EQUITY SECURITIES TRUST SERIES 9, S-6EL24, 1996-08-30

EQUITY SECURITIES TRUST SERIES 9
S-6EL24, 1996-08-30

Previous: UNITY FIRST ACQUISITION CORP, S-1, 1996-08-30

Next: PS FINANCIAL INC, S-1, 1996-08-30

As filed with the Securities and Exchange Commission on August 30, 1996

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM S-6

For Registration Under the Securities Act

of 1933 of Securities of Unit Investment

Trusts Registered on Form N-8B-2

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

A. EXACT NAME OF TRUST:

Equity Securities Trust, Series 9, Signature Series, Individual Investor's
America's Fastest Growing Companies(R) Trust II

B. NAME OF DEPOSITOR:

Reich & Tang Distributors L.P.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

Reich & Tang Distributors L.P.
600 Fifth Avenue
New York, New York 10020

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

COPY OF COMMENTS TO:

PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
Reich & Tang Distributors L.P. Battle Fowler LLP
600 Fifth Avenue 75 East 55th Street
New York, New York 10020 New York, New York 10022
(212) 856-6858

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Equity Securities Trust, Series 9,
Signature Series, Individual Investor's America's Fastest Growing
Companies(R) Trust II is being registered under the Securities Act of
1933 pursuant to Section 24(f) of the Investment Company Act of 1940,
as amended, and Rule 24f-2 thereunder.

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

REGISTERED:

Indefinite

G. AMOUNT OF FILING FEE:

$500 (as required by Rule 24f-2)

H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the
Registration Statement.

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

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

C/M: 11939.0009 397610.1

<PAGE>

Equity Securities Trust, Series 9, Signature Series, Individual Investor's
America's Fastest Growing Companies(R) Trust II

CROSS-REFERENCE SHEET

Pursuant to Rule 404 of Regulation C

Under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction as

to the Prospectus in Form S-6)
<TABLE>
<CAPTION>

Form N-8B-2 Form S-6

Item Number Heading in Prospectus

I. Organization And General Information

<S> <C>
1. (a) Name of trust............................................... Front cover of Prospectus
(b) Title of securities issued.................................. Front cover of Prospectus

2. Name and address of trustee...................................... The Trustee
3. Name and address of each depositor............................... The Sponsor
4. Name and address of principal underwriters....................... Distribution of Units
5. State of organization of trust................................... Organization
6. Execution and termination of trust agreement..................... Trust Agreement, Amendment and Termination
7. Changes of name.................................................. Not applicable
8. Fiscal year...................................................... Not applicable
9. Litigation....................................................... None
II. General Description of The Trust and Securities of the Trust

10. (a) Registered or bearer securities............................. Certificates

(b) Cumulative or distributive securities....................... Interest and Principal Distributions
(c) Redemption.................................................. Trustee Redemption
(d) Conversion, transfer, etc................................... Certificates, Sponsor's Repurchase, Trustee Redemption
(e) Periodic payment plan....................................... Not Applicable
(f) Voting rights............................................... Trust Agreement, Amendment and Termination
(g) Notice to certificateholders................................ Records, Portfolio, Substitution of Securities, Trust
Agreement, Amendment and Termination, The
Sponsor, The Trustee

(h) Consents required........................................... Trust Agreement, Amendment and Termination
(i) Other provisions............................................ Tax Status

11. Type of securities comprising units.............................. Objectives, Portfolio, Portfolio Summary
12. Certain information regarding periodic payment certificates...... Not Applicable
13. (a) Load, fees, expenses, etc................................... Summary of Essential Information, Public Offering
Price, Market for Units, Volume and Other Discounts,
Sponsor's Profits, Trust Expenses and Charges

(b) Certain information regarding periodic payment

certificates............................................ Not Applicable

-i-

C/M: 11939.0009 397610.1

<PAGE>

Form N-8B-2 Form S-6

Item Number Heading in Prospectus

(c) Certain percentages......................................... Summary of Essential Information, Public Offering
Price, Market for Units, Volume and Other Discounts

(d) Price differences........................................... Volume and Other Discounts, Distribution of Units
(e) Other loads, fees, expenses................................. Certificates

(f) Certain profits receivable by depositors, principal

underwriters, trustee or affiliated persons............. Sponsor's Profits, Portfolio Summary
(g) Ratio of annual charges to income........................... Not Applicable

14. Issuance of trust's securities................................... Organization, Certificates
15. Receipt and handling of payments from purchasers Organization
16. Acquisition and disposition of underlying securities............. Organization, Objectives, Portfolio, Portfolio
Supervision

17. Withdrawal or redemption......................................... Comparison of Public Offering Price, Sponsor's
Repurchase Price and Redemption Price, Sponsor's
Repurchase, Trustee Redemption
18. (a) Receipt, custody and disposition of income.................. Distributions, Dividend and Principal Distributions,
Portfolio Supervision

(b) Reinvestment of distributions............................... Not Applicable

(c) Reserves or special funds................................... Dividend and Principal Distributions
(d) Schedule of distributions................................... Not Applicable

19. Records, accounts and reports.................................... Records
20. Certain miscellaneous provisions of trust agreement

(a) Amendment................................................... Trust Agreement, Amendment and Termination
(b) Termination................................................. Trust Agreement, Amendment and Termination
(c) and (d) Trustee, removal and successor...................... The Trustee
(e) and (f) Depositor, removal and successor.................... The Sponsor
21. Loans to security holders........................................ Not Applicable

22. Limitations on liability......................................... The Sponsor, The Trustee, The Evaluator
23. Bonding arrangements............................................. Part II - Item A
24. Other material provisions of trust agreement..................... Not Applicable
III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor........................................ The Sponsor
26. Fees received by depositor....................................... Not Applicable
27. Business of depositor............................................ The Sponsor
28. Certain information as to officials and affiliated persons of
depositor..................................................... Not Applicable
29. Voting securities of depositor................................... Not Applicable
30. Persons controlling depositor.................................... Not Applicable
31. Payments by depositor for certain services
rendered to trust....................................... Not Applicable

-ii-

C/M: 11939.0009 397610.1

<PAGE>

Form N-8B-2 Form S-6

Item Number Heading in Prospectus

32. Payments by depositor for certain other services

rendered to trust............................................. Not Applicable
33. Remuneration of employees of depositor for certain services

rendered to trust............................................. Not Applicable
34. Remuneration of other persons for certain services

rendered to trust............................................. Not Applicable

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities by states..................... Distribution of Units
36. Suspension of sales of trust's securities........................ Not Applicable
37. Revocation of authority to distribute............................ None
38. (a) Method of distribution...................................... Distribution of Units
(b) Underwriting agreements..................................... Distribution of Units
(c) Selling agreements.......................................... Distribution of Units

39. (a) Organization of principal underwriters...................... The Sponsor
(b) N.A.S.D. membership of principal underwriters............... The Sponsor

40. Certain fees received by principal underwriters.................. The Sponsor
41. (a) Business of principal underwriters.......................... The Sponsor

(b) Branch offices of principal underwriters.................... The Sponsor
(c) Salesmen of principal underwriters.......................... The Sponsor

42. Ownership of trust's securities by certain persons............... Not Applicable
43. Certain brokerage commissions received by

principal underwriters.................................. Not Applicable

44. (a) Method of valuation......................................... Summary of Essential Information, Market for
Units,Offering Price, Accrued Interest, Volume and
Other Discounts, Distribution of Units, Comparison of
Public Offering Price, Sponsor's Repurchase Price and
Redemption Price, Sponsor's Repurchase, Trustee
Redemption
(b) Schedule as to offering price............................... Summary of Essential Information
(c) Variation in offering price to certain persons.............. Distribution of Units, Volume and Other Discounts

45. Suspension of redemption rights.................................. Not Applicable

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

Repurchase Price and Redemption Price, Sponsor's
Repurchase, Trustee Redemption

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of trustee........................... The Trustee

-iii-

C/M: 11939.0009 397610.1

<PAGE>

49. Fees and expenses of trustee..................................... Trust Expenses and Charges
50. Trustee's lien................................................... Trust Expenses and Charges

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's securities....................... None
VII. Policy of Registrant

52. (a) Provisions of trust agreement with respect to selection or

elimination of underlying securities.................... Objectives, Portfolio, Portfolio Supervision,
Substitution of Securities

(b) Transactions involving elimination of underlying

securities.............................................. Not Applicable
(c) Policy regarding substitution or elimination of underlying

securities.............................................. Submission of Securities
(d) Fundamental policy not otherwise covered.................... Not Applicable

53. Tax status of trust.............................................. Tax Status

VIII. Financial and Statistical Information

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

Subject to Completion Dated August 30, 1996

INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(R) TRUST II

EQUITY SECURITIES TRUST

SERIES 9

SIGNATURE SERIES, INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(R)

TRUST II

The Trust is a unit investment trust designated Equity Securities Trust, Series
9, Signature Series, Individual Investor's America's Fastest Growing
Companies(R) Trust II (the "Trust"). Investors will be able to purchase units
of the Trust upon the effectiveness of the registration statement relating to
the units of this Trust. The attached final prospectus for a previous series of
Equity Securities Trust, Signature Series, Individual Investor's America's
Fastest Growing Companies(R) Trust is hereby used as a preliminary prospectus
for this Series offering. The narrative information and structure of the final
prospectus for this Series will be substantially similar to the attached final
prospectus for a previous Series. Information with respect to pricing, the
number of units, dates and summary information regarding the characteristics of
securities to be deposited in this Series is not now available and will be
different since each Series has a unique portfolio. Accordingly, the material
found herein which reflects the particular characteristics of a previous Series
should not be taken as applicable to the portfolio of this Series and should be
considered only as a general description of this Series.

The Sponsor is Reich & Tang Distributors L.P. The objective of the Trust is to
seek to achieve capital appreciation. Neither the Sponsor nor the Portfolio
Consultant can give assurance that the Trust's objective can be achieved. The
Trust contains an underlying portfolio consisting primarily of common stock,
and contracts and funds for the purchase of such securities (collectively, the
"Securities"), which have been purchased by the Trust based upon the
recommendations of the portfolio consultant, I.I. Strategic Consultants, Inc.
(the "Portfolio Consultant"). The Trust is concentrated in the equity
securities of technology and science companies located within the United
States. The Trust will terminate approximately one year after the initial Date
of Deposit. It is not expected that there will be distributions of dividends
paid with respect to Units of the Trust. (See "Rights of
Certificateholders--Distributions" in Part B.) Minimum Purchase: 100 Units

Investors should contact account executives of the Sponsor or of any
underwriter who will be informed of the expected effective date of this Series
and who will be supplied with complete information with respect to such Series
on the day of and immediately prior to the effectiveness of the registration
statement relating to the units of this Series.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS

THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION

TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTUS PART A DATED ________________, 1996

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

-iv-

C/M: 11939.0009 397610.1
<PAGE>

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

[LOGO]

- --------------------------------------------------------------------------------
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(Registered) TRUST
- --------------------------------------------------------------------------------

EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES, INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING
COMPANIES(REGISTERED) TRUST

The Trust is a unit investment trust designated Equity Securities Trust, Series
7, Signature Series, Individual Investor's America's Fastest Growing
Companies(Registered) Trust (the 'Trust'). The Sponsor is Reich & Tang
Distributors L.P. The objective of the Trust is to seek to achieve capital
appreciation. Neither the Sponsor nor the Portfolio Consultant can give
assurance that the Trust's objective can be achieved. The Trust contains an
underlying portfolio consisting primarily of common stock, and contracts and
funds for the purchase of such securities (collectively, the 'Securities'),
which have been purchased by the Trust based upon the recommendations of the
portfolio consultant, I.I. Strategic Consultants, Inc. (the 'Portfolio
Consultant'). The Trust is concentrated in the equity securities of technology
and science companies located within the United States. The Trust will terminate
approximately one year after the initial Date of Deposit. It is not expected
that there will be distributions of dividends paid with respect to Units of
the Trust. (See 'Rights of Certificateholders--Distributions' in Part B.)
Minimum Purchase: 100 Units

This Prospectus consists of two parts. Part A contains the Summary of Essential
Information including descriptive material relating to the Trust and the
Statement of Condition of the Trust. Part B contains general information about
the Trust. Part A may not be distributed unless accompanied by Part B. Please
read and retain both parts of this Prospectus for future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

PROSPECTUS PART A DATED FEBRUARY 29, 1996

<PAGE>

SUMMARY OF ESSENTIAL INFORMATION AS OF FEBRUARY 28, 1996:*

<TABLE>
<S> <C>
DATE OF DEPOSIT: February 29, 1996
AGGREGATE VALUE OF SECURITIES**........... $198,955
AGGREGATE VALUE OF SECURITIES
PER 100 UNITS........................... $970.50
NUMBER OF UNITS........................... 20,500
FRACTIONAL UNDIVIDED INTEREST IN TRUST.... 1/20,500
PUBLIC OFFERING PRICE+
Aggregate Value of Securities in
Trust**............................... $198,955
Divided By 20,500 Units (times 100)..... $970.50
Plus Sales Charge of 2.95% of Public
Offering Price per 100 Units.......... $29.50
Public Offering Price per 100 Units++... $1,000.00
SPONSOR'S REPURCHASE PRICE AND REDEMPTION
PRICE PER 100 UNITS+++.................. $970.50
EXCESS OF PUBLIC OFFERING PRICE OVER
REDEMPTION PRICE PER 100 UNITS.......... $29.50
EVALUATION TIME: 4:00 p.m. New York Time.
MINIMUM INCOME OR PRINCIPAL DISTRIBUTION:
$1.00 per 100 Units
LIQUIDATION PERIOD: Beginning 60 days
prior to the Mandatory Termination Date.
</TABLE>

<TABLE>
<S> <C>
MINIMUM VALUE OF TRUST: The Trust may be terminated if
the value of the Trust is less than 40% of the
aggregate value of the Securities at the completion of
the Deposit Period.
MANDATORY TERMINATION DATE: The earlier of April 29,
1997 or the disposition of the last Security in the
Trust.
TRUSTEE: The Chase Manhattan Bank, N.A.
TRUSTEE'S ANNUAL FEE: $.86 per 100 Units outstanding
ESTIMATED ANNUAL ORGANIZATIONAL EXPENSES***: $.57 per
100 Units
ESTIMATED OFFERING COSTS***: $.43 per 100 Units
PORTFOLIO CONSULTANT: I.I. Strategic Consultants, Inc.
OTHER ANNUAL FEES AND EXPENSES: $.09 per 100 Units
outstanding
SPONSOR: Reich & Tang Distributors L.P.
SPONSOR'S ANNUAL SUPERVISORY FEE: Maximum of $.25 per
100 Units outstanding (see 'Trust Expenses and
Charges' in Part B).
RECORD DATE: First day of the last month of each
quarter.

<PAGE>

</TABLE>

- ------------------
* The business day prior to the initial Date of Deposit. The initial Date of
Deposit is the date on which the Trust Agreement was signed and the deposit of
Securities with the Trustee made.
** Includes accrued income receivable.
*** Although historically the sponsors of unit investment trusts ('UITs') have
paid all the costs of establishing such UITs, this Trust (and therefore the
Certificateholders) will bear all or a portion of its organizational costs. Such
organizational costs include: the cost of preparing and printing the
registration statement, the trust indenture and the closing documents; and the
initial audit of the Trust. Total organizational expenses will be amortized over
the life of the Trust. Offering costs, including the costs of registering
securities with the Securities and Exchange Commission and the states, will be
amortized over the term of the initial offering period, which may be between 30
and 90 days. See 'Trust Expenses' in Part B. Assumes the Trust will reach a size
of 10,000,000 Units as estimated by the Sponsor; organizational expenses and
offering costs per 100 Units will vary with the actual size of the Trust. If the
Trust does not reach this Unit level, the Estimated Organizational Expenses and
Offering Costs per 100 Units will be higher.
+ Per 100 Units.
++ On the initial Date of Deposit there will be no cash in the Income or
Principal Accounts. Anyone purchasing Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
+++ Any redemptions of over 2,500 Units may, upon request by a redeeming
Certificateholder, be made in kind. The Trustee will forward the distributed
securities to the Certificateholder's bank or broker-dealer account at The
Depository Trust Company in book-entry form. See 'Liquidity--Trustee Redemption'
in Part B.

DESCRIPTION OF PORTFOLIO:

Number of Issues: 72 (72 issuers)
Percent of Issues represented by the Sponsor's contracts to purchase: 100%
Expected settlement date: March 5, 1996
(NYSE 8.35%; AMEX 4.19%; Over the Counter 87.46%)
Percent of Issues representing Restricted Securities: 0%
Percent of Issues by Industry:

<TABLE>
<S> <C>
Air Defense.................................. 2.80%
Alarms....................................... 1.43%
Audio Visual Displays........................ 1.41%
Biotechnology................................ 5.58%
Building & Machinery......................... 1.36%
Business Services............................ 2.78%
Communication Equipment...................... 5.59%
Computer Equipment........................... 8.30%
Computer Network Equipment................... 6.94%
Computer Services............................ 5.52%

<PAGE>

Electronics.................................. 11.14%
Fabricated Products.......................... 1.37%
Health Equipment............................. 1.39%
Oil Services................................. 1.38%
Photographic & Video Software................ 1.39%
Publishing................................... 1.41%
Recreational Vehicles........................ 1.39%
Retail....................................... 2.78%
Rubber Fabrics............................... 1.44%
Scientific Instruments....................... 1.37%
Semiconductors............................... 13.89%
Software..................................... 11.08%
Tires........................................ 1.39%
Miscellaneous Goods.......................... 6.87%
-------
100.00%
-------
-------
</TABLE>

A-2

<PAGE>

PUBLIC OFFERING PRICE. The Public Offering Price per 100 Units of the Trust is
equal to the aggregate value of the underlying Securities (the price at which
they could be directly purchased by the public assuming they were available) in
the Trust divided by the number of Units outstanding times 100 plus a sales
charge of 2.95% of the Public Offering Price per 100 Units or 3.04% of the net
amount invested in Securities per 100 Units. The price of a single Unit, or any
multiple thereof, is calculated by dividing the Public Offering Price per 100
Units by 100 and multiplying by the number of Units. Any cash held by the Trust
will be added to the Public Offering Price. For additional information regarding
the Public Offering Price, repurchase and redemption of Units and other
essential information regarding the Trust, see the 'Summary of Essential
Information.' During the initial offering period orders involving at least 5,000
Units will be entitled to a volume discount from the Public Offering Price. The
Public Offering Price per Unit may vary on a daily basis in accordance with
fluctuations in the aggregate value of the underlying Securities and the price
to be paid by each investor will be computed as of the date the Units are
purchased. (See 'Public Offering' in Part B.)

DISTRIBUTIONS. It is not expected that there will be distributions of dividends
paid with respect to Units of the Trust. Dividend distributions, if any, will be
made on the fifteenth day of the last month of each quarter (the 'Quarterly
Distribution Date') to all Certificateholders of record on the first day of the
last month of each quarter (the 'Record Date'). (See 'Rights of
Certificateholders--Distributions' in Part B.)

MARKET FOR UNITS. The Sponsor, although not obligated to do so, intends to

<PAGE>

maintain a secondary market for the Units and to continuously offer to
repurchase the Units of the Trust both during and after the initial public
offering. The secondary market repurchase price will be based on the market
value of the Securities in the Trust portfolio and will be the same as the
redemption price. (See 'Liquidity--Sponsor Repurchase' for a description on how
the secondary market repurchase price will be determined.) If a market is not
maintained a Certificateholder will be able to redeem his Units with the Trustee
(see 'Liquidity--Trustee Redemption' in Part B). The price at which the
Securities may be sold to meet redemptions and the value of the Units will be
adversely affected if trading markets for the Securities are limited or absent.

TERMINATION. During the 60 day period prior to the Mandatory Termination Date
(the 'Liquidation Period'), Securities will begin to be sold in connection with
the termination of the Trust and all Securities will be sold by the Mandatory
Termination Date. The Sponsor will attempt to sell the Securities as quickly as
it can during the Liquidation Period without, in its judgment, materially
adversely affecting the market price of the Securities, but all of the
Securities will in any event be disposed of by the end of the Liquidation
Period. The Sponsor does not anticipate that the period will be longer than 60
days, and it could be as short as one day, depending on the liquidity of the
Securities being sold.

Certificateholders may elect one of the three options in receiving their
terminating distributions: (1) to receive their pro rata share of the underlying
Securities in-kind, if they own at least 2,500 units, (2) to receive cash upon
the liquidation of their pro rata share of the underlying Securities or (3)
subject to the receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, to invest the amount of cash they would have
received upon the liquidation of their pro rata share of the underlying
Securities in units of a future series of the Trust (if one is offered) at a
reduced sales charge. See 'Trust Administration--Trust Termination' in Part B
for a description of how to select a termination distribution option.
Certificateholders who have not chosen to receive distributions-in-kind will be
at risk to the extent that Securities are not sold; for this reason the Sponsor
will be inclined to sell the Securities in as short a period as it can without
materially adversely affecting the price of the Securities. Certificateholders
should consult their own tax advisers in this regard.

A-3
<PAGE>

RISK CONSIDERATIONS. An investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in the Securities
including for common stocks, the risk that the financial condition of the
issuers of the Securities may become impaired or that the general condition of
the stock market may worsen (both of which may contribute directly to a decrease
in the value of the Securities and thus in the value of the Units). The
technology, technology-related and science industries may be subject to greater
governmental regulation and companies in these industries may be subject to
risks of developing technologies and competitive pressures, all of which may
have a material adverse effect on these industries. Additionally, investors

<PAGE>

should consider the greater risk of the Fund's concentration versus the safety
that comes with a less concentrated portfolio and should compare returns
available on more diversified portfolios before making an investment decision.
The portfolio of the Trust is fixed and not 'managed' by the Sponsor or the
Portfolio Consultant. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination or to meet
redemptions, the amount realized upon the sale of the Securities may not be the
highest price attained by an individual Security during the life of the Trust.
The Sponsor cannot give any assurance that the business and investment
objectives of the issuers of the Securities will correspond with or in any way
meet the limited term objective of the Trust. (See 'Risk Considerations' in Part
B of this Prospectus.)

UNDERWRITING. Reich & Tang Distributors L.P., 600 Fifth Avenue, New York, New
York 10020, will act as Underwriter for all of the Units of Equity Securities
Trust, Series 7, Signature Series, Individual Investor's America's Fastest
Growing Companies(Registered) Trust. The Underwriter will distribute Units
through various broker-dealers, banks and/or other eligible participants (see
'Public Offering--Distribution of Units' in Part B).

A-4

<PAGE>
EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES

INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(REGISTERED) TRUST

STATEMENT OF CONDITION AS OF DATE OF DEPOSIT, FEBRUARY 29, 1996

TRUST PROPERTY

<TABLE>
<S> <C>
Investment in Securities--Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit(1)....... $198,955
Organizational Costs(2)..................................... 57,000
Offering Costs(3)........................................... 43,000
--------
Total....................................................... $298,955
--------
--------
</TABLE>

INTEREST OF CERTIFICATEHOLDERS

<PAGE>

<TABLE>
<S> <C>
Interest of Certificateholders--Units of Fractional
Undivided Interest Outstanding
(Series 7: 20,500 Units)
Cost to Certificateholders(4).......................... $205,000
Accrued Liabilities(2 and 3)........................... 100,000
Less-Gross Underwriting Commissions(5)................. 6,045
--------
Net Amount Applicable to Certificateholders............ 298,955
--------
Total.................................................. $298,955
--------
--------
</TABLE>

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

(1) Aggregate cost to the Trust of the Securities listed in the Portfolio
is determined by the Trustee on the basis set forth under 'Public
Offering--Offering Price' as of 4:00 p.m. on February 28, 1996. Irrevocable
letters of credit issued by The Bank of Boston in an aggregate amount of
$250,000 have been deposited with the Trustee to cover the purchase of $198,955
of Securities pursuant to contracts to purchase such Securities.

(2) Organizational costs incurred by the Trust have been deferred and will
be amortized over the life of the Trust. The Trust will reimburse the Sponsor
for actual organizational costs incurred. To the extent the Trust is larger or
smaller, the actual dollar amount reimbursed may vary.

(3) Offering costs incurred by the Trust have been deferred and will be
amortized no later than the close of the period during which Units of the Trust
are first sold to the public.

(4) Aggregate public offering price computed on 20,500 Units of Series 7 on
the basis set forth under 'Public Offering--Offering Price' in Part B.

(5) Sales charge of 2.95% computed on 20,500 Units of Series 7 on the basis
set forth under 'Public Offering Price' in Part B.

A-5

<PAGE>

<TABLE>
<CAPTION>
EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(REGISTERED) TRUST
PORTFOLIO
AS OF FEBRUARY 29, 1996

NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SEC. TO THE
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST PER SHARE TRUST (3)
--------- ------------- ------------------------- ---------- --------- -----------
Air Defense: 2.80%
<S> <C> <C> <C> <C> <C> <C>
1 138 Shs. Trimble Navigation Ltd. 1.41% 20.250 $ 2,795
2 188 Shs. Wireless Telecom Group
Inc. 1.39% 14.750 2,773
-----------
5,568
Alarms: 1.43%
3 284 Shs. LoJack Corp. 1.43% 10.000 2,840
-----------
2,840
Audio Visual Displays:
1.41%
4 535 Shs. Ampex Corp. 1.41% 5.250 2,809
-----------
2,809
Biotechnology: 5.58%
5 24 Shs. Chiron Corp. 1.36% 112.375 2,697
6 82 Shs. Cyberoptics Corp. 1.39% 33.625 2,757
7 226 Shs. NABI, Inc. 1.41% 12.375 2,797
8 364 Shs. Theragenics Corp. 1.42% 7.750 2,821
-----------
11,072
Building & Machinery:
1.36%
9 77 Shs. JLG Industries, Inc. 1.36% 35.125 2,705
-----------
2,705
Business Services: 2.78%
10 51 Shs. Accustaff, Inc. 1.37% 53.500 2,728
11 99 Shs. Copart, Inc. 1.41% 28.250 2,797
-----------
5,525
Communication Equipment:
5.59%
12 161 Shs. Scientific-Atlanta, Inc. 1.40% 17.250 2,777
13 69 Shs. Strata Com, Inc. 1.41% 40.750 2,812
14 213 Shs. Tekelec 1.42% 13.250 2,822
15 59 Shs. Tellabs, Inc. 1.36% 45.750 2,699

<PAGE>

-----------
11,110
Computer Equipment: 8.30%
16 133 Shs. 3D Systems Corp. 1.36% 20.375 2,710
17 73 Shs. In Focus Systems, Inc. 1.39% 38.000 2,774
18 123 Shs. MyLex Corp. 1.41% 22.875 2,814
19 114 Shs. Perceptron, Inc. 1.38% 24.000 2,736
20 54 Shs. Safeguard Scientifics,
Inc. 1.37% 50.375 2,720
21 288 Shs. Wegener Corp. 1.39% 9.625 2,772
-----------
16,526
Computer Network
Equipment: 6.94%
22 164 Shs. ACT Networks, Inc. 1.38% 16.750 2,747
23 60 Shs. Ascend Communications,
Inc. 1.35% 44.750 2,685
24 142 Shs. Auspex Systems, Inc. 1.40% 19.625 2,787
25 292 Shs. DSP Group, Inc. 1.39% 9.500 2,774
26 185 Shs. MicroTouch Systems, Inc. 1.42% 15.250 2,821
-----------
13,814
</TABLE>

A-6
<PAGE>

<TABLE>
<CAPTION>
EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(REGISTERED) TRUST
PORTFOLIO
AS OF FEBRUARY 29, 1996

Electronics: 11.14%
31 157 Shs. C.P. Clare Corp. 1.42% 18.000 2,826

<PAGE>

32 213 Shs. Innovex, Inc. 1.39% 13.000 2,769
33 118 Shs. Kemet Corp. 1.39% 23.500 2,773
34 179 Shs. Nu Horizons Electronics
Corp. 1.39% 15.500 2,774
35 194 Shs. Plexus Corp. 1.41% 14.500 2,813
36 105 Shs. Proxima Corp. 1.40% 26.500 2,783
37 168 Shs. S3, Inc. 1.34% 15.875 2,667
38 161 Shs. Special Devices, Inc. 1.40% 17.250 2,777
-----------
22,182

Fabricated Products:
1.37%
39 435 Shs. Strategic Distributions,
Inc. 1.37% 6.250 2,719
-----------
2,719

Health Equipment: 1.39%
40 64 Shs. ThermoTrex Corp. 1.39% 43.250 2,768
-----------
2,768

Oil Services: 1.38%
41 105 Shs. Seitel, Inc. 1.38% 26.125 2,743
-----------
2,743

Photographic & Video
Software: 1.39%
42 115 Shs. Pinnacle Systems, Inc. 1.39% 24.125 2,774
-----------
2,774

Publishing: 1.41%
43 296 Shs. Western Publishing Group,
Inc. 1.41% 9.500 2,812
-----------
2,812

Recreational Vehicles:
1.39%
44 92 Shs. Champion Enterprises,
Inc. 1.39% 30.000 2,760
-----------
2,760

Retail: 2.78%
45 226 Shs. Michaels Stores, Inc. 1.39% 12.250 2,769
46 115 Shs. Movie Gallery, Inc. 1.39% 24.125 2,774
-----------
5,543

Rubber Fabrics: 1.44%

<PAGE>

47 229 Shs. Applied Extrusion
Technologies 1.44% 12.500 2,862
-----------
2,862
</TABLE>

A-7
<PAGE>

<TABLE>
<CAPTION>
EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES
INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(REGISTERED) TRUST
PORTFOLIO
AS OF FEBRUARY 29, 1996

NUMBER OF PERCENTAGE MARKET COST OF
PORTFOLIO SECURITIES OF VALUE SEC. TO THE
NO. (SHS./PRINC.) NAME OF ISSUER (2) TRUST PER SHARE TRUST (3)
--------- ------------- ------------------------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Scientific Instruments:
1.37%
48 106 Shs. KLA Instruments Corp. 1.37% 25.750 $ 2,729
-----------
2,729
Semiconductors: 13.89%
49 148 Shs. ANADIGICS, Inc. 1.38% 18.500 2,738
50 124 Shs. Burr-Brown Corp. 1.40% 22.500 2,790
51 322 Shs. Chips and Technologies,
Inc. 1.40% 8.625 2,777
52 236 Shs. Etec Systems, Inc. 1.45% 12.250 2,891
53 288 Shs. Micro Linear Corp. 1.39% 9.625 2,772
54 80 Shs. Micron Technology, Inc. 1.37% 34.000 2,720
55 74 Shs. MRV Communications, Inc. 1.40% 37.500 2,775
56 51 Shs. Novellus Systems, Inc. 1.38% 53.750 2,741
57 50 Shs. Oak Technology, Inc. 1.34% 53.250 2,663
58 126 Shs. Tencor Instruments 1.38% 21.750 2,740
-----------
27,607
Software: 11.08%
59 58 Shs. Broderbund Software, Inc. 1.36% 46.625 2,704
60 113 Shs. Ciber, Inc. 1.39% 24.500 2,769
61 53 Shs. Cognos, Inc. 1.38% 51.937 2,753
62 182 Shs. Manugistics Group, Inc. 1.37% 15.000 2,730
63 51 Shs. McAfee Associates, Inc. 1.41% 55.000 2,805
64 119 Shs. MDL Information Systems,
Inc. 1.41% 23.500 2,796
65 92 Shs. Veritas Software Corp. 1.36% 29.500 2,714
66 80 Shs. Wind River Systems 1.40% 34.875 2,790
-----------

<PAGE>

22,061
Tires: 1.39%
67 179 Shs. Titan Wheel
International, Inc. 1.39% 15.500 2,775
-----------
2,775
Miscellaneous Goods:
6.87%
68 71 Shs. Central Sprinkler Corp. 1.38% 38.750 2,751
69 196 Shs. FSI International, Inc. 1.33% 13.500 2,646
70 101 Shs. Helix Technology Corp. 1.34% 26.375 2,664
71 111 Shs. PRI Automation, Inc. 1.40% 25.000 2,775
72 92 Shs. Robbins & Myers, Inc. 1.42% 30.750 2,829
-----------
13,665
--- -----------
$ 198,955
Total Investment in
Securities 100%
--- -----------
--- -----------
</TABLE>

FOOTNOTES TO PORTFOLIO
(1) Based on the cost of the Securities to the Trust.

(2) Forward contracts to purchase the Securities were entered into on February
28, 1996. All such contracts are expected to be settled on or about the
First Settlement Date of the Trust which is expected to be March 5, 1996.

(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsor's Purchase Price is $200,028. The Sponsor's Loss on the
Initial Date of Deposit is $(1,073).

A-8
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Certificateholders,
Equity Securities Trust, Series 7, Signature Series,
Individual Investor's America's Fastest Growing Companies(Registered)
Trust

We have audited the accompanying Statement of Condition and Portfolio (the
'financial statements') of the Equity Securities Trust, Series 7, Signature
Series, Individual Investor's America's Fastest Growing Companies(Registered)
Trust as of February 29, 1996. These financial statements are the responsibility
of the Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audit.

<PAGE>

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 statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The irrevocable letter of
credit deposited in connection with the securities owned as of February 29,
1996, pursuant to contracts to purchase, as shown in the Statement of Condition,
was confirmed to us by The Chase Manhattan Bank, N.A., the Trustee.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Equity Securities Trust, Series 7,
Signature Series, Individual Investor's America's Fastest Growing
Companies(Registered) Trust, at February 29, 1996, in conformity with generally
accepted accounting principles.

KPMG PEAT MARWICK LLP

New York, New York

February 29, 1996

A-9

<PAGE>

ABOUT THE TRUST

Individual Investor's America's Fastest Growing Companies(Registered) Trust
is a new unit investment trust designed to take part in many of the most
compelling segments of the U.S. economy: vibrant companies operating across a
range of industries, having shown earnings growth far above the corporate norm,
as measured by the Standard & Poor's 500 index.

Over the past 70 years, high-quality growth stocks have significantly
outperformed all other stocks, according to a study by Ibbotson Associates for
the period ending December 1995.* (Past performance is no guarantee of future
results.)

The AFGC Trust is a unique vehicle designed for investors interested in a
broad-based group of growth stocks, recommended for their quality by the
portfolio consultant, and held for a one-year time horizon. The Trust will
contain approximately fifty equity holdings, identified by I.I. Strategic
Consultants, Inc., as having extraordinary potential for rapid earnings

<PAGE>

expansion.

INVESTMENT OBJECTIVE

Individual Investor's America's Fastest Growing Companies(Registered) Trust
seeks capital appreciation over the year-long life of the Trust. There can be no
assurance that this objective will be realized.

THE SELECTION PROCESS

The stocks making up the AFGC Trust are first subject to a rigorous
analytical process, which centers around a proprietary research model called the
Individual Investor Power Rating system.

To compile the index, the portfolio consultant's experienced analysts have
scoured the universe of U.S. public companies to find those firms whose earnings
are growing faster than all others.

An initial screen of companies identifies firms showing consistent
quarterly earnings growth in excess of 100%. All the stocks on the list have
total market capitalizations above $100 million. They also meet certain prudent
liquidity parameters of daily trading volume.

From there, the research process incorporates a dozen different parameters.
These range from a pattern of buying by corporate insiders, to historical
earnings records, to projected future profitability, to balance sheet strength,
such as debt-to-equity figures and ratios of current assets to current
liabilities.

After paring the list down in this manner, the investment experts at
Individual Investor assess the finalists against each other, to determine the
relative financial merits of each. The ultimate components of the Trust--the
select group of firms explosive enough to be called America's Fastest Growing
Companies--are drawn from this final analysis.

I.I. STRATEGIC CONSULTANTS

The portfolio consultant to the AFGC Trust is I.I. Strategic Consultants,
Inc., a wholly owned subsidiary of Individual Investor Group, Inc., publishers
of Individual Investor magazine. The consultant is charged with identifying and
recommending the securities that comprise the Trust.

Individual Investor is a monthly investment magazine whose editorial

<PAGE>

mission emphasizes results-oriented investment content. The investment ideas
profiled in the magazine are generated by an experienced team of securities
analysts employing rigorous methods of financial analysis.

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

* The Ibbotson study is based on historical data of the returns from various
stocks, government and corporate bonds, U.S. Treasury bills and consumer goods
(as adjusted for inflation).

<PAGE>

The research is performed by a ten-person staff of securities analysts,
under the direction of Jonathan Steinberg, chairman and chief executive of
Individual Investor Group, Inc. A nationally recognized expert on small-company
growth stocks, Mr. Steinberg is the six-time winner of one of Wall Street's most
prestigious stock-selection contests.*

As a group, the research team boasts approximately 60 years of experience
at such firms as Morgan Stanley, Standard & Poor's, Bear Stearns, American
International Group, Smith Barney, and Bank Julius Baer.

In constructing the Trust's portfolio, I.I. Strategic Consultants, Inc. has
focused on small- to mid-sized companies having shown exceptionally rapid
earnings growth. The companies operate in a wide variety of industries.

FEATURES, OBJECTIVES, AND INVESTMENT BENEFITS

o Growth of capital

o Portfolio diversification

o Professional stock selection

o Liquidity of investment

o Convenience

o Low minimum investment

o Options at termination

<PAGE>

RISK CONSIDERATIONS

Since the Trust consists of common stocks of domestic issuers, an
investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in common stocks including the risk that the
financial condition of the issuers of the securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the securities and thus in the
value of the Units. Also, when redeemed, Units may be worth more or less than
the original cost.)

Investing in small-capitalization stocks ('small-cap companies') may
involve greater risk than investing in medium- and large-capitalization stocks,
since they can be subject to more abrupt or erratic movements. Small
capitalization companies are those with market capitalizations of $500 million
or less at the time of the Trust's investment. Many small-cap companies will
have had their securities publicly traded, if at all, for only a short period of
time and will not have had the opportunity to establish a reliable trading
pattern through economic cycles. The price volatility of small-cap companies is
relatively higher than larger, older, and more mature companies.

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

* As frequently appearing in the 'Your Money Matters' column of the Wall Street
Journal.

<PAGE>

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

[INSERT LOGO]

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

EQUITY SECURITIES TRUST
SERIES 7, SIGNATURE SERIES

INDIVIDUAL INVESTOR'S AMERICA'S FASTEST GROWING COMPANIES(REGISTERED) TRUST

PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUST

ORGANIZATION. Equity Securities Trust, Series 7, Signature Series,
Individual Investor's America's Fastest Growing Companies(Registered) Trust
consists of a 'unit investment trust' designated as set forth in Part A. The
Trust was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement (the 'Trust Agreement'), dated the initial Date of
Deposit, among Reich & Tang Distributors L.P., as Sponsor, and The Chase
Manhattan Bank, N.A., as Trustee.

On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stock, including funds and delivery statements relating to contracts for
the purchase of certain such securities (collectively, the 'Securities') with an
aggregate value as set forth in Part A and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases. Thereafter the Trustee, in exchange for the Securities so deposited,
delivered to the Sponsor the Certificates evidencing the ownership of all Units
of the Trust. The Sponsor has a limited right to substitute other securities in
the Trust portfolio in the event of a failed contract. See 'The
Trust--Substitution of Securities.' The Sponsor may also, in certain
circumstances, direct the Trustee to dispose of certain Securities if the
Sponsor believes that, because of market or credit conditions, or for certain
other reasons, retention of the Security would be detrimental to
Certificateholders. See 'Trust Administration Portfolio--Supervision.'

As of the initial Date of Deposit, a 'Unit' represents an undivided
interest or pro rata share in the Securities of the Trust in the ratio of one
hundred Units for the indicated amount of the aggregate market value of the

B-1
<PAGE>
Securities initially deposited in the Trust as is set forth in the 'Summary of
Essential Information'. As additional Units are issued by the Trust as a result
of the deposit of Additional Securities, as described below, the aggregate value
of the Securities in the Trust will be increased and the fractional undivided

<PAGE>

interest in the Trust represented by each Unit will be decreased. To the extent
that any Units are redeemed by the Trustee, the fractional undivided interest or
pro rata share in such Trust represented by each unredeemed Unit will increase,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Certificateholders, which may include the Sponsor, or until the
termination of the Trust Agreement.

DEPOSIT OF ADDITIONAL SECURITIES. With the deposit of the Securities in
the Trust on the initial Date of Deposit, the Sponsor established a
proportionate relationship among the initial aggregate value of specified
Securities in the Trust. During the 90 days subsequent to the initial Date of
Deposit (the 'Deposit Period'), the Sponsor may deposit additional Securities in
the Trust that are substantially similar to the Securities already deposited in
the Trust ('Additional Securities'), contracts to purchase Additional Securities
or cash (or a bank letter of credit in lieu of cash) with instructions to
purchase Additional Securities, in order to create additional Units, maintaining
to the extent practicable the original proportionate relationship of the number
of shares of each Security in the Trust portfolio on the initial Date of
Deposit. These additional Units, which may result in a potential increase in the
number of Units outstanding, will each represent, to the extent practicable, an
undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the initial Date of Deposit. It
may not be possible to maintain the exact original proportionate relationship
among the Securities deposited on the initial Date of Deposit because of, among
other reasons, purchase requirements, changes in prices, or unavailability of
Securities. The composition of the Trust portfolio may change slightly based on
certain adjustments made to reflect the disposition of Securities and/or the
receipt of a stock dividend, a stock split or other distribution with respect to
such Securities, including Securities received in exchange for shares or the
reinvestment of the proceeds distributed to Certificateholders. Deposits of
Additional Securities in the Trust subsequent to the Deposit Period must
replicate exactly the existing proportionate relationship among the number of
shares of Securities in the Trust Portfolio. Substitute Securities may be
acquired under specified conditions when Securities originally deposited in the
Trust are unavailable (see 'The Trust--Substitution of Securities' below).

OBJECTIVE. The objective of the Trust is to seek to achieve capital
appreciation. The Trust seeks to achieve this objective by investing primarily
in a portfolio of equity securities, consisting of common stocks of domestic
issuers, and contracts to purchase such Securities, selected by the Trust's
Portfolio Consultant which the Portfolio Consultant believes will enable the
Trust to achieve its objective. All of the Securities in the Trust are listed on
the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealers Automated Quotations ('NASDAQ') National
Quotation Market System and are generally followed by independent investment
research firms. See "Summary of Essential Information" for the percentages of
Securities in the Trust portfolio that are listed on particular exchanges or
that are Restricted Securities, if any (see "Risk Considerations--Liquidity").
There is no minimum capitalization or market trading activity requirement for
the selection of Securities for the Trust's portfolio. There can be no assurance
that the Trust's investment objective can be achieved.

THE SECURITIES. In identifying the Securities for the Trust, the Portfolio

<PAGE>

Consultant has identified stocks from its 1995 list of America's Fastest Growing
Companies(Registered) ('AFGC'). The parameters for inclusion on the AFGC list
are rigid, centered around a proprietary ranking system called the II Power
Rating. To compile the index, the Portfolio Consultant's research team first
extensively analyzed all of the stocks appearing on the AFGC list in the past
twelve months. In order to appear on that list, a company must: (i) post
earnings growth of 100% or more; (ii) show positive revenue comparisons; and
(iii) have at least $0.05 per share in earnings. The resulting list was further
narrowed down by applying a number of additional fundamental and subjective
criteria, ranging from revenue growth to cash flow analysis. The Portfolio
Consultant then applied its twelve Power

B-2
<PAGE>
Rating criteria to the remaining companies. The rankings are based on the
following criteria: three- and one-year revenue growth; three- and one-year net
income growth; balance sheet strength; return on shareholders' equity; return on
assets; the ratio of a company's current price-earnings multiple to its
projected earnings growth rate; cash flows; price-sales multiples; debt-equity
ratios; and operating profit margins. Finally, the strongest remaining companies
in the Power Rating were judged against each other in order to determine their
relative strength.

All of the Securities are publicly traded either on a stock exchange or in
the over-the-counter market. The contracts to purchase Securities deposited
initially in the Trust are expected to settle in three business days, in the
ordinary manner for such Securities. Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of purchase of Units on
the initial Date of Deposit.

SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any
Security that has been purchased for the Trust under a contract ('Failed
Securities'), the Sponsor is authorized under the Trust Agreement to direct the
Trustee to acquire other securities ('Substitute Securities') to make up the
original corpus of the Trust. In addition, the Sponsor, at its option, is
authorized under the Trust Agreement to direct the Trustee to reinvest in
Substitute Securities the proceeds of the sale of any of the Securities only if
such sale was due to unusual circumstances as set forth under 'Trust
Administration--Portfolio Supervision.'

The Substitute Securities must be purchased within 20 days after the sale
of the portfolio Security or delivery of the notice of the failed contract.
Where the Sponsor purchases Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Failed Securities. Where the Sponsor purchases Substitute
Securities in order to replace Securities it sold, the Sponsor will endeavor
to select Securities which are equity securities that possess characteristics
that are consistent with the objective of the Trust as set forth above. Such
selection may include or be limited to Securities previously included in the
portfolio of the Trust. No assurance can be given that the Trust will retain its

<PAGE>

present size and composition for any length of time.

The Trustee shall notify all Certificateholders of the acquisition of the
Substitute Security, within five days thereafter, and the Trustee shall, on the
next Quarterly Distribution Date which is more than 30 days thereafter, make a
pro rata distribution of the amount, if any, by which the cost to the Trust of
the Failed Security exceeded the cost of the Substitute Security plus accrued
interest, if any. In the event no reinvestment is made, the proceeds of the sale
of Securities will be distributed to Certificateholders as set forth under
'Rights of Certificateholders--Distributions.' In addition, if the right of
substitution shall not be utilized to acquire Substitute Securities in the event
of a failed contract, the Sponsor will cause to be refunded the sales charge
attributable to such Failed Securities to all Certificateholders, and distribute
the principal and dividends, if any, attributable to such Failed Securities on
the next Quarterly Distribution Date. The proceeds from the sale of a Security
or the exercise of any redemption or call provision will be distributed to
Certificateholders except to the extent such proceeds are applied to meet
redemptions of Units. (See 'Liquidity--Trustee Redemption.')

RISK CONSIDERATIONS

FIXED PORTFOLIO. The value of the Units will fluctuate depending on all
the factors that have an impact on the economy and the equity markets. These
factors similarly impact on the ability of an issuer to distribute dividends.
Unlike a managed investment company in which there may be frequent changes in
the portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trust, are not subject to
such frequent changes based upon continuous analysis. All the Securities in the
Trust are liquidated during a 60 day period at the termination of the one-year
life of the Trust. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination or upon the
occurrence

B-3
<PAGE>
of certain events, the amount realized upon the sale of the Securities may not
be the highest price attained by an individual Security during the life of the
Trust. However, the Sponsor may direct the disposition by the Trustee of
Securities upon the occurrence of certain events. Some of the Securities in the
Trust may also be owned by other clients of the Sponsor, the Portfolio
Consultant and their affiliates. However, because these clients may have
differing investment objectives, the Sponsor or the Portfolio Consultant may
sell certain Securities from those accounts in instances where a sale by the
Trust would be impermissible, such as to maximize return by taking advantage of
market fluctuations. (See 'Trust Administration--Portfolio Supervision' below.)
Further, a security may be removed from the AFGC list but remain in the Trust's
portfolio. Potential investors also should be aware that the Portfolio
Consultant may change its views as to the investment merits of any of the
Securities during the life of the Trust and therefore should consult their own
financial advisers with regard to a purchase of Units. (See 'Trust
Administration--Portfolio Supervision.')

<PAGE>

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

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

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which could

<PAGE>

B-4
<PAGE>
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the economic interest of holders of common
stock with respect to assets of the issuer upon liquidation or bankruptcy.
Further, unlike debt securities which typically have a stated principal amount
payable at maturity (which value will be subject to market fluctuations prior
thereto), common stocks have neither fixed principal amount nor a maturity and
have values which are subject to market fluctuations for as long as the common
stocks remain outstanding. Common stocks are especially susceptible to general
stock market movements and to volatile increases and decreases in value as
market confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding government,
economic, monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic or banking
crises. The value of the common stocks in the Trust thus may be expected to
fluctuate over the life of the Trust to values higher or lower than those
prevailing on the initial Date of Deposit.

THE TECHNOLOGY AND SCIENCE INDUSTRIES. Companies in the rapidly changing
fields of science and technology face special risks. For example, their products
or services may not prove commercially successful or may become obsolete
quickly. The value of the Trust's Units may be susceptible to factors affecting
the technology, technology-related and science industries and to greater risk
and market fluctuation than an investment in a trust that invests in a broader
range of portfolio securities not concentrated in any particular industry. As
such, the Trust may not be an appropriate investment for individuals who are not
long-term investors and who, as their primary objective, require safety of
principal or stable income from their investments. The technology,
technology-related and science industries may be subject to greater governmental
regulation than many other industries and changes in governmental policies and
the need for regulatory approvals may have a material adverse effect on these
industries. Additionally, companies in these industries may be subject to risks
of developing technologies, competitive pressures and other factors and are
dependent upon consumer and business acceptance as new technologies evolve.

SMALL CAPITALIZATION STOCK. Investing in small capitalization stocks may
involve greater risk than investing in medium and large capitalization stocks,
since they can be subject to more abrupt or erratic movements. Small market
capitalization companies ('Small-Cap Companies') are those with market
capitalizations of $750 million or less at the time of the Trust's investment.
Many Small-Cap Companies will have had their securities publicly traded, if at
all, for only a short period of time and will not have had the opportunity to
establish a reliable trading pattern through economic cycles. The price
volatility of Small-Cap Companies is relatively higher than larger, older and
more mature companies. The greater price volatility of Small-Cap Companies may
result from the fact that there may be less market liquidity, less information
publicly available or fewer investors who monitor the activities of these
companies. In addition, the market prices of these securities may exhibit more
sensitivity to changes in industry or general economic conditions. Some
Small-Cap Companies will not have been in existence long enough to experience
economic cycles or to know whether they are sufficiently well managed to survive
downturns or inflationary periods. Further, a variety of factors may affect the

<PAGE>

success of a company's business beyond the ability of its management to prepare
or compensate for them, including domestic and international political
developments, government trade and fiscal policies, patterns of trade and war or
other military conflict which may affect particular industries or markets or the
economy generally.

PORTFOLIO CONSULTANT. Investors should be aware that an affiliate of the
Portfolio Consultant is an investment adviser for a private investment
partnership, which is currently its only advisory client, that may have similar
or different investment objectives than the Trust. Some of the Securities in the
Trust may also be owned by this other client of the Portfolio Consultant's
affiliate. However, because this client has a 'managed' portfolio and may have
differing investment objectives, the Portfolio Consultant may sell certain
Securities for this account in instances where a sale of the Trust would be
impermissible, such as to maximize return by taking

B-5
<PAGE>
advantage of market fluctuations. In addition, affiliates of the Portfolio
Consultant are the publishers of two investment information publications. The
companies whose Securities are included in the Portfolio may be profiled or
otherwise reviewed in those publications which are published by the affiliates
of the Portfolio Consultant. These publications may cause buying or selling
activity in these Securities for various reasons which may impact the prices of
the Securities. Further, a Security may be removed from the AFGC list but remain
in the Trust's Portfolio. These publications may recommend or cause selling
activity regarding certain Securities in instances where a sale by the Trust
would be impermissible. (See 'Trust Administration--The Portfolio Consultant'.)

LIQUIDITY. The Trust may purchase securities that are not registered
('Restricted Securities') under the Securities Act, but can be offered and sold
to 'qualified institutional buyers' under Rule 144A under the Securities Act.
Since it is not possible to predict with assurance exactly how this market for
Restricted Securities sold and offered under Rule 144A will develop, the Sponsor
will carefully monitor the Trust's investments in these securities, focusing on
such factors, among others, as valuation, liquidity and availability of
information. This investment could have the effect of increasing the level of
illiquidity in the Trust to the extent that qualified institutional buyers
become for a time uninterested in purchasing these Restricted Securities. See
'Summary of Essential Information' for the percentage of Restricted Securities
held in the Trust portfolio.

The principal trading market for certain other Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities. There can be no assurance of the making or the maintenance of a
market for any of the Securities contained in the Trust portfolio or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor.

LEGAL PROCEEDINGS AND LITIGATION. At any time after the initial Date of

<PAGE>

Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trust or to matters
involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation will not have a material
adverse impact on the Trust or will not impair the ability of the issuers of the
Securities to achieve their business and investment goals.

GENERALLY. There is no assurance that any dividends will be declared or
paid in the future on the Securities. Investors should be aware that there is no
assurance that the Trust's objective will be achieved.

PUBLIC OFFERING

OFFERING PRICE. In calculating the Public Offering Price, the aggregate
value of the Securities is determined in good faith by the Trustee on each
'Business Day' as defined in the Indenture in the following manner: if the
Securities are listed on a national securities exchange or on the NASDAQ
National Market System, this evaluation is generally based on the closing sale
prices on that exchange or that system as of the Evaluation Time (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation generally shall be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or by such other appraisal deemed
appropriate by the Trustee or (c) by any combination of the above, each as of
the Evaluation Time.

B-6
<PAGE>
VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from
the Public Offering Price during the initial public offering based upon the
number of Units purchased. This volume discount will result in a reduction of
the sales charge applicable to such purchases. The amount of the volume discount
and the approximate reduced sales charge on the Public Offering Price applicable
to such purchases are as follows:

<TABLE>
<CAPTION>
NUMBER OF UNITS APPROXIMATE REDUCED SALES CHARGE
- ----------------------------------------------------- --------------------------------
<S> <C>
5,000 but less than 10,000 2.70%
10,000 but less than 25,000 2.45%
25,000 but less than 50,000 2.20%
50,000 but less than 100,000 2.00%

<PAGE>

100,000 or more 1.75%
</TABLE>

These discounts will apply to all purchases of Units by the same purchaser
during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in the name of the
spouse of the purchaser or in the name of a child of the purchaser under 21
years of age are deemed for the purposes hereof to be registered in the name of
the purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.

Employees (and their immediate families) of Reich & Tang Distributors L.P.
(and its affiliates), the Portfolio Consultant, and of the special counsel to
the Sponsor, may, pursuant to employee benefit arrangements, purchase Units of
the Trust at a price equal to the aggregate value of the underlying securities
in the Trust during the initial offering period, divided by the number of Units
outstanding at no sales charge. Such arrangements result in less selling effort
and selling expenses than sales to employee groups of other companies. Resales
or transfers of Units purchased under the employee benefit arrangements may only
be made through the Sponsor's secondary market, so long as it is being
maintained.

Investors in any open-end management investment company or unit investment
trust that have purchased their investment within a twelve month period prior to
the date of this Prospectus can purchase Units of the Trust in an amount not
greater in value than the amount of said investment made during this twelve
month period at a reduced sales charge of 1.95% of the public offering price.

Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a volume discount) less
the concession the Sponsor typically allows to brokers and dealers for purchases
(see 'Public Offering--Distribution of Units') by (1) investors who purchase
Units through registered investment advisers, certified financial planners and
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management service, or provide
such services in connection with the establishment of an investment account for
which a comprehensive 'wrap fee' charge is imposed, (2) bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, (3) any person who, for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to investors
or their immediate family members (as described above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates. Notwithstanding anything to the
contrary in this Prospectus, such investors, bank trust departments, firm
employees and bank holding company officers and directors who purchase Units
through this program will not receive the volume discount.

<PAGE>

B-7
<PAGE>

DISTRIBUTION OF UNITS. During the initial offering period and thereafter
to the extent additional Units continue to be offered by means of this
Prospectus, Units will be distributed by the Sponsor and dealers at the Public
Offering Price. The initial offering period is thirty days after each deposit of
Securities in the Trust and, unless all Units are sold prior thereto, the
Sponsor may extend the initial offering period for successive thirty day
periods. Certain banks and thrifts will make Units of the Trust available to
their customers on an agency basis. A portion of the sales charge paid by their
customers is retained by or remitted to the banks. Under the Glass-Steagall Act,
banks are prohibited from underwriting Units; however, the Glass-Steagall Act
does permit certain agency transactions and the banking regulators have
indicated that these particular agency transactions are permitted under such
Act. In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

The Sponsor intends to qualify the Units for sale in substantially all
States through dealers who are members of the National Association of Securities
Dealers, Inc. Units may be sold to dealers at prices which represent a
concession of up to 2% per Unit, subject to the Sponsor's right to change the
dealers' concession from time to time. In addition, for transactions of at least
100,000 Units or more, the Sponsor intends to negotiate the applicable sales
charge and such charge will be disclosed to any such purchaser. Such Units may
then be distributed to the public by the dealers at the Public Offering Price
then in effect. Units may be purchased by the Portfolio Consultant at aggregate
value. The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units. The Sponsor reserves the right to
change the discounts from time to time.

Broker-dealers of the Trust, banks and/or others are eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their registered representatives who have sold a minimum
number of units of unit investment trusts created by the Sponsor during a
specified time period. In addition, at various times the Sponsor may implement
other programs under which the sales forces of brokers, dealers, banks and/or
others may be eligible to win other nominal awards for certain sales efforts or
under which the Sponsor will reallow to any such brokers, dealers, banks and/or
others that sponsor sales contests or recognition programs conforming to
criteria established by the Sponsor, or participate in sales programs sponsored
by the Sponsor, an amount not exceeding the total applicable sales charges on
the sales generated by such person at the public offering price during such
programs. Also, the Sponsor in its discretion may from time to time pursuant to
objective criteria established by the Sponsor pay fees to qualifying brokers,
dealers, banks and/or others for certain services or activities which are
primarily intended to result in sales of Units of the Trust. Such Payments are
made by the Sponsor out of their own assets and not out of the assets of the
Trust. These programs will not change the price Certificateholders pay for their

<PAGE>

Units or the amount that the Trust will receive from the Units sold.

SPONSOR'S PROFITS. The Sponsor will receive a combined gross underwriting
commission equal to up to 2.95% of the Public Offering Price per 100 Units
(equivalent to 3.04% of the net amount invested in the Securities).
Additionally, the Sponsor may realize a profit on the deposit of the Securities
in the Trust representing the difference between the cost of the Securities to
the Sponsor and the cost of the Securities to the Trust (See 'Portfolio'). The
Sponsor may realize profits or sustain losses with respect to Securities
deposited in the Trust which were acquired from underwriting syndicates of which
they were a member. All or a portion of the Securities deposited in the Trust
may have been acquired through the Sponsor. The Sponsor does not make a primary
over-the-counter market in any of the Securities in the Trust portfolio.

During the initial offering period and thereafter to the extent additional
Units continue to be offered by means of this Prospectus, the Underwriter may
also realize profits or sustain losses as a result of fluctuations after

B-8
<PAGE>
the initial Date of Deposit in the aggregate value of the Securities and hence
in the Public Offering Price received by the Sponsor for the Units. Cash, if
any, made available to the Sponsor prior to settlement date for the purchase of
Units may be used in the Sponsor's business subject to the limitations of 17 CFR
240.15c3-3 under the Securities Exchange Act of 1934 and may be of benefit to
the Sponsor.

Both upon acquisition of Securities and termination of the Trust, the
Trustee may utilize the services of the Sponsor for the purchase or sale of all
or a portion of the Securities in the Trust. The Sponsor may receive brokerage
commissions from the Trust in connection with such purchases and sales in
accordance with applicable law.

In maintaining a market for the Units (see 'Sponsor Repurchase') the
Sponsor will realize profits or sustain losses in the amount of any difference
between the price at which it buys Units and the price at which it resells
such Units.

RIGHTS OF CERTIFICATEHOLDERS

CERTIFICATES. Ownership of Units of the Trust is evidenced by registered
Certificates executed by the Trustee and the Sponsor. Certificates may be issued
in denominations of one hundred or more Units. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or accompanied
by a written instrument or instruments of transfer. Although no such charge is
presently made or contemplated, the Trustee may require a Certificateholder to
pay $2.00 for each Certificate reissued or transferred and any governmental
charge that may be imposed in connection with each such transfer or interchange.
Mutilated, destroyed, stolen or lost Certificates will be replaced upon delivery
of satisfactory indemnity and payment of expenses incurred.

<PAGE>

DISTRIBUTIONS. Dividends and interest received by the Trust are credited
by the Trustee to an Income Account for the Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for the
Trust. It is not expected that there will be distribution of dividends paid with
respect to Units of the Trust. A quarterly dividend distribution per 100 Units,
if any, cannot be anticipated and may be paid as Securities are redeemed,
exchanged or sold, or as expenses of the Trust fluctuate. No distribution need
be made from the Income Account or the Principal Account until the balance
therein is an amount sufficient to distribute $1.00 per 100 Units.

Distributions, if any, to each Certificateholder from the Income Account
are computed as of the close of business on each Record Date for the following
payment date and consist of an amount substantially equal to such
Certificateholder's pro rata share of the income credited to the Income Account,
less expenses. Distributions, if any, from the Principal Account of the Trust
(other than amounts representing failed contracts, as previously discussed) will
be computed as of each Record Date, and will be made to the Certificateholders
of the Trust on or shortly after the next Quarterly Distribution Date. Proceeds
representing principal received from the disposition of any of the Securities
between a Record Date and a Distribution Date which are not used for redemptions
of Units will be held in the Principal Account and not distributed until the
second succeeding Quarterly Distribution Date. Persons who purchase Units
between a Record Date and a Distribution Date will receive their first
distribution, if any, on the second Quarterly Distribution Date after such
purchase.

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

B-9
<PAGE>
to the appropriate accounts. In addition, the Trustee may withdraw from the
Income and Principal Accounts such amounts as may be necessary to cover
redemptions of Units by the Trustee.

RECORDS. The Trustee shall furnish Certificateholders in connection with
each distribution a statement of the amount of dividends and interest, if any,
and the amount of other receipts, if any, which are being distributed, expressed
in each case as a dollar amount per 100 Units. Within a reasonable time after
the end of each calendar year, the Trustee will furnish to each person who at
any time during the calendar year was a Certificateholder of record, a statement
showing (a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any, deductions for applicable taxes and fees and expenses of the

<PAGE>

Trust, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payments of
applicable taxes and fees and expenses of the Trust, amounts paid for purchases
of Substitute Securities and redemptions of Units, if any, and the balance
remaining after such distributions and deductions, expressed both as a total
dollar amount and as a dollar amount representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year; (c) a list of
the Securities held, a list of Securities purchased, sold or otherwise disposed
of during the calendar year and the number of Units outstanding on the last
business day of such calendar year; (d) the Redemption Price per 100 Units based
upon the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Certificateholders during such calendar year
from the Income and Principal Accounts, separately stated, of the Trust,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each 100 Units outstanding on the last business day of such
calendar year.

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

TAX STATUS

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

In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof (the
'Prospectus') and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness of
the facts set forth therein. In the Opinion of Battle Fowler LLP, special
counsel for the Sponsor, under existing law:

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

B-10
<PAGE>

<PAGE>

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

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

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

For Federal income tax purposes, a Certificateholder's pro rata portion of
dividends paid with respect to a Security held by a Trust is taxable as ordinary
income to the extent of such corporation's current and accumulated 'earnings and
profits' as defined by Section 316 of the Code. A Certificateholder's pro rata
portion of dividends paid on such Security that exceed such current and
accumulated earnings and profits will first reduce a Certificateholder's tax
basis in such Security, and to the extent that such dividends exceed a
Certificateholder's tax basis in such Security will generally be treated as
capital gain.

A Certificateholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain and will be long-term if the
Certificateholder has held his Units for more than one year. Long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although individuals who realize long-term capital gains may be subject to a
reduced tax rate on such gains, rather than the 'regular' maximum tax rate of
39.6%. Tax rates may increase prior to the time when Certificateholders may
realize gains from the sale, exchange or redemption of the Units or Securities.

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

Under Section 67 of the Code and the accompanying Regulations, a
Certificateholder who itemizes his deductions may also deduct his pro rata share
of the fees and expenses of the Trust, but only to the extent that such amounts,
together with the Certificateholder's other miscellaneous deductions, exceed 2%
of his adjusted gross income. The deduction of fees and expenses may also be

<PAGE>

limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.

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

B-11
<PAGE>
A corporation that owns Units will generally be entitled to a 70% dividends
received deduction with respect to such Certificateholder's pro rata portion of
dividends that are taxable as ordinary income to Certificateholders which are
received by the Trust from a domestic corporation under Section 243 of the Code
or from a qualifying foreign corporation under Section 245 of the Code (to the
extent the dividends are taxable as ordinary income, as discussed above) in the
same manner as if such corporation directly owned the Securities paying such
dividends. However, a corporation owning Units should be aware that Sections 246
and 246A of the Code impose additional limitations on the eligibility of
dividends for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate
Certificateholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation. Accordingly,
corporate Certificateholders should consult their tax adviser in this regard.

As discussed in the section 'Termination,' each Certificateholder may have
three options in receiving his termination distributions, which are (i) to
receive his pro rata share of the underlying Securities in kind, (ii) to
receive cash upon liquidation of his pro rata share of the underlying
Securities, or (iii) to invest the amount of cash he would receive upon the
liquidation of his pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered). There are special tax
consequences should a Certificateholder choose option (i), the exchange of the
Certificateholder's Units for a pro rata portion of each of the Securities held
by the Trust plus cash. Treasury Regulations provide that gain or loss is
recognized when there is a conversion of property into property that is
materially different in kind or extent. In this instance, the Certificateholder
may be considered the owner of an undivided interest in all of the Trust's
assets. By accepting the proportionate number of Securities of the Trust, in
partial exchange for his Unit, the Certificateholder should be treated as merely
exchanging his undivided pro rata ownership of Securities held by the Trust into
sole ownership of a proportionate share of Securities. As such, there should be
no material difference in the Certificateholder's ownership, and therefore the
transaction should be tax free to the extent the Securities are received.
Alternatively, the transaction may be treated as an exchange that would qualify
for nonrecognition treatment to the extent the Certificateholder is exchanging
his undivided interest in all of the Trust's Securities for his proportionate
number of shares of the underlying Securities. In either instance, the
transaction should result in a non-taxable event for the Certificateholder to

<PAGE>

the extent Securities are received. However, there is no specific authority
addressing the income tax consequences of an in-kind distribution from a grantor
trust, and investors are urged to consult their tax advisers in this regard.

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

Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit-sharing retirement plan) should
consider among other things (a) whether the investment is prudent under the
Employee Retirement Income Security Act of 1974 ('ERISA'), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trust; (b) whether the investment satisfies the

B-12
<PAGE>
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed 'plan assets' under ERISA and the Department
of Labor regulations regarding the definition of 'plan assets'.

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

LIQUIDITY

SPONSOR REPURCHASE. Certificateholders who wish to dispose of their Units
should inquire of the Sponsor as to current market prices prior to making a
tender for redemption. The aggregate value of the Securities will be determined
by the Trustee on a daily basis and computed on the basis set forth under
'Trustee Redemption.' The Sponsor does not guarantee the enforceability,
marketability or price of any Securities in the Portfolio or of the Units. The
Sponsor may discontinue repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which Certificates representing Units are physically received in
proper form, i.e., properly endorsed, by Reich & Tang Distributors L.P., 600
Fifth Avenue, New York, New York 10020. Units received after 4 P.M., New York
Time, will be deemed to have been repurchased on the next business day. In the
event a market is not maintained for the Units, a Certificateholder may be able
to dispose of Units only by tendering them to the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be reoffered for
sale by the Sponsor at a price based on the aggregate value of the Securities in

<PAGE>

the Trust plus a 2.95% sales charge (or 3.04% of the net amount invested) plus a
pro rata portion of amounts, if any, in the Income Account. Any Units that are
purchased by the Sponsor in the secondary market also may be redeemed by the
Sponsor if it determines such redemption to be in its best interest.

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

TRUSTEE REDEMPTION. At any time prior to the termination of the Trust
(approximately one year from the Date of Deposit), Units may also be tendered to
the Trustee for redemption at its corporate trust office at 770 Broadway, New
York, New York 10003, upon proper delivery of Certificates representing such
Units and payment of any relevant tax. At the present time there are no specific
taxes related to the redemption of Units. No redemption fee will be charged by
the Sponsor or the Trustee. Units redeemed by the Trustee will be cancelled.

Certificates representing Units to be redeemed must be delivered to the
Trustee and must be properly endorsed or accompanied by proper instruments of
transfer with signature guaranteed (or by providing satisfactory indemnity, as
in the case of lost, stolen or mutilated Certificates). Thus, redemptions of
Units cannot be effected until Certificates representing such Units have been
delivered by the person seeking redemption. (See 'Certificates.')
Certificateholders must sign exactly as their names appear on the faces of their
Certificates. In certain instances the Trustee may require additional documents
such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.

Within three calendar days following a tender for redemption, the
Certificateholder will be entitled to receive an amount for each Unit tendered
equal to the Redemption Price per Unit computed as of the Evaluation Time set
forth under 'Summary of Essential Information' in Part A on the date of tender.
The 'date of tender'

B-13
<PAGE>
is deemed to be the date on which Units are received by the Trustee, except that
with respect to Units received after the close of trading on the New York Stock
Exchange (4:00 p.m. Eastern Time), the date of tender is the next day on which
such Exchange is open for trading, and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the Redemption Price
computed on that day.

<PAGE>

A Certificateholder will receive his redemption proceeds in cash and
amounts paid on redemption shall be withdrawn from the Income Account, or, if
the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if required, could result in a sale of Securities by
the Trustee at a loss. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. The Securities to be sold will be selected by the
Trustee in order to maintain, to the extent practicable, the proportionate
relationship among the number of shares of each Stock. Provision is made in the
Indenture under which the Sponsor may, but need not, specify minimum amounts in
which blocks of Securities are to be sold in order to obtain the best price for
the Trust. While these minimum amounts may vary from time to time in accordance
with market conditions, the Sponsor believes that the minimum amounts which
would be specified would be approximately 100 shares for readily marketable
Securities.

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

Any Certificateholder tendering 2,500 Units or more of the Trust for
redemption may request by written notice submitted at the time of tender from
the Trustee in lieu of a cash redemption a distribution of shares of Securities
and cash in an amount and value equal to the Redemption Price Per Unit as
determined as of the evaluation next following tender. To the extent possible,
in kind distributions ('In Kind Distributions') shall be made by the Trustee
through the distribution of each of the Securities in book-entry form to the
account of the Certificateholder's bank or broker-dealer at The Depository Trust
Company. An In Kind Distribution will be reduced by customary transfer and
registration charges. The tendering Certificateholder will receive his pro rata
number of whole shares of each of the Securities comprising the Trust portfolio
and cash from the Principal Accounts equal to the balance of the Redemption

<PAGE>

Price to which the tendering Certificateholder is entitled. If funds in the
Principal Account are insufficient to cover the required cash distribution to
the tendering Certificateholder, the Trustee may sell Securities in the manner
described above.

The Trustee is irrevocably authorized in its discretion, if the Sponsor
does not elect to purchase a Unit tendered for redemption or if the Sponsor
tenders a Unit for redemption, in lieu of redeeming such Unit, to sell

B-14
<PAGE>
such Unit in the over-the-counter market for the account of the tendering
Certificateholder at prices which will return to the Certificateholder an amount
in cash, net after deducting brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Price for such Unit. The
Trustee will pay the net proceeds of any such sale to the Certificateholder on
the day he would otherwise be entitled to receive payment of the Redemption
Price.

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

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

TRUST ADMINISTRATION

PORTFOLIO SUPERVISION. The Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolio of the Trust, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the Portfolio.
However, the Trust Agreement provides that the Sponsor may direct the
disposition of Securities upon the occurrence of certain events including: (1)
default in payment of amounts due on any of the Securities; (2) institution of
certain legal proceedings; (3) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(4) determination of the Sponsor that the tax treatment of the Trust as a
grantor trust would otherwise be jeopardized; or (5) decline in price as a
direct result of serious adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsor, would make the retention of the
Security detrimental to the Trust or the Certificateholders.

<PAGE>

In addition, the Trust Agreement provides as follows:

(a) If a default in the payment of amounts due on any Security occurs
pursuant to provision 1 above and if the Sponsor fails to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of
that failure by the Sponsor, shall sell the Security.

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

(c) Any property received by the Trustee after the initial Date of
Deposit as a distribution on any of the Securities in a form other than
cash or additional shares of the Securities, which shall be retained, or
shall be promptly sold unless the Sponsor directs that it be retained
by the Trustee. The proceeds of any disposition shall be credited to the
Income or Principal Account of the Trust.

(d) The Sponsor is authorized to increase the size and number of Units
of the Trust by the deposit of Additional Securities, contracts to purchase
Additional Securities or cash or a letter of credit with instructions to
purchase Additional Securities in exchange for the corresponding number of
additional Units

B-15
<PAGE>
from time to time subsequent to the initial Date of Deposit, provided that
the original proportionate relationship among the number of shares of each
Security established on the initial Date of Deposit is maintained to the
extent practicable. The Sponsor may specify the minimum numbers in which
Additional Securities will be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional
Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the
original proportionate relationship. If Securities of an issue originally
deposited are unavailable at the time of the subsequent deposit, the
Sponsor may (i) deposit cash or a letter of credit with instructions to
purchase the Security when it becomes available, or (ii) deposit (or
instruct the Trustee to purchase) either Securities of one or more other
issues originally deposited or a Substitute Security.

TRUST AGREEMENT AND AMENDMENT. The Trust Agreement may be amended by the
Trustee and the Sponsor without the consent of any of the Certificateholders:
(1) to cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (2) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental

<PAGE>

agency; or (3) to make such other provisions in regard to matters arising
thereunder as shall not adversely affect the interests of the
Certificateholders.

The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of the holders of
Certificates evidencing 66 2/3% of the Units then outstanding for the purpose of
modifying the rights of Certificateholders; provided that no such amendment or
waiver shall reduce any Certificateholder's interest in the Trust without his
consent or reduce the percentage of Units required to consent to any such
amendment or waiver without the consent of the holders of all Certificates. The
Trust Agreement may not be amended, without the consent of the holders of all
Certificates in the Trust then outstanding, to increase the number of Units
issuable or to permit the acquisition of any Securities in addition to or in
substitution for those initially deposited in such Trust, except in accordance
with the provisions of the Trust Agreement. The Trustee shall promptly notify
Certificateholders, in writing, of the substance of any such amendment.

TRUST TERMINATION. The Trust Agreement provides that the Trust shall
terminate upon the maturity, redemption or other disposition, as the case may
be, of the last of the Securities held in such Trust but in no event is it to
continue beyond the Mandatory Termination Date. If the value of the Trust shall
be less than the minimum amount set forth under 'Summary of Essential
Information' in Part A, the Trustee may, in its discretion, and shall, when so
directed by the Sponsor, terminate the Trust. The Trust may also be terminated
at any time with the consent of the holders of Certificates representing 100% of
the Units then outstanding. The Trustee may utilize the services of the Sponsor
for the sale of all or a portion of the Securities in the Trust, and in so
doing, the Sponsor will determine the manner, timing and execution of the sales
of the underlying Securities. The Sponsor may receive brokerage commissions from
the Trust in connection with such sales in accordance with applicable law. In
the event of termination, written notice thereof will be sent by the Trustee to
all Certificateholders. Such notice will provide Certificateholders with the
following three options by which to receive their pro rata share of the net
asset value of the Trust and requires their election of one of the three options
by notifying the Trustee prior to the commencement of the Liquidation Period by
returning a properly completed election request (to be supplied to
Certificateholders at least 20 days prior to such date) (see Part A--'Summary of
Essential Information' for the date of the commencement of the Liquidation
Period):

1. A Certificateholder who owns at least 2,500 units and whose
interest in the Trust would entitle him to receive at least one share of
each underlying Security will have his Units redeemed on commencement of
the Liquidation Period by distribution of the Certificateholder's pro rata
share of the net asset value of the

B-16
<PAGE>
Trust on such date distributed in kind to the extent represented by whole
shares of underlying Securities and the balance in cash within three
business days next following the commencement of the Liquidation Period.
Certificateholders subsequently selling such distributed Securities will

<PAGE>

incur brokerage costs when disposing of such Securities. Certificateholders
should consult their own tax adviser in this regard;

2. to receive in cash such Certificateholder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the
agent of the Trustee of the underlying Securities over a period not to
exceed 60 days immediately following the commencement of the Liquidation
Period. The Certificateholder's pro rata share of its net assets of the
Trust will be distributed to such Certificateholder within three days of
the settlement of the trade of the last Security to be sold; and/or

3. upon the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest such
Certificateholder's pro rata share of the net assets of the Trust derived
from the sale by the Sponsor as agent of the Trustee of the underlying
Securities over a period not to exceed 60 days immediately following the
commencement of the Liquidation Period, in units of a subsequent series of
Equity Trust (the 'New Series') provided one is offered. The Units of a New
Series will be purchased by the Certificateholder within three days of the
settlement of the trade for the last Security to be sold. Such purchaser
will be entitled to a reduced sales load upon the purchase of units of the
New Series. It is expected that the terms of the New Series will be
substantially the same as the terms of the Trust described in this
Prospectus, and that similar options with respect to the termination of
such New Series will be available. The availability of this option does not
constitute a solicitation of an offer to purchase Units of a New Series or
any other security. A Certificateholder's election to participate in this
option will be treated as an indication of interest only. At any time prior
to the purchase by the Certificateholder of units of a New Series such
Certificateholder may change his investment strategy and receive, in cash,
the proceeds of the sale of the Securities. An election of this option will
not prevent the Certificateholder from recognizing taxable gain or loss
(except in the case of a loss, if the New Series is treated as
substantially identical to the Trust) as a result of the liquidation, even
though no cash will be distributed to pay any taxes. Certificateholders
should consult their own tax advisers in this regard.

Certificateholders who do not make any election will be deemed to have
elected to receive the termination distribution in cash (option number 2).

The Sponsor has agreed to effect the sales of underlying securities for the
Trustee in the case of the second and third options over a period not to exceed
60 days immediately following the commencement of the Liquidation Period free of
brokerage commissions. The Sponsor, on behalf of the Trustee, will sell, unless
prevented by unusual and unforeseen circumstances, such as, among other reasons,
a suspension in trading of a Security, the close of a stock exchange, outbreak
of hostilities and collapse of the economy, on each business day during the 60
day period at least a number of shares of each Security which then remains in
the portfolio based on the number of shares of each issue in the portfolio)
multiplied by a fraction the numerator of which is one and the denominator of
which is the number of days remaining in the 60 day sales period. The
Redemption Price Per Unit upon the settlement of the last sale of Securities

<PAGE>

during the 60 day period will be distributed to Certificateholders in redemption
of such Certificateholders' interest in the Trust.

Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsor
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 60 day
period immediately following the

B-17
<PAGE>
commencement of the Liquidation Period; depending on the number of sales
required, the prices of and demand for Securities, such sales may tend to
depress the market prices and thus reduce the proceeds of such sales. The
Sponsor believes that the sale of underlying Securities over a 60 day period as
described above is in the best interest of a Certificateholder and may mitigate
the negative market price consequences stemming from the trading of large
amounts of Securities. The Securities may be sold in fewer than 60 days if, in
the Sponsor's judgment, such sales are in the best interest of
Certificateholders. The Sponsor, in implementing such sales of securities on
behalf of the Trustee, will seek to maximize the sales proceeds and will act in
the best interests of the Certificateholders. There can be no assurance,
however, that any adverse price consequences of heavy trading will be mitigated.

It is expected (but not required) that the Sponsor will generally follow
the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first day of the
Liquidation Period; for less liquid Securities, on each of the first two days of
the Liquidation Period, the Sponsor will generally sell any amount of any
underlying Securities at a price no less than 1/2 of one point under the last
closing sale price of those Securities. On each of the following two days, the
price limit will increase to one point under the last closing sale price. After
four days, the Sponsor intends to sell at least a fraction of the remaining
underlying Securities, the numerator of which is one and the denominator of
which is the total number of days remaining (including that day) in the
Liquidation Period, without any price restrictions.

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

By electing to reinvest in the New Series, the Certificateholder indicates
his interest in having his terminating distribution from the Trust invested only

<PAGE>

in the New Series created following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Certificateholders a
yearly opportunity to elect to 'roll over' their terminating distributions into
a New Series. The availability of the reinvestment privilege does not
constitute a solicitation of offers to purchase units of a New Series or any
other security. A Certificateholder's election to participate in the
reinvestment program will be treated as an indication of interest only. The
Sponsor intends to coordinate the date of deposit of a future series so that
the terminating trust will terminate contemporaneously with the creation of a
New Series.

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

THE SPONSOR. The Sponsor, Reich & Tang Distributors L.P. (successor to the
Unit Investment Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited
partnership, is engaged in the brokerage business and is a member of the
National Association of Securities Dealers, Inc. Reich & Tang is also a
registered investment advisor. Reich & Tang maintains its principal business
offices at 600 Fifth Avenue, New York, New York 10020. Reich & Tang Asset
Management L.P. ('RTAM L.P.'), a registered investment adviser having its
principal place of business at 399 Boylston Street, Boston, MA 02116, is the
99% limited partner of the Sponsor. RTAM L.P. is 99.5% owned by New England
Investment Companies, L.P. ('NEIC L.P.') and Reich & Tang Asset Management,
Inc., a wholly owned subsidiary of NEIC L.P., owns the remaining .5% interest
of RTAM L.P. and is its general partner. NEIC L.P.'s general partner is New
England Investment Companies, Inc. ('NEIC'), a holding company offering a broad
array of investment styles across a wide range of asset categories through ten
investment advisory/management affiliates and two distribution affiliates.
These affiliates in the aggregate are investment advisors or managers to over
57 registered investment companies. Reich & Tang is successor Sponsor to Bear
Stearns for numerous series of unit investment trusts, including New York
Municipal Trust, Series 1

B-18
<PAGE>
(and Subsequent Series), Municipal Securities Trust, Series 1 (and Subsequent
Series), 1st Discount Series (and Subsequent Series), Multi-State Series 1 (and
Subsequent Series), Mortgage Securities Trust, Series 1 (and Subsequent Series),
Insured Municipal Securities Trust, Series 1 (and Subsequent Series) and 5th
Discount Series (and Subsequent Series) and Equity Securities Trust, Series 1,
Signature Series, Gabelli Communications Income Trust (and Subsequent Series).

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

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

The Sponsor may resign at any time by delivering to the Trustee an

<PAGE>

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

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

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

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

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

B-19
<PAGE>
jurisdiction appoints a successor Trustee. Upon execution of a written
acceptance of such appointment by such successor Trustee, all the rights,

<PAGE>

powers, duties and obligations of the original Trustee shall vest in the
successor.

Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.

THE PORTFOLIO CONSULTANT. The Portfolio Consultant is I.I. Strategic
Consultants, Inc., a Delaware corporation, with offices at 333 Seventh Avenue,
New York, New York 10001. The Portfolio Consultant is a wholly-owned subsidiary
of Individual Investor Group Inc., a publicly-traded New York corporation which
is publisher of Individual Investor Magazine and Individual Investor Special
Situations Report.

The Portfolio Consultant is not a Sponsor of the Trust. The Portfolio
Consultant has been retained by the Sponsor, at its expense, to utilize its
equity expertise in selecting the Securities deposited in the Trust. The
Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of the
Portfolio and make recommendations to the Sponsor regarding the disposition of
the Securities held by the Trust. The responsibility of monitoring the
Securities of the Portfolio means that if the Portfolio Consultant's views
materially change regarding the appropriateness of an investment in any Security
then held in the Trust based upon the investment objectives, guidelines, terms,
parameters, policies and restrictions supplied to the Portfolio Consultant by
the Sponsor, the Portfolio Consultant will notify the Sponsor of such change to
the extent consistent with applicable legal requirements. The Sponsor is not
obligated to adhere to the recommendations of the Portfolio Consultant regarding
the disposition of Securities. The Sponsor has the sole authority to direct the
Trust to dispose of Securities under the Trust Agreement. The Portfolio
Consultant has no other responsibilities or obligations to the Trust or the
Certificateholders.

The Portfolio Consultant may resign or may be removed by the Sponsor at any
time on sixty days' prior notice. The Sponsor shall use its best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Portfolio
Consultant. If upon resignation of the Portfolio Consultant no successor has
accepted appointment within sixty days after notice of resignation, the Sponsor
has agreed to perform this function.

EVALUATION OF THE TRUST. The value of the Securities in the Trust
portfolio is determined in good faith by the Trustee on the basis set forth
under 'Public Offering--Offering Price.' The Sponsor and the Certificateholders
may rely on any evaluation furnished by the Trustee and shall have no
responsibility for the accuracy thereof. Determinations by the Trustee under the
Trust Agreement shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Trustee shall be under
no liability to the Sponsor or Certificateholders for errors in judgment, except
in cases of its own willful misfeasance, bad faith, gross negligence or reckless

<PAGE>

disregard of its obligations and duties. The Trustee, the Sponsor and the
Certificateholders may rely on any evaluation furnished to the Trustee by an
independent evaluation service and shall have no responsibility for the accuracy
thereof.

TRUST EXPENSES AND CHARGES

All or a portion of the expenses incurred in creating and establishing the
Trust, including the cost of the initial preparation and execution of the Trust
Agreement, registration of the Trust and the Units under the Investment Company
Act of 1940 and the Securities Act of 1933, the initial fees and expenses of the
Trustee,

B-20
<PAGE>
legal expenses and other actual out-of-pocket expenses, will be paid by the
Trust and amortized over the life of the Trust. Offering costs, including the
costs of registering securities with the Securities and Exchange Commission and
the states, will be amortized over the term of the initial offering period,
which may be between 30 and 90 days. All advertising and selling expenses, as
well as any organizational expenses not paid by the Trust, will be borne by the
Sponsors at no cost to the Trust.

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

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

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

The following additional charges are or may be incurred by the Trust: all
expenses (including counsel fees) of the Trustee incurred and advances made in
connection with its activities under the Trust Agreement, including the expenses
and costs of any action undertaken by the Trustee to protect the Trust and the
rights and interests of the Certificateholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trust; indemnification of the

<PAGE>

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

The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any audit expense which exceeds $.50
Cents per 100 Units. Certificateholders covered by the audit during the year may
receive a copy of the audited financials upon request.

EXCHANGE PRIVILEGE AND CONVERSION OFFER

EXCHANGE PRIVILEGE. Certificateholders will be able to elect to exchange
any or all of their Units of this Trust for Units of one or more of any
available series of Equity Securities Trust, Insured Municipal Securities Trust,
Municipal Securities Trust, New York Municipal Trust or Mortgage Securities
Trust (the 'Exchange Trusts') at a reduced sales charge as set forth below.
Under the Exchange Privilege, the Sponsor's repurchase price during the initial
offering period of the Units being surrendered will be based on the market value
of the Securities in the Trust portfolio or on the aggregate offer price of the
Bonds in the other Trust Portfolios; and,

B-21
<PAGE>
after the initial offering period has been completed, will be based on the
aggregate bid price of the Bonds in the particular Trust portfolio. Units in an
Exchange Trust then will be sold to the Certificateholder at a price based on
the aggregate offer price of the Bonds in the Exchange Trust portfolio (or for
units of Equity Securities Trust, based on the market value of the underlying
securities in the Trust portfolio) during the initial public offering period of
the Exchange Trust; and after the initial public offering period has been
completed, based on the aggregate bid price of the Bonds in the Exchange Trust
Portfolio if its initial offering has been completed plus accrued interest (or
for units of Equity Securities Trust, based on the market value of the
underlying securities in the Trust portfolio) and a reduced sales charge as set
forth below.

Except for Certificateholders who wish to exercise the Exchange Privilege
within the first five months of their purchase of Units of the Trust, the sales
charge applicable to the purchase of units of an Exchange Trust shall be
approximately 1.5% of the price of each Exchange Trust unit (or 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust). For
Certificateholders who wish to exercise the Exchange Privilege within the first
five months of their purchase of Units of the Trust, the sales charge applicable
to the purchase of units of an Exchange Trust shall be the greater of (i)
approximately 1.5% of the price of each Exchange Trust unit (or 1,000 Units for

<PAGE>

the Mortgage Securities Trust or 100 Units for the Equity Securities Trust), or
(ii) an amount which when coupled with the sales charge paid by the
Certificateholder upon his original purchase of Units of the Trust at least
equals the sales charge applicable in the direct purchase of units of an
Exchange Trust. The Exchange Privilege is subject to the following conditions:

1. The Sponsor must be maintaining a secondary market in both the
Units of the Trust held by the Certificateholder and the Units of the
available Exchange Trust. While the Sponsor has indicated its intention to
maintain a market in the Units of all Trusts sponsored by it, the Sponsor
is under no obligation to continue to maintain a secondary market and
therefore there is no assurance that the Exchange Privilege will be
available to a Certificateholder at any specific time in the future. At the
time of the Certificateholder's election to participate in the Exchange
Privilege, there also must be Units of the Exchange Trust available for
sale, either under the initial primary distribution or in the Sponsor's
secondary market.

2. Exchanges will be effected in whole units only. Any excess proceeds
from the Units surrendered for exchange will be remitted and the selling
Certificateholder will not be permitted to advance any new funds in order
to complete an exchange. Units of the Mortgage Securities Trust may only be
acquired in blocks of 1,000 Units. Units of the Equity Securities Trust may
only be acquired in block of 100 Units.

3. The Sponsor reserves the right to suspend, modify or terminate the
Exchange Privilege. The Sponsor will provide Certificateholders of the
Trust with 60 days' prior written notice of any termination or material
amendment to the Exchange Privilege, provided that, no notice need be given
if (i) the only material effect of an amendment is to reduce or eliminate
the sales charge payable at the time of the exchange, to add one or more
series of the Trust eligible for the Exchange Privilege or to delete a
series which has been terminated from eligibility for the Exchange
Privilege, (ii) there is a suspension of the redemption of units of an
Exchange Trust under Section 22(e) of the Investment Company Act of 1940,
or (iii) an Exchange Trust temporarily delays or ceases the sale of its
units because it is unable to invest amounts effectively in accordance with
its investment objectives, policies and restrictions. During the 60-day
notice period prior to the termination or material amendment of the
Exchange Privilege described above, the Sponsor will continue to maintain a
secondary market in the units of all Exchange Trusts that could be acquired
by the affected Certificateholders. Certificateholders may, during this
60-day period, exercise the Exchange Privilege in accordance with its terms
then in effect. In the event the Exchange Privilege is not available to a

B-22
<PAGE>
Certificateholder at the time he wishes to exercise it, the
Certificateholder will immediately be notified and no action will be taken
with respect to his Units without further instructions from the
Certificateholder.

To exercise the Exchange Privilege, a Certificateholder should notify the
Sponsor of his desire to exercise his Exchange Privilege. If Units of a

<PAGE>

designated, outstanding series of an Exchange Trust are at the time available
for sale and such Units may lawfully be sold in the state in which the
Certificateholder is a resident, the Certificateholder will be provided with a
current prospectus or prospectuses relating to each Exchange Trust in which he
indicates an interest. He may then select the Trust or Trusts into which he
desires to invest the proceeds from his sale of Units. The exchange transaction
will operate in a manner essentially identical to a secondary market transaction
except that units may be purchased at a reduced sales charge.

EXAMPLE: Assume that after the initial public offering has been completed, a
Certificateholder has five units of a Trust with a current value of $700 per
unit which he has held for more than 5 months and the Certificateholder wishes
to exchange the proceeds for units of a secondary market Exchange Trust with a
current price of $725 per unit. The proceeds from the Certificateholder's
original units will aggregate $3,500. Since only whole units of an Exchange
Trust may be purchased under the Exchange Privilege, the Certificateholder would
be able to acquire four units (or 4,000 Units of the Mortgage Securities Trust
or 400 Units of the Equity Securities Trust) for a total cost of $2,943.50
($2,900 for units and $43.50 for the sales charge). The remaining $556.50 would
be remitted to the Certificateholder in cash. If the Certificateholder acquired
the same number of units at the same time in a regular secondary market
transaction, the price would have been $3,059.50 ($2,900 for units and $159.50
for the sales charge, assuming a 5 1/2% sales charge times the public offering
price).

THE CONVERSION OFFER. Unit owners of any registered unit investment trust
for which there is no active secondary market in the units of such trust (a
'Redemption Trust') will be able to elect to redeem such units and apply the
proceeds of the redemption to the purchase of available Units of one or more
series of Municipal Securities Trust, Insured Municipal Securities Trust,
Mortgage Securities Trust, New York Municipal Trust or Equity Securities Trust
(the 'Conversion Trusts') at the Public Offering Price for units of the
Conversion Trust based on a reduced sales charge as set forth below. Under the
Conversion Offer, units of the Redemption Trust must be tendered to the trustee
of such trust for redemption at the redemption price, which is based upon the
market value of the underlying securities in the Trust portfolio or the
aggregate bid side evaluation of the underlying bonds in other Trust portfolios
and is generally about 1 1/2% to 2% lower than the offering price for such
bonds. The purchase price of the units will be based on the aggregate offer
price of the underlying bonds in the Conversion Trust portfolio during its
initial offering period; or, at a price based on the aggregate bid price of the
underlying bonds if the initial public offering of the Conversion Trust has been
completed, plus accrued interest and a sales charge as set forth below. If the
participant elects to purchase units of the Equity Securities Trust under the
Conversion Offer, the purchase price of the units will be based, at all times,
on the market value of the underlying securities in the Trust portfolio plus a
sales charge.

Except for Certificateholders who wish to exercise the Conversion Offer
within the first five months of their purchase of units of a Redemption Trust,
the sales charge applicable to the purchase of Units of the Conversion Trust
shall be approximately 1.5% of the price of each Unit (or per 1,000 Units for
the Mortgage Securities Trust or 100 Units for the Equity Securities Trust). For

<PAGE>

Certificateholders who wish to exercise the Conversion Offer within the first
five months of their purchase of units of Redemption Trust, the sales charge
applicable to the purchase of Units of a Conversion Trust shall be the greater
of (i) approximately 1.5% of the price of each Unit (or per 1,000 Units for the
Mortgage Securities or 100 Units for the Equity Securities Trust) or (ii) an
amount which when coupled with the sales charge paid by the Certificateholder
upon his original purchase of units of the

B-23
<PAGE>
Redemption Trust at least equals the sales charge applicable in the direct
purchase of Units of a Conversion Trust. The Conversion Offer is subject to the
following limitations:

1. The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there is no
active secondary market at the time the Certificateholder elects to
participate in the Conversion Offer. At the time of the unit owner's
election to participate in the Conversion Offer, there also must be
available units of a Conversion Trust, either under a primary distribution
or in the Sponsor's secondary market.

2. Exchanges under the Conversion Offer will be effected in whole
units only. Unit owners will not be permitted to advance any new funds in
order to complete an exchange under the Conversion Offer. Any excess
proceeds from units being redeemed will be returned to the unit owner.
Units of the Mortgage Securities Trust may only be acquired in blocks of
1,000 units. Units of the Equity Securities Trust may only be acquired in
blocks of 100 Units.

3. The Sponsor reserves the right to modify, suspend or terminate the
Conversion Offer at any time without notice to unit owners of Redemption
Trusts. In the event the Conversion Offer is not available to a unit owner
at the time he wishes to exercise it, the unit owner will be notified
immediately and no action will be taken with respect to his units without
further instruction from the unit owner. The Sponsor also reserves the
right to raise the sales charge based on actual increases in the Sponsor's
costs and expenses in connection with administering the program, up to a
maximum sales charge of 2% per unit (or per 1,000 units for the Mortgage
Securities Trust or 100 Units for the Equity Securities Trust).

To exercise the Conversion Offer, a unit owner of a Redemption Trust should
notify his retail broker of his desire to redeem his Redemption Trust Units and
use the proceeds from the redemption to purchase Units of one or more of the
Conversion Trusts. If Units of a designated, outstanding series of a Conversion
Trust are at that time available for sale and if such Units may lawfully be sold
in the state in which the unit owner is a resident, the unit owner will be
provided with a current prospectus or prospectuses relating to each Conversion
Trust in which he indicates an interest. He then may select the Trust or Trusts
into which he decides to invest the proceeds from the sale of his Units. The
transaction will be handled entirely through the unit owner's retail broker. The
retail broker must tender the units to the trustee of the Redemption Trust for
redemption and then apply the proceeds to the redemption toward the purchase of
units of a Conversion Trust at a price based on the aggregate offer or bid side

<PAGE>

evaluation per Unit of the Conversion Trust, depending on which price is
applicable, plus accrued interest and the applicable sales charge. The
certificates must be surrendered to the broker at the time the redemption order
is placed and the broker must specify to the Sponsor that the purchase of
Conversion Trust Units is being made pursuant to the Conversion Offer. The unit
owner's broker will be entitled to retain $5 of the applicable sales charge.

EXAMPLE: Assume a unit owner has five units of a Redemption Trust which has
held for more than 5 months with a current redemption price of $675 per unit
based on the aggregate bid price of the underlying bonds and the unit owner
wishes to participate in the Conversion Offer and exchange the proceeds for
units of a secondary market Conversion Trust with a current price of $750 per
Unit. The proceeds for the unit owner's redemption of units will aggregate
$3,375. Since only whole units of a Redemption Trust may be purchased under the
Conversion Offer, the unit owner will be able to acquire four units of the
Conversion Trust (or 4,000 units of the Mortgage Securities Trust or 400 Units
of the Equity Securities Trust) for a total cost of $3,045 ($3,000 for units and
$45 for the sale charge). The remaining $330 would be remitted to the unit owner
in cash. If the unit owner acquired the same number of Conversion Trust units at
the same time in a regular secondary market transaction, the price would have
been $3,165 ($3,000 for units and $165 sales charge, assuming a 5 1/2% sales
charge times the public offering price).

B-24
<PAGE>

TAX CONSEQUENCES. A surrender of Units pursuant to the Exchange Privilege
or the Conversion Offer will constitute a 'taxable event' to the
Certificateholder under the Internal Revenue Code. The Certificateholder will
realize a tax gain or loss that will be of a long- or short-term capital or
ordinary income nature depending on the length of time the units have been held
and other factors. (See 'Tax Status'.) A Certificateholder's tax basis in the
Units acquired pursuant to the Exchange Privilege or Conversion Offer will be
equal to the purchase price of such Units. Investors should consult their own
tax advisors as to the tax consequences to them of exchanging or redeeming units
and participating in the Exchange Privilege or Conversion Offer.

OTHER MATTERS

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

INDEPENDENT AUDITORS. The Statement of Condition and Portfolio are
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

B-25

<PAGE>

<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN PARTS A AND B OF THIS PROSPECTUS; AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST, THE TRUSTEE OR THE SPONSOR. THE TRUST IS
REGISTERED AS A UNIT INVESTMENT TRUST UNDER THE INVESTMENT COMPANY ACT OF 1940.
SUCH REGISTRATION DOES NOT IMPLY THAT THE TRUST OR ANY OF ITS UNITS HAVE BEEN
GUARANTEED, SPONSORED, RECOMMENDED OR APPROVED BY THE UNITED STATES OR ANY STATE
OR ANY AGENCY OR OFFICER THEREOF.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE SUCH OFFER IN SUCH STATE.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Title Page
<S> <C>
PART A
Summary of Essential Information.............. A-2
Statement of Condition........................ A-5
Portfolio..................................... A-6
Independent Auditors' Reports................. A-11

PART B
The Trust..................................... B-1
Risk Considerations........................... B-3
Public Offering............................... B-5
Rights of Certificateholders.................. B-7
Tax Status.................................... B-8
Liquidity..................................... B-10
Trust Administration.......................... B-12
Trust Expenses and Charges.................... B-16
Exchange Privilege and Conversion Offer....... B-17
Other Matters................................. B-19
</TABLE>

PARTS A AND B OF THIS PROSPECTUS DO NOT CONTAIN ALL OF THE INFORMATION SET
FORTH IN THE REGISTRATION STATEMENT AND EXHIBITS RELATING THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C., UNDER THE SECURITIES
ACT OF 1933, AND THE INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS
MADE.

----------------------------------------------------
EST SIGNATURE SERIES
----------------------------------------------------

INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING
COMPANIES(REGISTERED) TRUST
----------------------------------------------------

<PAGE>

EQUITY SECURITIES TRUST
SERIES 7
SIGNATURE SERIES
INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING
COMPANIES(REGISTERED) TRUST

(A UNIT INVESTMENT TRUST)

PROSPECTUS

DATED: FEBRUARY 29, 1996

SPONSOR:

REICH & TANG DISTRIBUTORS L.P.
600 Fifth Avenue
New York, New York 10020
212-830-5400

PORTFOLIO CONSULTANT:

I.I. STRATEGIC CONSULTANTS, INC.
333 Seventh Avenue
New York, New York 10001

TRUSTEE:

THE CHASE MANHATTAN BANK, N.A.
770 Broadway
New York, New York 10003

<PAGE>

PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A -- BONDING ARRANGEMENTS

The employees of Reich & Tang Distributors L.P. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.

ITEM B -- CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet on Form S-6.
The Cross-Reference Sheet.

The Prospectus consisting of pages.
Undertakings.

Signatures.

Listed below are the names and registration numbers of each previous series
of Equity Securities Trust, the final prospectus of which properly
supplemented, might be used as preliminary prospectuses for Equity Securities
Trust, Series 9. These final prospectuses are incorporated herein by reference.

Equity Securities Trust, Series 7, Signature Series, Individual
Investor's America's Fastest Growing Companies(R) Trust

(Registration No. 33-64791)
Written consents of the following persons:

Battle Fowler LLP (included in Exhibit 3.1)
Price Waterhouse LLP
I.I. Strategic Consultants, Inc.

The following exhibits:

*99.1.1 -- Reference Trust Agreement including certain amendments to
the Trust Indenture and Agreement referred to under Exhibit
99.1.1.1 below.

99.1.1.1 -- Form of Trust Indenture and Agreement (filed as Exhibit 1.1.1 to
Amendment No. 1 to Form S-6 Registration Statement No. 33-62627
of Equity Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust on November 16, 1995 and
incorporate herein by reference).

99.1.3.4 -- Certificate of Formation and Agreement among Limited
Partners, as amended, of Reich & Tang Distributors L.P.
(filed as Exhibit 99.1.3.4 to Post-Effective Amendment No. 10
to Form S-6 Registration Statements Nos. 2-98914, 33-00376,
33-00856 and 33-01869 of Municipal Securities Trust, Series
28, 39th Discount Series, Series 29 & 40th Discount Series
and Series 30 & 41st Discount Series, respectively, on
October 31, 1995 and incorporated herein by reference).

99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4
to Amendment No. 1 to Form S-6 Registration Statement No.
33-62627 of Equity Securities Trust, Series 6, Signature
Series, Gabelli Entertainment and Media Trust on November 16,
1995 and incorporated herein by reference).

99.2.1 -- Form of Certificate (filed as Exhibit 99.2.1 to Amendment No. 1
to Form S-6 Registration Statement No. 33-62627 of Equity
Securities Trust, Series 6, Signature Series, Gabelli
Entertainment and Media Trust on November 16, 1995 and
incorporated herein by reference).

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

99.6.0 -- Power of Attorney of Reich & Tang Distributors L.P., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 6.0 to Amendment No. 1 to Form S-6
Registration Statement No. 33-62627 of Equity Securities
Trust, Series 6, Signature Series, Gabelli Entertainment and
Media Trust on November 16, 1995 and incorporated herein by
reference).

99.27 - Financial Data Schedule (for EDGAR filing only).

- --------
* To be filed by amendment.

C/M: 11939.0009 397610.1

<PAGE>

UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Series 9, Signature Series, Individual
Investor's America's Fastest Growing Companies(R) Trust II, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of New York and State of New York on the
30th day of August, 1996.

EQUITY SECURITIES TRUST, SERIES 9,
SIGNATURE SERIES, INDIVIDUAL INVESTOR'S
AMERICA'S FASTEST GROWING COMPANIES(R)
TRUST II

(Registrant)

REICH & TANG DISTRIBUTORS L.P.

(Depositor)

By: Reich & Tang Asset Management, Inc.

By /s/ PETER J. DEMARCO
Peter J. DeMarco
(Authorized Signator)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Reich &
Tang Asset Management, Inc., General Partner of Reich & Tang Distributors L.P.,
the Depositor, in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Name Title Date

<S> <C> <C>
PETER S. VOSS President, Chief Executive Officer
and Director

August 30, 1996

By /s/ PETER J. DEMARCO
Peter J. DeMarco
Attorney-In-Fact*

G. NEAL RYLAND Executive Vice President,
Treasurer and Chief
Financial Officer

EDWARD N. WADSWORTH Clerk

RICHARD E. SMITH III Director

STEVEN W. DUFF Director

BERNADETTE N. FINN Vice President

LORRAINE C. HYSLER Secretary

RICHARD DE SANCTIS Vice President and
Treasurer
</TABLE>

- --------
* Executed copies of Powers of Attorney were filed as Exhibit 6.0 to
Amendment No. 1 to Registration Statement No. 33- 62627 on November
16, 1995.

II-2

C/M: 11939.0009 397610.1

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part if this
registration statement on Form S-6 (the "Registration Statement") of our report
dated September , 1996, relating to the Statement of Condition, including the
Portfolio, of Equity Securities Trust, Series 9, Signature Series, Individual
Investor's America's Fastest Growing Companies(R) Trust II which appears in
such Prospectus. We also consent to the reference to us under the heading
"Independent Accountants" in such Prospectus.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York

September , 1996

II-3

C/M: 11939.0009 397610.1

<PAGE>

CONSENT OF PORTFOLIO CONSULTANT

The Sponsor, Trustee and Certificateholders
Equity Securities Trust, Series 9, Signature Series,
Individual Investor's America's Fastest Growing Companies(R) Trust II

We hereby consent to the use of the name "Individual Investor" included
herein and to the reference to our Firm in the Prospectus.

I.I. STRATEGIC CONSULTANTS, INC.

New York, New York
September , 1996

II-4

C/M: 11939.0009 397610.1