VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 82, S-6, 1997-12-19

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 82
S-6, 1997-12-19

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File No: 333-
CIK #1025228

Securities and Exchange Commission
Washington, D.C. 20549-1004
Form S-6

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

A. Exact name of Trust: Van Kampen American Capital Equity
Opportunity Trust, Series 82

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 of securities being registered: Units of undivided fractional
beneficial interests

F. Approximate date of proposed sale to the public:

As Soon As Practicable After The Effective Date Of The Registration
Statement
_______________________________________________________________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a) may determine.
Van Kampen American Capital Equity Opportunity Trust
Series 82
Cross Reference Sheet

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

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

I. Organization and General Information

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

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

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

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

4. Name and address of principal ) Trust Administration
underwriter

5. Organization of trust ) The Trusts

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

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *

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

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

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

12. Certain information regarding ) *
periodic payment certificates )

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

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

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

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

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

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

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

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

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

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

(b) Reinvestment of distributions ) *

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

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

21. Loans to security holders ) *

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

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

III. Organization, Personnel and Affiliated
Persons of Depositor

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) *

27. Business of Depositor ) Trust Administration

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

29. Companies owning securities ) *
of Depositor )
30. Controlling persons of Depositor ) *

31. Compensation of Officers of ) *
Depositor )

32. Compensation of Directors ) *

33. Compensation to Employees ) *

34. Compensation to other persons ) *

IV. Distribution and Redemption of Securities

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

36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )

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

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

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

40. Certain fees received by ) *
principal underwriter )

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

(b) Branch offices or principal ) *
underwriter )

42. Ownership of securities of ) *
the trust )

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

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

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

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

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of ) Trust Administration
trustee )

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

50. Trustee's lien ) Trust Operating Expenses

VI. Information Concerning Insurance of Holders of Securities

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

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

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

(d) Fundamental 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
) Statements of Condition

______________________________________________
* Inapplicable, omitted, answer negative or not required
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.

Preliminary Prospectus Dated December 19, 1997
Subject to Completion

January 6, 1998

Van Kampen American Capital

Great International Firms Trust, Series 4
Brand Name Equity Trust, Series 5

The Fund. Van Kampen American Capital Equity Opportunity Trust, Series 82 (the
"Fund" ) is comprised of the separate underlying unit investment trusts
set forth above (the "Trusts" ). The Great International Firms Trust
offers investors the opportunity to purchase Units representing proportionate
interests in a fixed, globally diversified portfolio of equity securities
issued by blue chip international companies, all of which are common stocks of
foreign issuers. The Brand Name Equity Trust offers investors the opportunity
to purchase Units representing proportionate interests in a fixed portfolio of
equity securities issued by companies diversified within the non-durable
consumer good industry, including common stocks of foreign issuers in American
Depositary Receipt form ("ADRs" ). The equity securities included in
each Trust are referred to as the "Securities" or the "Equity
Securities" . Unless terminated earlier, each Trust will terminate on the
Mandatory Termination Date and any Securities then held will, within a
reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Securities liquidated at termination will be sold at the then current market
value for such Securities; therefore, the amount distributable in cash to a
Unitholder upon termination may be more or less than the amount such
Unitholder paid for his Units. Unless otherwise indicated, all amounts herein
are stated in U.S. dollars computed on the basis of the exchange rate for the
relevant currency on the Initial Date of Deposit.

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

Objective of the Trusts. The objective of the Great International Firms Trust
is to provide the potential for capital appreciation by investing in a
globally diversified portfolio of equity securities of blue chip international
companies. The objective of the Brand Name Equity 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 of non-durable good companies. See "Objectives and Securities
Selection." There is, of course, no guarantee that the objective of a
Trust will be achieved.

Public Offering Price. The Public Offering Price of the Units includes the
aggregate underlying value of the Securities, the initial sales charge
described below, and cash, if any, in the Income and Capital Accounts. The
initial sales charge is equal to the difference between the maximum total
sales charge of 4.5% of the Public Offering Price and the maximum deferred
sales charge ($0.20 per Unit). The monthly deferred sales charge ($0.0333 per
Unit) will begin accruing on a daily basis on July 7, 1998 and will continue
to accrue through January 6, 1999. The monthly deferred sales charge will be
charged to the Trusts, in arrears, commencing August 7, 1998 and will be
charged on the 7th day of each month thereafter through January 7, 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), subject to reduction
as set forth in "Public Offering--General." 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 Trusts 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 during a period of up
to approximately six months after the Initial Date of Deposit, deposit
additional Securities in the Trusts as provided under "The Trusts."

Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by a 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 is set forth under "Summary of Essential Financial
Information" and will be made on March 25, 1998 to Unitholders of record
on March 10, 1998. Any distribution of income and/or capital will be net of
the expenses of the Trusts. See "Federal Taxation." Additionally, upon
termination of a 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 and
offer to repurchase such Units at prices which are based on the aggregate
underlying value of Equity Securities (generally determined by the closing
sale or bid prices of the Securities) plus or minus cash, if any, in the
Capital and Income Accounts. 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 (generally
determined by the closing sale or asked prices of the Securities) plus or
minus cash, if any, in the Capital and Income Accounts. 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 plus or
minus a pro rata share of cash, if any, in the Capital and Income Accounts.
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 each Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. Written notice of any termination 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 each Trust maintained by the Trustee. At least 30
days prior to the Mandatory Termination Date the Trustee will provide written
notice thereof to all Unitholders. Unitholders will receive a cash
distribution from the sale of the remaining Securities within a reasonable
time after a Trust is terminated. See "Trust Administration--Amendment or
Termination."

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

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

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

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 82
Summary of Essential Financial Information
At the Close of Business on the day before the Initial Date of Deposit:
January 5, 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

<TABLE>
<CAPTION>
Brand
Name
Great International Equity
General Information Firms Trust Trust
--------------------------- ----------
<S> <C> <C>
Number of Units <F1>.......................................................
Fractional Undivided Interest in the Trust per Unit <F1>...................
Public Offering Price: ....................................................
Aggregate Value of Securities in Portfolio <F2>.......................... $ $
Aggregate Value of Securities per Unit .................................. $ 9.75 $ 9.75
Maximum Sales Charge <F3>................................................ $ .45 $ .45
Less Deferred Sales Charge per Unit...................................... $ .20 $ .20
Public Offering Price Per Unit <F3><F4><F5>.............................. $ 10.00 $ 10.00
Redemption Price per Unit <F6>.............................................$ $
Secondary Market Repurchase Price per Unit <F6>............................$ $
Excess of Public Offering Price per Unit over Redemption Price per Unit....$ $
Estimated Annual Organizational Expenses per Unit <F7>.....................$ $
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Calculation of Estimated Net Annual Dividends per Unit <F8>: ...
Estimated Gross Annual Dividends per Unit...................... $
Less: Estimated Annual Expense per Unit........................ $
Estimated Net Annual Dividends per Unit........................ $
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee... Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee..... Maximum of $.0025 per Unit
Mandatory Termination Date............ ____________________
A 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 may be
Minimum Termination Value............. terminated if the net asset value of the Trust is less than $3,000,000.
Trustee's Annual Fee <F9>............. $.008 per Unit
Evaluation Time....................... Close of the New York Stock Exchange
Income Distribution Record Date....... Tenth day of March, June, September and December
Income Distribution Date.............. Twenty-fifth of March, June, September and December
Capital Account Record Date........... Tenth day of December
Capital Account Distribution Date..... Twenty-fifth day of December

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

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

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

<F4>On the Initial Date of Deposit there will be no cash in the Income or Capital
Accounts. Anyone ordering Units after such date will have included in the
Public Offering Price a pro rata share of any cash in such Accounts.

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

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

<F7>Each 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 five years. See
"Trust Operating Expenses" and "Statements of Condition."
Historically, the sponsors of unit investment trusts have paid all the costs
of establishing such trusts.

<F8>Estimated annual dividends are based on annualizing the most recently declared
dividends, or adding together the most recent interim and final dividends
declared, taking into consideration any applicable foreign withholding tax
(converted into U.S. dollars at the offer side of the exchange rate for the
relevant currency at the Evaluation Time, if applicable). Because
organizational expenses are paid from funds in the Capital Account, Estimated
Annual Expense per Unit does not include Estimated Annual Organizational
Expenses.

<F9>With respect to the Great International Firms Trust, the Trustee will receive
additional annual compensation, payable in monthly installments, of .03% of
the market value of the Equity Securities traded on an Australian securities
exchange and held in a sub-custodian account at month end.
</TABLE>

FEE TABLE

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

<TABLE>
<CAPTION>
Great International Firms Trust
<S> <C> <C>
Unitholder Transaction Expenses (as a percentage of offering price) Amount Per 100 Units
-----------------------
Initial Sales Charge Imposed on Purchase <F1>.................................... 2.50% $ 25.00
Deferred Sales Charge <F2>....................................................... 2.00% 20.00
---------- -----------------------
Maximum Sales Charge............................................................. 4.50% $ 45.00
========== =======================
Maximum Sales Charge Imposed on Reinvested Dividends <F3>........................ 2.00% $ 20.00
========== =======================
Estimated Annual Trust Operating Expenses (as a percentage of aggregate value)
Trustee's Fee ................................................................... 0.082% $ 0.80
Portfolio Supervision and Evaluation Fees ....................................... 0.051% 0.50
Organizational Costs............................................................. %
Other Operating Expenses ........................................................ 0.042% 0.41
---------- -----------------------
Total ........................................................................... % $
========== =======================
</TABLE>

Example

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

<TABLE>
<CAPTION>
Brand Name Equity Trust
<S> <C> <C>
Unitholder Transaction Expenses (as a percentage of offering price) Amount Per 100 Units
-----------------------
Initial Sales Charge Imposed on Purchase <F1>.................................... 2.50% $ 25.00
Deferred Sales Charge <F2>....................................................... 2.00% 20.00
---------- -----------------------
Maximum Sales Charge............................................................. 4.50% $ 45.00
========== =======================
Maximum Sales Charge Imposed on Reinvested Dividends <F3>........................ 2.00% $ 20.00
========== =======================
Estimated Annual Trust Operating Expenses (as a percentage of aggregate value)
Trustee's Fee ................................................................... 0.082% $ 0.80
Portfolio Supervision and Evaluation Fees ....................................... 0.051% 0.50
Organizational Costs............................................................. %
Other Operating Expenses ........................................................ 0.042% 0.41
---------- -----------------------
Total ........................................................................... % $
========== =======================
</TABLE>

Example

The examples assume reinvestment of all dividends and distributions and
utilize a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. For purposes of the
examples, 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 examples.

- ----------
<FN>
<F1>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 ($0.20 per Unit) and would exceed 2.50% if the Public Offering Price
exceeds $10 per Unit.

<F2>The actual fee is $0.0333 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 2%; if Unit price is less than $10 per Unit,
the deferred portion of the sales charge will exceed 2%. Units purchased
subsequent to the initial deferred sales charge payment will be subject to
only that portion of the deferred sales charge payments not yet collected.

<F3>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 TRUSTS

- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust, Series 82 is comprised
of two separate underlying unit investment trusts: Great International Firms
Trust, Series 4 and Brand Name Equity Trust, Series 5. The Fund was created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Trust Agreement" ), dated the date of this Prospectus
(the "Initial Date of Deposit" ), among Van Kampen American Capital
Distributors, Inc., as Sponsor, American Portfolio Evaluation Services, a
division of Van Kampen American Capital Investment Advisory Corp., as
Evaluator, Van Kampen American Capital Investment Advisory Corp., as
Supervisor, and The Bank of New York, as Trustee.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated in each "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 each Trust
indicated in "Summary of Essential Financial Information." Unless
otherwise terminated as provided in the Trust Agreement, the Trusts 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 a 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 a Trust as a result of the deposit of additional
Securities by the Sponsor, the aggregate value of the Securities in the Trust
will be increased and the fractional undivided interest in the Trust
represented by each Unit will be decreased. The Sponsor may continue to make
additional deposits of Securities or cash with instructions to purchase
Securities into a Trust following the Initial Date of Deposit, provided that
such additional deposits will be in amounts which will maintain, as nearly as
practicable, an equal proportionate relationship among each Equity Security in
the Great International Firms Trust's portfolio and the same percentage
relationship among the number of shares of each Equity Security in the Brand
Name Equity Trust's portfolio that existed immediately prior to such
subsequent deposit. Any deposit of additional Equity Securities will
duplicate, as nearly as is practicable, this proportionate relationship and
not the actual proportionate relationship on the Initial Date of Deposit,
since the actual proportionate relationship may be different. Any such
difference may be due to the sale, redemption or liquidation of any of the
Equity Securities deposited in a 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 Trusts will pay the
associated brokerage fees.

Each Unit of a 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 a Trust represented by each
unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust represented by such fraction will remain unchanged.
Units will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.

OBJECTIVES AND SECURITIES SELECTION

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

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

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

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

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

Brand Name Equity Trust. The objectives of the Brand Name Equity Trust are to
provide the potential for capital appreciation and income, consistent with the
preservation of invested capital. The Sponsor has attempted to select a
portfolio of leading brand name companies that provide the potential for
growth at sustainably higher rates than the general stock market for an
extended period of time. In selecting the Securities, the Sponsor considered
the following factors, among others: (a) the issuer's position within the
industry, (b) breadth and stability of the issuer's business base and (c)
growth potential. Most of the products produced by the issuers included in the
Trust are consumable products used around the world. The Sponsor believes that
global demographics provide the potential for growth in these products in
excess of overall economic growth. The companies included in the Trust are
generally leaders in their field and the Sponsor believes these leadership
positions should be sustained given the stability of the markets generally and
the strength of these brand name companies. In addition, the Sponsor has
attempted to select companies with superior management which can help the
company maintain a leadership position within its market. The Sponsor has
attempted to select companies which exhibit attractive balance sheets, strong
cash flow and above-average returns on investment. Exploitation of the
attractive product markets requires investment to drive future growth. Debt
capacity and cash flow may help to provide a company the ability to reinvest
in the business while a high return on investment (and return on equity) may
provide the potential for high growth rates from reinvestment.

Stocks have been acknowledged as one of the best ways to stay ahead of
inflation over time. An investment of $1 in common stocks (as represented by
the Standard & Poor's 500 Index) on January 1, 1926 would have been worth
approximately $1,371.76 by December 31, 1996. Over the same time period, $1
invested in long-term U.S. Government bonds would have been worth
approximately $33.66, $1 invested in short-term U.S. Treasury bills would have
been worth approximately $13.54 and $1 growing at the rate of inflation would
have been worth approximately $8.88. In addition, over the period January 1,
1991 through December 31, 1996, an investment of $10,000 in the stocks
included in the Morgan Stanley Consumer Index and the Standard & Poor's 500
Index would have been worth approximately $26,131 and $26,492, respectively,
while $10,000 growing at the rate of inflation over the same period would have
been worth approximately $11,883.

The Morgan Stanley Consumer Index is an unmanaged statistical composite
measuring the performance of 30 stocks from 21 consumer-oriented industries.
The Standard & Poor's 500 Index is an unmanaged statistical composite
measuring the performance of 500 stocks from 83 industrial groups. Investors
should note that the Morgan Stanley Consumer Index does not include all of the
Securities in the Trust portfolio and the Trust is not designed to correlate
with this or any other index. Of course, the figures above represent past
performance of these investment categories and there is no guarantee of future
results, either of these categories or of the Trust. The Trust also includes a
sales charge and expenses which are not reflected above.

Consumer Products Companies. Companies within the non-durable consumer goods
industry are typically considered growth companies. A growth company is
generally defined as a relatively steady performer over time which provides
the potential to sustain an above-average growth rate during various economic
cycles. Because of their size, resilience and strength, brand name companies
appear to be some of the most favorable growth companies in which to invest.
Additionally, the Sponsor believes that brand name companies are poised to
benefit as access to and consumer demand in developing countries continues to
grow. Many of the companies behind brand name products are industry leaders in
both domestic and international markets. They are established, well-managed,
financially strong and proven performers. Many companies have undertaken
restructuring and expansion projects which have increased their profit
potential. As large companies, they are able to provide their brands with a
great deal of support, including large advertising budgets able to produce
sales beyond the life of a campaign, research and development prowess
producing high quality and new products, effective distribution and
promotional efforts creating widespread exposure throughout the retail
industry, and exposure to international markets and expansion of operations to
capitalize on growth opportunities in developing countries worldwide. The
Sponsor believes that as cost differences between brand name and generic
products shrink, consumers will be willing to pay a premium for brand name
products they recognize and believe to be of better quality.

The Food and Beverage Industry. The Department of Commerce ranks the food and
beverage industry as the second largest U.S. manufacturing sector. In recent
years, this industry has had consistently positive earnings and has tended to
be recession-resistant. Performance has reflected consumer demand more than
general economic conditions. Food processing companies include manufacturers
of packaged foods such as canned and frozen foods, baked goods, desserts,
jelly, coffee and hot chocolate, and processors of agricultural products such
as fruits, vegetables, cereals, flour, meat and poultry, including pet food.
Distributors include food wholesalers (companies that distribute food products
to retailers, restaurants and institutions) and retailers, supermarket chains
and restaurants. The beverage companies represented manufacture alcoholic and
non-alcoholic drinks. The issuers in the Trust include companies that have
successfully adapted to new consumer demands such as developing low calorie,
low fat and low sodium products for a public increasingly concerned with
health and fitness. The Sponsor anticipates that continued adaptation will
result in consumer support and lead to continued growth.

Pharmaceutical Industry. The medical sector has historically provided
investors with significant growth opportunities. One of the industries
included in the sector is pharmaceutical companies. Pharmaceutical companies
develop, manufacture and sell prescription and over-the-counter drugs. In
addition, they are well known for the significant amounts of money they spend
on research and development. As the population of the United States ages, the
companies involved in the pharmaceutical field will continue to search for and
develop new drugs through advanced technologies and diagnostics. On a
world-wide basis, pharmaceutical companies are involved in the development and
distribution of drugs and vaccines. These activities may make the
pharmaceutical sector very attractive for investors seeking the potential for
growth in their investment portfolio.

General. An investor will be subject to taxation on the dividend income
received from a 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 a 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 Trusts 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 Trusts are not "managed" funds and
as a result the adverse financial condition of a company will not result in
its elimination from a portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration" ). In addition,
Securities will not be sold 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. A 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 PORTFOLIOS

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

Descriptions to come.

Brand Name Equity Trust. The Brand Name Equity Trust consists of _____ issues
of Equity Securities which are primarily issued by established companies with
extensive domestic and international operations that are engaged in the
design, production and distribution of products within the non-durable
consumer goods industry, including common stocks of foreign issuers in ADR
form. 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.

General. Each Trust consists of (a) the Securities listed under the related
"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 a 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 Trusts will retain for any
length of time their present size and composition. Although the portfolios are
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 a Trust
to take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.

RISK FACTORS

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General. An investment in Units should be made with an understanding of the
risks which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities or the general
condition of the common stock market may worsen and the value of the Equity
Securities and therefore the value of the Units may decline. Common stocks are
especially susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions of
the issuers change. These perceptions are based on unpredictable factors
including expectations regarding government economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction, and
global or regional political, economic or banking crises. Shareholders of
common stocks have rights to receive payments from the issuers of those common
stocks that are generally subordinate to those of creditors of, or holders of
debt obligations or preferred stocks of, such issuers. Shareholders of common
stocks of the type held by the Trusts 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 may be expected to fluctuate over the
life of the Trusts 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 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 Trusts 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
Trusts, 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 a 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.
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 Trusts will pay the associated brokerage fees.

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

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

Equity securities issued by non-U.S. issuers generally pay dividends in
foreign currencies and are principally traded in foreign currencies.
Therefore, there is a risk that the United States dollar value of these
securities will vary with fluctuations in the U.S. dollar foreign exchange
rates for the various Equity Securities. See "Exchange Rate" below.
Investors should also realize that, although certain Securities are ADRs, all
issuers that operate internationally are subject to currency risks.

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

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

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

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

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

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

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

Consumer Products, Food and Beverage, and Pharmaceutical Companies. The Brand
Name Equity Trust is concentrated in issuers within the consumer products
industry. A portfolio concentrated in a single industry may present more risk
than an a portfolio of more broadly diversified investments. The Brand Name
Equity Trust, and therefore Unitholders, may be particularly susceptible to a
negative impact resulting from adverse market conditions or other factors
affecting issuers in the consumer products industry because any negative
impact on the consumer products industry will not be diversified among issuers
within other unrelated industries. Accordingly, an investment in Units should
be made with an understanding of the risks inherent in the consumer products
industry.

Investment in securities issued by non-durable consumer products companies
should be made with an understanding of the many factors which may have an
adverse impact on the credit quality of the particular company or industry.
These include cyclicality of revenues and earnings, changing consumer demands,
regulatory restrictions, products liability litigation and other litigation
resulting from accidents, extensive competition (including that of low-cost
foreign companies), unfunded pension fund liabilities and employee and retiree
benefit costs and financial deterioration resulting from leveraged buy-outs,
takeovers or acquisitions. In general, expenditures on consumer products will
be affected by the economic health of consumers. Various factors such as
recession and any related tightening of consumer credit and spending may have
a continuing adverse effect on the industry. Other factors of particular
relevance to the profitability of the industry are the effects of increasing
environmental regulation on packaging and on waste disposal, the continuing
need to conform with foreign regulations governing packaging and the
environment, the outcome of trade negotiations and their effect on foreign
subsidies and tariffs, foreign exchange rates, the price of oil and its effect
on energy costs, inventory cutbacks by retailers, transportation and
distribution costs, health concerns relating to the consumption of certain
products, the effect of demographics on consumer demand, the availability and
cost of raw materials and the ongoing need to develop new products and to
improve productivity.

Investment in stocks of the food and beverage industry, including
manufacturers of packaged foods, processors of agricultural products, beverage
companies and food distributors, should be made with an understanding of the
many factors that may have an adverse impact on the value of the stocks of
these companies and their ability to pay dividends. These factors include the
sensitivity of revenues, earnings, and financial condition to economic
conditions, changing consumer demands or preferences, fluctuations in the
prices of agricultural commodities, fluctuations in the cost of other raw
materials such as packaging, and the effects of inflation on pricing
flexibility. The revenues and earnings of these companies can also be affected
by extensive competition that can result in lost sales or in lower margins
resulting from efforts to maintain market share. Food and beverage companies
are also subject to regulation under various federal laws--such as the Food,
Drug, and Cosmetic Act--as well as state, local and foreign laws and
regulations. Costs associated with complying with changing regulatory
restrictions, such as food labeling requirements, could adversely affect
earnings. Food and beverage companies are also becoming increasingly exposed
to risks associated with international operation, including foreign currency
fluctuations and future political and economic developments in other
countries. Other risk factors include potential deterioration in financial
condition resulting from litigation related to product liability, accidents,
or trademark or patent disputes; unfunded pension liability; changing
accounting standards and leveraged buyouts, takeovers, or recapitalizations.

An investment in Units of the Brand Name Equity Trust should be made with an
understanding of the characteristics of the pharmaceutical and medical
technology industries and the risks which such investment may entail.
Pharmaceutical and medical technology companies are companies involved in drug
development and production services. Such companies have potential risks
unique to their sector of the health care field. Such companies are subject to
governmental regulation of their products and services, a factor which could
have a significant and possibly unfavorable effect on the price and
availability of such products or services. Furthermore, such companies face
the risk of increasing competition from generic drug sales, the termination of
their patent protection for drug products and the risk that technological
advances will render their products or services obsolete. The research and
development costs of bringing a drug to market are substantial and include
lengthy governmental review processes, with no guarantee that the product will
ever come to market. Many of these companies may have losses and not offer
certain products for some time. Such companies may also have persistent losses
during a new product's transition from development to production, and revenue
patterns may be erratic.

Legislative proposals concerning health care have been under consideration by
federal and state governments from time to time in recent years. These
proposals span a wide range of topics, including cost and price controls
(which might include a freeze on the prices of prescription drugs), national
health insurance, incentives for competition in the provision of health care
services, tax incentives and penalties related to health care insurance
premiums and promotion of pre-paid health care plans. The Sponsor is unable to
predict the effect of any of these proposals, if enacted, on the issuers of
Equity Securities in the Brand Name Equity Trust.

FEDERAL TAXATION

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

Distributions to Unitholders of the Trust's taxable income (other than its net
capital gain) will be taxable as ordinary income to Unitholders. To the extent
that distributions to a Unitholder in any year exceed the Trust's current and
accumulated earnings and profits, they will be treated as a return of capital
and will reduce the Unitholder's basis in his Units and, to the extent that
they exceed his basis, will be treated as a gain from the sale of his Units as
discussed below. It should be noted that certain legislative proposals have
been made which could affect the calculation of basis for Unitholders holding
securities that are substantially identical to the Trust's Equity Securities.
Unitholders should consult their own tax advisors with regard to the
calculation of basis.

Distributions of the Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as
long-term capital gain, regardless of the length of time the Units have been
held by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial
institution. For taxpayers other than corporations, net capital gains (which
is defined as net long-term capital gains over net short-term capital loss for
the taxable year) are subject to a maximum marginal stated tax rate of either
28% or 20%, depending upon the holding period of the capital assets. In
particular, net capital gain, excluding net gain from property held more than
one year but no more than 18 months and gain on certain other assets, is
subject to a maximum marginal stated tax rate of 20% (10% in the case of
certain taxpayers in the lowest tax bracket). Net capital gain that is not
taxed at the maximum marginal stated tax rate of 20% (or 10%) as described in
the preceding sentence, is generally subject to a maximum marginal stated tax
rate of 28%. 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. A capital loss is long-term if the asset is held for more than one year
and short-term if held for one year or less. If a Unitholder holds Units for
six months or less and subsequently sells such Units at a loss, the loss will
be treated as a long-term capital loss to the extent that any long-term
capital gain distribution is made with respect to such Units during the
six-month period or less that the Unitholder owns the Units. 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. The Taxpayer Relief Act of 1997 (the "1997 Act" )
includes provisions that treat certain transactions designed to reduce or
eliminate risk of loss and opportunities for gain (e.g. short sales,
offsetting 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.

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

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

The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a
pro rata portion of the foreign securities held by the Trust, must include in
their gross income, for federal income tax purposes, both their portion of
dividends received by the Trust and also their portion of the amount which the
Trust deems to be the Unitholders' portion of foreign income taxes paid with
respect to, or withheld from, dividends, interest or other income of the Trust
from its foreign investments. Unitholders may then subtract from their federal
income tax the amount of such taxes withheld, or else treat such foreign taxes
as deductions from gross income; however, as in the case of investors
receiving income directly from foreign sources, the above described tax credit
or deduction is subject to certain limitations. Unitholders should consult
their tax advisers regarding this election and its consequences to them. The
1997 Act imposes a required holding period for such credits.

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

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

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

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

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

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

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

Brand Name Equity Trust. The following is a general discussion of certain of
the federal income tax consequences of the purchase, ownership and disposition
of the Units of the Brand Name Equity Trust. 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.

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 the 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 regardless of whether such dividends
are used to pay a portion of the deferred sales charge. 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 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 initial tax basis for his pro rata portion of
each Equity Security held by the Trust. It should be noted that certain
legislative proposals have been made which could affect the calculation of
basis for Unitholders holding securities that are substantially identical to
the Equity Securities. Unitholders should consult their own tax advisers with
regard to 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 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, any such capital gain will be short-term unless a Unitholder has held
his Units for more than one year.

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 and, in general, will be long-term if the Unitholder has held his
Units for more than one year (the date on which the Units are acquired (i.e.,
the "trade date" ) is excluded for purposes of determining whether the
Units have been held for more than one year). A Unitholder's portion 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) and, in general,
will be long-term if the Unitholder has held his Units for more than one year.
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 gains are subject to a maximum marginal stated tax
rate of 28%. However, it should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed.

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

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.

Legislative proposals have been made that would treat certain transactions
designed to reduce or eliminate risk of loss and opportunities for gain as
constructive sales for purposes of recognition of gain (but not of loss).
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 Equity Security held 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 Units will generally equal the price paid by such Unitholder of his
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 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 corporations 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. Investors should consult their tax advisers with
respect to foreign withholding taxes and foreign tax credits. Legislative
proposals have been made which would impose a required holding period for such
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

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Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Trusts. However, Van Kampen
American Capital Investment Advisory Corp., which is an affiliate of the
Sponsor, will receive an annual supervisory fee which is not to exceed the
amount set forth under "Summary of Essential Financial Information,"
for providing portfolio supervisory services for each 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 these Trusts, but at no time will the total
amount received for portfolio supervisory services rendered to all unit
investment trusts sponsored by the Sponsor for which the Supervisor provides
portfolio supervisory services in any calendar year exceed the aggregate cost
to the Supervisor of supplying such services in such year. In addition, the
Evaluator, which is a division of Van Kampen American Capital Investment
Advisory Corp., shall receive the annual per Unit evaluation fee set forth
under "Summary of Essential Financial Information" (which amount is
based on the number of Units outstanding on January 1 of each year for which
such compensation relates except during the initial offering period in which
event the calculation is based on the number of Units outstanding at the end
of the month of such calculation) for regularly evaluating each 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 each Trust set forth under "Summary of Essential Financial
Information" (which amount is based on the number of Units outstanding on
January 1 of each year for which such compensation relates except during the
initial offering period in which event the calculation is based on the number
of Units outstanding at the end of the month of such calculation). The
Trustee's fees are payable as described under "General" below. The
Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these Accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the Trusts 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 each 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 five
years. The following additional charges are or may be incurred by a Trust: (a)
normal expenses (including the cost of mailing reports to Unitholders)
incurred in connection with the operation of the Trust, (b) fees of the
Trustee for extraordinary services, (c) expenses of the Trustee (including
legal and auditing expenses) and of counsel designated by the Sponsor, (d)
various governmental charges, (e) expenses and costs of any action taken by
the Trustee to protect the Trust and the rights and interests of Unitholders,
(f) indemnification of the Trustee for any loss, liability or expenses
incurred in the administration of the Trust without negligence, bad faith or
wilful misconduct on its part, (g) foreign custodial and transaction fees, (h)
accrual of costs associated with liquidating securities, and (i) expenditures
incurred in contacting Unitholders upon termination of the Trust. The fees and
expenses set forth herein are payable as described under "General"
below.

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

PUBLIC OFFERING

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

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

The sales charge reduction will primarily be the responsibility of the selling
broker, dealer or agent. This reduced sales charge structure will apply on all
purchases by the same person from any one dealer of units of Van Kampen
American Capital-sponsored unit investment trusts which are being offered in
the initial offering period (a) on any one day (the "Initial Purchase
Date" ) or (b) on any day subsequent to the Initial Purchase Date if (1)
the units purchased are of a unit investment trust purchased on the Initial
Purchase Date, and (2) the person purchasing the units purchased a sufficient
amount of units on the Initial Purchase Date to qualify for a reduced sales
charge on such date. In the event units of more than one trust are purchased
on the Initial Purchase Date, the aggregate dollar amount of such purchases
will be used to determine whether purchasers are eligible for a reduced sales
charge. Such aggregate dollar amount will be divided by the public offering
price per unit (on the day preceding the date of purchase) of each respective
trust purchased to determine the total number of units which such amount could
have purchased of each individual trust. Purchasers must then consult the
applicable trust's prospectus to determine whether the total number of units
which could have been purchased of a specific trust would have qualified for a
reduced sales charge and, if so qualified, the amount of such reduction.
Assuming a purchaser qualifies for a sales charge reduction or reductions, to
determine the applicable sales charge reduction or reductions it is necessary
to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of
the spouse of a purchaser or in the name of a child of such purchaser ("
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 Trusts, unitholders of any Van
Kampen American Capital-sponsored unit investment trust may utilize their
redemption or termination proceeds to purchase Units of these Trusts 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. The
Public Offering Price of Units of the Great International Firms Trust is based
on the aggregate value of the Securities computed on the basis of the offering
side or bid side value of the related currency exchange rate at the Evaluation
Time expressed in U.S. dollars during the initial offering period or secondary
market, respectively.

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

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

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

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

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

Certain commercial banks are making Units available to their customers on an
agency basis. A portion of the sales charge (equal to the agency commission
referred to above) is retained by or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Trust Units;
however, the Glass-Steagall Act does permit certain agency transactions and
the banking regulators have not indicated that these particular agency
transactions are not permitted under such Act. In addition, state securities
laws on this issue may differ from the interpretations of federal law
expressed herein and banks and financial institutions may be required to
register as dealers pursuant to state law.

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

Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to 4.5% of the Public Offering Price of the Units (equivalent to 4.712% of the
aggregate value of Securities less the deferred sales charge). 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 of such Securities to a Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Notes to
Portfolios." 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. 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 after a date
of deposit, since all proceeds received from purchasers of Units (excluding
dealer concessions and agency commissions allowed, if any) will be retained by
the Sponsor. Broker-dealers or others (each "a distributor" ) who
distribute 500,000 - 999,999 Units during the initial offering period will
receive additional compensation from the Sponsor, after the close of the
initial offering period, of $0.005 for each Unit it distributes; or each
distributor who distributes 1,000,000 or more Units will receive additional
compensation of $0.01 for each Unit it distributes. The additional
compensation breakpoints are also applied on a dollar basis utilizing a
breakpoint equivalent of $10 per Unit and will be applied on whichever basis
is more favorable to the distributor. The breakpoints will be adjusted to take
into consideration purchase orders stated in dollars which cannot be
completely fulfilled due to the requirement that only whole Units be issued.

Broker-dealers of the Trusts, 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. Such payments are made by the Sponsor
out of its own assets, and not out of the assets of the Trusts. These programs
will not change the price Unitholders pay for their Units or the amount that
the Trusts 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 for the period indicated. In so maintaining a
market, the Sponsor will also realize profits or sustain losses in the amount
of any difference between the price at which Units are purchased and the price
at which Units are resold (which price includes the applicable sales charge).
In addition, the Sponsor will also realize profits or sustain losses resulting
from a redemption of such repurchased Units at a price above or below the
purchase price for such Units, respectively.

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

Tax-Sheltered Retirement Plans. Units 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 may be limited by the plans' provisions and does not itself establish
such plans.

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 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 a 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 a Trust. Proceeds
from the sale of Securities made to meet redemptions of Units shall be
segregated within the Capital Account of a Trust from proceeds from the sale
of Securities made to satisfy the fees, expenses and charges of the Trust.
With respect to the Great International Firms Trust, amounts to be credited to
such Accounts are first converted into U.S. dollars at the exchange rate for
the relevant currency on the offer side value during the initial offering
period and the bid side value during the secondary market.

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

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

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

Reinvestment Option. Unitholders may elect to have each distribution of
income, capital gains and/or capital on their Units automatically reinvested
in additional Units subject to the remaining deferred sales charge payments
due on Units, if any, 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 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 a Trust (see "
The Trusts" ), distributions may be reinvested in such additional Units. If
Units are unavailable in the secondary market, distributions which would
otherwise have been reinvested shall be paid in cash to the Unitholder on the
applicable Distribution Date.

Purchases of additional Units made pursuant to the reinvestment plan will be
made subject to any remaining deferred sales charge based on the net asset
value for Units of the appropriate Trust as of the Evaluation Time on the
related Distribution Dates. Under the reinvestment plan, the appropriate Trust
will pay the Unitholder's distributions to the Trustee which in turn will
purchase for such Unitholder full and fractional Units of such 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 Trusts. 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 each Trust shall be
audited, not less frequently than annually, by independent certified public
accountants, and the report of such accountants shall be furnished by the
Trustee to Unitholders upon request. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder a statement for
the appropriate Trust (i) as to the Income Account: income received,
deductions for applicable taxes and for fees and expenses of the Trust, for
redemptions of Units, if any, and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (ii) as to the
Capital Account: the dates of disposition of any Securities and the net
proceeds received therefrom, deductions for payment of applicable taxes, fees
and expenses of the Trust held for distribution to Unitholders of record as of
a date prior to the determination and the balance remaining after such
distributions and deductions expressed both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (iii) a list of the Securities held
and the number of Units outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts, separately
stated, expressed as total dollar amounts.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities 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 receive in cash an
amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units and converted into U.S.
dollars as of the Evaluation Time set forth under "Summary of Essential
Financial Information." The "date of tender" is deemed to be the
date of the next computation of the net asset value per Unit after Units are
received by the Trustee for redemption. With respect to the Great
International Firms Trust, no such computation will be made on any day on
which Securities representing greater than 33% of the aggregate value of such
Trust are not traded on the principal trading exchange for such Securities due
to a customary business holiday on such exchange. Accordingly, purchases or
redemptions of Units on such a day will be based on the next determination of
price of the Securities (and the price of such Units would be the next
computed Unit price). In addition, foreign securities exchanges are open for
trading on certain days which are U.S. holidays on which the Great
International Trust will not transact business. The Securities in the Great
International Firms Trust will continue to trade on those days and thus the
value of Units may be significantly affected on days when a Unitholder cannot
sell or redeem Units.

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

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

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

The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities, 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 a Trust determined on the basis of (i) the cash on hand in the
Trust, (ii) the value of the Securities in the Trust and (iii) dividends
receivable on the Equity Securities trading ex-dividend as of the date of
computation, less (a) amounts representing taxes or other governmental charges
payable out of the Trust and (b) the accrued sales charges or expenses of the
Trust. The Evaluator may determine the value of the Equity Securities in the
following manner: if the Equity Securities are listed on a national or foreign
securities exchange this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price
on that exchange, at the closing bid prices. If the Equity Securities are not
so listed or, if so listed and the principal market therefore is other than on
the exchange, the evaluation shall generally be based on the current bid price
on the over-the-counter market (unless these prices are inappropriate as a
basis for evaluation). If current bid prices are unavailable, the evaluation
is generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above. With respect to the
Great International Firms Trust, the value of the Equity Securities for
redemptions and secondary market transactions is based on the U.S. dollar
value of the Securities computed on the basis of the bid side value of the
exchange rate for the relevant currency as of the Evaluation Time.

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

The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
an emergency exists, as a result of which disposal or evaluation of the
Securities 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 portfolios of the Trusts are 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 Trusts, 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 related Trust. In
addition, the Sponsor will instruct the Trustee to dispose of certain
Securities and to take such further action as may be needed from time to time
to ensure that the Great International Firms Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code. Pursuant to the Trust Agreement, the Sponsor is not authorized to direct
the reinvestment of the proceeds of the sale of Securities in replacement
securities unless, with respect to the Great International Firms Trust only,
the sale is the direct result of serious adverse credit factors affecting the
issuer of the Security which, in the opinion of the Sponsor, would make the
retention of such Security detrimental to such Trust. If such factors exist,
the Sponsor is authorized, but is not obligated, to direct the reinvestment of
the proceeds of the sale of such Securities in any other securities which meet
the criteria necessary for inclusion in the Great International Firms Trust on
the Initial Date of Deposit (including other Securities already deposited in
the Great International Firms 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 a 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
Portfolios" for failed securities and as provided in this paragraph, the
acquisition by a Trust of any securities other than the Securities is
prohibited. Proceeds from the sale of Securities (or any securities or other
property received by a Trust in exchange for Equity Securities), unless held
for reinvestment as herein provided, are credited to the Capital Account for
distribution to Unitholders or to pay fees and expenses of a 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
Securities in a Trust. 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, 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 of the affected Trust then
outstanding, provided that no such amendment or waiver will reduce the
interest in a 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.

A 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." A 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 a 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 Trusts. 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 maintained by the Trustee. At least 30 days before the
Mandatory Termination Date the Trustee will provide written notice thereof to
all Unitholders and will include with such notice a form to enable Unitholders
owning 1,000 or more Units to request an In Kind Distribution of any
Securities which are traded in a United States securities market and cash
representing the pro rata portion of the foreign-traded Securities upon the
termination of a Trust. To be effective, this request must be returned to the
Trustee at least five business days prior to the Mandatory Termination Date.
On the Mandatory Termination Date (or on the next business day thereafter if a
holiday) the Trustee will deliver each requesting Unitholder's pro rata
portion of cash representing the foreign-traded Securities and his pro rata
number of whole shares of each of the U.S.-traded Securities to the account of
the broker-dealer or bank designated by the Unitholder at Depository Trust
Company. The value of the Unitholder's fractional shares of Securities will be
paid in cash. Unitholders with less than 1,000 Units and Unitholders with
1,000 or more Units not requesting In Kind Distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable
time following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee will deduct from the funds of the related 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 upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. The Trustee will then
distribute to each Unitholder his pro rata share of the balance of the Income
and Capital Accounts.

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

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

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

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

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

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

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

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

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

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

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

In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the number of Units 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 Trusts.

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 and Strawn has acted as counsel for the
Trustee.

Independent Certified Public Accountants. The statements of condition and the
related securities portfolios 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 82:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen American Capital Equity Opportunity Trust, Series 82
as of January 6, 1998. The statements of condition and portfolios 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 82 as of January 6, 1998, in conformity with
generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
January 6, 1998

<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 82
STATEMENT OF CONDITION
As of January 6, 1998
<CAPTION>
Great
International Brand Name
Firms Trust Equity Trust
---------------- ---------------
<S> <C> <C>
Investment in Securities:

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

- ----------
<FN>
<F1>The aggregate value of the Securities listed under "Portfolio" and
their cost to a 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 $______ and $______ for
the Great International Firms Trust and Brand Name Equity Trust, respectively,
which has been deposited with the Trustee.

<F2>Each Trust will bear all or a portion of its organizational costs, which will
be deferred and amortized over five years. Organizational costs have been
estimated based on a projected trust size of $______ and $______ for the Great
International Firms Trust and Brand Name Equity Trust, respectively. To the
extent a Trust is larger or smaller, the estimate will vary.

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

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

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

<TABLE>
GREAT INTERNATIONAL FIRMS TRUST, SERIES 4
(VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 82)
PORTFOLIO As of ______, 1998
<CAPTION>

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

*NOTE: The securities listed above are anticipated to be included in the
Trust. The actual Securities are subject to change at the Initial Date of
Deposit.

<TABLE>
BRAND NAME EQUITY TRUST, SERIES 5
(VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 82)
PORTFOLIO As of ______, 1998
<CAPTION>

Estimated
Annual Cost of
Number of Market Value Dividends Securities
Shares Name of Issuer<F1>* per Share<F2> per Share<F2> to Trust<F2>
- ------------- ------------------------------------- ------------- ------------------ -----------------
<S> <C> <C> <C> <C>
American Home Products Corporation $ $ $
Anheuser Busch Companies, Inc.
Avon Products, Inc.
Bristol-Myers Squibb Company
Campbell Soup Company
Clorox Company
Coca-Cola Company
Colgate-Palmolive Company
ConAgra, Inc.
CPC International, Inc.
Dial Corporation
Gillette Company
H.J. Heinz Company
Johnson & Johnson
Kellogg Company
Kimberly-Clark Corporation
Liz Claiborne, Inc.
Mattel, Inc.
McDonald's Corporation
Nabisco Holdings Corporation
Nestle, SA
Nike, Inc.
PepsiCo, Inc.
Procter & Gamble Company
Revlon, Inc.
Sara Lee Corporation
Schering-Plough Corporation
Unilever, NV
Walt Disney Company
Warner-Lambert Company
Wendy's International, Inc.
Wm. Wrigley Jr. Company
$
============ ================
</TABLE>

*NOTE: The securities listed above are anticipated to be included in the
Trust. The actual Securities are subject to change at the Initial Date of
Deposit.

NOTES TO PORTFOLIOS

- --------------------------------------------------------------------------
(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
_____, 1998 and have expected settlement dates ranging from _____, 1998 to
_____, 1998 (see "The Trusts" ).

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

<TABLE>
<CAPTION>
Profit Estimated
(Loss) to Annual
Cost to Sponsor Sponsor Dividends
--------------- --------- ---------
<S> <C> <C> <C>
Great International Firms Trust $ $ $
Brand Name Equity Trust $ $ $
</TABLE>

A security marked by "+" indicates an American Depositary Receipt or
New York Shares. "**" Indicates that the dividends shown reflect the
net amounts after giving effect to foreign withholding taxes.

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 Trusts. An affiliate of the
Sponsor may serve as a specialist in the stocks in the Trusts 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
Trusts. An affiliate of the Sponsor may trade for its own account as an
odd-lot dealer, market maker, block positioner and/or arbitrageur in any
stocks or options relating thereto. The Sponsor, its affiliates, directors,
elected officers and employee benefit programs may have either a long or short
position in any stock or option of the issuers.

No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund
or the Sponsor. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy securities in any state to any person to whom
it is not lawful to make such offer in such state.

TABLE OF CONTENTS

Title Page
<S> <C>
Summary of Essential Financial
Information............................. 3
Fee Table................................ 5
The Trusts............................... 6
Objectives and Securities Selection...... 6
Trust Portfolios......................... 8
Risk Factors............................. 11
Federal Taxation......................... 14
Trust Operating Expenses................. 16
Public Offering.......................... 17
Other Matters............................ 30
Report of Independent Certified Public
Accountants............................. 31
Statements of Condition.................. 32
Portfolios............................... 33
Notes to Portfolios...................... 34
</TABLE>

This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund has filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933 and the Investment Company Act of 1940, and to which reference is
hereby made.

PROSPECTUS

January 6, 1998

Van Kampen American Capital Equity Opportunity Trust, Series 82

Great International Firms Trust,Series 4
Brand Name Equity Trust, Series 5

A Wealth of Knowledge A Knowledge of Wealth

VAN KAMPEN AMERICAN CAPITAL

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this Prospectus for future reference.

Contents Of Registration Statement

This Registration Statement comprises the following papers and documents:

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

The following exhibits:

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

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

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

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

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

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

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
82 has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Chicago and
State of Illinois on the 19th day of December, 1997.

Van Kampen American Capital Equity
Opportunity Trust, Series 82
(Registrant)

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

Gina M. Costello
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 19, 1997 by the
following persons who constitute a majority of the Board of Directors of
Van Kampen American Capital Distributors, Inc.

Signature Title

Don G. Powell Chairman and Chief Executive )
Officer )

William R. Molinari President and Chief Operating )
Officer )

Ronald A. Nyberg Executive Vice President and )
General Counsel )

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

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

*An executed copy of each of the related powers of attorney was
filed with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Van Kampen American Capital Equity
Opportunity Trust, Series 64 (File No. 333-33087) and the same are hereby
incorporated herein by this reference.