QUILTS EQTY STRAT 10 SER 2 & EQTY STRAT 5 SER 2, S-6EL24, 1996-05-17

QUILTS EQTY STRAT 10 SER 2 & EQTY STRAT 5 SER 2
S-6EL24, 1996-05-17

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
REGISTRATION NO. 333-______

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

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

B. NAME OF DEPOSITOR:
OCC Distributors

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

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

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Qualified Unit Investment Liquid Trust
Series ("QUILTS"), Equity Strategic Ten, Series 2 and Equity Strategic
Five, Series 2 is being registered under the Securities Act of 1933
pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.

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

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

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

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

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

367126.1

<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

Equity Strategic Ten, Series 2
Equity Strategic Five, Series 2

CROSS-REFERENCE SHEET

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

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

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

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

i
367126.1

<PAGE>

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

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

III. Organization, Personnel and Affiliated Persons of Depositor

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

ii
367126.1

<PAGE>

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

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

IV. Distribution and Redemption of Securities

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

iii
367126.1

<PAGE>

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

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

V. Information Concerning the Trustee or Custodian

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

VI. Policy of Registrant

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

VII. FINANCIAL AND STATISTICAL INFORMATION

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

iv
367126.1
<PAGE>

Subject to Completion Dated May 16, 1996

QUALIFIED UNIT INVESTMENT
LIQUID TRUST SERIES ("QUILTS")
Equity Strategic Ten, Series 2
Equity Strategic Five, Series 2

This Trust consists of two separate unit investment trusts designated
Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity Strategic Ten,
Series 2 and Equity Strategic Five, Series 2 (collectively, the "Trusts").
Investors will be able to purchase units of the Trusts upon the effectiveness of
the registration statement relating to the units of these Trusts.

The attached final prospectus for previous series of QUILTS is hereby
used as a preliminary prospectus for this Series offering. The narrative
information and structure of the final prospectus for each of these Series will
be substantially similar to the attached final prospectus for a previous Series.
Information with respect to pricing, the number of units, dates and summary
information regarding the characteristics of securities to be deposited in this
Series is not now available and will be different since each Series has a unique
portfolio. Accordingly, the material found herein which reflects the particular
characteristics of a previous Series should not be taken as applicable to the
portfolios of each of these Series and should be considered only as a general
description of this Series.

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

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

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

PROSPECTUS PART A DATED MAY __, 1996

Please read and retain both parts of this Prospectus for
future reference.

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

367099.1

<PAGE>

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

Equity Strategic Ten, Series 1
Equity Strategic Five, Series 1

QUILTS consists of two separate unit investment trusts designated
QUILTS Equity Strategic Ten, Series 1 (the "Strategic Ten Trust") and QUILTS
Equity Strategic Five, Series 1 (the "Strategic Five Trust") (collectively,
the "Trusts"). The Sponsor of the Trusts is OCC Distributors (the "Sponsor").
The objective of each Trust is to maximize total return through a combination
of capital appreciation and current dividend income. The Strategic Ten Trust
seeks to outperform the Dow Jones Industrial Average ("DJIA") by investing for
a period of approximately twelve (12) months in its ten highest dividend
yielding common stocks ("DJIA Strategic Ten") determined the day prior to the
initial Date of Deposit. The Strategic Five Trust seeks to outperform the DJIA
by investing for a period of approximately twelve (12) months in the five
lowest priced stocks of the DJIA's ten highest dividend yielding common stocks
("DJIA Strategic Five") determined the day prior to the initial Date of
Deposit. The name "Dow Jones Industrial Average" is the property of Dow Jones
& Company, Inc., which is not affiliated with the Sponsor, has not
participated in any way in the creation of the Trusts or in the selection of
the stocks included in each Trust and has not reviewed or approved any
information included in this Prospectus. Dow Jones & Company, Inc. has not
granted to the Trusts or the Sponsor a license to use the Dow Jones Industrial
Average. The value of the Units of the Trusts will fluctuate with fluctuations
in the value of the underlying Securities in the portfolio of each Trust.
Therefore, Unit Holders who sell their Units prior to termination of the
Trusts may receive more or less than their original purchase price upon sale.
No assurance can be given that dividends will be paid or that the Units will
appreciate in value. Units of the Trusts may be suited for purchase by IRAs,
self-employed retirement plans (formerly Keogh Plans), pension, profit-sharing
and other qualified retirement plans. Investors considering participation in
any such plan should review specific tax laws and pending legislation related
thereto and should consult their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan. (See "Retirement Plans" and
"Tax Status" in Part B of this Prospectus.)

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

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

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

PROSPECTUS PART A DATED FEBRUARY 9,
1996 Please read and retain both parts of this
Prospectus for future reference.

331449.2
<PAGE>

QUILTS
Equity Strategic Ten, Series 1

SUMMARY OF ESSENTIAL INFORMATION AS OF FEBRUARY 8, 1996 (The initial
Date of Deposit. The initial Date of Deposit is the date on which the
Trust Agreement was signed and the deposit of Securities with the
Trustee was made.)
<TABLE>
<S> <C>

CUSIP#: 74834 K300 Evaluation Time: 4:00 P.M. New York time.
Sponsor: OCC Distributors Minimum Purchase: 1,000 Units
Date of Deposit: February 8, 1996 Minimum Principal Distribution: $1.00 per 1,000 Units.
Aggregate Value Liquidation Period: From February 20, 1997 to the Mandatory
of Securities:....................................$145,197 Termination Date.
Number of Units: (The number of Units will be Minimum Value of Trust: The Trust may be terminated if the
increased as the Sponsor deposits additional value of the Trust is less than 40% of the aggregate of the
Securities into the Trust.)........................149,534 Securities at the completion of the Deposit period.
Fractional Undivided Interest in Trust Mandatory Termination Date: The earlier of March 20, 1997 or
per 1,000 Units:.................................1/149,534 the disposition of the last Security in the Trust.
Public Offering Price: Trustee: The Chase Manhattan Bank (National Association).
Aggregate Value of Securities Trustee's Annual Fee and Estimated Expenses: $1.02 per
in Trust.......................................$145,197 1,000 Units outstanding.
Divided By 149,534 Units multiplied Annual Supervisory Fee (Payable to an affiliate of the
by 1,000........................................$971.00 Sponsor): Maximum of $.25 per 1,000 Units outstanding
Plus Sales Charge of 2.90% of Public Offering (see "Trust Expenses and Charges" in Part B).
Price............................................$29.00 Estimated Organizational Expenses:(3)(4) $1.67 per 1,000 Units.
Public Offering Price per 1,000 Units(1).........$1,000.00 Record Date: June 14, 1996 and December 13, 1996.
Redemption Price per 1,000 Units.......................$971.00 Dividend Payment Date: June 28, 1996 and December 31,
Sponsor's Repurchase Price and Redemption 1996.
Price per 1,000 Units:(2).......................$971.00 Rollover Notification Date(5): February 19, 1997 or another date
Excess of Public Offering Price Over as determined by the Sponsor.
Redemption Price per 1,000 Units: ..................$29.00
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:..............$29.00

</TABLE>

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

(2) Any redemptions of over 25,000 Units may, upon request of redeeming Unit
Holders to the Trustee, be made in kind. The Trustee will forward the
distributed securities to the Unit Holder's bank or broker-dealer account
at the Depository Trust Company in book-entry form. See "Liquidity -
Trustee Redemption" in Part B.

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

(4) Assumes the Trust will reach a size of 15,000,000 Units as estimated by
the Sponsor; organizational expenses per 1,000 Units will vary with the
actual size of the Trust. If the Trust does not reach this Unit level, the
Estimated Organizational Expenses will be adversely affected.

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

A-2
331449.2
<PAGE>

QUILTS
Equity Strategic Five, Series 1

SUMMARY OF ESSENTIAL INFORMATION AS OF FEBRUARY 8, 1996 (The initial Date
of Deposit. The initial Date of Deposit is the date on which the Trust
Agreement was signed and the deposit of Securities with the Trustee was
made.)
<TABLE>
<S> <C>

CUSIP#: 74834 K292 Evaluation Time: 4:00 P.M. New York time.
Sponsor: OCC Distributors Minimum Purchase: 1,000 Units
Date of Deposit: February 8, 1996 Minimum Principal Distribution: $1.00 per 1,000 Units.
Aggregate Value Liquidation Period: From February 20, 1997 to the Mandatory
of Securities:.................................$145,641 Termination Date.
Number of Units: (The number of Units will be Minimum Value of Trust: The Trust may be terminated if the
increased as the Sponsor deposits additional value of the Trust is less than 40% of the aggregate of the
Securities into the Trust.).....................149,758 Securities at the completion of the Deposit period.
Fractional Undivided Interest in Trust Mandatory Termination Date: The earlier of March 20, 1997 or
per 1,000 Units:..............................1/149,758 the disposition of the last Security in the Trust.
Public Offering Price: Trustee: The Chase Manhattan Bank (National Association).
Aggregate Value of Securities Trustee's Annual Fee and Estimated Expenses: $1.02 per
in Trust....................................$145,641 1,000 Units outstanding.
Divided By 149,758 Units multiplied Annual Supervisory Fee (Payable to an affiliate of the
by 1,000.....................................$972.50 Sponsor): Maximum of $.25 per 1,000 Units outstanding
Plus Sales Charge of 2.75% of Public Offering (see "Trust Expenses and Charges" in Part B).
Price.........................................$27.50 Estimated Organizational Expenses:(3)(4) $1.67 per 1,000 Units.
Public Offering Price per 1,000 Units(1)......$1,000.00 Record Date: June 14, 1996 and December 13, 1996.
Redemption Price per 1,000 Units....................$972.50 Dividend Payment Date: June 28, 1996 and December 31,
Sponsor's Repurchase Price and Redemption 1996.
Price per 1,000 Units:(2)....................$972.50 Rollover Notification Date(5): February 19, 1997 or another date
Excess of Public Offering Price Over as determined by the Sponsor.
Redemption Price per 1,000 Units: ...............$27.50
Excess of Sponsor's Initial Repurchase Price
Over Redemption Price per 1,000 Units:...........$27.50
</TABLE>

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

A-3
331449.2
<PAGE>

QUALIFIED
UNIT INVESTMENT LIQUID TRUST SERIES

("QUILTS")

THE TRUSTS

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

Objectives. The objective of each Trust is to maximize total
return through capital appreciation and current dividend income. The Strategic
Ten Trust will invest for twelve (12) months in approximately equal values of
the ten (10) common stocks in the Dow Jones Industrial Average ("DJIA") having
the highest dividend yield on the business day prior to the initial Date of
Deposit (the "DJIA Strategic Ten"). The Strategic Five Trust will invest for
twelve (12) months in approximately equal values of the five (5) common stocks
in the DJIA having the lowest per share stock price of the ten companies in
the DJIA having the highest dividend yield on the business day prior to the
initial Date of Deposit (the "DJIA Strategic Five"). As used herein, the term
"highest dividend yield" means the yield for each Security calculated by
annualizing the last quarterly or semi-annual ordinary dividend distributed on
that Security and dividing the result by the market value of that Security on
the business day prior to the initial Date of Deposit. This rate is
historical, and there is no assurance that any dividends will be declared or
paid in the future on the Securities in the Trusts. As used herein, the term
"Securities" means the common stocks initially deposited in each Trust and
described under Portfolio and any additional common stocks acquired and held
by the Trust pursuant to the provisions of the Indenture (see "The
Trusts--Organization" and "Risk Factors--Additional Securities" in Part B of
this Prospectus). Further, the Securities may appreciate or depreciate in
value, dependent upon the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Therefore, there is no guarantee that the objective of the Trusts will be
achieved.

Portfolio Summary. General. The Trusts are comprised of
those Securities listed in each "Portfolio" in this Part A. The Strategic Ten
Trust contains an underlying portfolio of ten (10) common stocks issued by
companies engaged primarily in the following industries: Auto Manufacturing, 1
(10%); Chemical Products, 1 (10%); Electronics, 1 (10%); Financial
Services/Banking, 1 (10%); Forest Products and Paper, 1 (10%);
Machinery-Construction and Mining, 1 (10%); Oil/Gas-International, 3 (30%);
and Tobacco/Food Processing, 1 (10%). The Strategic Ten Trust is deemed to be
concentrated

A-4
331449.2

<PAGE>

in the Oil/Gas-International category.* See "Risk Factors--Petroleum Refining
Companies" in Part B of this Prospectus. The Strategic Five Trust contains an
underlying portfolio of five (5) common stocks issued by companies engaged
primarily in the following industries: Auto Manufacturing, 1 (20%);
Electronics, 1 (20%); Forest Products and Paper, 1 (20%); Machinery -
Construction and Mining, 1 (20%); and Oil/Gas-International, 1 (20%). Although
there are certain risks of price volatility associated with investment in
common stocks (particularly with an investment in one or two common stocks),
the risk to investors is reduced because the Trusts' capital is divided among
ten stocks from eight different industry groups in the case of the Strategic
Ten Trust or among five stocks from five different industry groups in the case
of the Strategic Five Trust.

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

The DJIA Strategic Ten. The yield for each security was
calculated by annualizing the last quarterly or semi-annual ordinary dividend
distributed and dividing the result by the market value of the Security one
business day prior to the initial Date of Deposit. This formula (an objective
determination) served as the basis for the Sponsor's selection of the DJIA
Strategic Ten. The companies represented in the Strategic Ten Trust are some
of the most well-known and highly capitalized companies in America. The
Securities were selected irrespective of any research recommendation by the
Sponsor. Investing in the stocks of the DJIA may be effective as well as
- --------
* A Trust is considered to be "concentrated" in a particular category
or issuer when the Securities in that category or of that issuer
constitute 25% or more of the aggregate face amount of the portfolio.

A-5
331449.2

<PAGE>

conservative because regular dividends are common for established companies
and dividends have accounted for a substantial portion of the total return on
stocks of the DJIA as a group.

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

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

A-6
331449.2

<PAGE>

COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
<TABLE>
<CAPTION>

DJIA Strategic Ten(1) Dow Jones Industrial Average (DJIA)
Year Appreciation(2) Actual Dividend Yield (3) Total Return(4) Appreciation(2) Actual Dividend Yield (3) Total Return(4)
<S> <C> <C> <C> <C> <C> <C>

1976 27.80% 7.10% 34.90% 17.86% 4.86% 22.72%
1977 -7.58 5.82 -1.76 -17.27 4.56 -12.71
1978 -6.95 7.04 0.09 -3.15 5.84 2.69
1979 4.58 8.39 12.97 4.19 6.33 10.52
1980 18.69 8.53 27.22 14.93 6.48 21.41
1981 -0.88 8.37 7.49 -9.23 5.83 -3.40
1982 17.81 8.23 26.04 19.60 6.19 25.79
1983 30.52 8.38 38.90 20.30 5.38 25.68
1984 -8.19 13.99 5.80 -3.76 4.82 1.06
1985 22.19 7.23 29.42 27.66 5.12 32.78
1986 23.97 10.82 34.79 22.58 4.33 26.91
1987 0.94 5.13 6.07 2.26 3.76 6.02
1988 15.92 8.72 24.64 11.85 4.10 15.95
1989 18.65 6.60 25.25 26.96 4.75 31.71
1990 -12.61 5.04 -7.57 -4.34 3.77 -0.57
1991 28.11 6.97 35.08 20.32 3.61 23.93
1992 -5.12 12.96 7.84 4.17 3.18 7.35
1993 16.81 10.11 26.92 13.72 3.02 16.74
1994 0.06 4.09 4.15 2.14 2.81 4.95
1995 24.18 12.43 36.61 33.45 3.04 36.49
</TABLE>

(1) The ten highest-yielding DJIA stocks. The DJIA Strategic Ten any given
year were selected by ranking the dividend yields for each of the stocks
in the DJIA as of the beginning of that year, based upon an annualization
of the last quarterly or semi-annual regular dividend distribution (which
would have been declared in the preceding year) divided by that stock's
market value on the first trading day on the New York Stock Exchange in
that year.
(2) Appreciation for the DJIA Strategic Ten is calculated by subtracting the
market value of these stocks as of the first trading day on the New York
Stock Exchange in a given year from the market value of those stocks as
the last trading day in that year, and dividing the result by the market
value of the stocks as of the first trading day in that year. Appreciation
for the DJIA is calculated by subtracting the opening value of the DJIA as
of the first trading dy in each year from the closing value of the DJIA as
of the last trading day in that year, and dividing the result by the
opening value of the DJIA as of the first trading day in that year.
(3) Actual Dividend Yield for the DJIA Strategic Ten is calculated by adding
the total dividends received on the stocks in the year and dividing the
result by the market value of the stocks as of the first trading day in
that year. Actual Dividend Yield for the DJIA is calculated by taking the
total dividends credited to the DJIA and dividing the result by the
opening value of the DJIA as of the first trading day in that year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income.

A-7
331449.2
<PAGE>

The DJIA Strategic Five. The yield for each security was
calculated by annualizing the last quarterly or semi-annual ordinary dividend
distributed and dividing the result by the market value of the Security one
business day prior to the initial Date of Deposit. This formula (an objective
determination) served as the basis for the Sponsor's selection of the DJIA
Strategic Five. The companies represented in the Trust are some of the most
well-known and highly capitalized companies in America. The Securities were
selected irrespective of any research recommendation by the Sponsor. Investing
in the stocks of the DJIA may be effective as well as conservative because
regular dividends are common for established companies and dividends have
accounted for a substantial portion of the total return on stocks of the DJIA
as a group.

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

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

A-8
331449.2
<PAGE>

COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
<TABLE>
<CAPTION>

DJIA Strategic Five(1) Dow Jones Industrial Average (DJIA)
Year Appreciation(2) Actual Dividend Yield (3) Total Return(4) Appreciation(2) Actual Dividend Yield (3) Total Return(4)
<S> <C> <C> <C> <C> <C> <C>

1976 33.35% 7.41% 40.76% 17.86% 4.86% 22.72%
1977 -0.39 6.04 5.65 -17.27 4.56 -12.71
1978 -5.39 7.16 1.23 -3.15 5.84 2.69
1979 1.80 8.10 9.90 4.19 6.33 10.52
1980 31.87 8.65 40.52 14.93 6.48 21.41
1981 -4.39 8.02 3.63 -9.23 5.83 -3.40
1982 34.58 7.30 41.88 19.60 6.19 25.79
1983 27.33 8.78 36.11 20.30 5.38 25.68
1984 3.77 7.11 10.88 -3.76 4.82 1.06
1985 30.24 7.60 37.84 27.66 5.12 32.78
1986 24.13 6.18 30.31 22.58 4.33 26.91
1987 6.23 4.83 11.06 2.26 3.76 6.02
1988 10.30 11.54 21.84 11.85 4.10 15.95
1989 13.49 4.35 17.84 26.96 4.75 31.71
1990 -20.60 5.33 -15.27 -4.34 3.77 -0.57
1991 56.41 5.38 61.79 20.32 3.61 23.93
1992 1.91 21.08 22.99 4.17 3.18 7.35
1993 18.02 15.83 33.85 13.72 3.02 16.74
1994 5.04 3.56 8.60 2.14 2.81 4.95
1995 10.70 19.72 30.42 33.45 3.04 36.49

</TABLE>

(1) The five lowest priced stocks of the ten highest-yielding DJIA stocks. The
DJIA Strategic Five for any given year were selected by ranking the
dividend yields for each of the stocks in the DJIA as of the beginning of
that year, based upon an annualization of the last quarterly or
semi-annual regular dividend distribution (which would have been declared
in the preceding year) divided by that stock's market value on the first
trading day on the New York Stock Exchange in that year.
(2) Appreciation for the DJIA Strategic Five is calculated by subtracting the
market value of these stocks as of the first trading day on the New York
Stock Exchange in a given year from the market value of those stocks as
the last trading day in that year, and dividing the result by the market
value of the stocks as of the first trading day in that year. Appreciation
for the DJIA is calculated by subtracting the opening value of the DJIA as
of the first trading dy in each year from the closing value of the DJIA as
of the last trading day in that year, and dividing the result by the
opening value of the DJIA as of the first trading day in that year.
(3) Actual Dividend Yield for the DJIA Strategic Five is calculated by adding
the total dividends received on the stocks in the year and dividing the
result by the market value of the stocks as of the first trading day in
that year. Actual Dividend Yield for the DJIA is calculated by taking the
total dividends credited to the DJIA and dividing the result by the
opening value of the DJIA as of the first trading day in that year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income.

A-9
331449.2

<PAGE>

RISK FACTORS

An investment in Units of the Trusts should be made with an
understanding of the risks inherent in any investment in the Securities
including, for common stocks, the risk that the financial condition of the
issuers of the Securities may become impaired or that the general condition of
the stock market may worsen (both of which may contribute directly to a
decrease in the value of the Securities and thus in the value of the Units).
An investment in the Strategic Five Trust may subject a Unit Holder to greater
market risk due to the relative lack of diversity in its portfolio, which
contains five stocks, than the Strategic Ten Trust, which contains ten stocks
in its portfolio. The portfolios of the Trusts are fixed and not "managed" by
the Sponsor. All the Securities in the Trust are liquidated during a 30
day period at the termination of the approximately one-year life of each of the
Trusts. Since the Trusts will not sell Securities in response to ordinary
market fluctuation, but only at the Trusts' termination or to meet
redemptions, the amount realized upon the sale of the Securities may not be
the highest price attained by an individual Security during the life of the
Trusts. In addition, the Strategic Ten Trust is considered to be
"concentrated" in stocks of companies deriving a substantial portion of their
income from the petroleum refining industry. Investment in this industry may
pose additional risks including the volatility of oil prices, the impact of
oil cartels, political uncertainty in the Middle East and increasing costs
associated with environmental damage caused by oil companies and compliance
with environmental regulations and legislation.

In connection with the deposit of Additional Securities subsequent to
the initial Date of Deposit, if cash (or a letter of credit in lieu of cash)
is deposited with instructions to purchase Securities, to the extent the price
of a Security increases or decreases between the deposit and the time the
Security is purchased, Units may represent less or more of that Security and
more or less of the other Securities in such Trust. In addition, brokerage
fees incurred in purchasing Securities with cash deposited with instructions
to purchase the Securities will be an expense of the Trusts. Price
fluctuations during the period from the time of deposit to the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Unit Holder's Units and the income per Unit received by a Trust.

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

PUBLIC OFFERING PRICE

The Public Offering Price of each Unit of the Trusts is equal to the
aggregate offering price of the Securities in each Trust divided by the number
of Units of each Trust outstanding, plus a sales charge of (a) 2.90% of the
Public Offering Price or 2.987% of the net amount invested in Securities per
1,000 Units of the Strategic Ten Trust and (b) 2.75% of the Public Offering
Price or 2.828% of the net amount invested in Securities per 1,000 Units of
the Strategic Five Trust (see "Summary of Essential Information"). Any cash
held by the Trusts will be added to the Public Offering Price. For additional
information regarding the Public Offering Price, the description of dividend
and principal distributions, repurchase and redemption of Units and other
essential information regarding the Trusts, see the "Summary of Essential
Information" for each Trust in this Part A. During the initial offering period
orders involving at least 25,000 Units or $25,000 will be entitled to a volume
discount from the Public Offering Price. The Public Offering Price per Unit
may vary on a daily basis in accordance with fluctuations in the aggregate
value of the underlying Securities. (See "Public Offering" in Part B.) The
price of a single Unit, or any multiple thereof, is calculated by dividing the
Public Offering Price per 1,000 Units by 1,000 and multiplying by the number
of Units. If the Units of each of the Trusts had been available for sale on
February 8, 1996, the Public Offering Price per 1,000 Units would have been
$1,000.00.

A-10
331449.2

<PAGE>
DISTRIBUTIONS

Distributions of dividends received, less expenses, will be made by
each of the Trusts on the Distribution Dates to all Unit Holders of record on
the corresponding Record Dates. (See "Rights of Unit Holders -- Distributions"
in Part B. For the specific dates representing the Distribution Dates and the
Record Dates, see "Summary of Essential Information" for each Trust in Part
A.) The final distribution will be made within a reasonable time after the
termination of the Trust. Unit Holders may elect to automatically reinvest
distributions (other than the final distribution in connection with the
termination of the Trusts) into additional Units of a Trust, which will not be
subject to a sales charge. See "Rights of Unit Holders - Reinvestment" in Part
B.

MARKET FOR UNITS

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

TERMINATION

During the 30 day period prior to the Mandatory Termination Date (the
"Liquidation Period"), Securities will begin to be sold in connection with the
termination of the Trusts and all Securities will be sold or distributed by
the Mandatory Termination Date. The Trustee may utilize the services of the
Sponsor for the sale of all or a portion of the Securities in the Trust. The
Sponsor may receive brokerage commissions from the Trusts in connection with
such sales in accordance with applicable law. The Sponsor will determine the
manner, timing and execution of the sales of the underlying Securities. Unit
Holders may elect one of the three options in receiving their terminating
distributions. Unit Holders may elect: (1) to receive their pro rata share of
the underlying Securities in kind, if they own at least 25,000 Units, (2) to
receive cash upon the liquidation of their pro rata share of the underlying
Securities, or (3) to invest the amount of cash they would have received upon
the liquidation of their pro rata share of the underlying Securities in units
of a future series of each of the Trusts (if one is offered) at a reduced
sales charge. See "Trust Administration--Trust Termination" in Part B for a
description of how to select a termination distribution option.

The Sponsor will attempt to sell the Securities as quickly as it can
during the Liquidation Period without, in its judgment, materially adversely
affecting the market price of the Securities, but all of the Securities will
in any event be disposed of by the end of the Liquidation Period. The Sponsor
does not anticipate that the period will be longer than 30 days, and it could
be as short as one day, depending on the liquidity of the Securities being
sold. The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available for sale on any
particular day.

It is expected (but not required) that the Sponsor will generally
follow the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first

A-11
331449.2

<PAGE>

day of the Liquidation Period; for less liquid Securities, on each of the
first two days of the Liquidation Period, the Sponsor will generally sell any
amount of any underlying Securities at a price no less than 1/2 of one point
under the last closing sale price of those Securities. On each of the
following two days, the price limit will increase to one point under the last
closing sale price. After four days, the Sponsor intends to sell at least a
fraction of the remaining underlying Securities, the numerator of which is one
and the denominator of which is the total number of days remaining (including
that day) in the Liquidation Period, without any price restrictions.

During the Liquidation Period, Unit Holders who have not chosen to
receive distributions-in-kind will be at risk to the extent that Securities
are not sold; for this reason the Sponsor will be inclined to sell the
Securities in as short a period as they can without materially adversely
affecting the price of the Securities. Unit Holders should consult their own
tax advisers in this regard.

A-12
331449.2

<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying Statements of Condition and
Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
Strategic Ten, Series 1 and Equity Strategic Five, Series 1 as of February 8,
1996. These statements are the responsibility of the Sponsor. Our
responsibility is to express an opinion on the Statements of Condition and
Portfolios based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Statements of Condition and
Portfolios are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
Statements of Condition and Portfolios. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. The irrevocable
letters of credit deposited in connection with the securities owned as of
February 8, 1996, pursuant to contracts to purchase, as shown in the
Statements of Condition and Portfolios, was confirmed to us by The Chase
Manhattan Bank (National Association), the Trustee.

In our opinion, the accompanying Statements of Condition and
Portfolios present fairly, in all material respects, the financial position of
Equity Strategic Ten, Series 1 and Equity Strategic Five, Series 1 as of
February 8, 1996 in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP
New York, New York
February 8, 1996

A-13
331449.2

<PAGE>
QUILTS

STATEMENTS OF CONDITION
AS OF DATE OF DEPOSIT, FEBRUARY 8, 1996

TRUST PROPERTY

EQUITY EQUITY
STRATEGIC STRATEGIC
TEN, FIVE,
SERIES 1 SERIES 1
--------- --------
<S> <C> <C>

Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (1)................ $ 145,197 $ 145,641
Organizational Costs(2)................................................. 25,000 25,000
--------------- ----------------
Total................................................................... $ 170,197 $ 170,641
=============== ================

INTEREST OF UNIT HOLDERS

Liabilities:
Accrued Liability(2).................................................... $ 25,000 $ 25,000
Interest of Unit Holders-- Units of Fractional
Undivided Interest Outstanding
Cost to Unit Holders(3)............................................. $ 149,534 $ 149,759
Less-Gross Underwriting Commissions(4).............................. 4,337 4,118
--------------- ----------------
Net Amount Applicable to Unit Holders............................... 145,197 145,641
--------------- ----------------
Total............................................................... $ 170,197 $ 170,641
=============== ================
</TABLE>

(1) Aggregate cost to the Trusts of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under "Public
Offering--Offering Price" as of 4:00 p.m. on February 8, 1996.
Irrevocable letters of credit issued by Credit Lyonnais in an amount
in excess of $290,838 have been deposited with the Trustee to cover
the purchase of the Securities pursuant to contracts to purchase such
Securities.
(2) Organizational costs incurred by the Trusts have been deferred and will
be amortized over the life of each of the Trusts. The Trusts will
reimburse the Sponsor for actual organizational costs incurred.
(3) Aggregate public offering price computed on 149,534 Units of Equity
Strategic Ten, Series 1 and on 149,758 Units of Equity Strategic Five,
Series 1 on the basis set forth under "Public Offering--Offering
Price" in Part B.
(4) Sales charge of 2.90% computed on 149,534 Units of Equity Strategic
Ten, Series 1 and 2.75% computed on 149,758 Units of Equity Strategic
Five, Series 1 on the basis set forth under "Public Offering Price" in
Part B.

A-14
331449.2

<PAGE>

QUILTS

Equity Strategic Ten, Series 1

PORTFOLIO
AS OF FEBRUARY 8, 1996

Cost of
Portfo- Percentage Market Securities
lio Number of Name of Issuer of Value to Trust
No. Shares and Ticker Symbol (2) Trust (1) Per Share (3)
----- -------- --------------------- ---------- --------- ---
<S> <C> <C> <C> <C> <C>

1 272 Chevron Corporation - 10.00% $53.375 $14,518
CHV
2 183 E.I. du Pont De 9.97 79.125 14,480
Nemours & Company - DD
3 175 Exxon Corporation - 9.97 82.750 14,481
XON
4 183 General Electric 10.02 79.500 14,549
Company - GE
5 283 General Motors 10.02 51.375 14,539
Corporation - GM
6 358 International Paper 10.02 40.625 14,544
Company - IP
7 178 J.P. Morgan & 10.02 81.750 14,552
Company, Inc. - JPM
8 213 Minnesota Mining and 10.02 68.250 14,537
Manufacturing
Company -MMM
9 151 Philip Morris 9.96 95.875 14,476
Companies, Inc. - MO
10 179 Texaco, Inc. - TX 10.00 81.125 14,521

Total 100.00% $145,197
============== ==========
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Strategic Ten Trust.
(2) Forward contracts to purchase the Securities were entered into on
February 8, 1996. All such contracts are expected to be settled on or
about the First Settlement Date of the Trust which is expected to be
February 14, 1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.

Additional information regarding the Strategic Ten Trust is as follows:

Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)

$145,197 $--

A-15
331449.2
<PAGE>

QUILTS

Equity Strategic Five, Series 1

PORTFOLIO
AS OF FEBRUARY 8, 1996

Percentage Market Cost of
Portfolio Number of Name of Issuer (2) of Value Securities
No. Shares and Ticker Symbol Trust (1) Per Share to Trust (3)
--- -------- ----------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
1 546 Chevron Corporation - CHV 20.01% $53.375 $ 29,143
2 366 General Electric Company - 19.98 79.500 29,097
GE
3 567 General Motors Corporation 20.00 51.375 29,130
- GM
4 717 International Paper 20.00 40.625 29,128
Company - IP
5 427 Minnesota Mining & 20.01 68.250 29,143
Manufacturing Company -
MMM

Total 100.0% $145,641
=============== ==============

</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Strategic Five Trust.
(2) Forward contracts to purchase the Securities were entered into on
February 8, 1996. All such contracts are expected to be settled on or
about the First Settlement Date of the Trust which is expected to be
February 14, 1996.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the Initial Date of Deposit.

Addiional information regarding the Strategic Five Trust is as follows:

Sponsor's Profit/Loss
Sponsor's (Initial Date
Purchase Price of Deposit)

$145,641 $--

UNDERWRITING SYNDICATES

OCC Distributors, World Financial Center, 200 Liberty
Street, New York, NY 10281 will act as Underwriter for all of the Units of the
Trusts. The Underwriter will distribute the Units through various
broker-dealers, banks and/or other eligible participants (see "Public Offering
- - Distribution of Units" in Part B).

A-16
331449.2
<PAGE>
[GRAPHIC OMITTED]

Strategic 10 Trust
- ------------------

An opportunity for Above-Average Total return through Capital Appreciation and
Dividend Income.

Equities: The Place to Be
History has demonstrated that over time owning common stocks is an effective way
of building wealth.

During the period from 1926 through 1994 stocks provided an average total return
of 10.2% versus 4.8% for long term government bonds and 3.7% for U.S. Treasury
bills.*

Investors should bear in mind that Treasuries and U.S. Government bonds are
fixed income obligations, having the highest credit characteristics, while
equity securities involve greater risk. But for those investors with the
appropriate risk tolerance and investment time horizon, stocks would have
provided investors with a substantial increase in real wealth.

Choosing the Right Stocks
The most common and popular indicator of the U.S. stock market is the Dow Jones
Industrial Average (DJIA)**. The DJIA comprises 30 common stocks chosen by the
editors of The Wall Street Journal as representative of the overall market and
of American industry. These companies are major factors in our economy and their
stocks are widely held by individuals and institutional investors. The companies
represented in the DJIA are some of the most well-known and highly capitalized
companies in America.

Investing in the stocks of the DJIA
may be an effective as well as a conservative investment strategy.

*Ibbotson Associates - All results assume reinvestment of dividends on stocks or
coupons on bonds and no taxes. Transaction costs are not included.

**Dow Jones Industrial Average is the property of Dow Jones and Company Inc.,
which is unaffiliated with the Sponsor and has not participated in any way in
the creation of the Trust or in the selection of its stocks, or has approved any
information contained in this brochure or in the Trust's prospectus.
<PAGE>

The QUILTS Equity
Strategic 10 Trust

The QUILTS Equity Strategic 10 Trust utilizes a simple time tested strategy.
The Trust provides investors with the opportunity to invest in stocks of The Dow
Jones Industrial Average while offering an attractive level of diversification.

The Trust seeks to provide above
average total return through capital appreciation and dividend income.

The Strategy
The Strategic 10 Strategy entails calculating and ranking the dividend yields of
each of the 30 companies that comprise the DJIA. The ten stocks with the highest
dividend yield are identified, and held for approximately one year. At maturity
the trust is liquidated. Investors may choose to reinvest the proceeds into the
next available QUILTS Equity Strategic series at a reduced sales charge, or
receive all proceeds in cash.

Investing in DJIA stocks with high dividend yields relative to their price is
designed to increase the potential for higher returns, because we believe their
prices are undervalued. This may be effective in achieving the Trust's
investment objectives. Since the Trust consists of common stocks, an investment
should be made with an understanding of the risks inherent in any investment in
common stock.

Advantages

Diversification - Purchasing a portfolio of these stocks as opposed to just one
or two can achieve greater diversification.

Cost- Effective - An investment in the Trust avoids the costs associated with
buying small quantities of securities directly. Minimum purchase is
approximately $1,000.

<PAGE>
Historically (as the chart shows) this strategy has effectively achieved higher
returns than investing in the entire DJIA.

A Comparison of Total Return
An Investment of $10,000
1/1/76 thru 12/31/95***

[GRAPHIC OMITTED]

Term - The same stocks are held in the Trust for approximately one year, at
which time the Trust will liquidate and proceeds will be distributed to
unitholders.

Rollover Option - At maturity unitholders have the option of rolling into the
next available QUILTS Equity Series at a reduced sales charge.

Liquidity - All or a portion of your units may be sold at any time. You will
receive the current market value for your units, which may be more or less than
the original purchase price. There is no charge to liquidate.

Dividends - Dividends are paid on a semi-annual basis, either in cash or
reinvested into the Trust at no additional charge.

***The graph above represents past performance of the DJIA and the ten highest
yielding stocks of the DJIA (but not the Trust). It is important to note that
past performance is no guarantee of future results. Further, results are
hypothetical. The graph assumes that all dividends and capital gains during a
year are reinvested at the end of that year and does not reflect commissions or
taxes. In addition, the Trust's performance will vary from that of investing in
the ten highest yielding stocks of the DJIA because the Trust has a sales charge
and expenses, may not invest equally in these stocks and may not be fully
invested at all times. There can be no assurance that the Trust will outperform
the DJIA over its one-year life or over consecutive rollover periods, if
available.
<PAGE>
[GRAPHIC OMITTED]
Strategic 5 Trust
- -----------------

An opportunity for Above-Average Total return through Capital Appreciation and
Dividend Income.

Equities: The Place to Be
History has demonstrated that over time owning common stocks is an effective way
of building wealth.

During the period from 1926 through 1994 stocks provided an average total return
of 10.2% versus 4.8% for long term government bonds and 3.7% for U.S. Treasury
bills.*

Investing in the stocks of the DJIA
may be an effective as well as a conservative investment strategy.

*Ibbotson Associates - All results assume reinvestment of dividends on stocks or
coupons on bonds and no taxes. Transaction costs are not included.

<PAGE>

The QUILTS Equity
Strategic 5 Trust

The QUILTS Equity Strategic 5 Trust utilizes a simple time tested strategy. The
Trust provides investors with the opportunity to invest in stocks of DJIA which
are some of the most well-known and highly capitalized companies in America.

The Trust seeks to provide above
average total return through capital appreciation and dividend income.

The Strategy
The Strategic 5 Strategy entails calculating and ranking the dividend yields of
each of the 30 companies that comprise the DJIA.. The ten stocks with the
highest dividend yields are identified, and equal amounts of the five stocks
with the lowest price per share are purchased. These stocks are held for about
one year, and at maturity the trust is liquidated. Investors may choose to
reinvest the proceeds into the next available QUILTS Equity Strategic series at
a reduced sales charge, or receive all proceeds in cash.

Advantages
Diversification - Purchasing a portfolio of these stocks as opposed to just one
or two can achieve greater diversification.

Cost- Effective - An investment in the Trust avoids the costs associated with
buying small quantities of securities directly. Minimum purchase is
approximately $1,000.

<PAGE>

Historically (as the chart shows) this strategy has effectively achieved higher
returns than investing in the entire DJIA.

A Comparison of Total Return
An Investment of $10,000
1/1/76 thru 12/31/95***

[GRAPHIC OMITTED]

Term - The same stocks are held in the Trust for approximately one year, at
which time the Trust will liquidate and proceeds will be distributed to
unitholders.

Rollover Option - At maturity unitholders have the option of rolling into the
next available QUILTS Equity Series at a reduced sales charge.

Dividends - Dividends are paid on a semi-annual basis, either in cash or
reinvested into the Trust at no additional charge.

***The graph above represents past performance of the DJIA and the five lowest
priced highest yielding stocks of the DJIA (but not the Trust). It is important
to note that past performance is no guarantee of future results. Further,
results are hypothetical. The graph assumes that all dividends and capital gains
during a year are reinvested at the end of that year and does not reflect
commissions or taxes. In addition, the Trust's performance will vary from that
of investing in the five lowest priced highest yielding stocks of the DJIA,
because the Trust has a sales charge and expenses, may not invest equally in
these stocks and may not be fully invested at all times. There can be no
assurance that the Trust will outperform the DJIA over its one-year life or over
consecutive rollover periods, if available.
<PAGE>

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

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES ("QUILTS")

EQUITY STRATEGIC TEN, SERIES 1
EQUITY STRATEGIC FIVE, SERIES 1

THE TRUSTS

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

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

On the initial Date of Deposit, the Sponsor deposited with
the Trustee the Securities with an aggregate value as set forth in Part A and
cash or an irrevocable letter of credit issued by a major commercial bank in
the amount required for such purchases. Thereafter the Trustee, in exchange
for the Securities so deposited, delivered to the Sponsor the Certificates
evidencing the ownership of all Units of the Trusts. The Sponsor may also, in
certain circumstances, direct the Trustee to dispose of certain Securities if
the Sponsor believes that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to Unit
Holders. (See "Trust Administration--Portfolio Supervision.")

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

With the deposit of the Securities in the Trusts on the
initial Date of Deposit, the Sponsor established a proportionate relationship
among the initial aggregate value of specified Securities

331449.2

<PAGE>
in each of the Trusts. During the 90 days subsequent to the initial Date of
Deposit, the Sponsor may deposit additional Securities in the Trusts that are
substantially similar to the Securities already deposited in each of the
Trusts ("Additional Securities"), contracts to purchase Additional Securities
or cash (or a bank letter of credit in lieu of cash) with instructions to
purchase Additional Securities, in order to create additional Units,
maintaining to the extent practicable the original proportionate relationship
of the number of shares of each Security in the portfolio of each of the
Trusts on the initial Date of Deposit. These additional Units will each
represent, to the extent practicable, an undivided interest in the same number
and type of securities of identical issuers as are represented by Units issued
on the initial Date of Deposit. It may not be possible to maintain the exact
original proportionate relationship among the Securities deposited on the
initial Date of Deposit because of, among other reasons, purchase
requirements, changes in prices, or unavailability of Securities. The number
and identity of Securities in the Trusts will be adjusted to reflect the
disposition of Securities and/or the receipt of a stock dividend, a stock
split or other distribution with respect to shares. Securities received in
exchange for shares will be similarly treated. The portfolio of each of the
Trusts may change slightly based on such transaction. Units may be
continuously offered to the public by means of this Prospectus (see "Public
Offering--Distribution of Units") resulting in a potential increase in the
number of Units outstanding. As additional Units are issued by the Trusts as a
result of the deposit of Additional Securities, the aggregate value of the
Securities in each of the Trusts will be increased and the fractional
undivided interest in each of the Trusts represented by each Unit will be
decreased.

Objectives. The objective of the each of Trusts is to
maximize total return through capital appreciation and current dividend
income. The Strategic Ten Trust will invest for one year in approximately
equal values of the ten (10) common stocks in the DJIA having the highest
dividend yield one business day prior to the initial Date of Deposit. The
Strategic Five Trust will invest for one year in approximately equal values of
the five (5) common stocks in the DJIA having the lowest per share stock price
of the ten companies in the DJIA having the highest dividend yield one
business day prior to the initial Date of Deposit. Investing in DJIA stocks
with the highest dividend yields may be effective in achieving the Trusts'
investment objective because regular dividends are common for established
companies and dividends have accounted for a substantial portion of the total
return on DJIA stocks as a group. Further, the Securities may appreciate or
depreciate in value, dependent upon the full range of economic and market
influences affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. Investors should note that each Trust's selection criteria were
applied to the Securities one business day prior to the initial Date of
Deposit. Since the Sponsor may deposit additional Securities in connection
with the sale of additional Units, the yields on these Securities may change
subsequent to the initial Date of Deposit. Therefore, there is no guarantee
that the objective of either of the Trusts will be achieved.

The DJIA Strategic Ten. The Strategic Ten Trust is a fixed
diversified portfolio of the ten common stocks in the Dow Jones Industrial
Average having the highest dividend yield one business day prior to the
initial Date of Deposit. The Strategic Ten Trust seeks a higher total return
than the DJIA by acquiring these ten established, widely held stocks one
business day before the Strategic Ten Trust is created, and holding them for
one year. There can be no assurance that the dividend rates will be
maintained. Reduction or elimination of a dividend could adversely affect the
stock price as well. Purchasing a portfolio of these stocks as opposed to one
or two can achieve a more diversified holding. There is only one investment
decision instead of ten. An investment in the Strategic Ten Trust can be
cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Investment in a number of companies with high dividends
relative to their stock prices (usually because their stock prices are
depressed) is designed to increase the Strategic Ten Trust's potential for
higher returns. The Strategic Ten Trust's return will consist of a combination
of capital appreciation and current dividend income. The Strategic Ten Trust
will terminate in about

B-2
331449.2

<PAGE>

one year, when investors may choose to either receive the distribution in kind
(if they own at least 25,000 Units) in cash or reinvest in the next QUILTS
Equity Strategic Ten Series (if available) at a reduced sales charge.

The DJIA Strategic Five. The Strategic Five Trust is a fixed
diversified portfolio of the five common stocks in the Dow Jones Industrial
Average having the lowest per share stock price of the ten companies in the
DJIA having the highest dividend yield one business day prior to the initial
Date of Deposit. The Strategic Five Trust seeks a higher total return than the
DJIA by acquiring these five established, widely held stocks one business day
before the Strategic Five Trust is created, and holding them for one year.
There can be no assurance that the dividend rates will be maintained.
Reduction or elimination of a dividend could adversely affect the stock price
as well. Purchasing a portfolio of these stocks as opposed to one or two can
achieve a more diversified holding. There is only one investment decision
instead of five. An investment in the Strategic Five Trust can be
cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Investment in a number of companies with high dividends
relative to their stock prices (usually because their stock prices are
depressed) is designed to increase the Strategic Five Trust's potential for
higher returns. The Strategic Five Trust's return will consist of a
combination of capital appreciation and current dividend income. The Strategic
Five Trust will terminate in approximately one year, when investors may choose
to either receive the distribution in kind (if they own at least 25,000 Units)
in cash or reinvest in the next QUILTS Equity Strategic Five Series (if
available) at a reduced sales charge.

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

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

List as of October 1, 1928 Current List
- -------------------------- ------------
Allied Chemical AT&T Corporation
American Can Allied Signal
American Smelting Aluminum Company of America
American Sugar American Express Company
American Tobacco Bethlehem Steel Corporation
Atlantic Refining Boeing Company
Bethlehem Steel Corporation Caterpillar Inc.
Chrysler Corporation Chevron Corporation
General Electric Company Coca-Cola Company
General Motors Corporation Walt Disney Company
General Railway Signal E.I. du Pont de Nemours & Company

B-3
331449.2

<PAGE>

Goodrich Eastman Kodak Company
International Harvester Exxon Corporation
International Nickel General Electric Company
Mack Trucks General Motors Corporation
Nash Motors Goodyear Tire & Rubber Company
North American International Business Machines Corporation
Paramount Publix International Paper Company
Postum, Inc. McDonald's Corporation
Radio Corporation of America (RCA) Merck & Company, Inc.
Sears, Roebuck & Company Minnesota Mining & Manufacturing Company
Standard Oil of New Jersey J.P. Morgan & Company, Inc.
Texas Corporation Phillip Morris Companies, Inc.
Texas Gulf Sulphur Proctor & Gamble Company
Union Carbide Corporation Sears, Roebuck & Company
United States Steel Company Texaco, Inc.
Victor Talking Machine Union Carbide Corporation
Westinghouse Electric Corporation United Technologies Corporation
Woolworth Corporation Westinghouse Electric Corporation
Wright Aeronautical Woolworth Corporation
</TABLE>

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

All of the Securities are publicly traded on the New York
Stock Exchange. The contracts to purchase Securities deposited initially in
the Trusts are expected to settle in three business days, in the ordinary
manner for such Securities. Settlement of the contracts for Securities is thus
expected to take place prior to the settlement of purchase of Units on the
initial Date of Deposit.

RISK FACTORS

Fixed Portfolio. The value of the Units will fluctuate
depending on all the factors that have an impact on the economy and the equity
markets. These factors similarly impact on the value of a Portfolio Security's
issuer and the ability of such an issuer to distribute dividends. The Trusts
are not a "managed registered investment company" and Securities will not be
sold by the Trustee as a result of ordinary market fluctuations. Unlike a
managed investment company in which there may be frequent changes in the
portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trusts, are not subject to
such frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. (See "Trust Administration--Portfolio Supervision" below.)
Potential

B-4
331449.2

<PAGE>

investors also should be aware that the Sponsor may change its views as to the
investment merits of any of the Securities during the life of the Trusts and
therefore should consult their own financial advisers with regard to a
purchase of Units. In addition, investors should be aware that the Sponsor,
and its affiliates, currently act and will continue to act as investment
adviser for managed investment companies and managed private accounts that may
have similar or different investment objectives from the Trusts. Some of the
Securities in the Trusts may also be owned by these other clients of the
Sponsor and its affiliates. However, because these clients have "managed"
portfolios and may have differing investment objectives, the Sponsor may sell
certain Securities from those accounts in instances where a sale by the Trust
would be impermissible, such as to maximize return by taking advantage of
market fluctuation. Investors should consult with their own financial advisers
prior to investing in either of the Trusts to determine its suitability. (See
"Trust Administration--Portfolio Supervision.") All the Securities in each of
the Trusts are liquidated or distributed during a 30-day period at the
termination of the approximately one-year life of the Trusts. Since the Trusts
will not sell Securities in response to ordinary market fluctuation, but only
at the termination of the Trusts or upon the occurrence of certain events, the
amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trusts.

Additional Securities. Investors should be aware that in
connection with the creation of additional Units subsequent to the initial
Date of Deposit, the Sponsor may deposit Additional Securities, contracts to
purchase Additional Securities or cash (or letter of credit in lieu of cash)
with instructions to purchase Additional Securities, in each instance
maintaining the original proportionate relationship, subject to adjustment
under certain circumstances, of the numbers of shares of each Security in each
of the Trusts. To the extent the price of a Security increases or decreases
between the time cash is deposited with instructions to purchase the Security
at the time the cash is used to purchase the Security, Units may represent
less or more of that Security and more or less of the other Securities in the
Trusts. In addition, brokerage fees (if any) incurred in purchasing Securities
with cash deposited with instructions to purchase the Securities will be an
expense of the Trusts. Price fluctuations between the time of deposit and the
time the Securities are purchased, and payment of brokerage fees, will affect
the value of every Unit Holder's Units and the Income per Unit received by the
Trusts. In particular, Unit Holders who purchase Units during the initial
offering period would experience a dilution of their investment as a result of
any brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the
Evaluation Time or at prices as close as possible to the prices used to
evaluate Trust Units at the Evaluation Time.

Common Stock. Since the Trusts contain common stocks of
domestic issuers, an investment in Units of either of the Trusts should be
made with an understanding of the risks inherent in any investment in common
stocks including the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in the
value of the Securities and thus in the value of the Units). Additional risks
include risks associated with the right to receive payments from the issuer
which is generally inferior to the rights of creditors of, or holders of debt
obligations or preferred stock issued by, the issuer. Holders of common stocks
have a right to receive dividends only when, if, and in the amounts declared
by the issuer's board of directors and to participate in amounts available for
distribution by the issuer only after all other claims on the issuer have been
paid or provided for. By contrast, holders of preferred stocks usually have
the right to receive dividends at a fixed rate when and as declared by the
issuer's board of directors, normally on a cumulative basis. Dividends on
cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been
omitted is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also usually entitled to rights on
liquidation which are senior to those of common stocks. For these reasons,
preferred stocks generally entail less risk than common stocks.

B-5
331449.2

<PAGE>

Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of debt securities. The issuance of debt securities or
even preferred stock by an issuer will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the economic interest of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), common stocks have neither a
fixed principal amount nor a maturity and have values which are subject to
market fluctuations for as long as the common stocks remain outstanding.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The value of the common stocks in the Trusts thus may be expected to fluctuate
over the life of the Trusts to values higher or lower than those prevailing on
the initial Date of Deposit.

Petroleum Refining Companies. The Portfolio of the Strategic
Ten Trust may be considered to be concentrated in common stocks of companies
engaged in refining and marketing oil and related products. According to the
U.S. Department of Commerce, the factors which will most likely shape the
industry to 1996 and beyond include the price and availability of oil from the
Middle East, changes in United States environmental policies and the continued
decline in U.S. production of crude oil. Possible effects of these factors may
be increased U.S. and world dependence on oil from the Organization of
Petroleum Exporting Countries ("OPEC") and highly uncertain and potentially
more volatile oil prices and a higher rate of growth for natural gas
production than for other fuels. Factors which the Sponsor believes may
increase the profitability of oil and petroleum operations include increasing
demand for oil and petroleum products as a result of the continued increases
in annual miles driven and the improvement in refinery operating margins
caused by increases in average domestic refinery utilization rates. The
existence of surplus crude oil production capacity and the willingness to
adjust production levels are the two principal requirements for stable crude
oil markets. Without excess capacity, supply disruptions in some countries
cannot be compensated for by others. Surplus capacity in Saudi Arabia and a
few other countries and the utilization of that capacity during the Persian
Gulf crisis prevented severe market disruption. Although unused capacity can
contribute to market stability, it ordinarily creates pressure to overproduce
and contributes to market uncertainty. The likely restoration of a large
portion of Kuwait and Iraq's production and export capacity over the next few
years could lead to such a development in the absence of substantial growth in
world oil demand. Formerly, OPEC members attempted to exercise control over
production levels in each country through a system of mandatory production
quotas. As a result of the crisis in the Middle East, the mandatory system has
since been replaced with a voluntary system. Production under the new system
0has had to be curtailed on at least one occasions as a result of weak prices,
even in the absence of supplies from Iraq. The pressure to deviate from
mandatory quotas, if they are reimposed, is likely to be substantial and could
lead to a weakening of prices. In the longer term, additional capacity and
production will be required to accommodate the expected increases in world oil
demand and to compensate for expected sharp drops in U.S. crude oil production
and exports from the former Soviet Union. Only a few OPEC countries,
particularly Saudi Arabia, have the petroleum reserves that will allow the
required increase in production capacity to be attained. Given the large-scale
financing that is required, the prospect that such expansion will occur soon
enough to meet the increased demand is uncertain.

Declining U.S. crude oil production will likely lead to
increased dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to environmental
concerns will also pose serious challenges to the industry over the coming
decade.

B-6
331449.2

<PAGE>

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

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

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

PUBLIC OFFERING

Offering Price. The Public Offering Price per 1,000 Units of
each of the Trusts is equal to the aggregate value of the underlying
Securities (the price at which they could be directly purchased by the public
assuming they were available) in each Trust divided by the number of Units
outstanding for that Trust times 1,000 plus a sales charge of (a) 2.90% of the
Public Offering Price or 2.987% of the net amount invested in Securities per
1,000 Units of the Strategic Ten Trust and (b) 2.75% of the Public Offering
Price or 2.828% of the net amount invested in Securities per 1,000 Units of
the Strategic Five Trust. In addition, the net amount invested in Securities
will involve a proportionate share of amounts in the Income Account and
Principal Account, if any. The Public Offering Price can vary on a daily basis
from the amount stated in this Prospectus in accordance with fluctuations in
the market value of the Securities and the price to be paid by each investor
will be computed as of the date the Units are purchased.

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

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<PAGE>

appraisal deemed appropriate by the Trustee, or (c) by any combination of the
above, each as of the Evaluation Time.

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

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

Strategic Ten Trust
Less than 25,000 2.90% 0% 2.90% 2.00%
25,000 but less than 50,000 2.90% .05% 2.85% 2.00%
50,000 but less than 100,000 2.90% .30% 2.60% 1.75%
100,000 but less than 250,000 2.90% .65% 2.25% 1.45%
250,000 and above* 2.90% .90% 2.00% 1.25%
Strategic Five Trust
Less than 25,000 2.75% 0% 2.75% 1.80%
25,000 but less than 50,000 2.75% .05% 2.70% 1.80%
50,000 but less than 100,000 2.75% .25% 2.50% 1.65%
100,000 but less than 250,000 2.75% .60% 2.15% 1.35%
250,000 and above* 2.75% .80% 1.95% 1.15%
</TABLE>

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

Distribution of Units. During the initial offering period
(i) Units issued on the initial Date of Deposit and (ii) Additional Units
issued after such date in respect of additional deposits of Securities,
- --------
* For any transactions of 250,000 Units or more or over $250,000, the
Sponsor intends to negotiate the applicable sales charge and such charge
will be disclosed to any such purchaser.

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<PAGE>

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

The Sponsor intends to qualify the Units of the Trusts for
sale in Arkansas, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa,
Maryland, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia, Washington, West Virginia and the
District of Columbia. Additional states may be added from time to time.

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

Sponsor's Profits. The Sponsor will receive a gross
underwriting commission (although the net commission retained will be lower
because of the concession paid to dealers) equal to 2.90% of the Public
Offering Price (2.987% of the net amount invested in the Securities) for the
Strategic Ten Trust and 2.75% of the Public Offering Price per Unit
(equivalent to 2.828% of the net amount invested in the Securities) for the
Strategic Five Trust. Additionally, the Sponsor may realize a profit on the
deposit of the Securities in the Trusts representing the difference between
the cost of the Securities to the Sponsor and the cost of the Securities to
the Trusts (see "Portfolio" in Part A). The Sponsor may realize profits or
sustain losses with respect to Securities deposited in the Trusts which were
acquired from underwriting syndicates of which it was a member.

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

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

Both upon acquisition of Securities and termination of the
Trusts, the Trustee may utilize the services of the Sponsor for the purchase
or sale of all or a portion of the Securities in the Trusts.

B-9
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<PAGE>

The Sponsor may receive brokerage commissions from the Trusts in connection
with such purchases and sales in accordance with applicable law.

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

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

RIGHTS OF UNIT HOLDERS

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

Distributions. Dividends received by a Trust are credited by
the Trustee to an Income Account for that Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for
the Trust.

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

B-10
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<PAGE>

will be held in the Principal Account and not distributed until the next
Distribution Date. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution
Date following the first Record Date on which they are a Unit Holder of
record.

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

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

Reinvestment. Income and principal distributions on Units
(other than the final distribution in connection with the termination of the
Trusts) may be reinvested by participating in a Trust's reinvestment plan.
Under the plan, the Units acquired for participants will be either Units
already held in inventory by the Sponsor or new Units created by the Sponsor's
deposit of Additional Securities as described in "The Trusts-Organization" in
this Part B. Units acquired by reinvestment will not be subject to a sales
charge. The Sponsor reserves the right to demand, modify or terminate the
reinvestment plan at any time without prior notice. The reinvestment plan for
the Trusts may not be available in all states. In order to enable a Unit
Holder to participate in the reinvestment plan with respect to a particular
distribution on their Units, written notification must be received by the
Trustee within 10 days prior to the Record Date for such distribution. Each
subsequent distribution of income or principal on the participant's Units will
be automatically applied by the Trustee to purchase additional Units of a
Trust.

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

B-11
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<PAGE>

amounts representing the pro rata share of each 1,000 Units outstanding on the
last business day of such calendar year.

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

Expenses and Charges.

Initial Expenses

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

Fees

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

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

The Trustee will receive, for its ordinary recurring
services to the Trusts, an annual fee in the amount set forth under "Summary
of Essential Information" in Part A. For a discussion of the services
performed by the Trustee pursuant to its obligations under the Trust
Agreement, see "Trust Administration" and "Rights of Unit Holders".

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

Other Charges

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

B-12
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<PAGE>

of the Trusts; indemnification of the Sponsor for any losses, liabilities and
expenses incurred in acting as sponsor of the Trusts without gross negligence,
bad faith or willful misconduct on its part; and all taxes and other
governmental charges imposed upon the Securities or any part of the Trusts (no
such taxes or charges are being levied, made or, to the knowledge of the
Sponsor, contemplated). The above expenses, including the Trustee's fees, when
paid by or owing to the Trustee are secured by a first lien on the Trust to
which such expenses are charged. In addition, the Trustee is empowered to sell
the Securities in order to make funds available to pay all expenses.

TAX STATUS

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

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

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

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

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

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

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

For Federal income tax purposes, a Unit Holder's pro rata
portion of dividends paid with respect to a Security held by a Trust are
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits" as defined by Section 316 of the Code. A
Unit Holder's

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<PAGE>

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

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

A Unit Holder's portion of gain, if any, upon the sale,
exchange or redemption of Units or the disposition of Securities held by the
Trusts will generally be considered a capital gain and will be long-term if
the Unit Holder has held his Units for more than one year. Investors who
acquire Units after the date on which Units are initially sold will not
qualify for long-term capital gain treatment even though they hold Units until
the Trust terminates if Securities are sold on or before one year from the
date on which they acquired Units. Individuals who realize long-term capital
gains may be subject to a reduced tax rate on such gains. Such lower rate will
be unavailable to those non-corporate Unit Holders who, as of the Mandatory
Termination Date (or earlier termination of a Trusts, have held their units for
less than a year and a day. Similarly, with respect to non-corporate Rollover
Unit Holders, this lower rate will be unavailable if, as of the beginning of
the Liquidation Period, such Rollover Unit Holders have held their shares for
less than a year and a day. The deduction of capital losses is subject to
limitations. Tax rates may increase prior to the time when Unit Holders may
realize gains from the sale, exchange or redemption of Units or Securities.

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

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

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After the end of each calendar year, the Trustee will
furnish to each Unit Holder an annual statement containing information
relating to the dividends received by the Trust on the Securities, the gross
proceeds received by the Trust from the disposition of any Security, and the
fees and expenses paid by the Trust. The Trustee will also furnish annual
information returns to each Unit Holder and to the Internal Revenue Service.

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

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

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

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

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

Retirement Plans

These Trusts may be well suited for purchase by Individual
Retirement Accounts ("IRAs"), Keogh plans, pension funds and other qualified
retirement plans, certain of which are briefly

B-15
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<PAGE>

described below. Generally, capital gains and income received in each of the
foregoing plans are exempt from Federal taxation. All distributions from such
plans are generally treated as ordinary income but may, in some cases, be
eligible for special 5 or 10 year averaging or tax-deferred rollover
treatment. Unit Holders in IRAs, Keogh plans and other tax-deferred retirement
plans should consult their plan custodian as to the appropriate disposition of
distributions. Investors considering participation in any of these plans
should review specific tax laws related thereto and should consult their
attorneys or tax advisers with respect to the establishment and maintenance of
any of these plans. These plans are offered by brokerage firms, including the
Sponsor of the Trusts, and other financial institutions. Fees and charges with
respect to such plans may vary.

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

Individual Retirement Account--IRA. Any individual
(including one covered by an employer retirement plan) can establish an IRA or
make use of a qualified IRA arrangement set up by an employer or union for the
purchase of Units of the Trusts. Any individual can make a contribution in an
IRA equal to the lesser of $2,000 ($2,250 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute will be reduced if the individual or the
individual's spouse (in the case of a married individual) participates in a
qualified retirement plan and the individual's adjusted gross income exceeds
$25,000 (in the case of a single individual or a married individual filing a
separate return not residing with such person's spouse) or $40,000 (in the
case of married individuals filing a joint return). Special rules apply in the
case of married individuals living together who file separate returns.
Generally, there are penalties for premature distributions from an IRA before
the attainment of age 59 1/2, except in the case of the participant's death or
disability and certain other circumstances.

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

LIQUIDITY

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

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on the next business day. In the event a market is not maintained for the
Units, a Unit Holder may be able to dispose of Units only by tendering them to
the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may
be reoffered for sale by the Sponsor at a price based on the aggregate
offering price of the Securities in each of the Trusts plus (a) a 2.90% sales
charge (2.987% of the net amount invested) for the Strategic Ten Trust and (b)
a 2.75% sales charge (2.828% of the net amount invested) for the Strategic
Five Trust, plus a pro rata portion of amounts, if any, in the Income Account.
Any Units that are purchased by the Sponsor in the secondary market also may
be redeemed by the Sponsor if it determines such redemption to be in its best
interest.

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

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

Within three business days following a tender for
redemption, the Unit Holder will be entitled to receive in cash an amount for
each Unit tendered equal to the Redemption Price per Unit computed as of the
Evaluation Time set forth under "Summary of Essential Information" for each
Trust in Part A on the date of tender. The "date of tender" is deemed to be
the date on which Units are received by the Trustee, except that with respect
to Units received after the close of trading on the New York Stock Exchange,
the date of tender is the next day on which such Exchange is open for trading,
and such Units will be deemed to have been tendered to the Trustee on such day
for redemption at the Redemption Price computed on that day.

A Unit Holder will receive his redemption proceeds in cash
and amounts paid on redemption shall be withdrawn from the Income Account, or,
if the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if required, could result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and
diversity of such Trust will be reduced. The Securities to be sold will be
selected by the Trustee in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each of the
Securities in a Portfolio. Provision is made in the Indenture under which
the Sponsor may, but need not, specify minimum amounts in which blocks of
Securities are to be sold in order to obtain the best price for a Trust.
While these minimum amounts may vary from time to time in accordance with
market conditions, the Sponsor believes that the minimum amounts which would
be specified would be approximately 1,000 shares for readily marketable
Securities.

The Redemption Price per Unit is the pro rata share of the
Unit in each Trust determined by the Trustee on the basis of (i) the cash on
hand in the Trust or moneys in the process of being

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collected, (ii) the value of the Securities in the Trust as determined by the
Trustee, less (a) amounts representing taxes or other governmental charges
payable out of the Trust, (b) the accrued expenses of the Trust and (c) cash
allocated for the distribution to Unit Holders of record as of the business
day prior to the evaluation being made. The Trustee may determine the value of
the Securities in each Trust in the following manner: if the Securities are
listed on a national securities exchange or the NASDAQ national market system,
this evaluation is generally based on the closing sale prices on that exchange
or that system (unless the Trustee deems these prices inappropriate as a basis
for valuation). If the Securities are not so listed or, if so listed and the
principal market therefor is other than on the exchange, the evaluation shall
generally be based on the closing purchase price in the over-the-counter
market (unless the Trustee deems these prices inappropriate as a basis for
evaluation) or if there is no such closing purchase price, then the Trustee
may utilize, at the Trust's expense, an independent evaluation service or
services to ascertain the values of the Securities. The independent evaluation
service shall use any of the following methods, or a combination thereof,
which it deems appropriate: (a) on the basis of current bid prices for
comparable securities, (b) by appraising the value of the Securities on the
bid side of the market or (c) by any combination of the above.

Any Unit Holder tendering 25,000 Units or more of a Trust
for redemption may request by written notice submitted at the time of tender
from the Trustee in lieu of a cash redemption a distribution of shares of
Securities and cash in an amount and value equal to the Redemption Price Per
Unit as determined as of the evaluation next following tender. To the extent
possible, in kind distributions ("In Kind Distributions") shall be made by the
Trustee through the distribution of each of the Securities in book-entry form
to the account of the Unit Holder's bank or broker-dealer at The Depository
Trust Company. An In Kind Distribution will be reduced by customary transfer
and registration charges. The tendering Unit Holders will receive his pro rata
number of whole shares of each of the Securities comprising the portfolio and
cash from the Principal Accounts equal to the balance of the Redemption Price
to which the tendering Unit Holder is entitled. If funds in the Principal
Account are insufficient to cover the required cash distribution to the
tendering Unit Holder, the Trustee may sell Securities in the manner described
above.

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

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

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

B-18
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<PAGE>

TRUST ADMINISTRATION

Portfolio Supervision. Each Trust is a unit investment trust
and is not a managed fund. Traditional methods of investment management for a
managed fund typically involve frequent changes in a portfolio of securities
on the basis of economic, financial and market analyses. The Portfolios of
each of the Trusts, however, will not be managed and therefore the adverse
financial condition of an issuer will not necessarily require the sale of its
Securities from the Portfolio. Although the portfolios of the Trusts are
regularly reviewed, because of the formula employed in selecting the DJIA
Strategic Ten and DJIA Strategic Five, it is unlikely that the Trusts will
sell any of the Securities other than to satisfy redemptions of Units, or to
cease buying Additional Securities in connection with the issuance of
additional Units. Although the Sponsor may direct the disposition of
Securities upon the occurrence of the following events, it is unlikely that
they will cause the Trust to dispose of a Security or cease buying it:

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

2. institution of certain legal proceedings;

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

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

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

Furthermore, the Trusts will likely continue to hold a Security and purchase
additional shares notwithstanding its ceasing to be included among the DJIA
Strategic Ten or the DJIA Strategic Five, or even its deletion from the DJIA.

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

The Trust Agreement provides that it is the responsibility
of the Sponsor to instruct the Trustee to reject any offer made by an issuer
of any of the Securities to issue new securities in exchange and substitution
for any Security pursuant to a recapitalization or reorganization, if any
exchange or substitution is effected notwithstanding such rejection, any
securities or other property received shall be promptly sold unless the
Depositor directs that it be retained.

Any property received by the Trustee after the initial Date
of Deposit as a distribution on any of the Securities in a form other than
cash or additional shares of the Securities received in a non-taxable stock
dividend or stock split, which shall be retained, shall be retained or
disposed by the Trustee as provided in the Trust Agreement. The proceeds of
any disposition shall be credited to the Income or Principal Account of the
Trusts.

The Trust Agreement also authorizes the Sponsor to increase
the size and number of Units of the Trusts by the deposit of Additional
Securities, contracts to purchase Additional Securities or cash or a letter of
credit with instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units within 90 days subsequent to the
initial Date of Deposit,

B-19
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<PAGE>

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

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

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

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

Trust Termination. The Trust Agreement provides that the
Trusts shall terminate upon the maturity, redemption or other disposition, as
the case may be, of the last of the Securities held in such Trust but in no
event is it to continue beyond February 19, 1997. If the value of a Trust
shall be less than the minimum amount set forth under "Summary of Essential
Information" for that Trust in Part A, the Trustee may, in its discretion, and
shall, when so directed by the Sponsor, terminate the Trust. The Trusts may
also be terminated at any time with the consent of the holders of 100% of the
Units then outstanding. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trusts. The Sponsor
may receive brokerage commissions from the Trusts in connection with such
sales in accordance with applicable law. In the event of termination, written
notice thereof will be sent by the Trustee to all Unit Holders. Such notice
will provide Unit Holders with three options by which to receive their pro
rata share of the net asset value of the Trust.

1. A Unit Holder who owns at least 25,000 Units and
whose interest in a Trust would entitle him to receive at least one
share of each Security, and who so elects by notifying the Trustee
prior to the commencement of the Liquidation Period by returning a
properly completed election request (to be supplied to Unit Holders
at least 20 days prior to such date) (see Part A - "Summary of
Essential Information" for the date of the commencement

B-20
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<PAGE>

of the Liquidation Period), and whose interest in the Trust entitles
him to receive at least one share of each underlying Security, will
have his Units redeemed on commencement of the Liquidation Period by
distribution of the Unit Holder's pro rata share of the net asset
value of the Trust on such date distributed in kind to the extent
represented by whole shares of underlying Securities and the balance
in cash within three business days next following the commencement of
the Liquidation Period. Unit Holders subsequently selling such
distributed Securities will incur brokerage costs when disposing of
such Securities. Unit Holders should consult their own tax adviser in
this regard.

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

2. to receive in cash such Unit Holder's pro rata
share of the net asset value of the Trust derived from the sale by
the Sponsor as the agent of the Trustee of the underlying Securities
over a period not to exceed 30 days immediately following the
commencement of the Liquidation Period. The Unit Holder's Redemption
Price per Unit on the settlement date of the last trade of a Security
in the Trust will be distributed to such Unit Holder within three
business days of the settlement of the trade of the last Security to
be sold; and/or

3. to invest such Unit Holder's pro rata share of
the net asset value of a Trust derived from the sale by the Sponsor
as agent of the Trustee of the underlying Securities over a period
not to exceed 30 days immediately following the commencement of the
Liquidation Period, in units of an available series of QUILTS Equity
Strategic Ten or Equity Strategic Five, as the case may be ("Rollover
QUILTS"), provided one is offered. It is expected that a special
redemption and liquidation will be made of all Units of this Trust
held by Unit Holder (a "Rollover Unit Holder") who affirmatively
notifies the Trustee in writing by the Rollover Notification Date set
forth in the "Summary of Essential Information" for each Trust in
Part A. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a Rollover QUILTS or
any other security. A Unit Holder's election to participate in this
option will be treated as an indication of interest only. A Rollover
Unit Holder's Units will be redeemed in kind and the Securities
disposed of over the Liquidation Period. As long as the Unit Holder
confirms his interest in purchasing units of the Rollover QUILTS and
units are available, the proceeds of the sales (net of brokerage
commissions, governmental charges and any other selling expenses)
will be reinvested in units of the Rollover QUILTS at their net asset
value plus the applicable sales charge. Such purchaser may be
entitled to a reduced sales load of approximately 1.95% of the Public
Offering Price upon the purchase of units of the Rollover QUILTS. It
is expected that the terms of the Rollover QUILTS will be
substantially the same as the terms of the Trusts described in this
Prospectus, and that a similar procedure for redemption, liquidation
and investment in a subsequent QUILTS Equity Strategic Ten or Equity
Strategic Five series will be available for each new Trust
approximately one year after the creation of that Trust. At any time
prior to the purchase by the Unit Holder of units of a Rollover
QUILTS such Unit Holder may change his investment strategy and
receive, in cash, the proceeds of the sale of the Securities. An
election of this option will not prevent the Unit Holder from
recognizing taxable capital gain or loss (except in the case of a
loss, if the Rollover QUILTS is treated as substantially identical to
the Trust) as a result of the liquidation, even though no cash will
be distributed to pay taxes. Unit Holders should consult their own
tax advisers in this regard. (See "Tax Status".)

The Sponsor has agreed to effect the sales of underlying
securities for the Trustee in the case of the second and third options over a
period not to exceed 30 days immediately following

B-21
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<PAGE>

the commencement of the Liquidation Period. The Sponsor, on behalf of the
Trustee, will sell the distributed Securities as quickly as practicable,
unless prevented by unusual and unforeseen circumstances, such as, among other
reasons, a suspension in trading of a Security, the close of a stock exchange,
outbreak of hostilities and collapse of the economy. The Redemption Price Per
Unit upon the settlement of the last sale of Securities during the Liquidation
Period will be distributed to Unit Holders in redemption of such Unit Holders'
interest in the Trust.

Depending on the amount of proceeds to be invested in Units
of Rollover QUILTS and the amount of other orders for Units in Rollover
QUILTS, the Sponsor may purchase a large amount of securities for Rollover
QUILTS in a short period of time. The Sponsor's buying of securities may tend
to raise the market prices of these securities. The actual market impact of
the Sponsor's purchases, however, is currently unpredictable because the
actual amount of securities to be purchased and the supply and price of those
securities is unknown. A similar problem may occur in connection with the sale
of Securities during the Liquidation Period; depending on the number of sales
required, the prices of and demand for Securities, such sales may tend to
depress the market prices and thus reduce the proceeds of such sales. The
Sponsor believes that the sale of underlying Securities over a 30-day period
as described above is in the best interest of a Unit Holder and may mitigate
the negative market price consequences stemming from the trading of large
amounts of Securities. The Securities may be sold in fewer than 30 days if, in
the Sponsor's judgment, such sales are in the best interest of Unit Holders.
The Sponsor, in implementing such sales of securities on behalf of the
Trustee, will seek to maximize the sales proceeds and will act in the best
interests of the Unit Holders. There can be no assurance, however, that any
adverse price consequences of heavy trading will be mitigated.

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

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

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

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

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

B-22
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<PAGE>

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

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

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

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

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

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

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

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

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<PAGE>

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

OTHER MATTERS

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

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

Performance Information. Total returns, average annualized
returns or cumulative returns for various periods of the DJIA Strategic Ten
and the DJIA Strategic Five, the related index and the current Strategic Ten
Trust or Strategic Five Trust may be included from time to time in
advertisements, sales literature and reports to current or prospective
investors. Total return shows changes in Unit price during the period plus
reinvestment of dividends and capital gains, divided by the maximum public
offering price. Average annualized returns show the average return for stated
periods of longer than a year. Sales material may also include an illustration
of the cumulative results of like annual investments in the DJIA Strategic Ten
and the DJIA Strategic Five during an accumulation period and like annual
withdrawals during a distribution period. Figures for actual portfolios will
reflect all applicable expenses and, unless otherwise stated, the maximum
sales charge. No provision is made for any income taxes payable. Similar
figures may be given for the Strategic Ten Trusts or the Strategic Five Trusts
applying the DJIA Strategic Ten and the DJIA Strategic Five to other indexes.
Returns may also be shown on a combined basis. Trust performance may be
compared to performance on a total return basis of the Dow Jones Industrial
Average, the S&P 500 Composite Price Stock 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 a Trust's relative
performance for any future period.

B-24
331449.2

<PAGE>

Qualified Unit Investment Liquid Trust Series ("QUILTS")

(A Unit Investment Trust)

Equity Strategic Ten, Series 1
Equity Strategic Five, Series 1

Prospectus Dated: February 9, 1996

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

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

Table of Contents
Title Page

PART A
Summary of Essential Information................................... A-2
Independent Auditors' Report...................................... A-13
Statement of Condition.............................................A-14
Portfolio and Cash Flow Information................................A-15
Underwriting Syndicates............................................A-16

PART B
The Trusts..........................................................B-1
Risk Factors........................................................B-4
Public Offering.....................................................B-7
Rights of Unit Holders ............................................B-10
Tax Status.........................................................B-13
Liquidity..........................................................B-16
Trust Administration...............................................B-19
Other Matters......................................................B-24

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

331449.2
PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

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

ITEM B--CONTENTS OF REGISTRATION STATEMENT

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

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

The following exhibits:

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

1.1.1 -- Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 1 to Form S-6 Registration Statement No.
333-00155 on February 9, 1996 and incorporated herein by
reference).

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

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

2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No. 1 to
Form S-6 Registration Statement No. 333-00155 on February 9,
1996 and incorporated herein by reference).

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

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

II-i
367126.1

<PAGE>

*5.1 -- Consent of the Evaluator.

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

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

II-ii
367126.1

<PAGE>

UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity Strategic Ten,
Series 2 and Equity Strategic Five, Series 2 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of New York and State of New York on the 16th day of
May, 1996.

QUALIFIED UNIT INVESTMENT LIQUID TRUST SERIES
("QUILTS"), EQUITY STRATEGIC TEN, SERIES 2 AND EQUITY
STRATEGIC FIVE, SERIES 2
(Registrant)

OCC DISTRIBUTORS
(Depositor)

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

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

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

NAME TITLE DATE

STEPHEN ROBERT* Chief Executive Officer and Director
Stephen Robert

NATHAN GANTCHER* Chief Operating Officer and Director
Nathan Gantcher

ROGER EINIGER* Chief Administrative Officer and Director
Roger Einiger

JOSEPH LAMOTTA* Director
Joseph LaMotta

ANTONIO FERNANDEZ* Chief Financial Officer and Treasurer
Antonio Fernandez

*By: /s/ SUSAN A. MURPHY May 16, 1996
(Susan A. Murphy, Attorney-in-Fact)

- --------

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

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367126.1

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Unit Holders of
QUILTS, Equity Strategic Ten, Series 2 and
Equity Strategic Five, Series 2

We have issued our report dated May __, 1996 on the Statements of Condition and
Portfolios of Qualified Unit Investment Liquid Trust Series ("QUILTS"), Equity
Strategic Ten, Series 2 and Equity Strategic Five, Series 2 as of May __, 1996
contained in the Registration Statement on Form S-6 and the Prospectus. We
consent to the use of our report in the Registration Statement and Prospectus
and to the use of our name as it appears under the caption "Independent
Auditors."

BDO Seidman, LLP

New York, New York
May __, 1996

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367126.1