EQUITY INCOME FUND CONCEPT SERIES 27 DEFINED ASSET FUNDS
S-6EL24, 1997-01-13
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1997
                                        REGISTRATION NO. 333-
==============================================================================
 
                      SECURITIES AND EXCHANGE COMMISSION
 
                           WASHINGTON, D. C. 20549
                               _______________
 
                                   FORM S-6
                               _______________
 
                  FOR REGISTRATION UNDER THE SECURITIES ACT
                   OF 1933 OF SECURITIES OF UNIT INVESTMENT
                       TRUSTS REGISTERED ON FORM N-8B-2
                               _______________
 
A.  EXACT NAME OF TRUST:
 
                             EQUITY INCOME FUND
                             CONCEPT SERIES-27
                             DEFINED ASSET FUNDS
 
B.  NAMES OF DEPOSITORS:
 
              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                              SMITH BARNEY INC.
                           PAINEWEBBER INCORPORATED
                      PRUDENTIAL SECURITIES INCORPORATED
                          DEAN WITTER REYNOLDS INC.
 
C.  COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
 
MERRILL LYNCH, PIERCE, FENNER & SMITH                SMITH BARNEY INC.
           INCORPORATED                            388 GREENWICH STREET
       DEFINED ASSET FUNDS                              23RD FLOOR
          P.O. BOX 9051                            NEW YORK, N.Y. 10013
    PRINCETON, N.J. 08543-9051
 
 
 PRUDENTIAL SECURITIES      DEAN WITTER REYNOLDS     PAINEWEBBER INCORPORATED
      INCORPORATED                   INC.           1285 AVE. OF THE AMERICAS
   ONE NEW YORK PLAZA     TWO WORLD TRADE CENTER--     NEW YORK, N.Y. 10019
 NEW YORK, N.Y.  10292           59TH FLOOR
                            NEW YORK, N.Y. 10048
 
 
D.  NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
 
   TERESA KONCICK, ESQ.       DOUGLAS LOWE, ESQ.          LEE B. SPENCER, JR.
       P.O BOX 9051           130 LIBERTY STREET--        ONE NEW YORK PLAZA
PRINCETON, N.J. 08543-9051       29TH FLOOR              NEW YORK, N.Y. 10292
                             NEW YORK, N. Y. 10006
 
                                                            COPIES TO
   LAURIE HESSLEIN          ROBERT E. HOLLEY      PIERRE DE SAINT PHALLE, ESQ.
 388 GREENWICH STREET  1285 AVENUE OF THE AMERICAS     450 LEXINGTON AVENUE
 NEW YORK, N.Y. 10013     NEW YORK, N.Y. 10019         NEW YORK, N.Y. 10017
 
E.  TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
 
 An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
      promulgated under the Investment Company Act of 1940, as amended.
 
 
F.  PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC  OF  THE  SECURITIES  BEING
    REGISTERED:
 
                                  Indefinite
 
G.  AMOUNT OF FILING FEE:
 
                                not applicable
 
H.  APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
 
 As soon as practicable after the acquisition and deposit of the underlying
obligations.

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

 
 
                                   PART II
 
           ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS
 
     A.  The following information relating to the Depositors is
incorporated by reference to the SEC filings indicated and made a part of
this Registration Statement.
                                                           SEC FILE OR
                                                        IDENTIFICATION NO.
                                                        __________________
 
I.  Bonding Arrangements and Date of Organization of the Depositors filed
    pursuant to Items A and B of Part II of the Registration Statement on
    Form S-6 under the Securities Act of 1933:
 
         Merrill Lynch, Pierce, Fenner & Smith Incorporated       2-52691
         Smith Barney Inc.                                       33-29106
         PaineWebber Incorporated                                 2-87965
         Prudential Securities Incorporated                       2-61418
         Dean Witter Reynolds Inc.                                2-60599
 
II. Information as to Officers and Directors of the Depositors filed
    pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1
    of the Securities Exchange Act of 1934:
 
         Merrill Lynch, Pierce, Fenner & Smith Incorporated        8-7221
         Smith Barney Inc.                                         8-8177
         PaineWebber Incorporated                                 8-16267
         Prudential Securities Incorporated                       8-27154
         Dean Witter Reynolds Inc.                                8-14172
 
 
III. Charter documents of the Depositors filed as Exhibits to the
     Registration Statement on Form S-6 under the Securities Act of 1933
     (Charter, By-Laws):
 
         Merrill Lynch, Pierce, Fenner & Smith
           Incorporated                                  2-73866, 2-77549
         Smith Barney Inc.                                       33-20499
         PaineWebber Incorporated                        2-87965, 2-87965
         Prudential Securities Incorporated                       2-52947
         Dean Witter Reynolds Inc.                       2-60599, 2-86941
 
     B.  The Internal Revenue Service Employer Identification Numbers of
the Sponsors and Trustee are as follows:
 
         Merrill Lynch, Pierce, Fenner & Smith Incorporated    13-5674085
         Smith Barney Inc.                                     13-1912900
         PaineWebber Incorporated                              13-2638166
         Prudential Securities Incorporated                    22-2347336
         Dean Witter Reynolds Inc.                             94-0899825
         The Chase Manhattan Bank                              13-4994650

 
 
                                     II-1

 
     Final prospectuses from the following Series of Defined
Asset Funds-Equity Income Fund (all of which are incorporated herein by
reference) may be used as preliminary prospectuses for this Series:
EIF CS Health Care Trust 2 DAF (Reg. No. 33-53669); EIF Blue Chip Stock
Series 3 Premier American Portfolio DAF (Reg. No. 33-61155); EIF
Tele-Global Trust 2 DAF (Reg. No. 33-62265).


                      CONTENTS OF REGISTRATION STATEMENT
 
 THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:
 
 The facing sheet of Form S-6.  The Cross-Reference Sheet (incorporated by
   reference to the Cross-Reference Sheet to the Registration Statement of
   the Equity Income Fund, Sixth Utility Common Stock Series, 1933 Act File
   No. 2-86836).
 The Prospectus.
 Additional Information not included in the Prospectus (Part II).
 *Consent of independent public accountants.
 
 The following exhibits:
 
      *1.1 --  Form of Trust Indenture.

      1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
               October 21, 1993 (incorporated by reference to Exhibit 1.1.1
               to the Registration Statement of Municipal Investment Trust
               Fund, Multistate-48, Defined Asset Funds, 1933 Act File No.
               33-50247).

      1.2   -- Form of Master Agreement Among Underwriters (incorporated by
               reference to Exhibit 1.2 to the Registration Statement
               of The Corporate Income Fund, One Hundred Ninety-Fourth
               Monthly Payment Series, 1933 Act File No. 2-90925).

      2.1   -- Form of Certificate of Beneficial Interest (included in
               Exhibit 1.1.1).

     *3.1   -- Opinion of counsel as to the legality of the securities being
               issued including their consent to the use of their
               names under the heading "Miscellaneous--Legal Opinion''
               in the Prospectus.

      9.1   -- Information Supplement (incorporated by reference to
               Exhibit 9.1 to the Registration Statement of Municipal
               Investment Trust Fund, Equity Income Fund, Select Ten
               Portfolio 1996 International Series B (United Kingdom
               and Japan Portfolios), 1033 Act File No. 333-00593).
 
__________
 
  * To be filed with Amendment to Registration Statement.
 
 
                                     R-1

 
                                  SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON
THE 13TH DAY OF JANUARY, 1997.
 
 
            Signatures appear on pages R-3, R-4, R-5, R-6 and R-7.
 
     A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement
or Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to
the Registration Statement to do so on behalf of such members.

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

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

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

     A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration
Statement or Amendment to the Registration Statement pursuant to Powers of
Attorney authorizing the person signing this Registration Statement or
Amendment to the Registration Statement to do so on behalf of such members.
 
 
                                     R-2

 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
               DEPOSITOR
 
 
By the following persons, who constitute a        Powers of Attorney have been
   majority of the Board of Directors of          filed under Form SE and
   Merrill Lynch, Pierce, Fenner & Smith          the following 1933 Act
   Incorporated:                                  File Number: 33-43466
 
       HERBERT M. ALLISON, JR.
       BARRY S. FRIEDBERG
       EDWARD L. GOLDBERG
       STEPHEN L. HAMMERMAN
       JEROME P. KENNEY
       DAVID H. KOMANSKY
       DANIEL T. NAPOLI
       THOMAS H. PATRICK
       JOHN L. STEFFENS
       DANIEL P. TULLY
       ROGER M. VASEY
       ARTHUR H. ZEIKEL
 
 
 
 
 
 
 
 
       By  DANIEL C. TYLER
          (As authorized signatory for
          Merrill Lynch, Pierce, Fenner & Smith Incorporated
          and Attorney-in-fact for the persons listed above)
 
 
                                     R-3


   SMITH BARNEY INC.
      DEPOSITOR
 
 
   By the following persons,                Powers of Attorney have
      who constitute a majority of             been filed under the
      the Board of Directors of                1933 Act File
      Smith Barney Inc.:                       Numbers: 33-49753
                                               and 33-51607

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


       By  GINA LEMON
          (As authorized signatory for
          Smith Barney Inc. and
          Attorney-in-fact for the persons listed above)
 
 
                                     R-4

 
   PAINEWEBBER INCORPORATED
      DEPOSITOR
 
 
 
   By the following persons, who                Powers of Attorney have
      constitute a majority of the                been filed under
      Executive Committee of the                  Form SE and the
      Board of Directors of                       following 1933 Act
      PaineWebber Incorporated:                   File Number: 33-55073
 
              JOSEPH J. GRANO, JR.
              DONALD B. MARRON
 
              By  ROBERT E. HOLLEY
                 (As authorized signatory for
                 PaineWebber Incorporated and
                 Attorney-in-fact for the persons listed above)
 
 
                                     R-5

 
   PRUDENTIAL SECURITIES INCORPORATED
          DEPOSITOR
 
 
   By the following persons,                Powers of Attorney have been
      who constitute a majority of            filed under Form SE and
      the Executive Committee of              the following 1933 Act
      the Board of Directors of               File Number: 33-41631
      Prudential Securities Incorporated:
 
 
       ALAN D. HOGAN
       GEORGE A. MURRAY
       LELAND B. PATON
       HARDWICK SIMMONS
 
 
 
 
       By  RICHARD R. HOFFMANN
          (As authorized signatory for
          Prudential Securities Incorporated
          and Attorney-in-fact for the persons listed above)

 
                                     R-6


   DEAN WITTER REYNOLDS INC.
          DEPOSITOR
 
 
 
   By the following persons,         Powers of Attorney have been
      who constitute a majority of     filed under Form SE and
      the Board of Directors of        the following 1933 Act
      Dean Witter Reynolds Inc.:       File Number: 33-17085
 
          CHARLES A. FIUMEFREDDO
          JAMES F. HIGGINS
          STEPHEN R. MILLER
          PHILIP J. PURCELL
          THOMAS C. SCHNEIDER
          WILLIAM B. SMITH
 
 
 
 
          By  MICHAEL D. BROWNE
             (As authorized signatory for
             Dean Witter Reynolds Inc. and
             Attorney-in-fact for the persons listed above)


                                    R-7




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