FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 156
487, 1996-09-24
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                                      Registration No.  333-08513
                                           1940 Act No. 811-05903
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                   Amendment No. 2 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:

      The First Trust Special Situations Trust, Series 156

B.   Name of depositor:

                      NIKE SECURITIES L.P.

C.   Complete address of depositor's principal executive offices:

                      1001 Warrenville Road
                     Lisle, Illinois  60532

D.        Name and complete address of agents for service:

                                        Copy to:
     JAMES A. BOWEN                     ERIC F. FESS
     c/o Nike Securities L.P.           c/o Chapman and Cutler
     1001 Warrenville Road              111 West Monroe Street
     Lisle, Illinois  60532             Chicago, Illinois 60603

E.   Title and Amount of Securities Being Registered:

     An indefinite number of Units pursuant to Rule 24f-2
     promulgated under the Investment Company Act of 1940, as
     amended

F.   Proposed Maximum Aggregate Offering Price to the Public of
     the Securities Being Registered:  Indefinite

G.   Amount of Filing Fee (as required by Rule 24f-2):  $500.00*

H.   Approximate date of proposed sale to public:

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

|XXX|Check  box  if it is proposed that this filing  will  become
     effective  on  September 24, 1996 at 2:00 p.m.  pursuant  to
     Rule 487.
                ________________________________
                                
*Previously paid
      THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 156

                      Cross-Reference Sheet

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

 Form N-8B-2 Item Number              Form S-6 Heading in Prospectus
                                
                                
            I.  ORGANIZATION AND GENERAL INFORMATION

1.   (a)  Name of trust                    Prospectus front cover
     (b)  Title of securities issued       Summary of Essential
                                           Information

2.   Name and address of each depositor    Information as to
                                           Sponsor, Trustee and
                                           Evaluator

3.   Name and address of trustee           Information as to
                                           Sponsor, Trustee and
                                           Evaluator

4.   Name and address of principal         Information as to
     underwriters                          Sponsor, Trustee and
                                           Evaluator

5.   State of organization of trust        The First Trust
                                           Special Situations
                                           Trust

6.   Execution and termination of          Other Information
     trust agreement

7.   Changes of name                          *

8.   Fiscal year                              *

9.   Litigation                               *
                                
                                
II.  GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10.  (a)  Registered or bearer             Public Offering
          securities

     (b)  Cumulative or distributive       The First Trust
          securities                       Special Situations
                                           Trust

     (c)  Redemption                       Rights of Unitholders

     (d)  Conversion, transfer, etc.       Rights of Unitholders

     (e)  Periodic payment plan               *

     (f)  Voting rights                    Rights of Unitholders

     (g)  Notice of certificateholders     Other Information

     (h)  Consents required                Rights of Unitholders;
                                           Other Information

     (i)  Other provisions                 The First Trust
                                           Special Situations
                                           Trust

11.  Types of securities comprising        The First Trust
     units                                 Special
                                           Situations Trust
                                            Schedule of
                                           Investments

12.  Certain information regarding
     periodic payment certificates            *

13.  (a)  Load, fees, expenses, etc.       Summary of Essential
                                           Information; Public
                                           Offering; The First
                                           Trust Special
                                           Situations Trust
     (b)  Certain information regarding
          periodic payment certificates       *

     (c)  Certain percentages              Summary of Essential
                                           Information; The
                                           First Trust Special
                                           Situations Trust;
                                           Public Offering

     (d)  Certain other fees, etc.
          payable  by holders              Rights of Units
                                           Holders

     (e)  Certain profits receivable
          by depositor, principal,
          underwriters, trustee or         The First Trust
          affiliated persons               Special
                                           Situations Trust

     (f)  Ratio of annual charges             *
          to income

14.  Issuance of trust's securities        Rights of Unit Holders

15.  Receipt and handling of payments
     from purchasers                          *

16.  Acquisition and disposition of
     underlying securities                 The First Trust
                                           Special Situations
                                           Trust; Rights of Unit
                                           Holders;

17.  Withdrawal or redemption              The First Trust
                                           Special Situations
                                           Trust; Public
                                           Offering; Rights of
                                           Unit Holders

18.  (a)  Receipt, custody and             Rights of Unit Holders
          disposition  of income

     (b)  Reinvestment of distributions    Rights of Unit Holders

     (c)  Reserves or special funds        Information as to
                                           Sponsor, Trustee and
                                           Evaluator

     (d)  Schedule of distributions           *

19.  Records, accounts and reports         Rights of Unit Holders

20.  Certain miscellaneous provisions
     of trust agreement

     (a)  Amendment                        Other Information

     (b)  Termination                      Other Information

     (c)  and (d) Trustee, removal         Information as
          and successor                    to Sponsor, Trustee
                                           and Evaluator

     (e)  and (f) Depositor, removal       Information as
          and successor                    to Sponsor, Trustee
                                           and Evaluator

21.  Loans to security holders                *

22.  Limitations on liability              The First Trust
                                           Special Situations
                                           Trust;
                                            Information as to
                                           Sponsor, Trustee
                                           and Evaluator

23.  Bonding arrangements                  Contents of
                                           Registration
                                           Statement

24.  Other material provisions             *
     of trust agreement


III.  ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25.  Organization of depositor             Information as to
                                           Sponsor, Trustee and
                                           Evaluator

26.  Fees received by depositor               *

27.  Business of depositor                 Information as to
                                           Sponsor, Trustee and
                                           Evaluator

28.  Certain information as to
     officials and affiliated                 *
     persons of depositor

29.  Voting securities of depositor           *

30.  Persons controlling depositor            *

31.  Payment by depositor for certain
     services rendered to trust               *

32.  Payment by depositor for certain
     other services rendered to trust         *

33.  Remuneration of employees of
     depositor for certain services
     rendered to trust                        *

34.  Remuneration of other persons
     for certain services rendered            *
     to trust
                                
                                
                IV.  DISTRIBUTION AND REDEMPTION

35.  Distribution of trust's               Public Offering
     securities by states

36.  Suspension of sales of trust's
     securities                               *

37.  Revocation of authority to               *
     distribute

38.  (a)  Method of distribution           Public Offering

     (b)  Underwriting agreements          Public Offering

     (c)  Selling agreements               Public Offering

39.  (a)  Organization of principal        Information as
          underwriters                     to Sponsor, Trustee
                                           and Evaluator

     (b)  N.A.S.D. membership of
          principal underwriters           Information as to
                                           Sponsor, Trustee and
                                           Evaluator


40.  Certain fees received by              See Items 13(a) and
     principal underwriters                13(e)

41.  (a)  Business of principal            Information as to
          underwriters                     Sponsor, Trustee and
                                           Evaluator

     (b)  Branch offices of
          principal underwriters              *

     (c)  Salesmen of principal               *
          underwriters

42.  Ownership of trust's securities
     by certain persons                       *

43.  Certain brokerage commissions
     received by principal                    *
     underwriters

44.  (a)  Method of valuation              Summary of Essential
                                           Information; The
                                           First Trust Special
                                           Situations Trust,
                                           Public Offering

     (b)  Schedule as to offering             *
          price

     (c)  Variation in offering            Public Offering
          price to certain persons

45.  Suspension of redemption rights          *

46.  (a)  Redemption valuation             Rights of Unit Holders

     (b)  Schedule as to redemption           *
          price

47.  Maintenance of position in            Public Offering;
     underlying securities                 Rights
                                           of Unit Holders
                                
                                
       V.  INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48.  Organization and regulation of        Information as
     trustee                               to Sponsor, Trustee
                                           and Evaluator

49.  Fees and expenses of trustee          The First Trust
                                           Special Situations
                                           Trust

50.  Trustee's lien                        The First Trust
                                           Special Situations
                                           Trust
                                
                                
     VI.  INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
                           SECURITIES

51.  Insurance of holders of
     trust's Securities                       *
                                
                                
                   VII.  POLICY OF REGISTRANT

52.  (a)  Provisions of trust              The First Trust
          agreement with respect to        Special
          selection or elimination of      Situations Trust;
          underlying securities            Rights of Unit Holders


     (b)  Transactions involving
          elimination of underlying           *
          securities

     (c)  Policy regarding substitution    The First Trust
          or elimination of underlying     Special
          securities                       Situations Trust;
                                           Rights of Unit Holders

     (d)  Fundamental policy not
          otherwise covered                   *

53.  Tax status of Trust                   The First Trust
                                           Special Situations
                                           Trust
                                
                                
          VIII.  FINANCIAL AND STATISTICAL INFORMATION

54.  Trust's securities during                *
     last ten years

55.

56.

57.  Certain information regarding
      period payment certificates             *

58.

59.  Financial statements                  Report of Independent
     (Instruction 1(c) to Form S-6)        Auditors; Statement of
                                           Net Assets




* Inapplicable, answer negative or not required.

   
            Dorsey, Wright Sector Trusts, Healthcare Series 1
    

   
The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 156 (the "Trust") is a unit investment trust consisting of
a portfolio of common stocks issued by healthcare companies which were
selected by Dorsey, Wright & Associates using the Relative Strength
formula and Point and Figure method of technical analysis. This
analysis, as performed by Dorsey, Wright & Associates, is used to select
sectors of the economy and individual securities within such sectors
which show strong potential for capital appreciation. Dorsey, Wright &
Associates and Nike Securities L.P. have teamed up to use their
respective areas of expertise to create unit investment trusts which
incorporate the analysis of Dorsey, Wright & Associates.
    

The objective of the Trust is to provide for potential capital
appreciation by investing the Trust's portfolio in common stocks (the
"Equity Securities") issued by healthcare companies selected by Dorsey,
Wright & Associates using the Relative Strength formula and Point and
Figure method of technical analysis. The Trust has a mandatory
termination date ("Mandatory Termination Date" or "Trust Ending Date")
as set forth under "Summary of Essential Information." There is, of
course, no guarantee that the objective of the Trust will be achieved.
Each Unit of the Trust represents an undivided fractional interest in
all the Equity Securities deposited in the Trust. 

The Equity Securities deposited in the Trust's portfolio have no fixed
maturity date and the value of these underlying Equity Securities will
fluctuate with changes in the values of stocks in general. See
"Portfolio."

The Sponsor may, from time to time during a period of up to
approximately 360 days after the Initial Date of Deposit, deposit
additional Equity Securities in the Trust or cash (including a letter of
credit) with instructions to purchase additional Equity Securities in
the Trust. Such deposits of additional Equity Securities or cash will,
therefore, be done in such a manner that the original proportionate
relationship amongst the individual issues of the Equity Securities
shall be maintained. Any deposit by the Sponsor of additional Equity
Securities, or the purchase of additional Equity Securities pursuant to
a cash deposit, will duplicate, as nearly as is practicable, the
original proportionate relationship established on the Initial Date of
Deposit, and not the actual proportionate relationship on the subsequent
date of deposit, since the two may differ. Any such difference may be
due to the sale, redemption or liquidation of any Equity Securities
deposited in the Trust on the Initial, or any subsequent, Date of
Deposit. See "What is the First Trust Special Situations Trust?" and
"How May Equity Securities be Removed from the Trust?" 

   
Public Offering Price. The Public Offering Price per Unit of the Trust
during the initial offering period is equal to the aggregate underlying
value of the Equity Securities in the Trust (generally determined by the
closing sale prices of listed Equity Securities and the ask prices of
over-the-counter traded Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of the Trust,
plus a deferred sales charge initially equal to $0.34 per Unit. This
deferred sales charge will be assessed on a monthly basis over a ten-
month period. Commencing on November 29, 1996, and on the last business
day of each month thereafter, through August 29, 1997, a deferred sales
charge of $.034 will be assessed per Unit per month. Units purchased
subsequent to the initial deferred sales charge payment but still during
the initial offering period will be charged the amount of the previously
collected deferred sales charge at the time of purchase and will be
subject to the remaining deferred sales charge payments not yet
collected. The deferred sales charge will be paid from funds in the
Income and/or Capital Accounts, if sufficient, or from the periodic sale
of Equity Securities. The total maximum sales charge assessed to Unit
holders on a per Unit basis will be $0.34 (which on the Initial Date of
Deposit is equivalent to 3.4% of the Public Offering 
    

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

                          Nike Securities L.P.
              Sponsor of First Trust (registered trademark)
                             1-800-621-9533

   
            The date of this Prospectus is September 24, 1996
    

Page 1                                                                   

   
Price), subject to a reduction beginning October 1, 1997. The total
maximum sales charge which may be assessed to Unit holders on a per Unit
basis is 3.9% of the Public Offering Price (equivalent to a maximum of
4.058% of the net amount invested, exclusive of the deferred sales
charge). A pro rata share of accumulated dividends, if any, in the
Income Account is included in the Public Offering Price. Upon completion
of the deferred sales charge period, the secondary market Public
Offering Price per Unit will not include deferred payments, but will
instead include only a one-time initial sales charge of 3.4% of the
Public Offering Price (equivalent to 3.520% of the net amount invested).
The minimum amount which an investor may purchase in the Trust is $1,000
($250 for an Individual Retirement Account or other retirement plans).
The sales charge is reduced on a graduated scale for sales involving at
least $50,000. See "How is the Public Offering Price Determined?"
    

UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY BANK, AND UNITS ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION AND INVOLVE INVESTMENT RISK
INCLUDING LOSS OF PRINCIPAL.

Dividend and Capital Distributions. Distributions of dividends and
capital, if any, received by the Trust, net of expenses of the Trust,
will be paid on the Distribution Date to Unit holders of record on the
Record Date as set forth in the "Summary of Essential Information."
Distributions of funds in the Capital Account, if any, will be made at
least annually in December of each year. Any distribution of income
and/or capital will be net of the expenses of the Trust. See "What is
the Federal Tax Status of Unit Holders?" Additionally, upon termination
of the Trust, the Trustee will distribute, upon surrender of Units for
redemption, to each Unit holder his pro rata share of the Trust's
assets, less expenses, in the manner set forth under "Rights of Unit
Holders-How are Income and Capital Distributed?"

   
Secondary Market for Units. After the initial offering period, while
under no obligation to do so, the Sponsor intends to maintain a market
for Units of the Trust and offer to repurchase such Units at prices
which are based on the aggregate underlying value of Equity Securities
in the Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid prices of over-the-counter traded Equity
Securities) plus or minus cash, if any, in the Capital and Income
Accounts of the Trust. If a secondary market is maintained during the
initial offering period, the prices at which Units will be repurchased
will also be based upon the aggregate underlying value of the Equity
Securities in the Trust (generally determined by the closing sale prices
of listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus cash, if any, in the Capital and
Income Accounts of the Trust. If a secondary market is not maintained, a
Unit holder may redeem Units through redemption at prices based upon the
aggregate underlying value of the Equity Securities in the Trust
(generally determined by the closing sale prices of listed Equity
Securities and the bid prices of over-the-counter traded Equity
Securities) plus or minus a pro rata share of cash, if any, in the
Capital and Income Accounts of the Trust. A Unit holder tendering 2,500
Units or more for redemption may request a distribution of shares of
Equity Securities (reduced by customary transfer and registration
charges) in lieu of payment in cash. Units sold or tendered for
redemption prior to such time as the entire deferred sales charge has
been collected will be assessed the amount of the remaining deferred sales
charge at the time of sale or redemption. See "How May Units be Redeemed?"
    

Termination. Commencing on the Mandatory Termination Date, Equity
Securities will begin to be sold in connection with the termination of
the Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of the Trust specifying the time or times at which Unit holders may
surrender their certificates for cancellation shall be given by the
Trustee to each Unit holder at his address appearing on the registration
books of the Trust maintained by the Trustee. At least 60 days prior to
the Mandatory Termination Date of the Trust, the Trustee will provide
written notice thereof to all Unit holders and will include with such
notice a form to enable Unit holders to elect a distribution of shares
of Equity Securities (reduced by customary transfer and registration
charges) if such Unit holder owns at least 2,500 Units of the Trust,
rather than to receive payment in cash for such Unit holder's pro rata
share of the amounts realized upon the disposition by the Trustee of
Equity Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least five business days
prior to the Mandatory Termination Date of the Trust. Unit holders not
electing a distribution of shares of Equity Securities will receive a
cash distribution within a reasonable time after the Trust is
terminated. See "Rights of Unit Holders-How are Income and Capital
Distributed?"

Page 2                                                                   

Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the possible deterioration of either the financial condition of
the issuers of the Equity Securities or the general condition of the
stock market, changes in interest rates and economic recession.
Volatility in the market price of the Equity Securities in the Trust
also changes the value of the Units of the Trust. Unit holders tendering
Units for redemption during periods of market volatility may receive
redemption proceeds which are more or less than they paid for the Units.
The Trust's portfolio is not managed and Equity Securities will not be
sold by the Trust regardless of market fluctuations, although certain
Equity Securities may be sold under certain limited circumstances. See
"What are Equity Securities?-Risk Factors."

Page 3                                                                   

                                         Summary of Essential Information
   
                At the Opening of Business on the Initial Date of Deposit
                              of the Equity Securities-September 24, 1996
    

              Sponsor:   Nike Securities L.P.
              Trustee:   The Chase Manhattan Bank
            Evaluator:   First Trust Advisors L.P.

<TABLE>
<CAPTION>

General Information                                                                                                          
<S>                                                                                                         <C>              
Initial Number of Units (1)                                                                                   15,052          
Fractional Undivided Interest in the Trust per Unit (1)                                                     1/15,052         
Public Offering Price:                                                                                                       
   Aggregate Offering Price Evaluation of Equity Securities in Portfolio (2)                                $150,520         
   Aggregate Offering Price Evaluation of Equity Securities per Unit                                        $ 10.000          
   Maximum Sales Charge 3.4% of the Public Offering Price per Unit                                                           
     (3.4% of the net amount invested, exclusive of the deferred sales charge) (3)                          $   .340          
   Less Deferred Sales Charge per Unit                                                                      $  (.340)         
   Public Offering Price per Unit (3)                                                                       $ 10.000          
Sponsor's Initial Repurchase Price per Unit                                                                 $  9.660          
Redemption Price per Unit (based on aggregate underlying                                                                     
   value of Equity Securities less the deferred sales charge) (4)                                           $  9.660          

</TABLE>

<TABLE>
<CAPTION>

<S>                                        <C>                                                                              
CUSIP Number                               33718R 740                                                                       
First Settlement Date                      September 27, 1996                                                               
Mandatory Termination Date                 October 1, 1998                                                                  
Discretionary Liquidation Amount           The Trust may be terminated if the value thereof is less than the lower of       
                                           $2,000,000 or 20% of the total value of Equity Securities deposited in the       
                                           Trust during the primary offering period.                                        
Trustee's Annual Fee                       $.0096 per Unit outstanding.                                                     
Evaluator's Annual Fee                     $.0030 per Unit outstanding, payable to an affiliate of the Sponsor.             
                                           Evaluations for purposes of sale, purchase or redemption of Units are made as    
                                           of the close of trading (generally 4:00 p.m. Eastern time) on the New York       
                                           Stock Exchange on each day on which it is open.                                  
Supervisory Fee (5)                        Maximum of $.0035 per Unit outstanding annually payable to an affiliate of the   
                                           Sponsor.                                                                         
Estimated Annual Amortization of                                                                                            
    Organizational and Offering Costs (6)  $.0090 per Unit.                                                                  
Income Distribution Record Date            Fifteenth day of each June and December commencing December 15, 1996.            
Income Distribution Date (7)               Last day of each June and December commencing December 31, 1996.                 

</TABLE>

[FN]
_____________

(1) As of the close of business on the Initial Date of Deposit, the
number of Units of the Trust may be adjusted so that the Public Offering
Price per Unit will equal approximately $10.00. Therefore, to the extent
of any such adjustment, the fractional undivided interest per Unit will
increase or decrease accordingly, from the amounts indicated above.

(2) Each Equity Security listed on a national securities exchange or the
NASDAQ National Market System is valued at the last closing sale price,
or if no such price exists or if the Equity Security is not so listed,
at the closing ask price thereof.

(3) The maximum sales charge consists solely of a deferred sales charge.
The total deferred sales charge amount will equal $0.34 per Unit, which
will be assessed over a ten-month period. Thus, Unit holders will pay a
deferred sales charge of $.034 per Unit per month commencing November
29, 1996 and on the last business day of each month thereafter through
August 29, 1997. Subsequent to the Initial Date of Deposit, the amount
of the sales charge as a percentage of the Public Offering Price will
vary with changes in the aggregate underlying value of the Equity
Securities in the Trust. During the initial offering period, Units
purchased subsequent to the initial deferred sales charge payment will
be charged the amount of the previously collected deferred sales charge
at the time of purchase and will be subject to the remaining deferred
sales charge payments not yet collected. These deferred sales charge
payments will be paid from funds in the Income and/or Capital Accounts,
if sufficient, or from the periodic sale of Equity Securities. See "Fee
Table" and "Public Offering" for additional information. Commencing on
September 2, 1997, the secondary market sales charge will not include a
deferred sales charge, but will instead include only a one-time initial
sales charge of 3.4% of the Public Offering Price which will decrease on
October 1, 1997 to a minimum sales charge of 2.9% as described under
"Public Offering." On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Equity Securities at the opening of business on the Initial Date of
Deposit and establishes the original proportionate relationship amongst
the individual securities. No sales to investors will be executed at
this price. Additional Equity Securities will be deposited during the
day of the Initial Date of Deposit which will be valued as of 4:00 p.m.
Eastern time and sold to investors at a Public Offering Price per Unit
based on this valuation.

(4) See "How May Units be Redeemed?"

(5) In addition, the Sponsor will be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $.0028 per Unit.

(6) The Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio, legal fees and the
initial fees and expenses of the Trustee but not including the expenses
incurred in the printing of preliminary and final prospectuses, and
expenses incurred in the preparation and printing of brochures and other
advertising materials and any other selling expenses) as is common for
mutual funds. Total organizational and offering expenses will be charged
off over a period not to exceed the life of the Trust (approximately two
years). See "What are the Expenses and Charges?" and "Statement of Net
Assets." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts.

(7) Distributions from the Capital Account will be made monthly payable
on the last day of the month to Unit holders of record on the fifteenth
day of such month if the amount available for distribution equals at
least $1.00 per 100 Units. Notwithstanding, distributions of funds in
the Capital Account, if any, will be made in December of each year.

Page 4

                                FEE TABLE

   
This Fee Table is intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the Trust
has a term of approximately two years and is a unit investment trust
rather than a mutual fund, this information is presented to permit a
comparison of fees.
    

<TABLE>
<CAPTION>
     
                                                                                                             Amount            
                                                                                                             per Unit          
                                                                                                             ________        
<S>                                                                                        <C>               <C>               
Unit Holder Transaction Expenses
                                                                                               
Initial sales charge imposed on purchase                                                                                       
   (as a percentage of public offering price)                                               0.0%(a)          $  0.00           
Deferred sales charge                                                                                                          
   (as a percentage of public offering price)                                               3.4%(b)             0.34          
                                                                                           ________          ________          
                                                                                            3.4%             $  0.34           
                                                                                           ========          ========          
                                                                                                                               
Estimated Annual Fund Operating Expenses                                                                                       
     (as a percentage of average net assets)  
                                                                                 
Trustee's fee                                                                              .097%             $ .0096           
Portfolio supervision, bookkeeping, administrative, amortization                                                               
    of organizational and offering costs and evaluation fees                               .185%               .0183           
Other operating expenses                                                                   .054%               .0054           
                                                                                           ________          ________          
   Total                                                                                   .336%             $ .0333           
                                                                                           ========          ========          
</TABLE>

<TABLE>
<CAPTION>

                                                          Example                                                            
                                                          _______                                                            
                                                                               Cumulative Expenses Paid for Period: 
                                                                           1 Year            3 Years           5 Years        
                                                                           ______            _______           _______      
<S>                                                                        <C>               <C>               <C>           
An investor would pay the following expenses on a $1,000 investment, 
assuming the Dorsey, Wright Sector Trusts, Healthcare Series 1 has an                                                        
estimated operating expense ratio of .336% and a 5% annual return on                                                         
the investment throughout the periods                                      $ 37              $ 44              $ 52  

</TABLE>

The example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. For purposes
of the example, the deferred sales charge imposed on reinvestment of
dividends is not reflected until the year following payment of the
dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment. The
example should not be considered a representation of past or future
expenses or annual rate of return; the actual expenses and annual rate
of return may be more or less than those assumed for purposes of the example.
In addition, while the Trust only has a term of approximately two
years, investors may be able to reinvest their proceeds into a subsequently
offered trust, subject to additional sales charges. In this scenario the
actual expenses incurred by an investor would exceed those set forth above.

[FN]
________________

(a) There is no initial sales charge assessed on Trust Units.

(b) The actual fee is $.034 per month per Unit, irrespective of purchase
or redemption price deducted monthly commencing November 29, 1996
through August 29, 1997. If a Unit holder sells or redeems Units before
all of these deductions have been made, the balance of the deferred
sales charge payments remaining will be deducted from the sales or
redemption proceeds. If the Unit price is less than $10.00 per Unit, the
deferred sales charge will exceed 3.4%. Units purchased subsequent to
the initial deferred sales charge payment will be subject to the
previously collected deferred sales charge payments at the time of
purchase and any remaining deferred sales charge payments not yet collected.

Page 5

            DORSEY, WRIGHT SECTOR TRUSTS, HEALTHCARE SERIES 1
          The First Trust Special Situations Trust, Series 156

What is The First Trust Special Situations Trust?

The First Trust Special Situations Trust, Series 156 is one of a series
of investment companies created by the Sponsor under the name of The
First Trust Special Situations Trust, all of which are generally
similar, but each of which is separate and is designated by a different
series number (the "Trust"). This Series consists of an underlying
separate unit investment trust designated as: Dorsey, Wright Sector
Trusts, Healthcare Series 1. The Trust was created under the laws of the
State of New York pursuant to a Trust Agreement (the "Indenture"), dated
the Initial Date of Deposit, with Nike Securities L.P. as Sponsor, The
Chase Manhattan Bank as Trustee, and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of common stocks together
with an irrevocable letter or letters of credit of a financial
institution in an amount at least equal to the purchase price of such
securities. In exchange for the deposit of securities or contracts to
purchase securities in the Trust, the Trustee delivered to the Sponsor
documents evidencing the entire ownership of the Trust.

The objective of the Trust is to provide for above-average potential
capital appreciation through an investment in equity securities issued
by healthcare companies selected by Dorsey, Wright & Associates using
the Relative Strength Formula and the Point and Figure method of
technical analysis. Point and Figure Charting is a method of technical
analysis which adheres to the relationship between supply and demand in
the marketplace. It is an objective, logical approach to charting trends
in the marketplace, thereby giving you answers to the questions "When
should I buy?" and "When should I sell?"

Point and Figure Charting has been used since the early part of this
century, and can be an important component to successful investing
because it looks for stocks with long-term relative strength. Long-term
relative strength means a stock should outperform the market on a
relative basis. 

Point and Figure Charting allows analysts to track the upward and
downward trends of individual stocks over a period of time. Pre-
determined symbols (Xs and Os) are plugged into a chart, the results of
which indicate when it is a good time to buy or sell a particular stock. In
this manner, Point and Figure Charting does not require subjective
interpretation of rising or falling prices. Using the Point and Figure
Charting method, Dorsey, Wright & Associates has professionally selected
a particular sector, healthcare, which it believes shows strong
potential for giving investors above-average capital appreciation
potential.

The Point and Figure of technical analysis benefits from the following
attributes:

1.   It uses a long-term view; 

2.   It ignores the static time factor, confusing volume indications and
irrelevant, minor fluctuations; and

3.   It enables you to recognize and interpret patterns and trends in
the market.

   
The criteria utilized to select the Dorsey, Wright Sector Trusts,
Healthcare Series 1 involves multiple levels of filters. The first
filter that is applied looks at the overall market to determine if it
can support higher prices. This is accomplished by analyzing the NYSE
Bullish Percent and other indicators like the Percent of Stocks Above
Their 10-Week Moving Average and the OTC Bullish Percent. The second
filter screens the Relative Strength of the 41 sectors that Dorsey,
Wright & Associates follows. A qualifying sector must be viewed as
bullish and with the potential for appreciating. If a sector has passed
the second filter then the third and fourth filters are applied to the
underlying stocks in the identified sector. The third filter reviews the
stocks in the specific sector by using Fundamental Analysis. Dorsey,
Wright & Associates and Nike Securities Research Department looked at
company earnings, dividend reliability, and various ratios in
conjunction with reviewing outside research recommendations for each
individual stock. Finally, Dorsey, Wright & Associates analyzes the
remaining stock list to determine if their technical indicators are
positive. This filter includes reviewing the company's Relative
Strength, Momentum, Trading Bands and Dorsey, Wright's proprietary Point

Page 6

and Figure Analysis. The resulting group of stocks comprise the
portfolio of the Dorsey, Wright Sector Trusts, Healthcare Series 1.
Dorsey, Wright & Associates will be compensated by the Sponsor for
providing its investment advice. Investors should note that the term of
the Trust is approximately two years and that Equity Securities will
only be sold in limited circumstances, even if the above methodology has
changed with respect to an individual Equity Security or the market as a
whole, or Dorsey, Wright & Associates determines that either the
healthcare sector or individual Equity Securities contained in the Trust
are no longer suitable for investment. See "What are Equity Securities?-
Risk Factors." There is no guarantee that the objectives of the Trust
will be achieved.
    

With the deposit of the Equity Securities on the Initial Date of
Deposit, the Sponsor established a percentage relationship between the
amounts of Equity Securities in the Trust's portfolio. From time to time
following the Initial Date of Deposit, the Sponsor, pursuant to the
Indenture, may deposit additional Equity Securities in the Trust, or
cash (including a letter of credit) with instructions to purchase
additional Equity Securities in the Trust, and Units may be continuously
offered for sale to the public by means of this Prospectus, resulting in
a potential increase in the outstanding number of Units of the Trust.
Any deposit by the Sponsor of additional Equity Securities, or the
purchase of additional Equity Securities pursuant to a cash deposit,
will duplicate, as nearly as is practicable, the original proportionate
relationship and not the actual proportionate relationship on the
subsequent date of deposit, since the two may differ. Any such
difference may be due to the sale, redemption or liquidation of any of
the Equity Securities deposited in the Trust on the Initial, or any
subsequent, Date of Deposit. See "How May Equity Securities be Removed
from the Trust?" The original percentage relationship of each Equity
Security to the Trust is set forth herein under "Schedule of
Investments." Since the prices of the underlying Equity Securities will
fluctuate daily, the ratio, on a market value basis, will also change
daily. The portion of Equity Securities represented by each Unit will
not change as a result of the deposit of additional Equity Securities in
the Trust. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction
in their anticipated income because of fluctuations in the prices of the
Equity Securities between the time of the cash deposit and the purchase
of the Equity Securities and because the Trust will pay the associated
brokerage fees. To minimize this effect, the Trust will try to purchase
the Equity Securities as close to the evaluation time or as close to the
evaluation price as possible. The Trustee may from time to time retain
and pay compensation to the Sponsor (or an affiliate of the Sponsor) to
act as agent for the Trust with respect to acquiring Equity Securities
for the Trust. In acting in such capacity, the Sponsor or its affiliate
will be held subject to the restrictions under the Investment Company
Act of 1940, as amended.

On the Initial Date of Deposit, each Unit of the Trust represented the
undivided fractional interest in the Equity Securities deposited in the
Trust set forth under "Summary of Essential Information." To the extent
that Units of the Trust are redeemed, the aggregate value of the Equity
Securities in the Trust will be reduced and the undivided fractional
interest represented by each outstanding Unit of the Trust will
increase. However, if additional Units are issued by the Trust in
connection with the deposit of additional Equity Securities or cash by
the Sponsor, the aggregate value of the Equity Securities in the Trust
will be increased by amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit of the Trust will
be decreased proportionately. See "How May Units be Redeemed?" The Trust
has a Mandatory Termination Date as set forth herein under "Summary of
Essential Information."

What are the Expenses and Charges?

With the exception of bookkeeping and other administrative services
provided to the Trust for which the Sponsor will be reimbursed in
amounts set forth under "Summary of Essential Information," the Sponsor
will not receive any fees in connection with its activities relating to
the Trust. Such bookkeeping and administrative charges may be increased
without approval of the Unit holders by amounts not exceeding
proportionate increases under the category "All Services Less Rent of
Shelter" in the Consumer Price Index published by the United States
Department of Labor. The fees payable to the Sponsor for such services
may exceed the actual costs of providing such services for this Trust,
but at no time will the total amount received for such services rendered
to all unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to the Sponsor of
supplying such services in such year. First Trust Advisors L.P., an
affiliate of the Sponsor, will receive an annual supervisory fee, which

Page 7

is not to exceed the amount set forth under "Summary of Essential
Information," for providing portfolio supervisory services for the
Trust. Such fee is based on the number of Units outstanding in the Trust
on January 1 of each year except for the year or years in which an
initial offering period occurs in which case the fee for a month is
based on the number of Units outstanding at the end of such month. The
fee may exceed the actual costs of providing such supervisory services
for this Trust, but at no time will the total amount received for
portfolio supervisory services rendered to all unit investment trusts of
which Nike Securities L.P. is the Sponsor in any calendar year exceed
the aggregate cost to First Trust Advisors L.P. of supplying such
services in such year. In providing such supervisory services, the
portfolio Supervisor may purchase research services from a variety of
sources which may include underwriters or dealers of the Trust.

Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary of
Essential Information." The fee may exceed the actual costs of providing
such evaluation services for the Trust, but at no time will the total
amount received for evaluation services rendered in any calendar year to
all unit investment trusts of which Nike Securities L.P. is the Sponsor
exceed the aggregate cost to First Trust Advisors L.P. of supplying such
services in such year. The Trustee pays certain expenses of the Trust
for which it is reimbursed by the Trust. The Trustee will receive for
its ordinary recurring services to the Trust an annual fee as set forth
in the "Summary of Essential Information." Such fee will be based upon
the largest aggregate number of Units of the Trust outstanding at any
time during the year. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Indenture, reference is
made to the material set forth under "Rights of Unit Holders."

The Trustee's and Evaluator's fees are payable from the Income Account
of the Trust to the extent funds are available and then from the Capital
Account of the Trust. Since the Trustee has the use of the funds being
held in the Capital and Income Accounts for payment of expenses and
redemptions and since such Accounts are noninterest-bearing to Unit
holders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to the Trust is expected to result from
the use of these funds. Both fees may be increased without approval of
the Unit holders by amounts not exceeding proportionate increases under
the category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor.

   
Expenses incurred in establishing the Trust, including costs of
preparing the registration statement, the trust indenture and other
closing documents, registering Units with the Securities and Exchange
Commission and states, the initial audit of the Trust portfolio and the
initial fees and expenses of the Trustee and any other out-of-pocket
expenses, will be paid by the Trust and charged off over a period not to
exceed the life of the Trust (approximately two years). The following
additional charges are or may be incurred by the Trust: all legal and
annual auditing expenses of the Trustee incurred by or in connection
with its responsibilities under the Indenture; the expenses and costs of
any action undertaken by the Trustee to protect the Trust and the rights
and interests of the Unit holders; fees of the Trustee for any
extraordinary services performed under the Indenture; indemnification of
the Trustee for any loss, liability or expense incurred by it without
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 loss, liability or expense
incurred without gross negligence, bad faith or willful misconduct in
acting as Depositor of the Trust; all taxes and other government charges
imposed upon the Securities or any part of the Trust (no such taxes or
charges are being levied or made or, to the knowledge of the Sponsor,
contemplated). The above expenses and the Trustee's annual fee, when
paid or owing to the Trustee, are secured by a lien on the Trust. In
addition, the Trustee is empowered to sell Equity Securities in the
Trust in order to make funds available to pay all these amounts if funds
are not otherwise available in the Income and Capital Accounts of the
Trust. Since the Equity Securities are all common stocks and the income
stream produced by dividend payments is unpredictable, the Sponsor
cannot provide any assurance that dividends will be sufficient to meet
any or all expenses of the Trust. As described above, if dividends are
insufficient to cover expenses, it is likely that Equity Securities will
have to be sold to meet Trust expenses. These sales may result in
capital gains or losses to Unit holders. See "What is the Federal Tax
Status of Unit Holders?"
    

The Indenture requires the Trust to be audited on an annual basis at the
expense of the Trust by independent auditors selected by the Sponsor. So
long as the Sponsor is making a secondary market for the Units, the

Page 8

Sponsor is required to bear the cost of such annual audits to the extent
such cost exceeds $0.0050 per Unit. Unit holders of the Trust covered by
an audit may obtain a copy of the audited financial statements upon request.

What is the Federal Tax Status of Unit Holders?

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 the Trust. 

In the opinion of Chapman and Cutler, special counsel for the Sponsor,
under existing law:

1.   The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated as the
owner of a pro rata portion of each of the assets of the Trust under the
Code; and the income of the Trust will be treated as income of the Unit
holders thereof under the Code. Each Unit holder will be considered to
have received his pro rata share of the income derived from each Equity
Security when such income is considered to be received by the Trust.

2.   Each Unit holder will have a taxable event when the Trust disposes
of an Equity Security (whether by sale, exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unit holder. The price a Unit holder pays for his Units is
allocated among his pro rata portion of each Equity 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 tax basis for
his pro rata portion of each Equity Security held by the Trust. For
Federal income tax purposes, a Unit holder's pro rata portion of
dividends, as defined by Section 316 of the Code, paid by a corporation
with respect to an Equity Security held by the Trust, is taxable as
ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unit holder's pro rata portion of
dividends paid on such Equity Security which exceed such current and
accumulated earnings and profits will first reduce a Unit holder's tax
basis in such Equity Security, and to the extent that such dividends
exceed a Unit holder's tax basis in such Equity Security shall generally
be treated as capital gain. In general, any such capital gain will be
short-term unless a Unit holder has held his Units for more than one year.

3.   A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held by the
Trust will generally be considered a capital gain except in the case of
a dealer or a financial institution and will be long-term if the Unit
holder has held his Units for more than one year (the date on which the
Units are acquired (i.e., the trade date) is excluded for purposes of
determining whether the Units have been held for more than one year). A
Unit holder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Equity Securities held by the Trust will
generally be considered a capital loss (except in the case of a dealer
or a financial institution) and, in general, will be long-term if the
Unit holder has held his Units for more than one year. Unit holders
should consult their tax advisers regarding the recognition of such
capital gains and losses for Federal income tax purposes.

Dividends Received Deduction. A Unit holder will be considered to have
received all of the dividends paid on his pro rata portion of each
Equity Security when such dividends are received by the Trust.

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 (to the extent such dividends
are taxable as ordinary income, as discussed above) in the same manner
as if such corporation directly owned the Equity Securities paying such
dividends (other than corporate Unit holders, such as "S" corporations,
which are not eligible for the deduction because of their special
characteristics and other than for purposes of special taxes such as the

Page 9

accumulated earnings tax and the personal holding corporation tax).
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).
Final regulations have been recently issued which address special rules
that must be considered in determining whether the 46-day holding
requirement is met. 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. 

It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisers with respect to the limitations
on and possible modifications to the dividends received deduction. 

Limitations on Deductibility of Trust Expenses by Unit Holders. Each
Unit holder's pro rata share of each expense paid by the Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by such Unit holder. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to
the extent they exceed 2% of such individual's adjusted gross income.
Unit holders may be required to treat some or all of the expenses of the
Trust as miscellaneous itemized deductions subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by
the Trust or Disposition of Units. As discussed above, a Unit holder may
recognize taxable gain (or loss) when an Equity Security is disposed of
by the Trust or if the Unit holder disposes of a Unit. For taxpayers
other than corporations, net capital gains are subject to a maximum
stated marginal tax rate of 28%. However, it should be noted that
legislative proposals are introduced from time to time that affect tax
rates and could affect relative differences at which ordinary income and
capital gains are taxed.

The Revenue Reconciliation Act of 1993 (the "Tax Act") raised tax rates
on ordinary income while capital gains remain subject to a 28% maximum
stated rate for taxpayers other than corporations. Because some or all
capital gains are taxed at a comparatively lower rate under the Tax Act,
the Tax Act includes a provision that recharacterizes capital gains as
ordinary income in the case of certain financial transactions that are
"conversion transactions" effective for transactions entered into after
April 30, 1993. Unit holders and prospective investors should consult
with their tax advisers regarding the potential effect of this provision
on their investment in Units.

If the Unit holder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all assets of the Trust
involved including his pro rata portion of all the Equity Securities
represented by the Unit.

Special Tax Consequences of In-Kind Distributions Upon Redemption of
Units or Termination of the Trust. As discussed in "Rights of Unit
Holders-How are Income and Capital Distributed?", under certain
circumstances a Unit holder who owns at least 2,500 Units may request an
In-Kind Distribution upon the redemption of Units or the termination of
the Trust. The Unit holder requesting an In-Kind Distribution will be
liable for expenses related thereto (the "Distribution Expenses") and
the amount of such In-Kind Distribution will be reduced by the amount of
the Distribution Expenses. See "Rights of Unit Holders-How are Income
and Capital Distributed?" As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unit holder is
considered as owning a pro rata portion of each of the Trust assets for
Federal income tax purposes. The receipt of an In-Kind Distribution will
result in a Unit holder receiving an undivided interest in whole shares
of stock plus, possibly, cash. 

The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder receives cash
in addition to Equity Securities. An "Equity Security" for this purpose
is a particular class of stock issued by a particular corporation. A
Unit holder will not recognize gain or loss if a Unit holder only
receives Equity Securities in exchange for his or her pro rata portion
in the Equity Securities held by the Trust. However, if a Unit holder
also receives cash in exchange for a fractional share of an Equity
Security held by the Trust, such Unit holder will generally recognize
gain or loss based upon the difference between the amount of cash
received by the Unit holder and his tax basis in such fractional share
of an Equity Security held by the Trust. 

Page 10

Because the Trust will own many Equity Securities, a Unit holder who
requests an In-Kind Distribution will have to analyze the tax
consequences with respect to each Equity Security owned by the Trust.
The amount of taxable gain (or loss) recognized upon such exchange will
generally equal the sum of the gain (or loss) recognized under the rules
described above by such Unit holder with respect to each Equity Security
owned by the Trust. Unit holders who request an In-Kind Distribution are
advised to consult their tax advisers in this regard.

Computation of the Unit holder's Tax Basis. Initially, a Unit holder's
tax basis in his Units will generally equal the price paid by such Unit
holder for his Units. The cost of the Units is allocated among the
Equity Securities held in the Trust in accordance with the proportion of
the fair market values of such Equity Securities as of the valuation
date nearest the date the Units are purchased in order to determine such
Unit holder's tax basis for his pro rata portion of each Equity Security.

A Unit holder's tax basis in his Units and his pro rata portion of an
Equity Security held by the Trust will be reduced to the extent
dividends paid with respect to such Equity Security are received by the
Trust which are not taxable as ordinary income as described above.

General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified by the Internal Revenue Service that
payments to the Unit holder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate certification are
not provided when requested, distributions by the Trust to such Unit
holder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by the Trust will
generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign
corporations or other non-United States persons. Such persons should
consult their tax advisers. 

Unit holders will be notified annually of the amounts of income
dividends includable in the Unit holder's gross income and amounts of
Trust expenses which may be claimed as itemized deductions.

Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Why are Investments in the Trust Suitable for
Retirement Plans?"

The foregoing discussion relates only to United States Federal income
taxation of Unit holders; Unit holders may be subject to state and local
taxation in other jurisdictions. Unit holders should consult their tax
advisers regarding potential state or local taxation with respect to the
Units, and foreign investors should consult their tax advisers with
respect to United States tax consequences of ownership of Units.

In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trust for New York tax matters, under the existing income tax laws of
the State of New York, the Trust is not an association taxable as a
corporation and the income of the Trust will be treated as the income of
the Unit holders thereof.

Why are Investments in the Trust Suitable for Retirement Plans?

Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to capital
gains and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible
for special averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisers
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

                                PORTFOLIO

What are Equity Securities?

The Trust consists of different issues of Equity Securities which are
listed on a national securities exchange or the NASDAQ National Market
System or traded in the over-the-counter market. See "What are the
Equity Securities Selected for Dorsey, Wright Sector Trusts, Healthcare
Series 1?" for a general description of the companies. 

Page 11

Risk Factors. An investment in Units of the Trust should be made with an
understanding of the problems and risks inherent in the healthcare
industry in general. 

Healthcare companies are subject to governmental regulation of their
products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such
products or services. Furthermore, such companies face the risk of
increasing competition from new products or services, generic drug
sales, the termination of patent protection for drug or medical supply
products and the risk that technological advances will render their
products obsolete. The research and development costs of bringing a drug
to market are substantial, and include lengthy governmental review
processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products
until the late 1990s. Such companies may also have persistent losses
during a new product's transition from development to production, and
revenue patterns may be erratic. In addition, healthcare facility
operators may be affected by events and conditions including among other
things, demand for services, the ability of the facility to provide the
services required, physicians' confidence in the facility, management
capabilities, competition with other hospitals, efforts by insurers and
governmental agencies to limit rates, legislation establishing state
rate-setting agencies, expenses, government regulation, the cost and
possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that
associated with Medicare, Medicaid and other similar third party payor
programs. 

As the population of the United States ages, the companies involved in
the healthcare field will continue to search for and develop new drugs,
medical products and medical services through advanced technologies and
diagnostics. On a worldwide basis, such companies are involved in the
development and distributions of drugs, vaccines, medical products and
medical services. These activities may make the healthcare and medical
services sector very attractive for investors seeking the potential for
growth in their investment portfolio. However, there are no assurances
that the Trust's objectives will be met.

Legislative proposals concerning healthcare are proposed in Congress
from time to time. These proposals span a wide range of topics,
including cost and price controls (which might include a freeze on the
prices of prescription drugs), national health insurance, incentives for
competition in the provision of healthcare services, tax incentives and
penalties related to healthcare insurance premiums and promotion of pre-
paid healthcare plans. The Sponsor is unable to predict the effect of
any of these proposals, if enacted, on the issuers of Equity Securities
in the Trust.

An investment in Units of the Trust should be made with an understanding
of the problems and risks such an investment may entail. The Trust
consists of such of the Equity Securities listed under "Schedule of
Investments" as may continue to be held from time to time in the Trust
and any additional Equity Securities acquired and held by the Trust
pursuant to the provisions of the Trust Agreement together with cash
held in the Income and Capital Accounts. Neither the Sponsor nor the
Trustee shall be liable in any way for any failure in any of the Equity
Securities. However, should any contract for the purchase of any of the
Equity Securities initially deposited hereunder fail, the Sponsor will,
unless substantially all of the moneys held in the Trust to cover such
purchase are reinvested in substitute Equity Securities in accordance
with the Trust Agreement, refund the cash and sales charge attributable
to such failed contract to all Unit holders on the next distribution date.

Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds
from such events will be distributed to Unit holders and will not be
reinvested, no assurance can be given that the Trust will retain for any
length of time its present size and composition. Although the Portfolio
is not managed, the Sponsor may instruct the Trustee to sell Equity
Securities under certain limited circumstances. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
If such new or exchanged securities or property are offered, the Trustee
shall reject the offer. However, in the event such securities or
property are nonetheless acquired by the Trust, they may be accepted for
deposit in the Trust and either sold by the Trustee or held in the Trust
pursuant to the direction of the Sponsor (who may rely on the advice of
the Portfolio Supervisor). See "How May Equity Securities be Removed
from the Trust?" Equity Securities, however, will not be sold by the

Page 12

Trust to take advantage of market fluctuations or changes in anticipated
rates of appreciation or depreciation. In fact, no Equity Security will
be sold prior to termination of the Trust (except to satisfy redemption
requests or to pay expenses and in certain other limited circumstances)
even if Dorsey, Wright & Associates believes that such Equity Security
no longer has the potential for capital appreciation, or issues a "sell"
recommendation with respect to such Equity Security or Sector. Moreover,
no Equity Security will be sold, and the Sponsor may even continue
selling Units of the Trust, even if Dorsey, Wright & Associates'
methodology results in advice to liquidate common stock investments generally.

Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be
in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers
will make a market in the Equity Securities. There can be no assurance
that a market will be made for any of the Equity Securities, that any
market for the Equity Securities will be maintained or of the liquidity
of the Equity Securities in any markets made. In addition, the Trust may
be restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions and the value of the Trust
will be adversely affected if trading markets for the Equity Securities
are limited or absent.

An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the
general condition of the common stock market may worsen and the value of
the Equity Securities and therefore the value of the Units may decline.
The past market and earnings performance of the Equity Securities in the
Trust is not predictive of their future performance. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions
of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary
and fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking
crises. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Shareholders of common stocks of the type held
by the Trust have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy. The
value of common stocks is subject to market fluctuations for as long as
the common stocks remain outstanding, and thus the value of the Equity
Securities in the Portfolio may be expected to fluctuate over the life
of the Trust to values higher or lower than those prevailing on the
Initial Date of Deposit. 

Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of
the entity, have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Cumulative
preferred stock dividends must be paid before common stock dividends and
any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.

Unit holders will be unable to dispose of any of the Equity Securities
in the Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee will
have the right to vote all of the voting stocks in the Trust and will
vote such stocks in accordance with the instructions of the Sponsor. 

   
The Sponsor may consider sales of Units of unit investment trusts of
which it sponsors in making recommendations to the Trustee as to the

Page 13

selection of broker/dealers to execute the Trust's portfolio
transactions. Such broker/dealers have acquired or may acquire the
Equity Securities for the Sponsor and thereby benefit from transaction
fees. The selected broker/dealer in its general securities business may
act as agent or principal in connection with the purchase and sale of
equity securities, including the Equity Securities in the Trust, and may
act as a market maker in certain of the Equity Securities. The selected
broker/dealer also from time to time may issue reports on and make
recommendations relating to equity securities, which may include the
Equity Securities.
    

   
Investors should also note that because Dorsey, Wright & Associates uses
the list of Equity Securities which comprises the portfolio in its
independent capacity as an investment advisor to individuals, mutual
funds, employee benefit plans and other institutions and persons and
distributes this information to various individuals and entities,
Dorsey, Wright & Associates may recommend or effect from time to time
the purchase or sale of one or more of the Equity Securities. This may
have an effect on the prices of the Equity Securities which is adverse
to the interest of the purchasers of Units of the Trust. Additionally,
this may have an impact on the price paid by the Trust for the Equity
Securities as well as the price received upon redemption of the Units or
upon the termination of the Trust.
    

What are the Equity Securities Selected for Dorsey, Wright Sector
Trusts, Healthcare Series 1?

   
Allergan, Inc., headquartered in Irvine, California, is a technology-
driven global healthcare company focused on specialty pharmaceutical
products for specific disease areas that deliver value to customers,
satisfy unmet medical needs and improve patients' lives.
    

   
American Medical Response, Inc., headquartered in Aurora, Colorado, is
the nation's leading provider of emergency and non-emergency ambulance
services, with operations in 28 states and over 11,000 employees. The
company's growth strategy is to acquire ambulance providers, improve the
quality and efficiency of existing operations and develop new services
which are complementary to the company's call management and medical
transport expertise.
    

   
Amgen, Inc., headquartered in Thousand Oaks, California, is a global
biotechnology company that discovers, develops, manufactures and markets
human therapeutics based on advanced cellular and molecular biology.
    

   
Amrion, Inc., headquartered in Boulder, Colorado, develops,
manufactures, markets and sells nutriceuticals, herbal formulas and
other nutritional supplements through four principal divisions and its
subsidiary, Natrix International, LLC. These divisions and the
subsidiary utilize combinations of marketing strategies, including
catalog and direct mailings, print advertising and retail mass market
and specialty distribution.
    

   
Ballard Medical Products, headquartered in Draper, Utah, manufactures
and markets disposable and niche medical products to hospital emergency
rooms, intensive care units, burn units, respiratory therapy units, and
both hospital and outpatient surgical centers. Alternative care
facilities, such as nursing homes and hospices, represent a second
market of increasing importance.
    

   
Biogen, Inc., headquartered in Cambridge, Massachusetts, is a
biopharmaceutical company principally engaged in discovering and
developing drugs for human healthcare through genetic engineering. The
company's revenues are generated from United States sales of AVONEX(tm)
(Interferon beta-1a) for treatment of relapsing forms of multiple
sclerosis, and from the worldwide sales by licensees of a number of
products, including alpha interferon, hepatitis B vaccines and
diagnostic products. Biogen, Inc. is focused primarily on developing and
testing novel products for multiple sclerosis and other neurological
diseases, inflammatory and respiratory diseases and certain viruses and 
cancers.
    

   
Boston Scientific Corporation, headquartered in Natick, Massachusetts,
is a worldwide developer, manufacturer and marketer of medical devices.
The company's products are used in a broad range of interventional
medical specialties.
    

   
Columbia/HCA Healthcare Corporation, headquartered in Nashville,
Tennessee, is the nation's largest provider of healthcare services with
more than 340 hospitals, 130 surgery centers and 500 home health
locations in 37 states, England and Switzerland. The company is building
comprehensive networks of healthcare services, including home health,
rehabilitation and skilled nursing units in local markets around the country.
    

Page 14

   
Gillette Company, headquartered in Boston, Massachusetts, is the world
leader in blades and razors and in other consumer product categories
such as men's electric razors (Braun), toothbrushes (Oral-B), shaving
preparations, oral care appliances (Braun Oral-B plaque remover) and
hair epilators (Braun). Gillette manufacturing operations are conducted
at 50 facilities in 24 countries and products are distributed through
wholesalers, retailers and agents in over 200 countries and territories.
    

   
Invacare Corporation, headquartered in Elyria, Ohio, is the world's
leading manufacturer and distributor of home healthcare products and
mobility products for people with disabilities. The company has
manufacturing plants in the United States, Australia, Canada, France,
Germany, Mexico, New Zealand, Portugal, Switzerland and the United
Kingdom. Products are distributed worldwide through more than 10,000
provider locations.
    

   
Johnson & Johnson, headquartered in New Brunswick, New Jersey, is the
world's largest and most comprehensive manufacturer of healthcare
products serving the consumer, pharmaceutical, diagnostic and
professional markets. Johnson & Johnson has 164 operating companies in
50 countries around the world, selling products in more than 175 countries.
    

   
Medtronic, Inc., headquartered in Minneapolis, Minnesota, along with its
subsidiaries, manufactures pacemakers, heart valves (both tissue and
mechanical), neurological stimulation devices, therapeutic catheters and
blood oxygenators. The company markets its products through hospitals,
physicians and other medical institutions in the United States and abroad.
    

   
Mentor Corporation, headquartered in Santa Barbara, California, produces
medical and surgical devices for the specialties of plastic surgery,
ophthalmic surgery and urology.
    

   
Merck & Company, Inc., headquartered in Whitehouse Station, New Jersey,
is a leading research-driven pharmaceutical products and services
company. It discovers, develops, manufactures and markets a broad range
of innovative products to improve human and animal health. Merck-Medco
Managed Care manages pharmacy benefits for employers, insurers and other
plan sponsors, encouraging the appropriate use of medicines and
providing health management programs. Through these complementary
capabilities, Merck works to improve quality of life and contain overall
healthcare costs.
    

   
Multicare Companies, Inc., headquartered in Hackensack, New Jersey, is a
leading provider of high quality long-term care and specialty medical
services. Upon completion of the A-D-S acquisition, Multicare will own,
lease or manage over 160 long-term care facilities with more than 17,000
beds in 11 states. Multicare also owns and operates a number of
ancillary healthcare businesses, including a significant institutional
pharmacy business. The company's long-term care services include skilled
nursing care, subacute care, assisted living, home healthcare and
related support activities traditionally provided in long-term care
facilities.
    

   
Oxford Health Plans, Inc., headquartered in Norwalk, Connecticut, has
product lines that include traditional health maintenance organizations,
point-of-service plans, third-party administration of employer funded
benefit plans, Medicare and Medicaid plans and dental plans. Oxford
markets its commercial health plans to employers in New York, New
Jersey, Pennsylvania, New Hampshire and Connecticut through its direct
sales force and through independent insurance agents and brokers.
    

   
Pfizer, Inc., headquartered in New York, New York, is a research-based,
diversified healthcare company with global operations. The company
reported sales of more than $10 billion in 1995 and expects to spend
about $1.7 billion on research and development in 1996.
    

   
US Surgical Corporation, headquartered in Norwalk, Connecticut, is a
diversified surgical products company specializing in minimally invasive
technologies that improve patient care and lower healthcare costs.
    

   
United HealthCare Corporation, headquartered in Minneapolis, Minnesota,
is a national leader in healthcare management, serving purchasers,
consumers, managers and providers of healthcare since 1974. The company
serves over 40 million individuals through a broad continuum of
healthcare products and services.
    

   
Warner-Lambert Company, headquartered in Morris Plains, New Jersey, is a
worldwide company devoted to discovering, developing, manufacturing and
marketing quality pharmaceutical, consumer healthcare and confectionery
products.
    

Page 15

What are Some Additional Considerations for Investors?

Investors should be aware of certain other considerations before making
a decision to invest in the Trust.

The value of the Equity Securities will fluctuate over the life of the
Trust and may be more or less than the price at which they were
deposited in the Trust. The Equity Securities may appreciate or
depreciate in value (or pay dividends) depending on the full range of
economic and market influences affecting these securities, including the
impact of the Sponsor's purchase and sale of the Equity Securities
(especially during the primary offering period of Units of the Trust and
at the Trust Termination) and other factors.

The Sponsor and the Trustee shall not be liable in any way for any
default, failure or defect in any Security. In the event of a notice
that any Equity Security will not be delivered ("Failed Contract
Obligations") to the Trust, the Sponsor is authorized under the
Indenture to direct the Trustee to acquire other Equity Securities
("Replacement Securities"). Any Replacement Security will be identical
to those which were the subject of the failed contract. The Replacement
Securities must be purchased within 20 days after delivery of the notice
of a failed contract and the purchase price may not exceed the amount of
funds reserved for the purchase of the Failed Contract Obligations.

If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in the
event of a failed contract, the Sponsor will refund the sales charge
attributable to such Failed Contract Obligations to all Unit holders of
the Trust and the Trustee will distribute the principal attributable to
such Failed Contract Obligations not more than 120 days after the date
on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in the Trust. In addition,
Unit holders should be aware that, at the time of receipt of such
principal, they may not be able to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such
proceeds would have earned for Unit holders of the Trust.

The Indenture also authorizes the Sponsor to increase the size of the
Trust and the number of Units thereof by the deposit of additional
Equity Securities, or cash (including a letter of credit) with
instructions to purchase additional Equity Securities, in the Trust and
the issuance of a corresponding number of additional Units. If the
Sponsor deposits cash, however, existing and new investors may
experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Equity
Securities between the time of the cash deposit and the purchase of the
Equity Securities and because the Trust will pay the associated
brokerage fees.

The Trust consists of the Equity Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may continue
to be held from time to time in the Trust and any additional Equity
Securities acquired and held by the Trust pursuant to the provisions of
the Indenture (including provisions with respect to deposits into the
Trust of Equity Securities in connection with the issuance of additional
Units).

Once all of the Equity Securities in the Trust are acquired, 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, and may dispose of
Equity Securities only under limited circumstances. See "How May Equity
Securities be Removed from the Trust?"

To the best of the Sponsor's knowledge, there is no litigation pending
as of the Initial Date of Deposit in respect of any Equity 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 Equity
Securities. The Sponsor is unable to predict whether any such litigation
will be instituted, or if instituted, whether such litigation might have
a material adverse effect on the Trust.

                             PUBLIC OFFERING

How is the Public Offering Price Determined?

   
The Public Offering Price per Unit of the Trust during the initial
offering period is equal to the aggregate underlying value of the Equity
Securities in the Trust (generally determined by the closing sale prices
of listed Equity Securities and the ask prices of over-the-counter
traded Equity Securities) plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust, plus a deferred
sales charge equal to $0.34 per Unit. The deferred sales charge will be
assessed monthly ($0.034 per Unit per month) over a ten-month period
commencing on November 29, 1996, and on the last business day of each
month thereafter, through August 29, 1997. Units purchased subsequent to

Page 16

the initial deferred sales charge payment but still during the initial
offering period will be charged the amount of the previously collected
deferred sales charge at the time of purchase and will be subject to the
remaining deferred sales charge payments not yet collected. The deferred
sales charge will be paid from funds in the Income and/or Capital
Accounts, if sufficient, or from the periodic sale of Equity Securities.
At the Initial Date of Deposit, the total maximum sales charge assessed
to Unit holders on a per Unit basis will be 3.4% of the Public Offering
Price (equivalent to 3.4% of the net amount invested, exclusive of the
deferred sales charge). A pro rata share of accumulated dividends, if
any, in the Income Account is included in the Public Offering Price. The
total maximum sales charge which may be assessed to Unit holders on a
per Unit basis is 3.9% of the Public Offering Price. Upon completion of
the deferred sales charge period, the secondary market Public Offering
Price per Unit will not include deferred sales charge payments, but will
instead include only a one-time initial sales charge of 3.4% of the
Public Offering Price (equivalent to 3.520% of the net amount invested),
which will be reduced on October 1, 1997 to a minimum sales charge of
2.9%. The minimum amount which an investor may purchase in the Trust is
$1,000 ($250 for an Individual Retirement Account or other retirement
plans). See "How is the Public Offering Price Determined?"
    

   
During the initial offering period, the Sponsor's Repurchase Price is
based on the aggregate underlying value of the Equity Securities in the
Trust (generally determined by the closing sale prices of listed Equity
Securities and the ask prices of over-the-counter traded Equity
Securities), plus or minus cash, if any, in the Income and Capital
Accounts of the Trust divided by the number of Units of the Trust
outstanding, reduced by the deferred sales charge not yet paid. For
secondary market sales after the completion of the deferred sales charge
period, the Public Offering Price is also based on the aggregate
underlying value of the Equity Securities in the Trust (generally
determined by the closing sale prices of listed Equity Securities and
the bid prices of over-the-counter traded Equity Securities), plus or
minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a one-time initial sales charge of 3.4% of the Public Offering
Price (equivalent to 3.520% of the net amount invested) divided by the
number of outstanding Units of the Trust.
    

The applicable sales charge for both primary and secondary market sales
is reduced by a discount as indicated below for volume purchases (except
for sales made pursuant to a "wrap fee account" or similar arrangements
as set forth below):

<TABLE>
<CAPTION>

Dollar Amount of Transaction                              Discount                                
at Public Offering Price                                  per Unit                                
____________________________                              ________                                
<S>                                                       <C>                                     
$   50,000 but less than $150,000                         $0.025                                  
$  150,000 but less than $500,000                         $0.050                                 
$  500,000 but less than $1,000,000                       $0.075                                  
$1,000,000 or more                                        $0.120                                  
</TABLE>

   
Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. The reduced sales charge
structure will apply on all purchases of Units in the Trust by the same
person on any one day from any one broker/dealer, bank or other selling
agent. Investors may utilize their redemption or termination proceeds to
purchase subsequently issued series of the Trust at a reduced sales
charge. Additionally, Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser under 21 years of
age will be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the broker/dealer, bank or other
selling agent of any such combined purchase prior to the sale in order
to obtain the indicated discount. In addition, with respect to the

Page 17

employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents,
grandparents, siblings, mothers-in-law, fathers-in-law, sons-in-law and
daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Sponsor and broker/dealers, banks or
other selling agents and their subsidiaries, Units may be purchased at
the Public Offering Price less the concession the Sponsor typically
allows to dealers and other selling agents.
    

   
Investors who purchase Units through registered broker-dealers who
charge periodic fees for financial planning, investment advisory or
asset management services, or provide such services in connection with
the establishment of an investment account for which a comprehensive
"wrap fee" charge is imposed may purchase Units in the primary market,
subject only to the deferred portion of the sales charge, or during the
secondary market at the Public Offering Price less the concession the
Sponsor typically would allow such broker-dealer. See "Public Offering-
How are Units Distributed?"
    

Had the Units of the Trust been available for sale on the business day
prior to the Initial Date of Deposit, the Public Offering Price would
have been as indicated in "Summary of Essential Information." The Public
Offering Price of Units on the date of the prospectus or during the
initial offering period may vary from the amount stated under "Summary
of Essential Information" in accordance with fluctuations in the prices
of the underlying Equity Securities. During the initial offering period,
the aggregate value of the Units of the Trust shall be determined on the
basis of the aggregate underlying value of the Equity Securities therein
plus or minus cash, if any, in the Income and Capital Accounts of the
Trust. The aggregate underlying value of the Equity Securities during
the initial offering period will be determined in the following manner:
if the Equity Securities are listed on a national securities exchange or
the NASDAQ National Market System, this evaluation is generally based on
the closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or system, at the
closing ask prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefor is other than on the exchange,
the evaluation shall generally be based on the current ask prices on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of
current ask prices for comparable securities, (b) by appraising the
value of the Equity Securities on the ask side of the market or (c) by
any combination of the above.

After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein (generally determined by the
closing sale prices of listed Equity Securities and the bid prices of
over-the-counter traded Equity Securities), plus or minus cash, if any,
in the Income and Capital Accounts of the Trust plus the applicable
sales charge. The aggregate underlying value of the Equity Securities
for secondary market sales is calculated in the same manner as described
above for sales made during the initial offering period with the
exception that bid prices are used instead of ask prices.

Although payment is normally made three business days following the
order for purchase (the "date of settlement"), payment may be made prior
thereto. A person will become owner of the Units on the date of
settlement provided payment has been received. Cash, if any, made
available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be
deemed to be a benefit to the Sponsor, subject to the limitations of the
Securities Exchange Act of 1934. Delivery of Certificates representing
Units so ordered will be made three business days following such order
or shortly thereafter. See "Rights of Unit Holders-How May Units be
Redeemed?" for information regarding the ability to redeem Units ordered
for purchase.

How are Units Distributed?

During the initial offering period (i) for Units issued on the Initial
Date of Deposit and (ii) for additional Units issued after such date as
additional Equity Securities or cash are deposited by the Sponsor, Units
will be distributed to the public at the then current Public Offering
Price. The initial offering period may be up to approximately 360 days.
During such period, the Sponsor may deposit additional Equity Securities
or cash in the Trust and create additional Units. Units reacquired by
the Sponsor during the initial offering period (at prices based upon the
aggregate underlying value of the Equity Securities in the Trust plus or
minus a pro rata share of cash, if any in the Income and Capital
Accounts of the Trust) may be resold at the then current Public Offering

Page 18

Price. Upon the termination of the initial offering period, unsold Units
created or reacquired during the initial offering period will be sold or
resold at the then current Public Offering Price.

Upon completion of the initial offering, Units repurchased in the
secondary market (see "Will There be a Secondary Market?") may be
offered by this prospectus at the secondary market public offering price
determined in the manner described above.

   
It is the intention of the Sponsor to qualify Units of the Trust for
sale in a number of states. Sales initially will be made to dealers and
other selling agents at prices which represent a concession or agency
commission of $0.21 per Unit, and, for secondary market sales, 2.1% of
the Public Offering Price (or 65% of the then current maximum sales
charge after October 1, 1997). The Sponsor reserves the right to change
the amount of the concession or agency commission from time to time.
Certain commercial banks may be making Units of the Trust available to
their customers on an agency basis. A portion of the sales charge paid
by these customers is retained by or remitted to the banks in the
amounts indicated above. Under the Glass-Steagall Act, banks are
prohibited from underwriting Trust Units; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are not
permitted under such Act. In Texas and in certain other states, any
banks making Units available must be registered as broker/dealers under
state law.
    

From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of the Trust may receive
nominal awards from the Sponsor for each of their registered
representatives who have sold a minimum number of UIT Units during a
specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales force of a broker/dealer,
bank or other selling agent may be eligible to win other nominal awards
for certain sales efforts, or under which the Sponsor will reallow to
any such dealer that sponsors sales contests or recognition programs
conforming to criteria established by the Sponsor, or participates in
sales programs sponsored by the Sponsor, an amount not exceeding the
total applicable sales charges on the sales generated by such person at
the public offering price during such programs. Also, the Sponsor, in
its discretion, may from time to time pursuant to objective criteria
established by the Sponsor, pay fees to qualifying dealers 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 not 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.

The Sponsor may, from time to time in its advertising and sales
materials, compare the then current estimated returns on the Trust and
returns over specified periods on other similar Trusts sponsored by Nike
Securities L.P. with returns on other taxable investments such as
corporate or U.S. Government bonds, bank CDs and money market accounts
or money market funds, each of which has investment characteristics that
may differ from those of the Trust. U.S. Government bonds, for example,
are backed by the full faith and credit of the U.S. Government, and bank
CDs and money market accounts are insured by an agency of the federal
government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics
of the Trust are described more fully elsewhere in this Prospectus. 

Trust performance may be compared to performance on a total return basis
with the Dow Jones Industrial Average, the S&P 500 Composite Stock Price
Index, or performance data from Lipper Analytical Services, Inc. and
Morningstar Publications, Inc. or from publications such as Money, The
New York Times, U.S. News and World Report, Business Week, Forbes or
Fortune. As with other performance data, performance comparisons should
not be considered representative of the Trust's relative performance for
any future period.

What are the Sponsor's Profits?

   
The Sponsor of the Trust will receive a gross sales commission equal to
$0.34 per Unit, less any reduced sales charge for quantity purchases as
described under "Public Offering-How is the Public Offering Price
Determined?" See "Public Offering-How are Units Distributed?" for
information regarding the receipt of additional concessions available to
dealers and other selling agents. In addition, the Sponsor may be
considered to have realized a profit or to have sustained a loss, as the
case may be, in the amount of any difference between the cost of the
Equity Securities to the Trust (which is based on the Evaluator's

Page 19

determination of the aggregate offering price of the underlying Equity
Securities of such Trust on the Initial Date of Deposit as well as
subsequent deposits) and the cost of such Equity Securities to the
Sponsor. See Note (2) of "Schedule of Investments." During the initial
offering period, the dealers and other selling agents also may realize
profits or sustain losses as a result of fluctuations after the Initial
Date of Deposit in the Public Offering Price received by the dealers and
other selling agents upon the sale of Units.
    

   
In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between the
price at which Units are purchased and the price at which Units are
resold (which price includes a sales charge of 3.4% subject to reduction
beginning October 1, 1997) or redeemed. The secondary market public
offering price of Units may be greater or less than the cost of such
Units to the Sponsor.
    

Will There be a Secondary Market?

After the initial offering period, although not obligated to do so, the
Sponsor intends to maintain a market for the Units and continuously
offer to purchase Units at prices, subject to change at any time, based
upon the aggregate underlying value of the Equity Securities in the
Trust plus or minus cash, if any, in the Income and Capital Accounts of
the Trust. All expenses incurred in maintaining a secondary market,
other than the fees of the Evaluator and the costs of the Trustee in
transferring and recording the ownership of Units, will be borne by the
Sponsor. If the supply of Units exceeds demand, or for some other
business reason, the Sponsor may discontinue purchases of Units at such
prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS UNITS, HE SHOULD
INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO MAKING A
TENDER FOR REDEMPTION TO THE TRUSTEE. Units subject to a deferred sales
charge which are sold or tendered for redemption prior to such time as
the entire deferred sales charge on such Units has been collected will
be assessed the amount of the remaining deferred sales charge at the
time of sale or redemption.

                         RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his name appears on the face of the
certificate with the signature guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guaranty program in addition to, or in substitution for,
STAMP, as may be accepted by the Trustee. In certain instances the
Trustee may require additional documents such as, but not limited to,
trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. 

Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.

Unit holders may elect to hold their Units in uncertificated form. The
Trustee will maintain an account for each such Unit holder and will
credit each such account with the number of Units purchased by that Unit
holder. Within two business days of the issuance or transfer of Units
held in uncertificated form, the Trustee will send to the registered
owner of Units a written initial transaction statement containing a
description of the Trust; the number of Units issued or transferred; the
name, address and taxpayer identification number, if any, of the new
registered owner; a notation of any liens and restrictions of the issuer
and any adverse claims to which such Units are or may be subject or a
statement that there are no such liens, restrictions or adverse claims;
and the date the transfer was registered. Uncertificated Units are
transferable through the same procedures applicable to Units evidenced
by certificates (described above), except that no certificate need be

Page 20

presented to the Trustee and no certificate will be issued upon the
transfer unless requested by the Unit holder. A Unit holder may at any
time request the Trustee to issue certificates for Units.

Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.

How are Income and Capital Distributed?

The Trustee will distribute any net income received with respect to any
of the securities in the Trust on or about the Income Distribution Dates
to Unit holders of record on the preceding Income Record Date. See
"Summary of Essential Information." Persons who purchase Units will
commence receiving distributions only after such person becomes a record
owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker/dealer. The pro rata share
of cash in the Capital Account of the Trust will be computed as of the
fifteenth day of each month. Proceeds received on the sale of any Equity
Securities in the Trust, to the extent not used to meet redemptions of
Units or pay expenses, will, however, be distributed on the last day of
each month to Unit holders of record on the fifteenth day of such month
if the amount available for distribution equals at least $1.00 per 100
Units. The Trustee is not required to pay interest on funds held in the
Capital Account of the Trust (but may itself earn interest thereon and
therefore benefit from the use of such funds). Notwithstanding,
distributions of funds in the Capital Account, if any, will be made on
the last day of each December to Unit holders of record as of December
15. See "What is the Federal Tax Status of Unit Holders?"

   
It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. However, to
the extent that amounts in the Capital Account are insufficient to
satisfy the then current deferred sales charge obligation, Equity
Securities may be sold to meet such shortfall. Distributions of amounts
necessary to pay the deferred portion of the sales charge will be made
to an account designated by the Sponsor for purposes of satisfying Unit
holders' deferred sales charge obligations.
    

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
the Trust if the Trustee has not been furnished the Unit holder's tax
identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder only when filing a tax return. Under
normal circumstances the Trustee obtains the Unit holder's tax
identification number from the selling broker. However, a Unit holder
should examine his or her statements from the Trustee to make sure that
the Trustee has been provided a certified tax identification number in
order to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should be
provided as soon as possible.

Within a reasonable time after the Trust is terminated, each Unit holder
will, upon surrender of his Units for redemption, receive: (i) the pro
rata share of the amounts realized upon the disposition of Equity
Securities, unless he elects an In-Kind Distribution as described below
and (ii) a pro rata share of any other assets of the Trust, less
expenses of the Trust. Not less than 60 days prior to the Mandatory
Termination Date of the Trust, the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of whole shares of Equity
Securities (an "In-Kind Distribution"), if such Unit holder owns at
least 2,500 Units of the Trust, rather than to receive payment in cash
for such Unit holder's pro rata share of the amounts realized upon the
disposition by the Trustee of Equity Securities. An In-Kind Distribution
will be reduced by customary transfer and registration charges. To be
effective, the election form, together with surrendered certificates and
other documentation required by the Trustee, must be returned to the
Trustee at least five business days prior to the Mandatory Termination
Date of the Trust. A Unit holder may, of course, at any time after the
Equity Securities are distributed, sell all or a portion of the shares. 

The Trustee will credit to the Income Account of the Trust any dividends

Page 21

received on the Equity Securities therein. All other receipts (e.g.,
return of capital, etc.) are credited to the Capital Account of the Trust.

The Trustee may establish reserves (the "Reserve Account") within the
Trust for state and local taxes, if any, and any governmental charges
payable out of the Trust.

What Reports will Unit Holders Receive?

The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit. Within a reasonable period of
time after the end of each calendar year, the Trustee shall furnish to
each person who at any time during the calendar year was a Unit holder
of the Trust the following information in reasonable detail: (1) a
summary of transactions in the Trust for such year; (2) any Equity
Securities sold during the year and the Equity Securities held at the
end of such year by the Trust; (3) the redemption price per Unit based
upon a computation thereof on the 31st day of December of such year (or
the last business day prior thereto); and (4) amounts of income and
capital distributed during such year.

In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in the Trust furnished to it by the Evaluator.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its corporate trust office in the City of New York of the
certificates representing the Units to be redeemed, or in the case of
uncertificated Units, delivery of a request for redemption, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed to
be the date on which Units are received by the Trustee (if such day is a
day on which the New York Stock Exchange is open for trading), except
for Units received after 4:00 p.m. Eastern time (or as of any earlier
closing time on a day on which the New York Stock Exchange is scheduled
in advance to close at such earlier time), the date of tender is the
next day on which the New York Stock 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. Units
so redeemed shall be cancelled. Units tendered for redemption prior to
such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales
charge at the time of redemption.

Any Unit holder tendering 2,500 Units or more 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 Equity Securities
in an amount and value of Equity Securities per Unit 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 Equity 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 holder will
receive his pro rata number of whole shares of each of the Equity
Securities comprising the portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unit holder is
entitled. The Trustee may adjust the number of shares of any issue of
Equity Securities included in a Unit holder's In-Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made
on the basis of the value of Equity Securities on the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering Unit holder, the Trustee may sell Equity
Securities in the manner described above.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit

Page 22

holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"How are Income and Capital Distributed?" In the event the Trustee has
not been previously provided such number, one must be provided at the
time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of the Trust to the extent that funds are
available for such purpose, or from the Capital Account. All other
amounts paid on redemption shall be withdrawn from the Capital Account
of the Trust.

The Trustee is empowered to sell Equity Securities of the Trust in order
to make funds available for redemption. To the extent that Equity
Securities are sold, the size and diversity of the Trust will be
reduced. Such sales may be required at a time when Equity Securities
would not otherwise be sold and might result in lower prices than might
otherwise be realized.

   
The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the aggregate
underlying value of the Equity Securities in the Trust plus or minus
cash, if any, in the Income and Capital Accounts of the Trust. The
Redemption Price per Unit is the pro rata share of each Unit determined
by the Trustee by adding: (1) the cash on hand in the Trust other than
cash deposited in the Trust to purchase Equity Securities not applied to
the purchase of such Equity Securities; (2) the aggregate value of the
Equity Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Equity Securities in
the Trust next computed; and (3) dividends receivable on the Equity
Securities trading ex-dividend as of the date of computation; and
deducting therefrom: (1) amounts representing any applicable taxes or
governmental charges payable out of the Trust; (2) any amounts owing to
the Trustee for its advances; (3) an amount representing estimated
accrued expenses of the Trust, including but not limited to fees and
expenses of the Trustee (including legal and auditing fees), the
Evaluator and supervisory fees, if any; (4) cash held for distribution
to Unit holders of record of the Trust as of the business day prior to
the evaluation being made; and (5) other liabilities incurred by the
Trust; and finally dividing the results of such computation by the
number of Units of the Trust outstanding as of the date thereof. The
redemption price per Unit will be assessed the amount, if any, of the
remaining deferred sales charge at the time of redemption.
    

The aggregate value of the Equity Securities used to calculate the
Redemption Price per Unit will be determined in the following manner: if
the Equity Securities are listed on a national securities exchange or
the NASDAQ National Market System, this evaluation is generally based on
the closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or system, at the
closing bid prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefor is other than on the exchange,
the evaluation shall generally be based on the current bid prices on the
over-the-counter market (unless these prices are inappropriate as a
basis for evaluation). If current bid prices are unavailable, the
evaluation is generally determined (a) on the basis of current bid
prices for comparable securities, (b) by appraising the value of the
Equity Securities on the bid side of the market or (c) by any
combination of the above.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than
for customary weekend and holiday closings, or during which the
Securities and Exchange Commission determines that trading on the New
York Stock Exchange is restricted or any 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. Under certain extreme circumstances, the
Sponsor may apply to the Securities and Exchange Commission for an order
permitting a full or partial suspension of the right of Unit holders to
redeem their Units. The Trustee is not liable to any person in any way
for any loss or damage which may result from any such suspension or
postponement.

How May Units be Purchased by the Sponsor?

The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before 1:00 p.m. Eastern time on the same
business day and by making payment therefor to the Unit holder not later

Page 23

than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee
for redemption as any other Units. In the event the Sponsor does not
purchase Units, the Trustee may sell Units tendered for redemption in
the over-the-counter market, if any, as long as the amount to be
received by the Unit holder is equal to the amount he would have
received on redemption of the Units.

The offering price of any Units acquired by the Sponsor will be in
accord with the Public Offering Price described in the then effective
prospectus describing such Units. Any profit or loss resulting from the
resale or redemption of such Units will belong to the Sponsor.

How May Equity Securities be Removed from the Trust?

   
The Portfolio of the Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security in
the event that an issuer defaults in the payment of a dividend that has
been declared, that any action or proceeding has been instituted
restraining the payment of dividends or there exists any legal question
or impediment affecting such Equity Security, that the issuer of the
Equity Security has breached a covenant which would affect the payments
of dividends, the credit standing of the issuer or otherwise impair the
sound investment character of the Equity Security, that the issuer has
defaulted on the payment on any other of its outstanding obligations,
that the price of the Equity Security has declined to such an extent or
other such credit factors exist so that in the opinion of the Sponsor,
the retention of such Equity Securities would be detrimental to the
Trust. Except as stated under "Portfolio-What are Some Additional
Considerations for Investors?" for Failed Obligations, the acquisition
by the Trust of any securities or other property other than the Equity
Securities is prohibited. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired in
connection with a merger or other transaction. If such new or exchanged
securities or property are offered, the Trustee shall reject the offer.
However, in the event such securities or property are nonetheless
acquired by the Trust, they may be accepted for deposit in the Trust and
either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Equity Securities (or any
securities or other property received by the Trust in exchange for
Equity Securities) by the Trustee are credited to the Capital Account of
the Trust for distribution to Unit holders or to meet redemptions. The
Trustee may from time to time retain and pay compensation to the Sponsor
(or an affiliate of the Sponsor) to act as agent for the Trust with
respect to selling Equity Securities from the Trust. In acting in such
capacity the Sponsor or its affiliate will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.
    

The Trustee may also sell Equity Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose of
redeeming Units of the Trust tendered for redemption and the payment of
expenses.

The Sponsor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares
of individual issues of Equity Securities. To the extent this is not
practicable, the composition and diversity of the Equity Securities may
be altered. In order to obtain the best price for the Trust, it may be
necessary for the Sponsor to specify minimum amounts (generally 100
shares) in which blocks of Equity Securities are to be sold.

            INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is Dorsey, Wright & Associates?

Dorsey, Wright & Associates is an independent, privately-owned
registered investment advisory firm headquartered in Richmond, Virginia.
Thomas J. Dorsey and Watson H. Wright, the firm's two principals,
together have 35 years experience in the equity markets, both having
specialized in Point and Figure technical analysis throughout most of
their careers.

The discipline of Point and Figure Charting has been around since the
turn of the century. Dorsey, Wright & Associates has perfected the

Page 24

technique, establishing itself as one of the country's leading stock
analysis firms.

Furthermore, Dorsey, Wright & Associates has developed the same charting
method to track the relative strength of sectors and stocks compared to
a broad index. Dorsey, Wright & Associates currently charts close to
7,000 optionable stocks and 41 sectors.

Thomas Dorsey has published a book entitled "Point and Figure Charting."

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, The First Trust Special Situations Trust, The First Trust
Insured Corporate Trust, The First Trust of Insured Municipal Bonds and
The First Trust GNMA. First Trust introduced the first insured unit
investment trust in 1974 and to date more than $9 billion in First Trust
unit investment trusts have been deposited. The Sponsor's employees
include a team of professionals with many years of experience in the
unit investment trust industry. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and Securities Investor
Protection Corporation and has its principal offices at 1001 Warrenville
Road, Lisle, Illinois 60532; telephone number (630) 241-4141. As of
December 31, 1995, the total partners' capital of Nike Securities L.P.
was $9,033,760 (audited). (This paragraph relates only to the Sponsor
and not to the Trust or to any series thereof or to any other
Underwriter. The information is included herein only for the purpose of
informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)

Who is the Trustee?

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 770 Broadway, New York, New York 10003. Unit
holders who have questions regarding the Trust may call the Customer
Service Help Line at 1-800-682-7520. The Trustee is subject to
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, whose duties are ministerial in nature, has not
participated in the selection of the Equity Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."

The Trustee and any successor 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. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. 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 Indenture.
If upon resignation of a trustee no successor has accepted the
appointment within 30 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 a trustee becomes effective
only when the successor trustee accepts its appointment as such or when
a court of competent jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or
consolidation to which a Trustee shall be a party, shall be the
successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less than
$5,000,000.

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be

Page 25

liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Equity Securities. In the event of the failure of
the Sponsor to act under the Indenture, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under
the Indenture.

The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other
taxing authority having jurisdiction. In addition, the Indenture
contains other customary provisions limiting the liability of the Trustee.

If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
appoint a successor Sponsor at rates of compensation deemed by the
Trustee to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, or (b) terminate the Indenture and
liquidate the Trust as provided herein, or (c) continue to act as
Trustee without terminating the Indenture.

Who is the Evaluator?

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532. The
Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event 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 30 days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for the
appointment of a successor.

The Trustee, Sponsor and 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 Indenture
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 Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.

                            OTHER INFORMATION

How May the Indenture be Amended or Terminated?

The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as
shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).

The Indenture provides that the Trust shall terminate upon the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent of 100%
of the Unit holders of the Trust or by the Trustee when the value of the
Equity Securities owned by the Trust as shown by any evaluation, is less
than the lower of $2,000,000 or 20% of the total value of Equity
Securities deposited in such Trust during the primary offering period,
or in the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption by a
broker/dealer, including the Sponsor. If the Trust is liquidated because
of the redemption of unsold Units of the Trust by a broker/dealer, the
Sponsor will refund to each purchaser of Units of the Trust the entire
sales charge and the transaction fees paid by such purchaser. In the
event of termination, written notice thereof will be sent by the Trustee
to all Unit holders of the Trust. Within a reasonable period after
termination, the Trustee will follow the procedures set forth under "How
are Income and Capital Distributed?"

Commencing on the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of the Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his address appearing on the registration books of the Trust
maintained by the Trustee. At least 60 days prior to the Mandatory

Page 26

Termination Date of the Trust the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges), if
such Unit holder owns at least 2,500 Units of the Trust, rather than to
receive payment in cash for such Unit holder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity
Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least five business days
prior to the Mandatory Termination Date of the Trust. Unit holders not
electing a distribution of shares of Equity Securities will receive a
cash distribution from the sale of the remaining Equity Securities
within a reasonable time after the Trust is terminated. Regardless of
the distribution involved, the Trustee will deduct from the funds of the
Trust any accrued costs, expenses, advances or indemnities provided by
the Trust Agreement, including estimated compensation of the Trustee and
costs of liquidation and any amounts required as a reserve to provide
for payment of any applicable taxes or other governmental charges. Any
sale of Equity Securities in the Trust upon termination may result in a
lower amount than might otherwise be realized if such sale were not
required at such time. The Trustee will then distribute to each Unit
holder his pro rata share of the balance of the Income and Capital
Accounts.

Legal Opinions

The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn, will act as counsel for the Trustee and as
special New York tax counsel for the Trust.

Experts

The statement of net assets, including the schedule of investments, of
the Trust at the opening of business on the Initial Date of Deposit
appearing in this Prospectus and Registration Statement has been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein and in the Registration Statement,
and is included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

Page 27

                     REPORT OF INDEPENDENT AUDITORS

   
The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 156
    

   
We have audited the accompanying statement of net assets, including the
schedule of investments, of The First Trust Special Situations Trust,
Series 156, comprised of Dorsey, Wright Sector Trusts, Healthcare Series
1, at the opening of business on September 24, 1996. This statement of
net assets is the responsibility of the Trust's Sponsor. Our
responsibility is to express an opinion on this statement of net assets
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 net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on September 24,
1996. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.
    

   
In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of The First
Trust Special Situations Trust, Series 156, comprised of Dorsey, Wright
Sector Trusts, Healthcare Series 1, at the opening of business on
September 24, 1996 in conformity with generally accepted accounting
principles.
    

                                        ERNST & YOUNG LLP

   
Chicago, Illinois
September 24, 1996
    

Page 28

                                                  Statement of Net Assets
   
                        DORSEY, WRIGHT SECTOR TRUSTS, HEALTHCARE SERIES 1
                     The First Trust Special Situations Trust, Series 156
                At the Opening of Business on the Initial Date of Deposit
                                                       September 24, 1996
    

<TABLE>
<CAPTION>

                                                         NET ASSETS                                                           
<S>                                                                                                           <C>             
Investment in Equity Securities represented by purchase contracts (1) (2)                                     $150,520        
Organizational and offering costs (3)                                                                           45,000        
                                                                                                              ________        
                                                                                                               195,520       
Less accrued organizational and offering costs (3)                                                             (45,000)      
Less liability for deferred sales charge (4)                                                                    (5,118)       
                                                                                                              ________       
Net assets                                                                                                    $145,402        
                                                                                                              ========       
Units outstanding                                                                                               15,052        

                                                   ANALYSIS OF NET ASSETS                                                    
Cost to investors (5)                                                                                         $150,520       
Less sales charge (5)                                                                                           (5,118)      
                                                                                                              ________      
Net assets                                                                                                    $145,402       
                                                                                                              ========      
</TABLE>

[FN]
                    NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" is based on their aggregate underlying value.

(2) An irrevocable letter of credit totaling $200,000 issued by Bankers
Trust Company has been deposited with the Trustee as collateral, which
is sufficient to cover the monies necessary for the purchase of the
Equity Securities pursuant to contracts for the purchase of such Equity
Securities.

(3) The Trust will bear all or a portion of its estimated organizational
and offering costs which will be deferred and charged off over a period
not to exceed the life of the Trust (approximately two years). The
estimated organizational and offering costs are based on 2,500,000 Units
of the Trust expected to be issued. To the extent the number of Units
issued is larger or smaller, the estimate will vary.

(4) Represents the amount of mandatory distributions from the Trust ($.34
per Unit), payable to the Sponsor in ten equal monthly installments
beginning on November 29, 1996, and on the last business day of each
month thereafter through August 29, 1997. If Units are redeemed prior to
August 29, 1997, the remaining amount of the deferred sales charge
applicable to such Units will be payable at the time of redemption.

(5) The aggregate cost to investors includes a deferred sales charge
computed at the rate of 3.4% of the Public Offering Price (equivalent to
3.4% of the net amount invested, exclusive of the deferred sales
charge), assuming no reduction of sales charge for quantity purchases.

Page 29                                                                  

                                                  Schedule of Investments
   
                        DORSEY, WRIGHT SECTOR TRUSTS, HEALTHCARE SERIES 1
                     The First Trust Special Situations Trust, Series 156
                At the Opening of Business on the Initial Date of Deposit
                                                       September 24, 1996
    

<TABLE>
<CAPTION>
                                                                              Percentage        Market          Cost of         
Number                                                                        of Aggregate      Value           Equity          
of            Ticker Symbol and                                               Offering          per             Securities      
Shares        Name of Issuer of Equity Securities (1)                         Price             Share           to Trust (2)    
______        _______________________________________                         ____________      ______          __________      
<S>           <C>                                                             <C>               <C>             <C>             
195           AGN         Allergan, Inc.                                      4.97%             $38.375         $  7,483         
210           EMT         American Medical Response, Inc.                     4.99%              35.750            7,508         
123           AMGN        Amgen, Inc.                                         4.99%              61.000            7,503         
377           AMRI        Amrion, Inc.                                        5.07%              20.250            7,634         
405           BMP         Ballard Medical Products                            5.01%              18.625            7,543         
108           BGEN        Biogen, Inc.                                        5.06%              70.500            7,614         
136           BSX         Boston Scientific Corporation                       4.99%              55.250            7,514         
132           COL         Columbia/HCA Healthcare Corporation                 5.00%              57.000            7,524         
109           G           Gillette Company                                    5.01%              69.125            7,535         
254           IVCR        Invacare Corporation                                4.89%              29.000            7,366         
149           JNJ         Johnson & Johnson                                   5.02%              50.750            7,562         
121           MDT         Medtronic, Inc.                                     4.97%              61.875            7,487         
278           MNTR        Mentor Corporation                                  5.03%              27.250            7,575         
108           MRK         Merck & Company, Inc.                               4.98%              69.375            7,492         
375           MUL         Multicare Companies, Inc.                           5.08%              20.375            7,641         
160           OXHP        Oxford Health Plans, Inc.                           4.93%              46.375            7,420         
 99           PFE         Pfizer, Inc.                                        5.00%              76.000            7,524         
192           USS         US Surgical Corporation                             5.01%              39.250            7,536         
179           UNH         United HealthCare Corporation                       5.02%              42.250            7,563         
116           WLA         Warner-Lambert Company                              4.98%              64.625            7,496         
                                                                              _____                             ________      
                          Total Investments                                    100%                             $150,520        
                                                                              =====                             ========      
</TABLE>

[FN]
(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
contracts to purchase Equity Securities were entered into by the Sponsor
on September 23, 1996. The Trust has a mandatory termination date of
October 1, 1998.

(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the last sale prices of the listed
Equity Securities and the ask prices of the over-the-counter traded
Equity Securities on the business day preceding the Initial Date of
Deposit). The valuation of the Equity Securities has been determined by
the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit was
$150,520. Cost and loss to Sponsor relating to the Equity Securities
sold to the Trust were $150,736 and $216, respectively.

Page 30
                 This page is intentionally left blank.

Page 31

CONTENTS:
Summary of Essential Information                          4 
Dorsey, Wright Sector Trusts, Healthcare Series 1           
The First Trust Special Situations Trust, Series 156:       
   What is The First Trust Special Situations Trust?      6 
   What are the Expenses and Charges?                     7 
   What is the Federal Tax Status of Unit Holders?        9 
   Why are Investments in the Trust Suitable for            
      Retirement Plans?                                  11 
Portfolio:                                                  
   What are Equity Securities?                           11 
   Risk Factors                                          12 
   What are the Equity Securities Selected for              
      Dorsey, Wright Sector Trusts, Healthcare Series 1? 14 
   What are Some Additional Considerations                  
      for Investors?                                     16 
Public Offering:                                            
   How is the Public Offering Price Determined?          16 
   How are Units Distributed?                            18 
   What are the Sponsor's Profits?                       19 
      Will There be a Secondary Market?                  20 
Rights of Unit Holders:                                     
   How is Evidence of Ownership                             
      Issued and Transferred?                            20 
   How are Income and Capital Distributed?               21 
   What Reports will Unit Holders Receive?               22 
   How May Units be Redeemed?                            22 
   How May Units be Purchased by the Sponsor?            23 
   How May Equity Securities be Removed                     
      from the Trust?                                    24 
Information as to Sponsor, Trustee and Evaluator:           
   Who is Dorsey, Wright & Associates?                   24 
   Who is the Sponsor?                                   25 
   Who is the Trustee?                                   25 
   Limitations on Liabilities of Sponsor                    
      and Trustee                                        25 
   Who is the Evaluator?                                 26 
Other Information:                                          
   How May the Indenture be Amended                         
      or Terminated?                                     26 
   Legal Opinions                                        27 
   Experts                                               27 
Report of Independent Auditors                           28 
Statement of Net Assets                                  29 
Notes to Statement of Net Assets                         29 
Schedule of Investments                                  30 

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS 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 HEREBY MADE.

                   FIRST TRUST (registered trademark)
   
                            DORSEY, WRIGHT
                      SECTOR TRUSTS, HEALTHCARE
                               SERIES 1
    
                          Nike Securities L.P.
              Sponsor of First Trust (registered trademark)
                             1-800-621-9533

                                Trustee:

                        The Chase Manhattan Bank
                              770 Broadway
                        New York, New York 10003
                             1-800-682-7520

   
                          September 24, 1996
    

                      PLEASE RETAIN THIS PROSPECTUS
                          FOR FUTURE REFERENCE

                                
               CONTENTS OF REGISTRATION STATEMENT

A.   Bonding Arrangements of Depositor:

     Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
     in  the  total  amount  of  $1,000,000,  the  insurer  being
     National Union Fire Insurance Company of Pittsburgh.

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

     The facing sheet
     
     The Cross-Reference Sheet
     
     The Prospectus
     
     The signatures
     
     Exhibits
     
     Financial Data Schedule
     
     
                               S-1
                           SIGNATURES
     
     The  Registrant,  The First Trust Special Situations  Trust,
Series  156, hereby identifies The First Trust Special Situations
Trust, Series 4 Great Lakes Growth and Treasury Trust, Series  1,
The  First  Trust Special Situations Trust, Series  18  Wisconsin
Growth  and Treasury Securities Trust, Series 1, The First  Trust
Special Situations Trust, Series 119 and The First Trust Combined
Series 248, for purposes of the representations required by  Rule
487 and represents the following:
     
     (1)   that the portfolio securities deposited in the  series
as  to  the  securities of which this Registration  Statement  is
being  filed  do  not differ materially in type or  quality  from
those deposited in such previous series;
     
     (2)   that,  except to the extent necessary to identify  the
specific  portfolio  securities  deposited  in,  and  to  provide
essential  financial information for, the series with respect  to
the  securities  of  which this Registration Statement  is  being
filed,  this  Registration Statement does not contain disclosures
that  differ in any material respect from those contained in  the
registration statements for such previous series as to which  the
effective date was determined by the Commission or the staff; and
     
     (3)  that it has complied with Rule 460 under the Securities
Act of 1933.
     
     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant, The First Trust Special Situations Trust, Series
156, has duly caused this Amendment to Registration Statement  to
be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized,  in  the Village of Lisle and State  of  Illinois  on
September 24, 1996.

                              THE FIRST TRUST SPECIAL SITUATIONS
                              TRUST, SERIES 156

                              By   NIKE SECURITIES L.P.
                                        Depositor
                              
                              
                              
                              
                              By   Robert M. Porcellino
                                      Vice President



                               S-2
     
     Pursuant to the requirements of the Securities Act of  1933,
this  Amendment  to the Registration Statement  has  been  signed
below  by  the following person in the capacity and on  the  date
indicated:

       NAME                TITLE*                       DATE

Robert D. Van Kampen   Sole Director       )
                       of Nike Securities  )
                       Corporation, the    )  September 24, 1996
                       General Partner of  )
                       Nike Securities L.P.)
                                           )
                                           )
                                           )Robert M. Porcellino
                                           ) Attorney-in-Fact**
                                           )
                                           )



   *   The  title  of  the  person named  herein  represents  his
       capacity  in  and  relationship to Nike  Securities  L.P.,
       Depositor.

   **  An  executed  copy of the related power  of  attorney  was
       filed  with  the  Securities and  Exchange  Commission  in
       connection  with the Amendment No. 1 to Form  S-6  of  The
       First  Trust  Combined Series 258 (File No. 33-63483)  and
       the same is hereby incorporated herein by this reference.

                               S-3
                 CONSENT OF INDEPENDENT AUDITORS
     
     We  consent  to the reference to our firm under the  caption
"Experts" and to the use of our report dated September 24,  1996,
in Amendment No. 2 to the Registration Statement (Form S-6) (File
No.  333-08513) and related Prospectus of The First Trust Special
Situations Trust, Series 156.



                                               ERNST & YOUNG LLP


Chicago, Illinois
September 24, 1996
                                
                                
                       CONSENTS OF COUNSEL
     
     The  consents  of counsel to the use of their names  in  the
Prospectus  included  in  this  Registration  Statement  will  be
contained  in their respective opinions to be filed  as  Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
                                
                                
              CONSENT OF FIRST TRUST ADVISORS L.P.
     
     The  consent of First Trust Advisors L.P. to the use of  its
name  in  the  Prospectus included in the Registration  Statement
will be filed as Exhibit 4.1 to the Registration Statement.
     
                                
                               S-4
                          EXHIBIT INDEX

1.1      Form  of Standard Terms and Conditions of Trust for  The
         First  Trust  Special Situations Trust,  Series  22  and
         certain  subsequent Series, effective November 20,  1991
         among  Nike Securities L.P., as Depositor, United States
         Trust   Company  of  New  York  as  Trustee,  Securities
         Evaluation Service, Inc., as Evaluator, and First  Trust
         Advisors  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         43693]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 22).

1.1.1    Form  of  Trust  Agreement for  Series  156  among  Nike
         Securities L.P., as Depositor, The Chase Manhattan Bank,
         as  Trustee and First Trust Advisors L.P., as  Evaluator
         and Portfolio Supervisor.

1.2      Copy  of  Certificate  of Limited  Partnership  of  Nike
         Securities L.P. (incorporated by reference to  Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.3      Copy   of   Amended  and  Restated  Limited  Partnership
         Agreement  of  Nike  Securities  L.P.  (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18).

1.4      Copy  of  Articles of Incorporation of  Nike  Securities
         Corporation,  the  general partner  of  Nike  Securities
         L.P.,  Depositor (incorporated by reference to Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.5      Copy  of  By-Laws  of Nike Securities  Corporation,  the
         general  partner  of  Nike  Securities  L.P.,  Depositor
         (incorporated by reference to Amendment No. 1 to Form S-
         6 [File No. 33-42683] filed on behalf of The First Trust
         Special Situations Trust, Series 18).

1.6      Underwriter  Agreement  (incorporated  by  reference  to
         Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 19).

2.1      Copy  of  Certificate of Ownership (included in  Exhibit
         1.1 filed herewith on page 2 and incorporated herein  by
         reference).

                               S-5

3.1      Opinion  of  counsel as to legality of securities  being
         registered.

3.2      Opinion  of counsel as to Federal income tax  status  of
         securities being registered.

3.3      Opinion  of counsel as to New York income tax status  of
         securities being registered.

3.4      Opinion  of  counsel  as  to  advancement  of  funds  by
         Trustee.

4.1      Consent of First Trust Advisors L.P.

6.1      List  of  Directors and Officers of Depositor and  other
         related   information  (incorporated  by  reference   to
         Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 18).

7.1      Power  of  Attorney executed by the Director  listed  on
         page S-3 of this Registration Statement (incorporated by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         63483]  filed  on  behalf of The  First  Trust  Combined
         Series 258).


                                
                                
                               S-6



      THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 156
                                
                         TRUST AGREEMENT
                                
                   Dated:  September 24, 1996
     
     The   Trust  Agreement  among  Nike  Securities   L.P.,   as
Depositor,  The Chase Manhattan Bank, as Trustee and First  Trust
Advisors L.P., as Evaluator and Portfolio Supervisor, sets  forth
certain  provisions in full and incorporates other provisions  by
reference to the document entitled "Standard Terms and Conditions
of  Trust for The First Trust Special Situations Trust, Series 22
and  certain  subsequent  Series, Effective  November  20,  1991"
(herein called the "Standard Terms and Conditions of Trust"), and
such  provisions  as are incorporated by reference  constitute  a
single  instrument.   All  references  herein  to  Articles   and
Sections  are to Articles and Sections of the Standard Terms  and
Conditions of Trust.
                                
                                
                        WITNESSETH THAT:
     
     In   consideration  of  the  premises  and  of  the   mutual
agreements  herein  contained, the Depositor,  the  Trustee,  the
Evaluator and the Portfolio Supervisor agree as follows:
                                
                                
                             PART I
                                
                                
             STANDARD TERMS AND CONDITIONS OF TRUST
     
     Subject  to  the provisions of Part II and Part III  hereof,
all the provisions contained in the Standard Terms and Conditions
of  Trust  are herein incorporated by reference in their entirety
and  shall be deemed to be a part of this instrument as fully and
to  the same extent as though said provisions had been set  forth
in full in this instrument.
                                
                                
                             PART II
                                
                                
              SPECIAL TERMS AND CONDITIONS OF TRUST
     
     The following special terms and conditions are hereby agreed
to:
     
     A.     The  Securities  initially  deposited  in  the  Trust
pursuant to Section 2.01 of the Standard Terms and Conditions  of
Trust are set forth in the Schedules hereto.
     
     B.    (1) The aggregate number of Units outstanding for  the
Trust on the Initial Date of Deposit is 15,052 Units.
     
           (2)  The initial fractional undivided interest in  and
ownership of the Trust represented by each Unit thereof shall  be
1/15,052.
     
     Documents  representing this number of Units for  the  Trust
are  being delivered by the Trustee to the Depositor pursuant  to
Section 2.03 of the Standard Terms and Conditions of Trust.
     
        C. The Percentage Ratio is as follows on the Initial Date
of Deposit:
          
          4.97%  Allergan, Inc.,  4.99% American  Medical
          Response,  Inc.,  4.99%   Amgen,  Inc.,  5.07%
          Amrion, Inc.,  5.01%  Ballard Medical Products
          5.06% Biogen, Inc.,  4.99%  Boston  Scientific
          Corporation,  5.00%  Columbia/HCA  Healthcare
          Corporation,  5.01%  Gillette  Company,  4.89%
          Invacare Corporation,  5.02% Johnson & Johnson,
          4.97% Medtronic, Inc., 5.03% Mentor Corporation
          4.98%  Merck & Company, Inc.,  5.08%  Multicare
          Companies,  Inc.,   4.93%  Oxford Health Plans,
          Inc.,  5.00% Pfizer, Inc.,  5.01%  US  Surgical
          Corporation, 5.02% United HealthCare Corporation,
          4.98%  Warner-Lambert Company
          
     
     D.   The Record Date shall be as set forth in the prospectus
for  the  sale  of Units dated the date hereof (the "Prospectus")
under "Summary of Essential Information."
     
     E.    The  Distribution Date shall be as set  forth  in  the
Prospectus under "Summary of Essential Information."
     
     F.    The Mandatory Termination Date for the Trust shall  be
as  set  forth  in  the  Prospectus under "Summary  of  Essential
Information."
     
     G.     The  Evaluator's  compensation  as  referred  to   in
Section 4.03 of the Standard Terms and Conditions of Trust  shall
be  an  annual fee of $.0030 per Unit, calculated  based  on  the
largest number of Units outstanding during each period in respect
of which a payment is made pursuant to Section 3.05, payable on a
Distribution  Date.   Such  fee may exceed  the  actual  cost  of
providing such evaluation services for the Trust, but at no  time
will  the  total amount received for evaluation services rendered
to  unit investment trusts of which Nike Securities L.P.  is  the
sponsor  in  any calendar year exceed the aggregate cost  to  the
Evaluator of supplying such services in such year.
     
     H.     The   Trustee's   Compensation   Rate   pursuant   to
Section 6.04 of the Standard Terms and Conditions of Trust  shall
be  an  annual  fee of $.0096 per Unit, calculated based  on  the
largest number of Units outstanding during each period in respect
of which a payment is made pursuant to Section 3.05.  However, in
no  event,  except as may otherwise be provided in  the  Standard
Terms   and  Conditions  of  Trust,  shall  the  Trustee  receive
compensation in any one year from any Trust of less  than  $2,000
for such annual compensation.
     
     I.    The Initial Date of Deposit for the Trust is September
24, 1996.
     
     J.    The minimum amount of Equity Securities to be sold  by
the  Trustee  pursuant to Section 5.02 of the Indenture  for  the
redemption of Units shall be 100 shares.
                                
                                
                            PART III
     
     A.   Section 1.01(2) shall be amended to read as follows:
     
           "(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."
     
     All references to United States Trust Company of New York in
the  Standard Terms and Conditions of Trust shall be  amended  to
refer to The Chase Manhattan Bank.
     
     B.    The  term  "Capital  Account"  as  set  forth  in  the
Prospectus shall be deemed to refer to the "Principal Account."

     C.    Paragraph (b) of Section 2.01 shall be restated in its
entirety  as  follows  and, in connection  therewith,  the  third
paragraph of Section 3.02 shall be deleted:
     
          (b)(1)From time to time following the Initial  Date  of
     Deposit,  the  Depositor  is  hereby  authorized,   in   its
     discretion,  to  assign,  convey to  and  deposit  with  the
     Trustee (i) additional Securities, duly endorsed in blank or
     accompanied  by all necessary instruments of assignment  and
     transfer  in proper form, (ii) Contract Obligations relating
     to  such  additional Securities, accompanied by cash  and/or
     Letter(s)  of Credit as specified in paragraph (c)  of  this
     Section  2.01, or (iii) cash (or a Letter of Credit in  lieu
     of   cash)   with   instructions  to   purchase   additional
     Securities,  in an amount equal to the portion of  the  Unit
     Value  of the Units created by such deposit attributable  to
     the   Securities   to   be  purchased   pursuant   to   such
     instructions.    Except  as  provided   in   the   following
     subparagraphs (2), (3) and (4) the Depositor, in each  case,
     shall  ensure  that  each deposit of  additional  Securities
     pursuant  to  this  Section shall  maintain,  as  nearly  as
     practicable,  the Percentage Ratio.  Each  such  deposit  of
     additional Securities shall be made pursuant to a Notice  of
     Deposit  of Additional Securities delivered by the Depositor
     to   the   Trustee.   Instructions  to  purchase  additional
     Securities shall be in writing, and shall specify  the  name
     of  the  Security,  CUSIP number, if any, aggregate  amount,
     price  or  price  range  and date  to  be  purchased.   When
     requested by the Trustee, the Depositor shall act as  broker
     to  execute  purchases in accordance with such instructions;
     the Depositor shall be entitled to compensation therefor  in
     accordance with applicable law and regulations.  The Trustee
     shall  have  no  liability  for  any  loss  or  depreciation
     resulting from any purchase made pursuant to the Depositor's
     instructions or made by the Depositor as broker.
          
          (2)   Additional  Securities (or  Contract  Obligations
     therefor)  may, at the Depositor's discretion, be  deposited
     or  purchase in round lots.  If the amount of the deposit is
     insufficient  to acquire round lots of each Security  to  be
     acquired,  the additional Securities shall be  deposited  or
     purchased  in  the order of the Security in the  Trust  most
     under-represented  immediately  before  the   deposit   with
     respect to the Percentage Ratio.
          
          (3)   If  at  the  time  of  a  deposit  of  additional
     Securities, Securities of an issue deposited on the  Initial
     Date  of  Deposit (or of an issue of Replacement  Securities
     acquired  to replace an issue deposited on the Initial  Date
     of   Deposit)  are  unavailable,  cannot  be  purchased   at
     reasonable  prices  or  their  purchase  is  prohibited   or
     restricted  by  applicable law, regulation or policies,  the
     Depositor  may  (i)  deposit, or  instruct  the  Trustee  to
     purchase,  in  lieu thereof, another issue of Securities  or
     Replacement Securities or (ii) deposit cash or a  letter  of
     credit  in an amount equal to the valuation of the issue  of
     Securities   whose   acquisition  is   not   feasible   with
     instructions to acquire such Securities of such  issue  when
     they become available.
          
          (4)    Any  contrary  authorization  in  the  preceding
     subparagraphs (1) through (3) notwithstanding,  deposits  of
     additional   Securities  made  after   the   90-day   period
     immediately  following the Initial Date of  Deposit  (except
     for deposits made to replace Failed Contract Obligations  if
     such  deposits occur with 20 days from the date of a failure
     occurring within such initial 90-day period) shall  maintain
     exactly  the Percentage Ratio existing immediately prior  to
     such deposit.
          
          (5)   In connection with and at the time of any deposit
     of  additional Securities pursuant to this Section  2.01(b),
     the  Depositor  shall  exactly replicate  Cash  (as  defined
     below) received or receivable by the Trust as of the date of
     such deposit.  For purposes of this paragraph, "Cash" means,
     as  to  the  Capital Account, cash or other property  (other
     than   Securities)  on  hand  in  the  Capital  Account   or
     receivable and to be credited to the Capital Account  as  of
     the   date  of  the  deposit  (other  than  amounts  to   be
     distributed  solely to persons other than holders  of  Units
     created by the deposit) and, as to the Income Account,  cash
     or  other property (other than Securities) received  by  the
     Trust  as  of the date of the deposit or receivable  by  the
     Trust  in  respect  of a record date  for  a  payment  on  a
     Security  which has occurred or will occur before the  Trust
     will  be the holder of record of a Security, reduced by  the
     amount  of any cash or other property received or receivable
     on  any Security allocable (in accordance with the Trustee's
     calculations  of  distributions  from  the  Income   Account
     pursuant  to Section 3.05) to a distribution made or  to  be
     made  in  respect of a Record Date occurring  prior  to  the
     deposit.   Such replication will be made on the basis  of  a
     fraction,  the  numerator of which is the  number  of  Units
     created by the deposit and the denominator of which  is  the
     number  of Units which are outstanding immediately prior  to
     the deposit.

     D.   The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
          
          "Any  non-cash distributions (other than a  non-taxable
     distribution  of the shares of the distributing  corporation
     which  shall  be retained by a Trust) received  by  a  Trust
     shall be dealt with in the manner described at Section 3.11,
     herein,  and shall be retained or disposed of by such  Trust
     according  to  those  provisions.   The  proceeds   of   any
     disposition  shall be credited to the Income  Account  of  a
     Trust.   Neither  the  Trustee nor the  Depositor  shall  be
     liable  or responsible in any way for depreciation  or  loss
     incurred by reason of any such sale."

      E.    Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to  read
as follows:
          
          "On each Distribution Date the Trustee shall distribute
     to  each  Unit holder of record at the close of business  on
     the Record Date immediately preceding such Distribution Date
     an  amount  per  Unit equal to such Unit holder's  pro  rata
     share  of  the balance of the Principal Account (except  for
     monies  on  deposit  therein required to  purchase  Contract
     Obligations)  computed as of the close of business  on  such
     Record  Date  after  deduction of any  amounts  provided  in
     Subsection I."

     F.   Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
          
          "II.  (a) On each Distribution Date, the Trustee  shall
     distribute  to each Unit holder of record at  the  close  of
     business  on  the  Record  Date immediately  preceding  such
     Distribution  Date  an amount per Unit equal  to  such  Unit
     holder's  Income Distribution (as defined below), plus  such
     Unit holder's pro rata share of the balance of the Principal
     Account  (except for monies on deposit therein  required  to
     purchase  Contract Obligations) computed as of the close  of
     business on such Record Date after deduction of any  amounts
     provided  in  Subsection  I,  provided,  however,  that  the
     Trustee  shall  not be required to make a distribution  from
     the  Principal  Account  unless  the  amount  available  for
     distribution shall equal $1.00 per 100 Units.
          
          Each  Trust  shall  provide the following  distribution
     elections:  (1) distributions to be made by check mailed  to
     the post office address of the Unit holder as it appears  on
     the  registration books of the Trustee, or (2) the following
     reinvestment option:
               
               The Trustee will, for any Unit holder who provides
          the  Trustee written instruction, properly executed and
          in  form satisfactory to the Trustee, received  by  the
          Trustee no later than its close of business 10 business
          days  prior to a Record Date (the "Reinvestment  Notice
          Date"),  reinvest such Unit holder's distribution  from
          the  Income and Capital Accounts in Units of the Trust,
          purchased  from  the  Depositor,  to  the  extent   the
          Depositor shall make Units available for such purchase,
          at  the  Depositor's offering price  as  of  the  fifth
          business day prior to the following Distribution  Date,
          and at such reduced sales charge as may be described in
          the prospectus for the Trusts.  If, for any reason, the
          Depositor  does  not have Units of the Trust  available
          for  purchase, the Trustee shall distribute  such  Unit
          holder's  distribution  from  the  Income  and  Capital
          Accounts  in the manner provided in clause (1)  of  the
          preceding paragraph.  The Trustee shall be entitled  to
          rely  on  a  written  instruction received  as  of  the
          Reinvestment Notice Date and shall not be  affected  by
          any  subsequent  notice to the contrary.   The  Trustee
          shall   have   no  responsibility  for  any   loss   or
          depreciation  resulting from any reinvestment  made  in
          accordance  with this paragraph, or for any failure  to
          make  such reinvestment in the event the Depositor does
          not make Units available for purchase.
          
          Any   Unit  holder  who  does  not  effectively   elect
     reinvestment in Units of their respective Trust pursuant  to
     the preceding paragraph shall receive a cash distribution in
     the  manner  provided in clause (1) of the second  preceding
     paragraph."

     G.   Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:
          
          "II.  (b)  For purposes of this Section 3.05, the  Unit
     holder's  Income Distribution shall be equal  to  such  Unit
     holder's  pro rata share of the cash balance in  the  Income
     Account  computed as of the close of business on the  Record
     Date  immediately  preceding such Income Distribution  after
     deduction  of  (i)  the  fees and expenses  then  deductible
     pursuant  to Section 3.05.I. and (ii) the Trustee's estimate
     of  other expenses properly chargeable to the Income Account
     pursuant  to the Indenture which have accrued,  as  of  such
     Record  Date, or are otherwise properly attributable to  the
     period to which such Income Distribution relates."

      H.    Section 3.11 of the Standard Terms and Conditions  of
Trust  is  hereby deleted in its entirety and replaced  with  the
following language:
          
          "Section 3.11. Notice to Depositor.
          
          In  the event that the Trustee shall have been notified
     at  any  time  of any action to be taken or proposed  to  be
     taken  by  at least a legally required number of holders  of
     any  Securities deposited in a Trust, the Trustee shall take
     such  action or omit from taking any action, as appropriate,
     so  as to insure that the Securities are voted as closely as
     possible  in the same manner and the same general proportion
     as are the Securities held by owners other than such Trust.
          
          In  the event that an offer by the issuer of any of the
     Securities  or any other party shall be made  to  issue  new
     securities, or to exchange securities, for Trust Securities,
     the  Trustee shall reject such offer.  However,  should  any
     issuance,    exchange    or   substitution    be    effected
     notwithstanding such rejection or without an initial  offer,
     any  securities,  cash  and/or property  received  shall  be
     deposited   hereunder  and  shall  be  promptly   sold,   if
     securities  or  property,  by the Trustee  pursuant  to  the
     Depositor's  direction,  unless the  Depositor  advises  the
     Trustee  to keep such securities or property.  The Depositor
     may  rely  on  the Portfolio Supervisor in so  advising  the
     Trustee.   The  cash  received in  such  exchange  and  cash
     proceeds  of  any  such sales shall be distributed  to  Unit
     holders  on  the  next distribution date in the  manner  set
     forth  in  Section  3.05  regarding distributions  from  the
     Principal  Account.   The Trustee shall  not  be  liable  or
     responsible in any way for depreciation or loss incurred  by
     reason of any such sale.
          
          Neither  the Depositor nor the Trustee shall be  liable
     to  any  person  for any action or failure  to  take  action
     pursuant to the terms of this Section 3.11.
          
          Whenever  new  securities or property is  received  and
     retained  by  a  Trust pursuant to this  Section  3.11,  the
     Trustee shall, within five days thereafter, mail to all Unit
     holders  of  such  Trust notices of such acquisition  unless
     legal counsel for such Trust determines that such notice  is
     not  required  by  The Investment Company Act  of  1940,  as
     amended."
     
     I.    Section 3.05 of Article III of the Standard Terms  and
Conditions  of  Trust is hereby amended to include the  following
subsection:
          
          "Section  3.05.I.(e) deduct from the  Interest  Account
     or,  to  the extent funds are not available in such Account,
     from  the  Principal Account and pay to  the  Depositor  the
     amount  that it is entitled to receive pursuant  to  Section
     3.14.
     
     J.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the following  paragraphs
which shall be entitled Section 3.14.:
          
          "Section 3.14. Bookkeeping and Administrative Expenses.
     As   compensation  for  providing  bookkeeping   and   other
     administrative services of a character described in  Section
     26(a)(2)(C)  of the Investment Company Act of  1940  to  the
     extent  such  services  are  in  addition  to,  and  do  not
     duplicate,  the  services to be provided  hereunder  by  the
     Trustee  or  the  Portfolio Supervisor, the Depositor  shall
     receive against a statement or statements therefor submitted
     to  the Trustee monthly or annually an aggregate annual  fee
     in an amount as set forth in the Prospectus times the number
     of Units outstanding as of January 1 of such year except for
     a  year  or  years  in which an initial offering  period  as
     determined  by  Section 4.01 of this  Indenture  occurs,  in
     which  case  the fee for a month is based on the  number  of
     Units outstanding at the end of such month (such annual  fee
     to be pro rated for any calendar year in which the Depositor
     provides  service during less than the whole of such  year),
     but  in no event shall such compensation when combined  with
     all  compensation received from other unit investment trusts
     for which the Depositor hereunder is acting as Depositor for
     providing  such bookkeeping and administrative  services  in
     any calendar year exceed the aggregate cost to the Depositor
     providing  services  to such unit investment  trusts.   Such
     compensation  may,  from time to time, be adjusted  provided
     that  the total adjustment upward does not, at the  time  of
     such   adjustment,  exceed  the  percentage  of  the   total
     increase,  after  the  date hereof, in consumer  prices  for
     services  as  measured  by the United States  Department  of
     Labor Consumer Price Index entitled "All Services Less  Rent
     of Shelter" or similar index, if such index should no longer
     be published.  The consent or concurrence of any Unit holder
     hereunder  shall not be required for any such adjustment  or
     increase.   Such compensation shall be paid by the  Trustee,
     upon  receipt  of invoice therefor from the Depositor,  upon
     which, as to the cost incurred by the Depositor of providing
     services  hereunder  the  Trustee may  rely,  and  shall  be
     charged  against the Interest and Principal Accounts  on  or
     before  the  Distribution Date following the Monthly  Record
     Date  on  which  such period terminates.  The Trustee  shall
     have  no liability to any Certificateholder or other  person
     for any payment made in good faith pursuant to this Section.
          
          If  the  cash  balance  in the Interest  and  Principal
     Accounts  shall  be  insufficient  to  provide  for  amounts
     payable  pursuant  to this Section 3.14, the  Trustee  shall
     have  the power to sell (i) Bonds from the current  list  of
     Bonds designated to be sold pursuant to Section 5.02 hereof,
     or (ii) if no such Bonds have been so designated, such Bonds
     as  the  Trustee may see fit to sell in its own  discretion,
     and to apply the proceeds of any such sale in payment of the
     amounts payable pursuant to this Section 3.14.
          
          Any  moneys payable to the Depositor pursuant  to  this
     Section  3.14 shall be secured by a prior lien on the  Trust
     Fund except that no such lien shall be prior to any lien  in
     favor  of  the Trustee under the provisions of Section  6.04
     herein.

      K.    Section 5.02 of the Standard Terms and Conditions  of
Trust  is  amended  by  adding  the following  after  the  second
paragraph of such section:
          
          "Notwithstanding  anything herein to the  contrary,  in
     the  event that any tender of Units pursuant to this Section
     5.02  would result in the disposition by the Trustee of less
     than a whole Security, the Trustee shall distribute cash  in
     lieu  thereof  and sell such Securities as directed  by  the
     Sponsors as required to make such cash available.
          
          Unit  holders may redeem 2,500 Units or more of a Trust
     and request a distribution in kind of (i) such Unit holder's
     pro rata portion of each of the Securities in such Trust, in
     whole  shares,  and  (ii) cash equal to such  Unit  holder's
     pro  rata  portion of the Income and Principal  Accounts  as
     follows:  (x) a pro rata portion of the net proceeds of sale
     of   the   Securities  representing  any  fractional  shares
     included  in  such  Unit  holder's pro  rata  share  of  the
     Securities  and  (y)  such other cash  as  may  properly  be
     included in such Unit holder's pro rata share of the sum  of
     the cash balances of the Income and Principal Accounts in an
     amount equal to the Unit Value determined on the basis of  a
     Trust  Fund Evaluation made in accordance with Section  5.01
     determined by the Trustee on the date of tender less amounts
     determined  in  clauses  (i) and (ii)(x)  of  this  Section.
     Subject  to  Section  5.05  with respect  to  Rollover  Unit
     holders, to the extent possible, distributions of Securities
     pursuant to an in kind redemption of Units 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.   Any  distribution in  kind  will  be  reduced  by
     customary transfer and registration charges."

     L.   Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the  following
after the first word thereof:
          
          "(i)  the  value of any Trust as shown by an evaluation
     by the Trustee pursuant to Section 5.01 hereof shall be less
     than  the  lower of $2,000,000 or 20% of the total principal
     amount of Securities deposited in such Trust, or (ii)"
     
     M.   Section 1.01(4) shall be amended to read as follows:
          
          "(4)  "Portfolio  Supervisor" shall  mean  First  Trust
     Advisors  L.P.  and  its  successors  in  interest,  or  any
     successor  portfolio  supervisor  appointed  as  hereinafter
     provided."
     
     N.   Section 1.01(3) shall be amended to read as follows:
          
          "(3)  "Evaluator" shall mean First Trust Advisors  L.P.
     and  its  successors in interest, or any successor evaluator
     appointed as hereinafter provided."
     
     O.   The first sentence of Section 3.13. shall be amended to
read as follows:
          
          "As  compensation  for providing supervisory  portfolio
     services  under  this  Indenture, the  Portfolio  Supervisor
     shall receive, in arrears, against a statement or statements
     therefor  submitted to the Trustee monthly  or  annually  an
     aggregate  annual  fee in an amount which shall  not  exceed
     $0.0035  per Unit outstanding as of January 1 of  such  year
     except  for  a Trust during the year or years  in  which  an
     initial  offering period as determined in  Section  4.01  of
     this Indenture occurs, in which case the fee for a month  is
     based on the number of Units outstanding at the end of  such
     month (such annual fee to be pro rated for any calendar year
     in  which the Portfolio Supervisor provides services  during
     less  than  the whole of such year), but in no  event  shall
     such   compensation  when  combined  with  all  compensation
     received  from other series of the Trust for providing  such
     supervisory  services  in  any  calendar  year  exceed   the
     aggregate cost to the Portfolio Supervisor for the  cost  of
     providing such services."
     
     P.    Section  3.01 of the Standard Terms and Conditions  of
Trust shall be replaced in its entirety with the following:
          
          "Section 3.01.  Initial Cost.  The expenses incurred in
     establishing a Trust, including the cost of the  preparation
     and  typesetting of the registration statement, prospectuses
     (including  preliminary  prospectuses),  the  indenture  and
     other   documents  relating  to  the  Trust,   printing   of
     Certificates, Securities and Exchange Commission  and  state
     blue  sky  registration  fees,  the  costs  of  the  initial
     valuation  of  the  portfolio and audit of  the  Trust,  the
     initial  fees  and expenses of the Trustee,  and  legal  and
     other  out-of-pocket  expenses  related  thereto,  but   not
     including   the  expenses  incurred  in  the   printing   of
     preliminary prospectuses and prospectuses, expenses incurred
     in  the  preparation  and printing of  brochures  and  other
     advertising materials and any other selling expenses, to the
     extent  not  borne by the Depositor, shall be borne  by  the
     Trust.   To the extent the funds in the Income and Principal
     Accounts  of  the  Trust shall be insufficient  to  pay  the
     expenses borne by the Trust specified in this Section  3.01,
     the Trustee shall advance out of its own funds and cause  to
     be  deposited and credited to the Income Account such amount
     as  may be required to permit payment of such expenses.  The
     Trustee shall be reimbursed for such advance on each  Record
     Date  from  funds on hand in the Income Account or,  to  the
     extent  funds  are not available in such Account,  from  the
     Principal  Account, in the amount deemed to have accrued  as
     of  such  Record Date as provided in the following  sentence
     (less  prior payments on account of such advances, if  any),
     and  the  provisions  of Section 6.04 with  respect  to  the
     reimbursement   of   disbursements   for   Trust   expenses,
     including,  without limitation, the lien  in  favor  of  the
     Trustee  therefor  and the authority to sell  Securities  as
     needed  to  fund  such reimbursement,  shall  apply  to  the
     payment  of  expenses and the amounts advanced  pursuant  to
     this  Section.   For the purposes of the preceding  sentence
     and  the  addition  provided in  clause  (4)  of  the  first
     sentence  of Section 5.01, the expenses borne by  the  Trust
     pursuant  to this Section shall be deemed to have been  paid
     on  the date of the Trust Agreement and to accrue at a daily
     rate  over  the time period specified for their amortization
     provided in the Prospectus; provided, however, that  nothing
     herein shall be deemed to prevent, and the Trustee shall  be
     entitled  to,  full  reimbursement  for  any  advances  made
     pursuant  to  this Section no later than the termination  of
     the  Trust.   For  purposes of calculating  the  accrual  of
     organizational expenses under this Section 3.01, the Trustee
     shall  rely  on  the  written  estimates  of  such  expenses
     provided by the Depositor pursuant to Section 5.01."
     
     Q.    Section  5.01 of the Standard Terms and Conditions  of
Trust shall be amended as follows:
          
          (i)   The  second  sentence of the first  paragraph  of
     Section 5.01 shall be amended by adding the following at the
     conclusion   thereof:   ",  plus  (4)  amounts  representing
     organizational  expenses paid from the  Trust  less  amounts
     representing accrued organizational expenses of  the  Trust,
     plus (5) all other assets of the Trust"
          
          (ii)  The  following shall be added at the end  of  the
     first paragraph of Section 5.01:
               
               Until the Depositor has informed the Trustee  that
          there   will  be  no  further  deposits  of  Additional
          Securities  pursuant to section 2.01(b), the  Depositor
          shall provide the Trustee with written estimates of (i)
          the  total organizational expenses to be borne  by  the
          Trust  pursuant  to  Section 3.01 and  (ii)  the  total
          number  of  Units to be issued in connection  with  the
          initial   deposit  and  all  anticipated  deposits   of
          additional Securities.  For purposes of calculating the
          Trust Fund Evaluation and Unit Value, the Trustee shall
          treat all such anticipated expenses as having been paid
          and  all  liabilities therefor as having been incurred,
          and  all  Units as having been issued, in each case  on
          the  date  of  the Trust Agreement, and, in  connection
          with  each such calculation, shall take into account  a
          pro rata portion of such expense and liability based on
          the  actual  number of Units issued as of the  date  of
          such calculation.  In the event the Trustee is informed
          by the Depositor of a revision in its estimate of total
          expenses or total Units and upon the conclusion of  the
          deposit  of  additional Securities, the  Trustee  shall
          base  calculations  made  thereafter  on  such  revised
          estimates  or actual expenses, respectively,  but  such
          adjustment  shall  not affect calculations  made  prior
          thereto  and  no  adjustment shall be made  in  respect
          thereof.
     
     R.   Section 2.03(a) of the Standard Terms and Conditions of
Trust shall be amended by adding the following sentence after the
first sentence of such section:
          
          "The  number of Units may be increased through a  split
     of  the  Units or decreased through a reverse split thereof,
     as  directed in writing by the Depositor, at any  time  when
     the  Depositor is the only beneficial holder of Units, which
     revised number of Units shall be recorded by the Trustee  on
     its  books.   The Trustee shall be entitled to rely  on  the
     Depositor's direction as certification that no person  other
     than  the  Depositor has a beneficial interest in the  Units
     and  the  Trustee shall have no liability to any person  for
     action taken pursuant to such direction."
     
     S.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the  following  paragraph
which shall be entitled Section 3.15:
          
          "Section   3.15.   Deferred  Sales  Charge.    If   the
     prospectus  related to the Trust specifies a deferred  sales
     charge, the Trustee shall, on the dates specified in and  as
     permitted  by  such Prospectus, withdraw  from  the  Capital
     Account, an amount per Unit specified in such Prospectus and
     credit such amount to a special non-Trust account designated
     by the Depositor out of which the deferred sales charge will
     be  distributed to the Depositor (the "Deferred Sales Charge
     Account").   If  the  balance  in  the  Capital  Account  is
     insufficient to make such withdrawal, the Trustee shall,  as
     directed  by  the  Depositor, advance  funds  in  an  amount
     required to fund the proposed withdrawal and be entitled  to
     reimbursement of such advance upon the deposit of additional
     monies  in  the Capital Account, and/or sell Securities  and
     credit  the  proceeds thereof to the Deferred  Sales  Charge
     Account,  provided,  however,  that  the  aggregate   amount
     advanced  by  the  Trustee at any time for  payment  of  the
     deferred  sales  charge  shall  not  exceed  $15,000.   Such
     direction  shall,  if  the Trustee is  directed  to  sell  a
     Security,  identify  the Security to  be  sold  and  include
     instructions as to the execution of such sale.   If  a  Unit
     holder  redeems Units prior to full payment of the  deferred
     sales  charge,  the  Trustee shall, if so  provided  in  the
     related  Prospectus, on the Redemption Date,  withhold  from
     the  Redemption Price payable to such Unit holder an  amount
     equal to the unpaid portion of the deferred sales charge and
     distribute such amount to the Deferred Sales Charge Account.
     If  pursuant  to  Section 5.02 hereof, the  Depositor  shall
     purchase a Unit tendered for redemption prior to the payment
     in  full  of  the deferred sales charge due on the  tendered
     Unit,  the Depositor shall pay to the Unit holder the amount
     specified under Section 5.02 less the unpaid portion of  the
     deferred  sales  charge.  All advances made by  the  Trustee
     pursuant to this Section shall be secured by a lien  on  the
     Trust prior to the interest of the Unit holders."
     
     T.    The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:
          
          "The Trustee may allow the Depositor to substitute  any
Letter(s) of Credit deposited with the Trustee in connection with
the deposits described in Section 2.01(a) and (b) with cash in an
amount  sufficient  to  satisfy  the  obligations  to  which  the
Letter(s) of Credit relates.  Any substituted Letter(s) of Credit
shall be released by the Trustee."
     
     IN   WITNESS  WHEREOF,  Nike  Securities  L.P.,  The   Chase
Manhattan  Bank  and First Trust Advisors L.P. have  each  caused
this  Trust Agreement to be executed and the respective corporate
seal  to  be  hereto  affixed  and attested  (if  applicable)  by
authorized  officers;  all as of the day, month  and  year  first
above written.
                                    
                                    NIKE SECURITIES L.P.,
                                       Depositor
                                    
                                    
                                    By Robert M. Porcellino
                                       Vice President
                                
                                    
                                    
                                    THE CHASE MANHATTAN BANK,
                                       Trustee
                                    
                                    
                                    By   Thomas Porrazzo
                                         Vice President
[SEAL]

ATTEST:

Rosalia A. Raviele
Second Vice President
                                    
                                    
                                    FIRST TRUST ADVISORS L.P.,
                                       Evaluator
                                    
                                    
                                    By Robert M. Porcellino
                                       Vice President

                                    
                                    
                                    FIRST TRUST ADVISORS L.P.,
                                       Portfolio Supervisor
                                    
                                    
                                    By Robert M. Porcellino
                                       Vice President

                  SCHEDULE A TO TRUST AGREEMENT

                 Securities Initially Deposited
      The First Trust Special Situations Trust, Series 156
     
     (Note:   Incorporated herein and made a part hereof for  the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)






                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603

                       September 24, 1996
                                
                                
                                
                                
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532
     
     
     Re:  The First Trust Special Situations Trust, Series 156

Gentlemen:
     
     We  have  served  as  counsel for Nike Securities  L.P.,  as
Sponsor  and  Depositor  of  The First Trust  Special  Situations
Trust,  Series 156 in connection with the preparation,  execution
and  delivery of a Trust Agreement dated September 24, 1996 among
Nike Securities L.P., as Depositor, The Chase Manhattan Bank,  as
Trustee and First Trust Advisors L.P., as Evaluator and Portfolio
Supervisor, pursuant to which the Depositor has delivered to  and
deposited  the  Securities listed in  Schedule  A  to  the  Trust
Agreement with the Trustee and pursuant to which the Trustee  has
issued  to  or  on  the order of the Depositor a  certificate  or
certificates representing units of fractional undivided  interest
in and ownership of the Fund created under said Trust Agreement.
     
     In  connection  therewith, we have examined  such  pertinent
records  and  documents  and matters of law  as  we  have  deemed
necessary  in  order  to  enable  us  to  express  the   opinions
hereinafter set forth.
     
     Based upon the foregoing, we are of the opinion that:
     
     1.   the  execution and delivery of the Trust Agreement  and
the  execution and issuance of certificates evidencing the  Units
in the Fund have been duly authorized; and
     
     2.   the certificates evidencing the Units in the Fund  when
duly  executed and delivered by the Depositor and the Trustee  in
accordance   with   the  aforementioned  Trust  Agreement,   will
constitute  valid  and binding obligations of the  Fund  and  the
Depositor in accordance with the terms thereof.
     
     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-08513)
relating  to the Units referred to above, to the use of our  name
and  to  the reference to our firm in said Registration Statement
and in the related Prospectus.
                                  Respectfully submitted,


                                  CHAPMAN AND CUTLER
EFF:erg




                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603
                                
                                
                                
                       September 24, 1996
                                
                                
                                
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532

The Chase Manhattan Bank
770 Broadway
New York, New York  10003
     
     
     Re:  The First Trust Special Situations Trust, Series 156

Gentlemen:
     
     We have acted as counsel for Nike Securities L.P., Depositor
of  The  First  Trust Special Situations Trust, Series  156  (the
"Fund"),  in connection with the issuance of units of  fractional
undivided  interests  in the Trust of said  Fund  (the  "Trust"),
under   a   Trust  Agreement,  dated  September  24,  1996   (the
"Indenture"), among Nike Securities L.P., as Depositor, The Chase
Manhattan  Bank,  as Trustee and First Trust  Advisors  L.P.,  as
Evaluator and Portfolio Supervisor.
     
     In  this  connection,  we  have  examined  the  Registration
Statement, the form of Prospectus proposed to be filed  with  the
Securities and Exchange Commission, the Indenture and such  other
instruments and documents we have deemed pertinent.  The opinions
expressed herein assume that the Trust will be administered,  and
investments by the Trust from proceeds of subsequent deposits, if
any, will be made, in accordance with the terms of the Indenture.
The  Trust holds Equity Securities as such term is defined in the
Prospectus.
     
     Based  upon the foregoing and upon an investigation of  such
matters  of  law as we consider to be applicable, we are  of  the
opinion that, under existing federal income tax law:

       I.    The  Trust  is  not  an  association  taxable  as  a
corporation  for  Federal income tax purposes; each  Unit  holder
will be treated as the owner of a pro rata portion of each of the
assets of the Trust under the Internal Revenue Code of 1986  (the
"Code"); the income of the Trust will be treated as income of the
Unit  holders thereof under the Code; and an item of Trust income
will have the same character in the hands of a Unit holder as  it
would have in the hands of the Trustee.  Each Unit holder will be
considered to have received his pro rata share of income  derived
from  each  Trust  asset when such income  is  considered  to  be
received by the Trust.

     II.    Each Unit holder will have a taxable event  when  the
Trust  disposes of an Equity Security (whether by sale, exchange,
liquidation,  redemption,  or otherwise)  or  upon  the  sale  or
redemption of Units by such Unit holder.  The price a Unit holder
pays  for  his Units is allocated among his pro rata  portion  of
each Equity 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 tax basis for  his  pro  rata
portion  of each Equity Security held by the Trust.  For  Federal
income  tax  purposes,  a  Unit  holder's  pro  rata  portion  of
dividends  as  defined  by Section 316 of  the  Code  paid  by  a
corporation with respect to an Equity Security held by the  Trust
is taxable as ordinary income to the extent of such corporation's
current  and accumulated "earnings and profits."  A Unit holder's
pro  rata portion of dividends paid on such Equity Security which
exceeds  such  current and accumulated earnings and profits  will
first  reduce a Unit holder's tax basis in such Equity  Security,
and  to the extent that such dividends exceed a Unit holder's tax
basis  in  such  Equity Security shall be treated  as  gain.   In
general, any such capital gain will be short term unless  a  Unit
holder has held his Units for more than one year.

    III.   A Unit holder's portion of gain, if any, upon the sale
or  redemption  of Units or the disposition of Equity  Securities
held  by  the  Trust will generally be considered a capital  gain
except  in  the  case of a dealer or a financial institution  and
will be generally long-term if the Unit holder has held his Units
for more than one year.  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  (except  in the case of a dealer  or  a  financial
institution) and will be generally long-term if the  Unit  holder
has held his Units for more than one year.
     
     Each  Unit holder's pro rata share of each expense  paid  by
the Trust is deductible by the Unit holder to the same extent  as
though  the expense had been paid directly by him.  It should  be
noted  that  as  a result of the Tax Reform Act of 1986,  certain
miscellaneous  itemized deductions, such as investment  expenses,
tax return preparation fees an employee business expenses will be
deductible by an individual only to the extent they exceed 2%  of
such  individuals' adjusted gross income.  Unit  holders  may  be
required  to  treat some or all of the expenses of the  Trust  as
miscellaneous itemized deductions subject to this limitation.
     
     The  scope  of  this  opinion is expressly  limited  to  the
matters  set  forth  herein, and, except as expressly  set  forth
above,  we  express no opinion with respect to any  other  taxes,
including state or local taxes, United States tax consequences to
non-U.S. Unit holders or collateral tax consequences with respect
to the purchase, ownership and disposition of Units.
     
     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-08513)
relating  to the Units referred to above and to the  use  of  our
name  and  to  the  reference to our firm  in  said  Registration
Statement and in the related Prospectus.
                                  Very truly yours,



                                  CHAPMAN AND CUTLER

EFF/erg




                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005
                                
                                
                       September 24, 1996
                                
                                
                                
The Chase Manhattan Bank, as Trustee of
The First Trust Special Situations
  Trust, Series 156
770 Broadway - 6th Floor
New York, New York  10003

Attention:     Mr. Paul J. Holland
               Vice President
     
     
     Re:  The First Trust Special Situations Trust, Series 156

Dear Sirs:
     
     We  are  acting as special counsel with respect to New  York
tax  matters for The First Trust Special Situations Trust, Series
156  (the  "Trust"), which will be established under  a  Standard
Terms  and  Conditions of Trust dated November 20,  1991,  and  a
related  Trust  Agreement  dated as of today  (collectively,  the
"Indenture"),  among  Nike Securities  L.P.,  as  Depositor  (the
"Depositor");  First  Trust  Advisors  L.P.,  as  Evaluator   and
Portfolio  Supervisor and The Chase Manhattan  Bank,  as  Trustee
(the  "Trustee").  Pursuant to the terms of the Indenture,  units
of  fractional undivided interest in the Trust (the "Units") will
be issued in the aggregate number set forth in the Indenture.
     
     We   have  examined  and  are  familiar  with  originals  or
certified   copies,  or  copies  otherwise  identified   to   our
satisfaction,  of such documents as we have deemed  necessary  or
appropriate  for  the purpose of this opinion.   In  giving  this
opinion,  we have relied upon the two opinions, each dated  today
and  addressed to the Trustee, of Chapman and Cutler, counsel for
the  Depositor,  with respect to the matters  of  law  set  forth
therein.
     
     Based upon the foregoing, we are of the opinion that:
     
     1.   The Trust will not constitute an association taxable as
a  corporation under New York law, and accordingly  will  not  be
subject to the New York State franchise tax or the New York  City
general corporation tax.
     
     2.    Under the income tax laws of the State and City of New
York,  the  income of the Trust will be considered the income  of
the holders of the Units.
     
     We  consent  to the filing of this opinion as an exhibit  to
the   Registration  Statement  (No.  333-08513)  filed  with  the
Securities   and   Exchange  Commission  with  respect   to   the
registration  of the sale of the Units and to the  references  to
our  name  under the captions "What is the Federal Tax Status  of
Unit   Holders?"  and  "Legal  Opinions"  in  such   Registration
Statement and the preliminary prospectus included therein.
                                    
                                    Very truly yours,
                                    
                                    
                                    
                                    CARTER, LEDYARD & MILBURN
                                    



                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005
                                
                                
                       September 24, 1996
                                
                                
                                
The Chase Manhattan Bank, as Trustee of
  The First Trust Special Situations
  Trust, Series 156
770 Broadway - 6th Floor
New York, New York 10003

Attention:     Mr. Paul J. Holland
               Vice President


Re:       The First Trust Special Situations Trust, Series 156

Dear Sirs:
     
     We  are  acting  as  counsel for The  Chase  Manhattan  Bank
("Chase")  in  connection with the execution and  delivery  of  a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust  Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively  referred to herein as the "Indenture")  among  Nike
Securities  L.P.,  as  Depositor (the "Depositor"),  First  Trust
Advisors  L.P.,  as  Evaluator; First  Trust  Advisors  L.P.,  as
Portfolio  Supervisor;  and Chase, as  Trustee  (the  "Trustee"),
establishing The First Trust Special Situations Trust, Series 156
(each,  a  "Trust"), and the confirmation by  Chase,  as  Trustee
under  the  Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number  of
units  constituting  the  entire  interest  in  the  Trust  (such
aggregate  units  being  herein called "Units"),  each  of  which
represents  an undivided interest in the respective  Trust  which
consists  of common stocks (including, confirmations of contracts
for  the  purchase of certain stocks and bonds not delivered  and
cash,  cash equivalents or an irrevocable letter of credit  or  a
combination  thereof, in the amount required  for  such  purchase
upon  the  receipt of such stocks), such stocks being defined  in
the Indenture as Securities and referenced in the Schedule to the
Indenture.
     
     We   have  examined  the  Indenture,  a  specimen   of   the
certificates  to  be  issued hereunder (the "Certificates"),  the
Closing  Memorandum dated today's date, and such other  documents
as  we  have  deemed necessary in order to render  this  opinion.
Based on the foregoing, we are of the opinion that:
     
     1.    Chase  is  a  duly organized and existing  corporation
having the powers of a Trust Company under the laws of the  State
of New York.
    
    2.     The  Trust  Agreement  has  been  duly  executed   and
delivered  by Chase and, assuming due execution and  delivery  by
the  other  parties  thereto, constitutes the valid  and  legally
binding obligation of Chase.
    
    3.    The  Certificates are in proper form for execution  and
delivery by Chase, as Trustee.
    
    4.    Chase,  as  Trustee, has registered on the registration
books  of  the Trust the ownership of the Units by the Depositor.
Upon  receipt  of  confirmation  of  the  effectiveness  of   the
registration statement for the sale of the Units filed  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933,  the  Trustee may deliver Certificates for such  Units,  in
such names and denominations as the Depositor may request, to  or
upon  the  order  of  the Depositor as provided  in  the  Closing
Memorandum.
    
    5.    Chase,  as Trustee, may lawfully advance to  the  Trust
amounts   as  may  be  necessary  to  provide  periodic  interest
distributions of approximately equal amounts, and be  reimbursed,
without  interest,  for  any  such advances  from  funds  in  the
interest account, as provided in the Indenture.
    
    In  rendering the foregoing opinion, we have not  considered,
among  other  things,  whether  the  Securities  have  been  duly
authorized and delivered.

                                       Very truly yours,


                                       CARTER, LEDYARD & MILBURN




First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois  60532




September 24, 1996


Nike Securities L.P.
1001 Warrenville Road
Lisle, IL  60532

Re:  THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 156

Gentlemen:
     
     We   have  examined  the  Registration  Statement  File  No.
333-08513 for the above captioned fund.  We hereby consent to the
use  in  the  Registration Statement of the references  to  First
Trust Advisors L.P. as evaluator.
     
     You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.

Sincerely,

First Trust Advisors L.P.



Robert M. Porcellino
Vice President


<TABLE> <S> <C>

<ARTICLE>  6
<LEGEND> This schedule contains summary financial information extracted
from Amendment number 1 to form S-6 and is qualified in its entirety by
reference to such Amendment number 1 to form S-6.
</LEGEND>                        
<SERIES>                         
<NUMBER>                         1 
<NAME>                           Dorsey, Wright Sector Trusts, Healthcare Series 1
<MULTIPLIER>                     1
       
<S>                              <C>
<PERIOD-TYPE>                    Other
<FISCAL-YEAR-END>                SEP-24-1996
<PERIOD-START>                   SEP-24-1996
<PERIOD-END>                     SEP-24-1996
<INVESTMENTS-AT-COST>            150,520
<INVESTMENTS-AT-VALUE>           150,520
<RECEIVABLES>                    0
<ASSETS-OTHER>                   0
<OTHER-ITEMS-ASSETS>             0
<TOTAL-ASSETS>                   150,520
<PAYABLE-FOR-SECURITIES>         0
<SENIOR-LONG-TERM-DEBT>          0
<OTHER-ITEMS-LIABILITIES>        0
<TOTAL-LIABILITIES>              0
<SENIOR-EQUITY>                  0
<PAID-IN-CAPITAL-COMMON>         150,520
<SHARES-COMMON-STOCK>            15,052
<SHARES-COMMON-PRIOR>            15,052
<ACCUMULATED-NII-CURRENT>        0
<OVERDISTRIBUTION-NII>           0
<ACCUMULATED-NET-GAINS>          0
<OVERDISTRIBUTION-GAINS>         0
<ACCUM-APPREC-OR-DEPREC>         0
<NET-ASSETS>                     150,520
<DIVIDEND-INCOME>                0
<INTEREST-INCOME>                0
<OTHER-INCOME>                   0
<EXPENSES-NET>                   0
<NET-INVESTMENT-INCOME>          0
<REALIZED-GAINS-CURRENT>         0
<APPREC-INCREASE-CURRENT>        0
<NET-CHANGE-FROM-OPS>            0
<EQUALIZATION>                   0
<DISTRIBUTIONS-OF-INCOME>        0
<DISTRIBUTIONS-OF-GAINS>         0
<DISTRIBUTIONS-OTHER>            0
<NUMBER-OF-SHARES-SOLD>          0
<NUMBER-OF-SHARES-REDEEMED>      0
<SHARES-REINVESTED>              0
<NET-CHANGE-IN-ASSETS>           0
<ACCUMULATED-NII-PRIOR>          0
<ACCUMULATED-GAINS-PRIOR>        0
<OVERDISTRIB-NII-PRIOR>          0
<OVERDIST-NET-GAINS-PRIOR>       0
<GROSS-ADVISORY-FEES>            0
<INTEREST-EXPENSE>               0
<GROSS-EXPENSE>                  0
<AVERAGE-NET-ASSETS>             0
<PER-SHARE-NAV-BEGIN>            0
<PER-SHARE-NII>                  0
<PER-SHARE-GAIN-APPREC>          0
<PER-SHARE-DIVIDEND>             0
<PER-SHARE-DISTRIBUTIONS>        0
<RETURNS-OF-CAPITAL>             0
<PER-SHARE-NAV-END>              0
<EXPENSE-RATIO>                  0
<AVG-DEBT-OUTSTANDING>           0
<AVG-DEBT-PER-SHARE>             0
        

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