VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 75
487, 1998-03-03
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                                                              FILE NO. 333-35837
                                                                    CIK #1025221


                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004


                                 Amendment No. 1
                                       to
                                     Form S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.


A. Exact Name of Trust:    VAN KAMPEN AMERICAN CAPITAL EQUITY
                                 OPPORTUNITY TRUST, SERIES 75

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: Units of undivided
   beneficial interest.

F. Approximate date of proposed sale to the public:


             AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
                             REGISTRATION STATEMENT

/ X / Check box if it is proposed that this filing will become effective at
      2:00 p.m. on March 3, 1998 pursuant to Rule 487.
<PAGE>

                    VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
                                        SERIES 75

                                 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     )      *
          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               )      *


<PAGE>


                       II. GENERAL DESCRIPTION OF THE TRUST AND
                                SECURITIES OF THE TRUST

10.     General information regarding     )      The Trust
          trust's securities and          )      Federal Taxation
          rights of security holders      )      Public Offering
                                          )      Rights of Unitholders
                                          )      Trust Administration

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

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  )      Trust Operating Expenses
               or charges payable by
               holders                    )      Rights of Unitholders

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

        (c)  Reserves or special Trusts   )      Trust Operating Expenses
                                          )      Rights of Unitholders
        (d)  Schedule 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                )

        (c)  Salesmen 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                      )

        (c)  Variation in offering price  )      *
               to certain persons         )

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   )      Cover Page
          securities                      )      Trust Operating Expenses

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

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

        (c)  Policy regarding substitution)
               or elimination of underlying)      Trust Administration
               securities                  )

        (d)  Trustamental policy not       )      *
               otherwise covered           )

53.     Tax Status of trust                )      Federal Taxation

                       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



March 3, 1998
                           VAN KAMPEN AMERICAN CAPITAL

BABY BOOMER OPPORTUNITY TRUST, SERIES 4

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

   THE FUND. Van Kampen American  Capital Equity  Opportunity  Trust,  Series 75
(the "Fund") is comprised of one unit investment trust, Baby Boomer  Opportunity
Trust,  Series 4 (the "Trust").  The Trust offers  investors the  opportunity to
purchase  Units  representing  proportionate  interests in a fixed  portfolio of
equity securities  issued by companies from a variety of industries  expected to
benefit  from  demographic  trends  associated  with those born between 1946 and
1964,  commonly  referred  to as the  "Baby  Boomers"  ("Equity  Securities"  or
"Securities").  See "Trust Portfolio". Unless terminated earlier, the Trust will
terminate  on  March  3,  2003  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.
   ATTENTION  FOREIGN  INVESTORS.  If you are not a  United  States  citizen  or
resident,  distributions  will generally be subject to U.S. federal  withholding
taxes; however,  under certain circumstances  treaties between the United States
and other countries may reduce or eliminate such  withholding  tax. 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 and income,  consistent with the preservation
of invested capital,  by investing in a portfolio of equity securities issued by
companies  from a variety of  industries  expected to benefit  from  demographic
trends associated with those born between 1946 and 1964, commonly referred to as
the "Baby  Boomers".  See  "Objective and  Securities  Selection."  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 ($0.35 per Unit).
The monthly  deferred  sales charge  ($0.0583 per Unit) will begin accruing on a
daily basis on September 3, 1998 and will  continue to accrue  through  March 2,
1999.  The  monthly  deferred  sales  charge  will be charged  to the Trust,  in
arrears,  commencing  October 3, 1998 and will be charged on the 3rd day of each
month thereafter  through March 3, 1999.  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).  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 that amount
set forth under "Summary of Essential Financial Information".  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  NOR HAS THE  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 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 $ .01 per  Unit  and  will  be  made on June  25,  1998 to
Unitholders of record on June 10, 1998.  Gross  dividends  received by the Trust
will be  distributed  to  Unitholders.  Expenses  of the Trust will be paid with
proceeds from the sale of Securities.  For the  consequences of such sales,  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.
A  Unitholder  tendering  1,000 or more  Units  for  redemption  may  request  a
distribution  of  shares  of  Securities  (reduced  by  customary  transfer  and
registration   charges)   in  lieu  of   payment   in  cash.   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  and will include with such notice a
form to  enable  Unitholders  to  elect  a  distribution  of  shares  of  Equity
Securities  if such  Unitholder  owns at least 1,000 Units of the Trust,  rather
than to  receive  payment  in cash for such  Unitholder's  pro rata share of the
amounts realized upon the disposition by the Trustee of Equity  Securities.  All
Unitholders will receive cash in lieu of any fractional shares. To be effective,
the election form,  together with surrendered  certificates if issued, and other
documentation  required by the Trustee, must be returned to the Trustee at least
five business  days prior to the Mandatory  Termination  Date.  Unitholders  not
electing  a  distribution  of shares of Equity  Securities  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  also  have the  opportunity  to have  their  distributions
reinvested  into  additional  Units of the Trust,  if Units are available at the
time of  reinvestment,  or 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 the financial  condition of the issuers,  the general condition
of the stock market and volatile interest rates. See "Risk Factors."
<TABLE>
<CAPTION>

                      SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
 AT THE CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL 
                                        DATE OF DEPOSIT: MARCH 2, 1998
    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


GENERAL INFORMATION
<S>                                                                                                     <C>   
Number of Units (1)                                                                                            14,948
Fractional Undivided Interest in the Trust per Unit (1)                                                      1/14,948
Public Offering Price:
     Aggregate Value of Securities in Portfolio (2)                                                      $    147,982
     Aggregate Value of Securities per Unit                                                              $       9.90
     Maximum Sales Charge (3)                                                                            $        .45
     Less Deferred Sales Charge per Unit                                                                 $        .35
     Public Offering Price Per Unit (3)(4)(5)                                                            $      10.00
Redemption Price per Unit (6)                                                                            $       9.54
Secondary Market Repurchase Price per Unit (6)                                                           $       9.55
Excess of Public Offering Price per Unit over Redemption Price per Unit                                  $        .46
Supervisor's Annual Supervisory Fee                  Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee                    Maximum of $.0025 per Unit
Evaluation Time                                      Close of the New York Stock Exchange
Mandatory Termination Date                           March 3, 2003
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.
Estimated Annual Dividends per Unit (7)              $.05133
Trustee's Annual Fee and Miscellaneous Expense 
     per Unit                                        $.01018
Estimated Annual Organizational Expenses per 
     Unit (8)                                        $.00398
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

- --------------------------------------------------------------------------------
(1)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.

(2)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.

(3)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 $0.35 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 addition to the initial sales charge,
   Unitholders  will pay a deferred  sales  charge of $0.0583 per Unit per month
   which will begin  accruing  on a daily  basis on  September  3, 1998 and will
   continue to accrue through March 2, 1999.  The monthly  deferred sales charge
   will be charged to the Trust, in arrears, commencing October 3, 1998 and will
   be  charged on the 3rd day of each month  thereafter  through  March 3, 1999.
   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.  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).   See   "Fee   Table"   and   "Public
   Offering--Offering Price".

(4)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.

(5)Commencing  on March 3, 1999,  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 and will be reduced by .5 of 1%
   on each  subsequent  March 3 to a minimum sales charge of 3.00%.  See "Public
   Offering."

(6)The Redemption Price per Unit and the Secondary  Market  Repurchase Price per
   Unit are reduced by the unpaid portion of the deferred sales charge.

(7)Estimated  annual  dividends  are  based on  annualizing  the  most  recently
   declared dividends taking into  consideration any foreign  withholding taxes.
   Estimated  Annual  Dividends  per Unit are based on the number of Units,  the
   fractional  undivided  interest in the  Securities per Unit and the aggregate
   value of the Securities per Unit as of the Initial Date of Deposit. Investors
   should note that the actual annual dividends received per Unit will vary from
   the estimated amount due to changes in the factors described in the preceding
   sentence  and  actual  dividends  declared  and  paid by the  issuers  of the
   Securities.

(8)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 a five
   year period.  See "Trust  Operating  Expenses" and  "Statement of Condition."
   Historically,  the sponsors of unit investment trusts have paid all the costs
   of establishing such trusts.
</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--General" 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 the example is
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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------

UNITHOLDER TRANSITION EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT) (AS A PERCENTAGE                       AMOUNT PER
     OF OFFERING PRICE)                                                                                    100 UNITS
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>      <C>        
     Initial Sales Charge Imposed on Purchase (1)                                                1.00%    $     10.00
     Deferred Sales Charge (2)                                                                   3.50%          35.00
                                                                                                 -------- -----------
     Maximum Sales Charge                                                                        4.50%    $     45.00
                                                                                                 ======== ===========
     Maximum Sales Charge Imposed on Reinvested Dividends (3)                                    3.50%    $     35.00
                                                                                                 ======== ===========
ESTIMATED ANNUAL TRUST OPERATING EXPENSES (AS OF THE INITIAL DATE OF DEPOSIT) (AS A
     PERCENTAGE OF AGGREGATE VALUE)
     Trustee's Fee                                                                               0.081%   $      0.80
     Portfolio Supervision and Evaluation Fees                                                   0.051%   $      0.50
     Organizational Costs                                                                        0.040%   $      0.40
     Other Operating Expenses                                                                    0.022%   $      0.22
                                                                                                 -------- -----------
       Total                                                                                     0.194%   $      1.92
                                                                                                 ======== ===========

<CAPTION>


                                            EXAMPLE

                     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               $   47  $   51    $   55        N/A



   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 purpose 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.

- --------------------------------------------------------------------------------
(1)The Initial Sales Charge is actually the difference between the Maximum Sales
   Charge (4.50%) of the Public  Offering  Price and the maximum  deferred sales
   charge ($0.35 per Unit) and would exceed 1.00% if the Public  Offering  Price
   exceeds $10 per Unit.
(2)The actual fee is $0.0583  per Unit per month,  irrespective  of  purchase or
   redemption  price,  deducted  over six months.  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 3.5%;  If Unit price is less than $10
   per Unit,  the deferred  portion of the sales charge will exceed 3.5%.  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.
(3)Reinvested  dividends  will be  subject  only to the  deferred  sales  charge
   remaining    at    the    time    of    reinvestment.    See    "Rights    of
   Unitholders--Reinvestment Option".
</TABLE>


THE TRUST
- --------------------------------------------------------------------------------

   Van Kampen American Capital Equity Opportunity Trust,  Series 75 is comprised
of one unit investment trust, Baby Boomer Opportunity Trust, Series 4. 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.
   The Trust offers  investors the  opportunity to purchase  Units  representing
proportionate  interests in a portfolio  of actively  traded  equity  securities
issued by  companies  from a variety of  industries  expected  to  benefit  from
demographic  trends  associated with those born between 1946 and 1964,  commonly
referred to as the "Baby Boomers".  Diversification  of assets in the Trust will
not eliminate the risk of loss always inherent in the ownership of securities.

   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 (or 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,  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,  the same  percentage
relationship  among the number of shares of each Equity  Security in the Trust's
portfolio that existed  immediately  prior to any such subsequent  deposit.  Any
deposit  of  additional  Equity  Securities  will  duplicate,  as  nearly  as is
practicable,  this  actual  proportionate  relationship  and  not  the  original
proportionate  relationship  on the Initial  Date of  Deposit,  since the actual
proportionate  relationship  may be different  than the  original  proportionate
relationship.  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.  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.

   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.

OBJECTIVE AND SECURITIES SELECTION
- --------------------------------------------------------------------------------

   The  objective  of  the  Trust  is  to  provide  the  potential  for  capital
appreciation and income,  consistent with the preservation of invested  capital.
The portfolio is described under "Trust Portfolio" and "Portfolio". In selecting
the Securities,  the Sponsor  considered the extent to which the issuers provide
goods and/or services which will benefit from the demographic  trends associated
with the generation known as the Baby Boomers,  which is generally  acknowledged
as those born between 1946 and 1964. In particular,  the Sponsor  considered the
following factors, among others, in selecting the Securities: (a) the issuer had
to represent a pure play in the targeted investment area (for example, a company
involved in leisure-related  products or services had to be involved entirely in
such products or services); (b) earnings per share estimates had to generally be
experiencing upward revisions by analysts; (c) the issuer had to have a ratio or
price/earnings to long-term earnings growth rate lower than that of the Standard
& Poor's 500 Index (i.e.,  lower than a ratio of 3.1); and (d) the issuer's mean
long-term  earnings  growth rate  estimate had to exceed 12% (compared to 6% for
the Standard & Poor's 500 Index). Of course,  there can be no assurance that the
issuers of the Securities selected through this process will continue to satisfy
such criteria subsequent to the Initial Date of Deposit.

   THE BABY  BOOMER  GENERATION.  The baby  boomer  generation,  the 76  million
Americans  born  between  1946 and  1964,  began  turning  50 years old in 1996.
Demographics  show that aging baby boomers  could have a  significant  impact on
individual lifestyles, the economy and specific industries.  Approximately every
seven  seconds  of every day for ten years a baby  boomer  will turn 50 and over
fifteen  years the  number of people  between  50 and 64 is  expected  to nearly
double.  As baby boomers,  who represent  more than  one-third of all Americans,
grow older,  they are  expected to adjust to different  personal  and  financial
circumstances.  For example,  many  reports have noted that the diaper  industry
prospered  when the first baby boomers were born, the shoe industry grew as baby
boomers grew,  and  financial  publications  experienced  growth as baby boomers
began to focus on their careers.  The Trust has targeted the companies which the
Sponsor  believes are in a position to  potentially  benefit from these shifting
American demographics.  As baby boomers make plans for retirement,  more leisure
time and future healthcare needs, the Sponsor believes that companies within the
entertainment,  financial,  healthcare,  leisure,  real  estate  and  technology
sectors offer the potential to benefit the most.

   EQUITY  SECURITIES.  Stocks have been acknowledged as one of the best ways to
increase  the value of assets and stay ahead of  inflation  over time.  A single
dollar  invested in common stocks (as  represented  by the Standard & Poor's 500
Index) in 1928 would have been worth  $1,371.98 by December 31, 1996.  Inflation
(Consumer  Price Index)  would have  increased  the cost of a dollar's  worth of
goods to only $8.88 over the same period.  A single dollar invested in long-term
U.S.  government  bonds and short-term  U.S.  Treasury Bills would have grown to
$33.66 and $13.54,  respectively,  over this period.  Of course,  these  figures
represent  past  performance  of these  categories  and there is no guarantee of
future results, either of these categories or of the Trust.  Unitholders will be
subject to charges, expenses and taxes which are not reflected in these figures.
   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
- --------------------------------------------------------------------------------

   The  Trust  consists  of 28  different  issues of  Equity  Securities  issued
primarily by some of the most widely held and well-capitalized  companies in the
United States. All of the Equity Securities are listed on a national  securities
exchange,   the   NASDAQ   National   Market   System  or  are   traded  in  the
over-the-counter  market. The following is a general  description of each of the
companies included in the Trust.

   Alternative  Living Services,  Inc.  Alternative  Living Services,  Inc. is a
diversified  assisted  living  healthcare  provider  currently  operating  in 20
states.  The company  operates  four  distinct  resident  models to meet varying
market needs and price points and operates free-standing  residences serving the
specialized needs of individuals with Alzheimer's disease and other dementia.

     Atria  Communities,  Inc. Atria  Communities,  Inc.  provides  assisted and
independent living  communities for the elderly.  The company currently operates
37 communities in 16 states.

   Callaway  Golf  Company.  Callaway  Golf Company  designs,  manufactures  and
markets  innovative  golf clubs to both  skilled and average golf  players.  The
company also offers  golf-related  equipment and supplies  manufactured by other
companies bearing the Callaway trademark,  including golf balls, golf bags, head
covers, travel bags and other accessories.

   Carnival Corporation. Carnival Corporation, through its subsidiaries Carnival
Cruise Lines,  Holland America Line,  Windstar Cruises,  and joint ventures with
Seabourn Cruise Line and Costa Cruise Line, provides  multi-night  cruises.  The
company operates 33 ships that cruise to Alaska,  the Caribbean,  South Pacific,
Asia, Europe, and the Mediterranean.

   Cendant  Corporation.  Cendant  Corporation  provides  consumer  and business
services globally. The company provides access shopping, auto, dining, and other
services.  Cendant franchises hotels and rental cars, provides vacation exchange
services,  and manages a fleet.  The company  franchises  real estate  brokerage
offices,  provides  mortgage  services to  consumers,  and  relocates  corporate
employees.

     Cisco Systems,  Inc. Cisco Systems,  Inc. supplies data networking products
to the corporate  enterprise and public wide area service provider markets.  The
company  offers a variety of products  including  routers,  LAN switches,  frame
relay/ATM,  and remote access concentrators.  Cisco's clients include utilities,
corporations,   universities,   governments,  and  small  to  medium  businesses
worldwide.

   Compaq Computer Corporation. Compaq Computer Corporation develops and markets
hardware,  software,  solutions,  and services.  The company  offers  enterprise
computing  solutions,  fault-tolerant  business-critical  solutions,  networking
products,  commercial  desktop and portable  products,  and consumer PCs. Compaq
markets its products  primarily to business,  home,  government,  and  education
customers.

     Conseco,  Inc.  Conseco,  Inc. is a  financial  service  organization.  The
company,  through its  subsidiaries,  provides  supplemental  health  insurance,
retirement annuities and universal life insurance.

   Del Webb Corporation.  Del Webb Corporation  develops and builds active adult
communities for people 55 and older. The company operates its communities  under
the Sun City name in  Phoenix,  Arizona;  Las  Vegas,  Nevada;  Palm  Desert and
Roseville,  California;  Hilton Head, South Carolina; and Georgetown, Texas. Del
Webb also builds conventional housing in Arizona and Nevada.

     Equitable Companies  Incorporated.  Equitable Companies  Incorporated is an
insurance and investment management  organization.  The company operates through
its  businesses,   The  Equitable  Life  Assurance  Society,   Alliance  Capital
Management, and Donaldson, Lufkin & Jenrette.

   First Data Corporation. First Data Corporation and its business units provide
payment systems,  electronic commerce,  and information management services. The
corporation's  clients  include  financial  institutions,  merchants,  insurance
companies, health care providers, public utilities and consumers worldwide.

     Franklin Resources,  Inc. Franklin Resources, Inc. through its directly and
indirectly  owned  subsidiaries,  principally  provides  investment  management,
administration,  distribution,  and related services for the Franklin  Templeton
Group worldwide. The company,  through its other subsidiaries,  also operates in
consumer banking, auto lending, and real estate.

     Harley-Davidson,  Inc. Harley-Davidson, Inc. operates through two segments:
Motorcycles and Related Products and Financial Services.  The motorcycle segment
designs,  manufactures  and sells  primarily  heavyweight  touring and  customer
motorcycles  and a broad range of related parts,  accessories  and apparel.  The
financial services segment provides financing to dealers and customers.

   Hilton Hotels  Corporation.  Hilton  Hotels  Corporation  owns,  operates and
manages hotels.  The company also owns 17 hotel casinos and riverboat casinos in
Las  Vegas,   Atlantic  City  and   Australia.   Hilton  manages  or  franchises
approximately 240 hotels around the world.

     Marriott International,  Inc. Marriott  International,  Inc. is a worldwide
operator and  franchiser of hotels and a provider of food service and facilities
management in the corporate,  health care and education  markets.  The company's
hotels are under the Marriott,  Ritz-Carlton,  Courtyard,  Fairfield,  Residence
Inn, TownePlace Suites, and Marriott Executive Residences brands.

   Microsoft Corporation. Microsoft Corporation develops, manufactures, licenses
and supports  computer software  products.  The company offers Microsoft MS-DOS,
Microsoft Windows,  and Microsoft Windows 95 operating  systems.  Microsoft also
offers Microsoft Access,  Microsoft  FoxPro,  Microsoft SQL Server and Microsoft
Excel networking,  database and spreadsheet  programs,  books and other computer
products.

     Mirage Resorts,  Inc. Mirage Resorts,  Inc. owns and operates  casino-based
entertainment resorts. The company's resorts include The Mirage, Treasure Island
and the  50%-owned  Monte  Carlo on the Las Vegas  Strip,  the Golden  Nugget in
downtown Las Vegas and the Golden  Nugget-Laughlin  in Laughlin,  NV.  Mirage is
also  constructing the Bellagio and Beau Rivage Resorts in Las Vegas and Biloxi,
Mississippi, respectively.

   NationsBank  Corporation.  NationsBank Corporation is a product of the merger
between NCNB Corporation and C&S/Sovran Corporation.  The company operates in 16
states and the  District of Columbia,  covering a region from  Maryland to Texas
with over 1,900  branches.  Businesses  include retail banking  services,  asset
management,  financial products, corporate finance, specialized finance, capital
markets and financial services.

   Oracle  Corporation.  Oracle  Corporation  supplies  software for information
management.  The company offers its database,  tools and  application  products,
along with related  consulting,  education and support services in more than 140
countries around the world.

   Pier 1 Imports,  Inc. Pier 1 Imports,  Inc.  sells a wide variety of imported
home furnishing and related items. The company operates 729 stores in 47 states,
Canada,  Puerto Rico,  Mexico,  Japan and the United Kingdom.  Pier 1's products
include wicker and rattan furniture, decorative home furnishings and distinctive
casual and fashion accessories.

   Rite Aid Corporation.  Rite Aid Corporation  operates a national retail chain
of approximately 3,900 drugstores in 21 states and the District of Columbia. The
company offers cosmetics,  designer fragrances, frozen meals, dairy products and
other convenience foods for shoppers on the run.

     Royal Caribbean  Cruises Ltd. Royal Caribbean Cruises Ltd. offers passenger
cruises that specialize in the Caribbean and North American markets. The company
currently  operates 17 ships with a total of 29,100  passenger berths and offers
80 cruise itineraries to 140 destinations and attractions on five continents.

   Service Corporation International. Service Corporation International provides
death care services  worldwide.  The corporation  operates 3,012 funeral service
locations,  365 cemeteries,  and 156 crematoria located in North America, Europe
and the Pacific Rim.  Service  Corporation  also provides  capital  financing to
independent funeral home and cemetery operators.

     St. John Knits, Inc. St. John Knits, Inc. designs, manufactures and markets
women's  clothing and  accessories.  The company's  products are sold  primarily
under the St. John,  Griffith & Gray, SJK, Marie Gray, and St. John Home by Amen
Wardy trade names.  St. John's retail  division  operates 17 boutiques and seven
outlet stores.

   SunAmerica,   Inc.   SunAmerica,   Inc.  is  a  financial   services  company
specializing  in retirement  savings and investment  products and services.  The
company's  subsidiaries  include  life  insurance  companies,  asset  management
operations,  broker-dealer services and a trust company. SunAmerica offers fixed
and variable annuities,  mutual funds, trust services and guaranteed  investment
contracts.

   Walt  Disney  Company.   Walt  Disney  Company  is  a  diversified  worldwide
entertainment  company.  The company and its  subsidiaries own and operate theme
parks and resorts, film studios, television networks, cable networks, newspapers
and  magazines,  and sell consumer  products.  Disney owns,  among  others,  ABC
Television, ABC Radio, The Disney Channel, Disney Land and Disney-MGM Studios.

   Whole Foods Market,  Inc. Whole Foods Market,  Inc. owns and operates a chain
of natural food  supermarkets.  The company offers a variety of natural products
including   organically-grown  and  commercial  produce  and  grocery  products,
environmentally safe household items, meat, specialty gourmet foods and prepared
foods.  Whole  Foods  operates  approximately  70 stores  in 17 states  plus the
District of Columbia.

   WorldCom,  Inc.  WorldCom,  Inc.  is  a  global  business  telecommunications
company. The company provides  facilities-based and fully integrated local, long
distance,  international, and Internet services. WorldCom has operations in more
than 50 countries.

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

   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,  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 each Trust
and the number of Units thereof by the deposit of additional Securities, or cash
(or 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 each Trust will pay the
associated brokerage fees. As described under "Trust Operating Expenses," all of
the  expenses  of the Trust  will be paid from the sale of  Securities  from the
Trust.  It is  expected  that such sales will be made at the end of the  initial
offering period and each month thereafter through termination of the Trust. Such
sales  will  result in  capital  gains and  losses  and may be made at times and
prices  which  adversely   affect  the  Trust.  For  a  discussion  of  the  tax
consequences of such sales, see "Federal Taxation."

   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 the same general  proportion
as are shares held by owners other than the Trust.

   Like other investment  companies,  financial and business  organizations  and
individuals  around the world,  the Trust  could be  adversely  affected  if the
computer systems used by the Sponsor, Evaluator,  Supervisor or Trustee or other
service   providers  to  the  Trust  do  not  properly   process  and  calculate
date-related  information  and data  from and after  January  1,  2000.  This is
commonly  known as the "Year 2000 Problem." The Sponsor,  Evaluator,  Supervisor
and  Trustee  are taking  steps that they  believe  are  reasonably  designed to
address the Year 2000 Problem with respect to computer systems that they use and
to obtain  reasonable  assurances that  comparable  steps are being taken by the
other service providers.  At this time, however,  there can be no assurance that
these steps will be sufficient to avoid any adverse impact to the Trust.

     The Year 2000 Problem is expected to impact corporations, which may include
issuers of Equity  Securities  contained in the Trust,  to varying degrees based
upon various factors,  including,  but not limited to, their industry sector and
degree of  technological  sophistication.  The Sponsor is unable to predict what
impact,  if any,  the Year 2000  Problem  will  have on  issuers  of the  Equity
Securities contained in the Trust.

FEDERAL TAXATION
- --------------------------------------------------------------------------------

   The following is a general  discussion  of certain of the federal  income tax
consequences  of the  purchase,  ownership  and  disposition  of the Units.  The
summary  is  limited  to  investors  who hold  the  Units  as  "capital  assets"
(generally,  property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult their
tax  advisers  in  determining  the  federal,  state,  local  and any  other tax
consequences  of the purchase,  ownership and disposition of Units in the Trust.
For purposes of the following  discussion and opinions,  it is assumed that each
Equity Security is equity for federal income tax purposes.

   In the opinion of Chapman and Cutler,  special counsel for the Sponsor, under
existing law:

   1. The Trust is not an  association  taxable  as a  corporation  for  federal
income tax purposes;  each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders  thereof under the Code. Each
Unitholder  will be  considered  to have  received  his pro rata share of income
derived from each Trust asset when such income is  considered  to be received by
the Trust.

   2. A Unitholder will be considered to have received all of the dividends paid
on his pro  rata  portion  of each  Equity  Security  when  such  dividends  are
considered to be received by the Trust. Unitholders will be taxed in this manner
regardless of whether  distributions from the Trust are actually received by the
Unitholder or are automatically reinvested.

   3. Each  Unitholder  will have a taxable event when the Trust  disposes of an
Equity  Security  (whether  by  sale,  exchange,  liquidation,   redemption,  or
otherwise) or upon the sale or redemption of Units by such Unitholder (except to
the extent an in kind  distribution  of stock is received by such  Unitholder as
described below). The price a Unitholder pays for his Units, generally including
sales  charges,  is  allocated  among his or her pro rata portion of each Equity
Security held by the Trust (in  proportion to the fair market values  thereof on
the valuation date nearest the date the Unitholder  purchase his Units) in order
to determine his or her tax basis for his or her pro rata portion of each Equity
Security held by the Trust.  Unitholders  should  consult their own tax advisers
with regard to the  calculation  of basis.  For federal  income tax purposes,  a
Unitholder's  pro rata  portion of  dividends,  as defined by Section 316 of the
Code, paid by a corporation with respect to an Equity Security held by the Trust
are taxable as ordinary income to the extent of such  corporation's  current and
accumulated "earnings and profits". A Unitholder's pro rata portion of dividends
paid on such Equity Security which exceeds such current and accumulated earnings
and profits will first reduce a Unitholder's  tax basis in such Equity Security,
and to the extent that such dividends  exceed a  Unitholder's  tax basis in such
Equity  Security  shall  generally be treated as capital gain.  In general,  the
holding  period for such capital gain will be determined by the period of time a
Unitholder has held his Units.

   4. A  Unitholder's  portion of gain,  if any,  upon the sale or redemption of
Units or the  disposition of Equity  Securities held by the Trust will generally
be  considered  a capital  gain  (except in the case of a dealer or a  financial
institution).  A Unitholderportion  of loss, if any, upon the sale or redemption
of  Units  or the  disposition  of  Equity  Securities  held by the  Trust  will
generally  be  considered  a capital  loss  (except in the case of a dealer or a
financial institution).  Unitholders should consult their tax advisers regarding
the  recognition  of such  capital  gains and  losses  for  federal  income  tax
purposes.

   DEFERRED  SALES  CHARGE.  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.  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. Unitholders should consult
their own tax advisers as to the income tax  consequences  of the deferred sales
charge.

   DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such Unitholder's
pro rata  portion  of  dividends  received  by the  Trust  (to the  extent  such
dividends  are  taxable  as  ordinary  income,   as  discussed  above,  and  are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Equity Securities paying such dividends (other than corporate
Unitholders, such as "S" corporations,  which are not eligible for the deduction
because of their special  characteristics and other than for purposes of special
taxes such as the accumulated  earnings tax and the personal holding corporation
tax).  However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose  additional  limitations on the eligibility of dividends
for  the  70%  dividends  received   deduction.   These  limitations  include  a
requirement  that stock (and therefore Units) must generally be held at least 46
days (as determined  under Section 246(c) of the Code).  Final  regulations have
been issued which address  special rules that must be considered in  determining
whether  the  46  day  holding  requirement  is  met.  Moreover,  the  allowable
percentage of the deduction  will be reduced from 70% if a corporate  Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness  incurred  by such  corporation.  It should be noted  that  various
legislative  proposals that would affect the dividends  received  deduction have
been introduced. Unitholders should consult with their tax advisers with respect
to the  limitations  on and possible  modifications  to the  dividends  received
deduction.  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.

   LIMITATIONS  ON  DEDUCTIBILITY   OF  TRUST  EXPENSES  BY  UNITHOLDERS.   Each
Unitholder's  pro rata share of each expense paid by the Trust is  deductible by
the  Unitholder  to the same extent as though the expense had been paid directly
by him.  It should  be noted  that as a result  of the Tax  Reform  Act of 1986,
certain  miscellaneous  itemized deductions,  such as investment  expenses,  tax
return  preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income.  Unitholders may be required to treat some or all of the expenses of the
Trust as miscellaneous itemized deductions subject to this limitation.

   RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF EQUITY  SECURITIES BY
THE  TRUST OR  DISPOSITION  OF UNITS.  As  discussed  above,  a  Unitholder  may
recognize  taxable gain (or loss) when an Equity  Security is disposed of by the
Trust  or if the  Unitholder  disposes  of a  Unit.  For  taxpayers  other  than
corporations,  net capital gain (which is defined as net long-term  capital gain
over net  short-term  capital loss for the taxable year) is subject to a maximum
marginal  stated  tax rate of  either  28% or 20%,  depending  upon the  holding
periods of the capital assets.  Capital gain or loss is long-term if the holding
period for the asset is more than one year,  and is  short-term  if the  holding
period for the asset is one year or less. Generally, capital gains realized from
assets  held for more than one year but not more  than 18 months  are taxed at a
maximum  marginal  stated tax rate of 28% and capital gains realized from assets
(with  certain  exclusions)  held for more than 18 months are taxed at a maximum
marginal  stated  tax rate of 20% (10% in the case of certain  taxpayers  in the
lowest tax bracket).  Further,  capital gains  realized from assets held for one
year or less are taxed at the same  rates as  ordinary  income.  Legislation  is
currently  pending that  provides  the  appropriate  methodology  that should be
applied in netting the realized  capital gains and losses.  Such  legislation is
proposed to be effective  retroactively  for tax years ending after May 6, 1997.
Note  that the date on which a Unit is  acquired  (i.e.,  the  "trade  date") is
excluded for purposes of  determining  the holding period of the Unit. 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.

   In  addition,  please  note  that  capital  gains may be  recharacterized  as
ordinary  income  in  the  case  of  certain  financial  transactions  that  are
considered  "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.

   If a Unitholder  disposes of a Unit he is deemed  thereby to have disposed of
his entire pro rata  interest in all assets of the Trust  including his pro rata
portion of all Equity Securities  represented by a Unit. The Taxpayer Relief Act
of 1997 (the "1997 Tax Act") includes provisions that treat certain transactions
designed to reduce or eliminate risk of loss and  opportunities  for gain (e.g.,
short  sales,  off-setting  notional  principal  contracts,  futures  or forward
contracts,  or similar  transactions)  as  constructive  sales for  purposes  of
recognition of gain (but not loss) and for purposes of  determining  the holding
period.  Unitholders  should  consult  their own tax advisers with regard to any
such constructive sales rules.

   SPECIAL TAX CONSEQUENCES OF IN KIND DISTRIBUTIONS UPON REDEMPTION OF UNITS OR
TERMINATION OF THE TRUST. As discussed in "Rights of  Unitholders--Redemption of
Units", under certain  circumstances a Unitholder tendering Units for redemption
may  request  an In Kind  Distribution.  A  Unitholder  may also  under  certain
circumstances request an In Kind Distribution upon the termination of the Trust.
See "Rights of Unitholders--Redemption of Units." As previously discussed, prior
to the  redemption  of Units or the  termination  of the Trust,  a Unitholder is
considered  as owning a pro rata portion of each of the Trust assets for federal
income tax  purposes.  The receipt of an In Kind  Distribution  will result in a
Unitholder  receiving  an  undivided  interest  in whole  shares of stock  plus,
possibly, cash.

   The potential tax consequences  that may occur under an In Kind  Distribution
with respect to each Security owned by the Trust will depend on whether or not a
Unitholder receives cash in addition to Equity Securities.  An "Equity Security"
for  this  purpose  is a  particular  class  of  stock  issued  by a  particular
corporation.  A Unitholder  will not recognize gain or loss if a Unitholder only
receives  Equity  Securities  in exchange for his or her pro rata portion in the
Equity Securities held by the Trust. However, if a Unitholder also receives cash
in exchange for a fractional share of an Equity Security held by the Trust, such
Unitholder  will  generally  recognize  gain or loss based  upon the  difference
between the amount of cash received by the  Unitholder and his tax basis in such
fractional share of an Equity Security held by the Trust.

   Because the Trust will own many Equity Securities,  a Unitholder who requests
an In Kind  Distribution  will have to analyze the tax consequences with respect
to each Equity Security owned by the Trust. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or loss)
recognized  under the rules  described  above by such Unitholder with respect to
each  Equity  Security  owned by the Trust.  Unitholders  who request an In Kind
Distribution are advised to consult their tax advisers in this regard.

   COMPUTATION OF THE  UNITHOLDER'S  TAX BASIS.  Initially,  a Unitholder's  tax
basis in his or her Units will generally equal the price paid by such Unitholder
of his or her  Units.  The  cost of the  Units is  allocated  among  the  Equity
Securities  held in the  Trust in  accordance  with the  proportion  of the fair
market values of such Equity  Securities on the valuation  date nearest the date
the Units are purchased in order to determine  such  Unitholder's  tax basis for
his pro rata portion of each Equity Security.

   A  Unitholder's  tax basis in his Units and his or her pro rata portion of an
Equity  Security held by the Trust will be reduced to the extent  dividends paid
with  respect to such Equity  Security  are  received by the Trust which are not
taxable as ordinary income as described above.

   GENERAL.  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 by the  Internal  Revenue  Service  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.
Distributions  by the Trust  (other  than those  that are not  treated as United
States source income,  if any) will generally be subject to United States income
taxation  and  withholding  in the  case of  Units  held by  non-resident  alien
individuals,  foreign  corporations or other  non-United  States  persons.  Such
persons should consult their tax advisers.

   In general,  income  that is not  effectively  connected  to the conduct of a
trade  or  business  within  the  United  States  that  is  earned  by  non-U.S.
Unitholders  and derived  from  dividends  of foreign  corporations  will not be
subject to U.S.  withholding tax provided that less than 25 percent of the gross
income of the foreign  corporation for a three-year period ending with the close
of its taxable  year  preceding  payment was not  effectively  connected  to the
conduct of a trade or  business  within the United  States.  In  addition,  such
earnings  may be exempt  from U.S.  withholding  pursuant  to a specific  treaty
between the United States and a foreign  country.  Non-U.S.  Unitholders  should
consult their own tax advisers  regarding the imposition of U.S.  withholding on
distributions from the Trust.

   It  should  be noted  that  payments  to the  Trust of  dividends  on  Equity
Securities  that are  attributable  to  foreign  corporations  may be subject to
foreign  withholding  taxes and  Unitholders  should  consult their tax advisers
regarding  the potential  tax  consequences  relating to the payment of any such
withholding taxes by the Trust. Any dividends  withheld as a result thereof will
nevertheless be treated as income to the Unitholders. Because, under the grantor
trust  rules,  an investor is deemed to have paid  directly his share of foreign
taxes that have been paid or accrued,  if any, an investor  may be entitled to a
foreign tax credit or deduction  for United  States tax purposes with respect to
such taxes. The 1997 Tax Act imposes a required holding period for such credits.
Investors should consult their tax advisers with respect to foreign  withholding
taxes and foreign tax credits.

   At the termination of the Trust,  the Trustee will furnish to each Unitholder
of the  Trust a  statement  containing  information  relating  to the  dividends
received by the Trust on the Equity  Securities,  the gross proceeds received by
the Trust from the disposition of any Equity Security (resulting from redemption
or the sale of any  Equity  Security),  and the fees  and  expenses  paid by the
Trust. The Trustee will also furnish annual  information  returns to Unitholders
and to the Internal Revenue Service.

   In the opinion of special counsel to the Trust for New York tax matters,  the
Trust is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the  Unitholders  under the existing income tax
laws of the State and City of New York.

     The  foregoing  discussion  relates  only  to the  tax  treatment  of  U.S.
Unitholders  ("U.S.  Unitholders") with regard to federal and certain aspects of
New York State and City income taxes.  Unitholders may be subject to taxation in
New York or in other  jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
of the Trust that (a) is (i) for United  States  federal  income tax  purposes a
citizen or resident of the United  States,  (ii) a  corporation,  partnership or
other entity  created or organized in or under the laws of the United  States or
of any political  subdivision thereof, or (iii) an estate or trust the income of
which is subject to United  States  federal  income  taxation  regardless of its
source or (b) does not qualify as a U.S.  Unitholder  in paragraph (a) but whose
income from a Unit is effectively  connected with such Unitholder's conduct of a
United States trade or business.  The term also includes certain former citizens
of the United States whose income and gain on the Units will be taxable.

TRUST OPERATING EXPENSES
- --------------------------------------------------------------------------------

   COMPENSATION  OF SPONSOR,  SUPERVISOR  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., 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 by the  Supervisor 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 Compensation."

   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 to
Unitholders  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 a five year period.  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) accrual of costs  associated  with  liquidating  the
securities  and  (h)  expenditures  incurred  in  contacting   Unitholders  upon
termination of the Trust. The expenses set forth herein are payable as described
under "General" below.

   GENERAL. During the initial offering period of the Trust, all of the fees and
expenses  will  accrue on a daily  basis and will be charged  to the  Trust,  in
arrears,  at the end of the initial offering period.  After the initial offering
period of the Trust,  all of the fees and expenses of the Trust will accrue on a
daily basis and will be charged to the Trust, in arrears,  on a monthly basis as
of the tenth day of each  month.  The fees and  expenses  are payable out of 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.  It is expected
that the  balance in the Capital  Account  will be  insufficient  to provide for
amounts  payable by the Trust and that Equity  Securities  will be sold from the
Trust to pay such amounts. These sales will result in capital gains or losses to
Unitholders. See "Federal Taxation".

PUBLIC OFFERING
- --------------------------------------------------------------------------------

   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 of 4.5%
of the Public  Offering  Price and the maximum  deferred sales charge ($0.35 per
Unit).  The monthly deferred sales charge ($0.0583 per Unit) will begin accruing
on a daily basis on September 3, 1998 and will continue to accrue  through March
2, 1999.  The monthly  deferred  sales  charge will be charged to the Trust,  in
arrears,  commencing  October 3, 1998 and will be charged on the 3rd day of each
month  thereafter  through March 3, 1999. 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  only to the  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).  The sales charge for secondary market  transactions
is described  under  "Offering  Price"  below.  The sales charge  applicable  to
quantity  purchases  is,  during  the  initial  offering  period,  reduced  on a
graduated basis as follows:

        AGGREGATE DOLLAR AMOUNT                       SALES
        OF UNITS PURCHASED *                         CHARGE
        -------------------------            --------------------------
             $  50,000 - $  99,999                    4.20%
               $100,000 - $249,999                    4.00%
               $250,000 - $499,999                   3.50%
               $500,000 - $999,999                   3.00%
                $1,000,000 or more                   2.50%

- --------------------------------------------------------------------------------
   *The  breakpoint  sales charges are also applied on a Unit basis  utilizing a
   breakpoint  equivalent in the above table of $10 per Unit and will be applied
   on whichever basis is more favorable to the investor.

   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  ("immediate  family members") 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 at the Public
Offering Price less 1%.

   Employees,   officers  and  directors  (including  their  spouses,  children,
grandchildren, parents, grandparents, siblings, mothers-in-law,  fathers-in-law,
sons-in-law and daughters-in-law and trustees, custodians or fiduciaries for the
benefit of such persons) of Van Kampen American Capital  Distributors,  Inc. and
its affiliates,  dealers and their affiliates, and vendors providing services to
the Sponsor may purchase Units at the Public  Offering Price less the applicable
dealer concession.

   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.

   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 4.50% of the
Public Offering Price and the maximum deferred sales charge ($0.35 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 4.50% 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 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 Evaluation  Time 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.  The  Sponsor
currently  does not intend to maintain a secondary  market  after  September  3,
2002.  Commencing on March 3, 1999,  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 March 3, to a minimum sales charge of 3.00%.

   The 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  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.  If
the  Equity  Securities  are not so listed  or, if so listed  and the  principal
market therefor is other than on the exchange, the evaluation shall generally be
based on the  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.

   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 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
discount  provided to investors  will be borne by the selling dealer or agent as
indicated under "General" above. However, for transactions involving unitholders
of any Van Kampen American  Capital-sponsored unit investment trust who purchase
Units during the initial offering period with redemption or termination proceeds
from such trust, the concession or agency commission will be 2.25% per Unit. For
secondary market  transactions,  the 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 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  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 4.50% 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 purchases (as described  under "General"  above).  Any 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  such  Securities  to the Trust on the
Initial  Date  of  Deposit.  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;  each  distributor  who  distributes
1,000,000 - 1,999,999  Units will receive  additional  compensation of $0.01 for
each Unit it distributes; each distributor who distributes 2,000,000 - 2,999,999
Units  will  receive  additional   compensation  of  $0.015  for  each  Unit  it
distributes;  and each distributor who distributes  3,000,000 Units or more will
receive  additional  compensation  of $0.02  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 requirements 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
of unit investment trusts created by the Sponsor during a specified time period.
In addition,  at various times the Sponsor may implement  other  programs  under
which the sales forces of brokers,  dealers, banks and/or others may be eligible
to win other  nominal  awards for  certain  sales  efforts,  or under  which the
Sponsor will reallow to 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 not 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 (computed as
indicated under "Offering Price" above and "Rights of Unitholders--Redemption of
Units").  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  September 3, 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 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.

   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.  The minimum  purchase for retirement  plans is 25
units.

RIGHTS OF UNITHOLDERS
- --------------------------------------------------------------------------------

   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  to meet  redemptions  of Units shall be segregated
within the Capital  Account from proceeds  from the sale of  Securities  made to
satisfy the fees, expenses and charges of the Trust.

   The Trustee will  distribute  any 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,  pay the deferred
sales  charge or pay fees and  expenses,  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. 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.

   At the end of the  initial  offering  period  and as of the tenth day of each
month  thereafter,  the Trustee  will deduct  from the Capital  Account  amounts
necessary to pay the expenses of the Trust (as determined on the basis set forth
under "Trust Operating Expenses"). The Trustee also may withdraw from the Income
and Capital 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.

   It is  anticipated  that the deferred sales charge will be collected from the
Capital  Account.  To the  extent  that  amounts  in  the  Capital  Account  are
insufficient  to satisfy the then  current  deferred  sales  charge  obligation,
Equity Securities will be sold to meet such shortfall.  Distributions of amounts
necessary  to pay the  deferred  portion of the sales  charge will be made to an
account  maintained  by the Trustee  for  purposes  of  satisfying  Unitholders'
deferred sales charge obligations.

   REINVESTMENT  OPTION.  Unitholders  of the  Trust  may  elect  to  have  each
distribution   of  income,   capital   gains  and/or   capital  on  their  Units
automatically  reinvested in  additional  Units of the Trust subject only to any
remaining deferred sales charge, pursuant to the "Automatic Reinvestment Option"
(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  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 Class A shares of
certain Van Kampen  American  Capital or Morgan  Stanley  mutual funds 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  (i) a  statement  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) a
statement 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, 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 be entitled to 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.  The "date of tender" is deemed to be the date
on which  Units are  received  by the  Trustee,  except  that as  regards  Units
received after the  Evaluation  Time the date of tender is the next day on which
the New York Stock Exchange is open for trading and such Units will be deemed to
have been tendered to the Trustee on such day for  redemption at the  redemption
price computed on that day. Units 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 redemption.

   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.

   Unitholders tendering 1,000 Units or more for redemption may request from the
Trustee a distribution in kind ("In Kind  Distribution")  of an amount and value
of Securities per Unit 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 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
his pro rata number of whole  shares of each of the  Securities  comprising  the
portfolio and cash from the Capital  Account equal to the  fractional  shares to
which the tendering  Unitholder is entitled.  In implementing  these  redemption
procedures,  the  Trustee  shall  make  any  adjustments  necessary  to  reflect
differences  between the Redemption Price of the Securities  distributed in kind
as of the date of tender.  If funds in the Capital  Account are  insufficient to
cover the required cash  distribution to the tendering  Unitholder,  the Trustee
may sell  Securities  according to the  criteria  discussed  above.  For the tax
consequences related to an In Kind Distribution see "Federal Taxation."

   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.

   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 expenses and sales charges 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  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 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.  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) are credited to the Capital Account for  distribution to Unitholders
or to pay fees and expenses of the Trust.

   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.

   To the extent  practicable,  the  Supervisor  may (but is not  obligated  to)
designate  Securities  to be  sold by the  Trustee  in  order  to  maintain  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. In effecting  purchases and sales of a Trust's portfolio  securities,  the
Sponsor may direct that orders be placed with and brokerage  commissions be paid
to  brokers,  including  brokers  which may be  affiliated  with the Trust,  the
Sponsor or dealers  participating  in the  offering of Units.  In  addition,  in
selecting among firms to handle a particular  transaction,  the Sponsor may take
into account  whether the firm has sold or is selling  units of unit  investment
trusts which it sponsors.

   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  rather  than
payment in cash 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 number of whole shares of each of the Equity Securities in
the  portfolio 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 the Equity Securities will be paid in cash. Unitholders with less than
1,000 Units and those not requesting an In Kind Distribution will receive a cash
distribution  from  the  sale  of  the  remaining  Equity  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  September  30, 1997 the Sponsor  and its Van Kampen  American  Capital
affiliates  managed or  supervised  approximately  $65.3  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 $54 billion of
assets,  consisting of $34.3  billion for 55 open-end  mutual funds (of which 46
are distributed by Van Kampen American Capital Distributors, Inc.) $14.2 billion
for 37 closed-end  funds and $5.5 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 Trust 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. Winston & Strawn 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 75 (Baby Boomer Opportunity Trust):
     We have audited the  accompanying  statement  of condition  and the related
  portfolio of Van Kampen American Capital Equity Opportunity  Trust,  Series 75
  (Baby  Boomer  Opportunity  Trust)  as of  March 3,  1998.  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 75 (Baby Boomer Opportunity Trust) as
  of March 3, 1998, in conformity with generally accepted accounting principles.

                               GRANT THORNTON LLP
   Chicago, Illinois
   March 3, 1998
<TABLE>
<CAPTION>

                                         VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
                                                               SERIES 75
                                                        STATEMENT OF CONDITION
                                                          AS OF MARCH 3, 1998


     INVESTMENT IN SECURITIES:
<S>                                                                                                    <C>          
Contracts to purchase securities (1)                                                                   $     147,982
Organizational costs (2)                                                                                      59,678
                                                                                                       -------------
                                                                                                       $     207,660
                                                                                                       =============
     LIABILITIES AND INTEREST OF UNITHOLDERS:
Liabilities--
   Accrued organizational costs (2)                                                                    $      59,678
   Deferred sales charge liability (3)                                                                         5,232
Interest of Unitholders--
   Cost to investors (4)                                                                                     149,480
   Less: Gross underwriting commission (4) (5)                                                                 6,730
                                                                                                       -------------
     Net interest to Unitholders (4)                                                                         142,750
                                                                                                       -------------
Total                                                                                                  $     207,660
                                                                                                       =============

- --------------------------------------------------------------------------------
(1)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 $147,982 which has been
   deposited with the Trustee.
(2)The Trust will bear all or a portion of its organizational  costs, which will
   be deferred and amortized over a five year period.  Organizational costs have
   been estimated based on a projected trust size of $30,000,000.  To the extent
   the Trust is larger or smaller, the estimate will vary.
(3) Represents the  amount of  mandatory distributions  from  the Trust  on  the 
   bases set forth under "Public Offering."
(4)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.
(5)Assumes the maximum sales charge.
</TABLE>
<TABLE>
<CAPTION>

BABY BOOMER OPPORTUNITY TRUST, SERIES 4
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY  TRUST,  SERIES 75) AS
OF THE INITIAL DATE OF DEPOSIT: MARCH 3, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                 ESTIMATED
                                                                                 ANNUAL           COST OF
NUMBER                                                          MARKET VALUE     DIVIDENDS        SECURITIES
OF SHARES     NAME OF ISSUER (1)                                PER SHARE (2)    PER SHARE (2)    TO TRUST (2)
- ----------    --------------------------------------------     ---------------  --------------   ------------------

<S>      <C>                                                   <C>              <C>              <C>               
         156  Alternative Living Services, Inc.                $       34.2500  $          0.00  $         5,343.00
         262  Atria Communities, Inc.                                  20.3125             0.00            5,321.88
         186  Callaway Golf Company                                    28.8750             0.28            5,370.75
          89  Carnival Corporation                                     59.3750             0.60            5,284.38
         142  Cendant Corporation                                      37.2500             0.00            5,289.50
          79  Cisco Systems, Inc.                                      65.2500             0.00            5,154.75
         160  Compaq Computer Corporation                              31.0625             0.00            4,970.00
         113  Conseco, Inc.                                            46.7500             0.50            5,282.75
         165  Del Webb Corporation                                     31.3125             0.20            5,166.56
         101  Equitable Companies, Inc.                                52.6875             0.20            5,321.44
         157  First Data Corporation                                   34.3750             0.08            5,396.88
         104  Franklin Resources, Inc.                                 50.6875             0.20            5,271.50
         181  Harley-Davidson, Inc.                                    29.1875             0.14            5,282.94
         173  Hilton Hotels Corporation                                31.3750             0.32            5,427.88
          71  Marriot International, Inc.                              75.1250             0.36            5,333.88
          63  Microsoft Corporation                                    83.3125             0.00            5,248.69
         229  Mirage Resorts, Inc.                                     23.5625             0.00            5,395.81
          77  NationsBank Corporation                                  68.0625             1.52            5,240.81
         218  Oracle  Corporation                                      24.1875             0.00            5,272.88
         196  Pier 1 Imports, Inc.                                     26.5000             0.14            5,194.00
         165  Rite Aid Corporation                                     32.0000             0.43            5,280.00
          96  Royal Caribbean Cruise Ltd.                              55.0000             0.60            5,280.00
         138  Service Corporation International                        38.5625             0.36            5,321.63
         124  St. John Knits, Inc.                                     43.0625             0.10            5,339.75
         118  SunAmerica, Inc.                                         44.7500             0.40            5,280.50
          48  Walt Disney Company                                     109.3750             0.63            5,250.00
          86  Whole Foods Market, Inc.                                 62.1250             0.00            5,342.75
         137  WorldCom, Inc.                                           38.8125             0.00            5,317.31

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

       3,834                                                                                     $       147,982.22
==========                                                                                       ==================


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 March
    2, 1998 and are expected to settle on March 5, 1998 (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 if not so
    listed,  on the ask price on the day prior to the  Initial  Date of Deposit.
    Estimated  annual  dividends  are  based on  annualizing  the most  recently
    declared  dividends.  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,  and on the bid price if not so listed, (which is the basis
    on which the Redemption Price per Unit will be determined) was $147,891. The
    ask  price of the  applicable  Securities  (the  basis on which  the  Public
    Offering  Price per Unit will be  determined  during  the  initial  offering
    period) is greater than the bid price of such Securities.  Other information
    regarding the Securities in the Trust, as of the Initial Date of Deposit, is
    as follows:
                                      PROFIT           ESTIMATED
                 COST TO             (LOSS) TO          ANNUAL
                 SPONSOR              SPONSOR          DIVIDENDS
             --------------       --------------    --------------
                $ 147,888               $ 94             $ 767

           A Security marked by "+" indicates an American  Depositary Receipt or
           a New York  Share  issued by a  foreign  corporation.  The  estimated
           annual  dividends  for this  Security are net of  applicable  foreign
           withholding taxes.
</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, their 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
- --------------------------------------------------------------------------------

          TITLE                               PAGE
Summary of Essential Financial
      Information...........................     3
Fee Table...................................     5
The Trust...................................     6
Objective and Securities Selection..........     7
Trust Portfolio.............................     8
Risk Factors................................    11
Federal Taxation............................    12
Trust Operating Expenses....................    16
Public Offering.............................    17
Rights of Unitholders.......................    22
Trust Administration........................    26
Other Matters...............................    30
Report of Independent Certified
      Public Accountants....................    31
Statement of Condition .....................    32
Portfolio...................................    33
Notes to Portfolio..........................    34

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

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

          MARCH 3, 1998










          VAN KAMPEN
          AMERICAN CAPITAL
          EQUITY OPPORTUNITY
          TRUST, SERIES 75


          BABY BOOMER OPPORTUNITY TRUST,
            SERIES 4













          ------ A Wealth of Knowledge o Knowledge of Wealth(sm) ------
                          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.




         This Amendment of 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 Copy of Trust Agreement.

3.1 Opinion and consent of counsel as to legality of securities being
    registered.

3.2 Opinion of Counsel as to the Federal Income tax status of securities being
    registered.

3.3 Opinion and consent of counsel as to New York tax status of securites being
    registered.

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Acountants.

EX-27 Financial Data Schedule.

<PAGE>

                                   SIGNATURES

         The Registrant, Van Kampen American Capital Equity Opportunity Trust,
Series 75, hereby identifies Van Kampen Merritt Equity Opportunity Trust, Series
1, Series 2, Series 4 and Series 7 and Van Kampen American Capital Equity
Opportunity Trust, Series 13, Series 14 and Series 57 for purposes of the
representations required by Rule 487 and represents the following: (1) that the
portfolio securities deposited in the series as to the securities of which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to the
securities of which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Commission or the
staff; and (3) that it has complied with Rule 460 under the Securities Act of
1933.

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series 75 has
duly caused this Amendment to the 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 3rd day of March, 1998.

                                 Van Kampen American Capital Equity Opportunity
                                 Trust, Series 75

                                 By Van Kampen American Capital Distributors,
                                    Inc.


                                 By GINA M. COSTELLO
                                    Assistant Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on March 3, 1998
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                      )

John H. Zimmerman          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 Van Kampen American Capital Equity Opportunity Trust,
Series 64 (File No. 333-33087) Van Kampen American Capital Equity Opportunity
Trust, Series 87 (File No. 333-44581) and the same are hereby incorporated
herein by this reference.

<PAGE>



                                                                   EXHIBIT 1.1



              VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
                                    SERIES 75
                                 TRUST AGREEMENT

                                                          Dated:  March 3, 1998

         This Trust Agreement among Van Kampen American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of Van
Kampen American Capital Investment Advisory Corp., as Evaluator, Van Kampen
Capital Investment Advisory Corp., as Supervisory Servicer, and The Bank of New
York, as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Van Kampen American Capital
Equity Opportunity Trust, Series 87 and Subsequent Series, Standard Terms and
Conditions of Trust, Effective January 27, 1998" (herein called the "Standard
Terms and Conditions of Trust") and such provisions as are set forth in full and
such provisions as are incorporated by reference constitute a single instrument.
All references herein to Articles and Sections are to Articles and Sections of
the Standard Terms and Conditions of Trust.


                                WITNESSETH THAT:

         In consideration of the premises and of the mutual agreements herein
contained, the Depositor, Evaluator, Supervisory Servicer and Trustee agree as
follows:


                                     PART I
                     STANDARD TERMS AND CONDITIONS OF TRUST

         Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.


                                     PART II
                      SPECIAL TERMS AND CONDITIONS OF TRUST

         The following special terms and conditions are hereby agreed to:

                    1. The Securities defined in Section 1.01(24), listed in the
         Schedule hereto, have been deposited in trust under this Trust
         Agreement.

                    2. The fractional undivided interest in and ownership of
         each Trust represented by each Unit is the amount set forth under
         "Summary of Essential Financial Information - Fractional Undivided
         Interest in the Trust per Unit" in the Prospectus. Such fractional
         undivided interest may be (a) increased by the number of any additional
         Units issued pursuant to Section 2.03, (b) increased or decreased in
         connection with an adjustment to the number of Units pursuant to
         Section 2.03, or (c) decreased by the number of Units redeemed pursuant
         to Section 5.02.

            3. The terms "Capital Account Record Date" and "Income Account
Record Date" shall mean the "Income and Capital Account Record Dates" set forth
under "Summary of Essential Financial Information" in the Prospectus.

            4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Income and Capital Account Distribution
Dates" set forth under "Summary of Essential Financial Information" in the
Prospectus.

            5. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" set forth under "Summary of Essential Financial Information"
in the Prospectus.

         IN WITNESS WHEREOF, Van Kampen American Capital Distributors, Inc. has
caused this Trust Agreement to be executed by one of its Vice Presidents or
Assistant Vice Presidents and its corporate seal to be hereto affixed and
attested by its Secretary or one of its Vice Presidents or Assistant
Secretaries, American Portfolio Evaluation Services, a division of Van Kampen
American Capital Investment Advisory Corp., and Van Kampen American Capital
Investment Advisory Corp., have each caused this Trust Indenture and Agreement
to be executed by their respective President or one of their respective Vice
Presidents and the corporate seal of each to be hereto affixed and attested to
by the Secretary, Assistant Secretary or one of their respective Vice Presidents
or Assistant Vice Presidents and The Bank of New York, has caused this Trust
Agreement to be executed by one of its Vice Presidents and its corporate seal to
be hereto affixed and attested to by one of its Assistant Treasurers all as of
the day, month and year first above written.


                               Van Kampen American Capital Distributors, Inc.

                               By JAMES J. BOYNE
                                  Vice President, Associate General Counsel
                                  and Assistant Secretary
Attest:


By CATHY NAPOLI
   Assistant Secretary
                                  American Portfolio Evaluation Services,
                                  a division of Van Kampen American Capital
                                  Investment Advisory Corp.

                               By DENNIS J. MCDONNELL
                                  President
Attest

By JAMES J. BOYNE
   Assistant Secretary
                                  Van Kampen American Capital Investment
                                  Advisory Corp.

                               By DENNIS J. MCDONNELL
                                  President
Attest

By JAMES J. BOYNE
   Assistant Secretary

                                  The Bank of New York

                               By JEFFREY BIESELIN
                                  Vice President
Attest

By JEFFREY COHEN
   Assistant Treasurer

                          SCHEDULE A TO TRUST AGREEMENT
                         SECURITIES INITIALLY DEPOSITED

                                       IN

         VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 75

(Note:  Incorporated herein and made a part hereof is each "Portfolio" as set
forth in the Prospectus.)




                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603

                                  March 3, 1998


Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181


Re: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 75
    ---------------------------------------------------------------

Gentlemen:

         We have served as counsel for Van Kampen American Capital Distributors,
Inc. as Sponsor and Depositor of Van Kampen American Capital Equity Opportunity
Trust, Series 75 (hereinafter referred to as the "Trust"), in connection with
the preparation, execution and delivery of a Trust Agreement dated March 3,
1998, among Van Kampen American Capital Distributors, Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen American
Capital Investment Advisory Corp., as Evaluator, Van Kampen American Capital
Investment Advisory Corp., as Supervisory Servicer, and The Bank of New York, as
Trustee, pursuant to which the Depositor has delivered to and deposited the
Securities listed in the Schedule to the Trust Agreement with the Trustee and
pursuant to which the Trustee has provided to or on the order of the Depositor
documentation evidencing ownership of Units of fractional undivided interest in
and ownership of the Trust (hereinafter referred to as the "Units"), created
under said Trust Agreement.

         In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.

         Based upon the foregoing, we are of the opinion that:

                    1.     The  execution  and delivery of the Trust  Agreement
         and the  execution  and issuance of  certificates evidencing the Units
         in the Trust have been duly authorized; and

                    2. The certificates evidencing the Units in the Trust, when
         duly executed and delivered by the Depositor and the Trustee in
         accordance with the aforementioned Trust Agreement, will constitute
         valid and binding obligations of such Trust and the Depositor in
         accordance with the terms thereof.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35837) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

                                          Respectfully submitted,


                                          CHAPMAN AND CUTLER

MJK/md


                                                                  EXHIBIT 3.2



                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603

                                  March 3, 1998


Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181

The Bank of New York
101 Barclay Street
New York, New York  10286


Re:  VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 75
     ---------------------------------------------------------------

Gentlemen:

         We have acted as counsel for Van Kampen American Capital Distributors,
Inc., Depositor of Van Kampen American Capital Equity Opportunity Trust, Series
75 (the "Fund"), in connection with the issuance of Units of fractional
undivided interest in the Fund, under a Trust Agreement dated March 3, 1998 (the
"Indenture") among Van Kampen American Capital Distributors, Inc., as Depositor,
Van Kampen American Capital Investment Advisory Corp., as Evaluator, Van Kampen
American Capital Investment Advisory Corp., as Supervisory Servicer, and The
Bank of New York, as Trustee. The Fund is comprised of one unit investment
trust, Baby Boomer Oportunity Trust, Series 4 (the "Trust").

         In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we have
deemed pertinent.

         The assets of the Trust will consist of a portfolio of equity
securities (the "Equity Securities") as set forth in the Prospectus. For
purposes of this opinion, it is assumed that each Equity Security is equity for
federal income tax purposes.

         Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:

                   (i) The Trust is not an association taxable as a corporation
         for Federal income tax purposes but will be governed by the provisions
         of subchapter J (relating to Trusts) of chapter 1, Internal Revenue
         Code of 1986 (the "Code").

                  (ii) A Unitholder will be considered as owning a pro rata
         share of each asset of the Trust in the proportion that the number of
         Units held by him bears to the total number of Units outstanding. Under
         subpart E, subchapter J of chapter 1 of the Code, income of the Trust
         will be treated as income of each Unitholder in the proportion
         described, and an item of Trust income will have the same character in
         the hands of a Unitholder as it would have in the hands of the Trustee.
         Each Unitholder will be considered to have received his pro rata share
         of income derived from each Trust asset when such income is considered
         to be received by the Trust. A Unitholder's pro rata portion of
         distributions of cash or property by a corporation with respect to an
         Equity Security ("dividends" as defined by Section 316 of the Code )
         are taxable as ordinary income to the extent of such corporation's
         current and accumulated "earnings and profits." A Unitholder's pro rata
         portion of dividends which exceed such current and accumulated earnings
         and profits will first reduce the Unitholder's tax basis in such Equity
         Security, and to the extent that such dividends exceed a Unitholder's
         tax basis in such Equity Security, shall be treated as gain from the
         sale or exchange of property.

                 (iii) The price a Unitholder pays for his Units, generally
         including sales charges, is allocated among his pro rata portion of
         each Equity Security held by Trust (in proportion to the fair market
         values thereof on the valuation date closest to the date the Unitholder
         purchases his Units), in order to determine his tax basis for his pro
         rata portion of each Equity Security held by the Trust.

                  (iv) Gain or loss will be recognized to a Unitholder (subject
         to various nonrecognition provisions under the Code) upon redemption or
         sale of his Units, except to the extent an in kind distribution of
         stock is received by such Unitholder from the Trust as discussed below.
         Such gain or loss is measured by comparing the proceeds of such
         redemption or sale with the adjusted basis of his Units. Before
         adjustment, such basis would normally be cost if the Unitholder had
         acquired his Units by purchase. Such basis will be reduced, but not
         below zero, by the Unitholder's pro rata portion of dividends with
         respect to each Equity Security which are not taxable as ordinary
         income.

                   (v) If the Trustee disposes of a Trust asset (whether by
         sale, exchange, liquidation, redemption, payment on maturity or
         otherwise) gain or loss will be recognized to the Unitholder (subject
         to various nonrecognition provisions under the Code) and the amount
         thereof will be measured by comparing the Unitholder's aliquot share of
         the total proceeds from the transaction with his basis for his
         fractional interest in the asset disposed of. Such basis is ascertained
         by apportioning the tax basis for his Units (as of the date on which
         his Units were acquired) among each of the Trust assets (as of the date
         on which his Units were acquired) ratably according to their values as
         of the valuation date nearest the date on which he purchased such
         Units. A Unitholder's basis in his Units and of his fractional interest
         in each Trust asset must be reduced, but not below zero, by the
         Unitholder's pro rata portion of dividends with respect to the Equity
         Security which is not taxable as ordinary income.

                  (vi) Under the Indenture, under certain circumstances, a
         Unitholder tendering Units for redemption may request an in kind
         distribution of Equity Securities upon the redemption of Units or upon
         the termination of the Trust. As previously discussed, prior to the
         redemption of Units or the termination of the Trust, a Unitholder is
         considered as owning a pro rata portion of each of the Trust's assets.
         The receipt of an in kind distribution will result in a Unitholder
         receiving an undivided interest in whole shares of stock and possibly
         cash. The potential federal income tax consequences which may occur
         under an in kind distribution with respect to each Equity Security
         owned by the Trust will depend upon whether or not a Unitholder
         receives cash in addition to Equity Securities. An "Equity Security"
         for this purpose is a particular class of stock issued by a particular
         corporation. A Unitholder will not recognize gain or loss if a
         Unitholder only receives Equity Securities in exchange for his or her
         pro rata portion in the Equity Securities held by the Trust. However,
         if a Unitholder also receives cash in exchange for a fractional share
         of an Equity Security held by the Trust, such Unitholder will generally
         recognize gain or loss based upon the difference between the amount of
         cash received by the Unitholder and his tax basis in such fractional
         share of an Equity Security held by the Trust. The total amount of
         taxable gains (or losses) recognized upon such redemption will
         generally equal the sum of the gain (or loss) recognized under the
         rules described above by the redeeming Unitholder with respect to each
         Equity Security owned by the Trust.

         A domestic corporation owning Units in the Trust may be eligible for
the 70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income and are
attributable to domestic corporations), subject to the limitations imposed by
Sections 246 and 246A of the Code.

         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.

         Section 67 of the Code provides that certain 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
such individual's adjusted gross income. Unitholders may be required to treat
some or all of the expenses of the Trust as miscellaneous itemized deductions
subject to this limitation.

         A Unitholder will recognize taxable gain (or loss) when all or part of
his pro rata interest in an Equity Security is either sold by the Trust or
redeemed or when a Unitholder disposes of his Units in a taxable transaction, in
each case for an amount greater (or less) than his tax basis therefor, subject
to various non-recognition provisions of the Code.

         It should be noted that payments to the Trust of dividends on Equity
Securities that are attributable to foreign corporations may be subject to
foreign withholding taxes and Unitholders should consult their tax advisers
regarding the potential tax consequences relating to the payment of any such
withholding taxes by the Trust. Any dividends withheld as a result thereof will
nevertheless be treated as income to the Unitholders. Because under the grantor
trust rules, an investor is deemed to have paid directly his share of foreign
taxes that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. A required holding period is imposed for such credits.

         Any gain or loss recognized on a sale or exchange will, under current
law, generally be capital gain or loss.

         The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.

                                           Very truly yours



                                           CHAPMAN AND CUTLER

MJK/md\

Van Kampen American Capital Equity
  Opportunity Trust, Series 75
March 3, 1998


                                                                     EXHIBIT 3.3


March 2, 1998

                                WINSTON & STRAWN
                                 200 Park Avenue
                          New York, New York 10166-4193


                                  March 3, 1998


Van Kampen American Capital Equity
  Opportunity Trust, Series 75
c/o The Bank of New York,
As Trustee
101 Barclay Street, 17 West
New York, New York  10286

Dear Sirs:

         We have acted as special counsel for the Van Kampen American Capital
Equity Opportunity Trust, Series 75 (the "Fund") consisting of Baby Boomer
Opportunity Trust Series 4, (individually a "Trust" and, in the aggregate, the
"Trusts") for purposes of determining the applicability of certain New York
taxes under the circumstances hereinafter described.

          The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen American Capital
Distributors, Inc. (the "Depositor"), American Portfolio Evaluation Services, a
division of an affiliate of Depositor, as Evaluator, Van Kampen American Capital
Investment Advisory Corp., an affiliate of the Depositor, as Supervisory
Servicer (the "Supervisory Servicer"), and The Bank of New York, as trustee (the
"Trustee"). As described in the prospectus relating to the Fund dated today to
be filed as an amendment to a registration statement heretofore filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Prospectus") (File number 333-35837), the objectives of the Fund are to
provide the potential for dividend income and capital appreciation through
investment in a fixed portfolio of actively traded equity securities of
companies engaged in, providing services to companies in, the industry
identified in Trust's name, or are the type of securities identified in the name
of the Trust. It is noted that no opinion is expressed herein with regard to the
Federal tax aspects of the securities, the Trusts, units of the Trusts (the
"Units"), or any interest, gains or losses in respect thereof.

         As more fully set forth in the Indenture and in the Prospectus, the
activities of the Trustee will include the following:

         On the Date of Deposit, the Depositor will deposit with the Trustee
with respect to each Trust the securities and/or contracts and cash for the
purchase thereof together with an irrevocable letter of credit in the amount
required for the purchase price of the securities comprising the corpus of the
Trust as more fully set forth in the Prospectus.

         The Trustee did not participate in the selection of the securities to
be deposited in the Trusts, and, upon the receipt thereof, will deliver to the
Depositor a registered certificate for the number of Units representing the
entire capital of the Trusts as more fully set forth in the Prospectus. The
Units, which are represented by certificates ("Certificates"), will be offered
to the public upon the effectiveness of the Registration Statement.

         The duties of the Trustee, which are ministerial in nature, will
consist primarily of crediting the appropriate accounts with cash dividends
received by the Fund and with the proceeds from the disposition of securities
held in the Fund and the proceeds of the treasury obligation on maturity and the
distribution of such cash dividends and proceeds to the Unit holders. The
Trustee will also maintain records of the registered holders of Certificates
representing an interest in the Fund and administer the redemption of Units by
such Certificate holders and may perform certain administrative functions with
respect to an automatic reinvestment option.

         Generally, equity securities held in the Trust may be removed therefrom
by the Trustee at the direction of the Depositor upon the occurrence of certain
specified events which adversely affect the sound investment character of the
Fund, such as default by the issuer in payment of declared dividends or of
interest or principal on one or more of its debt obligations.

         Prior to the termination of the Fund, the Trustee is empowered to sell
equity securities designated by the Supervisor Servicer only for the purpose of
redeeming Units tendered to it and of paying expenses for which funds are not
available. The Trustee does not have the power to vary the investment of any
Unit holder in the Fund, and under no circumstances may the proceeds of sale of
any equity securities held by the Fund be used to purchase new equity securities
to be held therein.

         Article 9-A of the New York Tax Law imposes a franchise tax on business
corporations, and, for purposes of that Article, Section 208(l) defines the term
"corporation" to include, among other things, "any business conducted by a
trustee or trustees wherein interest or ownership is evidenced by certificate or
other written instrument."

         The Regulations promulgated under Section 208 provide as follows:

                  A business conducted by a trustee or trustees in which
                  interest or ownership is evidenced by certificate or other
                  written instrument includes, but is not limited to, an
                  association commonly referred to as a "business trust" or
                  "Massachusetts trust". In determining whether a trustee or
                  trustees are conducting a business, the form of the agreement
                  is of significance but is not controlling. The actual
                  activities of the trustee or trustees, not their purposes and
                  powers, will be regarded as decisive factors in determining
                  whether a trust is subject to tax under Article 9-A. The mere
                  investment of funds and the collection of income therefrom,
                  with incidental replacement of securities and reinvestment of
                  funds, does not constitute the conduct of a business in the
                  case of a business conducted by a trustee or trustees.
                  20 NYCRR 1-2.5(b)(2) (July 11, 1990).

     New York cases dealing with the question of whether a trust will be subject
to the franchise tax have also delineated the general rule that where a trustee
merely invests funds and collects and distributes the income therefrom, the
trust is not engaged in business and is not subject to the franchise tax.
BURRELL V. LYNCH, 274 A.D. 347, 84 N.Y.S.2d 171 (3rd Dept. 1948), ORDER
RESETTLED, 274 A.D. 1083, 85 N.Y.S.2d 705 (3rd Dept. 1949).

         In an Opinion of the Attorney General of the State of New York, 47 N.Y.
Att'y. Gen. Rep. 213 (Nov. 24, 1942), it was held that where the trustee of an
unincorporated investment trust was without authority to reinvest amounts
received upon the sales of securities and could dispose of securities making up
the trust only upon the happening of certain specified events or the existence
of certain specified conditions, the trust was not subject to the franchise tax.

         In the instant situation, the Trustee is not empowered to, and we
assume will not, sell equity securities contained in the corpus of the Fund and
reinvest the proceeds therefrom. Further, the power to sell such equity
securities is limited to circumstances in which the credit-worthiness or
soundness of the issuer of such equity security is in question or in which cash
is needed to pay redeeming Unit holders or to pay expenses, or where the Fund is
liquidated subsequent to the termination of the Indenture. In substance, the
Trustee will merely collect and distribute income and will not reinvest any
income or proceeds, and the Trustee has no power to vary the investment of any
Unit holder in the Fund.

         Under Subpart E of Part I, Subchapter J of Chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code"), the grantor of a trust will be
deemed to be the owner of the trust under certain circumstances, and therefore
taxable on his proportionate interest in the income thereof. Where this Federal
tax rule applies, the income attributed to the grantor will also be income to
him for New York income tax purposes. See TSB-M-78(9)(c), New York Department of
Taxation and Finance, June 23, 1978.

         By letter dated today, Messrs. Chapman and Cutler, counsel for the
Depositor, rendered their opinion that each Unit holder will be considered as
owning a share of each asset of the Trust in the proportion that the number of
Units held by such holder bears to the total number of Units outstanding and the
income of a Trust will be treated as the income of each Unit holder in said
proportion pursuant to Subpart E of Part I, Subchapter J of Chapter 1 of the
Code.

         Based on the foregoing and on the opinion of Messrs. Chapman and
Cutler, counsel for the Depositor, dated today, upon which we specifically rely,
we are of the opinion that under existing laws, rulings, and court decisions
interpreting the laws of the State and City of New York:

                    1. Each of the Trusts will not constitute an association
         taxable as a corporation under New York law, and, accordingly, will not
         be subject to tax on its income under the New York State franchise tax
         or the New York City general corporation tax;

                    2. The income of the  Trusts  will be  treated  as the
         income of the Unit  holders  under the income tax laws of the State and
         City of New York; and

                    3. Unit holders who are not residents of the State of New
         York are not subject to the income tax laws thereof with respect to any
         interest or gain derived from the Fund or any gain from the sale or
         other disposition of the Units, except to the extent that such interest
         or gain is from property employed in a business, trade, profession or
         occupation carried on in the State of New York.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Units and to the use of our name and the
reference to our firm in the Registration Statement and in the Prospectus.

                                               Very truly yours,


                                               WINSTON & STRAWN
MNS:


                                                                   EXHIBIT 4.1
March 2, 1998

Interactive Data
14 West Street
New York, NY  10005


March 2, 1998


Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181


Re: Van Kampen American Capital Baby Boomer Opportunity Trust, Series 4,
    (A Unit Investment Trust) Registered Under the Securities
    Act of 1933, File No. 333-35837

Gentlemen:

    We have examined the Registration Statement for the above captioned Fund.

    We hereby consent to the reference in the Prospectus and Registration
Statement for the above captioned Fund to Interactive Data Corporation, as the
Evaluator, and to the use of the obligations prepared by us which are referred
to in such Prospectus and Statement.

    You are authorized to file copies of this letter with the Securities
and Exchange Commission.

Very truly yours,


James Perry
Vice President

                                                                     EXHIBIT 4.2

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

         We have issued our report dated March 3, 1998 on the statement of
condition and related securities portfolio of Van Kampen American Capital Equity
Opportunity Trust, Series 75 as of March 3, 1998 contained in the Registration
Statement on Form S-6 and Prospectus. We consent to the use of our report in the
Registration Statement and Prospectus and to the use of our name as it appears
under the caption "Other Matters-Independent Certified Public Accountants."



                                        GRANT THORNTON LLP

Chicago, Illinois
March 3, 1998

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<ARTICLE> 6
<LEGEND>
This report reflects the current time period taken from 487 on March 3,1998
it is unaudited
</LEGEND>
<SERIES>
<NUMBER> 004
<NAME> BOOM
       
<S>                         <C>
<PERIOD-TYPE>               YEAR
<FISCAL-YEAR-END>                FEB-28-1999
<PERIOD-START>                   MAR-03-1998
<PERIOD-END>                     MAR-03-1998
<INVESTMENTS-AT-COST>               147,982
<INVESTMENTS-AT-VALUE>              147,982
<RECEIVABLES>                             0
<ASSETS-OTHER>                       59,678
<OTHER-ITEMS-ASSETS>                      0
<TOTAL-ASSETS>                      207,660
<PAYABLE-FOR-SECURITIES>                  0
<SENIOR-LONG-TERM-DEBT>                   0
<OTHER-ITEMS-LIABILITIES>            64,910
<TOTAL-LIABILITIES>                  64,910
<SENIOR-EQUITY>                           0
<PAID-IN-CAPITAL-COMMON>            142,750
<SHARES-COMMON-STOCK>                14,948
<SHARES-COMMON-PRIOR>                     0
<ACCUMULATED-NII-CURRENT>                 0
<OVERDISTRIBUTION-NII>                    0
<ACCUMULATED-NET-GAINS>                   0
<OVERDISTRIBUTION-GAINS>                  0
<ACCUM-APPREC-OR-DEPREC>                  0
<NET-ASSETS>                        142,750
<DIVIDEND-INCOME>                         0
<INTEREST-INCOME>                         0
<OTHER-INCOME>                            0
<EXPENSES-NET>                            0
<NET-INVESTMENT-INCOME>                   0
<REALIZED-GAINS-CURRENT>                  0
<APPREC-INCREASE-CURRENT>                 0
<NET-CHANGE-FROM-OPS>                     0
<EQUALIZATION>                            0
<DISTRIBUTIONS-OF-INCOME>                 0
<DISTRIBUTIONS-OF-GAINS>                  0
<DISTRIBUTIONS-OTHER>                     0
<NUMBER-OF-SHARES-SOLD>                   0
<NUMBER-OF-SHARES-REDEEMED>               0
<SHARES-REINVESTED>                       0
<NET-CHANGE-IN-ASSETS>                    0
<ACCUMULATED-NII-PRIOR>                   0
<ACCUMULATED-GAINS-PRIOR>                 0
<OVERDISTRIB-NII-PRIOR>                   0
<OVERDIST-NET-GAINS-PRIOR>                0
<GROSS-ADVISORY-FEES>                     0
<INTEREST-EXPENSE>                        0
<GROSS-EXPENSE>                           0
<AVERAGE-NET-ASSETS>                      0
<PER-SHARE-NAV-BEGIN>                     0
<PER-SHARE-NII>                           0
<PER-SHARE-GAIN-APPREC>                   0
<PER-SHARE-DIVIDEND>                      0
<PER-SHARE-DISTRIBUTIONS>                 0
<RETURNS-OF-CAPITAL>                      0
<PER-SHARE-NAV-END>                       0
<EXPENSE-RATIO>                           0
<AVG-DEBT-OUTSTANDING>                    0
<AVG-DEBT-PER-SHARE>                      0
        

</TABLE>


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