QUILTS OPPORTUNITY TRUST 2001 & OPPORTUNITY TRUST 2007, S-6EL24/A, 1996-08-05

QUILTS OPPORTUNITY TRUST 2001 & OPPORTUNITY TRUST 2007
S-6EL24/A, 1996-08-05

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1996

REGISTRATION NO. 333-01867

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

Pre-Effective Amendment No. 1
to

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
2002

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 10281

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 75 East 55th Street
Oppenheimer Capital New York, New York 10022
Two World Financial Center (212) 856-6858
225 Liberty Street
New York, New York 10281

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS") Opportunity Trust 2002 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.

- --------
* Previously paid.

C/M: 11205.0011 391053.1

<PAGE>

<TABLE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

Opportunity Trust 2002

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)

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

I. ORGANIZATION AND GENERAL INFORMATION

<S> <C>
1. (a) Name of trust.......................................... Front cover of Prospectus
(b) Title of securities issued............................. Front cover of Prospectus

2. Name and address of each depositor.......................... The Sponsor
3. Name and address of trustee................................. The Trustee
4. Name and address of principal underwriters.................. Distribution of Units
5. State of organization of trust.............................. Organization
6. Execution and termination of trust agreement................ Trust Agreement, Amendment and
Termination
7. Changes of name............................................. Not Applicable
8. Fiscal year................................................. Not Applicable
9. Litigation.................................................. None

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

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

11. Type of securities comprising units......................... Objectives, Portfolio, Portfolio Summary
12. Certain information regarding periodic payment
certificates................................................ Not Applicable
</TABLE>

C/M: 11205.0011 391053.1

<PAGE>

<TABLE>

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

<S> <C>
13. (a) Load, fees, expenses, etc.............................. Summary of Essential Information, Public
Offering Price, Market for Units, Volume and
Other Discounts, Sponsor's Profits, Trust
Expenses and Charges
(b) Certain information regarding periodic
payment certificates................................... Not Applicable
(c) Certain percentages.................................... Summary of Essential Information, Public
Offering Price, Market for Units, Volume
and Other Discounts
(d) Price differences...................................... Volume and Other Discounts, Distribution of
Units
(e) Other loads, fees, expenses............................ Book Entry Units
(f) Certain profits receivable by depositors,
principal underwriters, trustee or
affiliated persons..................................... Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to income...................... Not Applicable

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

III. Organization, Personnel and Affiliated Persons of Depositor

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

C/M: 11205.0011 391053.1

<PAGE>

<TABLE>

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

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

IV. Distribution and Redemption of Securities

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

iii

C/M: 11205.0011 391053.1

<PAGE>

<TABLE>

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

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

V. Information Concerning the Trustee or Custodian

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

VI. Policy of Registrant

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

VII. FINANCIAL AND STATISTICAL INFORMATION

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

C/M: 11205.0011 391053.1

<PAGE>

Subject to Completion Dated August 5, 1996

("QUILTS")

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES

A Unit Investment Trust

Opportunity Trust 2002

This Trust consists of a unit investment trust designated QUILTS
Opportunity Trust 2002 (the "Trust"). The Sponsor of the Trust is OCC
Distributors (the "Sponsor"). The objectives of the 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
Trust will fluctuate with fluctuations in the value of the underlying
Securities in the portfolio of the Trust. Therefore, Unit Holders who sell
their Units prior to termination of the Trust may receive more or less than
their original purchase price upon sale. The allocation between the Treasury
Obligations and the Fund Shares would seek to assure that an investor
purchasing Units in the Trust at inception would at least receive back the
original unit purchase price at the termination of the Trust from the maturity
value of the Treasury Obligations. The Sponsor cannot give assurance that the
Trust's 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 Trust may be suited for purchase by IRAs, self-employed retirement
plans (formerly Keogh Plans), pension, profit-sharing and other qualified
retirement plans. Investors considering participation in any such plan should
review specific tax laws and pending legislation related thereto and should
consult their attorneys or tax advisers with respect to the establishment and
maintenance of any such plan. (See "Retirement Plans" and "Tax Status" in Part
B of this Prospectus.)

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

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

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

PROSPECTUS PART A DATED AUGUST __,
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.

C/M: 11205.0006 330608.3

<PAGE>

QUILTS

Opportunity Trust 2002

SUMMARY OF ESSENTIAL INFORMATION AS OF AUGUST __, 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.)
<TABLE>

<S> <C>
CUSIP#: Evaluation Time: 4:00 P.M. New York Time.
Sponsor: OCC Distributors Minimum Purchase: 1,000 Units
Date of Deposit: August __, 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/___ 2002 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 4.0% 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
C/M: 11205.0006 330608.3

<PAGE>

QUALIFIED

UNIT INVESTMENT LIQUID TRUST SERIES

("QUILTS")

THE TRUST

This trust consists of a unit investment trust designated QUILTS
Opportunity Trust 2002 (the "Trust"). The Trust was created under the laws of
the State of New York by a Trust Indenture and Agreement (the "Trust
Agreement"), dated the Initial Date of Deposit, between OCC Distributors, as
sponsor (the "Sponsor"), The Chase Manhattan Bank, as trustee (the "Trustee")
and Kenny S&P Evaluation Services, as Evaluator. The Trust consists 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
Trust contains Treasury Obligations maturing approximately six years from the
Date of Deposit.

Objectives. The objectives of the 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, the Trust will elect to receive all distributions declared by the
Fund in cash. There is, of course, no assurance that the Trust's objectives
will be achieved.

The 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 the 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 the 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 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 Trust are likely to be
insignificant. The maximization of dividend income is not an objective of the
Trust. The Trust is "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 Trust will terminate
approximately six 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 ____________.

Portfolio Summary. $_________ face amount of Treasury Securities maturing
on ______________ and __________ Fund Shares were held in the Trust on the
initial Date of Deposit. The Trust on the initial Date of Deposit.

A-3
C/M: 11205.0006 330608.3

<PAGE>

Treasury Obligations and the Fund Shares represent __% and __%, respectively,
of the total of the aggregate offering side evaluation of Treasury Obligations
and the aggregate value of Fund Shares in the Trust on the initial Date of
Deposit.

With the deposit of the Securities in the Trust 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 the
Trust. During the 90 days subsequent to the initial Date of Deposit, the
Sponsor may, but is not obligated to, deposit from time to time additional
Securities in the Trust ("Additional Securities"), contracts to purchase
Additional Securities or cash (or a bank letter of credit in lieu of cash) with
instructions to purchase Additional Securities, maintaining to the extent
practicable the original proportionate relationship between the maturity amount
of Treasury Obligations and the number of Fund Shares in the portfolio of the
Trust 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 the Trust on the
initial Date of Deposit with the deposit of Additional Securities, because of,
among other reasons, purchase requirements, changes in prices, or the
unavailability of Securities. Deposits of Additional Securities in the Trust
subsequent to the 90-day period following the initial Date of Deposit must
replicate exactly the proportionate relationship between the Fund Shares and
Treasury Obligations in the Trust Portfolio at the end of the initial 90-day
period. The number and identity of Securities in the Trust will be adjusted to
reflect the disposition of Securities and/or the distribution with respect to
such Securities or the reinvestment of the proceeds distributed to Unit
Holders. The portfolio of the Trust 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 Trust----Substitution of Securities" in
Part B). As additional Units are issued by the Trust as a result of the deposit
of Additional Securities by the Sponsor, the aggregate value of the Securities
in the Trust will be increased and the fractional undivided interest in the
Trust represented by each unit will be decreased. As of the Date of Deposit,
Units in the Trust represent an undivided interest in the principal and net
income of the Trust in the ratio of one hundred Units for the indicated initial
aggregate value of Securities in Trust on the initial Date of Deposit as is set
forth in the Summary of Essential Information. (See "The Trust----Organization"
in Part B.) (For the specific number of Units in the Trust as of the Initial
Date of Deposit, see "Summary of Essential Information" in this Part A.)

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

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
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 Trust-- Oppenheimer Quest Opportunity Value Fund" in Part B of this
Prospectus.)

A-4
C/M: 11205.0006 330608.3

<PAGE>

RISK FACTORS

Investors should be aware of the risks which an investment in Units of the
Trust may entail. During the life of the Trust, 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 Trust is "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 Trust----Stripped U.S. Treasury Obligations.")
Although the Trust is 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 the 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 the
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 the 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 the Trust 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 4.0%
of the Public Offering Price or 4.167% of the net amount invested in Securities
per 1,000 Units of the 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 of Units and
other essential information regarding the Trust, see the "Summary of Essential
Information" for the Trust 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.

A-5
C/M: 11205.0006 330608.3

<PAGE>

DISTRIBUTIONS

Distributions of net income (other than amortized discount) and long-term
capital gains distributions received in respect to any of the Securities by the
Trust will be made by the Trust annually. The first dividend distribution 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 [ ]. (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 the 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 the Trust after the initial public offering
has been completed. The secondary market repurchase price will be based on the
market value of the Securities in the portfolio of the Trust. (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 the Trust 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 six years after the initial Date of Deposit for the Trust) (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trust and all Securities will be sold or distributed by the
Mandatory Termination Date. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trust. The Sponsor
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 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

A-6
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<PAGE>

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-7
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INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Unit Holders of
Qualified Unit Investment Liquid Trust Series ("QUILTS")
Opportunity Trust 2002

We have audited the accompanying Statement of Condition and Portfolio of
Qualified Unit Investment Liquid Trust Series ("QUILTS") Opportunity Trust 2002
as of August __, 1996. The statement is the responsibility of the Sponsor. Our
responsibility is to express an opinion on the Statement of Condition and
Portfolio based on our audit.

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

In our opinion, the accompanying Statement of Condition and Portfolio
present fairly, in all material respects, the financial position of QUILTS
Opportunity Trust 2002 as of August __, 1996 in conformity with generally
accepted accounting principles.

BDO SEIDMAN, LLP

New York, New York
August __, 1996

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QUILTS

OPPORTUNITY TRUST 2002

STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, AUGUST ___, 1996

TRUST PROPERTY

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.................................................... $
======

- ------------
(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 August ___, 1996. An
irrevocable letter of credit issued by ________________________ in an
aggregate amount of $ has been deposited with the Trustee to cover the
purchase of $ of Securities pursuant to contracts to purchase such
Securities.
(2) Organizational costs incurred by the Trust have been deferred and will be
amortized over a five year period. The Trust will reimburse the Sponsor
for actual organizational costs incurred. To the extent the Trust is
larger or smaller, the actual dollar amount reimbursed may vary.
(3) Aggregate public offering price computed on Units of QUILTS Opportunity
Trust 2002 on the basis set forth under "Public Offering--Offering
Price" in Part B.
(4) Sales charge of 4.0% computed on Units of QUILTS Opportunity Trust 2002
on the basis set forth under "Public Offering Price" in Part B.

A-9
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<PAGE>

QUILTS

Opportunity Trust 2002

PORTFOLIO
AS OF AUGUST __, 1996

<TABLE>
<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
August __, 1996.

(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-10
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<PAGE>

UNDERWRITING SYNDICATES

The names and addresses of the Underwriters of the Units and their
participation in the offering of QUILTS Opportunity Trust 2002 are as follows:

Name and Address

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

Underwriters

A-11

C/M: 11205.0006 330608.3

<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 2002

THE TRUST

Organization. This Trust consists of a unit investment trust designated
QUILTS Opportunity Trust 2002. The Trust was created under the laws of the
State of New York pursuant to a Trust Indenture and Agreement (the "Trust
Agreement") dated the Date of Deposit between OCC Distributors, as Sponsor, and
The Chase Manhattan Bank, 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
Trust----Substitution of Securities." The Sponsor may also, in certain
circumstances, direct the Trustee to dispose of certain Securities if the
Sponsor believes that, because of market or credit conditions, or for certain
other reasons, retention of the Security would be detrimental to Unit Holders.
(See "Trust Administration--Portfolio Supervision.")

As of the day prior to the initial Date of Deposit, a "Unit" represents an
undivided interest or pro rata share in the Securities of the Trust in the
ratio of one hundred Units for the indicated amount of the aggregate market
value of the Securities initially deposited in the Trust as is set forth in the
"Summary of Essential Information" for the Trust. To the extent that any Units
are redeemed by the Trustee, the fractional undivided interest or pro rata
share in the Trust represented by each unredeemed Unit will increase, although
the actual interest in the 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.

C/M: 11205.0006 330608.3

<PAGE>

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 the Trust 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 Trust 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 Trust----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 Trust as a result of the deposit of Additional Securities, the
aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased.

Objectives. The objectives of the Trust are to seek to achieve safety of
capital and to attempt to provide capital appreciation. In addition, it is the
Trust's objective to achieve growth in income with the growth in capital. The
Trust seeks 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 the Trust at inception would at least receive back the
original unit purchase price at the termination of the Trust from the maturity
value of the Treasury Obligations. There can be no assurance that the Trust's
investment objectives can be achieved.

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

In selecting Treasury Obligations for the Trust, 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 Trust, 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
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<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
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<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. The Trust will pay its pro
rata share of the Fund's total expenses.

<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%(6) 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) uring 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.
(6) This amount consists of: management fees of 1.00%; 12b-1 fees of .50%; and
other operating expenses of .19%.

B-4
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<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 be less available information concerning non-U.S. issuers of
securities held by the Fund than is available

B-5
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<PAGE>

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 more than 10% of the
voting securities of any one issuer; (b) Purchase more than 10% of any class

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<PAGE>

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.

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

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<PAGE>

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.

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

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<PAGE>

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 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

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<PAGE>

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 the Trust, the
Trustee shall, within five days thereafter, notify all Unit Holders of the
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 Trust is not a "managed registered investment company" and Securities will
not be sold by the Trustee as a result of ordinary market fluctuations.
Additionally, the Trust 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 Trust, are not subject to such frequent
changes based upon continuous analysis. However, the Sponsor may direct the
disposition by the Trustee of Securities upon the occurrence of certain events.
(See "Trust Administration--Portfolio Supervision.") Some of the Securities in
the Trust may also be owned by other clients of the Sponsor and its affiliates.
However, because these clients may have differing investment objectives, the
Sponsor may sell certain Securities from those accounts in instances where a
sale by the Trust would be impermissible, such as to maximize return by taking
advantage of market fluctuations. (See "Trust Administration--Portfolio
Supervision" below.) Potential investors also should be aware that the Sponsor
may change its views as to the investment merits of any of the Securities
during the life of the Trust and therefore should consult their own financial
advisers with regard to a purchase of Units. In addition, investors should be
aware that the Sponsor, and its affiliates, currently act and will continue to
act as investment adviser for managed investment companies and managed private
accounts that may have similar or different investment objectives from the
Trust. Some of the Securities in the Trust may also be owned by these other
clients of the Sponsor and its affiliates. However, because these clients have
"managed" portfolios and may have differing investment objectives, the Sponsor
may sell certain Securities from those accounts in instances where a sale by
the Trust would be impermissible, such as to maximize return by taking
advantage of market fluctuation. Investors should consult with their own
financial advisers prior to investing in the Trust to determine its
suitability. (See "Trust Administration--Portfolio Supervision.") All the
Securities in

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<PAGE>

the Trust are liquidated or distributed during a 60 day period at the
termination of the life of the Trust. Since the Trust will not sell Securities
in response to ordinary market fluctuation, but only at the Trust's termination
or upon the occurrence of certain events, the amount realized upon the sale of
the Securities may not be the highest price attained by an individual Security
during the life of the Trust.

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 Trust, 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 Trust in the same manner and ratio on all proposals
as the vote of owners of Fund Shares not held by the Trust.

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 Trust. An investment in Units of the Trust
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 the 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 THE 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, the 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 the 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.

In the event of the early termination of the Trust, 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

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<PAGE>

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 Trust, 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 the 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 Trust will not sell Securities in response to ordinary market fluctuation,
but only at the 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 the 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 Trust's 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 the Trust. To the extent the price
of a Security increases or decreases between the time cash is deposited with
instructions to purchase the Security at the time the cash is used to purchase
the Security, Units may represent less or more of that Security and more or
less of the other Securities in the Trust. In addition, brokerage fees (if any)
incurred in purchasing Securities with cash deposited with instructions to
purchase the Securities will be an expense of the Trust. Price fluctuations
between the time of deposit and the time the Securities are purchased, and
payment of brokerage fees, will

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<PAGE>

affect the value of every Unit Holder's Units and the Income per Unit received
by the Trust. In particular, Unit Holders who purchase Units during the initial
offering period would experience a dilution of their investment as a result of
any brokerage fees paid by the Trust during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trust will try to purchase Securities as near as possible to the Evaluation
Time or at prices as close as possible to the prices used to evaluate Trust
Units at the Evaluation Time.

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 the Trust is
equal to the aggregate value of the underlying Securities (the price at which
they could be directly purchased by the public assuming they were available) in
the Trust divided by the number of Units outstanding plus a sales charge of
4.0% of the Public Offering Price (excluding any transaction fees) or 4.167% of
the net amount invested in Securities per 1,000 Units of the 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 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,

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<PAGE>

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

Less than $25,000 4.00% 0.00% 4.00% 3.00%
$25,000 but less than $50,000 4.00% 0.25% 3.75% 2.90%
$50,000 but less than $100,000 4.00% 0.50% 3.50% 2.75%
$100,000 and above* 4.00% 0.75% 3.25% 2.50%
</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 permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are permitted under such
Act. In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

The Sponsor intends to qualify the Units of the Trust for sale in the
following states: Arkansas, California, Connecticut, District of Columbia,
Florida, Georgia, Illinois, Maryland, Mississippi, Nevada, New Jersey, New
York, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas and
Virginia. Additional states may be added from time to time.

- --------
* For any transactions of 250,000 Units or more or over $250,000, the
Sponsor intends to negotiate the applicable sales charge and such charge
will be disclosed to any such purchaser.

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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 3.0% of the Public Offering Price per
1,000 Units (equivalent to 3.093% of the net amount invested in the Securities
of the Trust). Additionally, the Sponsor may realize a profit on the deposit of
the Securities in the Trust representing the difference between the cost of the
Securities to the Sponsor and the cost of the Securities to the Trust (see
"Portfolio" in Part A). The Sponsor may realize profits or sustain losses with
respect to Securities deposited in the Trust which were acquired from
underwriting syndicates of which it was a member.

The Sponsor 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 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."

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RIGHTS OF UNIT HOLDERS

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

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

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

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

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<PAGE>

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 Trust 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 Trust, and the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each 1,000 Units outstanding on the last
business day of such calendar year; (b) as to the Principal Account: the dates
of disposition of any Securities and the net proceeds received therefrom,
deductions for payments of applicable taxes and fees and expenses of the Trust,
amounts paid for purchases of Substitute Securities and redemptions of Units,
if any, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 1,000 Units outstanding on the last business day of such
calendar year; (c) a list of the Securities held, a list of Securities
purchased, sold or otherwise disposed of during the calendar year and the
number of Units outstanding on the last business day of such calendar year; (d)
the Redemption Price per 1,000 Units based upon the last computation thereof
made during such calendar year; and (e) amounts actually distributed to Unit
Holders during such calendar year from the Income and Principal Accounts,
separately stated, of the Trust, expressed both as total dollar amounts and as
dollar amounts representing the pro rata share of each 1,000 Units outstanding
on the last business day of such calendar year.

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

Expenses and Charges.

Initial Expenses

All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the Trust
Agreement, the initial fees and expenses of the Trustee, legal expenses and
other actual out-of-pocket expenses, will be paid by the Trust and amortized
over 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 Trust.

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<PAGE>

Fees

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

The Trustee will receive, for its ordinary recurring services to the
Trust, an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. 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 Trust 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 Trust: all
expenses (including audit and counsel fees) of the Trustee incurred and
advances made in connection with its activities under the Trust Agreement,
including annual audit expenses of independent public accountants selected by
the Sponsor (so long as the Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds 50 cents per 1,000 Units), the
expenses and costs of any action undertaken by the Trustee to protect the
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 Trust;
indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as sponsors of the Trust without gross negligence, bad faith
or willful misconduct on its part; and all taxes and other governmental charges
imposed upon the Securities or any part of the Trust (no such taxes or charges
are being levied, made or, to the knowledge of the Sponsor, contemplated). The
above expenses, including the Trustee's fees, when paid by or owing to the
Trustee are secured by a first lien on the Trust to which such expenses are
charged. In addition, the Trustee is empowered to sell the Securities in order
to make funds available to pay all expenses.

The 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.

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<PAGE>

TAX STATUS

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

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

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

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

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

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

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

For Federal income tax purposes, a Unit Holder's pro rata portion of
dividends paid with respect to a Security held by a Trust are taxable as
ordinary income to the extent of such corporation's 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 Trust 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

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<PAGE>

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 Trust 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 Trust 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 Trust 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, 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

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<PAGE>

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 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

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<PAGE>

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 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 Trust
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

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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 Trust.

LIQUIDITY

Sponsor Repurchase. The Sponsor, although not obligated to do so,
currently intends to maintain a secondary market for the Units and continuously
to offer to repurchase the Units. The Sponsor's secondary market repurchase
price after the initial public offering is completed, will be based on the
aggregate value of the Securities in the portfolio of the Trust 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 Trust. 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 10281. Units received after
4 P.M., New York Time, will be deemed to have been repurchased on the next
business day. In the event a market is not maintained for the Units, a Unit
Holder may be able to dispose of Units only by tendering them to the Trustee
for redemption.

Units purchased by the Sponsor in the secondary market may be reoffered
for sale by the Sponsor at a price based on the aggregate offering price of the
Securities in the Trust plus a 4.0% sales charge (4.167% of the net amount
invested), plus a pro rata portion of amounts, if any, in the Income Account.
Any Units that are purchased by the Sponsor in the secondary market also may be
redeemed by the Sponsor if it determines such redemption to be in its best
interest.

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

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

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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 Trust. While these minimum
amounts may vary from time to time in accordance with market conditions, the
Sponsor believes that the minimum amounts which would be specified would be
approximately 100 shares for readily marketable Securities.

The Redemption Price per Unit is the pro rata share of the Unit in the
Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust as determined by the 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 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 the Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee in lieu of a cash redemption a distribution of shares of Securities
and cash in an amount and value equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. To the extent possible,
in kind distributions ("In Kind Distributions") shall be made by the Trustee
through the distribution of each of the Securities in book-entry form to the
account of the Unit Holder's bank or broker-dealer at The Depository Trust
Company. An In Kind Distribution will be reduced by customary transfer and
registration charges. The tendering Unit Holders will receive his pro rata
number of whole shares of

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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 Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolio of the Trust, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the 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. in stitution of certain legal proceedings;

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

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

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

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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 Trust subsequent to the 90-day period following the Initial
Date of Deposit must replicate exactly the proportionate relationship among the
shares of each Security in the portfolio of the Trust at the end of the initial
90-day period.

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

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

The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the 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 Trust shall
terminate upon the maturity, redemption or other disposition, as the case may
be, of the last of the Securities held in the Trust but in no event is it to
continue beyond the Mandatory Termination Date. If the value of the Trust shall
be less than the minimum amount set forth under "Summary of Essential
Information" in Part A, the Trustee may, in its discretion, and shall, when so
directed by the Sponsor, terminate the Trust. The Trust may also be terminated
at any time with the consent of the holders of 100% of the Units

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then outstanding. The Trustee may utilize the services of the Sponsor for the
sale of all or a portion of the Securities in the Trust. 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 Trust as set forth
below.

2. to receive in cash such Unit Holder's pro rata share of the net
asset value of the Trust derived from the sale by the Sponsor as the agent
of the Trustee of the underlying Securities over a period not to exceed 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

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 Trust
described in this Prospectus, and that a similar procedure for redemption,
liquidation and investment in subsequent series of the 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

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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 R0edemption Price Per Unit upon the settlement of
the last sale of Securities during the Liquidation Period will be distributed
to Unit Holders in redemption of such Unit Holders' interest in the Trust.

Depending on the amount of proceeds to be invested in Units of Rollover
QUILTS and the amount of other orders for Units in Rollover QUILTS, the Sponsor
may purchase a large amount of securities for Rollover QUILTS in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of
and demand for Securities, such sales may tend to depress the market prices and
thus reduce the proceeds of such sales. The Sponsor believes that the sale of
underlying Securities over a 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.

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.

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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, 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 Superintendent
of Banks of the State of New York, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System.

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

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

The Trustee may resign by executing an instrument in writing and filing
the same with the Sponsor, and mailing a copy of a notice of resignation to all
Unit Holders. In such an event the Sponsor is obligated to appoint a successor
Trustee as soon as possible. In addition, if the Trustee becomes incapable of
acting or becomes bankrupt or its affairs are taken over by public authorities,
the Sponsor may remove the Trustee and appoint a successor as provided in the
Trust Agreement. Notice of such removal and appointment shall be mailed to each
Unit Holder by the Sponsor. If upon

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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 Trust 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.

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 Statement of Condition and Portfolio 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

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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: 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:

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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.

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.

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Qualified Unit Investment Liquid Trust Series ("QUILTS")

(A Unit Investment Trust)

Opportunity Trust 2002

Prospectus Dated: August __, 1996
<TABLE>

Sponsor: Trustee: Evaluator:
OCC Distributors The Chase Manhattan Bank Kenny S&P Evaluation Services
Two World Financial Center 770 Broadway 65 Broadway
225 Liberty Street New York, New York 10003 New York, New York 10006
New York, New York 10281 (800) 428-8890
(800) 628-6664
</TABLE>

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

Table of Contents

Title Page

PART A

Summary of Essential Information...............................
The Trust......................................................
Independent Auditors' Report...................................
Statement of Condition.........................................
Portfolio and Cash Flow Information............................
Underwriting Syndicates........................................

PART B

The Trust...................................................... 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 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.

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<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

The employees of OCC 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 (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.

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<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

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<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 2002 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 5th day of August 1996.

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")
OPPORTUNITY TRUST 2002
(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.
<TABLE>

<CAPTION>
NAME TITLE DATE

<S> <C> <C>
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 August 5, 1996
(Susan A. Murphy, Attorney-in-Fact)
</TABLE>

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

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<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Unit Holders of
QUILTS Opportunity Trust 2002

We have issued our report dated August __, 1996 on the Statement of Condition
and Portfolio of Qualified Unit Investment Liquid Trust Series ("QUILTS")
Opportunity Trust 2002 as of August __, 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
August __, 1996

II-iv

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