EQUITY INCOME FUND SEL TEN PORT 1997 INTL SR D HK PORT DEF, 497, 1997-10-07

EQUITY INCOME FUND SEL TEN PORT 1997 INTL SR D HK PORT DEF
497, 1997-10-07

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DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------

EQUITY INVESTOR FUND The objective of this Defined Portfolios is total
SELECT TEN PORTFOLIO return through a combination of capital
1997 INTERNATIONAL appreciation and current dividend income.
SERIES D The common stocks in the Portfolio were selected
HONG KONG PORTFOLIO by following a strategy that invests for a period
(UNIT INVESTMENT TRUST) of about one year in the ten common stocks in the
- ------------------------------Hang Seng Index having the highest dividend yields
/ / DESIGNED FOR TOTAL RETURN two business days prior to the date of this
/ / DEFINED PORTFOLIOS OF 10 Prospectus.
HIGHEST DIVIDEND The Portfolio may be considered speculative and
YIELDING INDEX STOCKS therefore may be appropriate only for those
/ / SEMI-ANNUAL DIVIDEND investors able and willing to assume higher price
INCOME risk and volatility and currency fluctuations. The
Portfolio should be considered a vehicle 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 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 Hong Kong dollars on October
3, 1997.
Minimum purchase: $250.

-------------------------------------------------
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 October 3, 1997.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Def ined 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
- ----------------------------------------------------------------
This Select Ten Portfolio follows a simple, time-tested Strategy: buy
approximately equal amounts of the ten highest dividend-yielding stocks of the
Hang Seng Index* and hold them for about one year. At the end of the year, the
Portfolio will be liquidated and the Strategy reapplied to the Hang Seng 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. The 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 at a
reduced sales charge. The Sponsors reserve the right not to offer new
portfolios.
- ------------
* The publisher of this Index 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 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 Portfolio does not reflect any investment recommendations
of the Sponsors. The Sponsors anticipate that the 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 Portfolio
- ----------------------------------------------------------------
Investing in the Portfolio, rather than in only one or two of the Hang Seng
Strategy Stocks, is a way to diversify your investment. Based upon the principal
business of each issuer and current market values, the following industries are
represented in the Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Real Estate/Properties 50%
/ / Airline 10
/ / Publishing 10
/ / Telecommunications 10
/ / Transportation 10
/ / Utilities 10
The Hong Kong Portfolio is concentrated in Real Estate and Property stocks, and
all of the stocks represent Hong Kong issuers. Investors should note that Hong
Kong reverted to Chinese sovereignty on July 1, 1997. Events subsequent to the
handover may adversely affect real estate or property values or the market value
of Hong Kong stocks generally. (See Risk Factors in Part B.)
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
The Hang Seng Strategy Stocks, as the 10 highest dividend yielding stocks in the
Hang Seng Index, generally share attributes that have caused them to have lower
prices or higher yields relative to the other stocks in the Hang Seng Index. 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 Hang Seng Strategy Stocks are
chosen solely by application of the Strategy to determine the highest-yielding
Hang Seng Index stocks. The Portfolio does not reflect any investment
recommendations of the Sponsors and one or more of the stocks in the Portfolio
may, from time to time, be subject to sell recommendations from one or more of
the Sponsors.
A-2
<PAGE>
Hong Kong reverted to the sovereignty of The People's Republic of China
('China') on July 1, 1997. The Sponsors are unable to predict the level of
market liquidity or volatility which may prevail subsequent to the handover.
While China has committed to preserve for 50 years the economic and social
freedoms currently enjoyed in Hong Kong, there can be no assurance that China
will abide by its commitment. (See Risk Factors in Part B.)
The Portfolio is not an appropriate investment for those who are not comfortable
with the Strategy. The Portfolio may not be appropriate for investors seeking
either preservation of capital or high current income, nor would the Portfolio
be appropriate for investors unable or unwilling to assume the increased risks
of higher price volatility associated with investments in international
equities. The Portfolio should be considered as a vehicle for investing a
portion of an investor's assets in foreign securities and not as a complete
equity investment program.
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 the Portfolio, or that the Strategy
Stocks will continue to be included in the Hang Seng Index. Investors should
note that the composition of the Hang Seng Index may change with greater
frequency than comparable United States stock indexes and that a Strategy Stock
that is deleted from the Hang Seng Index or delisted from the Hong Kong Stock
Exchange may suffer a significant decrease in liquidity or price deteroration.
The Hang Seng Strategy Stocks and the Select Ten Hong Kong Portfolios have
underperformed the Hang Seng Index since 1993 and there can be no assurance that
this underperformance will not continue, that any Portfolio will outperform the
Index over its one-year life, or that the Strategy will not lose money over
consecutive annual periods.
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolio,
movements in stock prices generally and in currency exchange rates, the impact
of purchase and sale of securities for the Portfolio (especially during the
primary offering period of units and during the rollover period) and other
factors. Also, the return on an investment in the 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 Portfolio is 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 the Portfolio. Although the Sponsors may instruct the Trustee to
sell securities under certain limited circumstances, given the investment
philosophy of the Portfolio, the Sponsors are not likely to do so. The Portfolio
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 Hang Seng Index.
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00
The Public Offering Price as of October 3, 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 at 3:30 a.m. New York Time for the Hong Kong Stock Exchange.
SALES CHARGES
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of a Portfolio monthly beginning November 16, 1997 and thereafter on the
1st of each month through August 1, 1998.
A-3
<PAGE>
ROLLOVER OPTION
When this Select Ten International Hong Kong Portfolio is 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 consultant by October 7, 1998, your units will be
redeemed and your proceeds will be reinvested in units of a new Select Ten
International Hong Kong 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.
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.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the 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 the
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.
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 and the charge
for organizational expenses. 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 the Portfolio. (See U.S. Taxation in Part B.)
TERMINATION DATE
The Portfolio will terminate by October 30, 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 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.
Loss to the Sponsors on deposit of the Securities was $1,468.35. (See Defined
Portfolio; Sponsors' and Underwriters' Profits in Part B.)
- ----------------------------------------------------------------
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 you buy and the
remaining $990 is invested in the Hang Seng 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 the 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 Amount per
Offering Price 1,000 Units
--------------- --------------
Initial Sales Charge 1.00% $ 10.00
Deferred Sales Charge per Year 1.75 17.50
--------------- --------------
Maximum Sales Charge 2.75% $ 27.50
--------------- --------------
--------------- --------------
Maximum Sales Charge Imposed Per
Year on Reinvested Dividends 1.225% $ 12.25

ESTIMATED ANNUAL OPERATING EXPENSES

AS A % OF AMOUNT PER
NET ASSETS 1,000 UNITS
----------------- --------------
Trustee's Fee .088% $ 0.87
Portfolio Supervision,
Bookkeeping and Administrative
Fees .045% $ 0.45
Organizational Expenses .175% $ 1.73
Other Operating Expenses .123% $ 1.22
----------------- --------------
TOTAL .431% $ 4.27

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.
A-4
<PAGE>
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 $78 $127 $261

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 Portfolio 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. The estimated reductions to the repurchase and
cash redemption prices in the secondary market to recoup the costs of
liquidating securities to meet redemption shown below have not been reflected.
SELLING YOUR INVESTMENT
You may sell or redeem 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 October 3, 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 the 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 costs of
liquidating securities to meet the redemption, currently estimated at $5.08 per
1,000 units. If you reinvest in the 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-5
<PAGE>
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Defined Hong Kong Portfolio
- --------------------------------------------------------------------------------
Equity Investor Fund
Select Ten Portfolio 1997 International Series D October 3, 1997
Hong Kong Portfolio

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

1. Amoy Properties Ltd. 10.24% 5.50% $ 1.105 $ 34,257.46
2. Hang Lung Development Co., Ltd. 10.12 5.12 1.881 33,850.33
3. Cathay Pacific Airways Ltd. 9.73 5.05 1.357 32,570.76
4. Hysan Development Company, Ltd. 9.81 5.02 2.986 32,842.19
5. Shun Tak Holdings Ltd. 9.69 4.87 0.624 32,428.59
6. Henderson Investment Ltd. 9.79 4.85 1.092 32,764.64
7. Henderson Land Development
Company, Ltd. 10.35 4.67 8.660 34,638.75
8. Hong Kong Electric Holdings Ltd. 10.19 4.37 3.787 34,082.98
9. South China Morning Post
(Hldgs.) Ltd. 9.59 4.35 0.892 32,105.47
10. Hong Kong Telecommunications
Ltd. 10.49 4.16 2.372 35,101.46
----------------- -----------------
100.00% $ 334,642.63
----------------- -----------------
----------------- -----------------
</TABLE>

- ------------------------------------
(1) Based on Cost to Fund 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 October 3, 1997.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on October 3, 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.
------------------------------------
The securities were acquired on October 3, 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 Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund 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 Fund. 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 Hong Kong Portfolios
- --------------------------------------------------------------------------------
Select Ten Hong Kong 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 five of
these Series. The table also shows the Average Annual Total Return and the
Cumulative Total Return for these five 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.

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

1994 1/5/94-2/3/95 2.75% -45.93% -43.18%
1995 1/9/95-2/23/96 5.18 31.56 36.74
1996 1/22/96-2/28/97 3.60 4.43 8.03
Average Annual
Total Return(4) 1/5/94-9/30/97 -- -- -4.25
Cumulative
Total Return 1/5/94-9/30/97 -- -- -- -15.00%*
SERIES B
- -------------------------
1996 4/23/96-6/13/97 4.89 1.19 6.08
Average Annual
Total Return(4) 4/23/96-9/30/97 -- -- 3.23
Cumulative
Total Return 4/23/96-9/30/97 -- -- -- 4.68%*
SERIES C
- -------------------------
1993 6/21/93-7/22/94 4.66 12.72 17.38
1994 5/9/94-6/16/95 4.52 -10.86 -6.34
1995** 5/10/95-6/28/96 4.27 13.86 18.13
1996 5/20/96-6/27/97 4.29 5.41 9.70
Average Annual
Total Return(4) 6/21/93-9/30/97 -- -- 6.66
Cumulative
Total Return 6/21/93-9/30/97 -- -- -- 31.75%*
SERIES D
- -------------------------
1993 9/28/93-10/28/94 5.03 2.29 7.32
1994 9/7/94-10/13/95 4.46 -29.71 -25.25
1995*** 9/12/95-10/31/96 4.80 15.88 20.68
Average Annual
Total Return(4) 9/28/93-9/30/97 -- -- 2.78
Cumulative
Total Return 9/28/93-9/30/97 -- -- -- 11.64%*
SERIES 3
- -------------------------
1996 7/22/96-8/29/97 4.41 -2.28 2.13
Average Annual
Total Return(4) 7/22/96-9/30/97 -- -- 5.53
Cumulative
Total Return 7/22/96-9/30/97 -- -- -- 6.63%*
</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.
** 1995 Series B rolled into 1996 Series C.
*** 1995 Series C rolled into 1996 Series D.
A-7
<PAGE>
- --------------------------------------------------------------------------------
Hypothetical Strategy Stock Performance Information
- --------------------------------------------------------------------------------
Select Ten Hong Kong Portfolios are based on a strategy of investing equal
amounts in the 10 highest dividend-yielding stocks ('Strategy Stocks') in the
Hang Seng Index each year. Although the Strategy Stocks underperformed the Hang
Seng Index in 9 of the last 19 years (10 years if Portfolio sales charges and
expenses were deducted from Strategy Stock performance), their total return over
the entire period outperformed the Hang Seng Index. This is why the Sponsors
recommend following the Strategy for at least three to five years. Only the
average annualized total return figures at the bottom of each column reflect
reinvestment of dividends (at the end of each year). The results below are
hypothetical for the following reasons: None of these figures reflects 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 Hong Kong 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 Hong Kong Portfolio. In addition, the Hang Seng Index is weighted by
market capitalization while the Portfolio stocks are more or less equally
weighted. While the Hong Kong dollar exchange rate has been pegged to the U.S.
dollar since 1983, there can no assurance that this arrangement will continue in
the future.
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>
HANG SENG STRATEGY STOCKS(1) HANG SENG INDEX*
--------------------------------------------------------------- ---------------------------------------------
YEAR APPRECIATION(2) ACTUAL DIVIDEND YIELD(3) TOTAL RETURN(4) APPRECIATION(2) ACTUAL DIVIDEND YIELD(3)
- --------- ---------------- --------------------------- ---------------- ---------------- ---------------------------
<S> <C> <C> <C> <C> <C>
1978 19.82% 8.22% 28.04% 17.83% 5.68%
1979 72.63 9.65 82.28 72.27 6.06
1980 34.03 7.37 41.40 61.60 4.23
1981 -10.94 7.08 -3.86 -13.75 2.68
1982 -46.13 7.16 -38.97 -51.24 3.45
1983 -15.40 7.92 -7.48 -6.92 6.03
1984 53.82 11.50 65.32 36.45 6.09
1985 40.25 7.27 47.52 46.33 4.77
1986 54.50 5.99 60.49 46.90 4.26
1987 -2.15 5.18 3.03 -10.06 3.33
1988 28.02 6.02 34.04 16.07 4.53
1989 2.66 6.75 9.41 5.55 4.64
1990 -1.93 8.04 6.11 6.71 5.28
1991 40.07 8.44 48.51 42.41 5.84
1992 32.08 6.86 38.94 28.87 4.76
1993 100.80 6.19 106.99 116.14 4.97
1994 -34.93 3.48 -31.45 -31.22 2.39
1995 10.25 5.86 16.11 23.03 3.92
1996 23.19 4.63 27.82 33.52 4.21
1997 2.75 2.97 5.72 11.82 2.19
through
9/30/97

YEAR TOTAL RETURN(4)
- --------- ----------------
<S> <C>
1978 23.51%
1979 78.33
1980 65.83
1981 -11.07
1982 -47.79
1983 -0.89
1984 42.54
1985 51.10
1986 51.16
1987 -6.73
1988 20.60
1989 10.19
1990 11.99
1991 48.25
1992 33.63
1993 121.11
1994 -28.83
1995 26.95
1996 37.73
1997 14.01
through
9/30/97

</TABLE>

- ------------------------------------
* 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 Hang Seng Strategy Stocks for any given year were selected by ranking
the dividend yields for each of the stocks in the Hang Seng 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 Hong
Kong Stock Exchange.
(2) Appreciation for the Hang Seng 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 Hang Seng Index
is calculated by subtracting the opening value of the Hang Seng Index on the
first trading day in each year from the closing value of the Hang Seng Index
on the last trading day in the period, and dividing the result by the
opening value of the Hang Seng Index on the first trading day in that year.
(3) Actual Dividend Yield for the Hang Seng Strategy Stocks is calculated by
adding the total dividends received on the stocks in the year and dividing
the result by the market value of the stocks on the first trading day in
that year. Actual Dividend Yield for the Hang Seng Index is calculated by
taking the total dividends credited to the Hang Seng Index and dividing the
result by the opening value of the Hang Seng 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>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Equity Investor Fund, Select Ten Portfolio
1997 International Series D Hong Kong Portfolio, Defined Asset Funds (the
'Fund'):
We have audited the accompanying statement of condition and the related
portfolio included in the prospectus of the Fund as of October 3, 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 the 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 October 3, 1997
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
October 3, 1997
STATEMENT OF CONDITION AS OF OCTOBER 3, 1997

TRUST PROPERTY
Investments--Contracts to purchase Securities(1).........$ 334,642.63
Organizational Costs(2).................................. 155,700.00
--------------------
Total..........................................$ 490,342.63
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2) $ 155,700.00
--------------------
Subtotal $ 155,700.00
--------------------
Interest of Holders of 338,022 Units of fractional
undivided interest outstanding(3):
Cost to investors(4)...................................$ 338,022.00
Gross underwriting commissions(5)...................... (3,379.37)
--------------------
Subtotal............................................$ 334,642.63
--------------------
Total..........................................$ 490,342.63
--------------------
--------------------

- ---------------
(1) Aggregate cost to the Fund of the securities listed under Defined
Hong Kong Portfolio based on the U.S. dollar offer side value of the relevant
exchange rate determined by the Trustee at the evaluation time on October 3,
1997. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by DBS Bank, New York Branch, in the
amount of $336,110.98 and deposited with the Trustee. The amount of the letter
of credit includes $334,642.63 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 $90 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 this statement of
condition, the number of Units offered on the business 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 October 3, 1997.
(5) Assumes the maximum initial 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 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
August 1, 1998, the remaining portion of the distribution applicable to such
units will be transferred to such account on the redemption date.
A-9
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND SELECT TEN PORTFOLIO--INTERNATIONAL SERIES
HONG KONG PORTFOLIO
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.......................................... 3
How to Buy Units...................................... 7
How to Redeem or Sell Units........................... 8
Income, Distributions and Reinvestment................ 10
Portfolio Expenses.................................... 11
PAGE
---------
Taxes................................................. 11
Records and Reports................................... 14
Trust Indenture....................................... 14
Miscellaneous......................................... 15
Exchange Option....................................... 17
Supplemental Information.............................. 17

FUND DESCRIPTION
THE STRATEGY
Simple strategies can sometimes be the most effective. The Fund seeks total
return by acquiring the ten highest yielding stocks in the Hang Seng Index, as
of the date indicated in Part A, after giving effect to any forthcoming changes
to the 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 stocks offers greater
diversification. There is only one investment decision and two semi-annual
dividends. Investment in a number of companies with high dividends relative to
their stock prices is designed to increase the Portfolio's potential for higher
total returns. The Portfolio's return will consist of a combination of capital
appreciation and current dividend income. The 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 Hang Seng Index. The Hang Seng Index, first published in 1969, is a
recognized indicator of stock market performance in Hong Kong. It is computed on
an arithmetic basis, weighted by market capitalization, and represents
approximately 70% of the total market capitalization of stocks listed on the
Hong Kong Exchange. The companies represented are among the most highly
capitalized in Hong Kong. Index stocks include companies intended to represent
four major market sectors; commerce and industry, finance, properties and
utilities. The following are the stocks currently represented in the Hang Seng
Index.
1
<PAGE>
Amoy Properties Ltd.
The Bank of East Asia Ltd.
Cathay Pacific Airways Ltd.
Cheung Kong (Holdings) Ltd.
Cheung Kong Infrastructure
Holdings Ltd.
The China Light & Power
Company Ltd.
China Resources Enterprises Ltd.
Citic Pacific Ltd.
First Pacific Company Ltd.
Great Eagle Holdings Ltd.
Guangdong Investment Ltd.
Hang Lung Development
Company Ltd.
Hang Seng Bank Ltd.
Henderson Investment Ltd.
Hendersen Land Development
Company Ltd.
Hong Kong Electric
(Holdings) Ltd.
The Hong Kong and China
Gas Company Ltd.
The Hong Kong and Shanghai
Hotels Ltd.
Hong Kong Telecommunications
Ltd.
Hopewell Holdings Ltd.
HSBC Holdings PLC
Hutchison Whampoa Ltd.
Hysan Development Company Ltd.
New World Development Company
Ltd.
Shangri-La Asia Ltd.
Shun Tak Holdings Limited
Sino Land Company Ltd.
South China Morning Post
(Holdings) Ltd.
Sun Hung Kai Properties Ltd.
Swire Pacific Ltd. (A)
Television Broadcasts Ltd.
The Wharf (Holdings) Ltd.
Wheelock and Company Ltd.
PORTFOLIO SELECTION
The Fund consists of ten common stocks in the Hang Seng Index having the
highest dividend yield as of the date 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 does the Portfolio 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 the 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 the 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 an 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 the Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security in the Portfolio. 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 the proportionate relationship among the number
of shares of each Security in the 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, the 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 Hong Kong Exchange. The Portfolio may also enter into program trades with
unaffiliated broker/dealers, which could have the effect of increasing brokerage
commissions while reducing market risk.
2
<PAGE>
Because the Portfolio in a 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 purchased upon creation of additional
Units, as Securities are sold 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 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 the Portfolio to dispose of a Security or cease buying it.
Furthermore, the 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 Hang Seng Index or even its deletion
from that Index.
RISK FACTORS
An investment in the 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
withholding taxes, 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.
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 economy of Hong Kong and the value of any Securities held by the
Portfolio.
Hong Kong. The Portfolio contains common stocks of companies trading on the
Hong Kong Stock Exchange. Hong Kong, which had been a colony of Great Britain
since the 1840's, reverted to the sovereignty of The People's Republic of China
('China') on July 1, 1997. Under British rule, the Hong Kong government
generally followed a laissez-faire policy towards industry, and over the ten
year period between 1983 and 1993, Real Gross Domestic Product increased at an
average annual rate of approximately 6%. There are no major import, export or
foreign exchange restrictions, and regulation of business is generally minimal
with certain exceptions, including regulated entry into certain sectors of the
economy.
In 1984, pursuant to a Joint Declaration with China, the United Kingdom
agreed to surrender sovereignty over Hong Kong to China in 1997. On July 1,
1997, Hong Kong became a special administrative region ('SAR') directly under
the authority of the central government of China. The political principle
underlying the 1984 Joint Declaration was 'one country, two systems.' Hong
Kong's new constitution is the Basic Law (promulgated by China in 1990), which
binds the executive, legislative and judicial branches of the SAR government and
provides a framework in which the legal system operating in Hong Kong prior to
the handover can continue.
The Basic Law provides, among other things, that the Hong Kong SAR will
exercise a high degree of autonomy, except in foreign and defence affairs, and
enjoy executive, legislative and independent judicial power. The Basic Law also
provides that the socialist system and policies shall not be practised in the
Hong Kong SAR, and that the previous capitalist system and way of life shall
remain unchanged for 50 years. In addition, the Basic Law provides that the
3
<PAGE>
laws previously in force in Hong Kong shall be maintained, except for any laws
that contravene the Basic Law, and subject to any amendment by the legislature
of the Hong Kong SAR. The Basic Law further provides that the Government of the
Hong Kong SAR shall provide an appropriate economic and legal environment for
the maintenance of the status of Hong Kong as an international financial center.
The power of interpretation of the Basic Law is vested in the Standing Committee
of the National People's Congress of China, although the courts of the Hong Kong
SAR may interpret the Basic Law in adjudicating cases before them, subject to
certain limitations. No assurance can be given as to the effect of the
resumption of Chinese sovereignty or the implementation or interpretation of the
Basic Law on Hong Kong or the Hong Kong stock market.
A constitutional reform package intended to broaden the basis of popular
representation in the Legislative Council was enacted in June 1994 in the face
of strong opposition from China. On March 24, 1996, the Preparatory Committee
appointed by China to oversee the transition to Chinese sovereignty voted to
disband the Legislative Council that was elected in September 1995 pursuant to
the Constitutional reform package immediately following the resumption of
Chinese sovereignty and to replace it with an appointed provisional legislature,
whose members were selected in December 1996 by a specially constituted
selection committee which also elected Tung Chee-hwa, a leading Hong Kong
businessman, to be the first Chief Executive of the Hong Kong SAR. In January
1997, the Preparatory Committee's legal sub-group proposed the modification or
repeal of approximately 25 laws, including portions of the Bill of Rights, which
it claimed were contrary to the Basic Law. On February 23, 1997, the Standing
Committee of the National People's Congress resolved that certain pieces of
legislation and parts of others, which had been earlier identified by the
Preparatory Committee as being in contravention of the Basic Law, would not be
adopted as laws of the Hong Kong SAR with effect from July 1, 1997. At a
ceremony held on July 1, 1997 in the hours immediately following the change in
sovereignty, Tung Chee-hwa was sworn in as Chief Executive and the provisional
legislature was sworn in as the Provisional Legislative Council of the Hong Kong
SAR. The Provisional Legislative Council immediately passed legislation
confirming bills passed by it prior to the handover including bills amending
certain legislation identified as being in contravention of the Basic Law. Also
at the ceremony, Tung Chee-hwa delivered a speech setting out certain policy
objectives for the new SAR Government. Among these were pledges to resolve the
housing needs of Hong Kong, to increase the production of new housing and to
clamp down on speculation in the property market. Market reaction to these
pledges in the days following the handover was mixed.
Following the handover, the SAR Government tabled a bill to suspend certain
legislation that was passed at the final sitting of the previous Legislative
Council just prior to the handover. The SAR Government also unveiled rules for
the first post-handover elections to the Legislative Council which would replace
the Provisional Legislative Council. These rules included a change to the
single-seat, single-vote system used in the 1995 elections to elect councillors
for geographical constituencies. Under the new rules, these councillors would be
returned by proportional representation.
A challenge to the legal system of the Hong Kong SAR arose soon after the
handover and the matter has been referred directly to the Court of Appeal, which
is scheduled to hear the case at the end of July 1997. The Court of Appeal will
have to decide, among other things, whether the laws in force before July 1,
1997 are still active, whether the Provisional Legislative Council is a validly
constituted body and whether it had the power to pass the legislation on July 1,
1997 referred to above.
It is possible that the outcome of these matters and the actions of the
Hong Kong SAR Government and other parties both in Hong Kong and abroad may
damage public confidence, increase market volatility or have an adverse effect
on the Hong Kong stock market. It should also be noted that, the government of
China has no procedures for the orderly succession of its leadership. The
Sponsors cannot predict what effect the death of certain members of the current
leadership, who are very aged, may have on the prices of the stocks in the Hong
Kong Portfolio. However, the death of paramount leader Denj Xiaoping in
February, 1997 did not have any immediate adverse effect on the therefore stock
market.
Hong Kong Exchange. The Stock Exchange of Hong Kong Ltd. (the 'Hong Kong
Stock Exchange'), with a total market capitalization as of July 31, 1997 of
approximately HKD 4,607,193.62 million, is the second largest stock market in
Asia, measured by market capitalization, behind that of Japan. As of that date,
622 companies and 1,485 securities (including ordinary shares, warrants and
other derivative instruments) were listed on the Hong Kong Exchange. The
Securities and Futures Commission exercises supervision of the securities,
financial investment and commodities futures industry.
The constituent stocks of the Hang Seng Index are subject to change, and
delisting of shares of any issuers may have an adverse impact on the performance
of the Portfolio, although delisting would not necessarily result in the
disposal of the stock of these companies, nor would it prevent the Portfolio
from purchasing such Securities in connection with the issuance of additional
Units or the purchase of additional Hong Kong Securities. Jardine Matheson
Holdings Ltd. and Jardine Strategic Holdings Ltd. delisted from the Hong Kong
Stock Exchange as of November 30, 1994 and three other Jardine affiliates
delisted as of February 28, 1995. These five Jardine companies represented
almost 10% of the total capitalization of the Hang Seng Index at that time.
4
<PAGE>
Volatility of the Hang Seng Index. Securities prices on the Hang Seng Index
can be highly volatile and are sensitive to developments in Hong Kong and China,
as well as other world markets. The following table demonstrates the volatility
of the Hang Seng Index in comparison to that of the Nikkei 225 Index, Financial
Times Industrial Ordinary Share Index (FT Index) and the Dow Jones Industrial
Average by showing for each index the number of trading days during the period
from January 1, 1989 through September 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
PERCENTAGE GAINS OR ----------------------------------------------------------------
LOSSES HANG SENG NIKKEI 225 FT DOW JONES
IN VALUE OF INDEX INDEX INDEX INDEX INDUSTRIAL AVERAGE
- ------------------------- ------------- ------------- ----------- ---------------------
<S> <C> <C> <C> <C>

1%....................... 757 763 355 439
2%....................... 261 275 54 43
3%....................... 96 106 13 12
</TABLE>

In 1989, the Hang Seng Index rose to 3,310 in May from its previous year-end
level of 2,687 but fell to 2,094 in early June following the events at Tiananmen
Square. The Hang Seng Index gradually climbed in subsequent months but fell by
181 points on October 13, 1989 (approximately 6.5%) following a substantial fall
in the U.S. stock markets, and at the year end closed at a level of 2,837. Also,
during 1994 the Hang Seng Index lost approximately 31% of its value. Previous
performance is no guarantee of future results; any index may display more or
less volatility in the future.
Hong Kong Real Estate and Property Companies. The Portfolio is considered
to be concentrated in common stocks of companies engaged in real estate asset
management, development, leasing, property sales and other related activities.
Many factors may have an adverse impact on the companies in this industry,
including economic recession, the cyclical nature of real estate markets,
competitive overbuilding, unusually adverse weather conditions, changing
demographics, changes in governmental regulations (including tax laws and
environmental, building, zoning and sales regulations), increases in real estate
taxes or costs of material and labor, the inability to secure performance
guarantees or insurance as required, the unavailability of investment capital
and the inability to obtain construction financing or mortgage loans at rates
acceptable to builders and purchasers of real estate.
Additionally, a number of Hong Kong real estate companies are now involved
in the purchase and development of real estate in China, especially in the
cities of Beijing, Shanghai, Guangzhou and Shenzen. The property market in a
number of these cities has experienced a rise in real estate prices for
residential and office space and construction costs and a growing supply of
residential and office space. The imposition of macro-economic controls in China
in July 1993 and the introduction of the Land Appreciation Tax in early 1994 may
also have affected the property market in China.
Currency 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. Since 1983, the Hong Kong dollar has been 'pegged' to the U.S. dollar
although there is no guarantee that the Hong Kong dollar will continue to be
pegged to the U.S. dollar in the future. If the Hong Kong dollar ceased to be
pegged to the U.S. dollar there could be an adverse effect on the value of the
Hong Kong Portfolio. Currencies are generally traded by leading international
commercial banks and institutional investors. From time to time, central banks
in a number of countries also are major buyers and sellers of foreign
currencies, mostly to prevent or reduce substantial exchange rate fluctuations.
5
<PAGE>
The following table shows fluctuations in the value of the Hong Kong dollar
relative to the U.S. dollar in the past 20 years.
CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

RANGE OF CHANGE IN
FLUCTUATIONS HONG KONG
HONG KONG DOLLAR/ DOLLAR/
PERIOD U.S. DOLLAR* U.S. DOLLAR**
- ----------- --------------------- ---------------
1977 4.717-4.618 1.24%
1978 4.840-4.601 -4.07
1979 5.243-4.739 -3.02
1980 5.211-4.784 -3.68
1981 6.155-5.125 -10.62
1982 6.940-5.662 -14.45
1983 8.750-6.472 -19.78
1984 7.990-7.775 -0.55
1985 7.860-7.722 0.15
1986 7.825-7.766 0.20
1987 7.814-7.750 0.58
1988 7.824-7.768 -0.81
1989 7.816-7.773 0.10
1990 7.817-7.754 0.09
1991 7.875-7.711 0.27
1992 7.777-7.723 0.44
1993 7.766-7.723 0.25
1994 7.753-7.730 -0.18
1995 7.768-7.730 0.04
1996 7.742-7.724 -0.01
1997 7.735-7.738 0.05
(through
9/30)

- ------------------
* DRI/McGrawHill.
** Ibbotson Associates.
The Trustee is required to conduct the Portfolio's foreign currency
conversions either on a spot (i.e., cash) or forward foreign exchange basis,
whichever will synchronize the currency conversions as exactly as practicable
with the settlement dates of the relevant foreign stock or with the dividend
distribution dates of the Portfolio, as the case may be. Foreign currency
conversions 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 conversions 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 the 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 the
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 the Portfolio and on the ability of the 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 the Portfolio, although pending litigation may have a material adverse effect
on the value of Securities in the Portfolio. In addition, at any time after the
initial date of deposit, litigation may be
6
<PAGE>
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Portfolio or the issuers of the Securities. Changing
approaches to regulation may have a negative impact on certain companies
represented in the Portfolio. 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 Securities
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. 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. 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 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.
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
AMOUNT PURCHASED OFFERING PRICE AMOUNT 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.
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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, the Hong
Kong Portfolio 'business day' shall also exclude the following Hong Kong
holidays in 1997: Lunar New Year's Day and the following day, the third day of
the Lunar New Year, Ching Ming Festival, Easter Monday, Queen's Birthday and the
following Monday, the first and second days of July, Tuen Ng Festival,
Sino-Japanese War Victory Day (18th August), National Day (1st October) and, the
second day of October, the day following Chinese Mid-Autumn Festival, Chung
Yeung Festival and the first weekday following Christmas Day. 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.
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.
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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.$250,000 or 10% of the net asset value of the
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.
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 may elect, by written notice to the Trustee
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 Select Ten Portfolio 1998 Hong Kong Portfolio (the
'New 1998 Hong Kong Portfolio') (if available). The New 1998 Hong Kong Portfolio
will invest in the ten highest yielding stocks of the Hang Seng Index as of that
time, and it is expected that the terms of the New 1998 Hong Kong Portfolio,
including this rollover feature, will be substantially the same as those of this
Portfolio.
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 the New 1998 Hong Kong Portfolio at its 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 the
New 1998 Hong Kong 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 Hong Kong Portfolio 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
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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 the New 1998 Hong
Kong Portfolio, those moneys may be uninvested for up to several days. For those
Securities in the Portfolio that will also be in the New 1998 Hong Kong
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 Hong Kong 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.
INCOME, DISTRIBUTIONS AND REINVESTMENT
INCOME AND DISTRIBUTIONS
The annual U.S. dollar income per Unit that is earned by the 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 the 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 Hong Kong dollars and converted into U.S. dollars at the current
exchange rate upon declaration of a semi-annual 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 the 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 the 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
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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. 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 fee as the size of the 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.
Expenses incurred in establishing the Portfolio, including the cost of the
initial preparation of documents relating to the Portfolio, 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 Portfolio and
amortized over the life of the Portfolio. Advertising and selling expenses will
be paid from the Underwriting Account at no charge to the Portfolio. 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
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 her tax advisor in this regard.
The following discussion relates only to U.S. Investors. Since the
Portfolio holds 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 Portfolio is not an association taxable as a corporation for federal
income tax purposes. Each U.S. Investor will be considered the owner of a
pro rata portion of each Security in the 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
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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 amounts 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 corporate U.S. Investor
will not qualify for the dividends-received deduction because the
dividends-received deduction is generally only available for dividends
received from domestic corporations.
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. The Code further
restricts 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 Portfolio 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 Fund. However,
deductions will be disallowed for such losses realized by U.S. Investors
who invest in a new 1998 Series ('rollover investor') 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. Any foreign currency gain or loss with
respect to an investment in the Portfolio will generally be treated as
ordinary income or loss.
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 the 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 Portfolio.
Under the income tax laws of the State and City of New York, the
Portfolio is not an association taxable as a corporation and the income of
the Portfolio 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.
* * * *
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At the termination of the 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.
HONG KONG TAXATION
The following discussion addresses only the Hong Kong tax consequences to
investors of Units in the Hong Kong Portfolio. The taxation of non-U.S.
investors in their own countries of residence as a result of their ownership,
sale, exchange or other disposition of Units in the Hong Kong Portfolio will be
governed by the internal tax laws of the countries of residence of the non-U.S.
investors. Accordingly, non-U.S. investors should consult their tax advisers in
this regard.
The Sponsors have been advised by Johnson Stokes & Master, the Sponsors'
special Hong Kong counsel, that the following summary accurately describes the
Hong Kong tax consequences under existing law to all investors of Units of the
Hong Kong Portfolio. This discussion is for general purposes only and assumes
that the investor is not carrying on a trade, profession or business in Hong
Kong and has no profits arising in or derived from Hong Kong in respect of the
carrying on of such trade, profession or business. Investors should consult
their tax advisers as to the Hong Kong tax consequences of ownership of the
Units of the Hong Kong Portfolio applicable to their particular circumstances.
Taxation of Dividends. Amounts in respect of dividends paid to investors of
Units of the Hong Kong Portfolio are not taxable in Hong Kong and therefore will
not be subject to the deduction of any withholding tax in Hong Kong.
Profits Tax. An investor of Units of the Hong Kong Portfolio (other than a
person carrying on a trade, profession or business in Hong Kong) will not be
subject to Hong Kong profits tax on any gain or profits made on the realization
or other disposal of his units.
Hong Kong Estate Duty. Units of the Hong Kong Portfolio should generally
not give rise to a liability to Hong Kong estate duty, if the value of the
property passing on the death of a deceased that is situated in Hong Kong does
not exceed HK$7 million. Prospective investors should consult their own tax
advisers in this regard.
RETIREMENT PLANS
This Series of Equity Investor 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. 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 advisors 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.
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 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
the 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
The 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 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 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.
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.
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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 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.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America;
Dean Witter Reynolds, Inc., a principal operating subsidiary of Morgan Stanley,
Dean Witter, Discover & Co., and PaineWebber Incorporated, a wholly-owned
subsidiary of PaineWebber Group Inc. 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. 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, which are listed on the back
cover of the Prospectus, 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
15
<PAGE>
deposit in the Public Offering Price of the Units. In maintaining a secondary
market for Units, the Sponsors 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
Total returns, average annualized returns or cumulative returns for various
periods of Strategy Stocks, the related index, the current or one or more prior
Select Ten Portfolios may be included from time to time in advertisements, sales
literature and reports to current or prospective investors. Total return shows
changes in Unit price during the period plus reinvestment of dividends and
capital gains, divided by the maximum public offering price. Average annualized
returns show the average return for stated periods of longer than a year.
Figures for actual Portfolios (but not Strategy Stocks or related index) reflect
deduction of all Portfolio expenses and unless otherwise stated the maximum
sales charge. No provision is made for any income taxes payable. Similar figures
may be given for Strategy Stocks and other Select Ten Portfolios applying the
Strategy to other indexes. Returns of Strategy Stocks of multiple Select Ten
Strategies may also be shown on a combined basis. Investors should bear in mind
that this represents past performance and is no assurance of future results of
the current or any future Portfolio. Advertisements and other material
distributed to prospective investors may include average annual total returns
(with dividends reinvested) of equity markets in major industrialized countries
over the last 10 years, as compiled by Morgan Stanley Capital International
Index.
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
market 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
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
16
<PAGE>
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. 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
a Portfolio, 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.
17
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Def ined
Asset FundsSM

SPONSORS AND UNDERWRITERS: EQUITY INVESTOR FUND
Merrill Lynch, SELECT TEN PORTFOLIO
Pierce, Fenner & Smith Incorporated1997 INTERNATIONAL SERIES D
Defined Asset Funds HONG KONG PORTFOLIO
P.O. Box 9051
Princeton, N.J. 08543-9051 This Prospectus does not contain all of the
(609) 282-8500 information with respect to the investment
Smith Barney Inc. company set forth in its registration
Unit Trust Department statement and exhibits relating thereto which
388 Greenwich Street--23rd Floor have been filed with the Securities and
New York, NY 10013 Exchange Commission, Washington, D.C. under
(212) 816-4000 the Securities Act of 1933 and the Investment
PaineWebber Incorporated Company Act of 1940, and to which reference
1200 Harbor Blvd. is hereby made. Copies of filed material can
Weehawken, N.J. 07087 be obtained from the Public Reference Section
(201) 902-3000 of the Commission, 450 Fifth Street, N.W.,
Prudential Securities Incorporated Washington, D.C. 20549 at prescribed rates.
One New York Plaza The Commission also maintains a Web site that
New York, N.Y. 10292 contains information statements and other
(212) 778-6164 information regarding registrants such as
Dean Witter Reynolds Inc. Defined Asset Funds that file electronically
Two World Trade Center--59th Floor with the Commission at http://www.sec.gov.
New York, N.Y. 10048 ------------------------------
(212) 392-2222 No person is authorized to give any
TRUSTEE: information or to make any representations
The Chase Manhattan Bank with respect to this investment company not
Customer Service Retail Department contained in its registration statement and
Bowling Green Station related exhibits; and any information or
P.O. Box 5187 representation not contained therein must not
New York, N.Y. 10274-5187 be relied upon as having been authorized.
1-800-323-1508 ------------------------------
When Units of this Fund are no longer
available and for investors who will reinvest
into subsequent International 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.

11332--10/97