VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 64, S-6EL24, 1997-08-07

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 64
S-6EL24, 1997-08-07

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File No: 333-
CIK #1025210

Securities and Exchange Commission
Washington, D.C. 20549-1004
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: Van Kampen American Capital Equity
Opportunity Trust, Series 64

B. Name of Depositor: Van Kampen American Capital
Distributors, Inc.

C. Complete address of Depositor's principal executive offices:

One Parkview Plaza
Oakbrook Terrace Illinois 60181

D. Name and complete address of agents for service:

Chapman And Cutler Van Kampen American Capital
Distributors, Inc.
Attention: Mark J. Kneedy Attention: Don G. Powell, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181

E. Title and amount of securities being registered: An indefinite number
of Units of undivided fractional beneficial interests pursuant to Rule
24f-2 under the Investment Company Act of 1940

F. Proposed maximum offering price to the public of the securities being
registered: Indefinite

G. Amount of registration fee: Not Applicable

H. Approximate date of proposed sale to the public:

As Soon As Practicable After The Effective Date Of The Registration
Statement

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

Van Kampen American Capital Equity Opportunity Trust
Series 64
Cross Reference Sheet

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. Organization and General Information

1. (a) Name of trust ) Prospectus Front Cover Page

(b) Title of securities issued ) Prospectus Front Cover Page

2. Name and address of Depositor ) Summary of Essential Financial
) Information
) Trust Administration

3. Name and address of Trustee ) Summary of Essential Financial
) Information
) Trust Administration

4. Name and address of principal ) Trust Administration
underwriter

5. Organization of trust ) The Trust

6. Execution and termination of ) The Trust
Trust Indenture and Agreement ) Trust Administration

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *

II. General Description of the Trust and
Securities of the Trust

10. General information regarding ) Tax Status
rights of security holders ) Public Offering
) Rights of Unitholders
) Trust Administration
) Risk Factors

11. Type of securities comprising ) Prospectus Front Cover Page
units ) The Trust
) Trust Portfolio
) Risk Factors

12. Certain information regarding ) *
periodic payment certificates )

13. (a) Loan, fees, charges and expenses ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Portfolio
)
) Trust Operating Expenses
) Public Offering
) Rights of Unitholders

(b) Certain information regarding )
periodic payment plan ) *
certificates )

(c) Certain percentages ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
)
) Public Offering
) Rights of Unitholders

(d) Certain other fees, expenses or ) Trust Operating Expenses
charges payable by holders ) Rights of Unitholders

(e) Certain profits to be received ) Public Offering
by depositor, principal ) Trust Portfolio
underwriter, trustee or any )
affiliated persons )

(f) Ratio of annual charges ) *
to income )

14. Issuance of Trust's securities ) Rights of Unitholders

15. Receipt and handling of payments ) *
from purchasers )

16. Acquisition and disposition of ) The Trust
underlying securities ) Rights of Unitholders
) Trust Administration

17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration
18. (a) Receipt and disposition ) Prospectus Front Cover Page
of income ) Rights of Unitholders

(b) Reinvestment of distributions ) *

19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration

20. Certain miscellaneous provisions ) Trust Administration
of Trust Agreement )

21. Loans to security holders ) *

22. Limitations on liability ) Trust Portfolio
) Trust Administration
23. Bonding arrangements ) *

24. Other material provisions of ) *
Trust Indenture Agreement )

III. Organization, Personnel and Affiliated
Persons of Depositor

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) *

27. Business of Depositor ) Trust Administration

28. Certain information as to ) *
officials and affiliated )
persons of Depositor )

29. Companies owning securities ) *
of Depositor )

30. Controlling persons of Depositor ) *

31. Compensation of Officers of ) *
Depositor )

32. Compensation of Directors ) *

33. Compensation to Employees ) *

34. Compensation to other persons ) *

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities ) Public Offering
by states )

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to ) *
distribute )

38. (a) Method of distribution )
)
(b) Underwriting agreements ) Public Offering
)
(c) Selling agreements )

39. (a) Organization of principal ) *
underwriter )

(b) N.A.S.D. membership by ) *
principal underwriter )

40. Certain fees received by ) *
principal underwriter )

41. (a) Business of principal ) Trust Administration
underwriter )

(b) Branch offices or principal ) *
underwriter )

42. Ownership of securities of ) *
the trust )

43. Certain brokerage commissions ) *
received by principal underwriter )

44. (a) Method of valuation ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust Operating Expenses
) Public Offering
(b) Schedule as to offering ) *
price )

46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration
(b) Schedule as to redemption ) *
price )

47. Purchase and sale of interests ) Public Offering
in underlying securities ) Trust Administration

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of ) Trust Administration
trustee )

49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Operating Expenses

50. Trustee's lien ) Trust Operating Expenses

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's )
securities ) *

52. (a) Provisions of trust agreement )
with respect to replacement ) Trust Administration
or elimination portfolio )
securities )

(b) Transactions involving )
elimination of underlying ) *
securities )

(d) Fundamental policy not ) *
otherwise covered )

53. Tax Status of trust ) Tax Status

VII. Financial and Statistical Information

54. Trust's securities during ) *
last ten years )

55. )
56. Certain information regarding ) *
57. periodic payment certificates )
58. )

59. Financial statements (Instructions ) Report of Independent Certified
1(c) to Form S-6) ) Public Accountants
) Statement of Condition

______________________________________________
* Inapplicable, omitted, answer negative or not required

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 the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

Preliminary Prospectus Dated August 7, 1997
Subject To Completion

August 19, 1997

Van Kampen American Capital

Great International Firms Trust, Series 3

The Fund. Van Kampen American Capital Equity Opportunity Trust, Series 64 (the
"Fund") is comprised of one unit investment trust, Great International
Firms Trust, Series 3 (the "Trust"). The Trust offers investors the
opportunity to purchase Units representing proportionate interests in a fixed,
globally diversified portfolio of equity securities issued by blue chip
international companies, all of which are common stocks of foreign issuers
("Equity Securities" or "Securities"). Unless terminated
earlier, the Trust will terminate on August 19, 2002 and any Securities then
held will, within a reasonable time thereafter, be liquidated or distributed
by the Trustee. Any Securities liquidated at termination will be sold at the
then current market value for such Securities; therefore, the amount
distributable in cash to a Unitholder upon termination may be more or less
than the amount such Unitholder paid for his Units. Unless otherwise
indicated, all amounts herein are stated in U.S. dollars computed on the basis
of the exchange rate for the relevant currency on the Initial Date of Deposit.

Attention Foreign Investors. If you are not a United States citizen or
resident, distributions from the Trust may be subject to U.S. federal
withholding. See "Federal Taxation." Such investors should consult
their tax advisers regarding the imposition of U.S. withholding on
distributions.

Objective of the Trust. The objective of the Trust is to provide the potential
for capital appreciation by investing in a globally diversified portfolio of
equity securities of blue chip international companies. See "
Portfolio." There is, of course, no guarantee that the objective of the
Trust will be achieved.

Public Offering Price. The Public Offering Price of the Units of the Trust
includes the aggregate underlying value of the Securities in the Trust's
portfolio, the initial sales charge described below, and cash, if any, in the
Income and Capital Accounts held or owned by the Trust. The initial sales
charge is equal to the difference between the maximum total sales charge of
4.5% of the Public Offering Price and the maximum deferred sales charge ($0.20
per Unit). The monthly deferred sales charge ($0.0333 per Unit) will begin
accruing on a daily basis on February 19, 1998 and will continue to accrue
through August 18, 1998. The monthly deferred sales charge will be charged to
the Trust, in arrears, commencing March 19, 1998 and will be charged on the
19th day of each month thereafter through August 19, 1998. Unitholders will be
assessed only that portion of the deferred sales charge payments not yet
collected. This deferred sales charge will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The total
maximum sales charge assessed to Unitholders on a per Unit basis will be 4.5%
of the Public Offering Price (4.712% of the aggregate value of the Securities
less the deferred sales charge), subject to reduction as set forth in "
Public Offering--General." The Public Offering Price is based on the
aggregate value of the Securities computed on the basis of the offering side
value of the exchange rate for the relevant currency expressed in U.S. dollars
during the initial offering period and on the bid side value for secondary
market transactions. During the initial offering period, the sales charge is
reduced on a graduated scale for sales involving at least 5,000 Units. If
Units were available for purchase at the close of business on the day before
the Initial Date of Deposit, the Public Offering Price per Unit would have
been $XX. For sales charges in the secondary market, see "Public
Offering." The minimum purchase is 100 Units except for certain
transactions described under "Public Offering--Unit Distribution". See
"Public Offering."

Units of the Trust are not insured by the FDIC, are not deposits or other
obligations of, or guaranteed by, any depository institution or any government
agency and are subject to investment risk, including possible loss of the
principal amount invested.

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

Additional Deposits. The Sponsor may, from time to time during a period of up
to approximately six months after the Initial Date of Deposit, deposit
additional Securities in the Trust as provided under "The Trust."

Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by the Trust will be paid in cash on the applicable Distribution
Date to Unitholders of record on the record date as set forth in the
"Summary of Essential Financial Information." The initial estimated
distribution will be $XX per Unit and will be made on December 25, 1997 to
Unitholders of record on December 10, 1997. Any distribution of income and/or
capital will be net of the expenses of the Trust. See "Federal
Taxation." Additionally, upon termination of the Trust, the Trustee will
distribute, upon surrender of Units for redemption, to each Unitholder his pro
rata share of the Trust's assets, less expenses, in the manner set forth under
"Rights of Unitholders--Distributions of Income and Capital."

Secondary Market for Units. After the initial offering period, although not
obligated to do so, the Sponsor intends to maintain a market for Units of the
Trust and offer to repurchase such Units at prices which are based on the
aggregate underlying value of Equity Securities in the Trust (generally
determined by the closing sale or bid prices of the Securities) plus or minus
cash, if any, in the Capital and Income Accounts of the Trust. If a secondary
market is maintained during the initial offering period, the prices at which
Units will be repurchased will be based upon the aggregate underlying value of
the Equity Securities in the Trust (generally determined by the closing sale
or asked prices of the Securities) plus or minus cash, if any, in the Capital
and Income Accounts of the Trust. If a secondary market is not maintained, a
Unitholder may redeem Units through redemption at prices based upon the
aggregate underlying value of the Equity Securities in the Trust plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts of the
Trust. See "Rights of Unitholders--Redemption of Units." Units sold or
tendered for redemption prior to such time as the entire deferred sales charge
has been collected will be assessed the amount of the remaining deferred sales
charge at the time of sale or redemption.

Termination. Commencing on the Mandatory Termination Date Equity Securities
will begin to be sold in connection with the termination of the Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination of the Trust specifying
the time or times at which Unitholders may surrender their certificates for
cancellation shall be given by the Trustee to each Unitholder at his address
appearing on the registration books of the Trust maintained by the Trustee. At
least 30 days prior to the Mandatory Termination Date the Trustee will provide
written notice thereof to all Unitholders. Unitholders will receive a cash
distribution from the sale of the remaining Securities within a reasonable
time after the Trust is terminated. See "Trust Administration--Amendment
or Termination."

Reinvestment Option. Unitholders of any Van Kampen American Capital-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase units of any other Van Kampen American Capital trust in the initial
offering period accepting rollover investments subject to a reduced sales
charge to the extent stated in the related prospectus (which may be deferred
in certain cases).

Unitholders will have the opportunity to have their distributions reinvested
into additional Units of the Trust, subject to any remaining deferred sales
charge payments, if Units are available at the time of reinvestment, or, upon
request, reinvested into an open-end management investment company as
described herein. See "Rights of Unitholders--Reinvestment Option."

Risk Factors. An investment in the Trust should be made with an understanding
of the risks associated therewith, including the possible deterioration of
either the financial condition of the issuers or the general condition of the
stock market and currency fluctuations, the lack of adequate financial
information concerning an issuer and exchange control restrictions impacting
foreign issuers. See "Risk Factors" and "Trust Portfolio."

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 64
Summary of Essential Financial Information
At the Close of Business on the day before the Initial Date of Deposit: August 18, 1997

Sponsor: Van Kampen American Capital Distributors, Inc.
Supervisor: Van Kampen American Capital Investment Advisory Corp.
(An affiliate of the Sponsor)
Evaluator: American Portfolio Evaluation Services
(A division of an affiliate of the Sponsor)
Trustee: The Bank of New York

<S> <C>
General Information
Number of Units <F1>......................................................
Fractional Undivided Interest in the Trust per Unit <F1>..................
Public Offering Price: ...................................................
Aggregate Value of Securities in Portfolio <F2>.......................... $
Aggregate Value of Securities per Unit .................................. $
Maximum Sales Charge <F3>................................................ $
Less Deferred Sales Charge per Unit...................................... $
Public Offering Price Per Unit <F3><F4><F5>.............................. $
Redemption Price per Unit <F6>............................................ $
Secondary Market Repurchase Price per Unit <F6>........................... $
Excess of Public Offering Price per Unit over Redemption Price per Unit... $
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee... Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee..... Maximum of $.0025 per Unit
Mandatory Termination Date............ August 19, 2002
Minimum Termination Value............. The Trust may be terminated if the net asset value of the Trust is less than
$500,000 unless the net asset value of the Trust deposits has exceeded $15,000,000,
then the Trust Agreement may be terminated if the net asset value of the Trust is
less than $3,000,000.
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Calculation of Estimated Net Annual Dividends per Unit <F7>: ...
Estimated Gross Annual Dividends per Unit...................... $
Less: Estimated Annual Expense per Unit........................ $
Estimated Net Annual Dividends per Unit........................ $
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Trustee's Annual Fee <F8>....................... $.008 per Unit
Estimated Annual Organizational Expenses <F9>... $XXX per Unit
Evaluation Time................................. 4:00 p.m. New York Time
Income Distribution Record Date................. Tenth day of March, June, September and December
Income Distribution Date........................ Twenty-fifth of March, June, September and December
Capital Account Record Date..................... Tenth day of December
Capital Account Distribution Date............... Twenty-fifth day of December

- ----------
<FN>
<F1>As of the close of business on any day on which the Sponsor is the sole
Unitholder of the Trust, the number of Units may be adjusted so that the
Public Offering Price per Unit will equal approximately $10. Therefore, to the
extent of any such adjustment the fractional undivided interest per Unit will
increase or decrease from the amount indicated above.

<F2>Each Equity Security listed on a national securities exchange is valued at the
closing sale price or, if the Equity Security is not listed, at the closing
ask price thereof. The aggregate value of Securities in the Trust is based on
the U.S. dollar value of the Securities based on the offering side value of
the related currency exchange rate at the Evaluation Time on the date of this
"Summary of Essential Financial Information".

<F3>The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales Charge
of 4.5% of the Public Offering Price and the amount of the maximum deferred
sales charge of $0.20 per Unit. Subsequent to the Initial Date of Deposit, the
amount of the initial sales charge will vary with changes in the aggregate
value of the Securities in the Trust. In addition to the initial sales charge,
Unitholders will pay a deferred sales charge of $0.0333 per Unit per month
which will begin accruing on a daily basis on February 19, 1998 and will
continue to accrue through August 18, 1998. The monthly deferred sales charge
will be charged to the Trust, in arrears, commencing March 19, 1998 and will
be charged on the 19th day of each month thereafter through August 19, 1998.
Units purchased subsequent to the initial deferred sales charge payment will
be subject only to the portion of the deferred sales charge payments not yet
collected. These deferred sales charge payments will be paid from funds in the
Capital Account, if sufficient, or from the periodic sale of Securities. The
total maximum sales charge will be 4.5% of the Public Offering Price (4.712%
of the aggregate value of the Securities in the Trust less the deferred sales
charge). See the "Fee Table" below and "Public Offering--Offering
Price".

<F4>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts. The
Public Offering Price per Unit is based on the U.S. dollar value of the
Securities based on the offering side value of the related currency exchange
rate.

<F5>Commencing August 19, 1998, the secondary market sales charge will not include
deferred payments but will instead include only a one-time initial sales
charge of 4.0% of the Public Offering Price and will decrease by .5 of 1% on
each subsequent August 19, to a minimum sales charge of 3.0%. See "Public
Offering."

<F6>The Redemption Price per Unit and the Secondary Market Repurchase Price per
Unit are reduced by the unpaid portion of the deferred sales charge. The
Redemption Price per Unit is based on the U.S. dollar value of the Securities
based on the bid side value of the related currency exchange rate.

<F7>Estimated annual dividends are based on annualizing the most recently declared
dividends, or adding together the most recent interim and final dividends
declared, taking into consideration any applicable foreign withholding tax
(converted into U.S. dollars at the offer side of the exchange rate for the
relevant currency at the Evaluation Time). Because organizational expenses are
paid from funds in the Capital Account, Estimated Annual Expense per Unit does
not include Estimated Annual Organizational Expenses.

<F8>The Trustee will receive additional annual compensation, payable in monthly
installments, of XX% and XX% of the market value of the Equity Securities
traded on Australian and Dutch securities exchanges, respectively, and held in
a sub-custodian account at month end.

<F9>The Trust (and therefore Unitholders) will bear all or a portion of its
organizational costs (including costs of preparing the registration statement,
the trust indenture and other closing documents, registering Units with the
Securities and Exchange Commission and states, the initial audit of the
portfolio and the initial fees and expenses of the Trustee but not including
the expenses incurred in the preparation and printing of brochures and other
advertising material and any other selling expenses) as is common for mutual
funds. Total organizational expenses will be amortized over the life of the
Trust. See "Trust Operating Expenses" and "Statement of
Condition." Historically, the sponsors of unit investment trusts have paid
all the costs of establishing such trusts. Estimated Annual Organizational
Expenses have been estimated based on a projected trust size of $XXXX. To the
extent the Trust is larger or smaller, the actual organizational expenses paid
by the Trust (and therefore by Unitholders) will vary from the estimated
amount set forth above.
</TABLE>

FEE TABLE

- --------------------------------------------------------------------------
This Fee Table is intended to assist investors in understanding the costs and
expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering Price--Offering Price" and "Trust Operating
Expenses". Although the Trust is a unit investment trust rather than a
mutual fund, this information is presented to permit a comparison of fees.
Investors should note that while these examples are based on the public
offering price and the estimated fees for the Trust, the actual public
offering price and fees could vary from the estimated amounts below.

Unitholder Transaction Expenses (as of the Initial Date of Deposit) (as a percentage of offering price)

<S> <C> <C>
Initial Sales Charge Imposed on Purchase............................................................... 2.50% <F1> $
Deferred Sales Charge.................................................................................. 2.00% <F2>
------------- ------------
Maximum Sales Charge................................................................................... 4.50% $
============= ============
Maximum Sales Charge Imposed on Reinvested Dividends .................................................. 2.00% <F3> $
============= ============
Estimated Annual Trust Operating Expenses (as of the Initial Date of Deposit) (as a percentage of
aggregate value)
Trustee's Fee ......................................................................................... % $
Portfolio Supervision and Evaluation Fees ............................................................. %
Organizational Costs................................................................................... %
Other Operating Expenses .............................................................................. %
------------- ------------
Total ................................................................................................. % $
============= ============
</TABLE>

Example

<TABLE>
<CAPTION>
Cumulative Expenses Paid for Period of:
------------------------------------------------
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming a
5% annual return and redemption at the end of each time period $ $ $ N/A
</TABLE>

The example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. For purposes of the
example, the deferred sales charge imposed on reinvestment of dividends is not
reflected until the year following payment of the dividend; the cumulative
expenses would be higher if sales charges on reinvested dividends were
reflected in the year of reinvestment. The example should not be considered as
a representation of past or future expenses or annual rate of return; the
actual expenses and annual rate of return may be more or less than those
assumed for purposes of the example.

- ----------
The Initial Sales Charge is actually the difference between 4.50% and the
maximum deferred sales charge ($20.00 per 100 Units) and would exceed 2.50% if
the Public Offering Price exceeds $1,000 per 100 Units.

The actual fee is $0.0333 per Unit, irrespective of purchase or redemption
price, deducted over the 6 months commencing March 19, 1998 (approximately
$3.33 per 100 Units per month). If a holder sells or redeems Units before all
of these deductions have been made, the balance of the deferred sales charge
payments remaining will be deducted from the sales or redemption proceeds. If
Unit price exceeds $10 per Unit, the deferred portion of the sales charge will
be less than 2%; if Unit price is less than $10 per Unit, the deferred portion
of the sales charge will exceed 2%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to only that portion of the
deferred sales charge payments not yet collected.

Reinvested dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of
Unitholders--Reinvestment Option".

THE TRUST

- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust, Series 64 is comprised
of one unit investment trust, Great International Firms Trust, Series 3. 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 date of
this Prospectus (the "Initial Date of Deposit"), among Van Kampen
American Capital Distributors, Inc., as Sponsor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory Corp.,
as Evaluator, Van Kampen American Capital Investment Advisory Corp., as
Supervisor, and The Bank of New York, as Trustee.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery
statements relating to contracts for the purchase of certain such Securities
and an irrevocable letter of credit issued by a financial institution in the
amount required for such purchases. Thereafter, the Trustee, in exchange for
such Securities (and contracts) so deposited, delivered to the Sponsor
documentation evidencing the ownership of that number of Units of the Trust
indicated in "Summary of Essential Financial Information." Unless
otherwise terminated as provided in the Trust Agreement, the Trust will
terminate on the Mandatory Termination Date, and Securities then held will
within a reasonable time thereafter be liquidated or distributed by the
Trustee.

Additional Units of the Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase securities
together with cash or irrevocable letters of credit or (iii) cash (including a
letter of credit) with instructions to purchase additional Securities. As
additional Units are issued by the Trust as a result of the deposit of
additional Securities by the Sponsor, the aggregate value of the Securities in
the Trust will be increased and the fractional undivided interest in the Trust
represented by each Unit will be decreased. The Sponsor may continue to make
additional deposits of Securities or cash with instructions to purchase
Securities into the Trust following the Initial Date of Deposit, provided that
such additional deposits will be in amounts which will maintain, as nearly as
practicable, an equal proportionate relationship among each Equity Security in
the Trust's portfolio. Any deposit of additional Equity Securities will
duplicate, as nearly as is practicable, this equal proportionate relationship
and not the actual proportionate relationship on the Initial Date of Deposit,
since the actual proportionate relationship may be different. Any such
difference may be due to the sale, redemption or liquidation of any of the
Equity Securities deposited in the Trust on the Initial, or any subsequent,
Date of Deposit. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the
Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees. To
minimize this effect, the Trust will attempt to purchase the Securities as
close to the Evaluation Time or as close to the evaluation prices as possible.

Each Unit of the Trust initially offered represents an undivided interest in
the Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being
deposited by the Sponsor, the fractional undivided interest in the Trust
represented by each unredeemed Unit will increase or decrease accordingly,
although the actual interest in the Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor, or until the
termination of the Trust Agreement.

OBJECTIVES AND SECURITIES SELECTION

- --------------------------------------------------------------------------
The objective of the Trust is to provide the potential for capital
appreciation. The portfolio is described below under "Trust Portfolio"
and in "Portfolio". In selecting the Securities, the Sponsor
considered the following factors, among others: the extent to which the
issuers are global leaders in their respective markets and industries; the
extent to which the issuers are leading companies within their home markets;
the attractiveness of the Securities based on an evaluation of return on
equity, price to earnings ratios and price to cash flows; and the
diversification of the Trust portfolio by countries and industries. The
Sponsor attempted to select companies from developed, industrialized countries
that are well-capitalized world and market leaders, exhibit attractive balance
sheets and offer a diversified line of products and/or services.

The Trust seeks to provide investors with the potential for greater rewards
from a diversified international investment portfolio. In the past eleven
years, the U.S. stock market (as represented by the Standard & Poor's 500
Index) has ranked among the top five markets in total return only one time
and, as illustrated in the table below, has never ranked first. As illustrated
in the table below, many global equity markets have outperformed the U.S.
market in past years. International firms across the globe are expanding their
business, exporting to more countries and becoming better known to the
investment community. By investing in international stocks, an investor may
benefit from greater growth potential and added diversity than by
concentrating in U.S. securities alone. If an investor invested only in a
portfolio of U.S. securities, a negative turn in that market could adversely
affect the portfolio. By dedicating a portion of an investment portfolio to
global investments, an investor can be better protected against negative
movements in a single market. The Trust seeks to provide a convenient and
efficient way to take advantage of the growth potential of international
investing by offering a diversified portfolio of blue chip, industry-leading
companies in countries around the world.

The table below illustrates that no single stock market has dominated over
time and that foreign markets have generally offered returns superior to those
available in the U.S. The table shows the total returns of the top performing
stock markets in developed countries for each of the years indicated (as
represented by Morgan Stanley Capital International indices) compared with the
U.S. market (as represented by the Standard & Poor's 500 Index).

<TABLE>
<CAPTION>
Total Return Total Return
Top Performing Market United States Market
- -------- --------------------------- ------------------------
<S> <C> <C>
1986 112.77 % (Spain) 13.42 %
1987 55.96 % (Finland) 0.61 %
1988 50.19 % (Denmark) 11.64 %
1989 101.12 % (Austria) 26.91 %
1990 5.99 % (United Kingdom) (5.59) %
1991 42.77 % (Hong Kong) 27.17 %
1992 27.42 % (Hong Kong) 4.16 %
1993 109.91 % (Hong Kong) 7.02 %
1994 51.29 % (Finland) (0.85) %
1995 42.42 % (Switzerland) 34.74 %
1996 41.27 % (Spain) 22.90 %
</TABLE>

The table represents historical performance of unmanaged indices which are
composites of equity securities considered representative of equity
performance in the countries specified. The historical performance is shown
for illustrative purposes only, represents past performance which is not
indicative of future performance of the Trust and does not include sales
charges or expenses which are imposed on Trust Units.

General. An investor will be subject to taxation on the dividend income
received from the Trust and on gains from the sale or liquidation of
Securities (see "Federal Taxation"). Investors should be aware that
there is not any guarantee that the objectives of the Trust will be achieved
because they are subject to the continuing ability of the respective Security
issuers to continue to declare and pay dividends and because the market value
of the Securities can be affected by a variety of factors. Common stocks may
be especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of
the issuers change. Investors should be aware that there can be no assurance
that the value of the underlying Securities will increase or that the issuers
of the Equity Securities will pay dividends on outstanding common shares. Any
distributions of income will generally depend upon the declaration of
dividends by the issuers of the Securities and the declaration of any
dividends depends upon several factors including the financial condition of
the issuers and general economic conditions.

Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust as of the Initial Date of
Deposit. Subsequent to the Initial Date of Deposit, the Securities may no
longer meet such criteria. Should an Equity Security no longer meet such
criteria, such Equity Security will not, simply as a result of such fact, be
removed from the portfolio of the Trust.

Investors should be aware that the Trust is not a "managed" fund and
as a result the adverse financial condition of a company will not result in
its elimination from the portfolio except under extraordinary circumstances
(see "Trust Administration--Portfolio Administration"). In addition,
Securities will not be sold by the Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Investors should
note in particular that the Securities were selected by the Sponsor as of the
Initial Date of Deposit. The Trust may continue to purchase or hold Securities
originally selected through this process even though the evaluation of the
attractiveness of the Securities may have changed and, if the evaluation were
performed again at that time, the Securities would not be selected for the
Trust.

TRUST PORTFOLIO

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The Trust consists of 28 different issues of Equity Securities which are
issued by blue chip international companies, all of which are common stocks of
foreign issuers. All of the Equity Securities are listed on a national or
foreign securities exchange or are traded in the over-the-counter market. The
following is a general description of each.

[PORTFOLIO DESCRIPTIONS TO COME]

General. The Trust consists of (a) the Securities listed under
"Portfolio" as may continue to be held from time to time in the Trust, (b)
any additional Securities acquired and held by the Trust pursuant to the
provisions of the Trust Agreement and (c) any cash held in the Income and
Capital Accounts. Neither the Sponsor nor the Trustee shall be liable in any
way for any failure in any of the Securities. However, should any contract for
the purchase of any of the Securities initially deposited hereunder fail, the
Sponsor will, unless substantially all of the moneys held in the Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Trust Agreement, refund the cash and sales charge attributable to such
failed contract to all Unitholders on the next distribution date.

Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will in most cases be distributed to Unitholders and will not be
reinvested, no assurance can be given that the Trust will retain for any
length of time its present size and composition. Although the portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances. See "Trust Administration--Portfolio
Administration." Equity Securities, however, will not be sold by the Trust
to take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.

RISK FACTORS

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General. An investment in Units should be made with an understanding of the
risks which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the general
condition of the common stock market may worsen and the value of the Equity
Securities and therefore the value of the Units may decline. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases of 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. Shareholders of
common stocks have rights to receive payments from the issuers of those common
stocks that are generally subordinate to those of creditors of, or holders of
debt obligations or preferred stocks of, such issuers. Shareholders of common
stocks of the type held by the Trust have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus the value of the Equity Securities in the portfolio 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 or at the time a Unitholder
purchases Units.

Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity, have
generally inferior rights to receive payments from the issuer in comparison
with the rights of creditors of, or holders of debt obligations or preferred
stocks issued by, the issuer. Cumulative preferred stock dividends must be
paid before common stock dividends and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of cumulative
preferred stock. Preferred stockholders are also generally entitled to rights
on liquidation which are senior to those of common stockholders.

Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for the Equity Securities may depend on whether dealers will make a market in
the Equity Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity Securities
will be maintained or of the liquidity of the Equity Securities in any markets
made. In addition, the Trust may be restricted under the Investment Company
Act of 1940 from selling Equity Securities to the Sponsor. The price at which
the Equity Securities may be sold to meet redemptions, and the value of the
Trust, will be adversely affected if trading markets for the Equity Securities
are limited or absent.

The Trust Agreement authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities, or
cash (including a letter of credit) with instructions to purchase additional
Securities, in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, existing and new investors may
experience a dilution of their investments and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage fees. To minimize this
effect, the Trust will attempt to purchase the Securities as close to the
Evaluation Time or as close to the evaluation prices as possible.

Unitholders will be unable to dispose of any of the Equity Securities in the
portfolio, as such, and will not be able to vote the Equity Securities. As the
holder of the Equity Securities, the Trustee will have the right to vote all
of the voting stocks in the Trust and will vote such stocks in accordance with
the instructions of the Sponsor. In the absence of any such instructions by
the Sponsor, the Trustee will vote such stocks so as to insure that the stocks
are voted as closely as possible in the same manner and same general
proportion as are shares held by owners other than the Trust.

Foreign Equity Risks. Since the Equity Securities consist of securities of
foreign issuers, an investment in the Trust involves certain investment risks
that are different in some respects from an investment in a trust which
invests entirely in the securities of domestic issuers. These investment risks
include future political or governmental restrictions which might adversely
affect the payment or receipt of payment of dividends on the relevant Equity
Securities, the possibility that the financial condition of the issuers of the
Equity Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute directly to a
decrease in the value of the Equity Securities and thus in the value of the
Units), the limited liquidity and relatively small market capitalization of
the relevant securities market, expropriation or confiscatory taxation,
economic uncertainties and foreign currency devaluations and fluctuations. In
addition, for foreign issuers that are not subject to the reporting
requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. Also,
foreign issuers are not necessarily subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of comparable
domestic issuers. In addition, fixed brokerage commissions and other
transaction costs on foreign securities exchanges are generally higher than in
the United States and there is generally less government supervision and
regulation of exchanges, brokers and issuers in foreign countries than there
is in the United States. However, due to the nature of the issuers of the
Equity Securities, the Sponsor believes that adequate information will be
available to allow the Supervisor to provide portfolio surveillance for the
Trust.

Equity securities issued by non-U.S. issuers generally pay dividends in
foreign currencies and are principally traded in foreign currencies.
Therefore, there is a risk that the United States dollar value of these
securities will vary with fluctuations in the U.S. dollar foreign exchange
rates for the various Equity Securities. See "Exchange Rate" below.

On the basis of the best information available to the Sponsor at the present
time, none of the Equity Securities are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of dividends due on, or proceeds from the sale of, the Equity
Securities. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payment to the Trust. In addition, the adoption of exchange control
regulations and other legal restrictions could have an adverse impact on the
marketability of international securities in the Trust and on the ability of
the Trust to satisfy its obligation to redeem Units tendered to the Trustee
for redemption.

Investors should be aware that it may not be possible to buy all Equity
Securities at the same time because of the unavailability of any Equity
Security, and restrictions applicable to the Trust relating to the purchase of
an Equity Security by reason of the federal securities laws or otherwise.

Foreign securities generally have not been registered under the Securities Act
of 1933 and may not be exempt from the registration requirements of such Act.
Sales of non-exempt Equity Securities by the Trust in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Equity Securities by the Trust will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that the Trust will encounter obstacles in disposing of the
Equity Securities, investors should realize that the Equity Securities may be
traded in foreign countries where the securities markets are not as developed
or efficient and may not be as liquid as those in the United States. The value
of the Equity Securities will be adversely affected if trading markets for the
Equity Securities are limited or absent.

Exchange Rate. The Trust is concentrated in Equity Securities that are
principally traded in foreign currencies and as such involves investment risks
that are substantially different from an investment in a fund which invests in
securities that are principally traded in United States dollars. The United
States dollar value of the portfolio (and hence of the Units) and of the
distributions from the portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the related foreign currencies. Most
foreign currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the rate of inflation in the respective economies compared to the
United States, the impact of interest rate differentials between different
currencies on the movement of foreign currency rates, the balance of imports
and exports of goods and services, the soundness of the world economy and the
strength of the respective economy as compared to the economies of the United
States and other countries.

The post-World War II international monetary system was, until 1973, dominated
by the Bretton Woods Treaty, which established a system of fixed exchange
rates and the convertibility of the United States dollar into gold through
foreign central banks. Starting in 1971, growing volatility in the foreign
exchange markets caused the United States to abandon gold convertibility and
to effect a small devaluation of the United States dollar. In 1973, the system
of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily
currency valuations depend on supply and demand in a freely fluctuating
international market. Many smaller or developing countries have continued to
"peg" their currencies to the United States dollar although there has
been some interest in recent years in "pegging" currencies to "
baskets" of other currencies or to a Special Drawing Right administered by
the International Monetary Fund. Currencies are generally traded by leading
international commercial banks and institutional investors (including
corporate treasurers, money managers, pension funds and insurance companies).
From time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of preventing
or reducing substantial exchange rate fluctuations.

Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of currencies, interest rate
differentials between the currencies and the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling
large amounts of the same currency or currencies. However, over the long term,
the currency of a country with a low rate of inflation and a favorable balance
of trade should increase in value relative to the currency of a country with a
high rate of inflation and deficits in the balance of trade.

The Evaluator will estimate the current exchange rate for the appropriate
foreign currencies based on activity in the related currency exchange market.
However, since this market may be volatile and is constantly changing,
depending on the activity at any particular time of the large international
commercial banks, various central banks, large multi-national corporations,
speculators and other buyers and sellers of foreign currencies, and since
actual foreign currency transactions may not be instantly reported, the
exchange rates estimated by the Evaluator may not be indicative of the amount
in United States dollars the Trust would receive had the Trustee sold any
particular currency in the market. The foreign exchange transactions of the
Trust will be concluded by the Trustee with foreign exchange dealers acting as
principals on a spot (i.e., cash) buying basis. Although foreign exchange
dealers trade on a net basis, they do realize a profit based upon the
difference between the price at which they are willing to buy a particular
currency (bid price) and the price at which they are willing to sell the
currency (offer price).

FEDERAL TAXATION

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The Trust has elected and intends to qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If the
Trust so qualifies and timely distributed to Unitholders 90% or more of its
taxable income (without regard to its net capital gain, i.e., the excess of
its net long-term capital gain over its net short-term capital loss), it will
not be subject to federal income tax on the portion of its taxable income
(including any net capital gain) that it distributed to Unitholders. In
addition, to the extent the Trust timely distributes to Unitholders at least
98% of its taxable income (including any net capital gain), it will not be
subject to the 4% excise tax on certain undistributed income of "regulated
investment companies." Because the Trust intends to timely distribute its
taxable income (including any net capital gain), it is anticipated that the
Trust will not be subject to federal income tax or the excise tax. Although
all or a portion of the Trust's taxable income (including any net capital
gain) for the taxable year may be distributed to Unitholders shortly after the
end of the calendar year, such a distribution will be treated for federal
income tax purposes as having been received by Unitholders during the calendar
year just ended.

Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that
they exceed his basis, will be treated as a gain from the sale of his Units as
discussed below.

Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as
long-term capital gain, regardless of the length of time the Units have been
held by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial
institution. For taxpayers other than corporations, net capital gains are
presently subject to a maximum stated marginal tax rate of 28%. However, it
should be noted that legislative proposals are introduced from time to time
that affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed. A capital loss is long-term if the asset
is held for more than one year and short-term if held for one year or less. If
a Unitholder holds Units for six months or less and subsequently sells such
Units at a loss, the loss will be treated as a long-term capital loss to the
extent that any long-term capital gain distribution is made with respect to
such Units during the six-month period or less that the Unitholder owns the
Units.

Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is
deferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by
a Unitholder subject to limitations on the deduction of investment interest.
In such case, the non-interest portion of the deferred sales charge would be
added to the Unitholder's tax basis in his Units. In any case the income (or
proceeds from redemption) a Unitholder must take into account for federal
income tax purposes is not reduced by amounts deducted to pay the deferred
sales charge.

The Revenue Reconciliation Act of 1993 (the "Act") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital gains
are taxed at a comparatively lower rate under the Act, the Act includes a
provision that recharacterizes capital gains as ordinary income in the case of
certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.

Distributions which are taxable as ordinary income to Unitholders will
constitute dividends for federal income tax purposes. To the extent dividends
received by the Trust are attributable to foreign corporations, a corporation
that owns Units will not be entitled to the dividends received deduction with
respect to its pro rata portion of such dividends, since the dividends
received deduction is generally available only with respect to dividends paid
by domestic corporations. The Trust will provide each Unitholder with
information annually concerning what part of the Trust distributions are
eligible for the dividends received deduction.

The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a
pro rata portion of the foreign securities held by the Trust, must include in
their gross income, for federal income tax purposes, both their portion of
dividends received by the Trust and also their portion of the amount which the
Trust deems to be the Unitholders' portion of foreign income taxes paid with
respect to, or withheld from, dividends, interest or other income of the Trust
from its foreign investments. Unitholders may then subtract from their federal
income tax the amount of such taxes withheld, or else treat such foreign taxes
as deductions from gross income; however, as in the case of investors
receiving income directly from foreign sources, the above described tax credit
or deduction is subject to certain limitations. Unitholders should consult
their tax advisers regarding this election and its consequences to them.

Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation under
present law do not include expenses incurred by the Trust so long as the Units
are held by or for 500 or more persons at all times during the taxable year or
another exception is met. In the event the Units are held by fewer than 500
persons, additional taxable income may be realized by the individual (and
other noncorporate) Unitholders in excess of the distributions received from
the Trust.

Distributions reinvested into additional Units of the Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).

As discussed in "Rights of Unitholders--Redemption of Units", under
certain circumstances a Unitholder who owns at least 1,000 Units may request
an In Kind Distribution of any Securities traded in a U.S. securities market
upon the redemption of Units or the termination of the Trust. Unitholders
electing an In Kind Distribution of shares of such Securities should be aware
that the exchange is subject to taxation and Unitholders will recognize gain
or loss based on the value of the Securities received.

The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be
requested to provide the Unitholder's taxpayer identification number to the
Trustee and to certify that the Unitholder has not been notified that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.

The foregoing discussion relates only to the federal income tax status of the
Trust and to the tax treatment of distributions by the Trust to United States
Unitholders.

A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from the Trust which constitute dividends for Federal income tax
purposes (other than dividends which the Trust designates as capital gain
dividends) will be subject to United States income taxes, including
withholding taxes. However, distributions received by a foreign investor from
the Trust that are designated by the Trust as capital gain dividends should
not be subject to United States Federal income taxes, including withholding
taxes, if all of the following conditions are met (i) the capital gain
dividend is not effectively connected with the conduct by the foreign investor
of a trade or business within the United States, (ii) the foreign investor (if
an individual) is not present in the United States for 183 days or more during
his or her taxable year, and (iii) the foreign investor provides all
certification which may be required of his status (foreign investors may
contact the Sponsor to obtain a Form W-8 which must be filed with the Trustee
and refiled every three calendar years thereafter). Foreign investors should
consult their tax advisers with respect to United States tax consequences of
ownership of Units. Units in the Trust and Trust distributions may also be
subject to state and local taxation and Unitholders should consult their tax
advisers in this regard.

Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.

TRUST OPERATING EXPENSES

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Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trust. However, Van Kampen
American Capital Investment Advisory Corp., which is an affiliate of the
Sponsor, will receive an annual supervisory fee, which is not to exceed the
amount set forth under "Summary of Essential Financial Information,"
for providing portfolio supervisory services for the Trust. Such fee (which is
based on the number of Units outstanding on January 1 of each year for which
such compensation relates except during the initial offering period in which
event the calculation is based on the number of Units outstanding at the end
of the month of such calculation) may exceed the actual costs of providing
such supervisory services for this Trust, but at no time will the total amount
received for portfolio supervisory services rendered to all unit investment
trusts sponsored by the Sponsor for which the Supervisor provides portfolio
supervisory services in any calendar year exceed the aggregate cost to the
Supervisor of supplying such services in such year. In addition, the
Evaluator, which is a division of Van Kampen American Capital Investment
Advisory Corp., shall receive the annual per Unit evaluation fee set forth
under "Summary of Essential Financial Information" (which amount is
based on the number of Units outstanding on January 1 of each year for which
such compensation relates except during the initial offering period in which
event the calculation is based on the number of Units outstanding at the end
of the month of such calculation) for regularly evaluating the Trust
portfolio. The foregoing fees are payable as described under "General"
below. Both of the foregoing fees may be increased without approval of the
Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price
Index published by the United States Department of Labor or, if such category
is no longer published, in a comparable category. The Sponsor will receive
sales commissions and may realize other profits (or losses) in connection with
the sale of Units and the deposit of the Securities as described under "
Public Offering--Sponsor Profits."

Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from the Trust set forth under "Summary of Essential Financial
Information" (which amount is based on the number of Units outstanding on
January 1 of each year for which such compensation relates except during the
initial offering period in which event the calculation is based on the number
of Units outstanding at the end of the month of such calculation). The
Trustee's fees are payable as described under "General" below. The
Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trust is expected to result from the use of these funds. Such
fees may be increased without approval of the Unitholders by amounts not
exceeding proportionate increases under the category "All Services Less
Rent of Shelter" in the Consumer Price Index published by the United
States Department of Labor or, if such category is no longer published, in a
comparable category. For a discussion of the services rendered by the Trustee
pursuant to its obligations under the Trust Agreement, see "Rights of
Unitholders--Reports Provided" and "Trust Administration."

Miscellaneous Expenses. Expenses incurred in establishing the Trust, including
the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and
state registration fees, the initial fees and expenses of the Trustee, legal
and accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over the life of the Trust.
The following additional charges are or may be incurred by the Trust: (a)
normal expenses (including the cost of mailing reports to Unitholders)
incurred in connection with the operation of the Trust, (b) fees of the
Trustee for extraordinary services, (c) expenses of the Trustee (including
legal and auditing expenses) and of counsel designated by the Sponsor, (d)
various governmental charges, (e) expenses and costs of any action taken by
the Trustee to protect the Trust and the rights and interests of Unitholders,
(f) indemnification of the Trustee for any loss, liability or expenses
incurred in the administration of the Trust without negligence, bad faith or
wilful misconduct on its part, (g) foreign custodial and transaction fees, (h)
accrual of costs associated with liquidating securities, and (i) expenditures
incurred in contacting Unitholders upon termination of the Trust. The fees and
expenses set forth herein are payable as described under "General"
below.

General. The fees and expenses set forth herein are payable monthly out of the
Income Account of the Trust or, if insufficient, from the Capital Account.
When such fees and expenses are paid by or owing to the Trustee, they are
secured by a lien on the Trust's portfolio. Since the Equity Securities are
all common stocks, and the income stream produced by dividend payments is
unpredictable, the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of the Trust. If the balance in the
Income and Capital Accounts is insufficient to provide for amounts payable by
the Trust, the Trustee has the power to sell Equity Securities to pay such
amounts. These sales may result in capital gains or losses to Unitholders. See
"Federal Taxation."

PUBLIC OFFERING

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General. Units are offered at the Public Offering Price. The Public Offering
Price is based on the aggregate underlying value of the Securities in the
Trust's portfolio, the initial sales charge described below, and cash, if any,
in the Income and Capital Accounts held or owned by the Trust. The initial
sales charge is equal to the difference between the maximum total sales charge
for the Trust of 4.5% of the Public Offering Price and the maximum deferred
sales charge for the Trust ($0.20 per Unit). The monthly deferred sales charge
($0.0333 per Unit) will begin accruing on a daily basis on February 19, 1998
and will continue to accrue through August 18, 1998. The monthly deferred
sales charge will be charged to the Trust, in arrears, commencing March 19,
1998 and will be charged on the 19th day of each month thereafter through
August 19, 1998. If any deferred sales charge payment date is not a business
day, the payment will be charged to the Trust on the next business day.
Unitholders will be assessed only that portion of the deferred sales charge
accrued from the time they became Unitholders of record. Units purchased
subsequent to the initial deferred sales charge payment will be subject to
only that portion of the deferred sales charge payments not yet collected.
This deferred sales charge will be paid from funds in the Capital Account, if
sufficient, or from the periodic sale of Securities. The total maximum sales
charge assessed to Unitholders on a per Unit basis will be 4.5% of the Public
Offering Price (4.712% of the aggregate value of the Securities in the Trust
less the deferred sales charge). The Public Offering Price per Unit is based
on the U.S. dollar value of the Securities based on the offering side value of
the related currency exchange rate as of the Evaluation Time during the
initial offering period and on the bid side value for secondary market
transactions. The sales charge for secondary market transactions is described
under "Offering Price" below. The initial sales charge applicable to
quantity purchases is, during the initial offering period, reduced on a
graduated basis to any person acquiring 5,000 or more Units as follows:

<TABLE>
<CAPTION>
Aggregate Number Dollar Amount of Sales
of Units Purchased * Charge Reduction Per Unit
<S> <C>
5,000-9,999 $0.03
10,000-24,999 $0.05
25,000-49,999 $0.10
50,000-99,999 $0.15
100,000 or more $0.20
_______________
*The breakpoint sales charges are also applied on
a dollar basis utilizing a breakpoint equivalent
of $10 per Unit and will be applied on whichever
basis is more favorable to the investor. The
breakpoints will be adjusted to take into
consideration purchase orders stated in dollars
which cannot be completely fulfilled due to the
requirement that only whole Units be issued.
</TABLE>

The sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent. This reduced sales charge structure will apply on all
purchases by the same person from any one dealer of units of Van Kampen
American Capital-sponsored unit investment trusts which are being offered in
the initial offering period (a) on any one day (the "Initial Purchase
Date") or (b) on any day subsequent to the Initial Purchase Date if (1)
the units purchased are of a unit investment trust purchased on the Initial
Purchase Date, and (2) the person purchasing the units purchased a sufficient
amount of units on the Initial Purchase Date to qualify for a reduced sales
charge on such date. In the event units of more than one trust are purchased
on the Initial Purchase Date, the aggregate dollar amount of such purchases
will be used to determine whether purchasers are eligible for a reduced sales
charge. Such aggregate dollar amount will be divided by the public offering
price per unit (on the day preceding the date of purchase) of each respective
trust purchased to determine the total number of units which such amount could
have purchased of each individual trust. Purchasers must then consult the
applicable trust's prospectus to determine whether the total number of units
which could have been purchased of a specific trust would have qualified for a
reduced sales charge and, if so qualified, the amount of such reduction.
Assuming a purchaser qualifies for a sales charge reduction or reductions, to
determine the applicable sales charge reduction or reductions it is necessary
to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of
the spouse of a purchaser or in the name of a child of such purchaser under 21
years of age will be deemed for the purposes of calculating the applicable
sales charge to be additional purchases by the purchaser. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for one or more trust estate or fiduciary accounts.

During the initial offering period of the Trust, unitholders of any Van Kampen
American Capital-sponsored unit investment trust may utilize their redemption
or termination proceeds to purchase Units of this Trust subject only to the
deferred sales charge described herein.

Employees of Van Kampen American Capital Distributors, Inc. and its affiliates
may purchase Units of the Trust at the current Public Offering Price less the
underwriting commission or the dealer's concession in the absence of an
underwriting commission. Registered representatives of selling brokers,
dealers, or agents may purchase Units of the Trust at the current Public
Offering Price less the dealer's concession during the initial offering period
and for secondary market transactions.

Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a sales charge
reduction for quantity purchases) less the concession the Sponsor typically
allows to brokers and dealers for purchases (see "Public Offering--Unit
Distribution") 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 sales charge reductions for
quantity purchases.

Offering Price. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in
accordance with fluctuations in the prices of the underlying Securities in the
Trust. The Public Offering Price is based on the aggregate value of the
Securities computed on the basis of the offering side or bid side value of the
related currency exchange rate at the Evaluation Time expressed in U.S.
dollars during the initial offering period or secondary market, respectively.

As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge of 4.5% of the
Public Offering Price and the maximum deferred sales charge ($0.20 per Unit)
and dividing the sum so obtained by the number of Units outstanding. The
Public Offering Price shall also include the proportionate share of any cash
held in the Capital Account. This computation produced a gross underwriting
profit equal to 4.5% of the Public Offering Price. Such price determination as
of the close of business on the day before the Initial Date of Deposit was
made on the basis of an evaluation of the Securities in the Trust prepared by
Interactive Data Corporation, a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities. After the close of
business on the day before the Initial Date of Deposit, the Evaluator will
appraise or cause to be appraised daily the value of the underlying Securities
as of the Evaluation Time on days the New York Stock Exchange is open (except
as stated below) and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received prior to the next computation of net asset value on
each such day. Orders received by the Trustee or Sponsor for purchases, sales
or redemptions after that time, or on a day when the New York Stock Exchange
is closed, will be held until the next determination of price. No such
evaluation will be made on any date on which Securities representing greater
than 33% of the aggregate value of the Trust are not traded on the principal
trading exchange for such Securities due to a customary business holiday on
such exchange. Accordingly, purchases or redemptions of Units on such a day
will be based on the next determination of price of the Securities (and the
price of such Units would be the next computed Unit price). Unitholders who
purchase Units subsequent to the Initial Date of Deposit will pay an initial
sales charge equal to the difference between the maximum total sales charge
for the Trust of 4.5% of the Public Offering Price and the maximum deferred
sales charge for the Trust ($0.20 per Unit) and will be assessed a deferred
sales charge of $0.0333 per Unit on each of the remaining deferred sales
charge payment dates as set forth in "Public Offering--General". The
Sponsor currently does not intend to maintain a secondary market after
February 18, 2002. Commencing on August 19, 1998, the secondary market sales
charge will not include deferred payments but will instead include only a
one-time initial sales charge of 4.0% of the Public Offering Price and will be
reduced by .5 of 1% on each subsequent August 19, to a minimum sales charge of
3.0%.

The aggregate underlying value of the Equity Securities during the initial
offering period is determined on each business day by the Evaluator in the
following manner: if the Equity Securities are listed on a national or foreign
securities exchange this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price
on that exchange, at the closing ask prices. The evaluation of a Security
traded on a foreign securities exchange will take into consideration any event
or announcement occurring after the close of the related foreign securities
exchange and prior to the Evaluation Time which could have a material affect
on the value of such Security. If the Equity Securities are not listed on a
national or foreign securities exchange or, if so listed and the principal
market therefor is other than on the exchange, the evaluation shall generally
be based on the current ask price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current ask prices are unavailable, the evaluation is generally determined (a)
on the basis of current ask prices for comparable securities, (b) by
appraising the value of the Equity Securities on the ask side of the market or
(c) by any combination of the above. The value of the Equity Securities during
the initial offering period is based on the aggregate value of the Securities
computed on the basis of the offering side value of the currency exchange rate
expressed in U.S. dollars as of the Evaluation Time.

In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities in the Trust
but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.

Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Sponsor, broker-dealers and others at the
Public Offering Price. Upon the completion of the initial offering period,
Units repurchased in the secondary market, if any, may be offered by this
Prospectus at the secondary market Public Offering Price in the manner
described above.

The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units on the Initial Date of Deposit of
3.60%. After the Initial Date of Deposit, broker-dealers or others will be
allowed a concession or agency commission in connection with the distribution
of Units during the initial offering period of 3.20% per Unit; volume
concessions or agency commissions of an additional .30% of the Public Offering
Price will be given to any broker/dealer or bank who purchases from the
Sponsor at least $100,000 (or 10,000 Units) on the Initial Date of Deposit or
$250,000 (or 25,000 Units) on any day thereafter. Any quantity discount
provided to investors will be borne by the selling dealer or agent as
indicated under "General" above. For secondary market transactions,
such concession or agency commission will amount to 70% of the sales charge
applicable to the transaction. The breakpoint concessions or agency
commissions are applied on either a Unit or a dollar basis utilizing a
breakpoint equivalent of $10 per Unit and will be applied on whichever basis
is more favorable to the broker-dealer. The breakpoints will be adjusted to
take into consideration purchase orders stated in dollars which cannot be
completely fulfilled due to the requirement that only whole Units be issued.

Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the
agency commission referred to above) is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting Trust
Units; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not 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.

To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 100 Units except as stated
herein. In connection with fully disclosed transactions with the Sponsor, the
minimum purchase requirement will be that number of Units set forth in the
contract between the Sponsor and the related broker or agent. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase
of Units and to change the amount of the concession or agency commission to
dealers and others from time to time.

Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to 4.5% of the Public Offering Price of the Units (equivalent to 4.712% of the
aggregate value of Securities less the deferred sales charge), less any
reduced sales charge for quantity purchases (as described under "
General" above). Any quantity discount provided to investors will be borne
by the selling broker, dealer or agent as indicated under "General"
above.

In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Notes to
Portfolio." The Sponsor has not participated as sole underwriter or as
manager or as a member of the underwriting syndicates or as an agent in a
private placement for any of the Securities in the Trust portfolio. The
Sponsor may further realize additional profit or loss during the initial
offering period as a result of the possible fluctuations in the market value
of the Securities in the Trust after a date of deposit, since all proceeds
received from purchasers of Units (excluding dealer concessions and agency
commissions allowed, if any) will be retained by the Sponsor. Broker-dealers
or others (each "a distributor") who distribute 500,000-999,999 Units
during the initial offering period will receive additional compensation from
the Sponsor, after the close of the initial offering period, of $0.005 for
each Unit it distributes; or each distributor who distributes 1,000,000 or
more Units will receive additional compensation of $0.01 for each Unit it
distributes. The additional compensation breakpoints are also applied on a
dollar basis utilizing a breakpoint equivalent of $10 per Unit and will be
applied on whichever basis is more favorable to the distributor. The
breakpoints will be adjusted to take into consideration purchase orders stated
in dollars which cannot be completely fulfilled due to the requirement that
only whole Units be issued.

Broker-dealers of the Trust, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a
nominal award for each of their representatives who have sold a minimum number
of units or 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 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 persons 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 entities 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 its own assets, and not out of the assets of the Trust.
These programs will not change the price Unitholders pay for their Units or
the amount that the Trust will receive from the Units sold.

A person will become the owner of Units on the date of settlement provided
payment has been received. Cash, if any, made available to the Sponsor prior
to the date of settlement for the purchase of Units may be used in the
Sponsor's business and may be deemed to be a benefit to the Sponsor, subject
to the limitations of the Securities Exchange Act of 1934.

As stated under "Public Market" below, the Sponsor intends to maintain
a secondary market for Units of the Trust for the period indicated. In so
maintaining a market, the Sponsor will also realize profits or sustain losses
in the amount of any difference between the price at which Units are purchased
and the price at which Units are resold (which price includes the applicable
sales charge). In addition, the Sponsor will also realize profits or sustain
losses resulting from a redemption of such repurchased Units at a price above
or below the purchase price for such Units, respectively.

Public Market. Although it is obligated to do so, the Sponsor intends to
maintain a market for the Units offered hereby and offer continuously to
purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Equity Securities in the Trust. The
aggregate underlying value of the Equity Securities is computed on the basis
of the bid side value of the exchange rate for the relevant currency (offer
side during initial offering period) expressed in U.S. dollars. If the supply
of Units exceeds demand or if some other business reason warrants it, the
Sponsor may either discontinue all purchases of Units or discontinue purchases
of Units at such prices. It is the current intention of the Sponsor to
maintain a market for Units through February 18, 2002 only. In the event that
a market is not maintained for the Units and the Unitholder cannot find
another purchaser, a Unitholder desiring to dispose of his Units may be able
to dispose of such Units only by tendering them to the Trustee for redemption
at the Redemption Price. See "Rights of Unitholders--Redemption of
Units." A Unitholder who wishes to dispose of his Units should inquire of
his broker as to current market prices in order to determine whether there is
in existence any price in excess of the Redemption Price and, if so, the
amount thereof. Units sold prior to such time as the entire deferred sales
charge on such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of sale.

Tax-Sheltered Retirement Plans. Units of the Trust are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trust may be limited by the plans' provisions and
does not itself establish such plans.

RIGHTS OF UNITHOLDERS

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Certificates. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written
request to the Trustee that ownership be in book entry form. Units are
transferable by making a written request to the Trustee and, in the case of
Units evidenced by a certificate, by presentation and surrender of such
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign such written
request, and such certificate or transfer instrument, exactly as his name
appears on the records of the Trustee and on the face of any certificate
representing the Units to be transferred with the signature guaranteed by a
participant in the Securities Transfer Agents Medallion Program ("
STAMP") or such other signature guarantee program in addition to, or in
substitution for, STAMP as may be accepted by the Trustee. 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. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.

Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or interchange. Destroyed, stolen,
mutilated or lost certificates will be replaced upon delivery to the Trustee
of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.

Distributions of Income and Capital. Any dividends received by the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account of the Trust. Proceeds
from the sale of Securities made to meet redemptions of Units shall be
segregated within the Capital Account of the Trust from proceeds from the sale
of Securities made to satisfy the fees, expenses and charges of the Trust.
Amounts to be credited to such Accounts are first converted into U.S. dollars
at the exchange rate for the relevant currency on the offer side value during
the initial offering period and the bid side value during the secondary market.

The Trustee will distribute any net income received with respect to any of the
Securities in the Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Dates. See "Summary
of Essential Financial Information." Proceeds received on the sale of any
Securities in the Trust, to the extent not used to meet redemptions of Units
or pay expenses or sales charges, will be distributed annually on the Capital
Account Distribution Date to Unitholders of record on the preceding Capital
Account Record Date. Proceeds received from the disposition of any of the
Securities after a record date and prior to the following distribution date
will be held in the Capital Account and not distributed until the next
distribution date applicable to such Capital Account. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds).

The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate from distribution to distribution. Persons who purchase
Units will commence receiving distributions only after such person becomes a
record owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.

On or before the twenty-fifth day of each month, the Trustee will deduct from
the Income Account and, to the extent funds are not sufficient therein, from
the Capital Account amounts necessary to pay the expenses of the Trust. See
"Trust Operating Expenses". The Trustee also may withdraw from said
accounts such amounts, if any, as it deems necessary to establish a reserve
for any governmental charges payable out of the Trust. Amounts so withdrawn
shall not be considered a part of the Trust's assets until such time as the
Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Capital
Accounts such amounts as may be necessary to cover redemptions of Units.

Reinvestment Option. Unitholders may elect to have each such distribution of
dividend income, capital gains and/or principal on their Units automatically
reinvested in additional Units of the Trust (to the extent Units may be
lawfully offered for sale in the state in which the Unitholder resides). To
participate in the reinvestment plan, a Unitholder may either contact his or
her broker or agent or file with the Trustee a written notice of election at
least five days prior to the Record Date for which the first distribution is
to apply. A Unitholder's election to participate in the reinvestment plan will
apply to all Units of the Trust owned by such Unitholder and such election
will remain in effect until changed by the Unitholder.

Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market") or,
until such time as additional Units cease to be issued by the Trust (see "
The Trust"), distributions may be reinvested in such additional Units. If
Units are unavailable in the secondary market, distributions which would
otherwise have been reinvested shall be paid in cash to the Unitholder on the
applicable Distribution Date.

Purchases of additional Units made pursuant to the reinvestment plan will be
made subject to any remaining deferred sales charge based on the net asset
value for Units of the Trust as of the Evaluation Time on the related
Distribution Dates. Under the reinvestment plan, the Trust will pay the
Unitholder's distributions to the Trustee which in turn will purchase for such
Unitholder full and fractional Units of the Trust and will send such
Unitholder a statement reflecting the reinvestment.

Unitholders may also elect to have each distribution of income, capital gains
and/or capital on their Units automatically reinvested in shares of any Van
Kampen American Capital mutual funds (except for B shares) which are
registered in the Unitholder's state of residence. Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds".

Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trust. The prospectus relating to each Reinvestment
Fund describes the investment policies of such fund and sets forth the
procedures to follow to commence reinvestment. A Unitholder may obtain a
prospectus for the respective Reinvestment Funds from Van Kampen American
Capital Distributors, Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois
60181. Texas residents who desire to reinvest may request that a broker-dealer
registered in Texas send the prospectus relating to the respective fund.

After becoming a participant in a reinvestment plan, each distribution of
income, capital gains and/or capital on the participant's Units will, on the
applicable distribution date, automatically be applied, as directed by such
person, as of such distribution date by the Trustee to purchase shares (or
fractions thereof) of the applicable Reinvestment Fund at a net asset value as
computed as of the close of trading on the New York Stock Exchange on such
date. Unitholders with an existing Guaranteed Reinvestment Option (GRO)
Program account (whereby a sales charge is imposed on distribution
reinvestments) may transfer their existing account into a new GRO account
which allows purchases of Reinvestment Fund shares at net asset value as
described above. Confirmations of all reinvestments by a Unitholder into a
Reinvestment Fund will be mailed to the Unitholder by such Reinvestment Fund.

A participant may at any time prior to five days preceding the next succeeding
distribution date, by so notifying the Trustee in writing, elect to terminate
his or her reinvestment plan and receive future distributions on his or her
Units in cash. There will be no charge or other penalty for such termination.
The Sponsor, each Reinvestment Fund, and its investment adviser shall have the
right to suspend or terminate the reinvestment plan at any time.

Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. For as long as the Sponsor deems it to be
in the best interest of the Unitholders, the accounts of the Trust shall be
audited, not less frequently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement (i)
as to the Income Account: income received, deductions for applicable taxes and
for fees and expenses of the Trust, for redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such calendar
year; (ii) as to the Capital Account: the dates of disposition of any
Securities and the net proceeds received therefrom, deductions for payment of
applicable taxes, fees and expenses of the Trust held for distribution to
Unitholders of record as of a date prior to the determination 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
Unit outstanding on the last business day of such calendar year; (iii) a list
of the Securities held and the number of Units outstanding on the last
business day of such calendar year; (iv) the Redemption Price per Unit based
upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Income and
Capital Accounts, separately stated, expressed as total dollar amounts.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in the Trust furnished to it by the Evaluator.

Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its unit investment trust division office at 101
Barclay Street, 20th Floor, New York, New York 10286 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender, the Unitholder will receive in cash an
amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units and converted into U.S.
dollars as of the Evaluation Time set forth under "Summary of Essential
Financial Information." The "date of tender" is deemed to be the
date of the next computation of the net asset value per Unit after Units are
received by the Trustee for redemption. No such computation will be made on
any day on which Securities representing greater than 33% of the aggregate
value of the Trust are not traded on the principal trading exchange for such
Securities due to a customary business holiday on such exchange. Accordingly,
purchases or redemptions of Units on such a day will be based on the next
determination of price of the Securities (and the price of such Units would be
the next computed Unit price). In addition, foreign securities exchanges are
open for trading on certain days which are U.S. holidays on which the Trust
will not transact business. The Securities will continue to trade on those
days and thus the value of Units may be significantly affected on days when a
Unitholder cannot sell or redeem Units.

The Trustee is empowered to sell Securities in order to make funds available
for redemption if funds are not otherwise available in the Capital and Income
Accounts to meet redemptions. The Securities to be sold will be selected by
the Trustee from those designated on a current list provided by the Supervisor
for this purpose. Units so redeemed shall be cancelled.

In the event the Trust acquires any Securities traded in a United States
securities market, Unitholders tendering 1,000 or more Units for redemption
may request from the Trustee an in kind distribution ("In Kind
Distribution") of an amount and value of such Securities per Unit and cash
representing the pro rata portion of all foreign-traded Securities equal to
the Redemption Price per Unit as determined as of the evaluation next
following the tender. An In Kind Distribution on redemption of Units will be
made by the Trustee through the distribution of each of the U.S.-traded
Securities in book-entry form to the account of the Unitholder's bank or
broker-dealer at Depository Trust Company. The tendering Unitholder will
receive cash representing his pro rata portion of the foreign market-traded
Securities and his pro rata number of whole shares of each of the U.S.-traded
Securities comprising the Trust portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unitholder is entitled.
The Trustee may adjust the number of shares of any issue of Securities
included in a Unitholder's In Kind Distribution to facilitate the distribution
of whole shares, such adjustment to be made on the basis of the value of
Securities on the date of tender. If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unitholder, the Trustees may sell Securities according to the criteria
discussed above.

To the extent that Securities are redeemed in-kind or sold, the size of the
Trust will be, and the diversity of the Trust may be, reduced. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the portfolio at the time of
redemption. Special federal income tax consequences will result if a
Unitholder requests an In Kind Distribution. See "Federal Taxation."

The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts. On the Initial Date of Deposit, the Public Offering
Price per Unit (which includes the sales charge) exceeded the values at which
Units could have been redeemed by the amounts shown under "Summary of
Essential Financial Information." While the Trustee has the power to
determine the Redemption Price per Unit when Units are tendered for
redemption, such authority has been delegated to the Evaluator which
determines the price per Unit on a daily basis. The Redemption Price per Unit
is the pro rata share of each Unit in the Trust determined on the basis of (i)
the cash on hand in the Trust, (ii) the value of the Securities in the Trust
and (iii) dividends receivable on the Equity Securities trading ex-dividend as
of the date of computation, less (a) amounts representing taxes or other
governmental charges payable out of the Trust and (b) the accrued sales
charges or expenses of the Trust. The Evaluator may determine the value of the
Equity Securities in the Trust in the following manner: if the Equity
Securities are listed on a national or foreign securities exchange this
evaluation is generally based on the closing sale prices on that exchange
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange, at the
closing bid prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefore is other than on the exchange, the
evaluation shall generally be based on the current bid price on the
over-the-counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above. The value of the
Equity Securities for redemptions and secondary market transactions is based
on the U.S. dollar value of the Securities computed on the basis of the bid
side value of the exchange rate for the relevant currency as of the Evaluation
Time.

As stated above, the Trustee may sell Securities to cover redemptions. When
Securities are sold, the size and diversity of the Trust will be reduced. Such
sales may be required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized.

The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
an emergency exists, as a result of which disposal or evaluation of the
Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.

TRUST ADMINISTRATION

- --------------------------------------------------------------------------
Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the next
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units.

The offering price of any Units acquired by the Sponsor will be in accord with
the Public Offering Price described in the then currently effective prospectus
describing such Units. Any profit resulting from the resale of such Units will
belong to the Sponsor which likewise will bear any loss resulting from a lower
offering or redemption price subsequent to its acquisition of such Units.

Portfolio Administration. The portfolio of the Trust is not "managed"
by the Sponsor, Supervisor or the Trustee; their activities described herein
are governed solely by the provisions of the Trust Agreement. 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 Trust, however, will not be managed. The Trust Agreement,
however, provides that the Sponsor may (but need not) direct the Trustee to
dispose of an Equity Security in certain events such as the issuer having
defaulted on the payment on any of its outstanding obligations or the price of
an Equity Security has declined to such an extent or other such credit factors
exist so that in the opinion of the Sponsor, the retention of such Securities
would be detrimental to the Trust. In addition, the Sponsor will instruct the
Trustee to dispose of certain Securities and to take such further action as
may be needed from time to time to ensure that the Trust continues to satisfy
the qualifications of a regulated investment company, including the
requirements with respect to diversification under Section 851 of the Internal
Revenue Code. Pursuant to the Trust Agreement, the Sponsor is not authorized
to direct the reinvestment of the proceeds of the sale of Securities in
replacement securities except in the event the sale is the direct result of
serious adverse credit factors affecting the issuer of the Security which, in
the opinion of the Sponsor, would make the retention of such Security
detrimental to the Trust. If such factors exist, the Sponsor is authorized,
but is not obligated, to direct the reinvestment of the proceeds of the sale
of such Securities in any other securities which meet the criteria necessary
for inclusion in the Trust on the Initial Date of Deposit (including other
Securities already deposited in the Trust). Pursuant to the Trust Agreement
and with limited exceptions, the Trustee may sell any securities or other
properties acquired in exchange for Equity Securities such as those acquired
in connection with a merger or other transaction. If offered such new or
exchanged securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired by the
Trust, they may be accepted for deposit in the Trust and either sold by the
Trustee or held in the Trust pursuant to the direction of the Sponsor (who may
rely on the advice of the Supervisor). Therefore, except as stated under
"Trust Portfolio" for failed securities and as provided in this paragraph,
the acquisition by the Trust of any securities other than the Securities is
prohibited. Proceeds from the sale of Securities (or any securities or other
property received by the Trust in exchange for Equity Securities), unless held
for reinvestment as herein provided, are credited to the Capital Account for
distribution to Unitholders or to meet redemptions.

As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if not
so directed, in its own discretion, for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses.

The Supervisor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares of
individual issues of Equity Securities. To the extent this is not practicable,
the composition and diversity of the Equity Securities may be altered. In
order to obtain the best price for the Trust, it may be necessary for the
Supervisor to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold.

Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units (except as provided in the Trust
Agreement). The Trust Agreement may also be amended in any respect by the
Trustee and Sponsor, or any of the provisions thereof may be waived, with the
consent of the holders of 51% of the Units then outstanding, provided that no
such amendment or waiver will reduce the interest in the Trust of any
Unitholder without the consent of such Unitholder or reduce the percentage of
Units required to consent to any such amendment or waiver without the consent
of all Unitholders. The Trustee shall advise the Unitholders of any amendment
promptly after execution thereof.

The Trust may be liquidated at any time by consent of Unitholders representing
66 2/3% of the Trust Units then outstanding or by the Trustee when the value
of the Trust, as shown by any evaluation, is less than that amount set forth
under Minimum Termination Value in "Summary of Essential Financial
Information." The Trust will be liquidated by the Trustee in the event
that a sufficient number of Units not yet sold are tendered for redemption by
the Sponsor so that the net worth of the Trust would be reduced to less than
40% of the value of the Securities at the time they were deposited in the
Trust. If the Trust is liquidated because of the redemption of unsold Units
the Sponsor will refund to each purchaser of Units the entire sales charge
paid by such purchaser. The Trust Agreement will terminate upon the sale or
other disposition of the last Security held thereunder, but in no event will
it continue beyond the Mandatory Termination Date stated under "Summary of
Essential Financial Information."

Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the Trust. The Sponsor will
determine the manner, timing and execution of the sales of the Equity
Securities. The Sponsor shall direct the liquidation of the Securities in such
manner as to effectuate orderly sales and a minimal market impact. In the
event the Sponsor does not so direct, the Securities shall be sold within a
reasonable period and in such manner as the Trustee, in its sole discretion,
shall determine. Written notice of any termination specifying the time or
times at which Unitholders may surrender their certificates for cancellation,
if any are then issued and outstanding, shall be given by the Trustee to each
Unitholder so holding a certificate at his address appearing on the
registration books of the Trust maintained by the Trustee. At least 30 days
before the Mandatory Termination Date the Trustee will provide written notice
thereof to all Unitholders and will include with such notice a form to enable
Unitholders owning 1,000 or more Units to request an In Kind Distribution of
any Securities which are traded in a United States securities market and cash
representing the pro rata portion of the foreign-traded Securities upon the
termination of the Trust. To be effective, this request must be returned to
the Trustee at least five business days prior to the Mandatory Termination
Date. On the Mandatory Termination Date (or on the next business day
thereafter if a holiday) the Trustee will deliver each requesting Unitholder's
pro rata portion of cash representing the foreign-traded Securities and his
pro rata number of whole shares of each of the U.S.-traded Securities in the
Trust to the account of the broker-dealer or bank designated by the Unitholder
at Depository Trust Company. The value of the Unitholder's fractional shares
of Securities will be paid in cash. Unitholders with less than 1,000 Units and
Unitholders with 1,000 or more Units not requesting In Kind Distribution will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time following the Mandatory Termination Date. Regardless of the
distribution involved, the Trustee will deduct from the funds of the Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of
liquidation and any amounts required as a reserve to provide for payment of
any applicable taxes or other governmental charges. Any sale of Equity
Securities in the Trust upon termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time. The
Trustee will then distribute to each Unitholder his pro rata share of the
balance of the Income and Capital Accounts.

Within 60 days of the final distribution Unitholders will be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in
the same manner.

Limitations on Liabilities. The Sponsor, the Evaluator, the Supervisor and the
Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence (negligence in the case of
the Trustee) in the performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the Trustee
of any of the Securities. In the event of the failure of the Sponsor to act
under the Trust Agreement, the Trustee may act thereunder and shall not be
liable for any action taken by it in good faith under the Trust Agreement.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Trust Agreement or upon or in respect of the
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.

The Trustee, Sponsor, Supervisor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement shall be
made in good faith upon the basis of the best information available to it,
provided, however, that the Evaluator shall be under no liability to the
Trustee, Sponsor or Unitholders for errors in judgment. This provision shall
not protect the Evaluator in any case of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.

Sponsor. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an indirect
subsidiary of VK/AC Holding, Inc. VK/AC Holding, Inc. is a wholly owned
subsidiary of MSAM Holdings II, Inc., which in turn is a wholly owned
subsidiary of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").

MSDWD is a global financial services firm with a market capitalization of more
than $21 billion which was created by the merger of Morgan Stanley Group Inc.
with and into Dean Witter, Discover & Co. on May 31, 1997. MSDWD, together
with various of its directly and indirectly owned subsidiaries, is engaged in
a wide range of financial services through three primary businesses:
securities, asset management and credit services. These principal businesses
include securities underwriting, distribution and trading; merger,
acquisition, restructuring and other corporate finance advisory activities;
merchant banking; stock brokerage and research services; asset management;
trading of futures, options, foreign exchange commodities and swaps (involving
foreign exchange, commodities, indices and interest rates); real estate
advice, financing and investing; global custody, securities clearance services
and securities lending; and credit card services. As of June 2, 1997, MSDWD,
together with its affiliated investment advisory companies, had approximately
$270 billion of assets under management, supervision or fiduciary advice.

Van Kampen American Capital Distributors, Inc. specializes in the underwriting
and distribution of unit investment trusts and mutual funds with roots in
money management dating back to 1926. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and has offices at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, (630) 684-6000 and 2800 Post Oak Boulevard,
Houston, Texas 77056, (713) 993-0500. It maintains a branch office in
Philadelphia and has regional representatives in Atlanta, Dallas, Los Angeles,
New York, San Francisco, Seattle and Tampa. As of November 30, 1996 the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not
to the Trust or to any other Series thereof. The information is included
herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed financial information will be made available by the
Sponsor upon request.)

As of March 31, 1997, the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $58.45 billion of investment
products, of which over $10.85 billion is invested in municipal securities.
The Sponsor and its Van Kampen American Capital affiliates managed $47 billion
of assets, consisting of $29.23 billion for 59 open-end mutual funds (of which
46 are distributed by Van Kampen American Capital Distributors, Inc.) $13.4
billion for 37 closed-end funds and $4.97 billion for 106 institutional
accounts. The Sponsor has also deposited approximately $26 billion of unit
investment trusts. All of Van Kampen American Capital's open-end funds,
closed-ended funds and unit investment trusts are professionally distributed
by leading financial firms nationwide. Based on cumulative assets deposited,
the Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R)trust. The Sponsor also provides
surveillance and evaluation services at cost for approximately $13 billion of
unit investment trust assets outstanding. Since 1976, the Sponsor has serviced
over two million investor accounts, opened through retail distribution firms.

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its
affairs are taken over by public authorities, then the Trustee may (i) appoint
a successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.

Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800)
221-7668. The Bank of New York is subject to supervision and examination by
the Superintendent of Banks of the State of New York and the Board of
Governors of the Federal Reserve System, and its deposits are insured by the
Federal Deposit Insurance Corporation to the extent permitted by law.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio.

In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may
from time to time be required under any applicable state or federal statute,
rule or regulation (see "Rights of Unitholders--Reports Provided").
The Trustee is required to keep a certified copy or duplicate original of the
Trust Agreement on file in its office available for inspection at all
reasonable times during the usual business hours by any Unitholder, together
with a current list of the Securities held in the Trust.

Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The Sponsor may remove the Trustee and appoint a
successor trustee as provided in the Trust Agreement at any time with or
without cause. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

OTHER MATTERS

- --------------------------------------------------------------------------
Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Morris N. Simkin, Esq. has acted as counsel for the
Trustee.

Independent Certified Public Accountants. The statement of condition and the
related securities portfolio at the Initial Date of Deposit included in this
Prospectus have been audited by Grant Thornton LLP, independent certified
public accountants, as set forth in their report in this Prospectus, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of Van Kampen American Capital Equity Opportunity Trust,
Series 64 (Great International Firms Trust):

We have audited the accompanying statement of condition and the related
portfolio of Van Kampen American Capital Equity Opportunity Trust, Series 64
(Great International Firms Trust) as of August 19, 1997. The statement of
condition and portfolio are the responsibility of the Sponsor. Our
responsibility is to express an opinion on such financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Van Kampen American Capital
Equity Opportunity Trust, Series 64 (Great International Firms Trust) as of
August 19, 1997, in conformity with generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
August 19, 1997

<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
SERIES 64
STATEMENT OF CONDITION
As of August 19, 1997

<CAPTION>
<S> <C>
Investment in Securities:

Contracts to purchase securities <F1>.......... $
Organizational costs <F2>......................
---------------
$
===============
Liabilities and Interest of Unitholders:
Liabilities--
Accrued organizational costs <F2>.............. $
Deferred sales charge liability <F3>...........
Interest of Unitholders--
Cost to investors <F4>......................... $
Less: Gross underwriting commission <F4><F5>...
---------------
Net interest to Unitholders <F4>...............
---------------
Total.......................................... $
===============

- ----------
<FN>
<F1>The aggregate value of the Securities listed under "Portfolio" and
their cost to the Trust are the same. The value of the Securities is
determined by Interactive Data Corporation on the bases set forth under
"Public Offering--Offering Price". The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $XXXX which has been
deposited with the Trustee.

<F2>The Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over five years. Organizational costs have been
estimated based on a projected trust size of $XXXX. To the extent the Trust is
larger or smaller, the estimate will vary.

<F3>Represents the amount of mandatory distributions from the Trust on the basis
set forth under "Public Offering."

<F4>The aggregate public offering price and the aggregate sales charge of 4.5% are
computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor Compensation" and assume all single
transactions involve less than 5,000 Units. For single transactions involving
5,000 or more Units, the sales charge is reduced (see "Public
Offering--General") resulting in an equal reduction in both the Cost to
investors and the Gross underwriting commission while the Net interest to
Unitholders remains unchanged.

<F5>Assumes the maximum sales charge.
</TABLE>

<TABLE>
GREAT INTERNATIONAL FIRMS TRUST, SERIES 3
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 64)
As of XXXX XX, XXXX

<CAPTION>
Estimated
Annual Cost of
Number of Market Value Dividends Securities
Shares Name of Issuer<F1> per Share<F2> per Share<F2> to Trust<F2>
- ------------- ------------------------------------ ------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Akzo Nobel, N.V. ................... $ $ $
AXA-UAP.............................
Bank of Tokyo-Mitsubishi Ltd........
Bass Plc............................
Bayer, AG...........................
British Airways Plc.................
British Petroleum Company Plc.......
Diamler-Benz, AG....................
Deutsche Bank, AG...................
Deutsche Lufthansa, AG..............
Electrolux, AB......................
Honda Motor Company Ltd. ...........
Imperial Chemical Industries Plc....
Komatsu Ltd. .......................
LM Ericsson.........................
L'Oreal............................
Nestle, SA..........................
News Corporation Ltd. ..............
Nokia, AB...........................
Novartis, AG........................
Polygram, N.V. .....................
Reuters Holdings Plc................
Royal Dutch Petroleum Company.......
SGS-Thomson Microelectronics N.V. ..
SmithKline Beecham Plc..............
Sony Corporation....................
Toshiba Corporation.................
Unilever, N.V. .....................
$
============ ================
</TABLE>

NOTE: The Securities listed above are currently anticipated to be in the
portfolio. The portfolio is subject to change prior to the Date of Deposit.

NOTES TO PORTFOLIO

- --------------------------------------------------------------------------
(1) All of the Securities are represented by "regular way" contracts
for the performance of which an irrevocable letter of credit has been
deposited with the Trustee. At the Initial Date of Deposit, Securities may
have been delivered to the Sponsor pursuant to certain of these contracts; the
Sponsor has assigned to the Trustee all of its right, title and interest in
and to such Securities. Contracts to acquire Securities were entered into on
XXXX XX, 1997 and have expected settlement dates ranging from XXXX XX, 1997 to
XXXX XX, 1997 (see "The Trust").

(2) The market value of each of the Securities is based on the closing sale
price of each listed Security on the applicable exchange, or on the ask price
if not so listed, on the day prior to the Initial Date of Deposit (converted
into U.S. dollars at the offer side of the exchange rate for the relevant
currency at the Evaluation Time). Estimated annual dividends are based on
annualizing the most recently declared dividends, or adding together the most
recent interim and final dividends declared, taking into consideration any
applicable foreign withholding tax (converted into U.S. dollars at the offer
side of the exchange rate for the relevant currency at the Evaluation Time).
The aggregate value of the Securities on the day prior to the Initial Date of
Deposit based on the closing sale price of each listed Security on the
applicable exchange, or on the bid price if not so listed, converted into U.S.
dollars at the bid side of the exchange rate for the related currency at the
Evaluation Time (which is the basis on which the Redemption Price per Unit
will be determined) was $XXXX. Other information regarding the Securities in
the Trust, as of the Initial Date of Deposit converted into U.S. dollars at
the offer side of the applicable currency exchange rate at the Evaluation
Time), is as follows:

<TABLE>
<CAPTION>
Profit Estimated
(Loss) to Annual
Cost to Sponsor Sponsor Dividends
<S> <C> <C>
$ $ $
</TABLE>

An affiliate of the Sponsor may have participated as issuer, sole underwriter,
managing underwriter or member of an underwriting syndicate in a public
offering of one or more of the stocks in the Trust. An affiliate of the
Sponsor may serve as a specialist in the stocks in the Trust on one or more
stock exchanges and may have a long or short position in any of these stocks
or in options on any of these stocks, and may be on the opposite side of
public orders executed on the floor of an exchange where such stocks are
listed. An officer, director or employee of the Sponsor or an affiliate may be
an officer or director of one or more of the issuers of the stocks in the
Trust. An affiliate of the Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any stocks or
options relating thereto. The Sponsor, its affiliates, directors, elected
officers and employee benefit programs may have either a long or short
position in any stock or option of the issuers.

No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund
or the Sponsor. 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>
Summary of Essential Financial
Information............................. 3
Fee Table................................ 5
The Trust................................ 6
Objectives and Securities Selection...... 6
Trust Portfolio.......................... 8
Risk Factors............................. 8
Federal Taxation......................... 11
Trust Operating Expenses................. 14
Public Offering.......................... 15
Other Matters............................ 28
Report of Independent Certified Public
Accountants............................. 28
Statement of Condition................... 29
Portfolio................................ 30
Notes to Portfolio....................... 31
</TABLE>

This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund has 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
hereby made.

PROSPECTUS
August 19, 1997

Van Kampen American Capital
Equity Opportunity Trust,
Series 64

Great International Firms Trust,
Series 3

A Wealth of Knowledge A Knowledge of Wealth

VAN KAMPEN AMERICAN CAPITAL

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this Prospectus for future reference.

Contents Of Registration Statement

This Registration Statement comprises the following papers and documents:

The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants
and legal counsel

The following exhibits:

1.1 Proposed form of Trust Agreement (to be supplied by amendment).

3.1 Opinion and consent of counsel as to legality of securities being
registered (to be supplied by amendment).

3.2 Opinion and consent of counsel as to New York tax status of
securities being registered (to be supplied by amendment).

4.1 Consent of Interactive Data Corporation (to be supplied by
amendment).

4.2 Consent of Grant Thornton LLP (to be supplied by amendment).

EX-27 Financial Data Schedule (to be supplied by amendment).

Signatures

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
64 has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Chicago and
State of Illinois on the 7th day of August, 1997.

Van Kampen American Capital Equity
Opportunity Trust, Series 64
(Registrant)

By Van Kampen American Capital
Distributors, Inc.
(Depositor)

Gina M. Costello
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on August 7, 1997 by the
following persons who constitute a majority of the Board of Directors of
Van Kampen American Capital Distributors, Inc.

Signature Title

Don G. Powell Chairman and Chief Executive )
Officer )

William R. Molinari President and Chief Operating )
Officer

Ronald A. Nyberg Executive Vice President and )
General Counsel

William R. Rybak Executive Vice President and )
Chief Financial Officer )

Gina M. Costello
(Attorney-in-fact*)

*An executed copy of each of the related powers of attorney was
filed with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust, Multi-Series 203 (File No. 33-65744)
and with the Registration Statement on Form S-6 of Insured Municipals
Income Trust, 170th Insured Multi-Series (File No. 33-55891) and the same
are hereby incorporated herein by this reference.