EQUITY INCOME FUND CONCEPT SERIES 25 DEFINED ASSET FUNDS, S-6EL24/A, 1997-02-04

EQUITY INCOME FUND CONCEPT SERIES 25 DEFINED ASSET FUNDS
S-6EL24/A, 1997-02-04

Previous: EQUITY INCOME FUND SEL TEN PORT 1997 INTL SR A HK PORT DEF, 487, 1997-02-04

Next: AMQUEST MATRIX FUNDS INC, N-1A EL/A, 1997-02-04

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1997

REGISTRATION NO. 333-05685
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 INCOME FUND
PROTECTED SELECT TEN PORTFOLIO--1997
(FORMERLY CONCEPT SERIES 25)
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH STREET
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, NY 10013
P.O. BOX 9051
PRINCETON, NJ 08543-9051

PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. ROBERT E. HOLLEY LAURIE A. HESSLEIN
P.O. BOX 9051 1285 AVENUE OF THE 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 AMERICAS NEW YORK, NY 10013
NEW YORK, NY 10019

COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
ONE NEW YORK PLAZA 130 LIBERTY STREET--29TH ESQ.
NEW YORK, NY 10292 FLOOR 450 LEXINGTON AVENUE
NEW YORK, NY 10006 NEW YORK, NY 10017

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------

EIF The objectives of this Defined Fund are to provide
PROTECTED SELECT TEN capital appreciation together with protection
PORTFOLIO--1997 against a significant loss of capital through
(A UNIT INVESTMENT investment in a portfolio consisting of call
TRUST) options on the ten highest dividend yielding
- ------------------------------common stocks in the Dow Jones Industrial Average
/ / DESIGNED FOR CAPITAL (DJIA) and U.S. Treasury zero coupon bonds. The
APPRECIATION AND Portfolio will not receive any dividend income on
SIGNIFICANT LOSS stocks underlying the call options. The Portfolio
PROTECTION is designed for those investors who desire some
/ / DEFINED PORTFOLIO protection from a significant market correction
REPRESENTING THE 10 with upside participation if the domestic equity
HIGHEST DIVIDEND YIELDING markets continue to increase in price.
DOW STOCKS The value of units will fluctuate with the value
/ / U.S. TREASURY ZERO COUPON of the securities in the Portfolio and no
BONDS TO LIMIT INVESTMENT assurance can be given that the units will
RISK appreciate in value.
Minimum purchase: $ .

-------------------------------------------------
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 February , 1997.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
- --------------------------------------------------------------------------------

Defined Asset FundsSM

Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over 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 Protected Strategy
- ---------------------------------------------------

The Portfolio will invest in a combination of call options on the 10 highest
dividend-yielding stocks (Strategy Stocks) of the 30 stocks in the DJIA* and
U.S. treasury zero coupon bonds for a period of about one year. The objective is
to provide investors approximately 60% of the price appreciation on the Strategy
Stocks (exclusive of any dividends payable) and a termination value of not less
than $0.90 per $1.00 unit.

At the end of the one year period, the Portfolio will be liquidated and the
Protected Strategy will be reapplied to select a new portfolio. 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 name 'Dow Jones Industrial Average' is the property of Dow Jones &
Company, Inc., which is not affiliated with the Sponsors, has not participated
in any way in the creation of the Portfolio or in the selection of stocks
included in the Portfolio and has not reviewed or approved any information
included in this Prospectus.

The Protected Strategy provides a disciplined approach to investing which
ignores investment research and rejects active management. The Sponsors
anticipate that the Strategy Stocks underlying the call options will not change
despite adverse developments affecting an issuer of a Strategy Stock, an
industry, the economy or the stock or bond market generally. Because equity
markets are at historically high levels, the Portfolio can provide partial
safety of capital if a market correction were to occur yet still allow investors
to profit if market levels continue to rise.
- ---------------------------------------------------

Defining Your Portfolio
- ---------------------------------------------------

CALL OPTIONS

Approximately 13% of the initial value of the Portfolio consists of call
options. The call options give the Portfolio the right to buy the underlying
Strategy Stocks at a specified price at any time prior to the Portfolio's
termination date. The call options will expire approximately [ ] days after the
Portfolio's termination date. Although the call options may be exercised at any
time prior to their expiration, it is anticipated that the Sponsors will direct
the Trustee to sell the call options to third party purchasers prior to the
Portfolio's termination date. Each of the call options is an obligation of a
financial institution whose long-term debt is rated at least [ ] by [ ].

The Strategy Stocks underlying the call options represent the following
industries:

APPROXIMATE
BASKET PERCENTAGE

/ / Oil/Gas-International %
/ / Chemical Products %
/ / Forest Products and Paper %
/ / Tobacco/Food Processing %
/ / Manufacturing %
/ / Financial Services/Banking %
/ / Utilities/Telecommunications %
/ / Auto Manufacturing %

U.S. TREASURY ZERO COUPON BONDS

Approximately 87% of the initial value of the Portfolio consists of U.S.
Treasury zero coupon bonds that will mature within one year. A zero coupon bond
is sold at a discount from its face amount because the Portfolio will only
receive the bond's face value at maturity. The Sponsors anticipate that the
bonds will appreciate by the end of the year to an amount equal in value to
approximately $0.90 per $1.00 unit after deduction of Portfolio expenses and
deferred sales charges.

A-2
<PAGE>
- ---------------------------------------------------

Defining Your Risks
- ---------------------------------------------------

The value of your units will fluctuate with the value of the call options and
U.S. Treasury zero coupon bonds held in the Portfolio. The value of the call
options could be affected by changes in the financial condition of the issuers
of the options and of the issuers of the Strategy Stocks themselves. The
obligations of the issuers of the call options are not collateralized or
otherwise secured. Accordingly, in the event of the failure by an issuer of a
call option to perform its obligations under a call option, the Portfolio will
be an unsecured creditor of that issuer.

The Strategy Stocks generally have lower prices and therefore higher yields
relative to the other stocks in the DJIA because they 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. Investing in these stocks is considered
contrarian in nature. The Strategy Stocks do not reflect any investment
recommendations of the Sponsors and one or more of the Strategy Stocks may, from
time to time, be subject to sell recommendations from one or more of the
Sponsors.

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 share
prices will not decline further during the life of the Portfolio or that the
Strategy Stocks will continue to be included in the DJIA.

The value of the U.S. Treasury zero coupon bonds could be affected by movements
in bond prices and short-term interest rates generally. However, the bonds' face
amount at maturity is backed by the full faith and credit of the U.S.
Government.

The Portfolio is designed for those investors who desire some protection from a
significant market correction with some upside participation if the domestic
equity markets continue to increase in price. The Portfolio is not an
appropriate investment for those who are not comfortable with or are unable or
unwilling to assume the risk involved with the Protected Strategy. While the
zero coupon bonds limit the risk of loss on your investment to approximately
$0.10 per unit (based on the initial public offering price excluding the initial
up-front sales charge), your ability to realize capital appreciation is limited
to approximately 60% of any appreciation in the aggregate market value of the
Strategy Stocks. While the call options relate to the 10 highest-yielding stocks
in the DJIA, the call options do not pass through any dividends payable on the
Strategy Stocks and the Portfolio will not receive any dividend income. The
Portfolio is therefore not appropriate for investors seeking any current income.

Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, any adverse financial condition of an
issuer of a Strategy Stock or any market movement in the price of a call option
or a Strategy Stock will not require the sale of a call option or any other
change in the Portfolio. The Strategy Stocks underlying the call options do not
change even though the market value and yields on the Strategy Stocks may have
changed or the Strategy Stocks may no longer be included in the DJIA.
- ---------------------------------------------------

Defining Your Investment
- ---------------------------------------------------

PUBLIC OFFERING PRICE PER 1,000 UNITS $1,010.00

The Public Offering Price as of February , 1997, the business day prior to the
initial date of deposit is based on the aggregate value of the underlying call
options and zero coupon bonds ($ ) 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 call options and zero coupon bonds are valued by the Trustee at
[ ] p.m. Eastern time on every business day.

SALES CHARGES

The total sales charge for this investment combines an initial up-front sales
charge payable by the investor and a deferred sales charge that will be deducted
monthly beginning , 1997 and thereafter on the 1st of each month
through , 1997 but paid to the Sponsors at the termination of the
Portfolio from a portion of the appreciation on the zero coupon bonds.

ROLLOVER OPTION

When this Portfolio is about to terminate, you may have the option to roll your
proceeds into the next series of the then current Protected Select Ten
Portfolio. If you hold your units with one of the Sponsors and notify your
financial adviser by January , 1998, your units will be redeemed and your
proceeds will be reinvested in units of a new Protected Select Ten
Portfolio--1998 Series. 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.

DISTRIBUTIONS

The Fund has no current income and pays no distributions until the termination
date. Fund expenses will be paid at the termination date from a portion of the
appreciation on the zero coupon bonds.

A-3
<PAGE>

TAXES

The Sponsors believe that an investor who uses the cash basis method of
accounting will generally not be required to recognize income on the zero coupon
bonds prior to a sale or maturity of the investor's pro rata share of the bonds.
Instead, a portion of the gain recognized by a cash-method investor on a sale of
units, or at the termination of the Portfolio, will be treated as 'acquisition
discount' that is taxable as ordinary income. Investors that are accrual method
taxpayers will be required to accrue 'acquisition discount' on the zero coupon
bonds on a current basis.

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.

TERMINATION DATE

The Portfolio will terminate by February , 1998. The final distribution will
be made within a reasonable time afterward. The 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 Portfolio will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units and a gain or a loss of $ on the initial deposit of
the securities (see Sponsors' and Underwriters' Portfolio in Part B).

A-4
<PAGE>
- ---------------------------------------------------
Defining Your Costs
- ---------------------------------------------------

SALES CHARGE

First-time investors pay a 1% sales charge when they buy. In addition, a
deferred sales charge of $1.75 per 1,000 units will be deducted 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 Protected Select Ten
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 Net
Amount Amount per
Invested 1,000 Units
----------- -----------
Maximum Initial Sales
Charge 1.00% $ 10.00
Deferred Sales Charge
per Year 1.75% 17.50
----------- -----------
2.75% $ 27.50
----------- -----------
----------- -----------

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a %
of Net Amount per
Assets 1,000 Units
----------- -----------
Trustee's Fee% $
Portfolio Supervision,
Bookkeeping and
Administrative Fees% $
Organizational Expenses% $
Other Operating
Expenses% $
----------- -----------
TOTAL% $

Expenses will be paid at the termination of the Portfolio from a portion of the
appreciation on the zero coupon bonds. These estimates do not include the costs
of purchasing and selling the call options or the bonds.

This 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.

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
$ $ $ $

Although each Series 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 is rolled over each year into a new
Series subject only to the deferred sales charge and fund expenses.

The example assumes reinvestment of all distributions and uses a 5% annual rate
of return as mandated by SEC regulations applicable to mutual funds.

Reductions to the repurchase and cash redemption prices in the secondary market
to recoup the costs of liquidating securities to meet redemption (described
below) have not been reflected. 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.

REDEEMING OR SELLING YOUR INVESTMENT

You may redeem your units or sell your units at any time prior to the
termination of the Portfolio. Your price will be based on the then current net
asset value. The redemption and secondary market repurchase price as of
was $ per 1,000 units ($ 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 the Portfolio ($17.50
initially) as well as the estimated costs of liquidating securities to meet the
redemption, currently estimated at $0. per 1,000 units. If you sell your units
before the termination of the Portfolio, you will pay the remaining balance of
the deferred sales charge. If you reinvest in the new Series, you will pay your
share of any brokerage commissions on the sale of underlying securities when
your units are liquidated during the rollover.

A-5
<PAGE>
- --------------------------------------------------------------------------------
<TABLE><CAPTION>
Defined Portfolio
- --------------------------------------------------------------------------------
EIF
Protected Select Ten Portfolio--1997 February , 1997
Defined Asset Funds
The Portfolio consists of the following:
Call Options:
PERCENT-
EXERCISE AGE OF COST TO
NAME OF ISSUER DATE(1) FUND(2) FUND(3)
- ------------------------------------------------------- ---------------- ---------- --------------
<S> <C> <C> <C>
1.%
2.
3.
----------
13.00%
----------
----------
</TABLE>

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

The call options cover the following Strategy Stocks:

NUMBER OF SHARES CURRENT
UNDERLYING EACH TICKER DIVIDEND
NAME OF ISSUER(4) OPTION SYMBOL YIELD(5)
- ------------------------------------ ------------------- ------- --------------
<S> <C> <C> <C>
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

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

Zero Coupon Bonds:

PERCENT-
AGE OF COST TO
NAME OF ISSUER FUND(2) FUND(3)
- ------------------------------------------- --------- --------------
87%
</TABLE>

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

(1) The Trustee will seek to sell the call options to third party purchasers at
least five business days before their respective exercise dates.

(2) Based on Cost to Fund.

(3) Valuation by the Trustee at the evaluation time on February , 1997.

(4) Any of the Sponsors may have acted as underwriters, managers or co-managers
of a public offering of Strategy Stocks during the last three years.
Affiliates of the Sponsors may serve as specialists in Strategy Stocks 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
Strategy Stocks. 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.

(5) Current Dividend Yield for each security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend received on the security and
dividing the result by its market value as of the close of trading on
February , 1997.

A-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of EIF--Protected Select Ten Portfolio--1997,
Defined Asset Funds (the 'Fund'):

We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Fund as of February , 1997. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.

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

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of February ,
1997 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
February , 1997

STATEMENT OF CONDITION AS OF FEBRUARY , 1997

TRUST PROPERTY

Investments--Contracts to purchase Securities(1).........$
Organizational Costs(2)..................................
--------------------
Total............................................$
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2).................................$
--------------------
Subtotal
--------------------
Interest of Holders of Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)...................................$
Gross underwriting commissions(5)...................... ()
--------------------
Subtotal
--------------------
Total............................................$
--------------------
--------------------

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

(1) Aggregate cost to the Fund of the securities listed under Defined
Portfolio determined by the Trustee at 4:00 p.m., Eastern time on February ,
1997. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by , in
the amount of $ and deposited with the Trustee. The amount of the
letter of credit includes $ 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 $ million. To the
extent the Fund is larger or smaller, the estimate 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 this statement of
condition, the number of Units offered on 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 value
of the underlying securities at 4:00 p.m., Eastern time on February , 1997.

(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the net amount invested. A deferred sales charge of $1.75 per 1,000 Units per
month is payable on , 1997 and thereafter on the 1st day of each month
through . Distributions will be made to an account maintained by
the Trustee from which the deferred sales charge obligation of the investors to
the Sponsors will be satisfied. If units are redeemed prior to ,
the remaining portion of the distribution applicable to such units will be
transferred to such account on the redemption date.

A-7
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EIF PROTECTED SELECT TEN PORTFOLIO
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS OF 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............................... 3
How to Buy Units........................... 5
How to Redeem or Sell Units................ 5
Income and Distributions................... 7
Portfolio Expenses......................... 7

PAGE
----
Taxes...................................... 8
Records and Reports........................ 10
Trust Indenture............................ 10
Miscellaneous.............................. 11
Exchange Option............................ 13
Supplemental Information................... 13

FUND DESCRIPTION

THE PROTECTED STRATEGY

The Fund seeks to provide both capital appreciation and protection against a
significant loss of capital through an investment in call options on common
stocks and zero coupon bonds. As of the initial date of deposit, the call
options represent approximately 13% and the zero coupon bonds represents
approximately 87% of the value of the Portfolio.

THE PROTECTED STRATEGY. The Fund seeks capital appreciation by following a
simple strategy: investing in the ten highest dividend yielding stocks in the
Dow Jones Industrial Average* as of the date indicated in Part A, and holding
them for about one year. Because issuers of DJIA stocks are highly capitalized,
established companies, they are generally able to survive adverse developments.
The Fund applies this Strategy by investing in call options on the Strategy
Stocks. The call options permit the Fund to realize a portion of the capital
appreciation, if any, on the Strategy Stocks underlying the options. In
addition, the Protected Strategy provides protection from a significant market
correction through investment in zero coupon bonds which appreciate in value
over the life of the Fund. The Fund 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.

THE DOW JONES INDUSTRIAL AVERAGE. The first DJIA, consisting of 12 stocks,
was published in The Wall Street Journal in 1896. The Dow Jones Industrial
Average includes some of the most well-known, widely followed and highly
capitalized companies in America. These companies are major factors in their
industries. These companies file information with the SEC which is available
free of charge upon request from the Trustee.
- --------------

1
<PAGE>

LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ----------------------------------------------------------------------
Allied Chemical Allied Signal
American Can J.P. Morgan & Co.
American Smelting Minnesota Mining & Manufacturing
American Sugar Du Pont
American Tobbaco Eastman Kodak
Atlantic Refining Goodyear
Bethlehem Steel Bethlehem Steel
Chrysler IBM
General Electric General Electric
General Motors General Motors
General Railway Signal McDonald's
Goodrich Chevron
International Harvester Caterpillar
International Nickel Boeing
Mack Trucks Merck
Nash Motors Procter & Gamble
North American American Express
Paramount Publix International Paper
Postum, Inc. Philip Morris
Radio Corporation of America (RCA) United Technologies
Sears Roebuck Sears Roebuck
Standard Oil of New Jersey Exxon
Texas Corporation Texaco
Texas Gulf Sulphur Coca-Cola
Union Carbide Union Carbide
United States Steel Walt Disney
Victor Talking Machine AT&T
Westinghouse Electric Westinghouse Electric
Woolworth Woolworth
Wright Aeronautical Aluminum Co. of America

THE CALL OPTIONS. The Fund seeks capital appreciation through the
acquisition of call options on the Strategy Stocks. The call options have been
issued by financial institutions whose long-term debt obligations are rated at
least [ ] by [ ]. The call options will expire approximately [ ] days
after the Portfolio's termination. Although the call options are of the
'American style' so that the Trustee may at any time exercise the options, the
Sponsors anticipate that they will direct the Trustee to sell the call options
to third-party purchasers prior to the Portfolio's termination. The call options
will deliver approximately 60% of the aggregate appreciation in the value of the
Strategy Stocks. The call options do not pass through any dividends payable on
the Strategy Stocks. As a result, the options are priced lower than comparable
investments that do account for dividends.

THE ZERO COUPON BONDS. The zero coupon bonds are designed to ensure that
unit holders will always receive at the termination of the Portfolio at least
$0.90 per unit -- i.e., any loss that may be suffered by unitholders will be
limited to $0.10 per unit (based on the initial public offering price excluding
the initial up-front sales charge). The bonds were purchased at a discount and
do not make any payments of interest before maturity. The Fund only has the
right to receive a fixed payment at the bonds' maturity.

2
<PAGE>
THE STRATEGY STOCKS

The call options provide a right to purchase the ten common stocks in the
DJIA having the highest dividend yields as of the date indicated in Part A.
'Highest dividend yield' is calculated for each Strategy Stock by annualizing
the last quarterly or semi-annual ordinary dividend distributed on the Strategy
Stock and dividing the result by its closing sales price. Since the Portfolio
does not hold the actual stocks, it will not receive, nor will the value of the
call option reflect, any dividends paid by the underlying stocks.

The Strategy selection process is a straightforward, objective, mathematical
application that ignores any subjective factors concerning an issuer in the
DJIA, an industry or the economy generally. The options may relate to a stock
that the Sponsors do not recommend for purchase and, in fact, the Sponsors may
have sell recommendations on a number of the Strategy Stocks at the time options
are issued. Various theories attempt to explain why a common stock is among the
ten highest yielding stocks in the DJIA 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
and international economic developments; or the market may be anticipating a
reduction in or the elimination of the issuer'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
relatively high dividends.

The deposit of the call options and the zero coupon bonds (together, the
'Securities') in the Fund on the initial date of deposit established a
proportionate relationship based on the face amount of the bonds and the number
of shares of each Strategy Stock underlying the call options. During the 90-day
period following the initial date 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 their
proportionate relationship at the end of the initial 90-day period. The ability
to acquire each Security at the same time will generally depend upon its
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 investment 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 any associated
brokerage fees will be an expense of the Portfolio. To minimize the risk of
price fluctuations purchasing Securities, the Portfolio will try to purchase
Securities as close to the Evaluation Time or at prices as close to the
evaluated prices as possible.

Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. Of course, the Portfolio will change somewhat over
time as Securities are sold or call options exercised to meet Unit redemptions
or in other limited circumstances.

PORTFOLIO SUPERVISION

The 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 the Portfolio is regularly reviewed, because of the
Strategy, the Portfolio is unlikely to sell any of the call options or zero
coupon bonds or exercise any of the call options other than to satisfy
redemptions of units. More specifically, except for an adverse development
affecting the issuer of a call option, adverse developments concerning a decline
in the value of the option, adverse developments concerning a bond, or adverse
developments concerning a Strategy Stock including the adverse financial
condition of the issuer of a Strategy Stock, 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 call options
or zero coupon bonds detrimental to the interest of investors, will generally
not cause the Fund to dispose of a call option or bond. Furthermore, the
Strategy Stocks underlying the options do not change even if a Strategy Stock
ceases to be included among the ten highest-dividend yielding stocks in the DJIA
or is deleted from the DJIA.

RISK FACTORS

An investment in the Fund entails certain risks, including the risk that the
value of your investment will decline if the value of the call options decrease
due to the impaired financial condition of the issuers of the call options or
the Strategy Stocks or a decline in the general condition of the stock market.
The obligations of the issuers of the call options are not collateralized or
otherwise secured. Accordingly, in the event of the failure by an issuer of a
call option to perform its obligations, the Portfolio will be an unsecured

3
<PAGE>

creditor of that issuer. 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. Equity
markets can be affected by 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.

The trading prices of the call options will be directly affected by the
trading prices of the Strategy Stocks. The market for the call options is likely
to influence and be influenced by the market for Strategy Stocks. For example,
the prices of Strategy Stocks could be depressed by investors' anticipation of
the potential distribution into the market of substantial amounts of Strategy
Stocks on the termination date and by hedging or arbitrage activity that may
develop involving the call options and the Strategy Stocks. The Sponsors believe
that there should be a readily available market among institutional investors
for the call options in the event it is necessary to sell the options to meet
redemptions of units.

The Fund seeks to provide protection against a significant loss of capital
by investing in the zero coupon bonds. The zero coupon bonds pay no income until
maturity. The sale of units before the zero coupon bonds' maturity at a time
when interest rates have increased would involve greater market risk than
investment in a fund holding comparable debt obligations which pay interest
currently.

The Strategy Stocks may be concentrated in one or more of types of issuers.
Concentration may involve additional risk because of the decreased
diversification of economic, financial and market risks. Set forth below is a
brief description of certain risks associated with the Strategy Stocks.
Additional information is contained in the Information Supplement which is
available from the Trustee at no charge to the investor.

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
the Fund, although pending litigation may have a material adverse effect on the
value of the Strategy Stocks and, consequently, the call options. 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 call options or
zero coupon bonds in the Portfolio, the issuers of the call options or the
issuers of the Strategy Stocks. Changing approaches to regulation, particularly
with respect to the environment or with respect to the petroleum or tobacco
industry, may have a negative impact on certain companies represented in the
Strategy Stocks. There can be no assurance that future litigation, legislation,
regulation or deregulation will not have a material adverse effect on the
Portfolio or will not impair the ability of the issuers of the Strategy Stocks
or the call options to achieve their business goals.

LIFE OF THE FUND; FUND TERMINATION

The size and composition of the 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. The Portfolio will be terminated no later than the
mandatory termination date specified in Part A of the Prospectus. It will
terminate earlier upon the disposition of the last Security or upon the consent
of investors holding 51% of the Units. The 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 the Portfolio early, which will likely be made following the rollover,
will be based on factors such as the size of the Portfolio 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 dispose of any Securities remaining in the Portfolio. 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.

4
<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 net amount invested by an
investor 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 net amount invested:

APPLICABLE SALES CHARGE
(GROSS UNDERWRITING
PROFIT)
-------------------------

AS % OF NET
AMOUNT PURCHASED AMOUNT INVESTED
- ----------------------------------------- -------------------------
Less than $50,000........................ 2.75%
$50,000 to $99,999....................... 2.50
$100,000 to $249,999..................... 2.00
$250,000 to $2,499,999................... 1.75
$2,500,000 or more....................... 1.00

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 but that rather a portion of the appreciation on the zero coupon bonds
will be used to pay that amount. Investors will be at risk for market price
fluctuations in the zero coupon bonds from the several installment accrual dates
to the dates of actual sale of bonds to satisfy this liability.

Employees of certain Sponsors and Sponsor affiliates, non-employee directors
of Merrill Lynch & Co. Inc. and holders of outstanding Select Ten Portfolio
units 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. Neither the Sponsors
nor the Trustee guarantee the enforceability, marketability or price of any
Securities. The value of the call options, which have no readily ascertainable
market value, will be determined in good faith by the Trustee.

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 less any
uncollected sales charge. 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.

5
<PAGE>

REDEEMING UNITS

You can always redeem your Units for net asset value less any uncollected
sales charge. 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 (any 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, 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.

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 are being sold
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 Securities in the Portfolio.

Any investor owning Units representing Securities with a value of at least
$250,000 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. Generally, subject to applicable
federal and state laws governing the transfer of restricted securities and all
other applicable legal restrictions, a portion of each Security (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
instructions of the investor. Any brokerage commissions 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.

SPONSORS' SECONDARY MARKET FOR UNITS

The Sponsors, while not obligated to do so, will buy back Units at net asset
value 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.

6
<PAGE>

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 Fund toward the purchase of units of a new Protected Select Ten
Portfolio--1998 Series (if available). The 1998 Series will invest in call
options on the ten highest yielding stocks in the Dow Jones Industrial Average
as of that time, as well as zero coupon bonds, and it is expected that the terms
of the 1998 Series, including this rollover feature, will be substantially the
same as those of the Fund.

A rollover of an investor's units is accomplished by the in-kind redemption
of his Units of the Fund 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 the 1998 Series at their net asset value.

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 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 Fund; however,
depending upon the extent of participation in the rollover, the aggregate size
of the Fund 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 Series 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.

INCOME AND DISTRIBUTIONS

The Fund has no current income, thus it pays no distributions until the
termination date. Deferred sales charges and expenses are paid from a portion of
the appreciation on the zero coupon bonds.

PORTFOLIO EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
estimated expenses do not include the brokerage commissions, if any, payable by
the Fund in purchasing and selling Securities. The Trustee's Fee shown in Part A
of this Prospectus assumes that the Portfolio will reach a size estimated by the
Sponsors and is based on a sliding fee scale that reduces the per 1,000 Units
Trustee's fee as the size of the Portfolio increases. The Trustee's annual fee
is payable at the Fund's termination. The Trustee also benefits when it holds
cash for the Fund 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 Fund 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 of $0.35 per 1,000 Units to
reimburse them for the cost of providing Portfolio supervisory services to the
Fund. While the fee may exceed their costs of providing these services to the
Fund, the total supervision fees from all Series of Equity Income 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 the Fund, currently estimated at
$0.10 per 1,000 Units. The Trustee's, Sponsors' and Evaluator's fees may be
adjusted for inflation without investors' approval.

7
<PAGE>
Expenses incurred in establishing the Fund, including the cost of the
initial preparation of documents relating to the Fund, 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 Fund and amortized over
the life of the Fund. Advertising and selling expenses will be paid from the
Underwriting Account at no charge to the Fund. 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

The following discussion addresses certain tax consequences of an investment
in Units that are held as capital assets and does not address the tax
consequences of an investment in Units by dealers, financial institutions,
insurance companies or other persons subject to special tax rules.

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

The Fund is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered to be the owner of a
pro rata portion of each asset in the Fund under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Code').

Except as discussed below, an investor who uses the cash basis method of
accounting will generally not be required to recognize income with respect
to the zero coupon bonds prior to a sale or maturity of the investor's pro
rata share of the zero coupon bonds. Instead, any gain recognized by the
investor on a sale, or on maturity, of the investor's pro rata share of the
zero coupon bonds (including a sale or redemption of Units for cash to the
extent that the gain is attributable to the zero coupon bonds) will be taxed
as ordinary income to the extent of the investor's ratable share (determined
on the basis of the number of days in the investor's holding period) of
'acquisition discount' on the zero coupon bonds. For this purpose,
'acquisition discount' is the excess of the stated redemption price at
maturity of the investor's pro rata share of the zero coupon bonds over the
investor's tax basis for his pro rata share of the zero coupon bonds and
thus includes both original issue discount and market discount.

A cash basis investor may elect to include currently in income
acquisition discount in respect of his pro rata share of the zero coupon
bonds. In addition, if on at least 90 days during any taxable year 20% or
more of the Units are held by investors that are not entitled to defer
recognition of the acquisition discount on the zero coupon bonds, all
investors will be required to include currently in income their pro rata
shares of acquisition discount. Investors that are accrual method taxpayers,
banks, regulated investment companies or common trust funds will be required
to include currently in income their pro rata shares of acquisition
discount. The basis of the investor's Units attributable to the zero coupon
bonds will be increased by the amount of acquisition discount included in
income.

An investor will recognize gain or loss (if any) when he sells or redeems
all or some of his Units for cash; when the Trust sells zero coupon bonds or
an interest in the call option; and at maturity of the zero coupon bonds.
The gain or loss will be capital gain or loss, except to the extent that it
is treated as acquisition discount in respect to the zero coupon bonds, as
discussed above.

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 noncorporate taxpayers. A capital gain or loss is long-term if
the asset is held for more than one year and short-term if the asset is 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 investors who have held their Units for less than a year
and a day at the time they sell or redeem their Units for cash (including in
connection with a rollover) or on the Mandatory Termination Date.

An investor's basis in his Units will equal the cost of his Units,
including the initial sales charge, plus the amount of acquisition discount
in respect of the zero coupon bonds that the investor includes in income. A
portion of the sales charge is deferred until the termination of the Fund or
the redemption of Units. The proceeds received by an 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 investors will be based upon
the amounts paid to them, net of the Deferred Sales Charge and the charge
for organizational expenses. Accordingly, investors should not increase
their basis in their Units by the Deferred Sales Charge amount or any amount
used to pay organizational expenses.

8
<PAGE>

An investor who borrows to finance his investment in Units may be subject
to various limitation on his ability to deduct interest on the debt. First,
for any period during which an investor does not include acquisition
discount with respect to the zero coupon bonds in income on a current basis,
interest expense allocable to the investor's pro rata share of the zero
coupon bonds will be deductible only to the extent that it exceeds the
acquisition discount that accrues during that period. Investors should
consult their own tax advisors with respect to the portion of their interest
expense that will be treated as allocable to their pro rata share of the
zero coupon bonds. In addition, Section 163(d) of the Code disallows a
noncorporate taxpayer's deduction for 'investment interest' in excess of
'net investment income,' as defined therein. This limitation may apply to
limit the deductibility of interest paid by a noncorporate investor on
indebtedness incurred to finance his investment in the Fund.

An individual investor who itemizes deductions will be entitled to deduct
his pro rata share of current ongoing expenses paid by the Fund only to the
extent that this amount, together with the investor's other miscellaneous
deductions, exceeds 2% of his adjusted gross income. In addition, the Code
further restricts the ability of an individual investor with an adjusted
gross income in excess of a specified amount (for 1996, $117,950 or $58,975
for a married persons filing a separate return) to dedcut his pro rata share
of Fund expenses.

Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and the income of the Fund will
be treated as the income of the investors in the same manner as for federal
income tax purposes.

The foregoing discussion summarizes only certain U.S. federal and New
York State and City income tax consequences of an investment in Units by
investors who are U.S. persons, as defined in the Code. Investor may be
subject to taxation in New York or in other jurisdictions and should consult
their own tax advisors in this regard.

* * * *

RETIREMENT PLANS

The 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 or tax-
deferred rollover treatment. Holders of Units in IRAs, Keogh plans and other
tax-deferred retirement plans should consult their plan custodian as to the
appropriate disposition of distributions. Investors considering participation in
any of these plans should review specific tax laws related thereto and should
consult their attorneys or tax advisors with respect to the establishment and
maintenance of any of these plans. These plans are offered by brokerage firms,
including the Sponsors 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 of the Fund 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 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; such investment must be made in cash.
However, the deductible amount an individual may contribute will be reduced if
the individual's adjusted gross income exceeds $25,000 (in the case of a single
individual), $40,000 (in the case of married individuals 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 cause all

9
<PAGE>

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.

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

The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
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.

Following the termination of the Fund, the Trustee sends each investor of
record a statement summarizing transactions in the Fund'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 Fund, among other matters. Fund 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

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

The 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). The
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 the Fund
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
Indenture 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.

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 Indenture contains customary
provisions limiting the liability of the Trustee.

10
<PAGE>

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 Statement of Condition in Part A of the Prospectus was 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.

TRUSTEE

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 New
York State banking authorities.

SPONSORS

The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; PaineWebber Incorporated, a wholly-owned
subsidiary of PaineWebber Group Inc.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America,
and Dean Witter Reynolds, Inc., a principal operating subsidiary of Dean Witter
Discover & Co. Each Sponsor, or one of its predecessor corporations, has acted
as Sponsor of a number of series of unit investment trusts. Each Sponsor has
acted as principal underwriter and managing underwriter of other investment
companies. The Sponsors, in addition to participating as members of various
selling groups or as agents of other investment companies, execute orders on
behalf of investment companies for the purchase and sale of securities of these
companies and sell securities to these companies in their capacities as brokers
or dealers in securities.

CODE OF ETHICS

The Agent for the Sponsors has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its personnel
who have access to information on Defined Asset Funds portfolio transactions.
The code is intended to prevent any act, practice or course of conduct which
would operate as a fraud or deceit on any Fund and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to the Funds.

PUBLIC DISTRIBUTION

During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above or to selected
dealers who are members of the National Association of Securities Dealers, Inc.
at a concession not in excess of the maximum sales charge. The Sponsors intend
to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc.. The Sponsors do not intend to
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.

UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will be entitled to receive sales
charges; each Underwriters' interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units.
The Sponsors also realize a profit or loss on deposit of the Securities equal to
the difference between the cost of the Securities to the Fund (based on the
aggregate value of the Securities on their date of deposit) and the purchase
price of the Securities to the Sponsors plus commissions payable by the
Sponsors. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Securities it deposits in the Fund which were acquired from
underwriting syndicates of which it was a member. During the initial offering
period, the Underwriting Account also may realize profits or sustain losses as a
result of fluctuations after the initial date of deposit in the Public Offering
Price of the Units. In maintaining a secondary market for Units, the Sponsors

11
<PAGE>

will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units and the prices at which they resell
these Units (which include the sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.

PERFORMANCE INFORMATION

The following chart shows the average annual compounded rate of return of
selected asset classes over the 10-year and 20-year periods ending September 30,
1996, compared to the rate of inflation over the same periods. Of course, this
chart represents past performance of these investments and is no guarantee of
future results, either of these categories or of any Defined Fund. Defined Funds
also have sales charges and expenses which are not reflected in the chart.

Stocks (S&P 500)
20 yr 14.27%
10 yr 14.96%

Small-company stocks
20 yr 18.42%
10 yr 12.68%

Long-term corporate bonds
20 yr 9.88%
10 yr 9.59%

U.S. Treasury bills (short-term)
20 yr 7.28%
10 yr 5.46%

Consumer Price Index
20 yr 5.16%
10 yr 3.64%
0 2 4 6 8 10 12 14 16 18 20 22

DEFINED ASSET FUNDS

For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement or regular current income consistent with the preservation of
principal. Unit investment trusts are particularly suited for investors who
prefer to seek long-term profits by purchasing and holding investments, rather
than through active trading. Few individuals have the knowledge, resources or
capital to buy and hold a diversified portfolio on their own; it would generally
take a considerable sum of money to obtain the breadth and diversity that
Defined Asset Funds offer. Your investment objectives may call for a combination
of Defined Asset Funds.

Defined Asset Funds reflect a buy and hold strategy that the Sponsors
believe can be more effective and less expensive than active management. This
strategy is premised on selection criteria and procedures, diversification and
regular monitoring by investment professionals. Various advertisements and sales
literature may summarize the results of economic studies concerning how stock
movement has tended to be concentrated and how longer-term investments can tend
to reduce risk.

One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different

12
<PAGE>
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Defined equity
funds offer growth potential and some protection against inflation.

EXCHANGE OPTION

You may exchange Fund Units for units of other Select Ten Portfolios subject
only to the remaining deferred sales charge on the units received. You may
exchange your units of any Select Ten Portfolio, of any other Defined Asset Fund
with a regular maximum sales charge of at least 3.50%, or of any unaffiliated
unit trust with a regular maximum sales charge of at least 2.70%, for Units of
this Fund at their relative net asset values, subject only to a reduced sales
charge, or to any remaining Deferred Sales Charge, as applicable.

To make an exchange, you should contact your financial professional to find
out what suitable exchange funds are available and to obtain a prospectus. You
may acquire units of only those exchange funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. Except for the reduced sales charge, an exchange is a taxable
event normally requiring recognition of any gain or loss on the units exchanged.
However, the Internal Revenue Service may seek to disallow a loss if the
portfolio of the units acquired is not materially different from the portfolio
of the units exchanged; you should consult your own tax advisor. If the proceeds
of units exchanged are insufficient to acquire a whole number of exchange fund
units, you may pay the difference in cash (not exceeding the price of a single
unit acquired).

As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.

SUPPLEMENTAL INFORMATION

Upon writing or calling the Trustee shown on the back cover of this
Prospectus, investors will receive without charge supplemental information about
the Fund, which has been filed with the SEC. The supplemental information
includes more detailed risk factor disclosure about the types of securities that
may be part of the Portfolio and general information about the structure and
operation of the Fund.

13
<PAGE>
Defined
Asset FundsSM

SPONSORS: EIF
Merrill Lynch, PROTECTED SELECT TEN PORTFOLIO-- 1997
Pierce, Fenner & Smith Incorporated
Defined Asset Funds This Prospectus does not contain all of the
P.O. Box 9051 information with respect to the investment
Princeton, NJ 08543-9051 company set forth in its registration
(609) 282-8500 statement and exhibits relating thereto which
Smith Barney Inc. have been filed with the Securities and
Unit Trust Department Exchange Commission, Washington, D.C. under
388 Greenwich Street--23rd Floor the Securities Act of 1933 and the Investment
New York, NY 10013 Company Act of 1940, and to which reference
(212) 816-4000 is hereby made. Copies of filed material can
PaineWebber Incorporated be obtained from the Public Reference Section
1200 Harbor Boulevard of the Commission, 450 Fifth Street, N.W.,
Weehawken, NJ 07087 Washington, D.C. 20549 at prescribed rates.
(201) 902-3000 The Commission also maintains a Web site that
Prudential Securities Incorporated contains information statements and other
One New York Plaza information regarding registrants such as
New York, NY 10292 Defined Asset Funds that file electronically
(212) 778-6164 with the Commission at http://www.sec.gov.
Dean Witter Reynolds Inc. ------------------------
Two World Trade Center--59th Floor No person is authorized to give any
New York, NY 10048 information or to make any representations
(212) 392-2222 with respect to this investment company not
TRUSTEE: contained in its registration statement and
The Chase Manhattan Bank related exhibits; and any information or
Customer Service Retail Department representation not contained therein must not
Bowling Green Station be relied upon as having been authorized.
P.O. Box 5187 ------------------------
New York, NY 10274-5187 When Units of this Fund are no longer
1-800-323-1508 available, or for investors who will reinvest
into subsequent series of Protected Select
Ten Portfolios, this Prospectus may be used
as a preliminary prospectus for a future
series; in which case investors should note
the following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer
solicitation or sale would be unlawful prior
to registration or qualification under the
securities laws of any such State.

-- /97

<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.

I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).

II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.

III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).

IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:

Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-7221
Smith Barney Inc. ................................ 8-8177
PaineWebber Incorporated.......................... 8-16267
Prudential Securities Incorporated................ 8-27154
Dean Witter Reynolds Inc. ........................ 8-14172

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

B. The Internal Revenue Service Employer Identification Numbers of the Sponsors
and Trustee are as follows:

Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Smith Barney Inc. ................................ 13-1912900
Prudential Securities Incorporated................ 22-2347336
Dean Witter Reynolds Inc. ........................ 94-0899825
PaineWebber Incorporated ......................... 13-2638166
The Chase Manhattan Bank, Trustee................. 13-4994650

UNDERTAKING
The Sponsors undertake that they will not make any amendment to the Supplement
to this Registration Statement which includes material changes without
submitting the amendment for Staff review prior to distribution.

II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet of Form S-6.

The Cross-Reference Sheet (incorporated by reference from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).

The Prospectus.

Additional Information not included in the Prospectus (Part II).

The following exhibits:

*1.1 --Form of Trust Indenture.
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
*3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
*5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten
Portfolio, 1996 International Series B (United Kingdom and Japan
Portfolios), 1933 Act File No. 333-00593).

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

* To be filed by amendment.

R-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 4TH DAY OF
FEBRUARY, 1997.

SIGNATURES APPEAR ON PAGE R-3, R-4, R-5, R-6 AND R-7.

A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

A majority of the members of the Board of Directors of Smith Barney Inc. has
signed this Registration Statement or Amendment to the Registration Statement
pursuant to Powers of Attorney authorizing the person signing this Registration
Statement or Amendment to the Registration Statement to do so on behalf of such
members.

A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.

A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 33-43466

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By DANIEL C. TYLER
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)

R-3
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753, 33-55073
and 333-10441

STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT H. LESSIN
WILLIAM J. MILLS, II
MICHAEL B. PANITCH
PAUL UNDERWOOD

By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)

R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors Number: 33-55073
of PaineWebber Incorporated:

DONALD B. MARRON
JOSEPH J. GRANO, JR.
By
ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)

R-5
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Prudential Act File Number: 33-41631
Securities
Incorporated:

ALAN D. HOGAN
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons listed above)

R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085 and
Reynolds Inc.: 333-13039

RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)

R-7