLY,  THERE CAN BE NO  ASSURANCE
THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A STRYPES ON THE EXCHANGE DATE OR
AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY CASH DISTRIBUTION TO THE HOLDER
ON ANY PARTIAL  CASH DISTRIBUTION DATE WILL  BE EQUAL TO OR GREATER  THAN THE
ISSUE PRICE OF THE STRYPES.  IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE
INITIAL  PRICE ON  THE EXCHANGE DATE  OR THE  PRESENT VALUE OF  THE REFERENCE
PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR PARTIAL CASH DISTRIBUTION DATE
IS LESS THAN  THE INITIAL PRICE, THE  SUM OF THE  AMOUNTS DISTRIBUTED TO  THE
HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN
WHICH  CASE AN  INVESTMENT  IN  THE STRYPES  WILL  RESULT  IN  A LOSS.    SEE
"INVESTMENT OBJECTIVES AND POLICIES--GENERAL" AND "--THE CONTRACT."

    The Trust  will  be  dissolved  prior  to  the  Exchange  Date  upon  the
occurrence  of (i)  certain defaults  of the  Contracting Stockholder  or AAA
under  the  Contract,  (ii)  the  liquidation,  dissolution,  winding  up  or
bankruptcy of an issuer of a Reference Security, including the Bank  as such,
other than in connection with a consolidation, merger or acquisition  of such
issuer with, into or by another entity, or (iii) any consolidation, merger or
acquisition  of an issuer  of a Reference  Security with, into  or by another
entity in connection with which all the Reference Securities constituting the
Reference   Property  immediately  prior  to  the  consolidation,  merger  or
acquisition are exchanged for consideration  consisting solely of cash and no
other  property (each,  a "Dissolution  Event").   Upon  the occurrence  of a
Dissolution  Event, the  Contract  will be  accelerated, the  $1,000,000 (the
"Escrow Amount") held by  the Escrow Agent pursuant  to the Escrow  Agreement
will be paid  to the Contracting Stockholder, the Trust's  assets (other than
assets  received pursuant to  the Contract)  will be  liquidated and  the net
assets  of the  Trust will  be distributed  pro  rata to  the holders  of the
STRYPES.

    Upon the  occurrence of (a)  an event  described in  clause (iii) of  the
definition  of Dissolution  Event (a  "Cash  Dissolution Event")  or (b)  any
consolidation, merger  or acquisition  of an issuer  of a  Reference Security
with, into  or by  another entity  in which  some but  less than  all of  the
consideration  for  the  Reference  Securities  constituting   the  Reference
Property immediately  prior to such  consolidation, merger or  acquisition is
cash (a "Partial Cash Distribution Event"), the  Contracting Stockholder will
pay to the Trustee in U.S. dollars pursuant to the Contract an amount of cash
equal to the product  of the number of STRYPES and the Adjusted Present Value
of the cash per Reference Property received by the Contracting Stockholder as
a result of  such Cash Dissolution Event  or Partial Cash  Distribution Event
(the "Cash Reorganization Price").  The  "Adjusted Present Value" of any Cash
Reorganization Price is the U.S. Dollar Equivalent (as defined herein) of the
Cash Reorganization Amount  with respect to  such Cash Reorganization  Price,
discounted  on a quarterly  basis (assuming a  360-day year of  twelve 30-day
months) at the Adjusted Treasury  Rate (as defined herein) from  the Exchange
Date to  the date on which such Cash  Reorganization Price is received by the
Contracting Stockholder.   The term "Cash Reorganization Amount" with respect
to  any  Cash  Reorganization Price  means  an  amount equal  to  (i)  if the
Reference  Property  Value  is  greater   than  or  equal  to  the  Threshold
Appreciation  Price,     % of  the  Cash Reorganization  Price,  (ii) if  the
Reference Property  Value is less  than the Threshold Appreciation  Price but
greater than the  Initial Price,  the product  of the Initial  Price and  the
percentage  of  the  Reference  Property   Value  that  represents  the  Cash
Reorganization Price, and (iii) if the Reference Property Value  is less than
or equal to the Initial Price, the Cash Reorganization Price.

    The  Trust  will  not dissolve  upon  the occurrence  of  a  Partial Cash
Distribution  Event.    However,  on  the  earliest  practical  Business  Day
following  receipt by the Contracting Stockholder  of any Cash Reorganization
Price for Reference Securities in connection with a Partial Cash Distribution
Event (a "Partial  Cash Distribution Date"), the Contracting Stockholder will
pay the  Trust a U.S.  dollar amount equal to  the Adjusted Present  Value of
such Cash  Reorganization Price and  the Trustee will distribute  such amount
pro  rata  to the  holders  of  STRYPES.   Following  such  distribution, the
Reference  Property will  include  only  the  securities  or  other  non-cash
property kept or received by the Contracting Stockholder as a result  of such
consolidation,  merger or acquisition,  and the Contracting  Stockholder will
pay  any  remaining  Cash  Reorganization  Price to  AAA.    See  "Investment
Objective  and  Policies--The  Contract--Cash  Distribution  Events" and  "--
Nominee Trust Deed; Acceleration."    

    The Bank is not affiliated  with the Trust, will  not receive any of  the
proceeds from  the sale  of the  STRYPES and  will have  no obligations  with
respect to the STRYPES.

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

       The  STRYPES   are  designed   to  provide   investors  with a  current
distribution  yield, while  also providing the  opportunity for  investors to
share in  the appreciation, if  any, of the  value of the  Reference Property
above the Threshold Appreciation Price.   However, the opportunity for equity
appreciation  afforded by  an investment  in  the STRYPES  is less  than that
afforded  by a  direct investment  in the  Reference  Property.   Assuming no
Partial Cash Distribution  Event occurs, the value of  the Reference Property
receivable  by a holder of a STRYPES  upon exchange on the Exchange Date will
exceed the issue price of such  STRYPES only if the Reference Property  Value
exceeds   the  Threshold  Appreciation   Price,  which  would   represent  an
appreciation  of       % over  the Initial Price.   In  addition, assuming no
Partial Cash Distribution Event occurs, because each STRYPES will entitle the
holder to receive only          % of  the Reference Property if the Reference
Property Value exceeds the Threshold Appreciation Price on the Exchange Date,
holders of  the STRYPES  will be  entitled to  receive upon  exchange on  the
Exchange Date only       % of any appreciation  of the value of the Reference
Property above  the Threshold  Appreciation Price.   Holders of  STRYPES will
realize the entire decline in value  if the Reference Property Value is  less
than the  Initial Price.   There can  be no  assurance that  the distribution
yield on  the STRYPES  will be higher  than the  dividend yield  on the  Bank
Ordinary Shares or other Reference Securities over the term of the Trust.  As
described  herein  under "Investment  Objective and  Policies--The Contract--
General," the "Threshold Appreciation Price" initially will be $          and
the "Initial Price" initially will be $            (the last reported per ADS
sale price  of Bank ADSs on the  NYSE on         ,  1997), provided that such
amounts will  be adjusted as  described herein upon any  cash distribution to
holders on any Partial Cash  Distribution Date of cash constituting Reference
Property.    

    The STRYPES may not  be a suitable investment  for investors who are  not
able  to  understand  the  unique  nature  of  the  Trust  and  the  economic
characteristics of the Contract and the U.S. Treasury Securities held  by the
Trust.

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

    This Prospectus sets  forth concisely information about the Trust  that a
prospective investor ought  to know before  investing and should be  read and
retained for  future reference.   Additional information about the  Trust has
been filed with the Commission and is available upon written or  oral request
and without charge.  See "Additional Information."

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

    Certain  persons   participating   in  this   offering   may  engage   in
transactions that  stabilize, maintain or  otherwise affect the price  of the
STRYPES, the Bank  ADSs or the Bank  Ordinary Shares.  Such  transactions may
include  stabilizing,  the  purchase  of  STRYPES  to cover  syndicate  short
positions and the  imposition of penalty  bids.  For  a description of  these
activities, see "Underwriting."

       The STRYPES may not be  sold or offered for sale in the              of
Country,  its  Territories  or  its  possessions  ("Country"),  nor   may  an
invitation to make  an offer to buy  the STRYPES be  made in Country,  except
under circumstances  that result  in  the offer  or  invitation for  sale  or
purchase  being an  "excluded  offer"  or an  "excluded  invitation" for  the
purposes of the Country Corporations Law.    

                              PROSPECTUS SUMMARY

       The following summary should be read in conjunction  with  the  more
detailed   information  appearing  elsewhere  in  this  Prospectus.    Unless
otherwise indicated,  the information  contained in  this Prospectus  assumes
that the  Underwriter's  over-allotment  option is  not  exercised.    Unless
otherwise stated or  the context otherwise requires, references  herein to $,
US$ or U.S. dollars are to United States dollars and references herein to  C$
are to Country dollars.    

THE TRUST

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

THE OFFERING

    The  Trust   is   offering  _,000,000   STRYPES,   each  representing   a
proportionate share of beneficial interest in the Trust, at an initial public
offering price of $      per STRYPES (which is equal to the last reported per
ADS sale price of the Bank ADSs on the NYSE on               , 1997, the date
of  the offering  (the  "Offering")).   The Underwriter  has been  granted an
option, exercisable for 30 days from the date of this Prospectus, to purchase
up to an  aggregate of _00,000 additional  STRYPES (subject to decrease  as a
result of the issuance and sale  of STRYPES in connection with the  formation
of the Trust) to cover over-allotments, if any.  See "Underwriting."

THE BANK

   
                               (INSERT TO COME)

       The Bank  ADSs are  listed  on the  NYSE and,  accordingly, the Bank is
subject to the  informational requirements of the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), applicable to foreign private issuers.
Any  information included  herein regarding  the Bank  has been  derived from
information filed by the Bank with the Securities and Exchange Commission and
other  publicly available information.  The Bank  has not participated in the
preparation of this Prospectus and no  due diligence inquiry of the Bank  has
been made by the Trust, the Underwriter, the  Contracting Stockholder, AAA or
any  other party in connection with the Offering.   There can be no assurance
that all  events occurring prior  to the date  hereof (including events  that
would  affect  the  accuracy  or  completeness  of  such  publicly  available
information about the Bank)  that would affect the trading price  of the Bank
ADSs or the Bank Ordinary Shares  have been publicly disclosed.  Because  the
Reference Property  is initially Bank  Ordinary Shares, such events,  if any,
would also affect the trading price of the STRYPES.    

INVESTMENT OBJECTIVE AND POLICIES

     The Trust will purchase and hold a series of zero-coupon U.S. Government
securities ("U.S. Treasury Securities") maturing on a quarterly basis through
the Exchange Date;  a forward purchase contract (the  "Contract") relating to
the Reference Property with an Country trustee acting on behalf of an Country
trust (the "Contracting Stockholder") that  initially will hold Bank Ordinary
Shares beneficially owned  by Country AAA ("AAA");  and (iii)  an      escrow 
agreement (the    "Escrow  Agreement")    with         (the "Escrow
Agent").  The Trust's investment objective is to distribute to holders of the
STRYPES  ("holders") on a----- quarterly basis  $          per STRYPES (which
amount equals the pro  rata portion of the fixed quarterly distributions from
the proceeds of the maturing U.S. Treasury Securities held by the Trust) and,
on the Exchange  Date, a percentage of  each type of Reference  Property (or,
under certain  circumstances, cash,  or a combination  of cash  and Reference
Property, with an equal value) per STRYPES equal to the Exchange Amount.  The
Exchange Amount shall  be equal to  (a) if the  Reference Property Value  (as
defined herein) is greater than or equal to the Threshold Appreciation Price,
      % of  the number or amount of  each type of Reference  Property, (b) if
the Reference  Property Value is  less than the Threshold  Appreciation Price
but is greater than the  Initial Price, a percentage of the  number or amount
of  each  type  of  Reference  Property,  allocated   as  proportionately  as
practicable, so  that the  aggregate value  thereof is  equal to the  Initial
Price, and  (c) if the Reference Property Value is  less than or equal to the
Initial Price,  100%  of the  number  or amount  of  each type  of  Reference
Property.  As described herein under  "Investment Objective and Policies--The
Contract--General," the "Threshold Appreciation Price" initially will be $   
   and the "Initial Price" initially  will be $       (the last reported  per
ADS sale price of Bank ADSs on the NYSE on        , 1997), provided that such
amounts will be adjusted as described herein upon any distribution to holders
on  any  Partial   Cash  Distribution  Date  (as  defined   herein)  of  cash
constituting  Reference  Property.    The  term  "Reference  Property"  means
initially  five  Ordinary Shares,  par  value  C$1.00  per share  (the  "Bank
Ordinary Shares"),  of  the  Bank  and  shall be  subject  to  adjustment  or
replacement from time to  time prior to the Business Day  (as defined herein)
immediately   preceding  the  Exchange   Date  to  reflect   the  adjustment,
replacement and distribution provisions described  herein.  At the request of
a STRYPES holder,  Bank Ordinary Shares constituting Reference Property which
such holder may be entitled to receive on the Exchange Date or otherwise will
be  delivered  in  the  form  of American  Depositary  Shares  ("Bank  ADSs")
representing such shares and evidenced by American Depositary Receipts ("Bank
ADRs"), but  only if at the time of delivery Bank ADSs are listed on the NYSE
or another  national or  regional U.S.  stock exchange  or quoted  on a  U.S.
automated quotation system and if and to the extent such Bank Ordinary Shares
are accepted for  deposit by the depositary for  the Bank ADSs.   On the date
hereof, Bank ADSs  are listed on the  NYSE and each such Bank  ADS represents
five Bank Ordinary  Shares.   The continued  listing of  the Bank  ADSs on  a
national or regional U.S. stock exchange or the quotation of the Bank ADSs on
a  U.S. automated  quotation  system are  not  matters under  the  control or
influence of the  Trust, the Contracting Shareholder or  AAA, and, therefore,
no assurance is hereby given that the Bank ADSs will continue to be listed on
the NYSE or, alternatively, listed on another national or regional U.S. stock
exchange  or quoted  on  a U.S.  automated  quotation system  in the  future.
Holders otherwise entitled to receive fractional units of or interests in any
Reference Security (as defined herein) or other property constituting part of
the Reference Property in respect of their aggregate holdings of STRYPES will
receive  cash in  lieu thereof.    See "Investment  Objective and  Policies--
General" and "--Fractional Interests."

    Pursuant to the terms  of the Contract, when the  $1,000,000 (the "Escrow
Amount") it  holds pursuant to the Escrow Agreement  vests for the benefit of
the  Contracting Stockholder,  the Contracting  Stockholder  is obligated  to
deliver to the Trust  on the Business Day immediately preceding  the Exchange
Date the Reference Property required by the Trust in order to exchange all of
the  STRYPES  (including any  STRYPES issued  pursuant to  the over-allotment
option  granted  by  the  Trust to  the  Underwriter  and  STRYPES issued  in
connection  with  the  formation of  the  Trust)  on  the  Exchange  Date  in
accordance  with the  Trust's investment  objective.   The obligation  of the
Contracting Stockholder to deliver the  Reference Property under the Contract
may  be cash settled, at the option of AAA (the "Cash Settlement Option"), in
whole  or  in  part, if  AAA  delivers  to  the  Trust on  the  Business  Day
immediately  preceding the  Exchange Date,  in  lieu of  the  portion of  the
Reference  Property otherwise deliverable  by the Contracting  Stockholder in
respect of which the  Cash Settlement Option is exercised, cash  in an amount
equal  to the  value  of such  Reference  Property immediately  prior to  the
Exchange Date.   In the event that AAA  exercises the Cash Settlement Option,
holders  of  the STRYPES  will receive  cash,  or a  combination of  cash and
Reference  Property, on  the Exchange  Date.   See "Investment  Objective and
Policies--The Contract."    

    Holders  of  the STRYPES  will  receive  distributions at  the  rate  per
STRYPES of $         per annum, or $       per quarter,  payable quarterly on
each February 15, May 15, August 15 and November 15 (or, if  any such date is
not a Business Day (as defined herein), on the next succeeding Business Day),
to holders of record  as of each February 1, May 1, August  1 and November 1,
respectively.  The first distribution (in  respect of the period from        
, 1997 until         , 199  ) will be payable on           ,  199  to holders
of record as of               , 199 , and will equal  $    per STRYPES.   See
"Investment Objective and Policies--Trust Assets."

       On the  Exchange Date,  each outstanding  STRYPES will be exchanged for
between     %  and 100% of  each type of Reference Property (or, in the event
AAA exercises the  Cash Settlement Option, cash, or a combination of cash and
Reference Property, with an equal value), depending on the Reference Property
Value.   AS DESCRIBED HEREIN, THE  REFERENCE PROPERTY VALUE WILL  REPRESENT A
DETERMINATION OF THE VALUE  OF THE REFERENCE PROPERTY ON THE  SECOND BUSINESS
DAY (THE  "REFERENCE DATE") PRIOR  TO ANY PARTIAL CASH  DISTRIBUTION DATE (AS
DEFINED HEREIN) AND THE  EXCHANGE DATE.  FURTHERMORE, THE AMOUNT  OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION  EVENT (AS DEFINED  HEREIN) WILL BE THE  CASH REORGANIZATION
AMOUNT  (AS DEFINED  HEREIN) ADJUSTED  BY  A PRESENT  VALUE CALCULATION  THAT
DISCOUNTS  SUCH CASH  REORGANIZATION  AMOUNT  TO THE  PAYMENT  DATE FROM  THE
EXCHANGE DATE AS  DESCRIBED HEREIN.   ACCORDINGLY, THERE CAN BE  NO ASSURANCE
THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A STRYPES ON THE EXCHANGE DATE OR
AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY CASH DISTRIBUTION TO THE HOLDER
ON ANY PARTIAL  CASH DISTRIBUTION DATE WILL BE  EQUAL TO OR GREATER  THAN THE
ISSUE PRICE OF THE STRYPES.  IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE
INITIAL  PRICE ON  THE EXCHANGE DATE  OR THE  PRESENT VALUE OF  THE REFERENCE
PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR PARTIAL CASH DISTRIBUTION DATE
IS LESS  THAN THE INITIAL  PRICE, THE SUM OF  THE AMOUNTS DISTRIBUTED  TO THE
HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN
WHICH  CASE  AN INVESTMENT  IN  THE  STRYPES WILL  RESULT  IN  A  LOSS.   SEE
"INVESTMENT OBJECTIVES AND POLICIES--GENERAL" AND "--THE CONTRACT."

    The  Trust  will  be  dissolved  prior  to  the  Exchange  Date  upon the
occurrence  of (i)  certain defaults  of the  Contracting Stockholder  or AAA
under  the  Contract,  (ii)  the  liquidation,  dissolution,  winding  up  or
bankruptcy of an issuer of a Reference Security, including the Bank  as such,
other than in connection with a consolidation, merger or  acquisition of such
issuer with, into or by another entity, or (iii) any consolidation, merger or
acquisition  of an issuer  of a Reference  Security with, into  or by another
entity in connection with which all the Reference Securities constituting the
Reference   Property  immediately  prior  to  the  consolidation,  merger  or
acquisition are exchanged for consideration  consisting solely of cash and no
other property  (each, a  "Dissolution  Event").   Upon the  occurrence of  a
Dissolution  Event, the  Contract  will be  accelerated,  the Trust's  assets
(other than assets  received pursuant to the Contract) will be liquidated and
the net assets  of the Trust will be  distributed pro rata to  the holders of
the STRYPES.

    Upon  the occurrence  of (a)  an event described  in clause  (iii) of the
definition  of Dissolution  Event (a  "Cash  Dissolution Event")  or (b)  any
consolidation, merger  or acquisition  of an issuer  of a  Reference Security
with, into  or by  another entity  in which  some but  less than  all of  the
consideration  for   the  Reference  Securities  constituting  the  Reference
Property  immediately prior to  such consolidation, merger  or acquisition is
cash (a "Partial Cash Distribution Event"), the Contracting Stockholder  will
pay to the Trustee in U.S. dollars pursuant to the Contract an amount of cash
equal to the  product of the number of STRYPES and the Adjusted Present Value
of the cash per Reference Property received by the Contracting Stockholder as
a result  of such Cash  Dissolution Event or Partial  Cash Distribution Event
(the "Cash Reorganization Price").  The "Adjusted Present Value" of any  Cash
Reorganization Price is the U.S. Dollar Equivalent (as defined herein) of the
Cash Reorganization  Amount with respect  to such Cash  Reorganization Price,
discounted on  a quarterly basis  (assuming a  360-day year of  twelve 30-day
months) at the Adjusted Treasury  Rate (as defined herein) from the  Exchange
Date  to the date on which such  Cash Reorganization Price is received by the
Contracting Stockholder.  The term  "Cash Reorganization Amount" with respect
to  any  Cash  Reorganization Price  means  an  amount equal  to  (i)  if the
Reference  Property  Value  is  greater   than  or  equal  to  the  Threshold
Appreciation Price,     %  of  the Cash  Reorganization  Price, (ii)  if  the
Reference Property  Value is less  than the Threshold Appreciation  Price but
greater  than the  Initial Price, the  product of  the Initial Price  and the
percentage  of  the  Reference  Property  Value  that   represents  the  Cash
Reorganization Price, and (iii)  if the Reference Property Value is less than
or equal to the Initial Price, the Cash Reorganization Price.

    The  Trust will  not  dissolve  upon the  occurrence  of  a Partial  Cash
Distribution  Event.    However,  on  the  earliest  practical  Business  Day
following receipt by  the Contracting Stockholder of any  Cash Reorganization
Price for Reference Securities in connection with a Partial Cash Distribution
Event (a "Partial Cash Distribution  Date"), the Contracting Stockholder will
pay the  Trust a U.S.  dollar amount equal to  the Adjusted Present  Value of
such Cash  Reorganization Price and  the Trustee will distribute  such amount
pro  rata to  the  holders  of STRYPES.    Following such  distribution,  the
Reference  Property  will  include  only the  securities  or  other  non-cash
property kept or received by the Contracting  Stockholder as a result of such
consolidation,  merger or acquisition,  and the Contracting  Stockholder will
pay any remaining Cash Reorganization Price to AAA.

    See "Investment  Objective and Policies--The  Contract--Cash Distribution
Events" and "--Nominee Trust Deed; Acceleration."

TRUST ASSETS

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

    Pursuant to the terms of the Contract, upon receipt  of the Escrow Amount
from the Escrow Agent, the Contracting Stockholder is obligated to deliver to
the Trust  on the  Business Day  immediately preceding the  Exchange Date  an
aggregate number or amount of Reference Property  equal to the product of the
Exchange Amount and the aggregate number of STRYPES then outstanding, subject
to AAA's Cash Settlement Option.    

    The purchase  price under the Contract is equal to $        (assuming the
Underwriter's over-allotment option  is not exercised) and is  payable to the
Contracting Stockholder by the Trust on or about            , 1997.  No other
consideration  is payable  by the  Trust  to the  Contracting Stockholder  in
connection with  its acquisition of  the Contract or  the performance  of the
Contract  by  the Contracting  Stockholder.   See  "Investment  Objective and
Policies--The Contract."

       The Contracting Stockholder is National Country Trustees in its capacity
as trustee  for  a trust  established  under  the laws  of  (STATE),  Country
pursuant to  a Nominee Trust Deed,  dated       1997, among  National Country
Trustees as trustee,  AAA as settlor and  AAA as beneficiary (as  amended and
supplemented by the Contract, the "Nominee  Trust Deed").  The assets of  the
Contracting  Stockholder under  the Contract  initially will  be the  maximum
number of Bank  Ordinary Shares or, upon  the occurrence of a  Reorganization
Event (as defined herein) other than a Dissolution Event (as defined herein),
other Reference Property  received by the Contracting Stockholder  in lieu of
such  Bank  Ordinary  Shares,  deliverable  by  the  Contracting  Stockholder
pursuant to the Contract.   So long as no Dissolution Event has  occurred, at
the direction of AAA, the  Contracting Stockholder may exchange the foregoing
assets for U.S. Government obligations.  Upon the occurrence of a Dissolution
Event,  the  Contracting Stockholder  shall  only  deal  with its  assets  in
accordance with  the instructions of  the Custodian until the  assets thereof
required to be distributed to the Trust  in accordance with the Contract have
been so distributed, with any remaining assets of the Contracting Stockholder
thereafter continuing to be held for the benefit of AAA being  distributed to
AAA at AAA's direction.   Upon the occurrence of a  Partial Cash Distribution
Event,  the  Contracting Stockholder  shall  only  deal  with its  assets  in
accordance with  the instructions of the Custodian until  so much of the Cash
Reorganization  Price  as  is required  to  be  distributed to  the  Trust in
accordance with the Contract has been so distributed, with any remaining Cash
Reorganization Price thereafter being distributed  to AAA at AAA's direction.
See  "Investment Objective  and Policies--The  Contract--Nominee Trust  Deed;
Acceleration."    

RELATIONSHIP TO BANK ORDINARY SHARES

       Holders of the  STRYPES will receive distributions at  the rate of      %
of the  issue price per annum.  For the years ended September 30, 1991, 1992,
1993, 1994, 1995  and 1996, the total  dividends per Bank ADS in  U.S. dollar
terms  was US$1.041,  US$0.648, US$0.416,  US$0.667,  US$1.023 and  US$1.290,
respectively.  Any future determination as to the payment of dividends on the
Bank  Ordinary Shares  will  be at  the  discretion of  the  Bank's Board  of
Directors  and  will depend  upon  the  Bank's  operating results,  financial
condition  and  capital   requirements,  contractual  restrictions,   general
business conditions and such other factors  as the Bank's Board of  Directors
deems relevant.   Also, dividends on the Bank  Ordinary Shares are payable in
Country dollars, while the distributions on the  STRYPES will be made in U.S.
dollars.  For a description of certain dividends paid on Bank Ordinary Shares
and  certain information  regarding the  exchange  rate of  U.S. dollars  for
Country dollars, see "Investment  Objectives and Policies--The Bank."   There
can be no assurance that the distribution yield on the STRYPES will be higher
than the dividend  yield on the  Bank Ordinary  Shares over the  term of  the
Trust.    Holders of  STRYPES  will not  be  entitled to  receive  any future
dividends on the Bank Ordinary Shares unless and until such time, if any,  as
the Trust shall have delivered Bank Ordinary Shares or Bank ADSs  in exchange
for STRYPES on  the Exchange Date or  upon earlier dissolution of  the Trust,
and unless the  applicable record date for  determining stockholders entitled
to receive such dividends occurs after such  delivery.  See "Risk Factors--No
Stockholder Rights."

    The opportunity for equity appreciation afforded  by an investment in the
STRYPES is less  than that afforded by  a direct investment in  the Reference
Property because,  assuming no Partial  Cash Distribution  Event occurs,  the
value of  the Reference  Property receivable by  a holder  of a  STRYPES upon
exchange on the Exchange Date will not exceed the issue price of such STRYPES
if the  Reference Property  Value exceeds  the Threshold  Appreciation Price,
which represents an appreciation of     % over the Initial  Price.  Moreover,
assuming no Partial Cash Distribution Event occurs, each STRYPES will entitle
the holder to  receive on the  Exchange Date only          %  (the percentage
equal to  the Initial Price  divided by the Threshold  Appreciation Price) of
any appreciation of the value of Reference Property Value above the Threshold
Appreciation Price.   Holders of STRYPES  will realize the  entire decline in
value  if the Reference  Property Value is  less than the  Initial Price.  As
described  herein  under "Investment  Objective and  Policies--The Contract--
General," the "Threshold Appreciation Price" initially will be $          and
the "Initial Price" initially  will be $               (the last reported per
ADS sale price of Bank ADSs on the NYSE on        , 1997), provided that such
amounts will be adjusted as described herein upon any distribution to holders
on  any  Partial  Cash  Distribution  Date  of  cash  constituting  Reference
Property.    See   "Risk  Factors--Limitations  on  Opportunity   for  Equity
Appreciation; Potential Losses."

DILUTION

    The  percentage of each type of Reference Property (or the amount of cash
or  combination of cash  and Reference Property) that  holders of STRYPES are
entitled to receive upon exchange on  the Exchange Date will not be  adjusted
for certain events, such as offerings of Bank Ordinary Shares by the Bank for
cash (except  certain rights  and warrants offerings)  or in  connection with
acquisitions.  The Bank is not restricted in connection with the STRYPES from
issuing  additional Bank Ordinary  Shares during the  term of the  Trust.  In
addition, principal stockholders of the Bank, including AAA but excluding the
Contracting Stockholder  (except for  tendering the  Bank Ordinary  Shares or
other  Reference Securities it  holds in  connection with  any consolidation,
merger or acquisition of the Bank or successor issuer of Reference Securities
as a whole  or in connection with permitted substitution  of Collateral), are
not precluded from  selling Bank Ordinary Shares.   Neither the Bank  nor any
stockholder of the  Bank, including the Contracting Stockholder  and AAA, has
any  obligation to  consider  the interests  of  holders of  STRYPES  for any
reason.   Additional  issuances of  Bank Ordinary  Shares or  other Reference
Securities may  materially and  adversely affect the  price of  Bank Ordinary
Shares or other Reference Securities and, because  of the relationship of the
percentage of  each type  of Reference  Property (or  the amount  of cash  or
combination of cash and  Reference Property) to  be received on the  Exchange
Date or the cash to be received  on any Partial Cash Distribution Date to the
price of such other  Reference Property, such other events may materially and
adversely affect the trading price of the STRYPES.  There can be no assurance
that the Bank or any successor will not take any of the foregoing actions, or
that it  will not make offerings of, or  that principal stockholders will not
sell any, Bank Ordinary  Shares or other Reference Securities  in the future,
or as  to the amount  of any such  offerings or sales.   See "Risk  Factors--
Reference Property Adjustments."

TERM OF THE TRUST

    The Trust  will dissolve  on or shortly  after the  Exchange Date  unless
dissolved earlier upon  the occurrence of a Dissolution Event.  On or shortly
after the  Exchange Date, the Reference Property or  cash to be exchanged for
the STRYPES and any other remaining Trust  assets, net of any remaining Trust
expenses,  if  any,  will be  distributed  pro  rata to  holders.    Upon the
occurrence of any Dissolution Event, the Contract will accelerate, the Escrow
Amount  will  be  held  for  the  benefit  of and  paid  to  the  Contracting
Stockholder, the Trust's  assets (other than assets received  pursuant to the
Contract) will be liquidated, the net assets of the Trust will be distributed
pro  rata  to the  holders, and  the  Trust will  dissolve.   See "Investment
Objective and  Policies--The Contract"  and "--Trust  Dissolution" and  "Risk
Factors--Limited Term."    

CERTAIN TAX CONSIDERATIONS

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

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

     Under existing law, a  holder should not recognize income, gain or loss
upon the Trust's  entry into the Contract  or over the term  of the Contract.
In general, the delivery of Reference Property pursuant  to the Contract will
not be taxable to  the holders.  A holder will recognize taxable gain or loss
upon receipt of cash, if any, upon dissolution  of the Trust or to the extent
AAA exercises the  Cash Settlement  Option, and  may do so  in certain  other
circumstances.  In general, each holder's  initial tax basis in any Reference
Property  received  from the  Trust  on  the Exchange  Date  or  upon earlier
dissolution of the Trust will be equal  to its basis in its pro rata  portion
of the Contract less the portion of such basis allocable to any cash that  is
received.   The  proper United  States Federal  income  tax treatment  of the
receipt by  a U.S. holder's pro rata portion  of cash distributed as a result
of a  Partial Cash Distribution  Event prior to  dissolution of the  Trust is
uncertain.   See "Certain Tax Considerations."    

MANAGEMENT ARRANGEMENTS

     The Trust  will be  internally managed  and will  not have an investment
adviser.    The  Trust's  portfolio  will  not  be  actively  managed.    The
administration of the Trust will be overseen by the Trustees.  The day-to-day
administration of the Trust will be  carried out by The Bank of New  York (or
its successor) as trust administrator (the "Administrator").  The Bank of New
York  (or its successor)  will also act  as custodian for  the Trust's assets
(the  "Custodian") and  as paying  agent, transfer  agent and  registrar (the
"Paying Agent") with respect to the  STRYPES.  Except as aforesaid, The  Bank
of New York has  no other affiliation with,  and is not engaged in  any other
transaction with, the Trust.  For their services, the Trust will pay The Bank
of New  York in its  capacities as the  Administrator, the Custodian  and the
Paying Agent at  the closing of the  Offering a one-time, up-front  amount in
respect of its fee.  See "Management Arrangements."    

RISK FACTORS

     The  Trust has adopted a fundamental policy  that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust dissolves
prior to the Exchange Date due to the  occurrence of a Dissolution Event, the
U.S. Treasury Securities  may not be  disposed of prior  to their  respective
maturities.   The  Trust  will continue  to  hold the  Contract  despite  any
significant decline in the value of the Reference Property or adverse changes
in the financial condition of the Bank or other issuer of 
Reference Property. 

    Although the STRYPES  will provide investors with  a current distribution
yield, there is  no assurance that the distribution yield on the STRYPES will
be  higher than  the yield  on the  Reference Property  over the term  of the
Trust.   In addition, the opportunity for  equity appreciation afforded by an
investment in the STRYPES is less  than that afforded by a direct  investment
in the Bank Ordinary Shares.  The value of the Reference  Property receivable
by a holder of  a STRYPES upon exchange on the Exchange  Date will exceed the
issue price of  such STRYPES only if the Reference Property Value exceeds the
Threshold Appreciation  Price, which,  assuming a  Partial Cash  Distribution
Event does not  occur, represents  an appreciation of     % over the  Initial
Price.  Moreover, assuming a Partial Cash  Distribution Event does not occur,
because each  STRYPES will entitle the  holder to receive only     %  of each
type  of Reference  Security  if  the Reference  Property  Value exceeds  the
Threshold  Appreciation Price,  holders of  the STRYPES  will be  entitled to
receive upon  exchange only      % of  any appreciation of  the value  of the
Reference  Property above  the Threshold  Appreciation Price.    AS DESCRIBED
HEREIN, THE  REFERENCE PROPERTY VALUE  WILL REPRESENT A DETERMINATION  OF THE
VALUE  OF  THE REFERENCE  PROPERTY  IMMEDIATELY  PRIOR  TO ANY  PARTIAL  CASH
DISTRIBUTION DATE AND THE EXCHANGE DATE.  FURTHERMORE, THE AMOUNT OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION EVENT  WILL BE THE CASH REORGANIZATION AMOUNT  ADJUSTED BY A
PRESENT VALUE CALCULATION THAT  DISCOUNTS SUCH CASH REORGANIZATION  AMOUNT TO
THE PAYMENT  DATE FROM THE  EXCHANGE DATE AS DESCRIBED  HEREIN.  ACCORDINGLY,
THERE CAN  BE NO  ASSURANCE THAT  THE AMOUNT  RECEIVABLE BY  THE HOLDER OF  A
STRYPES ON THE EXCHANGE DATE OR AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY
CASH DISTRIBUTION TO THE HOLDER ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE
EQUAL  TO OR GREATER THAN THE  ISSUE PRICE OF THE  STRYPES.  IF THE REFERENCE
PROPERTY  VALUE IS LESS  THAN THE INITIAL  PRICE ON THE  EXCHANGE DATE OR THE
PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR
PARTIAL CASH DISTRIBUTION DATE IS LESS THAN THE INITIAL PRICE, THE SUM OF THE
AMOUNTS DISTRIBUTED TO  THE HOLDER OF  A STRYPES MAY  BE LESS THAN  THE ISSUE
PRICE PAID  FOR THE  STRYPES, IN  WHICH CASE  AN INVESTMENT  IN STRYPES  WILL
RESULT IN A LOSS.  SEE "INVESTMENT  OBJECTIVES AND POLICIES--GENERAL" AND "--
THE CONTRACT."    

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

    The  trading  prices of  the  STRYPES  in the  secondary  market will  be
directly affected by the trading prices of Banks ADSs or Bank Ordinary Shares
or other Reference  Property in the  secondary market.   It is impossible  to
predict whether  the price  of Bank  ADSs or  Bank Ordinary  Shares or  other
Reference Property will rise  or fall.  Trading  prices of Bank ADSs  or Bank
Ordinary Shares or other Reference Property  will be influenced by the Bank's
or successor  issuer's  operating  results  and prospects  and  by  economic,
financial and other factors and market conditions.

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

    The bankruptcy or winding up of the Contracting Stockholder  or AAA could
adversely affect the time of exchange or, as a result, the amount received by
the holders  of the STRYPES.  See "Risk  Factors--Risk Relating to Winding Up
of Contracting Stockholder or AAA."    

    Holders  will experience  a taxable event  upon receipt of  cash, if any,
upon dissolution of the  Trust.  Because of an absence of authority as to the
proper character of any gain or loss resulting from such a taxable event, the
ultimate  tax  consequences  to  holders  as  a  result  of  the  Contracting
Stockholder  satisfying its  obligation under  the Contract,  in whole  or in
part, with cash is uncertain.  See "Risk Factors."

LISTING

    Application has been made to list the STRYPES on the NYSE.


<TABLE>
<CAPTION>
                                                          FEE TABLE
<S>                                                                                                            <C>
SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load (as a percentage of offering price)  . . . . . . . . . . . . . . . . . . . . . .                  3% (a)
    Automatic Dividend Reinvestment Plan Fees   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          Not Applicable
ANNUAL EXPENSES (as a percentage of net assets)
    Management Fees(b)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      0%
    Other Expenses(c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      0%
TOTAL ANNUAL EXPENSES(C)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      0%

</TABLE>


<TABLE>
<CAPTION>
<S>                                                                                                    <C>                <C> 
Example                                                                                                1 year             3 years
An investor would pay the following expenses on a $1,000 investment, including the maximum
sales load of $30 and assuming (1) no annual expenses and (2) a 5% annual return throughout
the periods:                                                                                            $30                 $30 

</TABLE>

_____________
(a) See the cover page of this Prospectus and "Underwriting."
(b) See "Management  Arrangements."   The Trust  will be  internally managed;
    consequently there  is no  separate investment advisory  fee paid by  the
    Trust.  The Bank of New York will act as the administrator of the Trust.
   (c) The organization costs of the  Trust in the amount of $     , the costs
    associated  with  the initial  registration and  offering of  the STRYPES
    estimated to  be approximately $       , and  approximately $            
    in respect  of anticipated  ongoing expenses over  the term of  the Trust
    will be paid by the  Trust.  Any unanticipated operating expenses  of the
    Trust  will  be paid  by  Merrill  Lynch  &  Co.,  Inc.,  which  will  be
    reimbursed  by AAA.   See  "Management Arrangements--Estimated Expenses."
    Absent  such arrangements, the Trust's "Other Expenses" and "Total Annual
    Expenses" would be approximately    % of the Trust's net assets.    

    The foregoing Fee Table is intended  to assist investors in understanding
the costs and expenses that a shareholder  in the Trust will bear directly or
indirectly.    The  Example  set  forth above  assumes  reinvestment  of  all
dividends  and distributions  and  utilizes a  5% annual  rate  of return  as
mandated  by Securities  and Exchange  Commission regulations.   THE  EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES OR  ANNUAL RATES
OF RETURN, AND ACTUAL EXPENSES OR ANNUAL  RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE.

                                  THE TRUST

    ABC COMPANY STRYPES  Trust is a recently created Delaware  business trust
and will  be registered as  a closed-end management investment  company under
the Investment Company Act.  The Trust  was formed on March 14, 1996 pursuant
to a  Trust Agreement dated as  of such date  (as amended and restated  as of
          , 1997  the "Declaration of  Trust").  The  term of the  Trust will
expire on or shortly  after             , 2000, except that the  Trust may be
dissolved prior to  such date under certain limited circumstances.  The Trust
will be  treated as  a grantor  trust for  United States  Federal income  tax
purposes.  The  Trust's principal office  is located  at 850 Library  Avenue,
Suite 204,  Newark, Delaware 19715,  and its telephone  number is  (302) 738-
6680.

                               USE OF PROCEEDS
   
    The net proceeds of the Offering will be approximately  $                
(or approximately $             , if the Underwriter's  over-allotment option
is  exercised in full), after payment of  the sales load, the expenses of the
Offering and the other expenses payable by the Trust as described herein.  At
the time  of the  closing of  the Offering,  or shortly  thereafter, the  net
proceeds of the Offering will be used to purchase a fixed portfolio comprised
of  a series of  zero-coupon U.S. Treasury  Securities with face  amounts and
maturities   corresponding  to   the  amounts   and  payment  dates   of  the
distributions payable with respect  to the STRYPES, to pay the purchase price
under  the Contract  to the  Contracting Stockholder  and to  pay the  Escrow
Amount under the Escrow Agreement to the Escrow Agent.    


                      INVESTMENT OBJECTIVE AND POLICIES

    Unless the context otherwise  requires, the following discussion  assumes
that  on the  Exchange  Date, the  Reference Property  consists only  of Bank
Ordinary Shares.

GENERAL
   
    The  Trust  will  purchase and  hold  (i)  a series  of  zero-coupon U.S.
Treasury Securities maturing on a  quarterly basis through the Exchange Date,
(ii)  the Contract with the  Contracting Stockholder and  AAA relating to the
Reference  Property, and  (iii) the  Escrow Agreement  with the  Escrow Agent
relating  to the  Escrow  Amount.   The Trust's  investment  objective is  to
distribute to holders of  STRYPES on a quarterly basis $          per STRYPES
(which  amount   equals  the  pro   rata  portion  of  the   fixed  quarterly
distributions from the proceeds of the maturing U.S. Treasury Securities held
by the Trust) and, on the Exchange Date, a percentage of the number or amount
of each type of  Reference Security and other  property constituting part  of
the Reference Property (or, in  certain circumstances, cash, or a combination
of  cash, Reference Securities  and other property, with  an equal value) per
STRYPES  equal to the Exchange Amount. The Exchange  Amount is equal to:  (a)
if the  Reference Property Value  is greater than  or equal to  the Threshold
Appreciation  Price,     % of the  number or amount of each type of Reference
Property, (b)  if the  Reference Property  Value is  less than  the Threshold
Appreciation Price but is greater than the Initial Price, a percentage of the
number  or  amount   of  each  type  of  Reference   Property,  allocated  as
proportionately as practicable, so that  the aggregate value thereof is equal
to the Initial Price, and (c) if the Reference Property Value is less than or
equal to  the Initial  Price, 100% of  the number or  amount of each  type of
Reference Property.  The "Initial Price" initially will be $       , provided
that, following the distribution of cash constituting Reference Property as a
result of a  Partial Cash Distribution Event,  the Initial Price will  be the
product of the Initial Price in effect immediately prior to such distribution
and the fraction  obtained by dividing the non-cash  consideration portion of
the  Reference  Property Value  (computed  as  of  the related  Partial  Cash
Distribution  Date  but  prior to  the  distribution  of  such  cash) by  the
Reference Property  Value (computed as  aforesaid), with  such product  being
rounded to  the nearest cent.   The "Threshold Appreciation  Price" initially
will be  $             ,  provided that, following  the distribution  of cash
constituting Reference  Property as a  result of a Partial  Cash Distribution
Event, the Threshold Appreciation Price will  be the product of the Threshold
Appreciation Price in  effect immediately prior to such  distribution and the
fraction  obtained by  dividing  the portion  of  the non-cash  consideration
portion  of the Reorganization Price (computed as of the related Partial Cash
Payment Date but  prior to the  distribution of such  cash) by the  Reference
Property Value  (computed as aforesaid),  with such product being  rounded to
the nearest cent.  

    THERE CAN BE NO ASSURANCE  THAT THE AMOUNT RECEIVABLE BY THE HOLDER  OF A
STRYPES ON THE EXCHANGE DATE OR AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY
CASH DISTRIBUTION TO THE HOLDER ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE
EQUAL TO OR  GREATER THAN THE ISSUE PRICE  OF THE STRYPES.   IF THE REFERENCE
PROPERTY VALUE IS LESS  THAN THE INITIAL  PRICE ON THE  EXCHANGE DATE OR  THE
PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR
PARTIAL CASH DISTRIBUTION DATE IS LESS THAN THE INITIAL PRICE, THE SUM OF THE
AMOUNTS DISTRIBUTED  TO THE HOLDER OF  A STRYPES MAY  BE LESS THAN  THE ISSUE
PRICE PAID  FOR THE  STRYPES, IN  WHICH CASE  AN INVESTMENT  IN STRYPES  WILL
RESULT IN A LOSS.  Holders otherwise entitled to receive fractional  units or
interests of  any Reference Security  or other property constituting  part of
the Reference Property in respect of their aggregate holdings of STRYPES will
receive cash in lieu thereof.  See "Fractional Interests."      
   
    The term "Reference Property"  initially means five Bank Ordinary  Shares
and  shall be subject to  adjustment from time to  time prior to the Business
Day  immediately  preceding  the  Exchange  Date  to  reflect  the  addition,
substitution or distribution  of any cash,  securities and/or other  property
resulting from the  application of the adjustment  provisions described below
under "-The Contract-Reference Property Adjustments." As more fully described
below,  upon application  of such  adjustment provisions,  in the  future the
Reference Property may  include, in addition to  or in lieu of  Bank Ordinary
Shares, other securities  of the Bank, securities of  another issuer, cash or
other  property.  The term  "Reference  Security"  means,  at any  time,  any
security (as defined in Section 2(1) of the Securities Act) then constituting
part of  the Reference Property.  The term "Reference Property  Value" means,
subject to the adjustment provisions  described below, the sum, determined as
of 10:00 A.M.  (New York City time) on the second  Business Day preceding the
Exchange  Date,  any  Partial Cash  Distribution  Date  or  the date  of  any
distribution following  a Dissolution  Event, as the  case may be  (each such
date being a  "Reference Date"), of the U.S. Dollar Equivalent of (a) for any
portion of the  Reference Property  consisting of  cash, the  amount of  such
cash, (b) for  any portion of  the Reference Property consisting  of property
other than  cash  or Reference  Securities,  the fair  market  value of  such
property (as  determined by  a nationally  recognized independent  investment
banking firm retained for this purpose by the Administrator) as of 10:00 A.M.
(New York City  time) on the third Business Day preceding the Reference Date,
and (c) for any portion of  the Reference Property consisting of a  Reference
Security, an amount  equal to the  average Closing Price (as  defined herein)
per unit of  such Reference Security on the 20 Trading Days immediately prior
to, but not  including, the second Trading  Day preceding the  Reference Date
multiplied by  the number  of units of  such Reference  Security constituting
part  of  the Reference  Property.   The term  "U.S. Dollar  Equivalent" with
respect to  the value of any  asset or liability  means (i) if such  asset or
liability is denominated or valued in U.S. dollars, such U.S. dollar  amount;
(ii) if such  asset is denominated or  valued in other than  in U.S. dollars,
the product of the  value of such asset and  (x) the U.S. dollar noon  buying
rate in  New York City for  cable transfers (the  "Noon Buying Rate")  of the
currency  in which  the asset is  denominated or  valued as certified  by the
Federal  Reserve Bank of New York on the date  on or as of which the value of
any asset or liability is being determined or (y) if the Noon Buying Rate for
such currency is not available on such date, a rate of exchange determined by
the Administrator. 

    At the  request of  a STRYPES holder,  Bank Ordinary Shares  constituting
Reference Property  which  such holder  may  be entitled  to  receive on  the
Exchange  Date  or otherwise  will  be delivered  in  the form  of  Bank ADSs
representing such  shares and evidenced by Bank ADRs, but only if at the time
of delivery Bank ADSs are listed on  the NYSE or another national or regional
U.S. stock exchange or quoted on a U.S. automated quotation system and if and
to the  extent such  Bank Ordinary  Shares are  accepted for  deposit by  the
depositary for the Bank ADSs.   Any such request shall have been  received by
the  Administrator  at least  30 days  prior  to the  Exchange Date  or other
applicable distribution date.  In the  event that a holder elects to  receive
Bank  ADSs, on the Exchange Date or other  distribution date, as the case may
be,  the  Trust will  deposit  the Bank  Ordinary  Shares with  the  Bank ADR
depositary with instructions to  register ADRs in  such holder's name and  to
deliver  such  ADRs as  requested  by  such  holder  and the  Trust  will  be
responsible  for  the payment  of  any fees  of  the Bank  ADR  depositary in
connection therewith.  Any such payment will be reimbursed by Merrill Lynch &
Co., Inc., which in turn will be reimbursed by AAA.

    The  "Closing  Price"  of  (i)  a  Bank  Ordinary  Share  constituting  a
Reference Security  on any  date of determination  means (a) (w)  the closing
sale price per  ADS (or, if  no closing sale price  per ADS is  reported, the
last reported per ADS sale price)  of Bank ADSs on the NYSE on  such date or,
if Bank ADSs are not listed for trading on the NYSE on such date, as reported
in the  composite transactions  for  the principal  United States  securities
exchange  on which  Bank ADSs  are so  listed, or,  if Bank  ADSs are  not so
listed,  as reported  by  National Association  of  Securities Dealers,  Inc.
Automated Quotation System,  or if Bank  ADSs are not  so reported, the  last
quoted  per ADS  bid price for  Bank ADSs  in the over-the-counter  market as
reported by the National Quotation Bureau or similar organization, or  (b) if
Bank ADSs are not outstanding or traded, (y) the closing price per share (or,
if no closing price  per share is reported, the last  reported per share sale
price) of  Bank Ordinary Shares on the Country  Stock Exchange (the "XXX") on
such date or, if Bank Ordinary Shares  are not listed for trading on the  XXX
on such date, the per share market value of Bank Ordinary Shares on such date
as determined by a nationally  recognized independent investment banking firm
in Country  retained for this purpose by the Administrator, multiplied by (z)
the  U.S. dollar  noon buying rate  in New  York City for  cable transfers of
Country dollars as  certified by the Federal Reserve Bank of New York on such
date; and (ii) a Reference  Security other than a Bank Ordinary  Share on any
date of determination means the closing  sale price (or, if no closing  price
is reported, the last  reported sale price) of such  security on the NYSE  on
such date or, if such security is not listed for trading on  the NYSE on such
date,  as reported  in the  composite transactions  for the  principal United
States securities  exchange on which such security is  so listed, or, if such
security  is  not so  listed  on a  United  States exchange,  as  reported by
National  Association of Securities Dealers, Inc. Automated Quotation System,
or, if  such security is not so reported, the  last quoted bid price for such
security in the over-the-counter market as reported by the National Quotation
Bureau or similar organization, or, if  such bid price is not available,  the
U.S. Dollar Equivalent of  the market value of such security  on such date as
determined by  a nationally  recognized independent  investment banking  firm
retained for this purpose by the  Administrator.  A "Trading Day" is  defined
as a day on which the security the Closing Price of which is being determined
(A) is not  suspended from trading on any securities  exchange or association
or over-the-counter  market at the  close of business  and (B) has  traded at
least  once on  the securities  exchange or  association or  over-the-counter
market that is the  primary market for  the trading of  such security or,  in
connection with  calculating the Reference  Property Value for  Bank Ordinary
Shares using clause (i)(a)  of the definition of  Closing Price, the  primary
trading  market for the trading of Bank  ADSs.  The term "Business Day" means
any  day that is  not a Saturday,  a Sunday or  a day on  which the NYSE, The
NASDAQ National  Market, or  banking institutions or  trust companies  in The
City of New York and any other  place where payment under the Contract or the
Escrow Agreement is required to be made are authorized or obligated by law or
executive order to close.

    Pursuant  to the terms of the Contract,  when the Escrow Amount vests for
the  benefit of the  Contracting Stockholder, the  Contracting Stockholder is
obligated to deliver to the  Trust on the Business Day  immediately preceding
the Exchange Date  the aggregate number or  amount of each type  of Reference
Security and  other  property constituting  part  of the  Reference  Property
required by the  Trust in  order to  exchange all of  the STRYPES  (including
STRYPES issued pursuant to the over-allotment option granted by the  Trust to
the  Underwriter and STRYPES issued  in connection with  the formation of the
Trust)  on  the Exchange  Date  in  accordance  with the  Trust's  investment
objective.    The  obligation  of  the  Contracting  Stockholder  to  deliver
Reference Property  under the Contract may be cash  settled, at the option of
AAA (the "Cash Settlement Option"), in  whole or in part, if AAA delivers  to
the  Trust on the  Business Day immediately  preceding the Exchange  Date, in
lieu  of  the portion  of the  number  or amount  of each  type  of Reference
Property otherwise deliverable in respect of which the Cash Settlement Option
is exercised, cash in an amount equal to the value  of the Reference Property
immediately prior to the  Exchange Date.   To the extent  that AAA elects  to
satisfy its obligation under the Contract by delivering cash or the Reference
Property includes cash, holders will receive  cash on the Exchange Date.   On
or prior to  the twenty-sixth Business Day  preceding the Exchange  Date, the
Administrator will notify The Depository Trust Company (the "Depository") and
publish a  notice in The  Wall Street Journal  or another daily  newspaper of
national circulation stating whether the applicable percentage  of the number
or amount of the Reference Property or cash will be delivered in exchange for
the STRYPES on the Exchange Date.   At the time such notice is published, the
Reference  Property Value will not have been  determined.  If the Contracting
Stockholder delivers Reference Property, holders will  be responsible for the
payment of any and all brokerage costs upon the subsequent sale thereof.

    The  Contract will comprise  approximately      %  of the Trust's initial
assets.  The Trust has adopted a fundamental policy that the Contract may not
be  disposed of  during the  term  of the  Trust and  that, unless  the Trust
dissolves prior to  the Exchange Date  upon the  occurrence of a  Dissolution
Event, the  U.S. Treasury Securities  may not be  disposed of prior  to their
respective maturities and  the Escrow Agreement may not  be disposed of prior
to the  second Business  Day immediately  preceding the Exchange  Date.   The
foregoing fundamental policies of  the Trust may not  be changed without  the
vote of 100% in interest of the holders.


TRUST ASSETS

    The  Trust's  assets   primarily  will  consist  of  (i)   U.S.  Treasury
Securities; (ii) the Contract and (iii) the Escrow Agreement.  The  Trust may
also make certain temporary investments.  See "--Temporary Investments."  For
illustrative  purposes only,  the following  table shows  the number  of Bank
Ordinary Shares  or amount  of cash  (in U.S.  dollars) that  a holder  would
receive for each  STRYPES at  various Reference Property  Values.  The  table
assumes that  there will  be no Reference  Property adjustments  as described
below   under   "--The   Contract--Reference   Property   Adjustments"   and,
accordingly, that on  the Exchange Date, the Reference  Property will consist
of five Bank Ordinary Shares.   There can be no assurance that the  Reference
Property Value will be  within the range set  forth below.  Given  an Initial
Price of $       and  a Threshold Appreciation Price of $          , a holder
would receive on  the Exchange  Date the  following number  of Bank  Ordinary
Shares or  amount of cash  (if the Contracting Stockholder  elects to satisfy
its obligation under the Contract in whole with cash) per STRYPES:

<TABLE>
<CAPTION>

         Reference Property Value                                            Number of Bank ADS
                    of                              Number of                (Assuming 5 Bank Ordinary Shares
           Bank Ordinary Shares                Bank Ordinary Shares          per Bank ADS)                               Amount of
                                                                                                                            Cash
<S>                                            <C>                           <C>                                         <C>   
    

</TABLE>

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


<TABLE>
<CAPTION>

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

</TABLE>
   
    The anticipated annual  distribution of  $                per STRYPES  is
payable  quarterly on each  February 15, May  15, August 15  and November 15,
commencing November 15, 1997   (or, if any such  date is not a Business  Day,
the next  succeeding Business Day).   Quarterly distributions on  the STRYPES
will consist solely  of the cash received  from the proceeds of  the maturing
U.S. Treasury Securities held by the  Trust.  The Trust will not  be entitled
to any  future dividends that  may be declared  on the Bank  Ordinary Shares.
See "Dividends and Distributions."    


ENHANCED  YIELD; LESS POTENTIAL  FOR EQUITY  APPRECIATION THAN  BANK ORDINARY
SHARES; NO DEPRECIATION PROTECTION

       Although the STRYPES will provide investors with a current distribution
yield, there is no assurance that the  distribution yield on the STRYPES will
be higher  than  the dividend  yield on  the Bank  Ordinary  Shares or  other
Reference  Securities  over  the  term  of  the  Trust.    In  addition,  the
opportunity for equity appreciation afforded  by an investment in the STRYPES
is less  than  that afforded  by a  direct investment  in  the Bank  Ordinary
Shares.  Assuming no Partial Cash Distribution Event occurs, the value of the
Bank Ordinary Shares receivable by a holder of a STRYPES on the Exchange Date
will exceed the  issue price of such  STRYPES only if the  Reference Property
Value  exceeds  the   Threshold  Appreciation  Price,  which   represents  an
appreciation  of     % of  the Initial Price.  Moreover, because each STRYPES
will entitle the holder to receive only     % of the number or amount of each
type  of Reference  Security  and  other property  constituting  part of  the
Reference  Property if  the Reference  Property Value  exceeds  the Threshold
Appreciation  Price, holders of the STRYPES will  be entitled to receive upon
exchange only    % (the percentage  equal to the Initial Price divided by the
Threshold  Appreciation  Price) of  any  appreciation  of  the value  of  the
Reference  Property  above  the Threshold  Appreciation  Price.    Holders of
STRYPES will bear the entire decline in value if the Reference Property Value
is less than the Initial Price.

THE BANK

                               (INSERT TO COME)


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

    The Bank is  subject to the information requirements  of the Exchange Act
applicable to foreign  private issuers.  Accordingly, the  Bank files reports
and  other  information with  the  Securities  and Exchange  Commission  (the
"Commission").  Copies  of such material can  be inspected and copied  at the
public  reference facilities  maintained  by the  Commission  at the  address
specified  under "Additional  Information."   Reports  and other  information
concerning the Bank may also be inspected at the offices of the NYSE.

    THE BANK IS NOT  AFFILIATED WITH THE TRUST,  WILL NOT RECEIVE ANY  OF THE
PROCEEDS FROM  THE SALE  OF THE  STRYPES AND  WILL HAVE  NO OBLIGATIONS  WITH
RESPECT TO THE  STRYPES.  THIS PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED
HEREBY AND DOES NOT RELATE TO THE BANK, BANK ADSs OR BANK ORDINARY SHARES.

THE CONTRACT

    General.    Pursuant  to  the terms  of  the  Contract,  the  Contracting
Stockholder  is obligated  to  deliver  to  the Trust  on  the  Business  Day
immediately preceding the Exchange Date an aggregate number or amount of each
type of the  Reference Property equal to  the product of the  Exchange Amount
and the aggregate  number of STRYPES then outstanding.  The obligation of the
Contracting  Stockholder to deliver  shares of  Reference Property  under the
Contract  may be cash settled, at the option  of AAA, in whole or in part, if
AAA  delivers to  the Trust  on  the Business  Day immediately  preceding the
Exchange  Date, in  lieu of the  portion of the  Reference Property otherwise
deliverable in respect of which the Cash Settlement Option is exercised, U.S.
dollars  in an amount (calculated  to the nearest 1/100th of  a dollar or, if
there is not a nearest 1/100th of  a dollar, then to the next higher  1/100th
of a dollar) equal to the Reference Property Value.  In the event, and to the
extent, that AAA exercises the Cash Settlement Option, holders of the STRYPES
will receive cash on the Exchange Date.   The Escrow Amount will then be paid
over to the Contracting Stockholder.    

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

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

       In the case of  the Dilution Event referred to in clause (v) above, the
Reference  Property shall  be adjusted  multiplying the  number of  Reference
Securities constituting Reference Property immediately  prior to the date  of
issuance  of the  rights or  warrants referred  to in  clause (v) above  by a
fraction, the numerator of which shall be the number  of Reference Securities
outstanding on the  date of issuance of such  rights or warrants, immediately
prior to  such issuance, plus  the number of additional  Reference Securities
offered for subscription or purchase pursuant to such rights or warrants, and
the  denominator  of  which  shall  be the  number  of  Reference  Securities
outstanding on the date of  issuance of such rights or warrants,  immediately
prior to  such issuance, plus  the number of additional  Reference Securities
which  the  aggregate  offering  price  of  the  total  number  of  Reference
Securities so offered for subscription or purchase pursuant to such rights or
warrants  would purchase  at  the  current market  price  (determined as  the
average  Closing  Price  per  Reference  Security  on  the  20  Trading  Days
immediately prior to the date such rights  or warrants are issued, subject to
certain  adjustments), which  shall be  determined by multiplying  such total
number of  Reference Securities  by  the exercise  price  of such  rights  or
warrants  and dividing the product so obtained  by such current market price.
To  the  extent  that  Reference  Securities  are  not  delivered  after  the
expiration of such rights or warrants, or  if such rights or warrants are not
issued, the Reference Property shall  be readjusted to the Reference Property
which would then be in effect  had such adjustments for the issuance of  such
rights or warrants been made upon the basis of delivery of only the number of
Reference Securities actually delivered.    

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

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

    In  the event  of  (A) any consolidation  or  merger of  an  issuer of  a
Reference Security with or into another entity (other than a consolidation or
merger in which  such issuer is the  continuing corporation and in  which the
Reference  Security outstanding  immediately prior  to  the consolidation  or
merger is not exchanged for cash, securities or other property of such issuer
or another entity)  or acquisition of  an issuer of  a Reference Security  by
another  entity which  results in  a Change  in Control (as  defined herein),
(B) any sale,  transfer, lease  or conveyance to  another corporation  of the
property of an issuer of a Reference Security as an entirety or substantially
as an entirety,  (C) any statutory exchange of  securities of an issuer  of a
Reference Security with  another entity or (D) any  liquidation, dissolution,
winding up or bankruptcy  of an issuer of a Reference  Security including the
Bank  as such (excluding any distribution in  such Dilution Event referred to
in clause  (vi) above) (any such event  described in clause (A),  (B), (C) or
(D), a "Reorganization  Event"), the Reference Property shall  be adjusted to
include, from and after the effective date for such Reorganization  Event, in
lieu of  the number of units of such  Reference Security constituting part of
the  Reference Property  immediately prior  to  the effective  date for  such
Reorganization Event,  the amount  or number of  any cash,  securities and/or
other property owned or received in such Reorganization Event with respect to
each unit of  such Reference Security  multiplied by the  number of units  of
such  Reference  Security   constituting  part  of  the   Reference  Property
immediately  prior  to the  effective  date  for such  Reorganization  Event.
"Change in Control" means any person who is entitled  to less than 50 percent
of the voting  shares in the  Bank becoming, as  a result of  an acquisition,
entitled to more than 50 per cent of  the voting shares in the Bank (as those
terms are defined in the Corporations Law).

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

    No adjustments to the Reference  Property will be made for certain  other
events,  such as  offerings of  Bank  Ordinary Shares  by the  Bank  for cash
(except as described above) or  in connection with acquisitions. Likewise, no
adjustments  to the  Reference Property will  be made  for any sales  of Bank
Ordinary Shares by the Contracting Stockholder. 
 
    Cash Distribution Events.  Upon the occurrence of (a) an  event described
in clause (iii)  of the definition of Dissolution  Event (a "Cash Dissolution
Event") or (b)  any consolidation, merger  or acquisition of  an issuer of  a
Reference Security  with, into or  by another entity  in which some  but less
than all of  the consideration for the Reference  Securities constituting the
Reference  Property  immediately  prior  to  such  consolidation,  merger  or
acquisition is  cash (a "Partial  Cash Distribution Event"),  the Contracting
Stockholder will pay to the Trustee in U.S. dollars pursuant to  the Contract
an amount  of cash  equal to the  product of  the number  of STRYPES and  the
Adjusted Present  Value of the  cash per  Reference Property received  by the
Contracting Stockholder as a result of such Cash Dissolution Event or Partial
Cash Distribution  Event (the  "Cash Reorganization  Price").  The  "Adjusted
Present  Value"  of any  Cash  Reorganization  Price  means the  U.S.  Dollar
Equivalent (as defined herein) of the Cash Reorganization Amount with respect
to such Cash Reorganization Price,  discounted on a quarterly basis (assuming
a 360-day year  of twelve 30-day months)  at the Adjusted Treasury  Rate from
the Exchange  Date to  the date on  which such  Cash Reorganization  Price is
received  by  the Contracting  Stockholder.   The  term  "Cash Reorganization
Amount" with respect to  any Cash Reorganization Price means  an amount equal
to (i)  if the  Reference Property  Value is  greater than  or  equal to  the
Threshold Appreciation Price,    % of the Cash Reorganization  Price, (ii) if
the Reference  Property Value is  less than the Threshold  Appreciation Price
but greater than the Initial Price, the  product of the Initial Price and the
percentage  of  the  Reference  Property  Value  that  represents  the   Cash
Reorganization Price,  and (iii) if the Reference Property Value is less than
or equal to the Initial Price, the Cash Reorganization Price.

    The  Trust  will  not dissolve  upon  the  occurrence of  a  Partial Cash
Distribution  Event.    However,  on  the  earliest  practical  Business  Day
following  receipt by the Contracting  Stockholder of any Cash Reorganization
Price for Reference Securities in connection with a Partial Cash Distribution
Event (a "Partial Cash Distribution Date"), the  Contracting Stockholder will
pay the  Trust a U.S. dollar  amount equal to  the Adjusted Present  Value of
such Cash  Reorganization Price and  the Trustee will distribute  such amount
pro  rata  to  the holders  of  STRYPES.   Following  such  distribution, the
Reference  Property  will  include  only  the securities  or  other  non-cash
property kept or  received by the Contracting Stockholder as a result of such
consolidation,  merger or acquisition,  and the Contracting  Stockholder will
pay any remaining Cash Reorganization Price to AAA.    

    "Adjusted Treasury  Rate" means, with respect  to any event  specified in
clause  (A) of  the definition  of Reorganization  Event, the rate  per annum
equal to (i)  the yield, under the  heading which represents the  average for
the  immediately  prior  week,  appearing  in  the  most  recently  published
statistical  release designated  "H.15 (519)"  or  any successor  publication
which is published weekly by the Federal Reserve Board and which  establishes
yields  on actively  traded  United States  Treasury  securities adjusted  to
constant maturity under the  caption "Treasury Constant Maturities,"  for the
maturity corresponding to the Remaining Life  (if no maturity is within three
months  before or  after the  maturity corresponding  to the  Remaining Life,
yields for  the two  published maturities most  closely corresponding  to the
Remaining Life will be  interpolated, and the Adjusted Treasury  Rate will be
interpolated or  extrapolated  from such  yields  on a  straight-line  basis,
rounding to the  nearest month)  or (ii)  if such release  (or any  successor
release) is not published  during the week preceding the calculation  date or
does  not contain such  yields, the rate  per annum equal  to the semi-annual
equivalent yield to  maturity of  the Comparable  Treasury Issue,  calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for the  date on
which  such event  is  consummated,  in each  case  calculated  on the  third
Business Day preceding the date on which such event is consummated.

    "Comparable  Treasury Issue"  means the  United States  Treasury security
selected  by the  Quotation Agent  as  having a  maturity  comparable to  the
Remaining  Life that  would be  utilized,  at the  time of  selection  and in
accordance  with  customary  financial practice,  in  pricing  new issues  of
corporate  debt securities of comparable maturity  to the Remaining Life.  If
no United States  Treasury security has a  maturity which is within  a period
from three months before to three months  after the event specified in clause
(A)  of  the  definition  of  Reorganization  Event,  the  two  most  closely
corresponding  United  States  Treasury  securities  will  be   used  as  the
Comparable  Treasury  Issue,   and  the  Adjusted   Treasury  Rate  will   be
interpolated  or  extrapolated  on a  straight-line  basis,  rounding  to the
nearest month, using such securities.

       "Quotation Agent"  means the Reference Treasury Dealer appointed by the
Administrator.  "Reference  Treasury Dealer" means a primary  U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer").    

    "Comparable  Treasury Price" means,  with respect to  any event specified
in clause (A) of  the definition of Reorganization Event, (i)  the average of
five Reference Treasury Dealer Quotations for the date on which such event is
consummated, after excluding  the highest and lowest  such Reference Treasury
Dealer Quotations, or (ii) if the Paying  Agent obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

    "Reference Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference Treasury Dealer and any prepayment date, the average, as determined
by the Administrator, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in  writing to  the Administrator by  such Reference Treasury  Dealer at 5:00
p.m., New York  City time, on  the third Business Day  preceding the date  on
which  the relevant  event  specified  in clause  (A)  of  the definition  of
Reorganization Event is consummated.

     Nominee Trust  Deed; Acceleration.   Pursuant to  the Nominee Trust Deed
and the Contract,  the Contracting Stockholder must have  the legal ownership
of the maximum number or amount of each type of Reference Security  and other
property  constituting  part of  the  Reference Property  deliverable  by the
Contracting Stockholder under the Contract.  The Contracting Stockholder will
at the  direction  of AAA  pay  over to  AAA  as beneficiary  any  dividends,
interest, principal or other payments received by the Contracting Stockholder
in respect of any  Reference Property and any  Cash Reorganization Price  not
payable and  paid to the Trust on any  Partial Cash Distribution Date, unless
(a) a Dissolution Event has occurred, (b) such dividends, interest, principal
or  other  payments constitute  part  of the  Reference  Property or  (c) the
payment of  such amount  to AAA  would cause  the assets  of the  Contracting
Stockholder  to become  insufficient under  the  Nominee Trust  Deed and  the
Contract.  AAA  shall have the right to direct the Contracting Stockholder to
vote any Reference Securities for so long as such securities are owned by the
Contracting Stockholder  and beneficially owned by AAA,  unless a Dissolution
Event has occurred.

    Unless  the  Contracting  Stockholder  or  AAA   is  in  default  in  its
obligations  under the  Nominee  Trust Deed  and the  Contract,  AAA will  be
permitted to  substitute for the  Reference Property held by  the Contracting
Stockholder  assets consisting of short-term,  direct obligations of the U.S.
Government.    Any  U.S.  Government  obligations  held  by  the  Contracting
Stockholder as substitute assets will be required to have an aggregate market
value  at the  time of  substitution and  at daily  mark-to-market valuations
thereafter  of  not less  than  150% (or,  from and  after  any Insufficiency
Determination  that shall not be cured  by 4:00 P.M. (New  York City time) on
the third Business Day following the day on which notice thereof is given, as
described below, 200%) of the aggregate value of the number or amount of each
type  of Reference  Security  and  other property  constituting  part of  the
Reference Property  for which such  obligations are being substituted  at the
time of each valuation.

    If  the  Contracting Stockholder  shall  make a  determination  that U.S.
Government obligations  held by the  Contracting Stockholder pursuant  to the
Nominee Trust  Deed as  substitute assets  shall fail  to meet  the foregoing
requirements  at any valuation  (an "Insufficiency Determination"),  and such
failure shall not  be cured by 4:00  P.M. (New York  City time) on the  third
Business  Day following  the day  on  which notice  of such  determination is
given, then,  unless a Collateral Event  of Default (as  defined below) under
the  Nominee  Trust  Deed  and  the  Contract  shall  have  occurred  and  be
continuing, the Contracting  Stockholder shall, if practicable,  commence (i)
sales  of  the assets  of  the  Contracting  Stockholder consisting  of  U.S.
Government obligations and (ii) purchases,  using the proceeds of such sales,
of  each type of Reference Security and other property then constituting part
of the Reference Property, in such numbers or amounts sufficient to cause the
assets of the Contracting Stockholder to meet the requirements of the Nominee
Trust Deed and  the Contract.  The Contracting  Stockholder shall discontinue
such sales and purchases if at  any time a Collateral Event of Default  under
the  Nominee  Trust  Deed  and  the  Contract  shall  have  occurred  and  be
continuing.  A "Collateral Event of Default" under the Nominee Trust Deed and
the  Contract shall mean, with respect to  the Contracting Stockholder at any
time, (A)  if  no U.S.  Government obligations  shall be  held  as assets  in
substitution for Reference Property at such time, failure  of the assets held
by the Contracting Stockholder  to consist of at least the  maximum number or
amount of  each type  of Reference Security  and other  property constituting
part  of the Reference  Property deliverable by  such Contracting Stockholder
under the Contract; and (B) if any U.S. Government obligations shall be owned
by the Contracting Stockholder as substitute assets for Reference Property at
such time, failure of such U.S. Government obligations to have a market value
at such time  of at least  105% of the  difference between (x) the  aggregate
value of the  maximum number or amount of each type of Reference Security and
other property constituting part of the Reference Property deliverable by the
Contracting Stockholder under the Contract and (y) the aggregate value of the
number or  amount  of each  type  of Reference  Security and  other  property
constituting part  of the Reference  Property assets held by  the Contracting
Stockholder at such time.

    The  occurrence of  an Event  of  Default under  the  Contract after  the
expiration of any  notice or grace periods,  including a Collateral Event  of
Default, or  the bankruptcy or  insolvency of the Contracting  Stockholder or
AAA (each such  event, a "Default"), will cause  an automatic acceleration of
the Contracting  Stockholder's obligations under  the Contract.  In  any such
event, the Contracting  Stockholder will hold a number or amount of each type
of Reference Security  and other property constituting part  of the Reference
Property  having  an aggregate  value  equal to  the  "Aggregate Acceleration
Value" of  the  Contract for  the benefit  of the  Trustee  absolutely.   The
Aggregate Acceleration  Value  will  be  based  on  an  "Acceleration  Value"
determined by the  Administrator on the basis of  quotations from independent
dealers.   Each quotation will  be for an  amount that  would be paid  to the
relevant dealer in consideration  of an agreement between the Trust  and such
dealer that would have the effect of preserving the Trust's rights to receive
the number or  amount of each type  of Reference Security and  other property
constituting part of the Reference  Property under a portion of  the Contract
that  corresponds to 1,000 of the STRYPES  offered hereby.  The Administrator
will request quotations  from four nationally recognized  independent dealers
on or as soon as  reasonably practicable following the date of  acceleration.
If  four  quotations  are  provided,  the  Acceleration  Value  will  be  the
arithmetic  mean  of the  two  quotations  remaining after  disregarding  the
highest and the lowest quotations.  If two or three quotations  are provided,
the Acceleration Value  will be the arithmetic  mean of such quotations.   If
one  quotation  is provided,  the Acceleration  Value will  be equal  to such
quotation.  The Aggregate Acceleration Value will be computed by dividing the
Acceleration  Value by  1,000 and  multiplying  the quotient  thereof by  the
aggregate number of  STRYPES then outstanding, except that,  if no quotations
are  provided, the  Aggregate Acceleration  Value will  be the  value  of the
aggregate  number or  amount of  each type  of Reference  Security and  other
property constituting part  of the Reference Property that  would be required
to be delivered  on such date  under the Contract  if the Exchange  Date were
redefined for all purposes to be the  acceleration date.  Upon the occurrence
of a Default,  the number or  amount of each  type of Reference Security  and
other property  constituting part of  the Reference Property  deliverable for
each  STRYPES  will be  based  solely  on  the Aggregate  Acceleration  Value
described above for the Contract.

    Upon the  occurrence of a Dissolution  Event, the Custodian  shall direct
the Escrow Agent to hold the Escrow Amount for the benefit of the Contracting
Stockholder.

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

   
    National Country  Trustees is a  "financial institution" for  purposes of
Sections  555  and 101(22)  of  Title  11  of  the United  States  Code  (the
"Bankruptcy  Code").    Upon  the  occurrence of  a  Dissolution  Event,  the
Contracting Stockholder will hold the  Reference Property on trust absolutely
for the  Trust and  AAA shall  cease to  have any  interest in  the Reference
Property.    Thereafter  the  Contracting  Stockholder  shall  act  solely in
accordance  with the  directions of the  Custodian and shall  pursuant to the
Contract  distribute to the Trust, for distribution  pro rata to the holders,
the Aggregate Acceleration Value in the form  of Reference Property.  See "--
Trust Dissolution."
    

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

    To  the extent practicable,  the Contracting Stockholder  will deliver to
the Trust fractional interests of any Reference Property other than cash or a
Reference Security if  the Contracting Stockholder satisfies  its obligations
under the Contract by delivering Reference Property.  If such delivery is not
practicable,  in lieu  of delivering any  such fractional  interest otherwise
deliverable in respect of the Contracting Stockholder's obligations under the
Contract,  the Trust shall be entitled to  receive an amount in cash equal to
the value of  such fractional  interest based  on the fair  market value  (as
determined by  a nationally  recognized independent  investment banking  firm
retained for this  purpose by the Administrator)  as of 10:00 A.M.  (New York
City time) on  the third  Business Day  preceding the Exchange  Date of  such
Reference Property other than cash or a Reference Security. 

   
    Description of Contracting Stockholder.   The Contracting Stockholder  is
the  trustee of a trust  established under the laws  of Country pursuant to a
Nominee  Trust  Deed, dated           1997,  among  _______ as  trustee  (the
"Contracting  Stockholder"),  _____________  as settlor  and  AAA  as initial
beneficiary (as amended and supplemented  by the Contract, the "Nominee Trust
Deed").    References  herein  to  the Contracting  Stockholder  are  to  the
Contracting Stockholder, as  trustee of the trust established  by the Nominee
Trust Deed.   On or  prior to the  Closing Date, the  Contracting Stockholder
will acquire  from AAA the Bank Ordinary Shares it is required to own on such
date in accordance with  the Contract.  Thereafter until the  occurrence of a
Dissolution Event, the  ownership of the beneficial interest in the assets of
the Contracting Stockholder shall be vested in AAA.  Upon the occurrence of a
Dissolution Event, the  Contracting Stockholder will  act only in  accordance
with  the  instructions  of  the  Custodian  until  the  assets held  by  the
Contracting  Stockholder have  been distributed  to the  Trust to  the extent
required by  and in accordance with  the Contract, with  any remaining assets
thereafter continuing to  be held for the benefit of AAA until distributed to
AAA at  AAA's direction.  Upon the occurrence  of a Partial Cash Distribution
Event,  the Contracting  Stockholder shall  act only  in accordance  with the
instructions of  the Custodian until  the portion of the  Cash Reorganization
Price required to be distributed to the Trust pursuant to the  Contract shall
have been so  distributed, with the beneficial interest in any remaining Cash
Reorganization Price thereafter  being held  for AAA  until distributed  to 
AA  at AAA's direction.                            , a subsidiary
of AAA, currently owns           Bank Ordinary Shares  or     % of the
Bank Ordinary Shares currently outstanding.

    

   
    Purchase Price.  The purchase price under the Contract is equal to $     
  in the aggregate, with $         payable to the Contracting Stockholder  by
the Trust on or about               , 1997 and $          paid to  the Escrow
Agent and vested for the benefit of AAA at the direction of the Custodian  as
described herein.   No other  consideration is  payable by the  Trust to  the
Contracting  Stockholder or  AAA in  connection with  its acquisition  of the
Contract or  the performance of  the Contract by the  Contracting Stockholder
and AAA.
    

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

THE U.S. TREASURY SECURITIES

   
    The Trust will  purchase and hold a  series of zero-coupon U.S.  Treasury
Securities with face amounts and  maturities corresponding to the amounts and
payment dates  of the distributions payable with respect  to the STRYPES.  Up
to    %  of the Trust's total assets may  be invested in these U.S.  Treasury
Securities.  In the event that the Contract is accelerated as described under
"--Cash Distribution  Events" or  "--Nominee Trust  Deed; Acceleration,"  the
Administrator will liquidate  any such U.S. Treasury Securities  then held in
the  Trust and  distribute the  proceeds therefrom pro  rata to  the holders,
together with amounts distributed upon acceleration.
    

   

ESCROW AGENT

    The  Trust's  escrow  agent  is   ___________  pursuant  to  the   Escrow
Agreement.  Pursuant to the Escrow Agreement, the Escrow Agent may invest the
Escrow Amount in  a demand account with  certain New York-based banks  as set
forth in the Escrow  Agreement, with any earnings on the Escrow  Amount to be
distributed to AAA on a quarterly basis.  In the  event of any termination of
the Escrow Agreement by the Trust or the resignation of the Escrow Agent, the
Trust must engage a  new Escrow Agent to carry  out the duties of the  Escrow
Agent as set forth in the Escrow Agreement.
    


TEMPORARY INVESTMENTS

    To  the extent  necessary to  enable the  Paying Agent  to make  the next
succeeding  quarterly distribution, any moneys deposited  with or received by
the Trust  will be invested by the Paying  Agent in short-term obligations of
the U.S.  Government maturing no  later than  the Business Day  preceding the
next following distribution date.

TRUST DISSOLUTION

   

    The  Trust will dissolve on or shortly after the Exchange Date, except if
dissolved earlier under  certain limited circumstances.   Although the  Trust
has adopted a fundamental policy that it will not dispose of the Contract  or
the Escrow Agreement prior to  the Exchange Date, under certain circumstances
the  Contract and  the Escrow Agreement  may terminate prior  to the Exchange
Date.   The Trust  will be  dissolved prior  to  the Exchange  Date upon  the
occurrence of  (i) a Default with  respect to the Contracting  Stockholder or
AAA, (ii) the liquidation, dissolution, winding up or bankruptcy of an issuer
of a Reference Security, including the Bank as such, other than in connection
with a  consolidation, merger or acquisition of such  issuer with, into or by
another  entity, or  (iii) any  consolidation,  merger or  acquisition of  an
issuer of a  Reference Security with, into or by another entity in connection
with which all  the Reference Securities constituting the  Reference Property
immediately  prior to the consolidation,  merger or acquisition are exchanged
for consideration consisting solely  of cash and  no other property (each,  a
"Dissolution  Event").   Upon  the  occurrence of  a  Dissolution Event,  the
Trust's assets (other than  assets received pursuant to the Contract) will be
liquidated, the  Escrow Amount will  be paid to the  Contracting Stockholder,
the net assets of the Trust  will be distributed pro rata to the  holders and
the term of  the Trust will  expire.  See "--The  Contract--Cash Distribution
Events" and "--Nominee Trust Deed; Acceleration."
    

    Written notice  of any  dissolution shall be  sent to holders  specifying
the record  date for  the distribution to  holders, the  amount distributable
(including, if  applicable, the number  or amount of  each type  of Reference
Security and other property constituting part of the Reference Property) with
respect  to each  STRYPES and the  time of  dissolution as determined  by the
Trustees.  Any such notice will be  provided by mail, sent to each holder  at
such holder's address  as it appears on  the register for the  STRYPES, first
class, postage prepaid  not less than nine  days prior to  the date on  which
such distribution is to be made.  At  or prior to the mailing of such notice,
the  Administrator shall  publish a  public announcement  in The  Wall Street
Journal  or another  daily newspaper  of national  circulation in  the United
States.

FRACTIONAL UNITS AND INTERESTS

    No fractional units of any  Reference Security or amount of each  type of
Reference  Security and  other  property constituting  part of  the Reference
Property, or fractional  interests of any Reference Property  other than cash
or a  Reference Security,  will be  distributed by  the Trust  to holders  of
STRYPES on the  Exchange Date or upon earlier dissolution of  the Trust.  All
fractional  units or interests to which holders of STRYPES would otherwise be
entitled on the Exchange  Date or upon earlier dissolution of  the Trust will
be  aggregated and  liquidated  by  the Administrator  and,  in  lieu of  the
fractional units or  interests to which  a holder  would otherwise have  been
entitled in respect of the total number  of STRYPES held by such holder, such
holder  will  receive  its  pro  rata  portion  of  the  proceeds  from  such
liquidation (net of any brokerage or related expenses).


                           INVESTMENT RESTRICTIONS

   

    The Trust  has  adopted a  fundamental  policy  that the  Trust  may  not
purchase  any  securities  or  instruments  other  than   the  U.S.  Treasury
Securities,  the Contract,  the Escrow Agreement  and any  Reference Security
received  pursuant  to  the  Contract  and,  for  cash  management  purposes,
short-term  obligations  of the  U.S.  Government;  issue any  securities  or
instruments except for  the STRYPES; make short sales  or purchase securities
on margin;  write put or  call options; borrow money;  underwrite securities;
purchase or sell  real estate, commodities or commodities  contracts; or make
loans.  The Trust  has adopted a fundamental policy that the Contract may not
be disposed  of  during the  term of  the Trust  and that,  unless the  Trust
dissolves prior  to the Exchange Date due to  the occurrence of a Dissolution
Event, the U.S.  Treasury Securities may  not be disposed  of prior to  their
respective maturities.

    

    Because  of the  foregoing limitations,  the Trust's  investments will be
concentrated initially in the banking and financial services  industry, which
is the principal industry in which the Bank currently operates.   However, to
the extent that in the future the Bank diversifies its operations into one or
more other industries or  is acquired by  an entity that  operates in one  or
more other industries,  the Trust's investments will be  less concentrated in
the banking and financial services industry.


                                 RISK FACTORS

NO ACTIVE PORTFOLIO MANAGEMENT

   
 
   It  is a  fundamental policy of  the Trust  that the Contract  may not be
disposed of during the term of the Trust and that, unless the Trust dissolves
prior to the  Exchange Date upon the  occurrence of a Dissolution  Event, the
U.S. Treasury  Securities may not  be disposed  of prior to  their respective
maturities and  the Escrow  Agreement may  not be  disposed of  prior to  the
second Business Day prior to the Exchange  Date.  As a result, the Trust will
continue to hold the Contract despite any significant decline in the value of
the  Reference  Property, including  the  Bank  Ordinary  Shares, or  adverse
changes in the  financial condition of the issuer of  the Reference Security,
including  the Bank.  The Trust will not be managed like a typical closed-end
investment company.
    


ABSENCE OF TRADING HISTORY; MARKETABILITY; POSSIBILITY OF THE STRYPES TRADING
AT A DISCOUNT FROM NET ASSET VALUE
   
    The STRYPES  have no trading  history and it  is not possible  to predict
how  they will  trade  in the  secondary market.   The  trading price  of the
STRYPES may vary considerably prior to the  Exchange Date due to, among other
things, fluctuations in trading prices of the Bank Ordinary Shares, Bank ADSs
or  other  Reference Securities  (which  may  occur  due  to changes  in  the
financial condition, results of operations or prospects  of the Bank or other
issuer  of  Reference  Securities, or  because  of  complex  and interrelated
political, economic, financial and other  factors that can affect the capital
markets generally, the stock exchanges or quotation systems on which the Bank
Ordinary Shares, Bank ADSs  or other Reference Securities  is traded and  the
market segment of which the Bank or other issuer of Reference Securities is a
part),  fluctuations in  interest rates  and  rates of  exchange between  the
Country dollar  and the U.S. dollar, and other  factors that are difficult to
predict and beyond the Trust's control.
    

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

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

REFERENCE PROPERTY ADJUSTMENTS

   
    The  Reference Property (or, in the event AAA elects to exercise the Cash
Settlement Option, the  amount of cash or  combination of cash  and Reference
Property) that the Trust is entitled  to receive pursuant to the Contract  on
the Business Day immediately preceding the Exchange Date or upon acceleration
of the  Contract is subject  to adjustment for  certain events  arising from,
among other things, a merger, consolidation or acquisition in which the  Bank
is not the surviving entity  and the liquidation, dissolution, winding  up or
bankruptcy  of the Bank or  other issuer of a  Reference Security, as well as
stock splits and  combinations, stock dividends and certain  other actions of
the  Bank that modify  its capital structure.   See "Investment Objective and
Policies--The  Contract--Reference Property  Adjustments."    Such number  or
amount of each type of Reference  Property (or amount of cash or  combination
of  cash and  Reference Property)  to be  received by  the Trust will  not be
adjusted for other events, such as offerings of Bank Ordinary Shares for cash
(other  than certain  rights and  warrants offerings)  or in  connection with
acquisitions.

    The Bank  is not restricted in  connection with the  STRYPES from issuing
additional Bank  Ordinary Shares during the term of  the Trust.  In addition,
no  stockholder  of  the  Bank,  including AAA  Contracting  Stockholder,  is
precluded  from selling  Bank Ordinary  Shares  or from  participating in  or
voting  for a  reorganization,  merger  or  acquisition of  the  Bank.    The
Contracting Stockholder is precluded from selling Bank Ordinary Shares except
for tendering the Bank Ordinary Shares or other Reference Securities it holds
in connection  with any consolidation, merger  or acquisition of the  Bank or
successor issuer of  Reference Securities as  a whole  or in connection  with
permitted  substitution of  collateral  or  delivering to  the  Trust on  the
Business Day immediately  preceding the Exchange Date.   Neither the Bank nor
any stockholder of  the Bank, including the Contracting  Stockholder and AAA,
has any obligation  to consider the interests  of the holders of  the STRYPES
for  any reason.   Additional issuances, sales,  reorganizations, mergers and
acquisitions may materially  and adversely affect the price  of Bank Ordinary
Shares,  Bank  ADSs  or  other  Reference  Securities  and,  because  of  the
relationship of the number of Bank Ordinary Shares (or amount of cash) to  be
received pursuant to the  Contract to the price of the  Bank Ordinary Shares,
such other  events may materially and  adversely affect the trading  price of
the STRYPES.   There can be no assurance  that the Bank will not  take any of
the  foregoing  actions, or  that  it will  not  make offerings  of,  or that
principal stockholders, including  the Contracting Stockholder and  AAA, will
not sell any Bank Ordinary Shares, in the  future, or as to the amount of any
such offerings or sales.

LIMITED TERM

    The term of the  Trust will expire on or shortly after the Exchange Date,
unless the Trust  is dissolved earlier upon  the occurrence of  a Dissolution
Event.  On or shortly after the Exchange Date, the Trust will distribute  the
Reference Property and/or cash received by the Trust pursuant to the Contract
and other  net assets held  by the  Trust pro  rata to  holders and  dissolve
shortly thereafter.  Upon the occurrence of a Dissolution Event, the  Trust's
assets  (other  than  assets  received  pursuant to  the  Contract)  will  be
liquidated, the  Escrow Amount will  be paid to the  Contracting Stockholder,
the net assets of the  Trust will be distributed pro rata to  holders and the
term of the Trust will expire.

NON-DIVERSIFIED PORTFOLIO

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

COMPARISON TO OTHER EQUITY SECURITIES; RELATIONSHIP TO BANK ORDINARY SHARES

    The  terms  of  the  STRYPES are  similar  to  those  of ordinary  equity
securities in that the  value of the Reference Property (or, in the event AAA
exercises  the Cash Settlement Option,  the amount of  cash or combination of
cash and Reference Property)  that a holder of a STRYPES will  receive on the
Exchange Date is not fixed, but is based on the Reference Property Value (see
"Investment   Objective  and   Policies--General"   and  "--The   Contract").
ACCORDINGLY, THERE  CAN BE NO  ASSURANCE THAT  THE AMOUNT  RECEIVABLE BY  THE
HOLDER OF A STRYPES ON  THE EXCHANGE DATE OR AS  A RESULT OF ANY  DISSOLUTION
EVENT  PLUS  ANY  CASH  DISTRIBUTION  TO  THE  HOLDER  ON  ANY  PARTIAL  CASH
DISTRIBUTION DATE WILL  BE EQUAL TO OR  GREATER THAN THE  ISSUE PRICE OF  THE
STRYPES.  IF THE REFERENCE PROPERTY VALUE  IS LESS THAN THE INITIAL PRICE  ON
THE EXCHANGE DATE OR THE PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY
CASH  DISSOLUTION DATE  OR PARTIAL CASH  DISTRIBUTION DATE  IS LESS  THAN THE
INITIAL PRICE, THE SUM OF THE AMOUNTS DISTRIBUTED TO THE HOLDER OF  A STRYPES
MAY BE  LESS THAN  THE ISSUE  PRICE PAID FOR  THE STRYPES,  IN WHICH  CASE AN
INVESTMENT IN THE STRYPES WILL RESULT IN  A LOSS.  SEE "INVESTMENT OBJECTIVES
AND POLICIES--GENERAL" AND "--THE CONTRACT."
    


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

LIMITATIONS ON OPPORTUNITY FOR EQUITY APPRECIATION; POTENTIAL LOSSES

   

    The opportunity for equity appreciation afforded  by an investment in the
STRYPES  is less than  the opportunity for equity  appreciation afforded by a
direct investment in the Bank Ordinary Shares or Bank ADSs because the amount
receivable by a holder of a STRYPES on the Exchange Date, assuming no Partial
Cash Distribution Event occurs, will exceed  the issue price of such  STRYPES
only if the Reference Property Value exceeds the Threshold Appreciation Price
(which represents  an appreciation of   % over the Initial Price).  Moreover,
assuming no Partial Cash Distribution Event occurs, each STRYPES will entitle
the  holder to receive on the Exchange Date only      % (the percentage equal
to the  Initial Price  divided by  the Threshold Appreciation  Price) of  any
appreciation of the value of the Reference Property Value above the Threshold
Appreciation Price.   See "Investment Objective and  Policies--The Contract."
Because the  price  of the  Reference  Property Value  is subject  to  market
fluctuations, the value of the Reference Property Value (or, in the event AAA
exercises  the Cash Settlement Option,  the amount of  cash or combination or
cash  and Reference  Property) received  by  the Trust  on  the Business  Day
immediately preceding the Exchange Date, determined as described herein,  may
be more or less than the issue price paid for the STRYPES.

NO STOCKHOLDER RIGHTS

    Holders of the STRYPES  will not be entitled  to any rights with  respect
to  the Reference Property (including,  without limitation, voting rights and
rights to  receive any dividends  or other distributions in  respect thereof)
until such  time, if  any, as the  Trust shall  have delivered  the Reference
Property,  in exchange  for  STRYPES on  the  Exchange Date  or  upon earlier
dissolution of the  Trust, and unless the applicable record date, if any, for
the exercise of such right occurs  after such delivery.  For example, in  the
event that an amendment is proposed to  the constituent documents of the Bank
and the  record date for  determining the stockholders of  record entitled to
vote on such amendment occurs prior to such delivery, holders of  the STRYPES
will not be entitled to vote on such amendment and AAA as beneficial owner of
the Reference Property will be entitled to direct the Contracting Stockholder
to exercise all voting rights with  respect to such amendment, without regard
to the interests of the holders of the STRYPES.

    The Contracting Stockholder  is not responsible for the  determination or
calculation  of  the amount  receivable  by  holders of  the  STRYPES on  the
Exchange Date or upon earlier dissolution  of the Trust.  The Contract  among
the Trust,  the Contracting Stockholder  and AAA is a  commercial transaction
and  does not create any rights  in, or for the  benefit of, any third party,
including any holder of STRYPES.

RISK RELATING TO WINDING UP OF AAA AND CONTRACTING STOCKHOLDER TRUSTEE 

                               (INSERT TO COME)

    


TAX MATTERS

    Holders  will experience a taxable event  upon the exchange of STRYPES to
the extent  that the Contracting Stockholder satisfies  its obligations under
the Contract with cash.  Because of  an absence of authority as to the proper
character  of any  gain or  loss  resulting from  such a  taxable  event, the
ultimate  tax  consequences  to  holders  as  a  result  of  the  Contracting
Stockholder satisfying  its obligations  under the Contract,  in whole  or in
part,  with cash  is uncertain.   Accordingly,  prospective investors  in the
STRYPES  should consult  their own  tax advisors in  this regard.   Investors
should also consult their own tax advisors concerning the proper treatment of
their pro rata share of the Trust's fees and expenses and the  application of
the United States  Federal income tax  laws to their particular situations as
well as  any consequences of  the purchase, ownership and  disposition of the
STRYPES  arising under the  laws of any  other taxing jurisdiction.   The tax
consequences  of investing  in the  STRYPES are  described in  greater detail
under "Certain Tax Considerations."




                          DESCRIPTION OF THE STRYPES
   

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

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


BOOK-ENTRY SYSTEM

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

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

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

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


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

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

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


                                   TRUSTEES

    The Trustees of  the Trust consist of three individuals,  none of whom is
an "interested person" of the Trust as defined in the Investment Company Act.
The Trustees of  the Trust are responsible for the overall supervision of the
operations  of  the Trust  and  perform  the various  duties  imposed on  the
trustees of management investment companies by the Investment Company Act.

    The Trustees of the Trust are:




<TABLE>
<CAPTION>

                                                                                                         Principal Occupation
               Name, Age and Address                                   Title                            During Past Five Years
               ---------------------                                   -----                            ----------------------

               <S>                                                <C>                                    <C>

               Donald J. Puglisi, 52                              Managing Trustee                       Professor of Finance
               Department of Finance                                                                    University of Delaware
              University of Delaware
                 Newark, DE 19716
             William R. Latham III, 53                                Trustee                           Professor of Economics
              Department of Economics                                                                   University of Delaware
              University of Delaware
                 Newark, DE 19716
               James B. O'Neill, 58                                   Trustee                           Professor of Economics
                Center for Economic                                                                     University of Delaware
           Education & Entrepreneurship
              University of Delaware
                 Newark, DE 19716

</TABLE>





COMPENSATION OF TRUSTEES

    Each unaffiliated Trustee will  be paid by the  Trust, in respect of  its
annual fees  and anticipated out-of-pocket  expenses, out of the  proceeds of
the Offering,  a one-time,  up-front fee  of $10,800.   The Trust's  Managing
Trustee will also receive an additional up-front fee of $3,600 for serving in
that capacity.  The Trustees will not receive, either directly or indirectly,
any  compensation, including  any pension  or  retirement benefits,  from the
Trust.   None of  the Trustees  receives any  compensation for  serving as  a
trustee or director of any other affiliated investment company.


                           MANAGEMENT ARRANGEMENTS

PORTFOLIO MANAGEMENT AND ADMINISTRATION

   
    The Trust  will be  internally managed  and will not  have an  investment
adviser.  The Trust's  portfolio will not be actively managed.   The Trustees
of  the Trust  will  authorize the  purchase  of the  Contract  and the  U.S.
Treasury Securities  as  directed by  the  Declaration of  Trust.   It  is  a
fundamental policy of  the Trust  that the  Contract may not  be disposed  of
during the  term of the Trust and  that, unless the Trust  dissolves prior to
the Exchange  Date due  to the occurrence  of a  Dissolution Event,  the U.S.
Treasury  Securities  may  not  be  disposed of  prior  to  their  respective
maturities.
    

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

ADMINISTRATOR
   
    The  day-to-day affairs of the  Trust will be managed by  The Bank of New
York, as trust administrator pursuant  to an Administration Agreement.  Under
the  Administration Agreement,  the  Trustees have  delegated  most of  their
operational  duties to the  Administrator, including without  limitation, the
duties to:  (i) pay, or cause to be paid, all expenses incurred by the Trust;
(ii) with the approval of the  Trustees, engage legal and other  professional
advisors (other than the independent public accountants for the Trust); (iii)
instruct  the Paying  Agent  to  pay distributions  on  STRYPES as  described
herein; (iv) cause the legal and other professional advisors engaged by it to
prepare and mail, file or publish all notices, proxies, reports, tax  returns
and other communications  and documents for the Trust, and keep all books and
records for the Trust; (v)  at the direction of the Trustees,  and upon being
furnished with reasonable  security and  indemnity as  the Administrator  may
require,  institute and prosecute legal and  other appropriate proceedings to
enforce the rights and remedies  of the Trust; and (vi) make, or  cause to be
made, all necessary arrangements with respect to meetings of Trustees and any
meetings of holders  of STRYPES.  The Administrator will not, however, select
the independent public accountants for the Trust or sell or otherwise dispose
of the Trust assets or cause the Contracting Stockholder to sell or otherwise
dispose of  the assets of  the Contracting Stockholder (except  in connection
with an acceleration of the Contract as described under "Investment Objective
and Policies--The Contract--Cash  Distribution Events"  and "--Nominee  Trust
Deed; Acceleration," or the  settlement of the Contract  on the Business  Day
immediately preceding the Exchange Date).

    

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

    Except  for its roles as Administrator, Custodian and Paying Agent of the
Trust, The Bank of New York has no other affiliation with, and is not engaged
in any other transactions with, the Trust.

    The address  of the  Administrator is 101  Barclay Street, New  York, New
York  10286.

CUSTODIAN
   
    The Trust's  custodian is The  Bank of New  York pursuant to  a custodian
agreement (the  "Custodian Agreement").   In the event of  any termination of
the Custodian Agreement by the Trust or the resignation of the Custodian, the
Trust must engage a new Custodian to carry out the duties of the Custodian as
set forth in the Custodian Agreement.
    

PAYING AGENT

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

   
CONTRACTING STOCKHOLDER

    The  Contracting Stockholder is National Country Trustees pursuant to the
Nominee Trust  Deed.  In the  event of any  termination of the  Nominee Trust
Deed or the resignation of the Contracting Stockholder, AAA will use its best
efforts to engage  a new Contracting Stockholder acceptable  to the Custodian
to carry out the duties of the Contracting Stockholder.
    

INDEMNIFICATION
   
    The Trust  will  indemnify each  Trustee, the  Administrator, the  Paying
Agent and the Custodian with respect to any claim, liability or loss which it
may incur in acting as Trustee,  Administrator, Paying Agent or Custodian, as
the case  may be, and any reasonable expense  incurred in connection with any
such claim, liability or loss (including the reasonable costs and expenses of
the defense  against any claim  or liability) except  in the case  of willful
misfeasance, bad  faith,  gross negligence  or  reckless disregard  of  their
respective duties.    Subject  to the  satisfaction  of  certain  conditions,
Merrill Lynch & Co., Inc. will reimburse the  Trust for any amounts it may be
required to  pay as  indemnification to any  Trustee, the  Administrator, the
Paying Agent  or the Custodian, and Merrill Lynch & Co., Inc. will in turn be
reimbursed by AAA for all such reimbursements paid by it.  AAA will indemnify
the  Contracting Stockholder  with respect  to any  claim, liability  or loss
which it may incur as such, and any reasonable expense incurred in connection
with  any such claim,  liability or loss (including  the reasonable costs and
expenses of the defense against any claim or liability) except in the case of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties.
    

ESTIMATED EXPENSES

    At the  closing of  the  Offering, the  Trust  will pay  to each  of  the
Administrator, the Custodian and the Paying Agent a one-time, up-front amount
in  respect  of  its fee  and,  in  the case  of  the  Administrator, certain
anticipated ongoing expenses  of the Trust over  the term of the Trust.   The
anticipated  Trust expenses to  be borne  by the  Trust include,  among other
things, expenses  for legal and  independent accountants' services,  costs of
printing  proxies, STRYPES certificates and holder reports and stock exchange
fees.   Organization costs  of the  Trust in the  amount of  $            and
estimated costs of the Trust in  connection with the initial registration and
public offering of the STRYPES in the amount of approximately  $      will be
paid by the Trust.

   
    The amount  payable to  the Administrator in  respect of the  anticipated
ongoing expenses of the  Trust was determined based on expense estimates made
in good faith on the basis  of information currently available to the  Trust,
including  estimates furnished by  the Trust's agents.   Merrill Lynch & Co.,
Inc. will pay  any unanticipated operating  expenses of the  Trust.   Merrill
Lynch &  Co., Inc. will be reimbursed by AAA for all fees and expenses of the
Trust paid by it.
    

                         DIVIDENDS AND DISTRIBUTIONS

   
    The  Trust intends  to distribute  to holders  on  a quarterly  basis the
proceeds  of the  U.S. Treasury  Securities  held by  the Trust.    The first
distribution, in  respect of the period from         , 1997 until           ,
199  ,  will be made  on                 , 199   to holders  of record as  of
           , 199 ,  and will equal $               per  STRYPES.  Thereafter,
distributions will be made on February 15,  May 15, August 15 and November 15
(or, of any  such date is  not a Business  Day, the next succeeding  Business
Day) of each year to holders of record as of each February 1, May 1, August 1
and November 1, respectively.  Upon dissolution  of the Trust as described in
"Investment Objective and Policies--Trust Dissolution" each holder will share
pro rata in any remaining net assets of the Trust.
    

                               NET ASSET VALUE

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


                          CERTAIN TAX CONSIDERATIONS


UNITED STATES FEDERAL INCOME TAX

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

    As  used herein,  the  term "U.S.  holder"  means a  beneficial owner  of
STRYPES that is for United States  Federal income tax purposes (i) a  citizen
or resident of the United States,  (ii) a corporation, a partnership or other
entity created or organized in or  under the laws of the United States  or of
any political  subdivision thereof,  (iii) an estate the  income of  which is
subject to United States Federal income taxation regardless of its source, or
(iv) a trust if a court within the United States is able to exercise  primary
supervision  over the  administration of  the trust  and one  or  more United
States persons have the authority to control all substantial decisions of the
trust.  As used herein, the  term "non-U.S. holder" means a beneficial  owner
of  STRYPES that  is  not  a  U.S. holder.    Unless  otherwise  specifically
provided, the  following opinion  of Brown  & Wood  LLP assumes  that on  the
Exchange Date the Reference Property that holders of the STRYPES will receive
will be only Bank Ordinary Shares.

CLASSIFICATION OF THE TRUST

    The  Trust will be classified as a  grantor trust under subpart E, Part I
of  subchapter J  of  the Internal  Revenue  Code of  1986,  as amended  (the
"Code").  As such,  holders of the STRYPES will be  treated for United States
Federal income tax purposes as owners of a pro rata undivided interest in the
Trust's assets which  will consist of  the U.S. Treasury  Securities and  the
Contract.  Accordingly, each holder will be required to report on  its United
States Federal income tax  return its pro rata share of the  entire income on
theTrust's assetsinaccordance withsuchholder's regularmethodof taxaccounting.

U.S. HOLDERS

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

    The  U.S. Treasury  Securities  held by  the  Trust will  be  treated for
United States Federal  income tax purposes as having  original issue discount
which will accrue over the term of the U.S. Treasury Securities.  In general,
a U.S. holder will be treated as having purchased each U.S. Treasury Security
held by  the Trust with  original issue  discount in an  amount equal  to the
excess of the  U.S. holder's pro rata  portion of the amount  payable on such
U.S. Treasury Security  over the U.S. holder's initial tax  basis therefor as
discussed above.  A U.S. holder (whether on the cash or accrual method of tax
accounting)  will be  required to  include  such original  issue discount  in
income  for  United  States Federal  income  tax purposes  as  it  accrues in
accordance with a constant  yield method. Because it is expected  that 20% or
more of  the holders  of STRYPES  will be  accrual basis taxpayers,  original
issue discount  on any  short-term U.S. Treasury  Securities (i.e.,  any U.S.
Treasury Security  with a maturity of  one year or  less from the date  it is
purchased by the Trust) held by  the Trust will also be currently  includable
in income by U.S.  holders as it accrues on  a straight-line basis (unless  a
U.S. holder elects to accrue such original issue discount on a constant yield
basis).  A U.S. holder's tax basis in its pro rata portion of a U.S. Treasury
Security  will  be increased  by the  amount of  any original  issue discount
included in income  by the  U.S. holder  with respect to  such U.S.  Treasury
Security (as  described  above).   A U.S.  holder will  also  be required  to
recognize capital gain  or loss with respect  to such U.S. holder's  pro rata
portion of  the U.S.  Treasury Securities  upon an  early dissolution of  the
Trust in an amount equal to the difference between the U.S. holder's pro rata
portion of the proceeds  received by the Trust upon the  sale thereof and the
U.S. holder's adjusted tax basis in its pro rata portion of the U.S. Treasury
Securities.   Such capital gain  or loss would  be long-term capital  gain or
loss if the STRYPES have been held by the U.S. holder for more than one year.

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

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

    

    In  the event  that a  U.S.  holder receives  a combination  of cash  and
Reference Property on the  Exchange Date, the U.S. holder  should be required
to apply the foregoing rules to the STRYPES held thereby  on a pro rata basis
in proportion to the amount of Reference Property and cash received thereby.

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

   
    The  proper treatment of the payment by  AAA or Merrill Lynch & Co., Inc.
of various costs and expenses  associated with the organization and operation
of the  Trust is  uncertain.   It is possible  that there  will be  no United
States Federal income  tax consequences to U.S.   holders as a result  of any
such payments.   However,  it is possible  that the Internal  Revenue Service
("IRS")  could  assert that  any  such  payments  constitute income  to  U.S.
holders.  If  the IRS were  to prevail in  treating such payments  as income,
then  an individual  U.S.    holder who  itemizes  deductions could  possibly
amortize and deduct  over the term  of the Trust  (subject to any  applicable
limitation such as those in Section  67(a) of the Code) its pro rata  portion
of any such costs.   Moreover, a U.S. holder should be  permitted to amortize
and deduct over the term of the  Trust (subject to any applicable limitations
such  as those  in Section 67(a)  of the  Code) its  pro rata portion  of the
one-time,  up-front fees  paid to  the Administrator,  the Custodian  and the
Paying  Agent, and should be  permitted to deduct  (subject to any applicable
limitations such as those in Section 67(a)  of the Code) its pro rata portion
of  the other  expenses described  under "Management  Arrangements--Estimated
Expenses"  incurred  by  the  Trust  resulting  from  its  ongoing operations
(including  the fees payable to the  Trustees) as such expenses are incurred.
Brown & Wood LLP,  counsel to the Trust, believes  that a U.S.  holder's  pro
rata portion of the expenses directly incurred by a U.S. holder in connection
with the  organization of the  Trust, underwriting discounts  and commissions
and other  offering expenses  should be includable  in the  cost to  the U.S.
holder of the STRYPES.  However, there  can be no assurance that the IRS will
not take  a contrary  view.   If the  IRS were  to prevail  in treating  such
expenses as  excludible  from  a U.S.  holder's  cost of  the  STRYPES,  such
expenses would not be includable in the  basis of the assets of the Trust and
should instead, subject  to the limitations provided for  under Section 67(a)
of the Code, be amortizable and deductible over the term of the Trust.
    

POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF THE CONTRACT

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

MISCELLANEOUS TAX MATTERS

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

   

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

    The  proper United States Federal income  tax treatment of the receipt by
a U.S. holder of such U.S. holder's pro rata portion of cash distributed as a
result of a Partial  Cash Payment Event prior to dissolution  of the Trust is
uncertain.  It  is possible that  such a distribution  would be treated as  a
tax-free  return of the U.S.  holder's basis in  its pro rata  portion of the
Contract to the extent  the amount of such distribution does  not exceed such
U.S. holder's basis  in its  pro rata portion  of the  Contract.  Under  this
analysis, a  U.S. holder  would be required  to recognize  taxable gain  as a
result of  cash distributed as a result of  a Partial Cash Payment Event that
is received  prior to the  dissolution of  the Trust to  the extent that  the
amount of such  distribution exceeds the U.S.  holder's tax basis in  its pro
rata portion of  the Contract.   Alternatively,  upon the receipt  by a  U.S.
holder of such U.S. holder's pro rata portion of cash distributed as a result
of a Partial Cash  Payment Event prior to  the dissolution of the Trust,  the
U.S. holder may be required to recognize taxable gain or loss with respect to
the U.S. holder's pro rata portion of  the Contract in an amount equal to the
difference between  the amount of cash received by  such U.S. holder and such
U.S.  holder's tax  basis in its  pro rata  portion of  the Contract  that is
allocable to  the proportionate amount  of the Contract  in respect of  which
such  cash  is received.   It  is unclear  whether any  taxable gain  or loss
recognized by  a U.S. holder  as a result  of the payment  by the Contracting
Shareholder of cash distributed as a  result of a Partial Cash Payment  Event
prior to dissolution of the Trust would be treated as capital gain or loss or
ordinary income or loss.  Prospective investors in the STRYPES should consult
their own tax advisors concerning the tax consequences to them of the payment
by the  Contracting Shareholder of cash distributed as  a result of a Partial
Cash Payment Event.

    

THE TAXPAYER RELIEF ACT OF 1997

    On August 5,  1997, the Taxpayer Relief  Act of 1997 (the  "Tax Act") was
enacted into law.  The Tax Act reduces the maximum rates on long-term capital
gains recognized on capital assets held by individual taxpayers for more than
eighteen months as of the date  of disposition (and would further reduce  the
maximum rates  on such  gains in  the year  2001 and  thereafter for  certain
individual taxpayers who  meet specified conditions).   Prospective investors
should consult their own tax advisors concerning these tax law changes.

NON-U.S. HOLDERS

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

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

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

BACKUP WITHHOLDING AND INFORMATION REPORTING

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

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

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




                                 UNDERWRITING

    Subject to  the terms and  conditions set  forth in a  purchase agreement
(the "Purchase  Agreement"), the Trust has  agreed to sell  to Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Underwriter"), and the  Underwriter
has agreed to purchase,      ,000,000 STRYPES. 
                       ------

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

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


    The Trust  has granted the Underwriter an option, exercisable for 30 days
from the  date of this Prospectus, to purchase  up to an aggregate of _00,000
additional STRYPES  (subject to decrease  by the number of  STRYPES resulting
from  the  split of  the  initial  STRYPES described  below)  to  cover over-
allotments, if any, at the initial public offering price less the sales load.
To the  extent the  Underwriter exercises such  option, the  Underwriter will
have a firm commitment, subject  to certain conditions, to purchase  a number
of additional STRYPES.

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


   
    The Contracting  Stockholder (on  behalf of  itself and  with respect  to
securities it holds for its members) and  AAA have agreed, subject to certain
exceptions, not to  directly or  indirectly sell,  offer to  sell, grant  any
option for the  sale of, or otherwise  dispose of, any Bank  Ordinary Shares,
Bank ADSs or securities convertible or exercisable into, or exchangeable for,
Bank  Ordinary  Shares for  a  period  of 90  days  after  the date  of  this
Prospectus, without the prior written consent of the Underwriter.

    AAA has agreed to indemnify the  Underwriter against certain liabilities,
including liabilities under the Securities  Act, or to contribute to payments
the Underwriter may be required to make in respect thereof.
    

    In connection  with the formation of  the Trust, ML IBK  Positions, Inc.,
an  affiliate of  Merrill Lynch,  Pierce,  Fenner &  Smith Incorporated,  has
subscribed for and purchased one STRYPES for a purchase price of $100.  Prior
to the Offering,  the initial STRYPES will  be split into the  smallest whole
number of STRYPES  that would result  in the per  STRYPES amount recorded  as
capital, after effecting  the split, not exceeding the  public offering price
per  STRYPES.   Under  the  Contract,  the  Contracting Stockholder  will  be
obligated to deliver to the  Trust on the Business Day immediately  preceding
the Exchange Date a  number or amount of each type of Reference Property (or,
in  certain circumstances,  cash  with an  equal  value) in  respect  of such
STRYPES on the same terms as the STRYPES offered hereby.

    Until  the  distribution  of  the STRYPES  is  completed,  rules  of  the
Commission may  limit the ability  of the Underwriter  and any  selling group
members to bid for and purchase the STRYPES,  the Bank Ordinary Shares or the
Bank ADSs.   As an exception to these rules, the  Underwriter is permitted to
engage  in certain transactions that stabilize the  price of the STRYPES, the
Bank Ordinary Shares or the Bank ADSs.  Such transactions  consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price  of the
STRYPES, the Bank Ordinary Shares or the Bank ADSs.

   
    If the Underwriter creates  a short position in the STRYPES in connection
with  the Offering, i.e., if it sells more  STRYPES than are set forth on the
cover page of this Prospectus, the Underwriter may reduce that short position
by purchasing STRYPES in the open market.   The Underwriter may also elect to
reduce  any short position  by exercising all  or part of  the over-allotment
option described above.
    

    The Underwriter  may also impose a  penalty bid on certain  selling group
members.  This  means that if the  Underwriter purchases STRYPES in  the open
market to  reduce the Underwriter's short position  or to stabilize the price
of the STRYPES,  they may reclaim the  amount of the selling  concession from
any selling group members who sold those STRYPES as part of the Offering.

    In general, purchases of  a security for the purpose of  stabilization or
to reduce a short position could cause the price of the security to be higher
than  it might  be in the  absence of  such purchases.   The imposition  of a
penalty bid might  also have  an effect  on the price  of a  security to  the
extent that it were to discourage resales of the security.

    Neither  the Trust  nor  the  Underwriter  makes  any  representation  or
prediction  as  to  the  direction  or  magnitude  of  any  effect  that  the
transactions described  above may have on the price  of the STRYPES, the Bank
Ordinary Shares or  the Bank ADSs.   In addition, neither  the Trust nor  the
Underwriter makes any representation that the Underwriter will engage in such
transactions  or  that  such  transactions,  once  commenced,   will  not  be
discontinued without notice.

    The Underwriter renders investment  banking and other financial  services
to the Bank from time to time.


                                LEGAL MATTERS
   

    Certain  legal matters  will be  passed upon  for the  Trust and  for the
Underwriter by their counsel, Brown & Wood LLP, New York, New York.   Certain
matters of Delaware law will be passed upon for the Trust by Richards, Layton
& Finger, Wilmington, Delaware, and (INSERT TO COME)


                                   EXPERTS

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


                            ADDITIONAL INFORMATION

    The  Trust  has filed  with  the  Commission, Washington  D.C.  20549,  a
Registration Statement on  Form N-2 under the Securities Act  with respect to
the STRYPES offered  hereby.  Further information concerning  the STRYPES and
the  Trust  may  be  found  in  the  Registration  Statement,  of which  this
Prospectus constitutes a  part.  The Registration Statement  may be inspected
without  charge  at  the  public  reference   facilities  maintained  by  the
Commission at Room 1024, 450 Fifth  Street, N.W., Washington, D.C. 20549, and
copies  of all  or any part  thereof may  be obtained from  such office after
payment of the fees prescribed by the Commission.  The Commission maintains a
Web  site at  http://www.sec.gov containing  reports,  proxy and  information
statements  and other information  regarding registrants, such  as the Trust,
that file electronically with the Commission.




                         INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholders of ABC COMPANY STRYPES Trust:

We have audited the accompanying statement of assets, liabilities and capital
of ABC COMPANY STRYPES  Trust as of                            , 1997.   This
financial statement  is the  responsibility of the  Trust's management.   Our
responsibility is to express an opinion on this financial statement based  on
our audit.

We  conducted  our  audit  in  accordance with  generally  accepted  auditing
standards.   Those standards require  that we plan  and perform the  audit to
obtain   reasonable  assurance  about   whether  the  statement   of  assets,
liabilities  and capital is free of material misstatement.  An audit includes
examining, on a  test basis, evidence supporting the  amounts and disclosures
in the statement of assets, liabilities and capital.  An audit  also includes
assessing the accounting  principles used and  significant estimates made  by
management,  as   well  as   evaluating  the   overall  financial   statement
presentation.  We believe that our audit of the financial statement  provides
a reasonable basis for our opinion.

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

   
Deloitte & Touche LLP
New York, New York
              , 1997
    



                          ABC COMPANY STRYPES TRUST

                 STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
                                                    , 199_


                                    ASSETS

Cash  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $100
   
    Total Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . .  $100

                                 LIABILITIES

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $   0

NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $100

                                   CAPITAL

STRYPES, par value $.10 per STRYPES;
STRYPES issued and outstanding (Note 3) . . . . . . . . . . . . . . . .  $100
    


___________________________________

(1) The Trust was created as  a Delaware business trust on March 14, 1996 and
    has had  no operations  other than matters  relating to its  organization
    and registration  as a non-diversified,  closed-end management investment
    company under  the Investment Company  Act of  1940, as  amended.   Costs
    incurred in  connection with  the organization of  the Trust and  ongoing
    administrative  expenses will be  paid or  reimbursed by  the Contracting
    Stockholder.

(2) Offering expenses  will be  payable upon completion  of the Offering  and
    also will be paid by the Contracting Stockholder.
   

(3) On              , 1997, the Trust issued one STRYPES to ML IBK Positions,
       ____________
    Inc., an affiliate  of  Merrill  Lynch,  Pierce,  Fenner  &  Smith  
    Incorporated,   in consideration for a purchase price of $100.
    
    The Declaration of  Trust provides that prior to the  Offering, the Trust
    will split the outstanding  STRYPES to be effected  on the date that  the
    price  and underwriting  discount of  the  STRYPES being  offered to  the
    public  is  determined, but  prior  to the  sale  of the  STRYPES  to the
    Underwriter.   The outstanding  STRYPES will be  split into the  smallest
    whole  number of  STRYPES that  would result  in the  per STRYPES  amount
    recorded as capital, after effecting the  split, not exceeding the public
    offering price per STRYPES.






                              

  No dealer, salesperson or
other individual has been
authorized to give any
information or to make any
representations other than
those contained in this
Prospectus in connection with
the offering described herein
and, if given or made, such
information or representations
must not be relied upon as
having been authorized by the
Trust or the Underwriter. 
This Prospectus does not
constitute an offer to sell,
or a solicitation of an offer
to buy, any securities other
than those specifically
offered hereby, or of any
securities offered hereby, in
any jurisdiction to any person
to whom it is unlawful to make
an offer or solicitation in
such jurisdiction.  Neither
the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that there has
been no change in the facts
set forth in this Prospectus
or in the affairs of the Trust
since the date hereof or since
the dates as of which
information is set forth
herein.  In the event that any
such change shall occur during
the period in which applicable
law requires delivery of this
Prospectus, this Prospectus
will be amended or
supplemented accordingly.

        ______________
   
       TABLE OF CONTENTS
                          Page
Prospectus Summary . . .     4
Fee Table. . . . . . . .     9
The Trust. . . . . . . .    10
Use of Proceeds. . . . .    10
Investment Objective and
Policies . . . . . . . .    10
Investment Restrictions.    21
Risk Factors . . . . . .    21
Description of the STRYPES  26
Trustees . . . . . . . .    27
Management Arrangements. .  28
Dividends and Distributions 29
Net Asset Value. . . . .    29
Certain Tax Considerations  29
Underwriting . . . . . .    34
Legal Matters. . . . . .    35
Experts. . . . . . . . .    35
Additional Information .    35
Independent Auditors' <PAGE>
  Report . . . . . . . .    36
Statement of Assets,
Liabilities and Capital.    37    
                      

     Until            , 1997
(25 days after the
commencement of the offering),
all dealers effecting
transactions in the STRYPES,
whether or not participating
in this distribution, may be
required to deliver a
Prospectus.  This delivery
requirement is in addition to
the obligation of dealers to
deliver a Prospectus when
acting as underwriters and
with respect to their unsold
allotments or subscriptions.
                              

      _,000,000 STRYPES/Service Mark/



   ABC COMPANY STRYPES Trust


Exchangeable for Ordinary Shares
              of

                XYZ        



     ____________________


          PROSPECTUS

     ____________________





      Merrill Lynch & Co.
               
               
               




                  , 1997


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




                                    PART C


                              OTHER INFORMATION


ITEM 24.     FINANCIAL STATEMENTS AND EXHIBITS

    1.  FINANCIAL STATEMENTS

        Independent Auditors' Report
        Statement of Assets, Liabilities and Capital as of                  ,
        1997
   
    2.  EXHIBITS

        (a)(1)   Amended and Restated Trust Agreement//*
           (2)   Form of Amended and Restated Trust Agreement*//*
           (3)   Restated Certificate of Trust*
        (b)  Not applicable
        (c)  Not applicable
        (d)(1)   Form  of  Specimen  certificate  for  STRYPES  (included  in
Exhibit 2(a)(2))**
           (2)   Portions  of  the  Declaration  of Trust  of  the Registrant
                 defining  the  rights  of  holders of  STRYPES  (included in
                 Exhibit 2(a)(2))**
        (e)  Not applicable
        (f)  Not applicable
        (g)  Not applicable
        (h)  Form of Purchase Agreement**
        (i)  Not applicable
        (j)  Form of Custodian Agreement**
        (k)(1)   Form of Administration Agreement**
            (2)  Form of Paying Agent Agreement**
            (3)  Form of Forward Purchase Contract**
            (4)  Form of Security and Pledge Agreement**
            (5)  Form of Fund Expense Agreement**
            (6)  Form of Fund Indemnity Agreement**
            (7)  Form of Nominee Trust Deed**
            (8)  Escrow Agreement**
        (l)  Opinion and Consent of Brown & Wood LLP, counsel to the Trust**
        (m)  Not applicable
        (n)(1)   Tax  Opinion and Consent of Brown & Wood LLP, counsel to the
Trust**
           (2)   Consent of                        , independent auditors for
the Trust**
        (o)  Not applicable
        (p)  Form of Subscription Agreement**
        (q)  Not applicable
        (r)  Financial Data Schedule**

___________________

//
*   Filed previously.
** To be filed by amendment.


ITEM 25.     MARKETING ARRANGEMENTS

    See Exhibit (h) to this Registration Statement.


ITEM 26.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The expenses to be incurred in connection with the  offering described in
this Registration Statement will be paid by the Trust.

    

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

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


ITEM 28.     NUMBER OF HOLDERS OF SECURITIES

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


ITEM 29.     INDEMNIFICATION

    Section 7.6 of the Amended and Restated Trust Agreement  and Section 6 of
the Purchase Agreement provide for indemnification.

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

ITEM 30.     BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

ITEM 31.     LOCATION OF ACCOUNTS AND RECORDS
   
    All accounts,  books and  other documents  required to  be maintained  by
Section 31(a) of  the Investment  Company Act  of 1940, as  amended, and  the
rules promulgated thereunder are maintained at the offices of the Registrant,
850 Library  Avenue, Suite  204, Newark, Delaware  19715, its  custodian, The
Bank of New York, 101 Barclay Street, New York, New York 10286 and its paying
agent, The Bank of New York, 101 Barclay Street, New York, New York 10286.
    

ITEM 32.     MANAGEMENT SERVICES

    Not applicable.


ITEM 33.     UNDERTAKINGS

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

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


                                  SIGNATURES
   
        Pursuant  to the requirements of  the Securities Act  of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by  the undersigned,
thereunto duly authorized, in  the City of Newark, State of  Delaware, on the
16th day of September, 1997.
    
                             ABC COMPANY STRYPES Trust



                             By:   /s/ Donald J. Puglisi                     
                                        
                                  ----------------------
                                 Donald J. Puglisi
                                 Managing Trustee



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