QUILTS OPPORTUNITY TRUST 2001 & OPPORTUNITY TRUST 2007, S-6EL24, 1996-03-21

QUILTS OPPORTUNITY TRUST 2001 & OPPORTUNITY TRUST 2007
S-6EL24, 1996-03-21

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1996
REGISTRATION NO. ___________

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

FORM S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
----------------------------
A. EXACT NAME OF TRUST:
Qualified Unit Investment Liquid Trust Series ("QUILTS") Opportunity Trust -
2001 and Opportunity Trust - 2007

B. NAME OF DEPOSITOR:
OCC Distributors

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

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

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS") Opportunity Trust-2001 and Opportunity Trust-2007 is
being registered under the Securities Act of 1933 pursuant to Section
24(f) of the Investment Company Act of 1940, as amended, and Rule 24f-2
thereunder.

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

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

H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration
Statement.
_____ Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.
================================================================================

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

344749.1

<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

Opportunity Trust - 2001
Opportunity Trust - 2007

CROSS-REFERENCE SHEET

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

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

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

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

i
344749.1

<PAGE>

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

13. (a) Load, fees, expenses, etc.......... Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts,
Sponsor's Profits, Trust
Expenses and Charges
(b) Certain information regarding
periodic payment certificates...... Not Applicable
(c) Certain percentages................ Summary of Essential Information,
Public Offering Price, Market for
Units, Volume and Other Discounts
(d) Price differences.................. Volume and Other Discounts,
Distribution of Units

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

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor............... The Sponsor
26. Fees received by depositor.............. Not Applicable

ii
344749.1

<PAGE>

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

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

IV. Distribution and Redemption of Securities

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

iii
344749.1

<PAGE>

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

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

V. Information Concerning the Trustee or Custodian

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

VI. Policy of Registrant

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

VII. FINANCIAL AND STATISTICAL INFORMATION

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

iv
344749.1

<PAGE>
Subject to Completion Dated March 21, 1996

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

Opportunity Trust - 2001
Opportunity Trust - 2007

QUILTS consists of two separate unit investment trusts designated
QUILTS Opportunity Trust - 2001 (the "2001 Trust") and QUILTS Opportunity Trust
- - 2007 (the "2007 Trust") (collectively, the "Trusts"). The Sponsor of the Trust
is OCC Distributors (the "Sponsor"). The objectives of each Trust are to seek to
achieve safety of capital through investment in stripped United States Treasury
issued notes or bonds paying no current interest ("Treasury Obligations") and to
attempt to provide for capital appreciation through investment in Class A shares
("Fund Shares") of the Oppenheimer Quest Opportunity Value Fund (the "Fund"), a
diversified, open-end management investment company (the Treasury Obligations
and Fund Shares collectively, the "Securities"). The Fund's subadvisor is OpCap
Advisors, an affiliate of the Sponsor. The Fund seeks growth of capital over
time through investments in a diversified portfolio of common stocks, bonds and
cash equivalents, the proportions of which will vary based upon Fund
management's assessment of the relative values of each investment under
prevailing market conditions. The value of the Units of the Trusts will
fluctuate with fluctuations in the value of the underlying Securities in the
portfolio of each Trust. Therefore, Unit Holders who sell their Units prior to
termination of the Trusts may receive more or less than their original purchase
price upon sale. The allocation between the Treasury Obligations and the Fund
Shares would seek to assure that an investor purchasing Units in a Trust at
inception would at least receive back the original unit purchase price at the
termination of that Trust from the maturity value of the Treasury Obligations.
The Sponsor cannot give assurance that the Trusts' objectives can be achieved.
There are certain risks inherent in an investment in the Fund Shares and
Treasury Obligations. See "Special Risk Considerations" in Part A and "Risk
Factors" in Part B of this Prospectus. Units of the Trusts may be suited for
purchase by IRAs, self-employed retirement plans (formerly Keogh Plans),
pension, profit-sharing and other qualified retirement plans. Investors
considering participation in any such plan should review specific tax laws and
pending legislation related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
(See "Retirement Plans" and "Tax Status" in Part B of this Prospectus.)

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

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

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

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

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

330608.2

<PAGE>

<TABLE>
QUILTS
Opportunity Trust - 2001

SUMMARY OF ESSENTIAL INFORMATION AS OF MARCH __, 1996 (The business day
prior to the initial Date of Deposit. The initial Date of Deposit is
the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee was made.)

<S> <C>
CUSIP#: Evaluation Time: 4:00 P.M. New York Time.
Sponsor: OCC Distributors Minimum Purchase: 1,000 Units
Date of Deposit: March __, 1996 Minimum Principal Distribution: $1.00 per 1,000 Units.
Aggregate Value Liquidation Period: Beginning 60 days prior to the
of Securities:..........................................$___ Mandatory Termination Date.
Number of Units: (The number of Units will be Minimum Value of Trust: The Trust may be terminated if
increased as the Sponsor deposits additional the value of the Trust is less than 40% of the aggregate
Securities into the Trust.)..............................___ of the Securities at the completion of the Deposit period.
Fractional Undivided Interest in Trust Mandatory Termination Date: The earlier of __________,
per 1,000 Units:..................................... 1/___ 2001 or the disposition of the last Security in the Trust.
Public Offering Price: Trustee: The Chase Manhattan Bank (National
Aggregate Value of Securities Association).
in Trust.............................................$___ Trustee's Annual Fee(3) and Estimated Expenses: $___
Divided By _____ Units multiplied per 1,000 Units outstanding.
by 1,000.............................................$___ Evaluator: Kenny S&P Evaluation Services
Plus Sales Charge of 3.75% of Public Offering Evaluator's Fee For Each Evaluation of Treasury
Price................................................$___ Obligations: [$5.00] per evaluation.
Public Offering Price per 1,000 Units(1)................$___ Estimated Organizational Expenses:(4) $ ___ per 1,000
Redemption Price per 1,000 Units............................$___ Units.
Sponsor's Repurchase Price and Redemption Record Date(5): 15th day of , annually.
Price per 1,000 Units:(2)............................$___ Dividend Payment Date(4): Last day of , annually.
Excess of Public Offering Price Over
Redemption Price per 1,000 Units: ......................$___
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:..................$___

</TABLE>

(1) On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.

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

(3) Any Rule 12b-1 fees paid by the Fund's distributor to the Trustee for
performing servicing functions with respect to the Fund Shares will be used
to reduce directly the expenses and fees otherwise payable by the Trust to
the Trustee.

(4) Although historically the sponsors of unit investment trusts ("UITs") have
paid all the costs of establishing UIT, this Trust (and therefore the Unit
Holders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and other closing documents; and
the initial audit of the Trust. Total organizational expenses will be
amortized over a five year period. See "Trust Expenses and Changes" in Part
B.

(5) The first distribution will be made on , 1996 (the "First Payment Date") to
all Unit Holders of record on 15, 1996 (the "First Record Date").

A-2
330608.2

<PAGE>

<TABLE>
QUILTS
Opportunity Trust - 2007

SUMMARY OF ESSENTIAL INFORMATION AS OF MARCH __, 1996 (The business day
prior to the initial Date of Deposit. The initial Date of Deposit is the
date on which the Trust Agreement was signed and the deposit of Securities
with the Trustee was made.)

<S> <C>
CUSIP#: Evaluation Time: 4:00 P.M. New York Time.
Sponsor: OCC Distributors Minimum Purchase: 1,000 Units
Date of Deposit: March __, 1996 Minimum Principal Distribution: $1.00 per 1,000 Units.
Aggregate Value Liquidation Period: Beginning 60 days prior to the
of Securities:..........................................$___ Mandatory Termination Date.
Number of Units: (The number of Units will be Minimum Value of Trust: The Trust may be terminated if
increased as the Sponsor deposits additional the value of the Trust is less than 40% of the aggregate
Securities into the Trust.)..............................___ of the Securities at the completion of the Deposit period.
Fractional Undivided Interest in Trust Mandatory Termination Date: The earlier of __________,
per 1,000 Units:...................................... 1/___ 2007 or the disposition of the last Security in the Trust.
Public Offering Price: Trustee: The Chase Manhattan Bank (National
Aggregate Value of Securities Association).
in Trust.............................................$___ Trustee's Annual Fee(3) and Estimated Expenses: $___
Divided By _____ Units multiplied per 1,000 Units outstanding.
by 1,000.............................................$___ Evaluator: Kenny S&P Evaluation Services
Plus Sales Charge of 4.75% of Public Offering Evaluator's Fee For Each Evaluation of Treasury
Price................................................$___ Obligations: [$5.00] per evaluation.
Public Offering Price per 1,000 Units(1)................$___ Estimated Organizational Expenses:(4) $ ___ per 1,000
Redemption Price per 1,000 Units............................$___ Units.
Sponsor's Repurchase Price and Redemption Record Date(5): 15th day of , annually.
Price per 1,000 Units:(2)............................$___ Dividend Payment Date(4): Last day of , annually.
Excess of Public Offering Price Over
Redemption Price per 1,000 Units: ......................$___
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:..................$___

</TABLE>

(5) The first distribution will be made on , 1996 (the "First Payment Date") to
all Unit Holders of record on 15, 1996 (the "First Record Date").

A-3
330608.2

<PAGE>

QUALIFIED
UNIT INVESTMENT LIQUID TRUST SERIES

("QUILTS")

THE TRUSTS

QUILTS consists of two separate unit investment trusts
designated QUILTS Opportunity Trust - 2001 (the "2001 Trust") and QUILTS
Opportunity Trust - 2007 (the "2007 Trust") (collectively, the "Trusts"). The
Trusts were created under the laws of the State of New York by a Trust Indenture
and Agreement (the "Trust Agreement"), dated the Initial Date of Deposit,
between OCC Distributors, as sponsor (the "Sponsor"), The Chase Manhattan Bank
(National Association), as trustee (the "Trustee") and Kenny S&P Evaluation
Services, as Evaluator. The Trusts consist of stripped United States Treasury
issued notes or bonds bearing no current interest (the "Treasury Obligations")
and Class A shares (the "Fund Shares") of the Oppenheimer Quest Opportunity
Value Fund (the "Fund"), a diversified, open-end management investment company,
or contracts and funds for the purchase thereof (the Treasury Obligations and
Fund Shares, collectively, the "Securities"). The 2001 Trust contains Treasury
Obligations maturing approximately five years and the 2007 Trust contains
Treasury Obligations maturing approximately eleven years from the Date of
Deposit.

Objectives. The objectives of each Trust are to attempt to
obtain safety of capital through investment in Treasury Obligations and to
attempt to provide for capital appreciation through investment in shares of the
Fund. The Fund seeks growth of capital over time through investments in a
diversified portfolio of common stocks, bonds and cash equivalents, the
proportions of which will vary based upon Fund management's assessment of the
relative values of each investment under prevailing market conditions. While the
Fund may offer its shareholders an ability to reinvest distributions that are
payable to such shareholders, each Trust will elect to receive all distributions
declared by the Fund in cash. There is, of course, no assurance that the Trusts'
objectives will be achieved.

Each Trust is structured to contain a sufficient amount of
Treasury Obligations to insure that an initial investor will receive, at the
maturity of the Trust, $___ per 1,000 Units. On the initial Date of Deposit, the
Public Offering Price, including the sales charge, will be approximately $___
per 1,000 Units and consequently, Unit Holders purchasing Units on such date can
anticipate realizing proceeds at maturity of the Treasury Obligations greater
than their initial investment of approximately $___ per 1,000 Units. However, an
investor holding his Units to a Trust maturity may suffer a loss to the extent
the investor's purchase cost of a Unit exceeds $____ since the capital
protection is limited to the aggregate maturity value per Unit of Treasury
Obligations. An investor who sells his Units prior to a Trust maturity, or all
investors if that Trust is terminated before the Treasury Obligations mature,
may suffer a loss to the extent that the price he receives upon the sale or
redemption of his Units is less than the purchase price of his Units. The price
paid for a Unit may differ from that set forth herein due to changes in the
value of the Securities in the portfolio subsequent to the Date of Deposit.
There is no assurance that a purchaser of Units on the date of the Prospectus or
subsequent to such date will receive, upon termination, his purchase price per
Unit. [The Fund has not been structured to generate dividends and therefore
dividend distributions by the Trusts are likely to be insignificant. The
maximization of dividend income is not an objective of the Trust.] The Trusts
are "concentrated" in Fund Shares, so investors should be aware that the
potential for capital appreciation is directly related to the investment
performance of the Fund itself. There are certain risks inherent in an
investment in a portfolio of Fund Shares and Treasury Obligations. See "Risk
Factors" in this Part A and "Risk Factors" in Part B. The 2001 Trust will
terminate approximately five years and the 2007 Trust will terminate
approximately eleven years after the initial Date of Deposit. All of the
Securities are represented by the Sponsor's contracts to purchase such
Securities, which are expected to settle on or about ____________.

A-4
330608.2

<PAGE>

Portfolio Summary. $_________ face amount of Treasury
Securities maturing on ______________ and __________ Fund Shares were held in
the 2001 Trust on the initial Date of Deposit. The Treasury Obligations and the
Fund Shares represent 75% and 25%, respectively, of the total of the aggregate
offering side evaluation of Treasury Obligations and the aggregate value of Fund
Shares in the 2001 Trust on the initial Date of Deposit. $_________ face amount
of Treasury Securities maturing on ______________ and __________ Fund Shares
were held in the 2007 Trust on the initial Date of Deposit. The Treasury
Obligations and the Fund Shares each represent 50% of the total of the aggregate
offering side evaluation of Treasury Obligations and the aggregate value of Fund
Shares in the 2007 Trust on the initial Date of Deposit.

With the deposit of the Securities in the Trusts on the
initial Date of Deposit, the Sponsor established a proportionate relationship
between the maturity amounts of Treasury Obligations and the number of Fund
Shares in each of the Trusts. During the 90 days subsequent to the initial Date
of Deposit, the Sponsor may, but is not obligated to, deposit from time to time
additional Securities in the Trusts ("Additional Securities"), contracts to
purchase Additional Securities or cash (or a bank letter of credit in lieu of
cash) with instructions to purchase Additional Securities, maintaining to the
extent practicable the original proportionate relationship between the maturity
amount of Treasury Obligations and the number of Fund Shares in the portfolio of
each of the Trusts immediately prior to such deposit, thereby creating
additional Units which will be offered to the public by means of this
Prospectus. These additional Units will each represent, to the extent
practicable, an undivided interest in the same number and type of securities of
identical issuers as are represented by Units issued on the initial Date of
Deposit. It may not be possible to maintain the exact original proportionate
relationship between the Fund Shares and Treasury Obligations in the portfolio
of each of the Trusts on the initial Date of Deposit with the deposit of
Additional Securities, because of, among other reasons, purchase requirements,
changes in prices, or the unavailability of Securities. Deposits of Additional
Securities in either Trust subsequent to the 90-day period following the initial
Date of Deposit must replicate exactly the proportionate relationship between
the Fund Shares and Treasury Obligations in such Trust Portfolio at the end of
the initial 90-day period. The number and identity of Securities in the Trusts
will be adjusted to reflect the disposition of Securities and/or the
distribution with respect to such Securities or the reinvestment of the proceeds
distributed to Unit Holders. The portfolio of the Trusts may change slightly
based on such disposition and reinvestment. Securities received in exchange for
Securities will be similarly treated. Substitute Treasury Obligations may be
acquired under specified conditions when Treasury Obligations originally
deposited in the Trusts are unavailable (see "The Trusts----Substitution of
Securities" in Part B). As additional Units are issued by the Trusts as a result
of the deposit of Additional Securities by the Sponsor, the aggregate value of
the Securities in the Trusts will be increased and the fractional undivided
interest in the Trusts represented by each unit will be decreased. As of the
Date of Deposit, Units in each of the Trusts represent an undivided interest in
the principal and net income of the Trusts in the ratio of one hundred Units for
the indicated initial aggregate value of Securities in Trusts on the initial
Date of Deposit as is set forth in the Summary of Essential Information. (See
"The Trusts----Organization" in Part B.) (For the specific number of Units in
the Trusts as of the Initial Date of Deposit, see "Summary of Essential
Information" for each Trust in this Part A.)

The Sponsor does not act as an underwriter, manager or
co-manager of a public offering of the securities of any issuer in the portfolio
of either of the Trusts.

THE FUND

The Fund's portfolio will normally be invested primarily in
common stocks and securities convertible into common stock. During periods when
common stocks appear to be overvalued and when value differentials are such that
fixed-income obligations appear to present meaningful capital growth
opportunities relative to common stocks or pending investment in securities with
capital growth

A-5
330608.2

<PAGE>

opportunities, up to 50% or more of the Fund's assets may be invested in bonds
and other fixed-income obligations. This may include cash equivalents which do
not generate capital appreciation. The bonds in which the Fund invests will be
limited to U.S. government obligations, mortgage-backed securities,
investment-grade corporate debt obligations and unrated obligations, including
those of foreign issuers, which Fund management believes to be of comparable
quality. The Fund's subadvisor is OpCap Advisors, an affiliate of the Sponsor.
(See "The Trusts-- Oppenheimer Quest Opportunity Value Fund" in Part B of this
Prospectus.)

RISK FACTORS

Investors should be aware of the risks which an investment in
Units of the Trusts may entail. During the life of the Trusts, the value of the
portfolio Securities and hence the Units may fluctuate and therefore the Public
Offering Price and Redemption Price per Unit may be more or less than the price
paid by the investor. The Trusts are "concentrated" in Fund Shares and investors
should be aware that the potential for capital appreciation is directly related
to the investment performance of the Fund itself. In addition, the value of the
Treasury Obligations will fluctuate inversely with changes in interest rates and
the value of Fund Shares will vary as the value of the underlying portfolio
securities of the Fund increases or decreases. The Treasury Obligations are
subject to substantially greater price fluctuations during periods of changing
interest rates than securities of comparable quality which make periodic
interest payments. See "The Trusts----Stripped U.S. Treasury Obligations."
Although the Trusts are structured to return to an initial Unit Holder his or
her purchase cost of a Unit through the distribution of the Treasury Obligations
maturity value on the mandatory termination date of each Trust, an investor will
have included the accrual of original issue discount on such Treasury
Obligations in income for Federal income tax purposes and will have paid Federal
income tax on such accrual. An investor holding his or her Units to a Trust
maturity may suffer a loss to the extent the investor's purchase cost of a Unit
exceeds $____ since the capital protection is limited to the aggregate maturity
value per Unit of Treasury Obligations. Similarly, an investor who sells his or
her Units prior to a Trust maturity, or all investors if the Trust is terminated
before the Treasury Obligations mature, may suffer a loss to the extent that the
price he or she receives upon the sale or redemption of his or her Units is less
than the purchase price of his or her Units.

In connection with the deposit of Additional Securities
subsequent to the Initial Date of Deposit, if cash (or a letter of credit in
lieu of cash) is deposited with instructions to purchase Securities, to the
extent the price of a Security increases or decreases between the deposit and
the time the Security is purchased, Units may represent less or more of that
Security and more or less of the other Securities in the Trusts.

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

PUBLIC OFFERING PRICE

The Public Offering Price of each Unit of each of the Trusts
is equal to the aggregate offering side evaluation during the initial offering
period, and the aggregate bid side evaluation thereafter, of the underlying
Treasury Obligations, and the net asset value of the Fund Shares (excluding any
sales charge) divided by the number of Units outstanding plus a sales charge of
(a) 3.75% of the Public Offering Price or 3.8% of the net amount invested in
Securities per 1,000 Units of the 2001 Trust and (b) 4.75% of the Public
Offering Price or 4.987% of the net amount invested in Securities per 1,000
Units of the 2007 Trust. (See "Summary of Essential Information.") Any cash held
by the Trust will be added to the Public Offering Price. For additional
information regarding the Public Offering Price, the description of dividend and
principal distributions, repurchase and redemption

A-6
330608.2

<PAGE>

of Units and other essential information regarding the Trusts, see the "Summary
of Essential Information" for each of the Trusts herein. During the initial
offering period orders involving at least ________ Units or $________ will be
entitled to a volume discount from the Public Offering Price. The Public
Offering Price per Unit may vary on a daily basis in accordance with
fluctuations in the aggregate value of the underlying Securities. (See "Public
Offering" in Part B.) The price of a single Unit, or any multiple thereof, is
calculated by dividing the Public Offering Price per 1,000 Units by 1,000 and
multiplying by the number of Units.

DISTRIBUTIONS

Distributions of net income (other than amortized discount)
and long-term capital gains distributions received in respect to any of the
Securities by each of the Trust will be made by the Trusts annually. The first
dividend distributions will be made on the First Distribution Date to all Unit
Holders of record on the First Record Date and thereafter distributions will be
made annually on the 31st day of [December]. (See "Rights of Unit
Holders----Distributions" in Part B. For the specific dates representing the
First Distribution Date and the First Record Date, see "Summary of Essential
Information.") Unit Holders may elect to automatically reinvest distributions
(other than the final distribution in connection with the termination of a
Trust) in Fund Shares (if the Fund Shares are registered in the Unit Holder's
state of residence) at such share's net asset value which shares will be subject
to Rule 12b-1 expenses. (See "Rights of Unit Holders - Reinvestment" in Part B.)
Although Unit Holders will be required to include in income amounts of original
issue discount that have accrued during the taxable year on the Treasury
Obligations, no income will be currently distributed to the Unit Holders. (See
"Tax Status" in Part B.)

MARKET FOR UNITS

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

TERMINATION

During the 60 day period prior to the Mandatory Termination
Date (approximately five years and eleven years after the initial Date of
Deposit for the 2001 Trust and 2007 Trust, respectively) (the "Liquidation
Period"), Securities will begin to be sold in connection with the termination of
the Trusts and all Securities will be sold or distributed by the Mandatory
Termination Date. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trusts. The Sponsor may
receive brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. The Sponsor will determine the manner, timing
and execution of the sales of the underlying Securities. Unit Holders may elect
one of the three options in receiving their terminating distributions. Unit
Holders may elect: (1) to receive their pro rata share of the underlying

A-7
330608.2

<PAGE>

Securities in kind, if they own at least _______ Units, (2) to receive cash upon
the liquidation of their pro rata share of the underlying Securities, or (3) to
invest the amount of cash they would have received upon the liquidation of their
pro rata share of the underlying Securities in units of a future series of the
Trust (if one is offered) at a reduced sales charge. Any election made by a Unit
Holder may result in the current taxation of all or a portion of the gain, if
any, realized by a Unit Holder upon the receipt of the terminating distribution.
See "Trust Administration--Trust Termination" in Part B for a description of how
to select a termination distribution option.

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

During the Liquidation Period, Unit Holders who have not
chosen to receive distributions-in-kind will be at risk to the extent that Fund
Shares are not sold; for this reason the Sponsor will be inclined to sell the
Securities in as short a period as they can without materially adversely
affecting the price of the Securities. Fund Shares, as more fully described in
the prospectus for the Fund, will be redeemed through certain broker-dealers and
the Fund's transfer agent at the net asset value next computed after the
redemption request is received. Unit Holders should consult their own tax
advisers in this regard.

A-8
330608.2

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Unit Holders of
Qualified Unit Investment Liquid Trust Series ("QUILTS")
Opportunity Trust - 2001 and
Opportunity Trust - 2007

We have audited the accompanying Statements of Condition and
Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS")
Opportunity Trust - 2001 and Opportunity Trust - 2007 as of March __, 1996.
These statements are the responsibility of the Sponsor. Our responsibility is to
express an opinion on the Statements of Condition and Portfolios based on our
audit.

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

In our opinion, the accompanying Statements of Condition and
Portfolios present fairly, in all material respects, the financial position of
QUILTS Opportunity Trust - 2001 and Opportunity Trust - 2007 as of March __,
1996 in conformity with generally accepted accounting principles.

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

A-9
330608.2

<PAGE>

<TABLE>
QUILTS

OPPORTUNITY TRUST

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

TRUST PROPERTY

<CAPTION>
2001 2007
TRUST TRUST

<S> <C>
Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (1)................ $ $
Organizational Costs(2).................................................
Total......................................................... $ $
========== =========

INTEREST OF UNIT HOLDERS

Liabilities: Accrued Liability(2)...................................... $ $
Interest of Unit Holders-- Units of Fractional
Undivided Interest Outstanding
Cost to Unit Holders(3).............................................
Less-Gross Underwriting Commissions(4)..............................
Net Amount Applicable to Unit Holders...............................
Total............................................................... $ $
========= =========
</TABLE>

(1) Aggregate cost to the Trust of the Securities listed in the Portfolio is
determined by the Evaluator on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on March ___, 1996.
Irrevocable letters of credit issued by ________________________ in an
aggregate amount of $ have been deposited with the Trustee to cover the
purchase of $ of Securities pursuant to contracts to purchase such
Securities.
(2) Organizational costs incurred by the Trusts have been deferred and will
be amortized over a five year period. The Trusts will reimburse the
Sponsor for actual organizational costs incurred. To the extent the
Trust is larger or smaller, the actual dollar amount reimbursed may
vary.

(3) Aggregate public offering price computed on Units of QUILTS Opportunity
Trust - 2001 and on Units of QUILTS Opportunity Trust 2007 on the basis set
forth under "Public Offering--Offering Price" in Part B.

(4) Sales charge of 3.75% computed on Units of QUILTS Opportunity Trust - 2001
and 4.75% computed on Units of QUILTS Opportunity Trust - 2007 on the basis
set forth under "Public Offering Price" in Part B.

A-10
330608.2

<PAGE>

<TABLE>
QUILTS

Opportunity Trust - 2001

PORTFOLIO
AS OF MARCH __, 1996

<CAPTION>
Percentage Cost of
Portfolio Name of Issuer and Title of Securities of Securities
No. Represented by Contracts to Purchase(1) Fund (2) to Trust (3)
- ----------- ------------------------------------------ -------------- --------------
<S> <C> <C> <C>
% $

100% $

</TABLE>

FOOTNOTES TO PORTFOLIO

(1) The Treasury Obligations have been purchased at a discount from the
maturity value because there is no stated interest income thereon (such
securities are often referred to as zero coupon securities). Over the life
of the Treasury Obligations such discount accrues and upon maturity thereof
the holder receives 100% of the Treasury Obligation maturity amount. The
Fund Shares have been valued at their net asset value as of the Evaluation
Time on the day prior to the Date of Deposit. The Fund's investment adviser
is Quest for Value Advisors. All Securities are represented by contracts to
purchase such Securities. Forward contracts to purchase the Securities were
entered into from ____________________ to ___________________. All such
contracts are expected to be settled on or about the First Settlement Date
of the Trust which is expected to be ___________________.

(2) Offering prices of Treasury Obligations are determined by the Evaluator on
the basis stated under "Public Offering Price" herein. The offering side
evaluation is greater than the current bid side evaluation of the Treasury
Obligations, which is the basis on which Redemption Price per Unit is
determined (see "Liquidity--Trustee Redemption" in Part B of this
Prospectus). The aggregate value of the Treasury Obligations based on the
bid side evaluation of the Treasury Obligations on the day prior to the
Date of Deposit was $________ (which is $_____ lower than the aggregate
cost of the Treasury Obligations to the Trust based on the offering side
evaluation). The profit to Sponsor on deposit totals $_____.

A-11
330608.2

<PAGE>

<TABLE>
QUILTS

Opportunity Trust - 2007

PORTFOLIO
AS OF MARCH __, 1996

Percentage Cost of
Portfolio Name of Issuer and Title of Securities of Securities
No. Represented by Contracts to Purchase(1) Fund (2) to Trust (3)
- ----------- ------------------------------------------ -------------- --------------
<S> <C> <C> <C>
% $

100% $
</TABLE>

FOOTNOTES TO PORTFOLIO

A-12
330608.2

<PAGE>

UNDERWRITING SYNDICATES

The names and addresses of the Underwriters of the Units and
their participation in the offering of QUILTS Opportunity Trust are as follows:

Name and Address 2001 Trust 2007 Trust
================ ========== ==========

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

Underwriters

330608.2

<PAGE>

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

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")

OPPORTUNITY TRUST - 2001
OPPORTUNITY TRUST - 2007

THE TRUSTS

Organization. "QUILTS" is comprised of two separate "unit
investment trusts" designated as set forth above in Part A. The Trusts were
created under the laws of the State of New York pursuant to a Trust Indenture
and Agreement (the "Trust Agreement") dated the Date of Deposit between OCC
Distributors, as Sponsor, and The Chase Manhattan Bank (National Association),
as Trustee and Kenny S&P Evaluation Services, as Evaluator.

On the initial Date of Deposit, the Sponsor deposited with the
Trustee stripped United States Treasury issued notes or bonds paying no current
return (the "Treasury Obligations") and Class A shares of the Oppenheimer Quest
Opportunity Value Fund, a diversified, open-end Management Investment Company
(the "Fund Shares") including funds and delivery statements relating to
contracts for the purchase of certain such securities (collectively, the
"Securities") with an aggregate value as set forth in Part A and cash or an
irrevocable letter of credit issued by a major commercial bank in the amount
required for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor certificates of beneficial
interest (the "Certificates") evidencing the ownership of all Units of the
Trust. Through this Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The Sponsor has a
limited right to substitute other securities in the Trust portfolio in the event
of a failed contract ("Substitute Securities"). See "The Trusts----Substitution
of Securities." The Sponsor may also, in certain circumstances, direct the
Trustee to dispose of certain Securities if the Sponsor believes that, because
of market or credit conditions, or for certain other reasons, retention of the
Security would be detrimental to Unit Holders. (See "Trust
Administration--Portfolio Supervision.")

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

330608.2

<PAGE>

undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the initial Date of Deposit. It
may not be possible to maintain the exact original proportionate relationship
between the Treasury Obligations and the Fund Shares deposited on the initial
Date of Deposit because of, among other reasons, purchase requirements, changes
in prices, or unavailability of Securities. Deposits of Additional Securities in
the Trust subsequent to the 90-day period following the initial Date of Deposit
must replicate exactly the proportionate relationship between the Treasury
Obligations and the Fund Shares in the Portfolio of each of the Trusts at the
end of the initial 90-day period. The number and identity of Securities in the
Trust will be adjusted to reflect the disposition of Securities and/or the
receipt of a distribution with respect to shares or the reinvestment of the
proceeds distributed to Unit Holders. The portfolio of the Trusts may change
slightly based on such disposition and reinvestment. Securities received in
exchange for Securities will be similarly treated. Substitute Treasury
Obligations may be acquired under specified conditions when Treasury Obligations
originally deposited in the Trust are unavailable (see "The
Trusts----Substitution of Securities"). Units may be continuously offered to the
public by means of this Prospectus (see "Public Offering----Distribution of
Units") resulting in a potential increase in the number of Units outstanding. As
additional Units are issued by the Trusts as a result of the deposit of
Additional Securities, the aggregate value of the Securities in the Trusts will
be increased and the fractional undivided interest in the Trust represented by
each Unit will be decreased.

Objectives. The objectives of the Trusts are to seek to
achieve safety of capital and to attempt to provide capital appreciation. In
addition, it is the Trusts' objective to achieve growth in income with the
growth in capital. The Trusts seek to achieve these objectives by investing
primarily in a portfolio of stripped United States Treasury issued notes or
bonds paying no current interest and shares of the Oppenheimer Quest Opportunity
Value Fund, a diversified, open-end Management Investment Company. The Fund
seeks growth of capital over time through investments in a diversified portfolio
of common stocks, bonds and cash equivalents, the proportions of which will vary
based upon Fund management's assessment of the relative values of each
investment under prevailing market conditions. The allocation between the
Treasury Obligations and the Fund Shares would seek to assure that an investor
purchasing units in each Trust at inception would at least receive back the
original unit purchase price at the termination of the Trusts from the maturity
value of the Treasury Obligations. There can be no assurance that the Trusts'
investment objectives can be achieved.

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

In selecting Treasury Obligations for the Trusts, the Sponsor
normally will consider the following factors, among others: (i) the prices and
yields of such securities and (ii) the maturities of such securities. In
selecting the Fund Shares for deposit in the Trusts, the following factors,
among others, were considered by the Sponsor: (i) the historical performance of
the Fund and (ii) the nature of the underlying Fund portfolio.

B-2
330608.2

<PAGE>

Stripped U.S. Treasury Obligations

The Treasury Obligations in the portfolio consist of United
States Treasury Obligations which have been stripped by the United States
Treasury of their unmatured interest coupons or such stripped coupons or
receipts or certificates evidencing such obligations or coupons. The obligor
with respect to the Treasury Obligations is the United States Government. Such
Treasury Obligations may include certificates that represent rights to receive
the payments that comprise a U.S. Government bond.

Stripped U.S. Treasury bonds evidence the right to receive a
fixed payment at a future date from the U.S. Government, and are backed by the
full faith and credit of the U.S. Government. The Treasury Obligations can be
purchased at a deep discount because the buyer receives only the right to
receive one fixed payment at a specific date in the future and does not receive
any periodic interest payments. The effect of owning deep discount obligations
which do not make current interest payments is that a fixed yield is earned not
only on the original investment but also, in effect, on all discount earned
during the life of the discount obligations. This implicit reinvestment of
earnings at the same rate eliminates the risk of being unable to reinvest the
income on such obligations at a rate as high as the implicit yield on the
discount obligation, but at the same time eliminates the holder's ability to
reinvest at higher rates in the future. For this reason, the Treasury
Obligations are subject to substantially greater price fluctuations during
periods of changing market interest rates than are securities of comparable
quality which pay interest on a current basis. Investors should be aware that
income in respect of the accrual of original issue discount on the Treasury
Obligations, although not distributed on a current basis, will be includable by
a Unit Holder as income and will be subject to income tax on a current basis at
ordinary income tax rates (see "Tax Status").

Oppenheimer Quest Opportunity Value Fund

The following disclosure concerning the Fund and its
affiliates has been derived from the prospectus of the Oppenheimer Quest
Opportunity Value Fund. While the Sponsor has not independently verified its
information, it has no reason to believe that such information is not correct in
all material respects. No representation is made herein as to the accuracy or
adequacy of such information.

The Portfolio contains Class A shares of the Oppenheimer Quest
Opportunity Value Fund. On October 31, 1995, the net assets of the Fund were
$634,511,114. The average net assets for the year ended October 31, 1995 for
Class A shares of the Fund were $251,625,672. The Fund has retained an
investment adviser, OpCap Advisors (herein referred to as the "Adviser").

Objective. The Fund seeks growth of capital over time through
investments in a diversified portfolio of common stocks, bonds and cash
equivalents, the proportions of which will vary based upon Fund management's
assessment of the relative values of each investment under prevailing market
conditions.

Portfolio. The Fund's portfolio will normally be invested
primarily in common stocks and securities convertible into common stock During
periods when common stocks appear to be overvalued and when value differentials
are such that fixed-income obligations appear to present meaningful capital
growth opportunities relative to common stocks or pending investments in
securities with capital growth opportunities, up to 50% or more of the Fund's
assets may be invested in bonds and other fixed-income obligations. This may
include cash equivalents which do not generate capital appreciation. The bonds
in which the Fund invests will be limited to U.S. government obligations,
mortgage-backed securities, investment-grade corporate debt obligations and
unrated obligations, including those of foreign issuers, which Fund management
believes to be of comparable quality. To provide liquidity for

B-3
330608.2

<PAGE>

the purchase of new instruments and to effect redemptions of shares, the Fund
typically invests a part of its assets in various types of U.S. government
securities and high quality, short-term debt securities with remaining
maturities of one year or less such as government obligations, certificates of
deposit, bankers' acceptances, commercial paper, short-term corporate securities
and repurchase agreements ("money market instruments"). For temporary defensive
purposes, the Fund may invest up to 100% of its assets in such securities. At
any time that the Fund for temporary defensive purposes invests in such
securities, to the extent of such investments, it is not pursuing its investment
objectives.

Except as indicated, the investment objectives and policies
described above are fundamental and may not be changed without a vote of the
shareholders.

General Information Regarding the Fund. Shown below for the
periods indicated are per share income and capital changes for a share of
capital stock outstanding ("per share information") of the Fund.

<TABLE>
<CAPTION>
Year
Year Year Year Year Year Year ended
ended ended ended ended ended ended 1/1/89(5)-
10/31/95 10/31/94 10/31/93 10/31/92 10/31/91 10/31/90 10/31/89

<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value: Start of period................... $19.69 $18.71 $16.73 $14.29 $9.74 $11.59 $10.00(2)
Income (loss) from investment operations:
Net Investment income.............................. .23 .18 .35 .09 .03 .25 .17
Net realized and unrealized gain (loss)
on investments................................... 5.40 1.35 2.02 2.93 4.78 (1.64) 1.42
---- ---- ---- ---- ---- ------ ----
Total income (loss) from investment
operations....................................... 5.63 1.53 2.37 3.02 4.81 (1.39) 1.59
Dividends and distributions to shareholders:
Dividends from net investment income............... (.12) (.33) (.07) (.03) (.23) (.22) --
Distribution from net realized gain on investments. (.61) (.22) (.32) (.55) (.03) (.24) --
----- ----- ----- ----- ----- ----- ------
Total dividends and distributions to Shareholders.. (.73) (.55) (.39) (.58) (.26) (.46) --
Net Asset Value: End of period..................... 24.59 19.69 18.71 16.73 14.29 9.74 11.59
Total Return, at Net Asset Value(1)................ 29.88 8.41% 14.34% 21.93% 50.44% (12.62%) 15.90%
Ratios/Supplemental Data:
Net Assets, end of period (in millions)............ $357,240 $163,340 $127,225 $40,563 $8,446 $4,570 $3,868
Ratios to average net assets: .
Net investment income (loss)....................... 1.02% .96% 2.69% .72% .30%(3) 2.30%(3) 3.75%(3)(4)
Expenses........................................... 1.69% 1.78% 1.83% 2.27% 2.35%(3) 2.00%(3) 1.84%(3)(4)
Portfolio turnover rate............................ 21% 42% 24% 32% 88% 206% 103%
</TABLE>

(1) Total return shown assumes reinvestment of all dividends and distributions
but does not reflect deductions for sales charges. Aggregate (not
annualized) total return is shown for any period shorter than one year.
(2) Offering Price.
(3) During the periods noted the former advisor voluntarily waived all or a
portion of its fees and assumed some operating expenses of the Fund.
Without such waivers and assumptions, the ratios of net operating expenses
to average net assets and the ratios of net investment income to average
net assets would have been 3.33% and (.68%) for the year ended 10/31/91,
3.69% and .61% for the year ended 10/31/90, and 5.32% and .27%
(annualized) for the period 1/1/89 (commencement of operations) to
10/31/89.
(4) Annualized.
(5) Commencement of Operations.

B-4
330608.2

<PAGE>

Risk Factors. The information provided below describes risks
associated with an investment in the Fund Shares:

Equity Securities There are two types of risk generally
associated with owning equity securities: market risk and financial risk. Market
risk is the risk associated with the movement of the stock market in general.
Financial risk is associated with the financial condition and profitability of
the underlying company. Smaller capitalization companies may experience higher
growth rates and higher failure rates than do larger capitalization companies.
The trading volume of securities of smaller capitalization companies is normally
less than that of larger capitalization companies and, therefore, may
disproportionately affect their market price, tending to make them rise more in
response to buying demand and fall more in response to selling pressure than is
the case with larger capitalization companies.

Debt Securities There are two types of risk associated with
owning debt securities: interest rate risk and credit risk. Interest rate risk
relates to fluctuations in market value arising from changes in interest rates.
If interest rates rise, the value of debt securities will normally decline and
if interest rates fall, the value of debt securities will normally increase. All
debt securities, including U.S. government securities, which are generally
considered to be the most creditworthy of all debt obligations, are subject to
interest rate risk. Securities with longer maturities generally will have a more
pronounced reaction to interest rate changes than shorter term securities.

Credit risk relates to the ability of the issuer to make
periodic interest payments and ultimately repay principal at maturity. Bonds
rated Baa3 by Moody's Investors Service ("Moody's") or BBB-by Standard & Poor's
Corporation ("S&P"), which the Fund may acquire, are described by those rating
agencies as having speculative elements. If a debt security is rated below
investment grade by one rating agency and as investment grade by a different
rating agency, the Adviser will make a determination as to the debt security's
investment grade quality. For a general description of Moody's and S&P ratings
see "Description of Corporate Bond Ratings" herein. The ratings of Moody's and
S&P represent their opinions as to the quality of the obligations which they
undertake to rate. It should be emphasized, however, that ratings are relative
and subjective and although ratings may be useful in evaluating the safety of
interest and principal payments, they do not evaluate the market risk of these
securities. Therefore, although these ratings may be an initial criterion for
selection of such investments, the Adviser also will evaluate these securities
and the ability of the issuers of such securities to pay interest and principal.

The nature and degree of market and financial risk affecting
an investment in the Fund will depend on the relative amounts of the Fund's
assets committed to equity, longer-term debt or money market securities at any
particular time.

Higher portfolio turnover can be expected to result in a
higher incidence of short-term capital gains upon which taxes will be payable
and will also result in correspondingly higher transaction costs.

Additional Risks of Foreign Securities The Fund may purchase
foreign securities that are listed on a domestic or foreign securities exchange,
traded in domestic or foreign over-the-counter markets or represented by
American Depository Receipts ("ADRs"). There is no limit to the amount of such
foreign securities the Fund may acquire. Certain factors and risks are presented
by investment in foreign securities which are in addition to the usual risks
inherent in domestic securities. Foreign companies are not necessarily subject
to uniform accounting, auditing and financial reporting standards or other
regulatory requirements comparable to those applicable to U.S. companies. Thus,
there may

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be less available information concerning non-U.S. issuers of securities held by
the Fund than is available concerning U.S. companies. In addition, with respect
to some foreign countries, there is the possibility of nationalization,
expropriation or confiscatory taxation; income earned in the foreign nation
being subject to taxation, including withholding taxes on interest and dividends
(see "Tax Status"), or other taxes imposed with respect to investments in the
foreign nation; limitations on the removal of securities, property or other
assets of the Fund; difficulties in pursuing legal remedies and obtaining
judgments in foreign courts, or political or social instability or diplomatic
developments which could affect U.S. investments in those countries.

Securities of many non-U.S. companies may be less liquid and
their prices more volatile than securities of comparable U.S. companies.
Non-U.S. stock exchanges and brokers are generally subject to less governmental
supervision and regulation than in the U.S. and commissions on foreign stock
exchanges are generally higher than negotiated commissions on U.S. transactions.
In addition, there may in certain instances be delays in the settlement of
non-U.S. stock exchange transactions. Certain countries restrict foreign
investments in their securities markets. These restrictions may limit or
preclude investment in certain countries, industries or market sectors, or may
increase the cost of investing in securities of particular companies. Purchasing
the shares of investment companies which invest in securities of a given country
may be the only or the most efficient way to invest in that country. This may
require the payment of a premium above the net asset value of such investment
companies and the return will be reduced by the operating expenses of those
investment companies.

A decline in the value of the U.S. dollar against the value of
any particular currency will cause an increase in the U.S. dollar value of the
Fund's holdings denominated in such currency. Conversely, a decline in the value
of any particular currency against the U.S. dollar will cause a decline in the
U.S. dollar value of the Fund's holdings of securities denominated in such
currency. Some foreign currency values may be volatile and there is the
possibility of governmental controls on currency exchange or governmental
intervention in currency markets which could adversely affect the Fund. The Fund
does not intend to speculate in foreign currency in connection with the purchase
or sale of securities on a foreign securities exchange but may enter into
foreign currency contracts to hedge its foreign currency exposure. While those
transactions may minimize the impact of currency appreciation and depreciation,
the Fund will bear a cost for entering into the transaction and such
transactions do not protect against a decline in the security's value relative
to other securities denominated in that currency.

Repurchase Agreement The Fund may acquire securities subject
to repurchase agreements. Repurchase agreements involve certain risks. Under a
typical repurchase agreement, the Fund acquires a debt security for a relatively
short period (usually for one day and very seldom for more than one week)
subject to an obligation of the seller to repurchase (and the Fund's obligation
to resell) the security at an agreed-upon higher price, thereby establishing a
fixed investment return during the holding period. Pending such repurchase, the
seller of the instrument maintains securities as collateral equal in market
value to the repurchase price.

In the event a seller defaulted on its repurchase obligation,
the Fund might suffer a loss to the extent that the proceeds from the sale of
the collateral were less than the repurchase price. In the event of a seller's
bankruptcy, the Fund might be delayed in, or prevented from, selling the
collateral for the Fund's benefit. The Fund's Board of Directors has established
procedures, which are periodically reviewed by the Board, pursuant to which the
Adviser will monitor the creditworthiness of the dealers and banks with which
the Fund enters into repurchase agreement transactions.

Investment Restrictions And Techniques. The Fund is subject to
certain investment restrictions which are fundamental policies changeable only
by shareholder vote. The restrictions in (a), (b) and (c) below do not apply to
U.S. government securities. The Fund may not: (a) Purchase

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more than 10% of the voting securities of any one issuer; (b) Purchase more than
10% of any class of security of any issuer, with all outstanding debt securities
and all preferred stock of an issuer each being considered as one class; (c)
Concentrate its investments in any particular industry, but if deemed
appropriate for attaining its investment objective, the Fund may invest up to
25% of its total assets (valued at the time of investment) in any one industry
classification used by the Fund for investment purposes (for this purpose, a
foreign government is considered an industry). Concentration of investment in
securities of one issuer may tend to increase the Fund's financial risk; (d)
Borrow money in excess of 10% of the value of the Fund's total assets; the Fund
may borrow only from banks and only as a temporary measure for extraordinary or
emergency purposes and will make no additional investments while such borrowings
exceed 5% of the total assets; (e) Invest more than 10% of the Fund's total
assets in illiquid securities, including securities for which there is no
readily available market, repurchase agreements which have a maturity of longer
than seven days, securities subject to legal or contractual restrictions and
certain over-the-counter options; and (f) Invest more than 5% of the Fund's
total assets in securities of issuers having a record, together with
predecessors, of less than three years of continuous operation. Notwithstanding
investment restriction (e) above, the Fund may purchase securities which are not
registered under the Securities Act of 1933 ("1933 Act") but which can be sold
to "qualified institutional buyers" in accordance with Rule 144A under the 1933
Act. Any such security will not be considered illiquid so long as it is
determined by the Board of Directors or the Adviser, acting under guidelines
approved and monitored by the Board, which has the ultimate responsibility for
any determination regarding liquidity, that an adequate trading market exists
for that security. This investment practice could have the effect of increasing
the level of illiquidity in the Fund during any period that qualified
institutional buyers become uninterested in purchasing these restricted
securities. The ability to sell to qualified institutional buyers under Rule
144A is a relatively recent development and it is not possible to predict how
this market will develop. The Board will carefully monitor any investments by
the Fund in these securities.

Loans of Portfolio Securities The Fund may lend portfolio
securities if collateral (cash, U.S. Government or agency obligations or letters
of credit) securing such loans is maintained daily in an amount at least equal
to the market value of the securities loaned and if the Fund does not incur any
fees (except transaction fees of the custodian bank) in connection with such
loans. The Fund may call the loan at any time on five days' notice and reacquire
the loaned securities. The Fund would receive the cash equivalent of the
interest or dividends paid by the issuer on the securities loan and would have
the right to receive the interest on investment of the cash collateral in
short-term debt instruments. A portion of either or both kinds of such interest
may be paid to the borrower of such securities. The Fund would continue to
retain any voting rights with respect to the securities. The value of the
securities loaned, if any, is not expected to exceed 10% of the value of the
total assets of the Fund. There is a risk that the borrower of the securities
may default and the Fund may have difficulty in reacquiring the loaned
securities.

When-Issued and Delayed Delivery Securities and Firm
Commitments The Fund may purchase securities on a "when-issued" or "delayed
delivery" basis or may either purchase or sell securities on a "firm commitment
basis", whereby the price is fixed at the time of commitment but delivery and
payment may be as much as a month or more later. The underlying securities are
subject to market fluctuations and no interest accrues prior to delivery of the
securities.

Dividends And Distributions. The Fund declares and pays
dividends from net investment income on an annual basis following the end of its
fiscal year (October 31). The Fund may at times make payments from sources other
than income or net capital gains. Payments from such sources would, in effect,
represent a return of each shareholder's investment. All or a portion of such
payments would not be taxable to shareholders.

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Distributions from net long-term and short-term capital gains,
if any, for the Fund normally are declared and paid annually, subsequent to the
end of its fiscal year. Short-term capital gains include the gains from the
disposition of securities held less than one year, a portion of the premiums
from expired put and call options written by the Fund and net gains from closing
transactions with respect to such options. If required by tax laws to avoid
excise or other taxes, dividends and/or capital gains distributions may be made
more frequently.

Investment Management Agreement. The Fund is managed by the
Manager, Oppenheimer Management Corporation, which supervises the Fund's
investment program and handles its day-to-day business. The Manager carries out
its duties, subject to the policies established by the Board of Trustees, under
an Investment Advisory Agreement with the Fund which states the Manager's
responsibilities. The agreement sets forth the fees paid by the Fund to the
Manager and describes the expenses that the Fund pays to conduct its business.

The Manager has operated as an investment adviser since 1959.
The Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $38 billion as of
September 30, 1995, and with more than 2.8 million shareholder accounts. The
Manger is owned by Oppenheimer Acquisition Corp., a holding company that is
owned in part by senior officers of the Manager and controlled by Massachusetts
Mutual Life Insurance Company.

For its services under the Investment Advisory Agreement, the
Fund pays the Manger an annual fee based on the Fund's daily net assets at the
rate of 1.00% of the first $400 million of net assets, .90% of the next $400
million of net assets and .85% of net assets over $800 million. The Fund also
reimburses the Manager for bookkeeping and accounting services performed on
behalf of the Fund.

The Manager has retained OpCap Advisors to provide day-to-day
portfolio management of the Fund. OpCap Advisors is a majority-owned subsidiary
of Oppenheimer Capital, a registered investment advisor, whose employees perform
all investment advisory services provided to the Fund by OpCap Advisors. The
Sponsor, which is also a majority-owned subsidiary of Oppenheimer Capital, is an
affiliate of OpCap Advisors. The Fund's portfolio manager is employed by OpCap
Advisors and is primarily responsible for the selection of the Fund's
securities. The Manager will pay OpCap Advisors monthly an annual fee based on
the average daily net assets of the Fund equal to 40% of the advisory fee
collected by the Manager based on the total net assets of the Fund as of
November 22, 1995 (the "Base Amount") plus 30% of the investment advisory fee
collected by the Manager based on the total net assets of the Fund that exceed
the base amount. Oppenheimer Financial Corp., a holding company, holds a 33%
interest in Oppenheimer Capital, a registered investment advisor, and
Oppenheimer Capital, L.P., a Delaware limited partnership whose units are traded
on the New York Stock Exchange and of which Oppenheimer Financial Corp. is the
sole general partner, owns the remaining 67% interest. Oppenheimer Capital has
operated as an investment advisor since 1968.

Prior to November 24, 1995, OpCap Advisors was named Quest for
Value Advisors and was the investment adviser to the Fund. Effective November
24, 1995, the Manager acquired the investment advisory and other contracts and
business relationships and certain assets and liabilities of Quest for Value
Advisors, Quest for Value Distributors and Oppenheimer Capital relating to
twelve Quest for Value mutual funds, including the Fund. Pursuant to this
acquisition and Fund shareholder approval received on November 3, 1995, the Fund
entered into the following agreements, effective the date of this Prospectus:
the Investment Advisory Agreement between the Fund and the Manager, and the
distribution and service plans and agreements between the Fund and the
Distributor. Further, the Manager entered into a subadvisory agreement with the
Sub-Adviser for the benefit of the Fund.

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<PAGE>

OpCap Advisors may select its affiliate Oppenheimer & Co.,
Inc. ("Opco"), a registered broker-dealer to execute transactions for the Fund,
provided that the commissions, fees or other remuneration received by Opco are
reasonable and fair compared to those paid to other brokers in connection with
comparable transactions. When selecting broker-dealers other than Opco, OpCap
Advisors may consider their record of sales of shares of the Fund.

The Fund is responsible for bearing certain expenses
attributable to the Fund but not to a particular class ("Fund Expenses"),
including deferred organization expenses; taxes; registration fees; typesetting
of prospectuses and financial reports required for distribution to shareholders;
brokerage commissions; fees and related expenses of trustees or directors who
are not interested persons; legal, accounting and audit expenses; custodian
fees; insurance premiums; and trade association dues. Fund Expenses will be
allocated based on the total net assets of each class.

Each class of shares of the Fund will also be responsible for
certain expenses attributable only to that class ("Class Expenses"). These Class
Expenses may include distribution and service fees, transfer and shareholder
servicing agent fees, professional fees, printing and postage expenses for
materials distributed to current shareholders, state registration fees and
shareholder meeting expenses. Such items are considered Class Expenses provided
such fees and expenses relate solely to such Class.

The Fund's Plan of Distribution. The Fund has adopted a
Distribution and Service Plan (the "Plan") pursuant to Rule 12b-1 to reimburse
the Oppenheimer Funds Distributor, Inc. (the "Distributor") for a portion of its
costs incurred in connection with the personal service and maintenance of
shareholder accounts that hold Class A shares. Under the Plan, the Fund pays an
annual asset-based sales charge to the Distributor of 0.25% of the average
annual net assets of the class. The Fund also pays a service fee to the
Distributor of 0.25% of the average annual net assets of the class. The
Distributor uses all of the service fee and a portion of the asset-based sales
charge (equal to 0.15% annually for Class A shares purchased prior to September
1, 1993 and 0.10% annually for Class A shares purchased on or after September 1,
1993) to compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of their
customers that hold Class A shares. The Distributor retains the balance of the
asset-based sales charge to reimburse itself for its other expenditures under
the Plan.

Services to be provided include, among others, answering
customer inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and providing
other services at the request of the Fund or the Distributor. The payments under
the Plan increase the annual expenses of Class A shares.

The Sponsor will not receive any Rule 12b-1 fees from the
Fund. Any Rule 12b-1 fees paid by the Fund's Distributor to the Trustee for
performing servicing functions with respect to the Fund Shares will be used to
reduce directly the expenses and fees otherwise payable by the Trust to the
Trustee. There can be no assurance that the Trustee will receive any Rule 12b-1
fees in the future.

Substitution of Securities. Neither the Sponsor nor the
Trustees shall be liable in any way for any default, failure or defect in any of
the Securities. In the event of a failure to deliver any Security that has been
purchased for the Trust under a contract ("Failed Securities"), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Substitute Securities") to make up the original corpus of the
Trust.

The Substitute Securities must be purchased within 20 days
after the sale of the portfolio Security or delivery of the notice of the failed
contract. Where the Sponsor purchases Substitute Securities in order to replace
Failed Securities, (i) the purchase price may not exceed the

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purchase price of the Failed Securities and (ii) the Substitute Securities must
be substantially similar to the Securities originally contracted for and not
delivered. Where the Sponsor purchases Substitute Securities in order to replace
Securities they sold, the Sponsor will endeavor to select Securities which are
securities that possess characteristics that are consistent with the objectives
of the Trust as set forth above. Such selection may include or be limited to
Securities previously included in the portfolio of the Trust.

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

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

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

RISK FACTORS

Fixed Portfolio. The value of the Units will fluctuate
depending on all the factors that have an impact on the economy and the equity
markets. These factors similarly impact on the ability of an issuer to
distribute dividends. The Trusts are not a "managed registered investment
company" and Securities will not be sold by the Trustee as a result of ordinary
market fluctuations. Additionally, the Trusts will not elect to reinvest any
distributions they are entitled to as a result of its ownership of Fund Shares.
Unlike a managed investment company in which there may be frequent changes in
the portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trusts, are not subject to
such frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. (See "Trust Administration--Portfolio Supervision.") Some of the
Securities in the Trusts may also be owned by other clients of the Sponsor and
its affiliates. However, because these clients may have differing investment
objectives, the Sponsor may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to maximize
return by taking advantage of market fluctuations. (See "Trust
Administration--Portfolio Supervision" below.) Potential investors also should
be aware that the Sponsor may change its views as to the investment merits of
any of the Securities during the life of the Trusts and therefore should consult
their own financial advisers with regard to a purchase of Units. In addition,
investors should be aware that the Sponsor, and its affiliates, currently act
and will continue to act as investment adviser for managed investment companies
and managed private accounts that may have similar or different investment
objectives from the Trusts. Some of the Securities in the Trusts may also be
owned by these other clients of the Sponsor and its affiliates. However, because
these clients have "managed" portfolios and may have differing investment
objectives, the Sponsor may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to maximize

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return by taking advantage of market fluctuation. Investors should consult with
their own financial advisers prior to investing in the Trusts to determine its
suitability. (See "Trust Administration--Portfolio Supervision.") All the
Securities in the Trusts are liquidated or distributed during a 60 day period at
the termination of the life of each Trust. Since the Trusts will not sell
Securities in response to ordinary market fluctuation, but only at the Trusts'
termination or upon the occurrence of certain events, the amount realized upon
the sale of the Securities may not be the highest price attained by an
individual Security during the life of the Trusts.

Fund Shares and Treasury Obligations. The Sponsor has taken
steps to ensure that an investment in Fund Shares is equitable to all parties
and particularly that the interest of the Unit Holders is protected.
Accordingly, any sales charges which would otherwise be applicable will be
waived on Fund Shares sold to the Trusts, since the Sponsor is receiving the
sales charge on all Units sold. In addition, the Trust Agreement requires the
Trustee to vote all Fund Shares held in the Trusts in the same manner and ratio
on all proposals as the vote of owners of Fund Shares not held by the Trusts.

The Fund's Shares may appreciate or depreciate in value (or
pay dividends) depending on the full range or economic and market influences
affecting the securities in which the Fund is invested and the success of the
Fund's management in anticipating or taking advantage of such opportunities as
may occur. In addition, in the event of the inability of the Fund's Adviser to
act and/or claims or actions against the Fund by regulatory agencies or other
persons or entities, the value of the Fund Shares may decline thereby causing a
decline in the value of Units. Termination of the Fund prior to the Termination
Date of a Trust may result in the termination of the Trust sooner than
anticipated. Prior to a purchase of Units, investors should determine that the
aforementioned risks are consistent with their investment objectives.

The net asset value of the Fund's Shares, like the value of
the Treasury Obligations, will fluctuate over the life of the Trust and may be
more or less than the price paid therefor by the Trusts. An investment in Units
of the Trusts should be made with an understanding of the risks inherent in
ownership of equity securities since the Portfolio of the Fund is invested in
equity securities which the Fund's Adviser believes are undervalued and that by
virtue of anticipated developments or catalysts particularly applicable to such
companies may, in the Adviser's judgment, achieve significant appreciation.
However, the Sponsor believes that, upon termination of a Trust on the mandatory
termination date, even if the Fund Shares are worthless, the Treasury
Obligations will provide sufficient cash at maturity to equal $______ per Unit.
Part of such cash will, however, represent an amount of taxable original issue
discount of the Treasury Obligations which was previously accrued and included
in the income of the Unit Holders.

A UNIT HOLDER PURCHASING A UNIT ON THE DATE OF THIS PROSPECTUS
OR THEREAFTER MAY RECEIVE TOTAL DISTRIBUTIONS, INCLUDING DISTRIBUTIONS MADE UPON
TERMINATION OF A TRUST THAT ARE LESS THAN THE AMOUNT PAID FOR SUCH UNIT.

Sales of Securities in the Portfolio under certain permitted
circumstances may result in an accelerated termination of the Trust. It is also
possible that, in the absence of a secondary market for the Units or otherwise,
redemptions of Units may occur in sufficient numbers to reduce the portfolio to
a size resulting in such termination. In addition, a Trust may be terminated if
the net aggregate value of the Trust is less than 40% of the aggregate value of
the Securities calculated immediately after the most recent deposit of
Securities in the Trust. Early termination of a Trust may have important
consequences to the Unit Holder; e.g., to the extent that Units were purchased
with a view to an investment of longer duration, the overall investment program
of the investor may require readjustment; or the overall return on investment
may be less than anticipated, and may result in a loss to a Unit Holder.

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In the event of the early termination of the Trusts, the
Trustee will cause the Fund Shares to be sold and the proceeds thereof
distributed to the Unit Holders in proportion to their respective interests
therein, unless a Unit Holder elects to receive Fund Shares "in kind." (See
"Trust Administration--Trust Termination.") Proceeds from the sale of the
Treasury Obligations will be paid in cash.

In the event of a notice that any Treasury Obligation will not
be delivered ("Failed Treasury Obligations"), the Sponsor is authorized under
the Indenture to direct the Trustee to acquire other Treasury Obligations
("Replacement Treasury Obligations") within a period ending on the earlier of
the first distribution of cash to the Trust Unit Holders or 90 days after the
Date of Deposit. The cost of the Replacement Treasury Obligations may not exceed
the cost of the Treasury Obligations which they replace. Any Replacement
Treasury Obligation deposited in the Trust will be substantially identical to
every Treasury Obligation then in the Trust. Whenever a Replacement Treasury
Obligation has been acquired for the Trust, the Trustee shall, within 5 days
thereafter, notify Unit Holders of the acquisition of the Replacement Treasury
Obligation.

In the event a contract to purchase Securities fails and
Replacement Treasury Obligations are not acquired, the Trustee will distribute
to Unit Holders the funds attributable to the failed contract. The Sponsor will,
in such case, refund the sales charge applicable to the failed contract. If less
than all the funds attributable to a failed contract are applied to purchase
Replacement Treasury Obligations, the remaining money will be distributed to
Unit Holders.

The Trustee will have no power to vary the investments of the
Trusts, i.e., the Trustee will have no managerial power to take advantage of
market variations to improve a Unit Holder's investment but may dispose of
Securities only under limited circumstances.

To the best of the Sponsor's knowledge there was no litigation
pending as of the Initial Date of Deposit in respect of any Security which might
reasonably be expected to have a material adverse effect on the Trust. At any
time after the Initial Date of Deposit, litigation may be instituted on a
variety of grounds with respect to the Securities. The Sponsor is unable to
predict whether any such litigation may be instituted, or if instituted, whether
such litigation might have a material adverse effect on the Trust.

Investors should consult with their own financial advisers
prior to investing in a Trust to determine its suitability. (See "Trust
Administration--Portfolio Supervision.") All the Securities in the Trust are
liquidated during a 60 day period prior to the termination of the Trust. Since
the Trusts will not sell Securities in response to ordinary market fluctuation,
but only at a Trust's termination, the amount realized upon the sale of the
Securities may not be the highest price attained by an individual Security
during the life of such Trust.

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

Additional Securities. Investors should be aware that in
connection with the creation of additional Units subsequent to the initial Date
of Deposit, the Sponsor may deposit Additional Securities, contracts to purchase
Additional Securities or cash (or letter of credit in lieu of cash) with
instructions to purchase Additional Securities, in each instance maintaining the
original proportionate relationship, subject to adjustment under certain
circumstances, of the numbers of shares of each Security in each of the Trusts.
To the extent the price of a Security increases or decreases between the time
cash is deposited with instructions to purchase the Security at the time the
cash is used to purchase the Security, Units may represent less or more of that
Security and more or less of the other

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Securities in the Trusts. In addition, brokerage fees (if any) incurred in
purchasing Securities with cash deposited with instructions to purchase the
Securities will be an expense of the Trusts. Price fluctuations between the time
of deposit and the time the Securities are purchased, and payment of brokerage
fees, will affect the value of every Unit Holder's Units and the Income per Unit
received by the Trusts. In particular, Unit Holders who purchase Units during
the initial offering period would experience a dilution of their investment as a
result of any brokerage fees paid by the Trusts during subsequent deposits of
Additional Securities purchased with cash deposited. In order to minimize these
effects, the Trusts will try to purchase Securities as near as possible to the
Evaluation Time or at prices as close as possible to the prices used to evaluate
Trust Units at the Evaluation Time.

Legislation. From time to time Congress considers proposals to
reduce the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return to
investors who can take advantage of the deduction. Unit Holders are urged to
consult their own tax advisers. Further, at any time after the Initial Date of
Deposit, legislation may be enacted, with respect to the Securities in the Trust
or the issuers of the Securities. Changing approaches to regulation,
particularly with respect to the environment or with respect to the petroleum
industry, may have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

PUBLIC OFFERING

Offering Price. The Public Offering Price per 1,000 Units of
each of the Trusts is equal to the aggregate value of the underlying Securities
(the price at which they could be directly purchased by the public assuming they
were available) in each Trust divided by the number of Units outstanding plus a
sales charge of (a) 3.75% of the Public Offering Price (excluding any
transaction fees) or 3.896% of the net amount invested in Securities per 1,000
Units of the 2001 Trust and (b) 4.75% of the Public Offering Price (excluding
transaction fees) or 4.987% of the net amount invested in Securities per 1,000
Units of the 2007 Trust. In addition, the net amount invested in Securities will
involve a proportionate share of amounts in the Income Account and Principal
Account, if any. The Public Offering Price can vary on a daily basis from the
amount stated on the cover of this Prospectus in accordance with fluctuations in
the market value of the Securities and the price to be paid by each investor
will be computed as of the date the Units are purchased.

The aggregate value of the Securities is determined in good
faith by the Evaluator on each "Business Day" as defined in the Trust Agreement
in the following manner: during the initial offering period on the basis of the
net asset value of the Fund Shares and the offering side evaluation of the
Treasury Obligations and following the initial offering period on the basis of
the net asset value of the Fund Shares and the bid side evaluation of the
Treasury Obligations. The evaluation generally shall be based on the closing
purchase price in the over-the-counter market (unless the Evaluator deems these
prices inappropriate as a basis for evaluation) or if there is no such closing
purchase price, then the Evaluator may ascertain the values of the Treasury
Obligations using any of the following methods, or a combination thereof, which
it deems appropriate: (a) on the basis of current offering prices for the
Treasury Obligations as obtained from investment dealers or brokers who
customarily deal in securities comparable to those held in the Trust, (b) if
offering prices are not available for the Treasury Obligations, on the basis of
current offering prices for comparable securities, (c) by appraising the value
of the Treasury Obligations on the offering side of the market or by such other
appraisal deemed appropriate by the Evaluator, or (d) by any combination of the
above, each as of the Evaluation Time.

Volume and Other Discounts. Units of the Trust are available
at a volume discount ("Volume Discount") from the Public Offering Price during
the initial public offering. Volume Discount will result in a reduction of the
sales charge applicable to such purchases. Furthermore, Volume

B-13
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Discount applies to the cumulative Units purchased by a Unit Holder during a
period of 60 days from the initial date of sale of the Units to such Unit
Holder. Units purchased by the same purchasers in separate transactions during
the 60-day period will be aggregated for purposes of determining if such
purchaser is entitled to a Volume Discount provided that such purchaser must own
at least the lesser of either (i) the required number of Units, or (ii) the
required dollar amount at the Public Offering Price, at the time such
determination is made. Units held in the name of the spouse of the purchaser or
in the name of a child of the purchaser under 21 years of age are deemed for the
purposes hereof to be registered in the name of the purchaser. Volume Discount
is also applicable to a trustee or other fiduciary purchasing securities for a
single trust estate or single fiduciary account. As a result of such discounts,
units are sold to dealers/agents at prices which represent a concession as
reflected below. The Sponsor reserves the right to change these discounts from
time to time. The amount of Volume Discount, the approximate sales charge and
the dealer concession applicable to such purchases are as follows:

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

<S> <C> <C> <C> <C> <C>
2001 Trust
Less than $_________ 3.75% 0% 3.75% 2.25%
$________ but less than $_________ 3.75% % % %
$________ but less than $_________ 3.75% % % %
$________ and above* 3.75% % % %

2007 Trust
Less than $_________ 4.75% 0% 4.75% 3.25%
$________ but less than $_________ 4.75% % % %
$________ but less than $_________ 4.75% % % %
$________ and above* 4.75% % % %

</TABLE>

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

Distribution of Units. During the initial offering period (i)
Units issued on the Initial Date of Deposit and (ii) Additional Units issued
after such date in respect of additional deposits of Securities, will be
distributed by the Sponsor and dealers at the Public Offering Price. The initial
offering period in each case is thirty days unless extended by the Sponsor for
Units specified in (i) and (ii) in the preceding sentence. In addition, Units
may be distributed through dealers who are members of the National Association
of Securities Dealers, Inc. or other financial intermediaries as permitted by
law. Certain banks and thrifts will make Units of the Trust available to their
customers on an agency basis. A portion of the sale charge paid by their
customers is retained by or remitted to the banks. Under the Glass-Steagall Act,
banks are prohibited from underwriting Units; however, the Glass-Steagall Act
does

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

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<PAGE>

permit certain agency transactions and the banking regulators have indicated
that these particular agency transactions are permitted under such Act. In
addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

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

The Sponsor may provide additional concessions to its
affiliates in connection with the distribution of the Units. The Sponsor
reserves the right to change the dealers concession at any time. Such Units may
then be distributed to the public by the dealers at the Public Offering Price
then in effect. The Sponsor reserves the right to reject, in whole or in part,
any order for the purchase of Units. Also, the Sponsor in its discretion may
from time to time pursuant to objective criteria established by the Sponsor pay
fees to qualifying Underwriters, brokers, dealers, banks and/or others for
certain services or activities which are primarily intended to result in sales
of Units of the Trust. Such payments are made by the Sponsor out of its own
assets and out of the assets of the Trust. These programs will not change the
price Unit Holders pay for their Units or the amount that the Trust will receive
from the Units sold.

Sponsor's Profits. The Sponsor will receive a gross
underwriting commission (although the net commission retained will be lower
because of the concession paid to dealers) equal to 3.75% of the Public Offering
Price per 1,000 Units (equivalent to 3.896% of the net amount invested in the
Securities) for the 2001 Trust and 4.75% of the Public Offering Price per 1,000
Units (equivalent to 4.987% of the net amount invested in the Securities) for
the 2007 Trust. Additionally, the Sponsor may realize a profit on the deposit of
the Securities in the Trust representing the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust (see
"Portfolio" in Part A). The Sponsor may realize profits or sustain losses with
respect to Securities deposited in the Trust which were acquired from
underwriting syndicates of which it was a member.

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

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

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

Comparison of Public Offering Price, Sponsor's Repurchase
Price and Redemption Price. Although the Public Offering Price of Units of the
Trust will be determined on the basis of the current offering prices of the
Securities in the Trust, the value at which Units may be redeemed or sold in the
secondary market will be determined on the basis of the current bid prices of
such Securities. On the Initial Date of Deposit, the Public Offering Price and
the Sponsor's Initial Repurchase Price per Unit of the Trust (based on the
offering side evaluation of the Securities in the Trust) each exceeded the

B-15
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<PAGE>

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

RIGHTS OF UNIT HOLDERS

Book-Entry Units. Ownership of Units of the Trusts will not be
evidenced by certificates. All evidence of ownership of the Units will be
recorded in book-entry form either at Depository Trust Company ("DTC") through
an investor's broker's account or through registration of the Units on the books
of the Trustee. Units held through DTC will be deposited by the Sponsor with DTC
in the Sponsor's DTC account and registered in the nominee name CEDE & CO.
Individual purchases of beneficial ownership interest in the Trusts will be made
in book-entry form through DTC or the Trustee. Ownership and transfer of Units
will be evidenced and accomplished directly and indirectly by book-entries made
by DTC and its participants if the Units are evidenced at DTC, or otherwise will
be evidenced and accomplished by book-entries made by the Trustee. DTC will
record ownership and transfer of the Units among DTC participants and forward
all notices and credit all payments received in respect of the Units held by the
DTC participants. Beneficial owners of Units will receive written confirmation
of their purchase and sale from the broker-dealer or bank from whom their
purchase was made. Units are transferable by making a written request properly
accompanied by a written instrument or instruments of transfer which should be
sent registered or certified mail for the protection of the Unit Holder. Unit
Holders must sign such written request exactly as their names appear on the
record of the Trusts. Such signatures must be guaranteed by a commercial bank or
trust company, savings and loan association or by a member firm of a national
securities exchange.

Distributions. Dividends and distributions received by a
Trust, and/or Rule 12b-1 fees paid to the Trustee by the Fund's distributor
which are not applied to reduce the Trustee's annual fee, are credited by the
Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for the
Trust.

Distributions to each Unit Holder from the Income Account are
computed as of the close of business on each Record Date for the following
Distribution Date. Distributions from the Principal Account of the Trusts (other
than amounts representing failed contracts, as previously discussed) will be
computed as of each Record Date, and will be made to the Unit Holders of the
Trusts on or shortly after the Distribution Date. Proceeds representing
principal received from the disposition of any of the Securities between a
Record Date and a Distribution Date which are not used for redemptions of Units
will be held in the Principal Account and not distributed until the next
Distribution Date. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the first Record Date on which they are a Unit Holder of record.

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

B-16
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<PAGE>

appropriate accounts. In addition, the Trustee may withdraw from the Income and
Principal Accounts such amounts as may be necessary to cover redemptions of
Units by the Trustee.

The dividend distribution per 1,000 Units cannot be estimated
and will change and may be reduced as Securities are redeemed, exchanged or
sold, or as expenses of the Trust fluctuate. No distribution need be made from
the Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 1,000 Units.

Reinvestment. Distributions of income, capital gains, if any,
or principal may be reinvested by participating in a Trust's reinvestment plan.
Under the plan, participating Unit Holders direct the Trustee to invest such
amounts on their behalf in Fund Shares at such share's net asset value. Fund
Shares obtained through reinvestment will not be subject to a sales charge,
although such shares will incur Rule 12b-1 fees as do all other shares held
directly by investors in the Fund. The appropriate prospectus for the Fund will
be sent to Unit Holders. The Unit Holder should read the prospectus carefully
before deciding to participate in the reinvestment plan. The Sponsor reserves
the right to amend, modify or terminate the reinvestment plan at any time
without prior notice. The reinvestment plan for the Trusts may not be available
in all states. In order to enable a Unit Holder to participate in the
reinvestment plan with respect to a particular distribution on their Units,
written notification must be received by the Trustee within 10 days prior to the
Record Date for such distribution. Each subsequent distribution of income or
principal on the participant's Units will be automatically applied by the
Trustee to purchase additional Units of a Trust.

Records. The Trustee shall furnish Unit Holders in connection
with each distribution a statement of the amount of dividends and interest, if
any, and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per 1,000 Units. Within a reasonable
time after the end of each calendar year the Trustee will furnish to each person
who at any time during the calendar year was a Unit Holder of record, a
statement showing (a) as to the Income Account: dividends, interest and other
cash amounts received, amounts paid for purchases of Substitute Securities and
redemptions of Units, if any, deductions for applicable taxes and fees and
expenses of the Trusts, and the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each 1,000 Units outstanding on the last
business day of such calendar year; (b) as to the Principal Account: the dates
of disposition of any Securities and the net proceeds received therefrom,
deductions for payments of applicable taxes and fees and expenses of the Trusts,
amounts paid for purchases of Substitute Securities and redemptions of Units, if
any, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 1,000 Units outstanding on the last business day of such
calendar year; (c) a list of the Securities held, a list of Securities
purchased, sold or otherwise disposed of during the calendar year and the number
of Units outstanding on the last business day of such calendar year; (d) the
Redemption Price per 1,000 Units based upon the last computation thereof made
during such calendar year; and (e) amounts actually distributed to Unit Holders
during such calendar year from the Income and Principal Accounts, separately
stated, of the Trust, expressed both as total dollar amounts and as dollar
amounts representing the pro rata share of each 1,000 Units outstanding on the
last business day of such calendar year.

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

B-17
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<PAGE>

Expenses and Charges.

Initial Expenses

All or a portion of the expenses incurred in creating and
establishing the Trusts, including the cost of the initial preparation and
execution of the Trust Agreement, the initial fees and expenses of the Trustee,
legal expenses and other actual out-of-pocket expenses, will be paid by the
Trusts and amortized over a five year period. All advertising and selling
expenses, as well as any organizational expenses not paid by the Trust, will be
borne by the Sponsors at no cost to the Trusts.

Fees

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

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

The Trustee will receive, for its ordinary recurring services
to the Trusts, an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. Such fee shall be reduced directly by any Rule 12b-1
fees paid by the Fund's distributor to the Trustee for performing servicing
functions with respect to the Fund Shares. There can be no assurance that the
Trustee will receive any Rule 12b-1 fees in the future. For a discussion of the
services performed by the Trustee pursuant to its obligations under the Trust
Agreement, see "Trust Administration" and "Rights of Unit Holders".

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

Other Charges

The following additional charges are or may be incurred by the
Trusts: all expenses (including audit and counsel fees) of the Trustee incurred
and advances made in connection with its activities under the Trust Agreement,
including annual audit expenses of independent public accountants selected by
the Sponsor (so long as the Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds 50 cents per 1,000 Units), the
expenses and costs of any action undertaken by the Trustee to protect the Trusts
and the rights and interests of the Unit Holders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trusts; indemnification of the
Sponsor for any losses, liabilities and expenses incurred in acting as sponsors
of the Trusts without gross negligence, bad faith or willful misconduct on its
part; and all taxes and other governmental charges imposed upon the Securities
or any part of the Trusts (no such taxes or charges are being levied, made or,
to the knowledge of the Sponsor, contemplated). The above expenses, including
the Trustee's fees, when paid by or owing to the Trustee are secured by a

B-18
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<PAGE>

first lien on the Trusts to which such expenses are charged. In addition, the
Trustee is empowered to sell the Securities in order to make funds available to
pay all expenses.

The fees and expenses set forth herein are payable out of the
Trust and when paid by or owing to the Trustee are secured by a lien on the
Trust. If the cash dividend, capital gains distributions and Rule 12b-1 fees
paid to the Trustee by the Fund's distributor are insufficient to provide for
amounts payable by the Trust, the Trustee has the power to sell Fund Shares (not
Treasury Obligations) to pay such amounts. To the extent Fund Shares are sold,
the size of the Trust will be reduced and the proportions of the types of
Securities will change. Such sales might be required at a time when Fund Shares
would not otherwise be sold and might result in lower prices than might
otherwise be realized. Moreover, due to the minimum amount in which Fund Shares
may be required to be sold, the proceeds of such sales may exceed the amount
necessary for the payment of such fees and expenses. If the cash dividends,
capital gains distributions, Rule 12b-1 fees paid to the Trustee by the Fund's
distributor and proceeds of Fund Shares sold after deducting the ordinary
expenses are insufficient to pay the extraordinary expenses of the Trust, the
Trustee has the power to sell Treasury Obligations to pay such extraordinary
expenses.

TAX STATUS

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

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

In the opinion of Battle Fowler LLP, special counsel for the
Sponsor, under existing law:

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

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

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

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

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

The Trusts will contain Treasury Obligations which were
originally issued at a discount ("original issue discount"). In general,
original issue discount can be defined as the difference between the price at
which a security was issued and its stated redemption price at maturity. In the
case of a Treasury Obligation issued after July 2, 1982, original issue discount
is deemed to accrue on a constant interest method, which corresponds in general
to the economic accrual of interest (adjusted to eliminate proportionately on an
elapsed-time basis any excess of the amount paid for the Treasury Obligation
over the sum of the issue price and the accrued original issue discount on the
acquisition date).

Each Unit Holder will be required to include in his gross
income, original issue discount with respect to his interest in a Treasury
Obligation held by the Trusts at the same time and in the same manner as though
the Unit Holder was the direct holder of such interest. The tax basis of a Unit
Holder with respect to his interest in a Treasury Obligation will be increased
by the amount of original issue discount thereon properly included in the Unit
Holder's gross income as determined for federal income tax purposes.

The amount of gain recognized by a Unit Holder on a
disposition of a Treasury Obligation by the Trusts will be equal to the
difference between such Unit Holder's pro rata portion of the gross proceeds
realized by the Trust on the disposition and the Unit Holder's tax basis in his
pro rata portion of the Treasury Obligation disposed of. Any gain recognized on
a sale or exchange of a Unit Holder's pro rata interest in a Treasury
Obligation, and not constituting a realization of accrued "market discount" in
the case of a Treasury Obligation issued after July 18, 1984, will be capital
gain. Gain realized on the disposition of the interest of a Unit Holder in a
market discount Treasury Obligation is treated as ordinary income to the extent
the gain does not exceed the accrued market discount. A Unit Holder has an
interest in a market discount Treasury Obligation when the Unit Holder's tax
cost for his pro rata interest in the Treasury Obligation is less than the
stated redemption price thereof at maturity (or the issue price plus original
issue discount accrued up to the acquisition date, in the case of an original
issue discount Treasury Obligation.) If a Unit Holder has an interest in a
market discount Treasury Obligation and has incurred debt to acquire Units, the
deductibility of a portion of the interest incurred on such debt may be
deferred.

The Trusts will also own shares in the Fund, an entity that
has elected and qualified for the special tax treatment applicable to "regulated
investment companies." If the Fund distributes 90% or more of its investment
company taxable income to its shareholders, it will not be subject to Federal
income tax on the amounts so distributed. Moreover, if the Fund distributes at
least 98% of its investment company taxable income (including any net capital
gain) it will not be subject to the 4% excise tax on certain undistributed
income of "regulated investment companies." Distributions by the Fund of its
taxable income to its shareholders will be taxable as ordinary income to such
shareholders. Distributions of the Fund's net capital gain, which are designated
as capital gain dividends by the Fund,

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<PAGE>

will be taxable to its shareholders as long-term capital gain, regardless of the
length of time the shareholders have held their investment in the Fund.

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

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

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

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

After the end of each calendar year, the Trustee will furnish
to each Unit Holder an annual statement containing information relating to the
dividends received by the Trust on the Securities, the gross proceeds received
by the Trust from the disposition of any Security, and the fees

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<PAGE>

and expenses paid by the Trust. The Trustee will also furnish annual information
returns to each Unit Holder and to the Internal Revenue Service.

A corporation that owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unit Holder's pro rata
portion of dividends received by the Trust from a domestic corporation under
Section 243 of the Code or from a qualifying foreign corporation under Section
245 of the Code (to the extent the dividends are taxable as ordinary income, as
discussed above) in the same manner as if such corporation directly owned the
Securities paying such dividends. However, a corporation owning Units should be
aware that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Unit Holder owns certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation.
Accordingly, Unit Holders should consult their tax adviser in this regard.
Recent legislative proposals if enacted would reduce the rate of the dividends
received deduction.

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

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

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

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

Retirement Plans

This Trust may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans, certain of which are briefly described below. Generally,
capital gains and income received in each of the foregoing plans are exempt from
Federal taxation. All distributions from such plans are generally treated as
ordinary income but may, in some cases, be eligible for special 5 or 10 year
averaging or tax-deferred rollover treatment. Unit

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Holders in IRAs, Keogh plans and other tax-deferred retirement plans should
consult their plan custodian as to the appropriate disposition of distributions.
Investors considering participation in any of these plans should review specific
tax laws related thereto and should consult their attorneys or tax advisers with
respect to the establishment and maintenance of any of these plans. These plans
are offered by brokerage firms, including the Sponsor of the Trusts, and other
financial institutions. Fees and charges with respect to such plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of the
Trusts may be purchased by retirement plans established for self-employed
individuals, partnerships or unincorporated companies ("Keogh plans"). Qualified
individuals may generally make annual tax-deductible contributions up to the
lesser of 25% of annual compensation or $30,000 to Keogh plans. The assets of
the plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Generally, there are penalties for premature
distributions from a plan before attainment of age 591/2, except in the case of
a participant's death or disability and certain other circumstances. Keogh plan
participants may also establish separate IRAs (see below) to which they may
contribute up to an additional $2,000 per year ($2,250 in a spousal account).

Individual Retirement Account--IRA. Any individual (including one
covered by an employer retirement plan) can establish an IRA or make use of a
qualified IRA arrangement set up by an employer or union for the purchase of
Units of the Trust. Any individual can make a contribution in an IRA equal to
the lesser of $2,000 ($2,250 in a spousal account) or 100% of earned income;
such investment must be made in cash. However, the deductible amount an
individual may contribute will be reduced if the individual or the individual's
spouse (in the case of a married individual) participates in a qualified
retirement plan and the individual's adjusted gross income exceeds $25,000 (in
the case of a single individual or a married individual filing a separate return
not residing with such person's spouse) or $40,000 (in the case of married
individuals filing a joint return). Special rules apply in the case of married
individuals living together who file separate returns. Generally, there are
penalties for premature distributions from an IRA before the attainment of age
591/2, except in the case of the participant's death or disability and certain
other circumstances.

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

LIQUIDITY

Sponsor Repurchase. The Sponsor, although not obligated to do
so, currently intends to maintain a secondary market for the Units and
continuously to offer to repurchase the Units. The Sponsor's secondary market
repurchase price after the initial public offering is completed, will be based
on the aggregate value of the Securities in the portfolio of each of the Trusts
and will be the same as the redemption price. The aggregate value will be
determined by the Evaluator on a daily basis after the initial public offering
is completed and computed on the basis set forth under "Liquidity--Trustee
Redemption." During the initial offering period, the Sponsor's repurchase price
will be based on the aggregate offering price of the Securities in the Trusts.
Unit Holders who wish to dispose of their Units should inquire of the Sponsor as
to current market prices prior to making a tender for redemption. The Sponsor
may discontinue repurchase of Units if the supply of Units exceeds demand, or
for other business reasons. The date of repurchase is deemed to be the date on
which Units are received in proper form by OCC Distributors, Two World Financial
Center, 225 Liberty Street, New York, NY 10080-6116. Units received after 4
P.M., New York Time, will be deemed to have been repurchased on the next
business day. In the event a market is not maintained for the Units, a Unit
Holder may be able to dispose of Units only by tendering them to the Trustee for
redemption.

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Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate offering
price of the Securities in the Trust plus (a) a 3.75% sales charge (3.896% of
the net amount invested) for the 2001 Trust and (b) a 4.75% sales charge (4.987%
of the net amount invested) for the 2007 Trust, plus a pro rata portion of
amounts, if any, in the Income Account. Any Units that are purchased by the
Sponsor in the secondary market also may be redeemed by the Sponsor if it
determines such redemption to be in its best interest.

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

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

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

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

The Redemption Price per Unit is the pro rata share of the
Unit in each Trust determined by the Trustee on the basis of (i) the cash on
hand in the Trust or moneys in the process of being collected, (ii) the value of
the Securities in the Trust as determined by the Evaluator, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Unit Holders of record as of the business day

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prior to the evaluation being made. The Evaluator may determine the value of the
Securities in each Trust in the following manner: the net asset value of the
Fund Shares and the bid side evaluation of the Treasury Obligations. The
evaluation shall generally be based on the closing purchase price in the
over-the-counter market (unless the Evaluator deems these prices inappropriate
as a basis for evaluation) or if there is no such closing purchase price, then
the Evaluator may ascertain the values of the Treasury Obligations using any of
the following methods, or a combination thereof, which it deems appropriate: (a)
on the basis of the current bid prices for the Treasury obligations as obtained
from investment dealers or brokers who customarily deal in securities comparable
to those held in the Trust, (b) if bid prices are not available for the Treasury
Obligations, on the basis of current bid prices for comparable securities, (c)
by appraising the value of the Treasury Obligations on the bid side of the
market or (d) by any combination of the above.

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

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

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

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

TRUST ADMINISTRATION

Portfolio Supervision. The Trusts are unit investment trusts
and are not a managed fund. Traditional methods of investment management for a
managed fund typically involve frequent changes in a portfolio of securities on
the basis of economic, financial and market analyses. The Portfolios of the
Trusts, however, will not be managed and therefore the adverse financial
condition of

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an issuer will not necessarily require the sale of its Securities from the
Portfolios. However, the Sponsor may direct the disposition of Securities upon
the occurrence of certain events including:

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

2. institution of certain legal proceedings;

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

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

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

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

The Trust Agreement provides that it is the responsibility of
the Sponsor to instruct the Trustee to reject any offer made by an issuer of any
of the Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, except that the
Sponsor may instruct the Trustee to accept such an offer or to take any other
action with respect thereto as the Sponsor may deem proper if the issuer failed
to declare or pay, amounts owed with respect thereto.

The Trust Agreement also authorizes the Sponsor to increase
the size and number of Units of the Trust by the deposit of Additional
Securities, contracts to purchase Additional Securities or cash or a letter of
credit with instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units within 90 days subsequent to the
Initial Date of Deposit, provided that the original proportionate relationship
among the number of shares of each Security established on the Initial Date of
Deposit is maintained to the extent practicable. Deposits of Additional
Securities in the Trusts subsequent to the 90-day period following the Initial
Date of Deposit must replicate exactly the proportionate relationship among the
shares of each Security in the portfolio of each of the Trusts at the end of the
initial 90-day period.

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

Trust Agreement and Amendment. The Trust Agreement may be
amended by the Trustee and the Sponsor without the consent of any of the Unit
Holders: (1) to cure any ambiguity or to correct or supplement any provision
which may be defective or inconsistent; (2) to change any

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<PAGE>

provision thereof as may be required by the Securities and Exchange Commission
or any successor governmental agency; or (3) to make such other provisions in
regard to matters arising thereunder as shall not adversely affect the interests
of the Unit Holders.

The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the consent of
the Unit Holders owning 662/3% of the Units then outstanding for the purpose of
modifying the rights of Unit Holders; provided that no such amendment or waiver
shall reduce any Unit Holder's interest in the Trust without his consent or
reduce the percentage of Units required to consent to any such amendment or
waiver without the consent of the Unit Holders. The Trust Agreement may not be
amended, without the consent of all Unit Holders then outstanding, to increase
the number of Units issuable or to permit the acquisition of any Securities in
addition to or in substitution for those initially deposited in such Trust,
except in accordance with the provisions of the Trust Agreement. The Trustee
shall promptly notify Unit Holders, in writing, of the substance of any such
amendment.

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

1. A Unit Holder who owns at least __________ Units,
and who so elects by notifying the Trustee prior to the commencement of
the Liquidation Period by returning a properly completed election
request (to be supplied to Unit Holders at least 20 days prior to such
date) (see Part A - "Summary of Essential Information" for the date of
the commencement of the Liquidation Period), will have his Units
redeemed on commencement of the Liquidation Period by distribution of
the Unit Holder's pro rata share of the net asset value of the Trust on
such date distributed in kind to the extent represented by whole shares
of underlying Fund Shares and the balance in cash within three business
days next following the commencement of the Liquidation Period. Such
Unit Holders may also elect to invest the proceeds of the Treasury
Obligations in Fund Shares at such shares' net asset value, which shall
be subject to Rule 12b-1 fees. Unit Holders subsequently selling such
distributed Securities will incur brokerage costs when disposing of
such Securities. Unit Holders should consult their own tax adviser in
this regard.

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

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

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3. to invest such Unit Holder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as
agent of the Trustee of the underlying Securities over a period not to
exceed 60 days immediately following the commencement of the
Liquidation Period, in units of an available series of QUILTS
Opportunity Trust ("Rollover QUILTS") provided one is offered. It is
expected that a special redemption and liquidation will be made of all
Units of these Trusts held by Unit Holder (a "Rollover Unit Holder")
who affirmatively notifies the Trustee in writing by the Rollover
Notification Date set forth in the "Summary of Essential Information"
in Part A. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a Rollover QUILTS or any
other security. A Unit Holder's election to participate in this option
will be treated as an indication of interest only. A Rollover Unit
Holder's Units will be redeemed in kind and the Securities disposed of
over the Liquidation Period. As long as the Unit Holder confirms his
interest in purchasing units of the Rollover QUILTS and units are
available, the proceeds of the sales (net of brokerage commissions,
governmental charges and any other selling expenses) will be reinvested
in units of the Rollover QUILTS at their net asset value plus the
applicable sales charge. Such purchaser may be entitled to a reduced
sales load of approximately ____% of the Public Offering Price upon the
purchase of units of the Rollover QUILTS. It is expected that the terms
of the Rollover QUILTS will be substantially the same as the terms of
the Trusts described in this Prospectus, and that a similar procedure
for redemption, liquidation and investment in subsequent QUILTS
Opportunity Trust will be available for each new Trust. At any time
prior to the purchase by the Unit Holder of units of a Rollover QUILTS
such Unit Holder may change his investment strategy and receive, in
cash, the proceeds of the sale of the Securities. An election of this
option will not prevent the Unit Holder from recognizing taxable
capital gain or loss (except in the case of a loss, if the Rollover
QUILTS is treated as substantially identical to the Trust) as a result
of the liquidation, even though no cash will be distributed to pay
taxes. Unit Holders should consult their own tax advisers in this
regard. (See "Tax Status".)

The Sponsor has agreed to effect the sales of underlying
securities for the Trustee in the case of the second and third options over a
period not to exceed 60 days immediately following the commencement of the
Liquidation Period. The Sponsor, on behalf of the Trustee, will sell the
distributed Securities as quickly as practicable, unless prevented by unusual
and unforeseen circumstances, such as, among other reasons, a suspension in
trading of a Security, the close of a stock exchange, outbreak of hostilities
and collapse of the economy. The Redemption Price Per Unit upon the settlement
of the last sale of Securities during the Liquidation Period will be distributed
to Unit Holders in redemption of such Unit Holders' interest in the Trusts.

Depending on the amount of proceeds to be invested in Units of
Rollover QUILTS and the amount of other orders for Units in Rollover QUILTS, the
Sponsor may purchase a large amount of securities for Rollover QUILTS in a short
period of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of and
demand for Securities, such sales may tend to depress the market prices and thus
reduce the proceeds of such sales. The Sponsor believes that the sale of
underlying Securities over a 60 day period as described above is in the best
interest of a Unit Holder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities. The
Securities may be sold in fewer than 60 days if, in the Sponsor's judgment, such
sales are in the best interest of Unit Holders. The Sponsor, in implementing
such sales of securities on behalf of the Trustee, will seek to maximize the
sales proceeds and will act in the best interests of the Unit Holders. There can
be no assurance, however, that any adverse price consequences of heavy trading
will be mitigated.

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Unit Holders who do not make any election will be deemed to
have elected to receive the Redemption Price per Unit in cash (option number 2).

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

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

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

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

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

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

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

The Trustee. The Trustee is The Chase Manhattan Bank (National
Association), a national banking association with its principal executive office
located at 1 Chase Manhattan Plaza, New York, New York 10081 and its unit
investment trust office at 770 Broadway, New York, New York 10003 (800)
428-8890. The Trustee is subject to the supervision by the Comptroller of the
Currency, the Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System.

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

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

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

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

The Evaluator. The Evaluator for the Trusts is Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc., with its main offices
located at 65 Broadway, New York, New York 10006. The Evaluator is a
wholly-owned subsidiary of McGraw Hill, Inc. The Evaluator is a registered
investment advisor and also provides financial information services.

The Trustee, the Sponsor and the Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Trust Agreement
shall be made in good faith upon the basis of the best information available to
it, provided, however, that the Evaluator shall be under no liability to the
Sponsor or Unit Holders for errors in judgment, except in cases of its own
willful misfeasance, bad faith, negligence or reckless disregard of its
obligation and duties. The Evaluator shall not be liable or responsible for
depreciation or losses incurred by reason of the purchase, sale or retention of
any Securities.

The Evaluator may resign or may be removed by the Sponsor and
Trustee, and the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within thirty
days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.

B-30
330608.2

<PAGE>

OTHER MATTERS

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

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

Legal Matters. The Investment Company Act of 1940 (the "Act")
limits the amounts that registered investment companies (such as the Trust) can
own of other registered investment companies (such as the Fund). However,
Section 12(d)(1)(E) of the Act would exempt the Trust from these limitations if
the Fund is the only "investment security" held by the Trust. While the term
"investment security" is not defined in Section 12(d) of the Act, it is defined
in another section of the Act to exclude government securities (such as the
Treasury Obligations) from its scope. Therefore, since the Trust only owns
shares of the Fund and Treasury Obligations it complies with the exception of
Section 12(d)(1)(E). Further, the Office of Chief Counsel of the Division of
Investment Management of the Securities and Exchange Commission granted the
Sponsor "no action" assurance on this issue.

DESCRIPTION OF CORPORATE BONDS RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds which are rate Aa are judged to be of high qualify
by all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A: Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

Baa: Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B-31
330608.2

<PAGE>

B: Bonds which are rated B generally lack characteristics of a
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa: Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger with respect
to principal or interest.

Ca: Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
market shortcomings.

C: Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

Unrated: Where no rating has been assigned or where a rating
has been suspended or withdrawn, it may be for reasons unrelated to the quality
of the issue.

Should no rating be assigned, the reason may be one of the
following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that
are not rated as a matter of policy.

3. There is a lack of essential data pertaining to the issue
or issuer.

4. The issue was privately based, in which case the rating is
not published in Moody's Investors Service, Inc.'s publications.

Suspension or withdrawal may occur if new and material
circumstances arise, the effects of which preclude satisfactory analysis; if
there is no longer available reasonable up-to-date data to permit a judgment to
be formed; if a bond is called for redemption; or for other reasons.

Note: Those bonds in the Aa, A, Baa, Ba and B groups which
Moody's believe possess the strongest investment attributes are designated by
the symbols Aa-1, A-1, Baa-1, and B-1.

STANDARD & POOR'S CORPORATION

AAA: Bonds rated AAA have the highest rating assigned by
Standard & Poor's Corporation ("S&P"). Capacity to pay interest and repay
principal is extremely strong.

AA: Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the higher rated issues only in small
degree.

A: Bonds rated A have a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds in the
highest rated categories.

BBB: Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for bonds in this category then in higher rated categories.

B-32
330608.2

<PAGE>

BB, B, CCC, CC, C: Bonds rated BB, B, CCC, CC and C are
regarded, on balance, as predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of this
obligation. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While such bonds will likely have some quality and
protective characteristics, they are outweighed by large uncertainties of major
risk exposures to adverse conditions.

C1: The rating C1 is reserve for income bonds on which no
interest is being paid.

D: Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.

Plus (+) or minus (-): The ratings from "AA" to "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

NR: Indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

B-33
330608.2

<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

(A Unit Investment Trust)

Opportunity Trust - 2001
Opportunity Trust - 2007

Prospectus Dated: March __, 1996

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

Evaluator:
Kenny S&P Evaluation Services
65 Broadway
New York, New York 10006

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

Table of Contents
Title Page

PART A
Summary of Essential Information................................ A-2
The Trusts.......................................................A-4
Independent Auditors' Report.................................... A-9
Statement of Condition......................................... A-10
Portfolio and Cash Flow Information.............................A-11
Underwriting Syndicates.........................................A-13

PART B
The Trusts.......................................................B-1
Risk Factors....................................................B-10
Public Offering.................................................B-13
Rights of Unit Holders .........................................B-16
Tax Status......................................................B-19
Liquidity.......................................................B-23
Trust Administration............................................B-25
Other Matters...................................................B-31
Description of Corporate Bond Ratings...........................B-31

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

330608.2

<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

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

ITEM B--CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents: The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.

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

The following exhibits:

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

99.1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 99.1.1.1 to
Amendment No. 1 to Form S-6 Registration Statement No.
333-00155 of Qualified Unit Investment Liquid Trust Series
("QUILTS"), Equity Strategic Ten, Series 1 and Equity
Strategic Five, on February 9, 1996 and incorporated herein
by reference).

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

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

99.2.1 - Form of Certificate (filed at Exhibit 99.2.1 to Amendment No.
1 to Form S-6 Registration Statement No. 333-00155 of
qualified Unit Investment Liquid Trust Series ("Quilts")
Equity Strategic Ten, Series 1 and Equity Strategic Five,
Series 1 on February 9, 1996 and incorporated herein by
reference).

- --------
* To be filed by Amendment.

II-i
344749.1

<PAGE>

*99.3.1 -- Opinion of Battle Fowler LLP as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the Prospectus,
and to the filing of their opinion regarding tax status of
the Trust.

*99.5.1 -- Consent of the Evaluator.

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

*99.27 -- Financial Data Schedules (for EDGAR filing only).

- --------
* To be filed by Amendment.

II-ii
344749.1

<PAGE>

UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Qualified Unit Investment Liquid Trust Series ("QUILTS") Opportunity
Trust - 2001 and Opportunity Trust - 2007 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of New York and State of New York on the 21st day of
March, 1996.

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")
OPPORTUNITY TRUST - 2001 AND OPPORTUNITY TRUST - 2007
(Registrant)

OCC DISTRIBUTORS
(Depositor)

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

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

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

NAME TITLE DATE

STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert

NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher

ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger

JOSEPH LAMOTTA* Director
Joseph LaMotta

ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez

*By: /s/ SUSAN A. MURPHY March 21, 1996
----------------------------
(Susan A. Murphy, Attorney-in-Fact)

- --------

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

II-iii
344749.1

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Unit Holders of
QUILTS Opportunity Trust - 2001 and Opportunity Trust - 2007

We have issued our report dated March __, 1996 on the Statements of Condition
and Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS")
Opportunity Trust - 2001 and Opportunity Trust - 2007 as of March __, 1996
contained in the Registration Statement on Form S-6 and the Prospectus. We
consent to the use of our report in the Registration Statement and Prospectus
and to the use of our name as it appears under the caption "Independent
Auditors."

BDO Seidman, LLP

New York, New York
March __, 1996

II-iv
344749.1