EQUITY INCOME FUND SEL TEN PORT 1997 INTL SR C UK & J DEF, 487, 1997-09-19

EQUITY INCOME FUND SEL TEN PORT 1997 INTL SR C UK & J DEF
487, 1997-09-19

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As filed with the Securities and Exchange Commission on September 19, 1997

REGISTRATION NO. 333-33065

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------------------
AMENDMENT NO. 1
TO

FORM S-6
---------------------------------

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

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

A. EXACT NAME OF TRUST:

EQUITY INVESTOR FUND
SELECT TEN PORTFOLIO 1997 INTERNATIONAL SERIES C
UNITED KINGDOM AND JAPAN PORTFOLIOS
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, SMITH BARNEY INC. DEAN WITTER REYNOLDS INC.
FENNER & 388 GREENWICH STREET TWO WORLD TRADE
SMITH INCORPORATED 23RD FLOOR CENTER--59TH FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013 NEW YORK, NY 10048
P.O. BOX 9051
PRINCETON, NJ 08543-9051

PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED
INCORPORATED 1285 AVENUE OF THE
ONE NEW YORK PLAZA AMERICAS
NEW YORK, NY 10292 NEW YORK, NY 10019

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. LAURIE A. HESSLEIN DOUGLAS LOWE, ESQ.
P.O. BOX 9051 388 GREENWICH STREET DEAN WITTER REYNOLDS INC.
PRINCETON, NJ 08543-9051 NEW YORK, N.Y. 10013 TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048

COPIES TO:

LEE B. SPENCER, JR. PIERRE DE SAINT PHALLE, ROBERT E. HOLLEY
ONE NEW YORK PLAZA ESQ. 1285 AVENUE OF THE
NEW YORK, NY 10292 450 LEXINGTON AVENUE AMERICAS
NEW YORK, NY 10017 NEW YORK, NY 10019

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

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

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

G. AMOUNT OF FILING FEE: Not applicable

/ x / Check box if it is proposed that this Registration Statement will become
effective upon filing on September 19, 1997 pursuant to Rule 487.

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<PAGE>
DEFINED ASSET FUNDSSM
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EQUITY INVESTOR FUND The objective of these Defined Portfolios is total
SELECT TEN PORTFOLIO return through a combination of capital
1997 INTERNATIONAL appreciation and current dividend income.
SERIES C The common stocks in the United Kingdom Portfolio
UNITED KINGDOM AND were selected by following a strategy that invests
JAPAN PORTFOLIOS for a period of about one year in the ten common
(UNIT INVESTMENT TRUSTS) stocks in the Financial Times Industrial Ordinary
- ------------------------------Share Index (the FT Index) having the highest
/ / DESIGNED FOR TOTAL RETURN dividend yields two business days prior to the
/ / DEFINED PORTFOLIOS OF 10 date of this Prospectus.
HIGHEST DIVIDEND YIELDING The common stocks in the Japan Portfolio were
INDEX STOCKS selected by following a strategy that invests for
/ / DIVIDEND INCOME a period of about one year in the ten common
stocks in the Nikkei 225 Index having the highest
dividend yields four business days prior to the
date of this Prospectus.
The Portfolios, especially the Japan Portfolio,
may be considered speculative and therefore they
may be appropriate only for those investors able
and willing to assume higher price risk and
volatility and currency fluctuations. The
Portfolios should be considered as vehicles for
investing a portion of your assets in foreign
securities and not as a complete equity investment
program. The value of units will fluctuate with
the value of the common stocks in the applicable
Portfolio and with currency fluctuations and no
assurance can be given that dividends will be paid
or that the units will appreciate in value.
Unless otherwise indicated, all amounts herein are
stated in U.S. dollars computed on the basis of
the exchange rate for British pounds sterling or
Japanese yen, as applicable, on September 19,
1997.
An investor may invest in Units of one or more
Portfolios.
Minimum purchase: $250 per Portfolio.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-323-1508.
Prudential Securities Prospectus dated September 19, 1997.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.

Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.

Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:

o Municipal bond portfolios
o Corporate bond portfolios
o Government bond portfolios
o Equity portfolios
o International bond and equity portfolios

The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ---------------------------------------------------
Defining the Strategy
- ---------------------------------------------------

The Select Ten Portfolios follow a simple, time-tested Strategy: buy
approximately equal amounts of the ten highest dividend-yielding common stocks
(Strategy Stocks) of the Financial Times Industrial Ordinary Share Index or the
Nikkei 225 Index* and hold them for about one year. At the end of the year, each
Portfolio will be liquidated and the Strategy reapplied to that Index to select
a new portfolio. As of two business days prior to the initial date of deposit,
Select Ten Portfolios hold approximately $1.3 billion of the International
Strategy Stocks. Each Select Ten Portfolio is designed to be part of a longer
term strategy and investors are advised to follow the Strategy for at least
three to five years. So long as the Sponsors continue to offer new portfolios,
investors will have the option to reinvest into a new portfolio each year at a
reduced sales charge. The Sponsors reserve the right not to offer new
portfolios.

- ---------
* The publishers of these Indexes are not affiliated with the Sponsors, have not
participated in any way in the creation of the Portfolios or in the selection of
stocks included in the Portfolios and have not reviewed or approved any
information included in this Prospectus.

The Strategy provides a disciplined approach to investing based on a buy and
hold philosophy, which ignores market timing and investment research and rejects
active management. The Sponsors anticipate that each Portfolio will remain
unchanged over its one-year life despite any adverse developments concerning an
issuer, an industry or the economy or a stock market generally.
- ---------------------------------------------------
Defining Your Risks
- ---------------------------------------------------

The Strategy Stocks, as the 10 highest dividend yielding stocks in the related
Index, generally share attributes that have caused them to have lower prices or
higher yields relative to the other stocks in those Indexes. The Strategy Stocks
may, for example, be experiencing financial difficulty, or be out of favor in
the market because of weak performance, poor earnings forecasts or negative
publicity; or they may be reacting to general market cycles. The Strategy is
therefore contrarian in nature. The Strategy Stocks are chosen solely by
application of the Strategy to determine the highest-yielding Index stocks. The
Portfolios do not reflect any investment recommendations of the Sponsors and one
or more of the stocks in a Portfolio may, from time to time, be subject to sell
recommendations from one or more of the Sponsors.

The Portfolios are not appropriate investments for those who are not comfortable
with the Strategy. They may not be appropriate for investors seeking either
preservation of capital or high current income, nor would they be appropriate
for investors unable or unwilling to assume the increased risks of higher price
volatility and currency fluctuations associated with investments in
international equities trading in non-U.S. currencies. The Portfolios should be
considered as vehicles for investing a portion of an investor's assets in
foreign securities and not as a complete equity investment program.

A-2
<PAGE>

There can be no assurance that the market factors that caused the relatively low
prices and high yields of the Strategy Stocks will change, that any negative
conditions adversely affecting the stock price will not deteriorate, that the
dividend rates on the Strategy Stocks will be maintained or that share prices
will not decline further during the life of a Portfolio, or that the Strategy
Stocks will continue to be included in the related Index. Investors should note
that the composition of the related Indexes may change with greater frequency
than comparable United States stock indexes and that a Strategy Stock which is
deleted from the related Index or delisted from the related stock exchange may
suffer a significant decrease in liquidity or price deterioration.

Unit price fluctuates with the value of a Portfolio, and the value of a
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolios,
movements in stock prices generally and in currency exchange rates, the impact
of purchase and sale of securities for a Portfolio (especially during the
primary offering period of units and during the rollover period) and other
factors. Also, the return on an investment in a Portfolio will be lower than the
hypothetical returns on Strategy Stocks because the Portfolio has sales charges,
brokerage commissions and expenses, purchases Strategy Stocks at different
prices and is not fully invested at all times and because of other factors
described under Performance Information.

Unlike mutual funds, the Portfolios are not actively managed and the Sponsors
receive no management fee. The adverse financial condition of an issuer or any
market movement in the price of a security will not require the sale of
securities from a Portfolio. Although the Sponsors may instruct the Trustee to
sell securities under certain limited circumstances, given the investment
philosophy of the Portfolios, the Sponsors are not likely to do so. The
Portfolios may continue to purchase or hold securities originally selected even
though the market value and yields on the securities may have changed or the
securities may no longer be included in the related Index.

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Defining Your Investment
- ---------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00

The Public Offering Price as of September 19, 1997 is based on the aggregate
value of the underlying securities and any cash held to purchase securities,
divided by the number of units outstanding times 1,000, plus the initial sales
charge. The Public Offering Price on any subsequent date will vary. The
underlying securities are valued by the Trustee on every business day on the
basis of their closing sale prices (11:30 a.m. New York Time for the London
Stock Exchange and 1:00 a.m. New York Time for the Tokyo Stock Exchange).

ROLLOVER OPTION

When these Select Ten International Portfolios are about to terminate, you may
have the option to roll your proceeds into the next portfolio of the then
current Strategy Stocks. If you hold your Units with one of the Sponsors and
notify your financial adviser by September 25, 1998, your units will be redeemed
and your proceeds will be reinvested in units of a new United Kingdom or Japan
Portfolio. If you decide not to roll over your proceeds, you will receive a cash
distribution after the Fund terminates. Of course you can sell or redeem your
Units at any time prior to termination.

REINVESTMENT OPTION

You can elect to automatically reinvest your distributions into additional units
of a Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. Reinvesting helps to compound your income for a greater total
return.

TAXES

In the opinion of counsel, for U.S. tax purposes, you will be considered to have
received all the dividends paid on your pro rata portion of each security in a
Portfolio when those dividends are received (or deemed to be received) by the
Portfolio, even though the dividend payments may be subject to withholding taxes
or may be used to pay expenses of the Portfolio and regardless of whether you
reinvest your dividends in the Portfolio. You will not be entitled under the
Taxpayer Relief Act of 1997 to the new 20% maximum federal tax rate for capital
gains derived from a Portfolio. (See U.S. Taxation in Part B.)

A-3
<PAGE>
TAX BASIS REPORTING

The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge and the charge for organizational expenses. In
addition, the annual statement and the relevant tax reporting forms you receive
at year-end will be based upon the amount paid to you (net of the deferred sales
charge and the charge for organizational expenses). Accordingly, you should not
increase your basis in your units by the deferred sales charge or the charge for
organizational expenses. (See U.S. Taxation in Part B.)

TERMINATION DATE

The Portfolios will terminate by October 23, 1998. The final distribution will
be made within a reasonable time afterward. A Portfolio may be terminated
earlier if its value is less than 40% of the value of the securities when
deposited.

SPONSORS' PROFIT OR LOSS

The Sponsors' profit or loss from the Portfolios will include applicable sales
charges, fluctuations in the Public Offering Price or secondary market price of
units and a gain or loss on the initial and subsequent deposits of securities
(see Defined Portfolios; Sponsors' and Underwriters' Profits in Part B).
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Defining Your Costs
- ---------------------------------------------------

SALES CHARGES

First-time investors pay a maximum sales charge of 2.75% of the offering price,
of which $17.50 per 1,000 units is deferred. For example, on a $1,000
investment, 2.75% less $17.50 (or about 1%) is deducted when they buy and the
remaining $990 is invested in the Strategy Stocks. The initial sales charge is
reduced on purchases of $50,000 or more, as described in Part B. In addition, a
deferred sales charge of $1.75 per 1,000 units will be deducted from a
Portfolio's net asset value each month over the last ten months of the
Portfolio's life ($17.50 total). This deferred method of payment keeps more of
your money invested over a longer period of time. If you roll the proceeds of
your investment into a new portfolio, you will not be subject to the 1% initial
charge, just the $17.50 deferred fee. Although this is a unit investment trust
rather than a mutual fund, the following information is presented to permit a
comparison of fees and an understanding of the direct or indirect costs and
expenses that you pay.

As a %
of Initial
Public
Offering Amount per
Price 1,000 Units
----------- -----------
Initial Sales Charge 1.000% $ 10.00
Deferred Sales Charge
per Year 1.750% 17.50
----------- -----------
Maximum Sales Charge 2.750% $ 27.50
----------- -----------
----------- -----------
Sales Charge Imposed
Per Year on Reinvested
Dividends
United Kingdom
Portfolio 1.225% $ 12.25
Japan Portfolio 0.175% $ 1.75

Estimated Operating Expenses and the cumulative costs are provided below for
each Portfolio.

REDEEMING OR SELLING YOUR INVESTMENT

You may sell or redeem your units at any time prior to the termination of a
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of September 19, 1997 was
$972.50 per 1,000 units ($27.50 per 1,000 units less than the Public Offering
Price). This price reflects deductions of the deferred sales charge which
declines over the last ten months of a Portfolio ($17.50 initially). If you sell
your units before the termination of the Portfolio, you will pay the remaining
balance of the deferred sales charge. In addition, after the initial offering
period, the repurchase and cash redemption prices for units will be further
reduced to reflect the estimated costs of liquidating securities to meet the
redemption. If you reinvest in a new Portfolio, you will pay your share of any
brokerage commissions on the sale of underlying securities when your units are
liquidated during the rollover.

A-4
<PAGE>
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Defining Your United Kingdom Portfolio
- ---------------------------------------------------

Based upon the principal business of each issuer and current market values, the
following industries are represented in the Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE

/ / Conglomerate 20%
/ / Banks 10
/ / Building & Construction 10
/ / Chemicals 10
/ / Insurance 10
/ / Sugar 10
/ / Telecommunications 10
/ / Transportation/Marine 10
/ / Wines/Spirits 10
The United Kingdom Portfolio is not considered to be concentrated in any
particular industry, and all of the stocks represent United Kingdom issuers.

U.K. TAXES

The Portfolio will report as gross income each investor's pro rata share of
dividends earned by the Portfolio grossed-up to reflect the payment of certain
U.K. taxes by the relevant U.K. company. The U.K Inland Revenue have approved a
special procedure under which the Trustee may claim a refund of a portion of
such U.K. taxes under the U.S.-U.K. Treaty on behalf of investors. (See United
Kingdom Taxation in Part B.)

ESTIMATED ANNUAL OPERATING EXPENSES

AS A % OF AMOUNT PER
NET ASSETS 1,000 UNITS
----------- -----------
Trustee's Fee .085% $ 0.84
Portfolio Supervision,
Bookkeeping and
Administrative Fees .046 0.45
Organizational Expenses .122 1.21
Other Operating
Expenses .066 0.66
----------- -----------
TOTAL .319% $ 3.16

The Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds.

These estimates do not include the costs of purchasing and selling the
underlying Strategy Stocks.

DEFERRED SALES CHARGE

The deferred sales charge will be deducted from the net asset value of the
Portfolio monthly beginning November 16, 1997 and thereafter on the first of
each month through August 1, 1998.

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 3 Years 5 Years 10 Years
$31 $75 $121 $249

Although the Portfolio has a term of only one year and is a unit investment
trust rather than a mutual fund, this information is presented to permit a
comparison of fees, assuming the principal amount and distributions are rolled
over each year into a new Series subject only to the deferred sales charge and
fund expenses.

This example assumes reinvestment of all dividends and distributions and uses a
5% annual rate of return as mandated by SEC regulations applicable to mutual
funds. For purposes of the example, the deferred sales charge imposed on
reinvestment of dividends is not reflected until the year following payment of
the dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment.

The example should not be considered a representation of past or future expenses
or annual rates of return; the actual expenses and annual rates of return may be
more or less than the example. Reductions to the repurchase and cash redemption
prices in the secondary market to recoup the costs of liquidating securities to
meet redemption, currently estimated at $1.99 per 1,000 units, have not been
reflected.

SEMI-ANNUAL DISTRIBUTIONS

You will receive distributions of any dividend income, net of expenses, on the
25th of January and July, 1998, if you own units on the 10th of those months.

A-5
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Defined United Kingdom Portfolio
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Equity Investor Fund
Select Ten Portfolio 1997 International Series C September 19, 1997
United Kingdom Portfolio

PRICE
PER SHARE COST
PERCENTAGE CURRENT TO PORTFOLIO TO PORTFOLIO
OF PORTFOLIO DIVIDEND YIELD IN IN U.S.
NAME OF ISSUER (1) (2) U.S. DOLLARS DOLLARS (3)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

1. Courtaulds PLC 10.01% 4.97% $ 5.316 $ 35,614.79
2. Allied Domecq PLC 9.75 4.93 7.708 34,684.55
3. British Telecommunications PLC 10.10 4.90 6.532 35,924.87
4. BTR PLC 9.98 4.59 3.858 35,492.37
5. Peninsular & Oriental Steam
Navigation Company 10.14 4.50 10.929 36,066.62
6. Tate & Lyle PLC 10.28 4.36 6.773 36,576.44
7. Royal & Sun Alliance Insurance
Group PLC 10.07 3.63 8.731 35,795.20
8. Blue Circle Industries PLC 9.78 3.54 6.210 34,773.95
9. National Westminster Bank PLC 9.89 3.43 14.070 35,175.85
10. General Electric Company PLC 10.00 3.39 6.242 35,578.55
-------------- --------------
100.00% $ 355,683.19
-------------- --------------
-------------- --------------

</TABLE>

- ----------------------------
(1) Based on Cost to Portfolio in U.S. dollars.
(2) Current Dividend Yield for each security was generally calculated by adding
the most recent interim and final dividends declared on the security and
dividing the result by its market value as of the close of trading on
September 19, 1997.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on September 19, 1997, the initial date of deposit,
converted into U.S. dollars on the offer side of the exchange rate at the
evaluation time on that date. The value of the Securities on any subsequent
business day will vary. Loss to the Sponsors on deposit of the Securities
was $2,760.62.

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

The securities were acquired on September 19, 1997 and are represented entirely
by contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or co-managers of a public offering of the securities in
this Portfolio during the last three years. Affiliates of the Sponsors may serve
as specialists in the securities in this Portfolio on one or more stock
exchanges and may have a long or short position in any of these securities or in
options on any of them, and may be on the opposite side of public orders
executed on the floor of an exchange where the securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the securities in the Portfolio. A
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
Any Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.

A-6
<PAGE>
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Past Performance of Prior United Kingdom Portfolios
- --------------------------------------------------------------------------------

Select United Kingdom Portfolios, first available in 1993, are now offered in
various cycles -- or Series -- each starting at different times during a year.
The following table shows the actual performance of each Portfolio of three of
these Series. The table also shows the Average Annual Total Return and the
Cumulative Total Return for these three Series. These past performance returns
reflect an investment made in the initial Portfolio of each Series and assume
annual rollovers into successor Portfolios of the same Series. Past performance
of the Portfolios and the Series is no guarantee of future results of the Select
Ten Strategy or of any Portfolio currently offered.

ANNUALIZED
-------------------------------------------- CUMULATIVE
DIVIDEND TOTAL TOTAL
SERIES A TERM YIELD(1) APPRECIATION(2) RETURN(3) RETURN
- -------------------- ------------------ ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>

1994 1/5/94-2/3/95 3.28% -7.27% -3.99%
1995 1/9/95-2/23/96 3.94 1.94 5.88
1996 1/22/96-2/28/97 4.26 -1.48 2.78
Average Annual
Total Return(4) 1/5/94-6/30/97 -- -- 2.36
Cumulative
Total Return 1/5/94-6/30/97 -- -- -- 8.46%*
SERIES B
- --------------------
1993** 6/21/93-7/22/94 3.61 10.34 13.95
1994 5/6/94-6/16/95 4.61 3.38 7.99
1995 5/10/95-6/28/96 3.88 -14.05 -10.17
1996 5/20/96-6/27/97 4.74 13.89 18.63
Average Annual
Total Return(4) 6/21/93-6/30/97 -- -- 7.49
Cumulative
Total Return 6/21/93-6/30/97 -- -- -- 33.77%*
SERIES C
- --------------------
1993 9/28/93-10/28/94 3.95 5.74 9.69
1994 9/7/94-10/13/95 4.32 -6.58 -2.26
1995 9/12/95-10/31/96 4.70 -3.42 1.28
Average Annual
Total Return(4) 9/28/93-6/30/97 -- -- 5.54
Cumulative
Total Return 9/28/93-6/30/97 -- -- -- 22.45%*
</TABLE>

- ----------------------------
(1) Dividends paid on the securities to the Portfolio less ongoing expenses,
divided by maximum initial public offering price.
(2) Represents the difference between initial unit price and redemption or
liquidation price on the ending date (reflecting payment of deferred sales
charges, brokerage commissions paid by the Portfolio and, beginning with
1995 Series B, organization expenses, and assumes reinvestment of dividends
on the distribution dates), divided by the maximum initial public offering
price.

(3) Appreciation plus Dividend Yield. Reflects reinvestment of dividends,
deduction of maximum applicable sales charges and ongoing expenses, but no
adjustment for taxes payable.

(4) Average Annual Total Return for a Series includes the brokerage commissions
paid in selling securities received in kind on annual rollovers and the
waiver of any up-front sales charge on those rollovers.

* These figures are not annualized.

** 1993 Series A rolled into 1994 Series B.

A-7
<PAGE>
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Hypothetical Performance Information--FT Strategy
- --------------------------------------------------------------------------------

Select Ten United Kingdom Portfolios are based on a strategy of investing equal
amounts in the 10 highest dividend-yielding stocks ('Strategy Stocks') in the FT
Index each year. Although the Strategy Stocks underperformed the FT Index in
five of the last 20 years (seven years if Portfolio sales charges and expenses
were deducted from Strategy Stock performance), their total return over the
entire period outperformed the FT Index. This is why the Sponsors recommend
following the Strategy for at least three to five years. The results below are
hypothetical for the following reasons: None of these figures reflects
reinvestment of dividends or any sales charges, expenses or brokerage
commissions which investors in the Portfolio bear. Portfolio performance will
also differ from the hypothetical performance of Strategy Stocks because the
Select Ten United Kingdom Portfolios are established at various times during a
year, Portfolios may not be fully invested at all times or equally weighted in
all 10 stocks, and their stocks are normally purchased or sold at prices and
currency exchange rates different from the closing prices and currency exchange
rates used in buying and selling Portfolio units. Past performance is no
guaranty of future results of the Strategy or any Select Ten United Kingdom
Portfolio.
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
(FIGURES REFLECT CONVERSION INTO U.S. DOLLARS AT APPLICABLE CURRENCY EXCHANGE
RATES
BUT NOT SALES CHARGES, FUND EXPENSES, COMMISSIONS OR TAXES)

<TABLE>
<CAPTION>
FT STRATEGY STOCKS(1) FT INDEX*
---------------------------------------------------------- ----------------------------------------------------------
ACTUAL DIVIDEND TOTAL ACTUAL DIVIDEND TOTAL
YEAR APPRECIATION(2) YIELD(3) RETURN(4) APPRECIATION(2) YIELD(3) RETURN(4)
- ---- -------------- ---------------------- -------------- -------------- ---------------------- --------------
<S> <C> <C> <C> <C> <C> <C>

1977 73.41% 13.86% 87.27% 53.46% 8.46% 61.92%
1978 7.22 10.51 17.73 3.57 6.35 9.92
1979 -5.75 10.51 4.76 -3.94 7.53 3.59
1980 16.49 13.66 30.15 22.57 9.20 31.77
1981 -14.02 7.76 -6.26 -10.36 5.06 -5.30
1982 34.04 9.99 44.03 -4.41 4.83 0.42
1983 34.17 7.89 42.06 16.60 5.34 21.94
1984 -0.85 6.35 5.50 -2.26 4.41 2.15
1985 69.36 9.28 78.64 48.25 6.49 54.74
1986 26.35 6.53 32.88 19.14 5.22 24.36
1987 40.49 7.61 48.10 32.97 6.02 38.99
1988 5.19 6.19 11.38 1.62 5.12 6.74
1989 22.08 6.63 28.71 17.57 5.23 22.80
1990 1.91 7.35 9.26 4.31 5.98 10.29
1991 8.70 7.87 16.57 9.36 5.29 14.65
1992 -1.41 5.68 4.27 -6.33 4.00 -2.33
1993 31.55 6.14 37.69 14.24 4.16 18.40
1994 0.42 5.04 5.46 -2.43 4.32 1.89
1995 5.20 5.63 10.83 13.07 4.56 17.63
1996 6.30 7.99 14.29 15.33 4.72 20.05
1997 -3.56 2.74 -0.82 3.08 2.11 5.19
(through
6/30)
</TABLE>

Changes in the exchange rates of the pound sterling relative to the U.S. dollar
affected these figures significantly in certain years. These changes ranged from
minus 25% in 1981 and 1984 to plus 21% in 1987, and averaged minus 1.85% over
the last 20 years. See Foreign Currency Exchange Rates table under Risk Factors
in Part B.
- ----------------------------
* Source: Datastream International, Inc. The Sponsors have not independently
verified these data, but they have no reason to believe these data are
incorrect in any material respect.
(1) The FT Strategy Stocks for any given year were selected by ranking the
dividend yields for each of the stocks in the FT Index as of the beginning
of that year, as provided by Datastream International Inc. The yields were
generally computed by adding together the interim and final dividends for
each of the stocks (these companies generally pay one interim and a final
dividend per fiscal year) declared in the preceding year divided by that
stock's market value on the first trading day that year on the London Stock
Exchange.
(2) Appreciation for the Strategy Stocks is calculated by subtracting the market
value of these stocks at the opening value on the first trading day on the
London Stock Exchange in a given year from the market value of those stocks
at the closing value on the last trading day in the period, and dividing the
result by the market value of the stocks at the opening value on the first
trading day in that year. Appreciation for the FT Index is calculated by
subtracting the opening value of the FT Index on the first trading day in
each year from the closing value of the FT Index on the last trading day in
the period, and dividing the result by the opening value of the FT Index on
the first trading day in that year.
(3) Actual Dividend Yield for the FT Strategy Stocks is calculated by adding the
total dividends received on the stocks in the year or quarter and dividing
the result by the market value of the stocks on the first trading day in
that year. Actual Dividend Yield for the FT Index is calculated by taking
the total dividends credited to the FT Index and dividing the result by the
opening value of the FT Index on the first trading day of the year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Individual year Total Returns do not take into consideration any
reinvestment of dividend income.

A-8
<PAGE>
- ---------------------------------------------------
Defining Your Japan Portfolio
- ---------------------------------------------------

Based upon the principal business of each issuer and current market values, the
following industries are represented in the Portfolio:

APPROXIMATE
PORTFOLIO PERCENTAGE

/ / Construction/Engineering 40%
/ / Oil/Gas 20
/ / Utilities/Gas and Electric 20
/ / Financial Services/Banking 10
/ / Rubber/Tires 10
The Japan Portfolio is concentrated in Construction/Engineering stocks, and all
of the stocks represent Japanese issuers. Construction/engineering companies in
Japan are being adversely affected by the cancellation and reduction in
government controlled public works projects and by the continued weakness in the
Japanese real estate sector. (See Risk Factors in Part B.)

The Portfolio will report as gross income each investor's pro rata share of
dividends earned by the Portfolio grossed-up to reflect any taxes withheld on
the dividends.

ESTIMATED ANNUAL OPERATING EXPENSES

AS A % OF AMOUNT PER
NET ASSETS 1,000 UNITS
----------- -----------
Trustee's Fee .091% $ 0.90
Portfolio Supervision,
Bookkeeping and
Administrative Fees .046 0.45
Organizational
Expenses .210 2.08
Other Operating Ex-
penses .123 1.22
----------- -----------
TOTAL .470% $ 4.65

These estimates do not include the costs of purchasing and selling the
underlying Strategy Stocks.

DEFERRED SALES CHARGE

The deferred sales charge will be deducted from the net asset value of the
Portfolio monthly beginning November 16, 1997 and thereafter on the 1st of each
month through August 1, 1998.

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 3 Years 5 Years 10 Years
$32 $79 $129 $265

ANNUAL DISTRIBUTION

You will receive a distribution of any dividend income, net of expenses, on the
25th of July, 1998, if you own units on the 10th of that month.

A-9
<PAGE>
- --------------------------------------------------------------------------------
Defined Japan Portfolio
- --------------------------------------------------------------------------------

Equity Investor Fund
Select Ten Portfolio 1997 International Series C September 19, 1997
Japan Portfolio

1. Fujita Corporation 9.17% 3.68% $ 0.714 $ 32,843.66
2. Hazama Corporation 9.76 2.82 1.165 34,961.02
3. Tonen Corporation 9.89 2.41 8.863 35,453.43
4. Tekken Corporation 9.89 2.22 2.216 35,453.43
5. Nippon Shinpan Co. Ltd. 10.59 2.21 2.372 37,948.30
6. Japan Energy Corporation 10.01 2.11 1.559 35,863.77
7. Kumagai Gumi Co. 10.18 2.05 0.960 36,487.48
8. Chubu Electric Power Co., Inc. 9.96 1.93 16.988 35,675.01
9. Kansai Electric Power Co., Inc. 9.98 1.83 17.891 35,781.70
10. Yokohama Rubber Co., Ltd. 10.57 1.80 2.913 37,874.44
-------------- --------------
100.00% $ 358,342.24
-------------- --------------
-------------- --------------
</TABLE>

- ----------------------------
(1) Based on Cost to Portfolio in U.S. dollars.
(2) Current Dividend Yield for each security was calculated by adding the most
recent interim and final dividends declared on the security and dividing the
result by its market value as of the close of trading on September 19, 1997.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on September 19, 1997, the initial date of deposit,
converted into U.S. dollars on the offer side of the exchange rate at the
evaluation time on that date. The value of the Securities on any subsequent
business day will vary. Loss to the Sponsors on deposit of the Securities
was $1,630.57.

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

A-10
<PAGE>
- --------------------------------------------------------------------------------
Past Performance of Prior Japan Portfolios
- --------------------------------------------------------------------------------

Select Ten Japan Portfolios, first available in 1996, are now offered in various
cycles -- or Series -- each starting at different times during a year. The
following table shows the actual performance of each Portfolio of two of these
Series. The table also shows the Average Annual Total Return and the Cumulative
Total Return for these two Series. These past performance returns reflect an
investment made in the initial Portfolio of each Series and assume annual
rollovers into successor Portfolios of the same Series. Past performance of the
Portfolios and the Series is no guarantee of future results of the Select Ten
Strategy or of any Portfolio currently offered.

1996 1/22/96-2/28/97 0.89% -30.42% -29.53%
Average Annual
Total Return(4) 1/22/96-6/30/97 -- -- -20.87
Cumulative
Total Return 1/22/96-6/30/97 -- -- -- -28.58%*
SERIES B
- --------------------
1996 5/20/96-6/27/97 0.79 -22.25 -21.46
Average Annual
Total Return(4) 5/20/96-6/30/97 -- -- -22.86
Cumulative
Total Return 5/20/96-6/30/97 -- -- -- -25.08%*
</TABLE>

- ----------------------------
(1) Dividends paid on the securities to the Portfolio less ongoing expenses,
divided by maximum initial public offering price.
(2) Represents the difference between initial unit price and redemption or
liquidation price on the ending date (reflecting payment of deferred sales
charges, brokerage commissions paid by the Portfolio and, organization
expenses, and assumes reinvestment of dividends on the distribution dates),
divided by the maximum initial public offering price.

(3) Appreciation plus Dividend Yield. Reflects reinvestment of dividends,
deduction of maximum applicable sales charges and ongoing expenses, but no
adjustment for taxes payable.

* These figures are not annualized.

A-11
<PAGE>
- --------------------------------------------------------------------------------
Hypothetical Performance Information--Nikkei 225 Strategy
- --------------------------------------------------------------------------------

Select Ten Japan Portfolios are based on a strategy of investing equal amounts
in the 10 highest dividend-yielding stocks ('Strategy Stocks') in the Nikkei 225
Index each year. Although the Strategy Stocks underperformed the Nikkei 225
Index in seven of the last 20 years (eight years if Portfolio sales charges and
expenses were deducted from Strategy Stock performance), their total return over
the entire period outperformed the Nikkei 225 Index. This is why the Sponsors
recommend following the Strategy for at least three to five years. The results
below are hypothetical for the following reasons: None of these figures reflects
reinvestment of dividends or any sales charges, expenses or brokerage
commissions which investors in the Portfolio bear. Portfolio performance will
also differ from the hypothetical performance of Strategy Stocks because the
Select Ten Japan Portfolios are established at various times during a year,
Portfolios may not be fully invested at all times or equally weighted in all 10
stocks, and their stocks are normally purchased or sold at prices and currency
exchange rates different from the closing prices and currency exchange rates
used in buying and selling Portfolio units. Past performance is no guaranty of
future results of the Strategy or any Select Ten Japan Portfolio.

COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN

(FIGURES REFLECT CONVERSION INTO U.S. DOLLARS AT APPLICABLE EXCHANGE RATES
BUT NOT SALES CHARGES, FUND EXPENSES, COMMISSIONS OR TAXES)

NIKKEI STRATEGY STOCKS(1) NIKKEI 225 INDEX*
---------------------------------------------------------- ----------------------------------------------------------
ACTUAL DIVIDEND TOTAL ACTUAL DIVIDEND TOTAL
YEAR APPRECIATION(2) YIELD(3) RETURN(4) APPRECIATION(2) YIELD(3) RETURN(4)
- ---- -------------- ---------------------- -------------- -------------- ---------------------- --------------
<S> <C> <C> <C> <C> <C> <C>

1977 49.39% 4.89% 54.28% 19.14% 2.41% 21.55%
1978 69.05 3.05 72.10 52.35 2.97 55.32
1979 -3.31 2.42 -0.89 -11.49 1.49 -10.00
1980 34.72 4.21 38.93 27.20 2.27 29.47
1981 14.89 3.55 18.44 0.49 1.71 2.20
1982 -5.61 3.07 -2.54 -2.26 1.49 -0.77
1983 27.00 4.04 31.04 25.01 2.07 27.08
1984 -0.05 3.16 3.11 7.43 1.49 8.92
1985 49.46 3.55 53.01 42.41 1.78 44.19
1986 75.32 2.51 77.83 81.97 1.81 83.78
1987 91.23 2.44 93.67 49.58 1.13 50.71
1988 61.43 1.61 63.04 35.60 0.97 36.57
1989 21.99 0.97 22.96 12.21 0.59 12.80
1990 -41.87 0.88 -40.99 -35.08 0.29 -34.79
1991 5.35 1.55 6.90 4.74 0.82 5.56
1992 -17.66 1.49 -16.17 -26.33 0.57 -25.76
1993 19.55 1.97 21.52 14.87 1.07 15.94
1994 26.11 1.88 27.99 27.16 1.14 28.30
1995 -6.31 1.33 -4.98 -2.99 0.69 -2.30
1996 -18.29 1.51 -16.78 -13.00 0.57 -12.43
1997 -3.70 1.07 -2.63 7.68 0.43 8.11
(through 6/30)
</TABLE>

Changes in the exchange rates of the Japanese yen relative to the U.S. dollar
affected these figures significantly. These changes ranged from minus 23% in
1979 to plus 23% in 1987 and averaged plus 4.82% annually over the last 20
years. See Foreign Currency Exchange Rates table under Risk Factors in Part B.
There can be no assurance that similar appreciation will continue during the
life of the Portfolio or successive rollover periods.

- ----------------------------
* Source: Datastream International, Inc. The Sponsors have not independently
verified these data, but they have no reason to believe these data are
incorrect in any material respect.
(1) The Nikkei Strategy Stocks for any given year were selected by ranking the
dividend yields for each of the stocks in the Nikkei 225 Index as of the
beginning of that year, as provided by Datastream International Inc. The
yields were generally computed by adding together the interim and final
dividends for each of the stocks (these companies generally pay one interim
and a final dividend per fiscal year) declared in the preceding year divided
by that stock's market value on the first trading day that year on the Tokyo
Stock Exchange.

(2) Appreciation for the Nikkei Strategy Stocks is calculated by subtracting the
market value of these stocks at the opening value on the first trading day
on the Tokyo Stock Exchange in a given year from the market value of those
stocks at the closing value on the last trading day in the period, and
dividing the result by the market value of the stocks at the opening value
on the first trading day in that year. Appreciation for the Nikkei 225 Index
is calculated by subtracting the opening value of the Nikkei 225 Index on
the first trading day in each year from the closing value of the Nikkei 225
Index on the last trading day in the period, and dividing the result by the
opening value of the Nikkei 225 Index on the first trading day in that year.

(3) Actual Dividend Yield for the Nikkei Strategy Stocks is calculated by adding
the total dividends received on the stocks in the year or quarter and
dividing the result by the market value of the stocks on the first trading
day in that year. Actual Dividend Yield for the Nikkei 225 Index is
calculated by taking the total dividends credited to the Nikkei 225 Index
and dividing the result by the opening value of the Nikkei 225 Index on the
first trading day of the year.

(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Individual year Total Returns do not take into consideration any
reinvestment of dividend income.

A-12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustees and Holders of Defined Asset Funds Equity Investor Fund,
Select Ten Portfolio 1997 International Series C (United Kingdom and Japan
Portfolios) (the 'Fund'):

We have audited the accompanying statements of condition and the related
portfolios included in the prospectus of the Fund as of September 19, 1997.
These financial statements are the responsibility of the Trustees. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letters of credit deposited for the purchase of
securities, as described in the statements of condition, with the Trustees. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustees, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Fund as of September 19,
1997 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
September 19, 1997

STATEMENTS OF CONDITION AS OF SEPTEMBER 19, 1997

TRUST PROPERTY

UNITED KINGDOM JAPAN
PORTFOLIO PORTFOLIO
-------------------- --------------------
<S> <C> <C>
Investments--Contracts to purchase Securities(1).........$ 355,683.19 $ 358,342.24
Organizational Costs(2).................................. 169,400.00 93,600.00
-------------------- --------------------
Total............................................$ 525,083.19 $ 451,942.24
-------------------- --------------------
-------------------- --------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2) $ 169,400.00 $ 93,600.00
-------------------- --------------------
Subtotal $ 169,400.00 $ 93,600.00
-------------------- --------------------
Interest of Holders of fractional undivided interest
outstanding
(United Kingdom Portfolio--359,275 units; Japan
Portfolio--361,961 units)(3):
Cost to investors(4)...................................$ 359,275.00 $ 361,961.00
Gross underwriting commissions(5)...................... (3,591.81) (3,618.76)
-------------------- --------------------
Subtotal $ 355,683.19 $ 358,342.24
-------------------- --------------------
Total $ 525,083.19 $ 451,942.24
-------------------- --------------------
-------------------- --------------------
</TABLE>

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

(1) Aggregate cost to each Portfolio of the securities listed under
Defined Portfolio based on the U.S. dollar offer side value of the relevant
exchange rate determined by the Trustees at the evaluation time on September 19,
1997. The contracts to purchase securities are collateralized by irrevocable
letters of credit which have been issued by DBS Bank, New York Branch, in the
amount of $718,416.62 and deposited with the Trustees. The amount of the letters
of credit includes $714,025.43 for the purchase of securities.
(2) This represents a portion of the Fund's organizational costs which
will be deferred and amortized over the life of the Fund. Organizational costs
have been estimated based on projected total assets of $185 million. To the
extent the Fund is larger or smaller, the estimates may vary.
(3) Because the value of securities at the evaluation time on the Initial
Date of Deposit may differ from the amounts shown in these statements of
condition, the number of Units offered on the day following the Initial Date of
Deposit will be adjusted from the initial number of Units to maintain the $1,000
per 1,000 Units offering price only for that day. The Public Offering Price on
any subsequent business day will vary.
(4) Aggregate public offering price computed on the basis of the U. S.
dollar value of the underlying securities based on the U.S. dollar offer side
value of the relevant exchange rate at the evaluation time on September 19,
1997.
(5) Assumes the initial maximum sales charge per 1,000 units of 1.00% of
the Public Offering Price. A deferred sales charge of $1.75 per 1,000 Units per
month is payable on November 16, 1997 and thereafter on the 1st day of each
month through August 1, 1998. Distributions will be made to accounts maintained
by the Trustees from which the deferred sales charge obligation of the investors
to the Sponsors will be satisfied. If units are redeemed prior to August 1,
1998, the remaining portion of the distribution applicable to such units will be
transferred to such account on the redemption date.

A-13
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND SELECT TEN PORTFOLIOS--INTERNATIONAL SERIES
UNITED KINGDOM AND JAPAN PORTFOLIOS
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.

Index

PAGE
----

Fund Description........................... 1
Risk Factors............................... 4
How to Buy Units........................... 8
How to Redeem or Sell Units................ 9
Income, Distributions and Reinvestment..... 11
Portfolio Expenses......................... 11
PAGE
----
Taxes...................................... 12
Records and Reports........................ 16
Trust Indenture............................ 16
Miscellaneous.............................. 17
Exchange Option............................ 19
Supplemental Information................... 19

FUND DESCRIPTION

THE STRATEGY

Simple strategies can sometimes be the most effective. The United Kingdom
and Japan Portfolios seek total return by acquiring the ten highest yielding
stocks in the Financial Times Industrial Ordinary Share Index (FT Index) and the
Nikkei 225 Index, respectively, as of the dates indicated in Part A, after
giving effect to any forthcoming changes to an index announced prior to those
dates, and holding them for about one year. This investment strategy is based on
three time-tested investment principles: time in the market is more important
than timing the market; the stocks to buy are the ones everyone else is selling;
and dividends can be an important part of total return. Defined Asset Funds can
make some of them available to investors with the Select Ten International
Portfolios. Global markets can move in different directions. While some markets
may be experiencing rapid growth, others may be in decline. These markets can
offer attractive growth opportunities. An investment in the Fund can be
cost-efficient, avoiding the odd-lot costs of buying small quantities of
securities directly. Purchasing a portfolio of these stocks as opposed to one or
two offers greater diversification. For each Portfolio there are only one
investment decision. Investment in a number of companies with high dividends
relative to their stock prices is designed to increase a Portfolio's potential
for higher total returns. Each Portfolio's return will consist of a combination
of capital appreciation and current dividend income. Each Portfolio will
terminate in about one year, when investors may choose to either receive the
distribution in cash or reinvest in the next Series (if available) at a reduced
sales charge. There can be no assurance that the dividend rates on the selected
stocks will be maintained. Reduction or elimination of a dividend could
adversely affect the stock price as well.

The FT Index. The FT Index began as the Financial News Industrial Ordinary
Share Index in London in 1935 and became the Financial Times Industrial Ordinary
Share Index in 1947. This Index is an unweighted average of the share prices of
selected companies, which are highly capitalized, major factors in their
industries; their stocks are widely held by individuals and institutional
investors. The following are the stocks currently represented in the FT Index:

1
<PAGE>
Allied Domecq PLC
ASDA Group PLC
The BOC Group PLC
BTR PLC
Blue Circle Industries PLC
The Boots Company PLC
The British Petroleum Company
PLC
British Telecommunications PLC
BG PLC
British Airways PLC

Cadbury Schweppes PLC
Courtaulds PLC
The General Electric Company PLC
Glaxo Wellcome PLC
Grand Metropolitan PLC
GKN PLC
Granada PLC
Guinness PLC
Imperial Chemical Industries PLC
Lucas Industries PLC
Lloyds TSB PLC
Marks & Spencer PLC
National Westminster Bank PLC
The Peninsular & Oriental Steam
Navigation Company
Reuters Holdings PLC
Royal & Sun Alliance Insurance
Group PLC
SmithKline Beecham PLC
Tate & Lyle PLC
Thorn EMI PLC
Vodafone Group PLC

The Nikkei 225 Index. The Nikkei Stock Average, or Nikkei 225 Index is a
price-weighted index of 225 Japanese companies listed in the First Section of
the Tokyo Stock Exchange. The Nikkei 225 was first published in 1950, and is
well known both inside and outside Japan. The Nikkei 225 average is calculated
as a price-weighted average of the component stock prices, adjusted by a divisor
to account for non-market factors, rights and changes to the constituent issues.
The following are the stocks currently represented in the Nikkei 225 Index:

Ajinomoto Co. Inc.
All Nippon Airways Co. Ltd.
Aoki Corporation
Asahi Breweries Ltd.
Asahi Chemical Industry Co. Ltd.
Asahi Denka Kogyo K.K.
Asahi Glass Co. Ltd.
Bridgestone Corporation
Canon Inc.
Chichibu Onoda Cement
Corporation
Chiyoda Corporation
Chubu Electric Power Co., Inc.
Citizen Watch Co. Ltd.
Dai Ichi Kangyo Bank Ltd.
Dai Nippon Printing Co. Ltd.
Dainippon Pharmaceutical Co.
Ltd.
Daiwa House Industry Co. Ltd.
Denki Kagaku Kogyo K.K.
Dowa Mining Co. Ltd.
Ebara Corporation
Fuji Bank Ltd.
Fuji Electric Co. Ltd.
Fuji Photo Film Co. Ltd.
Fuji Spinning Co. Ltd.
Fujikura Ltd.
Fujita Corporation
Fujitsu Ltd.
Furukawa Co. Ltd.
Furukawa Electric Co. Ltd.
Hazama Corporation
Heiwa Real Estate Co. Ltd.
Hino Motors Ltd.
Hitachi Ltd.
Hitachi Zosen Corporation
Hokuetsu Paper Mills Ltd.
Honda Motor Co. Ltd.
Honen Corporation Industries Inc.
Iseki and Co. Ltd.
Ishikawajima-Harima Heavy
Industries
Isuzu Motors Ltd.
Itochu Corporation
Iwatani International Corporation
Japan Energy Corporation
Japan Securities Finance Co. Ltd.
Japan Steel Works Ltd.

Kajima Corporation
Kanebo Ltd.
Kansai Electric Power Co. Inc.
Kawasaki Heavy Ind. Ltd.
Kawasaki Kisen Kaisha Ltd.
Kawasaki Steel Corporation
Keihin Electric Express
Railway Co.
Keio Teito Electric
Railway Co. Ltd.
Keisei Electric Railway
Co. Ltd.
Kikkoman Corporation
Kirin Brewery Co. Ltd.
Kobe Steel Ltd.
Komatsu Ltd.
Konica Corporation
Koyo Seiko Co. Ltd.
Kubota Corporation
Kumagai Gumi Co.
Kuraray Co. Ltd.
Kyokuyo
Kyowa Hakko Kogyo
Marubeni Corporation
Marui Co., Ltd.
Maruzen Co., Ltd.
Matsushita Electric Industrial Co.
Mazda Motor
Meidensha Corporation
Meiji Milk Products
Meiji Seika
Mercian Corporation
Minebea Co., Ltd.
Mitsubishi Bank
Mitsubishi Chemical Corporation
Mitsubishi Corporation
Mitsubishi Electric Corporation
Mitsubishi Estate Co. Ltd.
Mitsubishi Heavy Industries
Mitsubishi Materials Corporation
Mitsubishi Oil Co. Ltd.
Mitsubishi Papers Mills Ltd.
Mitsubishi Rayon Co. Ltd.
Mitsubishi Steel Manufacturing
Co.
Mitsubishi Trust and
Banking Corporation
Mitsubishi Warehouse and
Transport
Mitsui and Co. Ltd.
Mitsui Engineering and
Shipbuilding Co. Ltd.
Mitsui Fuddsan Co. Ltd.
Mitsui Marine and Fire
Insurance Co.
Mitsui Mining and Smelting Ltd.
Mitsui Mining Co. Ltd.
Mitsui O.S.K. Lines Ltd.
Mitsui Soko Co. Ltd.
Mitsui Toatsu Chemicals Inc.
Mitsui Trust and Banking
Co. Ltd.
Mitsukoshi Ltd.
Morinaga and Co. Ltd.
Nachi Fujikoshi Corporation
Navix Line Ltd.
NEC Corporation
New Oji Paper Co.
NGK Insulators Ltd.
Nichirei Corporation
Nichiro Corporation
Nichiro Gyogyo Kaisha Ltd.
Nihon Cement Co. Ltd.
Niigata Engineering Co. Ltd.
Nikko Securities Co. Ltd.
Nikon Corporation
Nippon Beet Sugar Manufacturing
Co.
Nippon Carbide Industries
Co. Inc.
Nippon Carbon Co. Ltd.
Nippon Chemical Industrial
Co. Ltd.
Nippon Denko Co. Ltd.
Nippon Express Co. Ltd.
Nippon Flour Mills Co. Ltd.
Nippon Kayaku Co. Ltd.
Nippon Light Metal Co. Ltd.
Nippon Metal Industry Co. Ltd.
Nippon Oil Co. Ltd.
Nippon Paper Ind. Co. Ltd.
Nippon Piston Ring Co. Ltd.
Nippon Sharyo Ltd.
Nippon Sheet Glass Co. Ltd.
Nippon Shinpan Co. Ltd.

2
<PAGE>
Nippon Soda Co. Ltd.
Nippon Steel Corporation
Nippon Suisan Kaisha Ltd.
Nippon Synthetic Chemical
Industry
Nippon Telegraph and
Telephone NTT
Nippon Yakin Kogyo
Nippon Yusen K.K.
Nippondenso Co. Ltd.
Nissan Chemical Industries Ltd.
Nissan Motor Co. Ltd.
Nisshin Flour Milling Co. Ltd.
Nisshin Oil Mills Ltd.
Nisshinbo
Nissho Iwai Corporation
Nitto Boseki Co. Ltd.
NKK Corporation
NOF Corporation
Nomura Securities Co. Ltd.
Noritake Co. Ltd.
NSK Limited
NTN Corporation
Obayashi Corporation
Odakyu Electric Railway
OKI Electric Industry Co.
Okuma Corporation
Osaka Gas Co. Ltd.
Pioneer Electronic Corporation
Rasa Industries Ltd.
Ricoh Company Ltd.
Sakura Bank Ltd.
Sankyo Co. Ltd.
Sankyu Inc.
Sanwa Bank
Sanyo Electric Co. Ltd.
Sapporo Breweries Ltd.
Sato Kogyo Co. Ltd.
Seika Corporation
Sharp Corporation
Shimizu Corporation
Shimura Kako Co., Ltd.
Shin Etsu Chemical Co. Ltd.
Shinagawa Refractories
Co. Ltd.
Shionogi and Co. Ltd.
Showa Shell Sekiyu K.K.
Showa Denko K.K.
Showa Line Ltd.
Showa Electric Wire and
Cable Co. Ltd.
Sony Corporation
Sumitomo Bank Ltd.
Sumitomo Chemical Co. Ltd.
Sumitomo Coal Mining
Co. Ltd.
Sumitomo Corporation
Sumitomo Electric Industries
Ltd.
Sumitomo Heavy Industries Ltd.
Sumitomo Metal Industries Ltd.
Sumitomo Metal Mining Ltd.
Sumitomo Osaka Cement Co. Ltd.
Suzuki Motor Corporation
Taisei Corporation
Takara Shuzo
Takeda Chemical Industries
Teijin Ltd.
Teikoku Oil
Tekken Corporation
Toa Corporation
Toagosei Chemical Industry
Tobishima Corporation
Tobu Railway
Toei Co.
Toho Rayon
Toho Zinc Co. Ltd.
Tokai Carbon Co. Ltd.
Tokio Marine and Fire
Insurance Co.
Tokyo Dome Corporation
Tokyo Electric Power Co. Inc.
Tokyo Gas Co. Ltd.
Tokyo Rope Mfg.
Tokyu Corporation
Tokyu Department Store
Tomen Corporation
Tonen Corporation
Toppan Printing Co. Ltd.
Topy Industries
Toray Industries
Toshiba Corporation
Tosoh Corporation
Toto Ltd.
Toyo Seikan Kaisha
Toyobo Co. Ltd.
Toyota Motor Corporation
UBE Industries Unitika Ltd.
Yamaha Corporation
Yamanouchi Pharmaceutical
Yasuda Fire & Marine
Insurance
Yokogawa Electric
Yokohama Rubber Company
Ltd.
Yuasa Corporation

PORTFOLIO SELECTION

The Fund consists of two separate portfolios, the United Kingdom Portfolio
and the Japan Portfolio, which contain common stocks in the FT Index and the
Nikkei 225 Index, respectively, having the highest dividend yield as of the
dates indicated in Part A. 'Highest dividend yield' means the yield for each
Security calculated by adding the most recent interim and final dividends
declared on that Security and dividing the result by the market value of that
Security. This rate is historical and there is no assurance that any dividends
will be declared or paid in the future on the Securities. No leverage or
borrowing is used nor do the Portfolios contain other kinds of securities to
enhance yield.

The Strategy selection process is a straightforward, objective, mathematical
application that ignores any subjective factors concerning an issuer in the
related index, an industry or the economy generally. The application of the
Strategy may cause a Portfolio to own a stock that the Sponsors do not recommend
for purchase and, in fact, the Sponsors may have sell recommendations on a
number of the stocks in a Portfolio at the time the stocks are selected for
inclusion in the Portfolio. Various theories attempt to explain why a common
stock is among the ten highest yielding stocks in the related index at any given
time: the issuer may be in financial difficulty or out of favor in the market
because of weak earnings or performance or forecasts or negative publicity;
uncertainties relating to pending or threatened litigation or pending or
proposed legislation or government regulation; the stock may be a cyclical stock
reacting to national or international economic developments; or the market may
be anticipating a reduction in or the elimination of the company's dividend.
Some of the foregoing factors may be relevant to only a segment of an issuer's
overall business yet the publicity may be strong enough to outweigh otherwise
solid business performance. In addition, companies in certain industries have
historically paid high dividends.

The deposit of the Securities in each Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security in that Portfolio. During the 90-day period following the initial
date

3
<PAGE>
of deposit the Sponsors may deposit additional Securities in order to create new
Units, maintaining to the extent possible that original proportionate
relationship. Deposits of additional Securities subsequent to the 90-day period
must generally replicate exactly the proportionate relationship among the number
of shares of each Security in a Portfolio at the end of the initial 90-day
period. The ability to acquire each Security at the same time will generally
depend upon the Security's availability and any restrictions on the purchase of
that Security under the federal securities laws or otherwise.

Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional Securities. This
practice could cause both existing and new investors to experience a dilution of
their investments and a reduction in their anticipated income because of price
fluctuations in the Securities between the time of the cash deposit and the
actual purchase of the additional Securities and because the associated
brokerage fees will be an expense of the Portfolio. To minimize the risk of
price fluctuations when purchasing Securities, each Portfolio will try to
purchase Securities as close to the Evaluation Time or at prices as close to the
evaluated prices as possible and may purchase Securities on exchanges other than
the London and Tokyo Stock Exchanges. A Portfolio may also enter into program
trades with unaffiliated broker/dealers, which could have the effect of
increasing brokerage commissions while reducing market risk.

Because each Portfolio in a Defined Asset Fund is a preselected portfolio,
you know the securities before you invest. Of course, the Portfolios will change
somewhat over time, as Securities are purchased upon creation of additional
Units, as Securities are sold to meet Unit redemptions or in other limited
circumstances.

PORTFOLIO SUPERVISION

Each Portfolio follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. Although each Portfolio is regularly reviewed, because of the
Strategy the Portfolio is unlikely to sell any of the Securities other than to
satisfy redemptions of units, or to cease buying additional shares in connection
with the issuance of Additional Units. More specifically, adverse developments
concerning a Security including the adverse financial condition of the issuer, a
failure to maintain a current dividend rate, the institution of legal
proceedings against the issuer, a default under certain documents materially and
adversely affecting the future declaration of dividends, or a decline in the
price or the occurrence of other market or credit factors (including a public
tender offer or a merger or acquisition transaction) that might otherwise make
retention of the Security detrimental to the interest of investors, will
generally not cause a Portfolio to dispose of a Security or cease buying it.
Furthermore, each Portfolio will likely continue to hold a Security and purchase
additional shares notwithstanding its ceasing to be included among the ten
highest dividend yielding stocks in the related Index or even its deletion from
that Index.

RISK FACTORS

An investment in a Portfolio entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
relevant stock market worsens and the risk that holders of common stocks have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. 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 capital provided by debt securities. Common stocks in
general may be 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
Sponsors cannot predict the direction or scope of any of these factors.

Foreign Issuers. Investments in securities of foreign issuers involve risks
that are different from investments in securities of domestic issuers. These
risks may include future political and economic developments, the possibility of
exchange controls or other governmental restrictions on the payment of
dividends, less publicly available information and the absence of uniform
accounting, auditing and financial reporting standards, practices and
requirements.

4
<PAGE>
The information set forth below has been extracted from various governmental
and private publications, but no representation can be made as to its accuracy;
furthermore, no representation is made that any correlation exists between the
state of the economy of the United Kingdom and the value of any Securities held
by the United Kingdom Portfolio or between the economy of Japan and the value of
any Securities held by the Japan Portfolio.

UNITED KINGDOM PORTFOLIO RISK FACTORS

The United Kingdom Portfolio contains common stocks of British companies
engaged in such industries as banking, the chemical industry, the building and
construction industry, the transportation industry, telecommunications and
insurance. Many of these industries are subject to extensive government
regulation which may have a materially adverse effect on the performance of
their securities.

The economy of the United Kingdom is focused upon the private services
sector, which includes the wholesale and retail sector, banking, finance,
insurance, and tourism. Services as a whole account for a majority of the United
Kingdom's gross national product and make a significant contribution to the
country's balance of payments. In addition, the United Kingdom, as a member of
the European Union (the 'EU'), formerly known as the European Community, is
subject to the effects of the recent rapid political and social change
throughout Europe although the extent and nature of future economic development
in the United Kingdom and Europe and the impact of such development upon the
value of the securities in the United Kingdom Portfolio is impossible to
predict.

JAPAN PORTFOLIO RISK FACTORS

The Japan Portfolio contains common stocks of Japanese companies trading on
the Tokyo Stock Exchange (the 'TSE').

Volatility of the TSE. Although the market for Japanese stocks traded on the
First Section of the TSE is substantial in terms of trading volume and
liquidity, the TSE has nonetheless exhibited significant market volatility in
the past several years. The general weakness in TSE prices since 1989 has
adversely affected financial institutions (including banks and insurance
companies) heavily invested in the market, in turn contributing to weakness in
the Japanese economy.

Political Factors. Reports of official improprieties, resignations and
political reallignments have recently been followed by significant economic
reforms. There is currently uncertainty as to the future of Japan's political
outlook (including the influence and effectiveness of Japan's bureaucracy) and
the impact of these political factors on the Japanese economy and the stock
market.

Economic Factors. The Japanese economy experienced its worst recession since
World War II in the 1990s and the economy has been largely stagnant since
October 1993. Japan has also recently experienced a period of prolonged price
deflation and weak real estate prices. While the economy has recently shown
signs of recovery, it is unclear whether the recovery is sustainable and to what
extent such recovery will continue without continued fiscal stimulus by the
Japanese government. Strains on the financial system in the form of
non-performing loans of financial institutions and real estate companies (see
below) have also been one of the major causes of Japan's economic weakness.
Resolution of the bad debt problem may require disproportionate contributions by
major banks. Structural problems of overregulation, excessive government
intervention and under-consumption could undercut Japan's economic recovery.
Japanese exports could be adversely affected by pressure from trading partners
- -- particularly the U.S. -- to improve trade imbalances. As reflected in the
table 'Changes in Foreign Currency Exchange Rates' below, up until earlier this
year, general appreciation of the Japanese yen relative to the U.S. dollar had
been a significant factor in the overall appreciation. As evidenced by the
depreciation of the yen earlier this year, there can be no assurance that the
value of the yen will appreciate, or might not further depreciate, which could
adversely affect the performance of the Japan Portfolio.

Japanese Engineering and Construction Companies. The Japan Portfolio is
concentrated in common stocks of engineering and construction companies, which
are currently operating in an extremely weak economic environment. The Japanese
government is reported to have spent as much as 66 trillion yen in recent years
(1992-1996) on public works projects, which boosted many of the smaller
companies in this industry. Now, however, the Ministry of Construction has
cancelled as many as six dam projects and halted 12 more; and the Ministry has
been quoted as stating that it will cut its budget for the public works projects
it either directly or indirectly funds by 10 percent in the 1998 fiscal year
ending in March 1999. At least two of the companies represented in the Portfolio
could be directly affected by this action.

Many Japanese engineering and construction companies have very large real
estate investments, some of which they may have to sell to pay off huge debts
that resulted when the Japanese real estate boom of the 1980s collapsed. But
land prices in Japan have fallen dramatically since 1991, by as much as 25
percent countrywide and 70 percent in

5
<PAGE>

Tokyo itself. The salability of some of these companies' real estate is
therefore questionable. In addition, many Japanese banks encumbered with hard-to
recover loans they made to engineering and construction companies are now faced
with the need to clear these bad debts before the government forces drastic
banking industry reforms.

VOLATILITY

Foreign stock prices may be more volatile than U.S. stock prices. The
following table demonstrates the volatility of the Nikkei 225 Index and the FT
Index in comparison to that of the Dow Jones Industrial Average by showing for
each index the number of trading days during the period from January 1, 1989
through June 30, 1997, on which the value of the index in local currency gained
or lost 1%, 2% and 3% of its value as of the previous trading day.

NUMBER OF TRADING DAYS WITH GAINS OR LOSSES SHOWN
-----------------------------------------------------
<S> <C> <C>

NIKKEI DOW JONES
PERCENTAGE GAINS OR LOSSES 225 FT INDUSTRIAL
IN VALUE OF INDEX INDEX INDEX AVERAGE
- ---------------------------------------- -------- ----- --------------
1%...................................... 739 425 337
2%...................................... 269 42 51
3%...................................... 105 12 11
</TABLE>

Previous performance is no guarantee of future results; any index may
display more or less volatility in the future.

FOREIGN EXCHANGE RATES

Because securities of non-U.S. issuers generally pay dividends and trade in
foreign currencies, there is the risk that the U.S. dollar value of these
securities will vary with fluctuations in foreign exchange rates. Most foreign
currencies have fluctuated widely in value against the U.S. dollar because of
changing investor perceptions, currency speculation by institutional investors,
supply and demand of the respective currency, the soundness of the world economy
and the relative strength of the respective economy, the impact of actual and
proposed government policies, interest rate differentials between currencies and
the balance of imports and exports of goods and services and transfers of income
and capital from one country to another.

The following table shows fluctuations in the value of the British pound and
Japanese yen relative to the U.S. dollar in the past 20 years.

CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

RANGE OF
FLUCTUATIONS
U.S. CHANGE IN RANGE OF
DOLLAR/ U.K. POUND FLUCTUATIONS CHANGE IN
U.K. POUND STERLING/ JAPANESE YEN/ JAPANESE YEN/
PERIOD STERLING* U.S. DOLLAR** U.S. DOLLAR* U.S. DOLLAR**
- ----- ----------- ------------- ---------------- -------------
1977 1.908-1.700 10.68 292.91-285.95 18.03
1978 2.095-1.807 6.32 242.54-177.39 18.92
1979 2.332-1.979 8.52 250.75-193.75 -23.18
1980 2.452-2.134 6.75 259.47-202.30 15.31
1981 2.427-1.763 -25.00 245.39-199.05 -8.33
1982 1.933-1.593 -18.18 278.16-218.75 -6.87
1983 1.623-1.415 -11.30 247.58-226.75 1.19
1984 1.492-1.158 -25.43 251.25-222.70 -8.14
1985 1.494-1.044 19.94 263.43-200.25 20.15
1986 1.555-1.377 2.03 202.70-152.00 20.65
1987 1.886-1.468 21.21 159.40-121.25 23.95
1988 1.896-1.663 -3.48 136.52-121.10 -3.29
1989 1.823-1.500 -12.04 149.62-123.60 -15.01
1990 1.976-1.595 16.37 159.90-125.05 5.53
1991 1.999-1.602 -3.24 141.90-124.90 8.10
1992 2.004-1.505 -23.44 134.53-119.35 -0.02
1993 1.590-1.417 -2.36 126.10-101.10 10.58
1994 1.637-1.461 5.46 113.10- 96.77 10.76
1995 1.641-1.530 -0.77 104.29- 81.09 -3.85
1996 1.714-1.493 9.32 116.21-103.45 -12.01
1997 1.589-1.714 2.82 111.26-127.10 -1.05
(through
6/30

- ---------
* DRI/McGrawHill.
** Ibbotson Associates.

6
<PAGE>
A Portfolio's foreign exchange transactions may be conducted either on a
spot (i.e., cash) or forward foreign exchange basis. Foreign currency exchange
transactions are generally conducted on a principal basis and foreign exchange
dealers realize a profit based upon the difference between the price at which
they are willing to buy a particular currency (bid price) and the price at which
they are willing to sell the currency (offer price). The cost to the Portfolio
of engaging in these foreign currency transactions also varies with such factors
as the currency involved, the length of the contract period and the market
conditions then prevailing. Portfolio evaluations include the cost of buying or
selling a forward foreign exchange contract in the relevant currency to
correspond to the settlement period for purchases and redemptions of Units.

EXCHANGE CONTROLS

At the present time the Sponsors do not believe that any of the Securities
is subject to exchange control restrictions which would materially interfere
with payment to a Portfolio of amounts due on the Securities. There can be no
assurance that exchange control regulations might not be adopted in the future
which might adversely affect payments to a Portfolio. In addition, the adoption
of exchange control regulations or other legal restrictions could have an
adverse impact on the marketability of international securities in a Portfolio
and on the ability of that Portfolio to satisfy redemptions.

LIQUIDITY

Sales of foreign securities by a Portfolio in United States securities
markets are ordinarily subject to severe restrictions and will generally be made
only in foreign securities markets. Securities may be traded in foreign
countries where the securities markets are not as developed or efficient and may
not be as liquid as those in the United States. A foreign market's liquidity
might become impaired as a result of economic or political turmoil in a country
in whose currency a Portfolio had a substantial portion of its assets invested,
or should relations between the United States and such foreign country
deteriorate markedly. Additionally, the principal trading market for the
Securities, even if otherwise listed, may be the over-the-counter market in
which liquidity will depend on whether dealers will make a market in the
Securities.

LITIGATION AND LEGISLATION

The Sponsors do not know of any pending litigation as of the initial date of
deposit that might reasonably be expected to have a material adverse effect on a
Portfolio, although pending litigation may have a material adverse effect on the
value of Securities in a Portfolio. In addition, at any time after the initial
date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in a Portfolio or the
issuers of the Securities. Changing approaches to regulation may have a negative
impact on certain companies represented in a Portfolio. There can be no
assurance that future litigation, legislation, regulation or deregulation will
not have a material adverse effect on a Portfolio or will not impair the ability
of the issuers of the Securities to achieve their business goals.

LIFE OF THE FUND; FUND TERMINATION

The size and composition of a Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units or
participating in a rollover. Each Portfolio will be terminated no later than the
mandatory termination date specified in Part A of the Prospectus. They will
terminate earlier upon the disposition of the last Security in that Portfolio or
upon the consent of investors holding 51% of the Units. A Portfolio may also be
terminated earlier by the Sponsors once its total assets have fallen below the
minimum value specified in Part A of the Prospectus. A decision by the Sponsors
to terminate a Portfolio early, which will likely be made following the
rollover, will be based on factors such as its size relative to its original
size, the ratio of Portfolio expenses to income, and the cost of maintaining a
current prospectus.

Notice of impending termination will be provided to investors and thereafter
units will no longer be redeemable. On or shortly before termination, the
Trustee will seek to dispose of any Securities remaining in a Portfolio although
any Security unable to be sold at a reasonable price may continue to be held by
the Trustee in a liquidating trust pending its final disposition. A proportional
share of the expenses associated with termination, including brokerage costs in
disposing of Securities, will be borne by investors remaining at that time. This
may have the effect of reducing the amount of proceeds those investors are to
receive in any final distribution.

7
<PAGE>
HOW TO BUY UNITS

Units are available from any of the Sponsors at the Public Offering Price.
The Public Offering Price varies each Business Day with changes in the value of
the Portfolio and other assets and liabilities of the Fund.

PUBLIC OFFERING PRICE

Units are charged a combination of Initial and Deferred Sales Charges equal,
in the aggregate, to a maximum charge of 2.75% of the Public Offering Price or,
for quantity purchases of units of all Select Portfolios by an investor and the
investor's spouse and minor children, or by a single trust estate or fiduciary
account, made on a single day, the following percentages of the public offering
price:

APPLICABLE SALES CHARGE
(GROSS UNDERWRITING PROFIT)
---------------------------
AS % OF
PUBLIC AS % OF NET
OFFERING AMOUNT
AMOUNT PURCHASED PRICE INVESTED
- ----------------------------------------- ----------- ------------
Less than $50,000........................ 2.75% 2.778%
$50,000 to $99,999....................... 2.50 2.519
$100,000 to $249,999..................... 2.00 2.005
$250,000 to $999,999..................... 1.75 1.750
$1,000,000 or more....................... 1.00 1.000

The Deferred Sales Charge is a monthly charge of $1.75 per 1,000 units and
is accrued in ten monthly installments commencing on the date indicated in Part
A of this Prospectus. Units redeemed or repurchased prior to the accrual of the
final Deferred Sales Charge installment will have the amount of any remaining
installments deducted from the redemption or repurchase proceeds or deducted in
calculating an in-kind distribution, although this deduction will be waived in
the event of the death or disability (as defined in the Internal Revenue Code of
1986) of an investor. The Initial Sales Charge is equal to the aggregate sales
charge, determined as described above, less the aggregate amount of any
remaining installments of the Deferred Sales Charge.

It is anticipated that Securities will not be sold to pay the Deferred Sales
Charge until after the date of the last installment. Investors will be at risk
for market price fluctuations in the Securities from the several installment
accrual dates to the dates of actual sale of Securities to satisfy this
liability.

Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units subject only to the
Deferred Sales Charge.

EVALUATIONS

Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. In addition, for the
United Kingdom Portfolio, 'business day' shall exclude the following U.K.
holidays: Easter Monday, May Day, Summer Bank Holiday and Boxing Day; and for
the Japan Portfolio, 'business day' shall also exclude the following Japanese
Holidays: the four-day Year End Holiday, Adults Day, National Foundation Day
observance, Vernal Equinox Day, Greenery Day, Constitution Memorial Day,
Childrens Day observance, Respect for the Aged Day observance, Autumnal Equinox
Day, Health-Sports Day, Culture Day observance and Emperor's Birthday. If the
Securities are listed on a securities exchange, evaluations are generally based
on closing sales prices on that exchange (unless the Trustee deems these prices
inappropriate) or, if closing sales prices are not available, at the mean
between the closing bid and offer prices. If the Securities are not listed or if
listed but the principal market is elsewhere, the evaluation is generally
determined based on sales prices of the Securities on the over-the-counter
market or, if sales prices in that market are not available, on the basis of the
mean between current bid and offer prices for the Securities or for comparable
securities or by appraisal or by any combination of these methods. Neither the
Sponsors nor the Trustee guarantee the enforceability, marketability or price of
any Securities. All evaluations are converted to U.S. dollars at the then
current exchange rates which include the cost of a forward foreign exchange
contract in the relevant currency to correspond to the requirement that the
Trustee settle redemption requests in U.S. dollars within seven days.

8
<PAGE>
NO CERTIFICATES

All investors are required to hold their Units in uncertifcated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company ('DTC').

HOW TO REDEEM OR SELL UNITS

You can redeem your Units at any time for net asset value. In addition, the
Sponsors have maintained an uninterrupted secondary market for Units for over 20
years and will ordinarily buy back Units at net asset value. The following
describes these two methods to redeem or sell Units in greater detail.

REDEEMING UNITS

You can always redeem your Units for net asset value. This can be done by
contacting your broker, dealer or financial institution that holds your Units in
street name. In certain instances, additional documents may be required such as
a trust instrument, certificate of corporate authority, certificate of death or
appointment as executor, administrator or guardian.

Within seven days after the receipt of your request (and any necessary
documents), a check will be mailed to you in an amount equal to the net asset
value of your Units. Because of the sales charge, market movements or changes in
the Portfolio, net asset value at the time you redeem your Units may be greater
or less than the original cost of your Units. Net asset value is calculated each
Business Day by adding the value of the Securities, declared but unpaid
dividends on the Securities, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses and any remaining Deferred Sales Charges, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Fund liabilities; and dividing the result by the number of
outstanding Units. After the initial offering period, net asset value will be
reduced to reflect the cost to the Fund of liquidating Securities to pay the
redemption price.

As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Agent for the
Sponsors based on market and credit factors determined to be in the best
interest of the Fund. These sales are often made at times when the Securities
would not otherwise be sold and may result in lower prices than might be
realized otherwise and may also reduce the size and diversity of the Fund. If
Securities sales are made during a time when additional Units are being created
by the purchase of additional Securities (as described under Portfolio
Selection), Securities will be sold in a manner designed to maintain, to the
extent practicable, the proportionate relationship among the number of shares of
each Security in the Portfolio.

Any investor owning Units representing at least the lesser of Securities
with a value of at least U.S.$500,000 or 10% of the net asset value of a
Portfolio who redeems those Units prior to the rollover notification date
indicated in Part A of the Prospectus may, in lieu of cash redemption, request
distribution in kind of an amount and value of Securities per Unit equal to the
otherwise applicable Redemption Price per Unit. Whole shares of each Security
together with cash from the Capital Account equal to any fractional shares to
which the investor would be entitled (less any Deferred Sales Charge payable)
will be paid over to a distribution agent and either held for the account of the
investor or disposed of in accordance with instructions of the investor. Any
brokerage commissions as well as any transfer and ongoing custodial fees on
sales of Securities in connection with in-kind redemptions will be borne by the
redeeming investors. The in-kind redemption option may be terminated by the
Sponsors at any time upon prior notice to investors.

Redemptions may be suspended or payment postponed (i) if the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (ii) if
the SEC determines that trading on the New York Stock Exchange is restricted or
that an emergency exists making disposal or evaluation of the Securities not
reasonably practicable or (iii) for any other period permitted by SEC order.

9
<PAGE>
SPONSORS' SECONDARY MARKET FOR UNITS

The Sponsors, while not obligated to do so, will buy back Units at net asset
value without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of the sales charge, market movements or
changes in the portfolio, net asset value at the time you sell your Units may be
greater or less than the original cost of your Units. The Sponsors may resell
the Units to other buyers or redeem the Units by tendering them to the Trustee.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue the secondary market for Units without prior
notice if the supply of Units exceeds demand or for other business reasons.
Regardless of whether the Sponsors maintain a secondary market, you have the
right to redeem your Units for net asset value with the Trustee at any time, as
described above.

ROLLOVER

In lieu of redeeming their Units or receiving liquidation proceeds upon the
termination of the Fund, investors who hold their Units with one of the Sponsors
may elect, by contacting their financial adviser prior to the rollover
notification date indicated in Part A, to apply their proportional interest in
the Securities and other Portfolio assets toward the purchase of units of a new
United Kingdom or Japan Portfolio of the Select Ten Portfolio 1998 International
Series (the 'New 1998 International Portfolios') (if available). The New 1998
International Portfolios will invest in the ten highest yielding stocks in the
FT and Nikkei 225 Indexes, respectively, as of that time and it is expected that
the terms of the New 1998 International Portfolios, including this rollover
feature, will be substantially the same as those of these Portfolios.

A rollover of an investor's units is accomplished by the in-kind redemption
of his Units followed by the sale of the underlying Securities by a distribution
agent on behalf of participating investors and the reinvestment of the sale
proceeds (net of brokerage fees, governmental charges and other sale expenses)
in units of a New 1998 International Portfolio at their net asset value.

The Sponsors intend to sell the distributed Securities, on behalf of the
distribution agent, as quickly as practicable and then to create units of each
New 1998 International Portfolio as quickly as possible, subject in both cases
to the Sponsors' sensitivity that the concentrated sale and purchase of large
volumes of securities may affect market prices in a manner adverse to the
interest of investors. Accordingly, the Sponsors may, in their sole discretion,
undertake a more gradual sale of the distributed Securities and a more gradual
creation of units of the New 1998 International Portfolios to help mitigate any
negative market price consequences caused by this large volume of securities
trades. In order to minimize potential losses caused by market movement during
the rollover period, the Sponsors may enter into program trades, which could
increase brokerage commissions payable by investors. There can be no assurance,
however, that any trading procedures will be successful or might not result in
less advantageous prices. Pending the investment of rollover proceeds in the
securities to comprise each new 1998 International Portfolio, those moneys may
be uninvested for up to several days. For those Securities in a Portfolio that
will also be in the similar New 1998 International Portfolio, a direct sale of
those securities between the two funds is now permitted pursuant to an SEC
exemptive order. These sales will be effected at the securities' closing sale
prices on the exchanges where they are principally traded, free of any brokerage
costs.

Investors participating in the rollover may realize taxable capital gains
from the rollover but will not be entitled to a deduction for certain capital
losses realized on the rollover and, because of the rollover procedures, will
not receive a cash distribution with which to pay those taxes. Investors who do
not participate will continue to hold their Units until the termination of the
Portfolio; however, depending upon the extent of participation in the rollover,
the aggregate size of the Portfolio may be sharply reduced resulting in a
significant increase in per Unit expenses.

The Sponsors may, in their sole discretion and without penalty or liability
to investors, decide not to sponsor a New 1998 International Portfolio or to
modify the terms of the rollover. Prior notice of any decision would be provided
to investors.

The Division of Investment Management of the SEC is of the view that the
rollover option constitutes 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 Sponsors have received exemptive orders under
Section 11(c) which they believe permit them to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsors' position and
additional regulatory approvals may be required.

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INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME AND DISTRIBUTIONS

The annual U.S. dollar income per Unit that is earned by a Portfolio, after
deducting estimated annual Portfolio expenses per Unit, will depend primarily
upon the amount of dividends declared and paid by the issuers of the Securities,
fluctuations in U.S. dollar exchange rates and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
Securities and sales of Securities. There is no assurance that dividends on the
Securities will continue at their current levels or be declared at all.

Each Unit in a Portfolio receives an equal share of distributions of
dividend income on the Securities in that Portfolio net of estimated expenses.
Because dividends on the Securities are not received at a constant rate
throughout the year, any distribution may be more or less than the amount then
credited to the Income Account. Dividends received are credited to an Income
Account in the relevant foreign currency and converted into U.S. dollars at the
current exchange rate upon declaration of a Portfolio distribution. Other
receipts are credited to a Capital Account after conversion into U.S. dollars at
the current rate. A Reserve Account may be created by withdrawing from the
Income and Capital Accounts amounts considered appropriate by the Trustee to
reserve for any material amount that may be payable out of a Portfolio. Funds
held by the Trustee in the various accounts do not bear interest. In addition,
distributions of amounts necessary to pay the Deferred Sales Charge will be made
from the Capital Account to an account maintained by the Trustee for purposes of
satisfying investors' sales charge obligations. Although the Sponsors may
collect the Deferred Sales Charge monthly, to keep Units more fully invested the
Sponsors currently do not anticipate sales of Securities to pay the Deferred
Sales Charge until after the rollover notification date. Proceeds of the
disposition of any Securities not used to pay Deferred Sales Charge or to redeem
Units will be held in the Capital Account and distributed on the final
Distribution Day or following liquidation of the Portfolios.

REINVESTMENT

Principal and income distributions on Units may be reinvested by
participating in the reinvestment plan. Under the plan, the Units acquired for
investors will be either Units already held in inventory by the Sponsors or new
Units created by the Sponsors' deposit of 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. Deposits or purchases
of additional Securities will generally be made so as to maintain the then
existing proportionate relationship among the number of shares of each Security
in a Portfolio. Units acquired by reinvestment will not be subject to the
initial sales charge but will be subject to any remaining installments of
Deferred Sales Charge. The Sponsors reserve the right to amend, modify or
terminate the reinvestment plan at any time without prior notice. Investors
holding Units in 'street name' should contact their broker, dealer or financial
institution if they wish to participate in the reinvestment plan.

PORTFOLIO EXPENSES

Estimated annual Portfolio expenses are listed in Part A of the Prospectus;
if actual expenses exceed the estimate, the excess will be borne by the
Portfolio. The estimated expenses do not include any brokerage commissions
payable by the Portfolio in buying and selling Securities. Trustee fees shown in
Part A of this Prospectus assume that the Portfolios will reach a size estimated
by the Sponsors and are based on a sliding fee scale that reduces the per 1,000
units Trustee's fee as the size of a Portfolio increases. The Trustee's annual
fee is payable in monthly installments. The Trustee also benefits when it holds
cash for a Portfolio in non-interest bearing accounts. Possible additional
charges include Trustee fees and expenses for extraordinary services, costs of
indemnifying the Trustee and the Sponsors, costs of action taken to protect the
Fund and other legal fees and expenses, Fund termination expenses and any
governmental charges. The Trustee has a lien on Portfolio assets to secure
reimbursement of these amounts and may sell Securities for this purpose if cash
is not available. The Sponsors receive an annual fee currently estimated at
$0.35 per 1,000 Units to reimburse them for the cost of providing Portfolio
supervisory services. While the fee may exceed their costs of providing these
services to the Fund, the total supervision fees from all Series of Equity
Investor Fund will not exceed their costs for these services to all of those
Series during any calendar year. The Sponsors may also be reimbursed for their
costs of providing bookkeeping and administrative services to Defined Asset
Funds, currently estimated at $0.10 per 1,000 Units. The Trustee's and Sponsors'
fees may be adjusted for inflation without investors' approval.

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Expenses incurred in establishing the Portfolios, including the cost of the
initial preparation of documents relating to the Portfolios, any foreign trading
costs (including commissions, custodial fees and stamp taxes), Federal and State
registration fees, the initial fees and expenses of the Trustee, legal expenses
and any other out-of-pocket expenses, will be paid by the Portfolios and
amortized over the life of the Portfolios. Advertising and selling expenses will
be paid from the Underwriting Account at no charge to the Portfolios. Defined
Asset Funds can be a cost-effective way to purchase and hold investments. Annual
operating expenses are generally lower than for managed funds. Because Defined
Asset Funds have no management fees, limited transaction costs and no ongoing
marketing expenses, operating expenses are generally less than 0.25% a year.
When compounded annually, small differences in expense ratios can make a big
difference in your investment results.

TAXES

U.S. TAXATION

The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
persons with special tax circumstances, such as dealers, financial institutions,
insurance companies or former U.S. citizens or long term residents.

As used herein, the term 'U.S. Investor' means an owner of a Unit in the
United Kingdom Portfolio or the Japan Portfolio that is (i) for United States
federal income tax purposes a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any political subdivision thereof, or (iii) an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source. An investor that is not a U.S. Investor but
whose income from a Unit is effectively connected with such Investor's conduct
of a United States trade or business will generally be taxed in the same manner
as a U.S. Investor but should consult his or its tax adviser in this regard.

The following discussion relates only to U.S. Investors. Since the
Portfolios hold only Securities of non-U.S. issuers, it is expected that income
earned by investors who are not U.S. Investors will not be treated as
U.S.-source income and should not be subject to any U.S. withholding tax.

In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

The Portfolios are not associations taxable as corporations for federal
income tax purposes. Each U.S. Investor will be considered the owner of a
pro rata portion of each Security in a Portfolio under the grantor trust
rules of Sections 671-679 of the Internal Revenue Code of 1986, as amended
(the 'Code'). Each U.S. Investor will be considered to have received all of
the dividends paid on his pro rata portion of each Security and any exchange
gain or loss resulting from the conversion into U.S. dollars of any such
dividends paid in foreign currency when such dividends are received or
converted by the Portfolio, regardless of whether such dividends are subject
to withholding taxes or used to pay a portion of the Portfolio's expenses or
whether they are automatically reinvested (see Reinvestment Plan).

Dividends considered to have been received by a U.S. Investor will not
qualify for the dividends-received deduction for corporate investors because
generally the dividends-received deduction is only available for dividends
received from domestic corporations.

The United Kingdom Portfolio will report as gross income earned by U.S.
Investors their pro rata share of dividends received by the Portfolio as
well as their pro rata share of the associated Tax Credit Amount (as defined
in 'United Kingdom Taxation' below), notwithstanding that it is not certain
that U.S. Investors will receive any refund of U.K. taxes. Those U.S.
Investors who hold Units on the relevant record date for dividends on the
underlying Securities held by the United Kingdom Portfolio should be
entitled, subject to applicable limitations, to either a credit or a
deduction for foreign taxes payable with respect to such dividend payments.
IRAs and other plans addressed below under 'Retirement Plans' should note
that they are not likely to be eligible to claim any Treaty Payment (as
defined below under 'United Kingdom Taxation').

The Japan Portfolio will report as gross income earned by U.S. Investors
their pro rata share of dividends received by the Portfolio as well as their
pro rata share of the amount withheld with respect to such dividends. Those
U.S. Investors who hold Units on the relevant record date for dividends on
the underlying Securities held by the Japan Portfolio should be entitled,
subject to applicable limitations, to either a credit or a deduction for
foreign taxes payable with respect to such dividend payments.

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An individual U.S. Investor who itemizes deductions will be entitled to
deduct his pro rata share of Portfolio expenses only to the extent that this
amount together with the U.S. Investor's other miscellaneous deductions
exceeds 2% of his adjusted gross income. In addition, the Code further
retricts the ability of an individual U.S. Investor with an adjusted gross
income in excess of a specified amount (for 1997, $121,200 or $60,600 for a
married person filing a separate return) to claim itemized deductions
(including his pro rata share of Fund expenses).

The U.S. Investor's basis in his Units will equal the cost of his Units,
including the initial sales charge. A portion of the sales charge is
deferred until the termination of the Fund or the redemption of the Units.
The proceeds received by a U.S. Investor upon such event will reflect
deduction of the deferred amount (the 'Deferred Sales Charge') and a charge
for organizational expenses. The annual statement and the relevant tax
reporting forms received by U.S. Investors will be based upon the amounts
paid to them, net of the Deferred Sales Charge and the charge for
organizational expenses. Accordingly, U.S. Investors should not increase
their basis in their Units by the Deferred Sales Charge or any amount used
to pay organizational expenses.

A U.S. Investor will generally recognize capital gain or loss when the
U.S. Investor disposes of his Units (by sale, redemption or otherwise) or
when the Trustee disposes of the Securities from the Portfolio. However,
deductions will be disallowed for such losses realized by U.S. Investors who
invest in New 1998 International Portfolios within 30 days after incurring
such losses to the extent that the securities in that series are
substantially identical to the old Securities. Furthermore, a U.S. Investor
will generally not recognize gain or loss upon the distribution of a pro
rata amount of each of the Securities by the Trustee to a U.S. Investor (or
to his agent) in redemption of Units, except to the extent of cash received
in lieu of fractional shares. The redeeming U.S. Investor's basis for such
Securities will be equal to his basis for the same Securities (previously
represented by his Units) prior to such redemption, and his holding period
for such Securities will include the period during which he held his Units.
Capital gain on a disposition of Units or Securities by U.S. Investors will
generally be U.S. source income.

Net capital gain (the excess of net long-term capital gains over net
short-term capital losses) may be taxed at a lower rate than ordinary income
for certain individuals and other noncorporate taxpayers. A capital gain or
loss is long-term if the asset is held for more than one year and short-term
if held for one year or less. The deduction of capital losses is subject to
limitations. The lower net capital gain tax rate will be unavailable to
those noncorporate U.S. Investors who, as of the mandatory termination date
(or earlier termination of a Portfolio), have held their Units for less than
a year and a day. Similarly, with respect to noncorporate rollover U.S.
Investors, this lower rate will be unavailable if, as of the beginning of
the rollover period, those U.S. Investors have held their shares for less
than a year and a day. Investors will not be entitled under the recently
enacted Taxpayer Relief Act of 1997 to the new 20% maximum federal tax rate
for capital gains derived from the Fund.

Under the income tax laws of the State and City of New York, the
Portfolios are not associations taxable as corporations and the income of
the Portfolios will be treated as the income of the U.S. Investors in the
same manner as for federal income tax purposes.

The foregoing discussion relates only to the tax treatment of U.S.
Investors with regard to federal and certain aspects of New York State and
City income taxes. U.S. Investors may be subject to taxation in New York or
in other jurisdictions and should consult their own tax advisers in this
regard.

* * * *

At the termination of a Portfolio, the Trustee will furnish to each investor
an annual statement containing information relating to the dividends received by
the Portfolio on the Securities, the cash proceeds received by the Portfolio
from the disposition of any Security (resulting from redemption or the sale by
the Portfolio of any Security), and the fees and expenses paid by the Portfolio.
The Trustee will also furnish annual information returns to each investor and to
the Internal Revenue Service.

UNITED KINGDOM TAXATION

The following discussion addresses certain U.K. tax consequences of the
ownership of Units of the United Kingdom Portfolio held by certain U.S.
Investors only. For the U.S. tax consequences to U.S. Investors, see U.S.
Taxation. The discussion does not address the tax consequences for non-U.S.
investors, who should consult their own tax advisers in this respect.

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General. In the opinion of Linklaters & Paines, the Sponsors' U.K. special
counsel, based on the description of the United Kingdom Portfolio in the
Prospectus and on certain representations made by special U.S. counsel to the
Sponsors, this summary accurately describes the material U.K. tax consequences
to certain U.S. Investors in the U.K. Portfolio. This summary is based upon
current U.S. law, U.K. taxation law, U.K. Inland Revenue practice, the U.S./U.K.
convention relating to taxes on income and capital gains (the 'Treaty') and the
U.S./U.K. estate and gift taxes convention (the 'Estate Tax Treaty'). The
summary is a general guide only and is subject to any changes in any of the
aforesaid after the date of this Prospectus (including changes on a retroactive
basis) which may affect the tax analysis described below. Accordingly,
prospective investors should consult their U.K. tax advisers as to the U.K. tax
consequences of owning Units of the United Kingdom Portfolio applicable to their
circumstances.

Taxation of Dividends. Subject to the following paragraph, a U.K. resident
individual who receives a dividend from a U.K. company is generally entitled to
a tax credit, which is either offset against U.K. tax liabilities, or, in
certain circumstances, repaid. Under the Treaty, a U.S. Investor who is resident
in the U.S. for the purposes of the Treaty may be entitled to repayment of the
tax credit, but such repayment is subject to U.K. withholding tax of 15% on the
sum of the dividend and the tax credit. The tax credit (before such withholding)
is equal to one quarter of the dividend (the 'Tax Credit Amount'). Although such
a U.S. Investor who held shares directly in a U.K. company could generally claim
a refund of part of the Tax Credit Amount attributable to the dividend (a
'Treaty Payment'), the ability of such a U.S. Investor in the United Kingdom
Portfolio to claim a Treaty Payment is unclear where dividend payments are made
to an entity such as the Fund. Accordingly, for such a U.S. Investor to be able
to claim Treaty Payments, it would be necessary to agree to a special procedure
with the U.K. Inland Revenue in advance. In the absence of agreeing to such a
procedure, U.S. Investors may not in practice be able to claim a Treaty Payment
from the U.K. Inland Revenue.

A U.K. company may elect for a dividend to be a 'foreign income dividend'
rather than an ordinary dividend. No tax credits are attributable to such
foreign income dividends.

Taxation of Capital Gains. U.S. Investors who are neither resident nor
ordinarily resident in the U.K. will not be liable for U.K. tax on gains arising
on the disposal of Units unless the Units are used, held or acquired for the
purposes of a trade, profession or vocation carried on in the U.K. through, or
for the purposes of, a permanent establishment or fixed base as defined in the
Treaty.

U.K. Inheritance Tax. Individual U.S. Investors who are domiciled in the
U.S. (as defined by the Estate Tax Treaty) and who are not U.K. nationals (as
defined by the Estate Tax Treaty) will generally not be subject to U.K.
inheritance tax on death or on lifetime gifts of Units in the United Kingdom
Portfolio provided that any applicable U.S. federal gift or estate tax is paid,
unless the Units are part of the business property of U.K. permanent
establishments or pertain to U.K. fixed bases used for the performance of
personal services. Where the Units have been settled on trust, the Units will
generally not be subject to U.K. inheritance tax unless the settlor, at the time
of settlement, was not domiciled in the U.S. or was a U.K. national provided
that any applicable U.S. federal gift or estate tax is paid. In the exceptional
case where Units are subject to both U.K. inheritance tax and to U.S. federal
gift or estate tax, the Estate Tax Treaty generally provides for U.K. tax paid
to be credited against tax payable in the U.S., or for tax paid in the U.S. to
be credited against tax payable in the U.K., based on rules set out in the
Estate Tax Treaty.

* * * *

As mentioned in 'United Kingdom -- Taxation of Dividends' above, for a U.S.
Investor to be able to claim Treaty Payments it would be necessary to agree a
special procedure with the Inland Revenue in advance. The Inland Revenue operate
a special procedure under which trustees of funds like the Fund may claim Treaty
Payments on behalf of Investors. The Inland Revenue have agreed to such
procedure in respect of the Fund, under the terms of which the Trustee may claim
Treaty Payments on behalf of U.S. Investors in the United Kingdom Portfolio. The
amount of any Treaty Payment obtained by the Trustee with respect to a dividend
will be reflected in the net asset value of the Portfolio and will be
distributed to investors on the first Distribution Date after the Treaty Payment
is received by the Portfolio.

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JAPANESE TAXATION

The Sponsors have been advised by Tomotsune Kimura and Mitomi, the Sponsors'
special Japanese counsel, that dividends paid to the Japan Portfolio by Japanese
corporations will be subject to a withholding tax of 20%. Generally, a 'resident
of the United States' that holds shares in a Japanese corporation and has no
permanent establishment in Japan is entitled to a reduced withholding tax rate
of 15% under the Convention between Japan and the United States of America for
the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income (the 'Convention') if an application signed by such
resident or its agent is filed with the appropriate tax authority. The
Convention defines the term 'resident of the United States' to include trusts
which are treated as residents of the United States for United States income tax
purposes. In light of the fact that the Japan Portfolio is not a taxable entity
for federal income tax purposes (see 'Taxes--U.S. Taxation'), the Japan
Portfolio would not qualify as a U.S. resident within the meaning of the
Convention, and consequently, each investor in the Japan Portfolio will be
treated as the recipient of his pro rata share of dividends paid to the Japan
Portfolio and will be required to file the specified application in order to
benefit from the reduced withholding rate. The national tax authority of Japan
takes the position that the Trustee may not file the required application on
behalf of the investors. Accordingly, investors may not in practice be able to
benefit from the reduced withholding rate provided by the Convention. In
addition, Japanese gift and inheritance taxes may be imposed with respect to
Units of the Japan Portfolio upon legatees, heirs or donees of individuals who
are holders thereof.

Securities transaction taxes will be imposed in the event of sales of
portfolio securities within Japan, currently at the rate of 0.21% of the sales
prices thereof. However, gains derived from sales of portfolio securities within
Japan will not be subject to Japanese income tax, assuming that the transferor
does not have a permanent establishment in Japan.

* * * *

The aforesaid discussion addresses the Japanese tax consequences to
residents of the United States (within the meaning of the Convention) of holding
Units of the Japan Portfolio. The discussion does not address the tax
consequences to an investor who is a non-resident of the United States.
Accordingly, such a non-resident investor should consult his own tax adviser in
this respect.

RETIREMENT PLANS

This Series of Equity Income Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging (prior to the year 2000) or tax-deferred rollover treatment.
Investors holding 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 this
Fund, and other financial institutions. Fees and charges with respect to such
plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units may be purchased
by retirement plans established for self-employed individuals, partnerships or
unincorporated companies ('Keogh plans'). The assets of a Keogh plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Keogh plan participants may also establish separate IRAs (see below)
to which they may contribute up to an additional $2,000 per year ($4,000 in a
spousal account).

Individual Retirement Account--IRA. Any individual can establish an IRA or
make use of a qualified IRA arrangement for the purchase of Units of the Fund.
Any individual (including one covered by an employer retirement plan) can make a
contribution in an IRA equal to the lesser of $2,000 ($4,000 in a spousal
account) or 100% of earned income; the investment must be made in cash. However,
the deductible amount of a contribution by an individual covered by an employer
retirement plan will be reduced if the individual or the individual's spouse is
covered by an employer maintained retirement plan and the individual's adjusted
gross income exceeds $25,000 (in the case of a single individual), $40,000 (in
the case of a married individual filing a joint return) or $200 (in the case of
a married individual filing a separate return). Certain transactions which are
prohibited under Section 408 of the Code will

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cause all or a portion of the amount in an IRA to be deemed to the distributed
and subject to tax at that time. Unless nondeductible contributions were made in
1987 or a later year, all distributions from an IRA will be treated as ordinary
income but generally are eligible for tax-deferred rollover treatment. Taxable
distributions made before attainment of age 59 1/2, except in the case of the
participant's death or disability or where the amount distributed is part of a
series of substantially equal periodic (at least annual) payments that are to be
made over the life expectancies of the participant and his or her beneficiary,
are generally subject to a surtax in an amount equal to 10% of the distribution.
Under the recently enacted Taxpayer Relief Act of 1997 the 10% surtax will be
waived for withdrawals for certain educational and first-time homebuyers
expenses. The Taxpayer Relief Act also provides, subject to certain income
limitations, for a special type of IRA under which contributions would be
non-deductible but distributions would be tax-free if the account were held for
at least five years and the account holder was aged at least 59 1/2 at the time
of distribution.

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

RECORDS AND REPORTS

Each Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Portfolio,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.

With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of a
Portfolio, the Trustee sends each investor of record a statement summarizing
transactions in the Portfolio's accounts including amounts distributed from
them, identifying Securities sold and purchased and listing Securities held and
the number of Units outstanding at termination and stating the Redemption Price
per 1,000 Units at termination, and the fees and expenses paid by the Portfolio,
among other matters. Portfolio accounts may be audited by independent
accountants selected by the Sponsors and any report of the accountants will be
available from the Trustee on request.

TRUST INDENTURE

Each Portfolio is a 'unit investment trust' created under New York law by a
Trust Indenture among the Sponsors and the Trustee. This Prospectus summarizes
various provisions of the Indentures, but each statement is qualified in its
entirety by reference to the Indentures.

An Indenture may be amended by the Sponsors and the Trustee without consent
by investors to cure ambiguities or to correct or supplement any defective or
inconsistent provision, to make any amendment required by the SEC or other
governmental agency or to make any other change not materially adverse to the
interest of investors (as determined in good faith by the Sponsors). An
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in a Portfolio
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.

The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.

Any Sponsor may resign so long as one Sponsor with a net worth of $2,000,000
remains. A new Sponsor may be appointed by the remaining Sponsors and the
Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indentures and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.

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The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indentures contain customary
provisions limiting the liability of the Trustee.

MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017, as special counsel for the Sponsors.

AUDITORS

The Statements of Condition in Part A of the Prospectus were audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.

TRUSTEES

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and the State
of New York Banking Department.