VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 82, 487, 1998-01-06

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 82
487, 1998-01-06

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File No. 333-42719
CIK #1025228

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

Amendment No. 1
to
Form S-6

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

A. Exact Name of Trust: Van Kampen American Capital Equity
Opportunity Trust, Series 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 fractional undivided
beneficial interest.

F. Approximate date of proposed sale to the public:

As Soon As Practicable After the Effective Date of the
Registration Statement

/ X / Check box if it is proposed that this filing will become effective
at 2:00 p.m. on January 6, 1998 pursuant to Rule 487.

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 ) *
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

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

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 ) *
underwriter, trustee or any ) Trust Portfolios
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 ) Cover Page
securities ) Trust Operating Expenses

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

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

(d) Trustamental policy not ) *
otherwise covered )

53. Tax Status of trust ) Federal Taxation

VII. Financial and Statistical Information

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

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

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

______________________________________________
* Inapplicable, omitted, answer negative or not required

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 ($0.35 per Unit). The monthly deferred sales charge ($0.0583 per
Unit) will begin accruing on a daily basis on July 6, 1998 and will continue
to accrue through January 5, 1999. The monthly deferred sales charge will be
charged to the Trusts, in arrears, commencing August 6, 1998 and will be
charged on the 6th day of each month thereafter through January 6, 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 June 25, 1998 to Unitholders of the Great
International Firms Trust and on March 25, 1998 to Unitholders of the Brand
Name Equity Trust. 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 Firms Equity
General Information Trust Trust
---------------------------- -----------
<S> <C> <C>
Number of Units <F1>....................................................... 14,926 14,956
Fractional Undivided Interest in the Trust per Unit <F1>................... 1/14,926 1/14,956
Public Offering Price: ....................................................
Aggregate Value of Securities in Portfolio <F2>.......................... $ 147,761 $ 148,056
Aggregate Value of Securities per Unit .................................. $ 9.90 $ 9.90
Maximum Sales Charge <F3>................................................ $ .45 $ .45
Less Deferred Sales Charge per Unit...................................... $ .35 $ .35
Public Offering Price Per Unit <F3><F4><F5>.............................. $ 10.00 $ 10.00
Redemption Price per Unit <F6>.............................................$ 9.53 $ 9.55
Secondary Market Repurchase Price per Unit <F6>............................$ 9.55 $ 9.55
Excess of Public Offering Price per Unit over Redemption Price per Unit....$ .47 $ .45
Estimated Annual Organizational Expenses per Unit <F7>.....................$ .00279 $ .00211
Estimated Initial Distribution per Unit....................................$ .10 $ .02
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Calculation of Estimated Net Annual Dividends per Unit <F8>: ...
Estimated Gross Annual Dividends per Unit...................... $ .13948 .13665
Less: Estimated Annual Expense per Unit........................ $ .01750 --
Estimated Net Annual Dividends per Unit........................ $ .12198 .13665
</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............ January 6, 2003
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 $0.35 per Unit. Subsequent to the Initial Date of Deposit, the
amount of the initial sales charge will vary with changes in the aggregate
value of the Securities. In addition to the initial sales charge, Unitholders
will pay a deferred sales charge of $0.0583 per Unit per month which will
begin accruing on a daily basis on July 6, 1998 and will continue to accrue
through January 5, 1999. The monthly deferred sales charge will be charged to
the Trust, in arrears, commencing August 6, 1998 and will be charged on the
6th day of each month thereafter through January 6, 1999. Units purchased
subsequent to the initial deferred sales charge payment will be subject only
to the portion of the deferred sales charge payments not yet collected. 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 January 6, 1999, the secondary market sales charge will not include
deferred payments but will instead include only a one-time initial sales
charge of 4.0% of the Public Offering Price and will decrease by .5 of 1% on
each subsequent January 6, 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 per Unit. Because expenses of the Brand Name Equity Trust are paid
from the Capital Account, expenses are not subtracted in calculating Estimated
Net Annual Dividends per Unit.

<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>.................................... 1.00% $ 10.00
Deferred Sales Charge <F2>....................................................... 3.50% 35.00
---------- -----------------------
Maximum Sales Charge............................................................. 4.50% $ 45.00
========== =======================
Maximum Sales Charge Imposed on Reinvested Dividends <F3>........................ 3.50% $ 35.00
========== =======================
Estimated Annual Trust Operating Expenses (as a percentage of aggregate value)
Trustee's Fee ................................................................... 0.081% $ 0.80
Portfolio Supervision and Evaluation Fees ....................................... 0.051% 0.50
Organizational Costs............................................................. 0.028% 0.28
Other Operating Expenses ........................................................ 0.045% 0.45
---------- -----------------------
Total ........................................................................... 0.205% $ 2.03
========== =======================
</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 $ 47 $ 51 $ 55 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>.................................... 1.00% $ 10.00
Deferred Sales Charge <F2>....................................................... 3.50% 35.00
---------- -----------------------
Maximum Sales Charge............................................................. 4.50% $ 45.00
========== =======================
Maximum Sales Charge Imposed on Reinvested Dividends <F3>........................ 3.50% $ 35.00
========== =======================
Estimated Annual Trust Operating Expenses (as a percentage of aggregate value)
Trustee's Fee ................................................................... 0.081% $ 0.80
Portfolio Supervision and Evaluation Fees ....................................... 0.051% 0.50
Organizational Costs............................................................. 0.021% 0.21
Other Operating Expenses ........................................................ 0.037% 0.37
---------- -----------------------
Total ........................................................................... 0.190% $ 1.88
========== =======================
</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 ($0.35 per Unit) and would exceed 1.00% if the Public Offering Price
exceeds $10 per Unit.

<F2>The actual fee is $0.0583 per Unit per month, irrespective of purchase or
redemption price, deducted over six months. If a holder sells or redeems Units
before all of these deductions have been made, the balance of the deferred
sales charge payments remaining will be deducted from the sales or redemption
proceeds. If Unit price exceeds $10 per Unit, the deferred portion of the
sales charge will be less than 3.5%; if Unit price is less than $10 per Unit,
the deferred portion of the sales charge will exceed 3.5%. Units purchased
subsequent to the initial deferred sales charge payment will be subject to
only that portion of the deferred sales charge payments not yet collected.

<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

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

- --------------------------------------------------------------------------
Great International Firms Trust. The Great International Firms Trust consists
of 30 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.

Akzo Nobel, N.V. Akzo Nobel, N.V. is a worldwide operating company with
activities in more than 60 countries. Products include chemicals, man-made
fibres, paints, enamels and salts, ethical drugs, veterinary products,
hospital supplies and diagnostics. Geographically, Akzo Nobel's activities are
largely concentrated in Europe and the United States.

AXA-UAP. AXA-UAP is a French insurance group providing both insurance (life
and non-life) financial services and real estate services in Europe, Asia and
North America. The company's insurance activities in the United States are
conducted through The Equitable.

Bank of Tokyo-Mitsubishi, Ltd. Bank of Tokyo-Mitsubishi, Ltd. provides a broad
range of financial services to businesses, governments and private
individuals. The company, through its global subsidiaries, offers commercial,
investment and trust banking products and services. The company was formed
through the merger of the Bank of Tokyo and the Mitsubishi Bank on April 1,
1996.

Bass Plc. Bass Plc produces and distributes beer and soft drinks. The company
also owns, manages, leases and franchises public houses ("pubs" ),
hotels and restaurants, operates bingo clubs, betting shops, bowling centers,
entertainment centers and other leisure retailing outlets and manufactures,
supplies and operates amusement and gaming machines.

Bayer, AG. Bayer, AG produces and markets polymers, organic, health care,
agrochemicals and imaging technology products and equipment. The company's
products are used by the automotive, electrical engineering/electronics,
medical, construction, consumer goods, paper, water treatment, agricultural,
shipping, imaging and other industries. Bayer operates in over 150 countries
worldwide.

British Airways Plc. British Airways Plc provides scheduled passenger and
cargo airline services reaching approximately 174 destinations in 83
countries. British Airways maintains strategic alliances with several
worldwide airlines and has interests in Quantas, TAT European Airlines, USAir
Group Inc. and also owns a percentage of Deutsche BA.

British Petroleum Company Plc. British Petroleum Company Plc explores for,
produces, refines and retails petroleum products and manufactures chemicals.
The company produces and retails petroleum products throughout the world and
owns and operates approximately 18,000 gasoline stations. The key products of
British Petroleum's chemicals business are acetic acid, acrylonitrile and
polyethylene.

Daimler-Benz, AG. Daimler-Benz, AG designs, manufactures and markets luxury
automobiles, trucks and other vehicles worldwide. The company provides
electronics and telecommunications services. Daimler-Benz also provides
aerospace and defense services, as well as financial services.

Deutsche Bank, AG. Deutsche Bank, AG is a German banking institution providing
financial and related services. The bank is the parent company of a group of
banks, capital market and fund management companies, and mortgage banks and
property finance companies. The Deutsche Bank group also includes installment
financing and leasing companies, insurance companies and research and
consultancy companies.

Deutsche Lufthansa, AG. Deutsche Lufthansa, AG operates international airline
services and various related services. The company has several subsidiaries
and affiliates worldwide.

Electrolux, AB. Electrolux, AB manufactures appliances and outdoor products.
The company produces household and commercial appliances, such as
refrigerators, ovens, washing machines, vacuum cleaners and other floor care
machines. Electrolux also makes chainsaws, lawnmowers and weedeaters. Some of
the brandnames used are "Frigidaire," "Husqvarna" and "
Poulan/Weed Eater" . The company operates worldwide.

Honda Motor Company, Ltd. Honda Motor Company, Ltd. develops, manufactures,
distributes and finances motorcycles, automobiles and power products. The
company's manufacturing operations are principally conducted in 19 separate
factories, six of which are located in Japan. Major overseas manufacturing
facilities are located in the United States, Canada, the United Kingdom,
France, Italy, Spain, Brazil, Mexico, New Zealand and Thailand.

Imperial Chemical Industries Plc. Imperial Chemical Industries Plc is an
international chemical company. The company produces paints, acrylics,
polyurethanes, films, chemicals and polymers, tioxide and explosives.

Komatsu, Ltd. Komatsu, Ltd. manufactures and sells construction machinery. The
company's products include construction machinery, industrial machinery and
others. Komatsu has production plants in Brazil, Indonesia, the United States,
the United Kingdom, and others, and also has a joint venture with US Dresser
Industries.

Koninklijke Ahold, N.V. Koninklijke Ahold, N.V. is an international retailing
organization focusing on distributing and selling food products. The company
operates its supermarket Alber Heijn in the Netherlands, while in the United
States its supermarket chains are: Foodtown, Finast, Tops, BI-LO, Giant, and
Edwards. Ahold also operates Specialty Stores, Institutional Food Supply, Food
Production, and Wholesaling Divisions.

LM Ericsson, AB. LM Ericsson, AB is a telecommunications company which
produces and installs public telecommunications, business telecommunications,
cable and network systems, defense systems, radio communications and
components. The company markets its equipment in over 130 countries.

L'Oreal, SA. L'Oreal, SA manufactures, markets and sells health and beauty
aids. The company's products are sold internationally and include cosmetics,
hair products, moisturizers, perfumes and pharmaceuticals. L'Oreal also holds
interests in magazine publishing, film production and distribution, and art
galleries.

Nestle, SA. Nestle, SA is a holding company. The company has subsidiaries that
produce and sell drinks, cereals, powdered milk, culinary products, frozen
food, chocolate, ready-to-eat dishes, refrigerated products, food service
products, pet food, pharmaceuticals and cosmetics. Nestle has 494 production
facilities in approximately 71 countries.

News Corporation, Ltd. News Corporation, Ltd. is an international media
company. The company's operations include the production and distribution of
motion pictures and television programming, television and satellite
broadcasting, the publication of newspapers, magazines, books and promotional
inserts. In addition, News Corporation provides computer on-line services.

Nokia Oyj. Nokia Oyj is an international telecommunications company. The
company develops and manufactures mobile phones, networks and systems for
cellular and fixed networks. Nokia also develops and supplies access networks,
multimedia equipment and other telecom related products. The company operates
in 45 countries and sells its products worldwide.

Novartis, AG. Novartis, AG was created by the merger of Sandoz and Ciba-Geigy,
the Swiss pharmaceutical companies. Novartis manufactures healthcare products
for use in a broad range of medical fields, as well as nutritional and
agricultural products. Novartis markets its products worldwide.

Polygram, N.V. Polygram, N.V. produces recorded music under the labels A&M,
Decca, Island, London, Mercury, Deutsche Grammophon, Philips Classics, Motown,
Polydor and Verve. The company markets and distributes its music on compact
discs, albums, video tapes, music cassettes and video discs through
subsidiaries and licensees worldwide. Polygram is also a producer of film,
television and video programming.

Reuters Holdings Plc. Reuters Holdings Plc is an international news and
information organization. The company provides economic and financial
information to the business community and supplies news services to the media.

Royal Dutch Petroleum Company. Royal Dutch Petroleum Company owns 60% of the
Royal Dutch/Shell Group of companies. These companies are involved in all
phases of the petroleum industry from exploration to final processing and
delivery. Royal Dutch Petroleum Company has no operations of its own, and
virtually the whole of its income is derived from its 60% interest.

SAP, AG. SAP, AG (Systeme, Anwendungen, Produkte in der Datenverarbeitung) is
a multi-national software company with its headquarters in Waldorf, Germany.
The company develops software, consults on organizational usage of its
application software and trains users. SAP provides products and services
through subsidiaries, distributors and other business partners worldwide.

SGS-Thomson Microelectronics, N.V. SGS-Thomson Microelectronics, N.V. designs,
develops, manufactures and markets semiconductor integrated circuits and
discrete devices used in telecommunication and computer systems, consumer
products, automotive products and industrial automation systems.

SmithKline Beecham Plc. SmithKline Beecham Plc discovers, develops,
manufactures and markets pharmaceuticals, vaccines, over-the-counter medicines
and health-related consumer products. The company also provides healthcare
services, including clinical laboratory testing, disease management and
pharmaceutical benefit management. SmithKline Beecham's products are sold
worldwide.

Sony Corporation. Sony Corporation develops and manufactures consumer and
industrial electronic equipment. The company's products include audio and
video equipment, televisions, displays, semiconductors, electronic components,
computers and computer peripherals and telecommunication equipment. Sony is
also active in the worldwide music and image-based software markets.

Toshiba Corporation. Toshiba Corporation manufactures electric machinery. The
company specializes in datacommunications systems, electronic devices, heavy
electric machinery and consumer electronics. Toshiba is also active in the
business of semiconductors, computers and communications field.

Unilever, N.V. Unilever, N.V. manufactures branded and packaged consumer goods
including food, detergents and personal care products. The company shares
operations with Unilever Plc. The two companies are linked by a series of
agreements and operate as a single entity as much as possible. Unilever sells
its products internationally.

Brand Name Equity Trust. The Brand Name Equity Trust consists of 32 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.

American Home Products Corporation. American Home Products Corporation is a
research-based pharmaceutical and health care products company. The company
discovers, develops, manufactures and markets prescription drugs and
over-the-counter medications. American Home Products is also involved with
vaccines, biotechnology, agricultural products, animal health care and medical
devices.

Anheuser-Busch Companies, Inc. Anheuser-Busch Companies, Inc. is a diversified
corporation whose subsidiaries include a brewery organization, a theme park
operator and an aluminum beverage container manufacturer/recycler. The company
also has interests in malt production, rice milling, real estate development,
turf farming, creative services, metallized and paper label printing, railcar
repair and transportation services.

Avon Products, Inc. Avon Products, Inc. is a worldwide manufacturer and
direct-seller of beauty products, fashion jewelry and prestige fragrances. The
company markets its products to consumers in 131 countries through
approximately 2.3 million independent representatives. Avon also offers gift
and decorative products such as ceramics, glassware, collectibles and
ornaments.

BestFoods Company. BestFoods Company is an international packaged food
company. The company produces a variety of food products, including "
Hellmann's" and "Best Foods" mayonnaise and dressings; "
Skippy" peanut butter; "Mazola" corn oil; "Knorr" soups,
sauces and bouillon; and "Entenmann's," "Thomas' English
Muffins," "Arnold," "Brownberry," and "Bran'nola"
breads.

Bristol-Myers Squibb Company. Bristol-Myers Squibb Company researches,
develops, manufactures and markets prescription and non-prescription drugs,
medical devices, health and skin care products, toiletries and beauty aids.
The company's line of drugs include cardiovascular drugs and antibiotics,
central nervous system drugs, chemotherapeutic agents, diagnostic agents and
others.

Campbell Soup Company. Campbell Soup Company, with its subsidiaries,
manufacturers and markets branded convenience food products. The company's
three core divisions include soups and sauces, biscuits and confectionery and
food service. Campbell's brand names include "Prego," "
Swanson," "Pace," "Campbells," "V8" and many other
names. The company distributes its products worldwide.

Clorox Company. Clorox Company manufacturers and markets non-durable household
consumer products. The company's products are sold primarily through grocery
and other retail stores in the United States and internationally. The
company's products include "Formula 409," "Clorox," and "
Pine-Sol" cleaning agents; "Black Flag" and "Combat"
insect control products; and "Armor All" and "Rain Dance"
automobile products.

Coca-Cola Company. Coca-Cola Company manufactures, markets and distributes
soft drinks, soft-drink syrups and concentrates worldwide, including "
Coca-Cola," "Diet Coke," "Tab," "Sprite," "
Diet Sprite," "Fanta," "Fresca," "Cherry Coke,"
"Diet Cherry Coke," "PowerAde," "Fruitopia" and "
Minute Maid" sodas. Other products include juices, juice-drinks and mixes
like "Minute Maid," "Hi-C" and "Bacardi" brands.

Colgate-Palmolive Company. Colgate-Palmolive Company is a global consumer
products company whose core products consist of oral care, personal care,
household care, fabric care and animal nutrition. The company sells its
products in 212 countries and territories under a variety of brand names
including "Colgate," "Palmolive," "Mennen," "
Kolynos," "Ajax," "Soupline," "Suavitel," "
Fab," and "Hill's Science Diet."

ConAgra, Inc. ConAgra, Inc. produces food inputs and ingredients, refrigerated
foods and grocery diversified products. The company produces a variety of
products from basic agricultural inputs to the production and sale of branded
consumer items.

Dial Corporation. Dial Corporation manufactures and markets personal care,
household and laundry products and shelf-stable food. The company's brands
include "Dial" soap, "Purex" detergents, "Renuzit" air
fresheners and "Armour Star" canned meats.

Gillette Company. Gillette Company manufactures grooming products, writing
instruments and stationary, toothbrushes and oral care products and alkaline
batteries. The company's products include blades and razors, shaving
preparations, electric shavers, hair epilation devices and other products.
Gillette sells its goods around the world.

Heinz (H.J.) Company. Heinz (H.J.) Company manufactures and markets food
products. The company produces ketchup, sauces, vinegar, pickles, canned tuna,
pet food, baby food, meat products, corn syrup and other items. Heinz's
subsidiary, Weight Watchers International, operates and franchises weight
control centers and licenses diet foods to other manufacturers. The company
sells its products internationally.

Johnson & Johnson. Johnson & Johnson manufactures and sells a broad range of
products in health care and other fields. The company's business is divided
into the consumer, professional, and pharmaceutical segments. Products include
contraceptives, therapeutics, veterinary products, dental products, surgical
instruments, dressings, apparel and nonprescription drugs.

Kellogg Company. Kellogg Company manufactures cereal products and convenience
foods. The company produces "Rice Krispies," "Special K," "
Frosted Flakes," "Froot Loops," and other cereals. Other
subsidiaries offer dessert mixes, soup bases, gelatin desserts and yogurt
products. Kellogg sells its products in the United States and other countries.

Kimberly-Clark Corporation. Kimberly-Clark Corporation manufactures disposable
hygiene products and specialty papers. The company's global brands include
"Huggies," "Pull-Ups," "Kotex," "Depend," "
Kleenex," "Scott," "Kimwipes" and "Wypall" . Other
brands outside the United States include "Andrex," "Scottex,"
"Page," "Popee," and "Kimbies." Kimberly-Clark also
produces professional health care products.

Liz Claiborne, Inc. Liz Claiborne, Inc. designs and markets an extensive range
of apparel and accessories. The company focuses on women's designs for work
and leisure-time needs, as well as men's tailored clothing. Liz Claiborne also
markets home furnishings, optics and watches. Products are manufactured to the
company's specifications and sold to department and specialty stores in the
United States and abroad.

Mattel, Inc. Mattel, Inc. designs, manufactures and markets children's toys.
The company's core product line includes "Barbie," "
Fisher-Price," "Disney," and "Hot Wheels" toys and
accessories. Mattel, Inc. markets its products in more than 155 countries
throughout the world.

McDonald's Corporation. McDonald's Corporation develops, operates, franchises
and services a worldwide system of restaurants. These restaurants prepare,
assemble, package and sell a limited menu of quickly-prepared,
moderately-priced foods. There are over 21,000 restaurants in the United
States and 102 countries worldwide. Food items include hamburgers, chicken,
salads, breakfast foods and beverages.

Nabisco Holdings Corporation. Nabisco Holdings Corporation manufactures and
sells a variety of packaged foods. Products include candy, cookies, oatmeal,
condiments, and dog treats. The company sells its line under a number of brand
names including "Ritz," "Bubble Yum," "Stella D'Oro,"
"Blue Bonnet" and "Snackwell's." Nabisco operates worldwide.

Nike, Inc. Nike, Inc. designs, develops, and markets a wide variety of
high-quality footwear, apparel and accessory products. The company sells its
products to approximately 19,700 retail accounts in the United States and
through a mix of independent distributors, licensees and subsidiaries in
approximately 110 countries around the world.

PepsiCo, Inc. PepsiCo, Inc. operates on a worldwide basis in the soft drink,
snack food and restaurant business segments. Some of the company's products
include "Pepsi-Cola," "Slice" and "Mountain Dew" soft
drinks and "Frito-Lay," "Cracker Jack" and "Doritos"
snack foods.

Procter & Gamble Company. Procter & Gamble Company manufactures and markets
consumer products throughout the world. The company operates through five
business segments: laundry and cleaning, paper, beauty care, food and
beverages and health care. Brand names include "Tide," "Dawn,"
"Bounty," "Charmin," "Pampers," "Vidal
Sassoon," "Cover Girl," "Folgers," "Jif," "
Scope," "Vicks" and others.

Revlon, Inc. Revlon, Inc. manufactures and sells a variety of beauty products
throughout the world. The company's principal brands include "Revlon,"
"Almay," "Ultima II" and several other regional brands. Revlon
brands are sold in approximately 175 countries and territories.

Sara Lee Corporation. Sara Lee Corporation is a worldwide manufacturer and
marketer of consumer products including packaged meats, bakery items, coffee,
personal products and household and personal care items. The company's brand
names include "Sara Lee" food items, "Jimmy Dean" packaged
meats, "Coach" leatherware, "Hanes" clothing and hosiery, "
L'eggs" hosiery, "Champion" activewear and other brand names.

Schering-Plough Corporation. Schering-Plough Corporation discovers, develops,
manufactures and markets pharmaceuticals and health care worldwide. The
company's products include prescription drugs, animal health,
over-the-counter, foot care and sun care products.

Unilever, N.V. Unilever, N.V. manufactures branded and packaged consumer
goods, including food, detergents and personal care products. The company
shares operations with Unilever Plc. The two companies are linked by a series
of agreements and operate as a single entity as much as possible. Unilever
sells its products internationally.

Walt Disney Company. Walt Disney Company is a diversified international
entertainment company. The company, through its subsidiaries, owns and
operates theme parks and resorts, film studios, consumer products, television
networks, radio networks, cable networks, newspaper and magazines. Disney
owns, among others, ABC Television, ABC Radio, The Disney Channel, Disney Land
and Disney-MGM Studios.

Warner-Lambert Company. Warner-Lambert Company discovers, develops,
manufactures and markets pharmaceutical, consumer health care and
confectionery products. The company's products include "Listerine"
mouthwash, "Trident" gum, "Schick" razors, "Tetra"
fish food, "Sudafed" decongestant, "Halls" cough drops, "
Dilantin" epilepsy drug, "Centrax" tranquilizer, "
Neosporin" topical antibiotic and other products.

Wendy's International, Inc. Wendy's International, Inc. operates, develops,
and franchises a system of fast food restaurants. The company's restaurants
offer hamburgers, salads, and chicken sandwiches. Wendy's operates or
franchises over 5,133 "Wendy's" and "Tim Horton's" restaurants
in the United States and 33 countries and territories.

Wrigley (Wm.) Jr. Company. Wrigley (Wm.) Jr. Company manufactures chewing gum.
The company produces and sells its gum under the brand names "Wrigley's
Spearmint," "Doublemint," "Juicy Fruit" and "Big
Red." Other brand names include "Freedent," "Orbit," "
Hubba Bubba" and "Extra." Wrigley sells its products in the United
States, Europe, Australia, Canada, the Philippines, Taiwan and other countries.

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. The Taxpayer Relief Act of 1997 (the "1997 Act" ) provides
that for taxpayers other than corporations, net capital gain (which is defined
as net long-term capital gains over net short-term capital loss for the
taxable year) is subject to a maximum marginal stated tax rate of either 28%
or 20%, depending upon the holding periods of the capital assets. Capital gain
or loss is long-term if the holding period for the asset is more than one
year, and is short-term if the holding period for the asset is one year or
less. The date on which a Unit is acquired (i.e., the "trade date" ) is
excluded for purposes for determining the holding period of the Unit.
Generally, capital gains realized from assets held for more than one year but
not more than 18 months are taxed at a maximum marginal stated tax rate of 28%
and capital gains realized from assets (with certain exclusions) held for more
than 18 months are taxed at a maximum marginal stated tax rate of 20% (10% in
the case of certain taxpayers in the lowest tax bracket). Further, capital
gains realized from assets held for one year or less are taxed at the same
rates as ordinary income. Legislation is currently pending that provides the
appropriate methodology that should be applied in netting the realized capital
gains and losses. Such legislation is proposed to be effective retroactively
for tax years ending after May 6, 1997. Note, however, that the 1997 Act
provides that the application of the rules described above in the case of
pass-through entities such as the Trust will be prescribed in future Treasury
Regulations. The Internal Revenue Service has released preliminary guidance
which provides that, in general, pass-through entities such as the Trust may
designate their capital gains dividends as either a 20% rate gain distribution
or a 28% rate gain distribution, depending on the nature of the gain received
by the pass-through entity. Unitholders should consult their own tax advisors
as to the tax rate applicable to capital gain dividends. 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 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. The 1997 Act imposes a
required holding period for such credits. Unitholders should consult their tax
advisers regarding this election and its consequences to them.

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

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

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

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

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

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

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

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.
For purposes of the following discussion and opinion, it is assumed that each
Equity Security is equity for federal income tax purposes.

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

1. The Trust is not an association taxable as a corporation for federal income
tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of
the Trust will be treated as income of the Unitholders thereof under the Code.
Each Unitholder will be considered to have received his pro rata share of
income derived from 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, the holding period for such capital gain will be determined by the
period of time a Unitholder has held his Units.

4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Equity Securities held by the Trust will generally
be considered a capital gain except in the case of a dealer or a financial
institution. A 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). 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. The Taxpayer Relief Act of 1997
(the "1997 Act" ) provides that for taxpayers other than corporations,
net capital gain (which is defined as net long-term capital gain over net
short-term capital loss for the taxable year) is subject to a maximum marginal
stated tax rate of either 28% or 20%, depending upon the holding periods of
the capital assets. Capital gain or loss is long-term if the holding period
for the asset is more than one year, and is short-term if the holding period
for the asset is one year or less. The date on which a Unit is acquired (i.e.,
the "trade date" ) is excluded for purposes for determining the holding
period of the Unit. Generally, capital gains realized from assets held for
more than one year but not more than 18 months are taxed at a maximum marginal
stated tax rate of 28% and capital gains realized from assets (with certain
exclusions) held for more than 18 months are taxed at a maximum marginal
stated tax rate of 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Further, capital gains realized from assets held for one year or
less are taxed at the same rates as ordinary income. Legislation is currently
pending that provides the appropriate methodology that should be applied in
netting the realized capital gains and losses. Such legislation is proposed to
be effective retroactively for tax years ending after May 6, 1997.

If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust including his pro rata
portion of all Equity Securities represented by a Unit.

The 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 of loss) and for purposes of determining the holding period.
Unitholders should consult their own tax advisers with regard to any such
constructive sales rules.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of
Unitholders--Redemption of Units" , under certain circumstances a
Unitholder tendering Units for redemption may request an In Kind Distribution.
A Unitholder may also under certain circumstances request an In Kind
Distribution upon the termination of the Trust. See "Rights of
Unitholders--Redemption of Units." As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's 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 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. The 1997 Act imposes a required holding period for
such credits. Investors should consult their tax advisers with respect to
foreign withholding taxes and foreign tax credits.

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

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

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

TRUST OPERATING EXPENSES

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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 ($0.35 per Unit). The monthly deferred sales
charge ($0.0583 per Unit) will begin accruing on a daily basis on July 6, 1998
and will continue to accrue through January 5, 1999. The monthly deferred
sales charge will be charged to each Trust, in arrears, commencing August 6,
1998 and will be charged on the 6th day of each month thereafter through
January 6, 1999. 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 ($0.35 per Unit)
and dividing the sum so obtained by the number of Units outstanding. The
Public Offering Price shall also include the proportionate share of any cash
held in the 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 ($0.35 per Unit) and will
be assessed a deferred sales charge of $0.0583 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 July 6, 2002. Commencing on January 6, 1999, the
secondary market sales charge will not include deferred payments but will
instead include only a one-time initial sales charge of 4.0% of the Public
Offering Price and will be reduced by .5 of 1% on each subsequent January 6,
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. For transactions involving unitholders of other Van Kampen American
Capital unit investment trusts who utilize redemption or termination proceeds
of such trusts to purchase Units of the Trusts, the total concession or agency
commission will amount to 2.25% per Unit. 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; each
distributor who distributes 1,000,000 - 1,999,999 Units will receive
additional compensation of $0.01 for each Unit it distributes; each
distributor who distributes 2,000,000 - 2,999,999 Units will receive
additional compensation of $0.015 for each Unit it distributes; and each
distributor who distributes 3,000,000 Units or more will receive additional
compensation of $0.02 for each Unit it distributes. The additional
compensation breakpoints are also applied on a dollar basis utilizing a
breakpoint equivalent of $10 per Unit and will be applied on whichever basis
is more favorable to the distributor. The breakpoints will be adjusted to take
into consideration purchase orders stated in dollars which cannot be
completely fulfilled due to the 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 July 6, 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

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Certificates. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units 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 of a Trust will initially have each
distribution of dividend income, capital gains and/or principal on their Units
automatically reinvested in additional Units of such Trust under the "
Automatic Reinvestment Option" (to the extent Units may be lawfully
offered for sale in the state in which the Unitholder resides). Brokers and
dealers who distribute Units to Unitholders pursuant to the Automatic
Reinvestment Option may do so through two options. Brokers and dealers can use
the Dividend Reinvestment Service through Depository Trust Company or purchase
the available Automatic Reinvestment Option CUSIP. If a broker or dealer
decides to continue to utilize the Dividend Reinvestment Service through the
Depository Trust Company, the broker or dealer must have access to a PTS
terminal equipped with the Elective Dividend System function (EDS) prior to
the first Record Date set forth under "Summary of Essential Financial
Information" . The second option available is to purchase the appropriate
CUSIP for automatic reinvestment. Unitholders receiving Units of a Trust
pursuant to participation in the Automatic Reinvestment Option will be subject
to the remaining deferred sales charge payments due on Units (assuming for
these purposes such Units had been outstanding during the primary offering
period). Unitholders may also elect to receive distributions of dividend
income, capital gains and/or principal on their Units in cash. To receive
cash, a Unitholder or his or her broker or agent must file with the Trustee a
written notice of election, together with any certificate representing Units
and other documentation that the Trustee may then require, at least five days
prior to the Record Date for which the first distribution is to apply. A
Unitholder's election to receive cash will apply to all Units of a Trust owned
by such Unitholder and such election will remain in effect until changed by
the Unitholder.

Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market" ) or,
until such time as additional Units cease to be issued by 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

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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 and Seattle. As of November 30, 1996, the total
stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$129,451,000 (unaudited). (This paragraph relates only to the Sponsor and not
to the Trust or to any other Series thereof. The information is included
herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed financial information will be made available by the
Sponsor upon request.)

As of September 30, 1997, the Sponsor and its Van Kampen American Capital
affiliates managed or supervised approximately $65.3 billion of investment
products, of which over $10.85 billion is invested in municipal securities.
The Sponsor and its Van Kampen American Capital affiliates managed $54 billion
of assets, consisting of $34.3 billion for 55 open-end mutual funds (of which
45 are distributed by Van Kampen American Capital Distributors, Inc.) $14.2
billion for 37 closed-end funds and $5.5 billion for 106 institutional
accounts. The Sponsor has also deposited approximately $26 billion of unit
investment trusts. All of Van Kampen American Capital's open-end funds,
closed-ended funds and unit investment trusts are professionally distributed
by leading financial firms nationwide. Based on cumulative assets deposited,
the Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R)trust. The Sponsor also provides
surveillance and evaluation services at cost for approximately $13 billion of
unit investment trust assets outstanding. Since 1976, the Sponsor has serviced
over two million investor accounts, opened through retail distribution firms.

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its
affairs are taken over by public authorities, then the Trustee may (i) appoint
a successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the 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>.......... $ 147,761 $ 148,056
Organizational costs <F2>...................... 41,803 73,784
----------------- ----------------
$ 189,564 $ 221,840
================= ================
Liabilities and Interest of Unitholders:
Liabilities--
Accrued organizational costs <F2>.............. $ 41,803 $ 73,784
Deferred sales charge liability <F3>........... 5,224 5,235
Interest of Unitholders--
Cost to investors <F4>......................... $ 149,260 $ 149,560
Less: Gross underwriting commission <F4><F5>... 6,723 6,739
----------------- ----------------
Net interest to Unitholders <F4>............... 142,537 142,821
----------------- ----------------
Total.......................................... $ 189,564 $ 221,840
================= ================

- ----------
<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 $147,761 and $148,056 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 $30,000,000 and $70,000,000 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 January 6, 1998
<CAPTION>
Estimated
Annual Cost of
Number of Market Value Dividends per Securities
Shares Name of Issuer<F1> per Share<F2> Share<F2> to Trust<F2>
- --------------- ------------------------------------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C>
28 Akzo Nobel, N.V...................... $ 172.501 $ 3.51 $ 4,830.03
63 AXA - UAP............................ 76.926 1.57 4,846.31
364 Bank of Tokyo - Mitsubishi, Ltd...... 13.488 0.05 4,909.70
318 Bass Plc............................. 15.493 0.48 4,926.88
127 Bayer, AG............................ 39.598 1.20 5,028.92
533 British Airways Plc.................. 9.568 0.27 5,099.85
372 British Petroleum Company Plc........ 13.130 0.37 4,884.28
68 Daimler-Benz, AG..................... 73.421 0.77 4,992.60
70 Deutsche Bank, AG.................... 69.695 1.27 4,878.64
262 Deutsche Lufthansa, AG............... 18.793 0.35 4,923.89
72 Electrolux, AB....................... 72.626 1.19 5,229.05
137 Honda Motor Company, Ltd............. 35.594 0.11 4,876.36
318 Imperial Chemical Industries Plc..... 15.893 0.54 5,053.87
1,000 Komatsu, Ltd......................... 4.616 0.05 4,615.96
186 Koninklijke Ahold, N.V............... 26.206 0.18 4,874.27
130 LM Ericsson, AB...................... 39.230 0.26 5,099.94
12 L'Oreal, SA.......................... 383.400 2.92 4,600.80
3 Nestle, SA........................... 1,513.700 17.21 4,541.10
896 News Corporation, Ltd................ 5.583 0.02 5,002.00
69 Nokia Oyj............................ 74.350 0.54 5,130.16
3 Novartis, AG......................... 1,625.051 11.47 4,875.15
104 Polygram, N.V........................ 46.285 0.39 4,813.69
446 Reuters Holdings Plc................. 11.027 0.21 4,918.08
90 Royal Dutch Petroleum Company........ 55.086 1.18 4,957.70
16 SAP, AG.............................. 305.079 0.35 4,881.27
80 SGS-Thomson Microelectronics, N.V.... 63.436 0.00 5,074.90
479 SmithKline Beecham Plc............... 10.220 0.16 4,895.48
56 Sony Corporation..................... 88.423 0.32 4,951.67
1,206 Toshiba Corporation.................. 4.249 0.06 5,124.03
79 Unilever, N.V........................ 62.330 0.80 4,924.06
7,587 $ 147,760.64
============== ================
</TABLE>

<TABLE>
BRAND NAME EQUITY TRUST, SERIES 5
(VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 82)
PORTFOLIO As of January 6, 1998
<CAPTION>
Estimated Annual Cost of
Number of Market Value per Dividends per Securities
Shares Name of Issuer<F1> Share<F2> Share<F2> to Trust<F2>
- --------------- ------------------------------------- ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
60 American Home Products Corporation... $ 77.688 $ 1.72 $ 4,661.25
107 Anheuser-Busch Companies, Inc........ 43.500 1.04 4,654.50
75 Avon Products, Inc................... 60.938 1.26 4.570.31
45 BestFoods Company.................... 103.000 1.80 4,635.00
49 Bristol-Myers Squibb Company......... 95.813 1.56 4,694.81
79 Campbell Soup Company................ 58.688 0.84 4,636.31
59 Clorox Company....................... 79.125 1.28 4,668.38
70 Coca-Cola Company.................... 66.438 0.56 4,650.63
63 Colgate-Palmolive Company............ 74.875 1.10 4,717.13
153 ConAgra, Inc......................... 30.813 0.63 4,714.31
218 Dial Corporation..................... 21.500 0.32 4,687.00
46 Gillette Company..................... 101.938 0.86 4,689.13
87 Heinz (H.J.) Company................. 52.063 1.26 4,529.44
71 Johnson & Johnson.................... 65.063 0.88 4,619.44
93 Kellogg Company...................... 48.750 0.90 4,533.75
94 Kimberly-Clark Corporation........... 49.000 0.96 4,606.00
111 Liz Claiborne, Inc................... 41.250 0.45 4,578.75
123 Mattel, Inc.......................... 36.625 0.28 4,504.88
98 McDonald's Corporation............... 47.563 0.33 4,661.13
97 Nabisco Holdings Corporation......... 47.938 0.70 4,649.94
+ 61 Nestle, SA........................... 76.125 0.88** 4,643.63
108 Nike, Inc............................ 42.813 0.48 4,623.75
128 PepsiCo, Inc......................... 36.500 0.50 4,672.00
57 Procter & Gamble Company............. 82.688 1.01 4,713.19
131 Revlon, Inc.......................... 34.500 0.00 4,519.50
81 Sara Lee Corporation................. 55.625 0.92 4,505.63
73 Schering-Plough Corporation.......... 63.563 0.76 4,640.06
+ 74 Unilever, N.V........................ 62.813 0.85** 4,648.13
46 Walt Disney Company.................. 98.813 0.53 4,545.38
36 Warner-Lambert Company............... 129.188 1.52 4,650.75
202 Wendy's International, Inc........... 23.125 0.24 4,671.25
58 Wrigley (Wm.) Jr. Company............ 78.625 0.76 4,560.25
2,853 $ 148,055.61
============== ================
</TABLE>

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
January 5, 1998 and have expected settlement dates ranging from January 7,
1998 to January 30, 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 $147,679
and $148,048 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 $147,824 $ (63) $2,082
Brand Name Equity Trust $148,056 $-- $2,044
</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 for the Brand Name Equity Trust.
All dividends shown for the Great International Firms Trust reflect 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

<TABLE>
<CAPTION>
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 Amendment of Registration Statement comprises the following
papers and documents:

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

The following exhibits:

1.1 Copy of Trust Agreement.

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

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

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

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Acountants.

EX-27 Financial Data Schedules.

Signatures

The Registrant, Van Kampen American Capital Equity Opportunity
Trust, Series 82, hereby identifies Van Kampen Merritt Equity Opportunity
Trust, Series 1, Series 2, Series 4 and Series 7 and Van Kampen American
Capital Equity Opportunity Trust, Series 13, Series 14 and Series 57 for
purposes of the representations required by Rule 487 and represents the
following: (1) that the portfolio securities deposited in the series as
to the securities of which this Registration Statement is being filed do
not differ materially in type or quality from those deposited in such
previous series; (2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide essential
financial information for, the series with respect to the securities of
which this Registration Statement is being filed, this Registration
Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such
previous series as to which the effective date was determined by the
Commission or the staff; and (3) that it has complied with Rule 460 under
the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
82 has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago and State of Illinois on the 6th day of January,
1998.
Van Kampen American Capital Equity
Opportunity Trust, Series 82
By Van Kampen American Capital
Distributors, Inc.

By Gina M. Costello
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on January
6, 1998 by the following persons who constitute a majority of the Board
of Directors of Van Kampen American Capital Distributors, Inc.

Signature Title

Don G. Powell Chairman and Chief Executive )
Officer )

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.

Exhibit 1.1
Van Kampen American Capital Equity Opportunity Trust
Series 82
Trust Agreement

Dated: January 6, 1998

This Trust Agreement among Van Kampen American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of
Van Kampen American Capital Investment Advisory Corp., as Evaluator, Van
Kampen American Capital Investment Advisory Corp., as Supervisory
Servicer, and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Van Kampen American Capital Equity Opportunity Trust,
Series 1 and Subsequent Series, Standard Terms and Conditions of Trust,
Effective November 21, 1991" (herein called the "Standard Terms and
Conditions of Trust") and such provisions as are set forth in full and
such provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.

Witnesseth That:

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

Part I
Standard Terms and Conditions of Trust

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

Part II
Special Terms and Conditions of Trust

The following special terms and conditions are hereby agreed to:

1. The Securities defined in Section 1.01(22), listed in the
Schedule hereto, have been deposited in trust under this Trust
Agreement.

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

3. Section 1.01(19) shall be replaced in its entirety by the
following:

"(19) "Percentage Ratio" shall mean, for each Trust which
will issue additional Units pursuant to Section 2.03 hereof,
(a) an equal percentage ratio among the Equity Securities based
on market value with respect to the Great International Firms
Trust and (b) the proportionate relationship among the Equity
Securities based on the number of shares of each Equity
Security per Unit existing immediately prior to such additional
deposit with respect to the Brand Name Equity Trust. Such
Percentage Ratio shall be calculated and included in each Trust
Agreement and each Supplemental Indenture. The Percentage
Ratio shall be adjusted to the extent necessary, and may be
rounded, to reflect the occurrence of a stock dividend, a stock
split or a similar event which affects the capital structure of
the issuer of an Equity Security."

4. "Great International Firms Trust" and "Brand Name Equity
Trust" will replace "Select Equity Trust" in Section 1.01(23).

5. The second sentence in the second paragraph of Section
3.11 shall be revised as follows: "However, should any issuance,
exchange or substitution be effected notwithstanding such rejection
or without an initial offer, any securities, cash and/or property
received shall be deposited hereunder and shall be promptly sold, if
securities or property, by the Trustee unless the Depositor advises
the Trustee to keep such securities, cash or properties."

6. The last sentence of the eighth paragraph of Section 5.02
shall be revised as follows: "Any balance remaining after such
disbursements shall be credited to the Capital Account and may be
used to acquire additional Securities (or, if permitted by
applicable rules and regulations as indicated by an opinion of
counsel, in other securities) or for any of the other purposes set
forth under the Indenture."

7. Section 1.01(1) shall be amended to read as follows:

"(1) "Depositor" shall mean Van Kampen American Capital
Distributors, Inc. and its successors in interest, or any
successor depositor appointed as hereinafter provided."

8. Section 1.01(3) shall be amended to read as follows:

"(3) "Evaluator" shall mean American Portfolio
Evaluation Services, a division of Van Kampen American
Capital Investment Advisory Corp. and its successors in
interest, or any successor evaluator appointed as
hereinafter provided."

9. Section 1.01(4) shall be amended to read as follows:

"(4) "Supervisory Servicer" shall mean Van Kampen
American Capital Investment Advisory Corp. and its
successors in interest, or any successor portfolio
supervisor appointed as hereinafter provided."

10. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the requisite number of Units needed
to be tendered to exercise an In Kind Distribution as set forth in
Sections 5.02 and 8.02 shall be that number set forth in the
Prospectus.

11. Section 8.02 is hereby revised to require an affirmative
vote of Unitholders representing 66 2/3% of the then outstanding
Units to terminate the Trust rather than the 51% indicated therein.

12. Section 3.01 of the Standard Terms and Conditions of Trust
shall be replaced in its entirety with the following:

"Section 3.01. Initial Costs. The following
organization and regular and recurring expenses of the
Trust shall be borne by the Trustee: (a) to the extent
not borne by the Depositor, expenses incurred in
establishing a Trust, including the cost of the initial
preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to the Trust,
Securities and Exchange Commission and state blue sky
registration fees, the costs of the initial valuation of
the portfolio and audit of the Trust, the initial fees and
expenses of the Trustee, and legal and other out-of-pocket
expenses related thereto, but not including the expenses
incurred in the printing of preliminary prospectuses and
prospectuses, expenses incurred in the preparation and
printing of brochures and other advertising materials and
any other selling expenses, (b) the amount specified in
Section 3.05 and Article VIII, (c) to the extent permitted
by Section 6.02, auditing fees and, to the extent not
borne by the Depositor, expenses incurred in connection
with maintaining the Trust's registration statement
current with Federal and State authorities, (d) any
Certificates issued after the Initial Date of Deposit ;
and (e) expenses of any distribution agent. The Trustee
shall be reimbursed for those organizational expenses
referred to in clause (a) as provided in the Prospectus.

13. Section 6.01(i) of the Standard Terms and Conditions of
Trust shall be amended by adding the following to the beginning of
such Section:

"Except as provided in Sections 3.01 and 3.05,"

14. Section 8.04 is hereby amended by deleting the first word
of such Section and replacing it with the following:

"Except as provided in Sections 3.01 and 3.05, the"

15. Section 3.07(f) and (g) are hereby revised and a new
subsection (h) is hereby added as follows:

"(f) that all of the Securities in the Great International
Firms Trust will be sold pursuant to termination of the Trust
pursuant to Section 8.02 hereof;

(g) that such sale is required due to Units tendered for
redemption; and

(h) the sale of a Security is necessary 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."

16. Section 8.01(a)(ii) shall be revised as follows: "(ii) to
make such other provision regarding matters or questions arising
hereunder as shall not materially adversely affect the interests of
the Unitholders or (iii) to make such amendments as may be
necessary for the Great International Firms Trust to continue to
qualify as a regulated investment company for federal income tax
purposes."

17. Section 8.01(b)(3) shall be revised as follows: "(3)
adversely affect the characterization of the Great International
Firms Trust as a regulated investment company for federal income tax
purposes."

18. The first and current second paragraphs of Section 3.12
shall be revised as subsections by starting the first paragraph with
an "(a)" and the second paragraph with a "(c)" and renumbering the
items (a)-(e) in the first paragraph as (i)-(v). A new second
paragraph shall be added as follows: In the event a Security is
sold pursuant to Section 3.07(e) as a direct result of serious
adverse credit factors affecting the issuer of such Security, the
Sponsor may, but is not obligated, to direct the reinvestment of the
proceeds of, the sale of such Security in any other securities which
meets the criteria necessary for inclusion in the Great
International Firms Trust on the Initial Date of Deposit.

19. Article IV, Section 4.01(b) of the Standard Terms and
Conditions of Trust is hereby deleted and replaced in its entirety
with the following:

"(b) During the initial offering period such Evaluation
shall be made in the following manner: if the Securities are
listed on a national or foreign securities exchange, such
Evaluation shall generally be based on the last available sale
price on or immediately prior to the Evaluation Time on the
exchange which is the principal market therefor, which shall be
deemed to be the New York Stock Exchange if the Securities are
listed thereon (unless the Evaluator deems such price
inappropriate as a basis for evaluation) or, if there is no
such available sale price on such exchange at the last
available ask price of the Equity Securities. If the
Securities are not so listed or, if so listed, the principal
market therefor is other than on such exchange or there is no
such available sale price on such exchange, such Evaluation
shall generally be based on the following methods or any
combination thereof whichever the Evaluator deems appropriate:
(i) in the case of Equity Securities, on the basis of the
current ask price on the over-the-counter market (unless the
Evaluator deems such price inappropriate as a basis for
evaluation), (ii) on the basis of current offering prices for
the Zero Coupon Obligations as obtained from investment dealers
or brokers who customarily deal in securities comparable to
those held by the Fund, (iii) if offering prices are not
available for the Zero Coupon Obligations or the Equity
Securities, on the basis of offering or ask price for
comparable securities, (iv) by determining the valuation of the
Zero Coupon Obligations or the Equity Securities on the
offering or ask side of the market by appraisal or (v) by any
combination of the above. If the Trust holds Securities
denominated in a currency other than U.S. dollars, the
Evaluation of such Security shall be converted to U.S. dollars
based on current offering side exchange rates (unless the
Evaluator deems such prices inappropriate as a basis for
valuation). The Evaluator shall add to the Evaluation of each
Security the amount of any commissions and relevant taxes
associated with the acquisition of the Security. As used
herein, the closing sale price is deemed to mean the most
recent closing sale price on the relevant securities exchange
immediately prior to the Evaluation time. For each Evaluation,
the Evaluator shall also confirm and furnish to the Trustee and
the Depositor, on the basis of the information furnished to the
Evaluator by the Trustee as to the value of all Trust assets
other than Securities, the calculation of the Trust Fund
Evaluation to be computed pursuant to Section 5.01."

20. Article IV, Section 4.01(c) of the Standard Terms and
Conditions of Trust is hereby deleted and replaced in its entirety
with the following:

"(c) For purposes of the Trust Fund Evaluations required by
Section 5.01 in determining Redemption Value and Unit Value,
Evaluation of the Securities shall be made in the manner
described in Section 4.01(b), on the basis of current bid
prices for the Zero Coupon Obligations, the bid side value of
the relevant currency exchange rate expressed in U.S. dollars
and, except in those cases in which the Equity Securities are
listed on a national or foreign securities exchange and the
last available sale prices are utilized, on the basis of the
last available bid price of the Equity Securities. In
addition, the Evaluator shall (i) not make the addition
specified in the fourth sentence of Section 4.01(b) and (ii)
shall reduce the Evaluation of each Security by the amount of
any liquidation costs (other than brokerage costs incurred on
any national securities exchange) and any capital gains or
other taxes which would be incurred by the Trust upon the sale
of such Security, such taxes being computed as if the Security
were sold on the date of the Evaluation."

21. Section 2.03(a) shall be replaced in its entirety by the
following:

"(a) The Trustee hereby acknowledges receipt of the deposit of
the Securities listed in the Schedules to the Trust Agreement
and referred to in Section 2.01 hereof and, simultaneously with
the receipt of said deposit, has recorded on its books the
ownership, by the Depositor or such other person or persons as
may be indicated by the Depositor, of the aggregate number of
Units specified in the Trust Agreement and has delivered, or on
the order of the Depositor will deliver, in exchange for such
Securities, documentation evidencing the ownership of the
number of Units specified and, if such Units are represented by
a Certificate, such Certificate substantially in the form above
recited, representing the ownership of those Units. The number
of Units may be increased through a split of the Units or
decreased through a reverse split thereof, as directed by the
Depositor, on any day on which the Depositor is the only
Unitholder, which revised number of Units shall be recorded by
the Trustee on its books. The Trustee hereby agrees that on
the date of any Supplemental Indenture it shall acknowledge
that the additional Securities identified therein have been
deposited with it by recording on its books the ownership, by
the Depositor or such other person or persons as may be
indicated by the Depositor, of the aggregate number of Units to
be issued in respect of such additional Securities so
deposited, and shall, if so requested, execute a Certificate or
Certificates substantially in the form above recited
representing the ownership of an aggregate number of those
Units."

22. Section 2.01(b) is hereby replaced with the following:

(b) From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its discretion,
to assign, convey to and deposit with the Trustee (i)
additional Securities, duly endorsed in blank or accompanied by
all necessary instruments of assignment and transfer in proper
form (or Contract Obligations relating to such Securities),
and/or (ii) cash (or a Letter of Credit in lieu of cash) with
instructions to purchase additional Securities, in an amount
equal to the portion of the Unit Value of the Units created by
such deposit attributable to the Securities to be purchased
pursuant to such instructions. Such deposit of additional
Securities or cash with instructions to purchase additional
Securities shall be made, in each case, pursuant to a
Supplemental Indenture accompanied by a legal opinion issued by
legal counsel satisfactory to the Depositor. Instructions to
purchase additional Securities shall be in writing, and shall
specify the name of the Security, CUSIP number, if any,
aggregate amount, price or price range and date to be
purchased. When requested by the Trustee, the Depositor shall
act as broker to execute purchases in accordance with such
instructions; the Depositor shall be entitled to compensation
therefor in accordance with applicable law and regulations.
The Trustee shall have no liability for any loss or
depreciation resulting from any purchase made pursuant to the
Depositor's instructions or made by the Depositor as broker,
except by reason of its own negligence, lack of good faith or
willful misconduct.

In connection with any deposit pursuant to this Section 2.01(b)
in the Select Equity and Treasury Trust, the Depositor shall be
obligated to determine that the maturity value of the Zero
Coupon Obligations included in the deposit, divided by the
number of Units created by reason of the deposit, shall equal
at least $10.00.

The Depositor, in each case, shall ensure that each deposit of
additional Securities pursuant to this Section shall be, as
nearly as is practicable, in the identical ratio as the
Percentage Ratio for such Securities as is specified in the
Trust Agreement for each Trust. The Depositor shall deliver
the additional Securities which were not delivered concurrently
with the deposit of additional Securities and which were
represented by Contract Obligations within 10 calendar days
after such deposit of additional Securities (the "Additional
Securities Delivery Period"). If a contract to buy such
Securities between the Depositor and seller is terminated by
the seller thereof for any reason beyond the control of the
Depositor or if for any other reason the Securities are not
delivered to the Trust by the end of the Additional Securities
Delivery Period for such deposit, the Trustee shall immediately
draw on the Letter of Credit, if any, in its entirety, apply
the moneys in accordance with Section 2.01(d), and the
Depositor shall forthwith take the remedial action specified in
Section 3.12. If the Depositor does not take the action
specified in Section 3.12 within 10 calendar days of the end of
the Additional Securities Delivery Period, the Trustee shall
forthwith take the action specified in Section 3.12.

23. The Initial Date of Deposit for the Trusts is the date
hereof.

24. Section 2.01(c) of the Standard Terms and Conditions of
Trust is hereby amended by adding the following at the conclusion
thereof:

"If any Contract Obligations requires settlement in a
foreign currency, in connection with the deposit of such
Contract Obligation the Depositor will deposit with the Trustee
either an amount of such currency sufficient to settle the
contract or a foreign exchange contract in such amount which
settles concurrently with the settlement of the Contract
Obligation and cash or a Letter of Credit in U.S. dollars
sufficient to perform such foreign exchange contract."

25. Article III of the Standard Terms and Conditions of Trust
is hereby amended by inserting the following paragraph which shall
be entitled Section 3.15.:

"Section 3.15. Foreign Exchange Transactions; Reclaiming
Foreign Taxes. The Trustee shall use reasonable efforts to
reclaim or recoup any amounts of non-U.S. tax paid by the Trust
or withheld from income received by the Trust to which the
Trust may be entitled as a refund."

26. Article III of the Standard Terms and Conditions of Trust
is hereby amended by inserting the following paragraph which shall
be entitled Section 3.16.:

"Section 3.16. Foreign Exchange Transactions; Foreign
Currency Exchange. Unless the Depositor shall otherwise
direct, whenever funds are received by the Trustee in foreign
currency, upon the receipt thereof or, if such funds are to be
received in respect of a sale of Securities, concurrently with
the contract of the sale for the Security (in the latter case
the foreign exchange contract to have a settlement date
coincident with the relevant contract of sale for the
Security), the Depositor shall enter into a foreign exchange
contract for the conversion of such funds to U.S. dollars. The
Depositor shall have no liability for any loss or depreciation
resulting from such action taken."

27. Article V, Section 5.01 of the Standard Terms and
Conditions of Trust is hereby amended to add the following at the
conclusion of the first paragraph thereof:

"Amounts receivable by the Trust in foreign currency shall
be converted by the Trustee to U.S. dollars based on current
exchange rates, in the same manner as provided in Section
4.01(b) or 4.01(c), as applicable, for the conversion of the
valuation of foreign Equity Securities, and the Evaluator shall
report such conversion with each Evaluation made pursuant to
Section 4.01."

28. Article VI, Section 6.01(e) of the Standard Terms and
Conditions of Trust is hereby amended to read as follows:

"(e) (I) Subject to the provisions of subparagraphs (II)
and (III) of this paragraph, the Trustee may employ agents, sub-
custodians, attorneys, accountants and auditors and shall not
be answerable for the default or misconduct of any such agents,
sub-custodians, attorneys, accountants or auditors if such
agents, sub-custodians, attorneys, accountants or auditors
shall have been selected with reasonable care. The Trustee
shall be fully protected in respect of any action under this
Indenture taken or suffered in good faith by the Trustee in
accordance with the opinion of counsel, which may be counsel to
the Depositor acceptable to the Trustee, provided, however,
that this disclaimer of liability shall not (i) excuse the
Trustee from the responsibilities specified in subparagraph II
below or (ii) limit the obligation of the Trustee to indemnify
the Trust under subparagraph III below. The fees and expenses
charged by such agents, sub-custodians, attorneys, accountants
or auditors shall constitute an expense of the Trust
reimbursable from the Income and Capital Accounts of the
affected Trust as set forth in section 6.04 hereof.

(II) The Trustee may place and maintain in the care of an
eligible foreign custodian (which is employed by the Trustee as
a sub-custodian as contemplated by subparagraph (I) of this
paragraph (e) and which may be an affiliate or subsidiary of
the Trustee or any other entity in which the Trustee may have
an ownership interest) the Trust's foreign securities, cash and
cash equivalents in amounts reasonably necessary to effect the
Trust's foreign securities transactions, provided that:

(1) The Trustee shall have:

(i) determined that maintaining the Trust's assets
in a particular country or countries is consistent with
the best interests of the Trust and the
Certificateholders;

(ii) determined that maintaining the Trust's assets
with such eligible foreign custodian is consistent with
the best interests of the Trust and the
Certificateholders; and

(iii) entered into a written contract which is
consistent with the best interests of the Trust and the
Certificateholders and which will govern the manner in
which such eligible foreign custodian will maintain the
Trust's assets and which provides that:

(A) The Trust will be adequately indemnified
and its assets adequately insured in the event of
loss (without regard to the indemnity provided by the
Trustee under Section III hereof);

(B) The Trust's assets will not be subject to
any right, charge, security interest, lien or claim
of any kind in favor of the eligible foreign
custodian or its creditors except a claim for payment
for their safe custody or administration;

(C) Beneficial ownership of the Trust's assets
will be freely transferable without the payment of
money or value other than for safe custody or
administration;

(D) Adequate records will be maintained
identifying the assets as belonging to the Trust;

(E) The Trust's independent public accountants
will be given access to records identifying assets of
the Trust or confirmation of the contents of those
records; and

(F) The Trustee will receive periodic reports
with respect to safekeeping of the Trust's assets,
including, but not necessarily limited to,
notification of any transfer to or from the Trustee's
account.

(2) The Trustee shall establish a system to monitor such
foreign custody arrangements to ensure compliance with the
conditions of this subparagraph.

(3) The Trustee, at least annually, shall review and
approve the continuing maintenance of Trust assets in a
particular country or countries with a particular eligible
foreign custodian or particular eligible foreign custodians as
consistent with the best interests of the Trust and the
Certificateholders.

(4) The Trustee shall maintain and keep current written
records regarding the basis for the choice or continued use of
a particular eligible foreign custodian pursuant to this
subparagraph, and such records shall be available for
inspection by Certificateholders and the Securities and
Exchange Commission at the Trustee's offices at all reasonable
times during its usual business hours.

(5) Where the Trustee has determined that a foreign
custodian may no longer be considered eligible under this
subparagraph or that, pursuant to clause (3) above, continuance
of the arrangement would not be consistent with the best
interests of the Trust and the Certificateholders, the Trust
must withdraw its assets from the care of that custodian as
soon as reasonably practicable, and in any event within 180
days of the date when the Trustee made the determination.

As used in this subparagraph (II),

(1) "foreign securities" include: securities issued
and sold primarily outside the United States by a foreign
government, a national of any foreign country or a corporation
or other organization incorporated or organized under the laws
of any foreign country and securities issued or guaranteed by
the government of the United States or by any state or any
political subdivision thereof or by any agency thereof or by
any entity organized under the laws of the United States or of
any state thereof which have been issued and sold primarily
outside the United States.

(2) "eligible foreign custodian" means

(a) The following securities depositories and
clearing agencies which operate transnational systems for the
central handling of securities or equivalent book entries
which, by appropriate exemptive order issued by the Securities
and Exchange Commission, have been qualified as eligible
foreign custodians for the Trust but only for so long as such
exemptive order continues in effect: Morgan Guaranty Trust
Company of New York, Brussels, Belgium, in its capacity as
operator of the Euroclear System ("Euroclear"), and Central de
Livraison de Valeurs Mobilires, S.A. ("CEDEL").

(b) Any other entity that shall have been qualified
as an eligible foreign custodian for the foreign securities of
the Trust by the Securities and Exchange Commission by
exemptive order, rule or other appropriate action, commencing
on such date as it shall have been so qualified but only for so
long as such exemptive order, rule or other appropriate action
continues in effect.

The determinations set forth above to be made by the
Trustee should be made only after consideration of all matters
which the Trustee, in carrying out its fiduciary duties, finds
relevant, including, but not necessarily limited to,
consideration of the following:

1. With respect to the selection of the country
where the Trust's assets will be maintained, the Trustee should
consider:

a. Whether applicable foreign law would restrict
the access afforded the Trust's independent public accountants
to books and records kept by an eligible foreign custodian
located in that country;

b. Whether applicable foreign law would restrict
the Trust's ability to recover its assets in the event of the
bankruptcy of an eligible foreign custodian located in that
country;

c. Whether applicable foreign law would restrict
the Trust's ability to recover assets that are lost while under
the control of an eligible foreign custodian located in that
country;

d. The likelihood of expropriation,
nationalization, freezes, or confiscation of the Trust's
assets; and

e. Whether difficulties in converting the Trust's
cash and cash equivalents to U.S. dollars are reasonably
foreseeable.

2. With respect to the selection of an eligible
foreign custodian, the Trustee should consider:

a. The financial strength of the eligible foreign
custodian, its general reputation and standing in the country
in which it is located, its ability to provide efficiently the
custodial services required and the relative cost for those
services;

b. Whether the eligible foreign custodian would
provide a level of safeguards for maintaining the Trust's
assets not materially different from that provided by the
Trustee in maintaining the Trust's securities in the United
States;

c. Whether the eligible foreign custodian has
branch offices in the United States in order to facilitate the
assertion of jurisdiction over and enforcement of judgments
against such custodian; and

d. In the case of an eligible foreign custodian
that is a foreign securities depository, the number of
participants in, and operating history of, the depository.

3. The Trustee should consider the extent of the
Trust's exposure to loss because of the use of an eligible
foreign custodian. The potential effect of such exposure upon
Certificateholders shall be disclosed, if material, by the
Depositor in the prospectus relating to the Trust.

(III) The Trustee will indemnify and hold the
Trust harmless from and against any loss that shall occur as
the result of the failure of an eligible foreign custodian
holding the foreign securities of the Trust to exercise
reasonable care with respect to the safekeeping of such foreign
securities to the same extent that the Trustee would be
required to indemnify and hold the Trust harmless if the
Trustee were holding such foreign securities in the
jurisdiction of the United States whose laws govern the
indenture, provided, however, that the Trustee will not be
liable for loss except by reason of the gross negligence, bad
faith or willful misconduct of the Trustee or the eligible
foreign custodian."

29. Section 1.01(5) is hereby replaced with the following:

"(5) "Business Day" shall mean any day on which the New
York Stock Exchange is open other than any day on which
Securities representing greater than thirty-three percent (33%)
of the aggregate value (determined as described in Section
4.01) of the Trust are not traded on the principal trading
exchange for such Securities due to a customary business
holiday on such exchange."

30. Article III of the Standard Terms and Conditions of Trust
is hereby amended by inserting the following paragraph which shall
be entitled Section 3.17.:

"Section 3.17. Deferred Sales Charge. If the prospectus
related to the Trust specifies a deferred sale charge, the
Trustee shall, on the dates specified in and as permitted
by such Prospectus, withdraw from the Capital Account, an
amount per Unit specified in such Prospectus and credit
such amount to a special non-Trust account maintained at
the Trustee out of which the deferred sales charge will be
distributed to the Depositor. If the balance in the
Capital Account is insufficient to make any such
withdrawal, the Trustee shall, as directed by the
Depositor, either advance funds in an amount equal to the
proposed withdrawal and be entitled to reimbursement of
such advance upon the deposit of additional monies in the
Capital Account, sell Securities and credit the proceeds
thereof to such special Depositor's account or credit (if
permitted by law) Securities in kind to such special
Depositor's Account. If a Unitholder redeems Units prior
to full payment of the deferred sales charge, the Trustee
shall, if so provided in the related Prospectus, on the
Redemption Date, withhold from the Redemption Price
payable to such Unitholder an amount equal to the unpaid
portion of the deferred sales charge and distribute such
amount to such special Depositor's Account. The Depositor
may at any time instruct the Trustee in writing to
distribute to the Depositor cash or Securities previously
credited to the special Depositor's Account."

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

Van Kampen American Capital
Distributors, Inc.

By James J. Boyne
Vice President
Attest:

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

By Dennis J. McDonnell
President
Attest

By James J. Boyne
Assistant Secretary
Van Kampen American Capital
Investment Advisory Corp.

By Dennis J. McDonnell
President
Attest

By James J. Boyne
Assistant Secretary

The Bank of New York

By Ted Rudich
Vice President
Attest

By Jeffrey Cohen
Assistant Treasurer

Schedule A to Trust Agreement
Securities Initially Deposited

Van Kampen American Capital Equity Opportunity Trust, Series 82

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

Exhibit 3.1
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603

January 6, 1998

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

Re:Van Kampen American Capital Equity Opportunity Trust, Series
82

Gentlemen:

We have served as counsel for Van Kampen American Capital
Distributors, Inc. as Sponsor and Depositor of Van Kampen American
Capital Equity Opportunity Trust, Series 82 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery
of a Trust Agreement dated January 6, 1998, among Van Kampen American
Capital Distributors, Inc., as Depositor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital Investment Advisory
Corp., as Evaluator, Van Kampen American Capital Investment Advisory
Corp., as Supervisory Servicer, and The Bank of New York, as Trustee,
pursuant to which the Depositor has delivered to and deposited the
Securities listed in the Schedule to the Trust Agreement with the Trustee
and pursuant to which the Trustee has provided to or on the order of the
Depositor documentation evidencing ownership of Units of fractional
undivided interest in and ownership of the Trust (hereinafter referred to
as the "Units"), created under said Trust Agreement.

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

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

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

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

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-42719) relating to the Units
referred to above and to the use of our name and to the reference to our
firm in said Registration Statement and in the related Prospectus.

Respectfully submitted,

Chapman and Cutler

MJK/slm

Exhibit 3.2

Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603

January 6, 1998

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

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

Re:Van Kampen American Capital Equity Opportunity Trust, Series
82

Gentlemen:

We have acted as counsel for Van Kampen American Capital
Distributors, Inc., Depositor of Van Kampen American Capital Equity
Opportunity Trust, Series 82 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a
Trust Agreement dated January 6, 1998 (the "Indenture") among Van Kampen
American Capital Distributors, Inc., as Depositor, Van Kampen American
Capital Investment Advisory Corp., as Evaluator, Van Kampen American
Capital Investment Advisory Corp., as Supervisory Servicer, and The Bank
of New York, as Trustee. The Fund is comprised of two separate unit
investment trusts, Brand Name Equity Trust, Series 5 and Great
International Firms Trust, Series 4. The following discussion applies
only to Brand Name Equity Trust, Series 5 (the "Trust").

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

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

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

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

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

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

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

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

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

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

To the extent dividends received by the Trust are attributable to
foreign corporations, a corporation that owns Units will not be entitled
to the dividends received deduction with respect to its pro rata portion
of such dividends since the dividends received deduction is generally
available only with respect to dividends paid by domestic corporations.

Section 67 of the Code provides that certain itemized deductions,
such as investment expenses, tax return preparation fees and employee
business expenses will be deductible by individuals only to the extent
they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.

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

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

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

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

Very truly yours

Chapman and Cutler

MJK/slm

Exhibit 3.3

Winston & Strawn
200 Park Avenue
New York, New York 10166-4193

January 6, 1998

Van Kampen American Capital
Equity Opportunity Trust, Series 82
Brand Name Equity Trust, Series 5
c/o The Bank of New York, As Trustee
101 Barclay Street, 17 West
New York, New York 10286

Dear Sirs:

We have acted as special counsel for the Van Kampen American Capital
Equity Opportunity Trust, Series 82 (the "Trust") consisting of, among
others, Brand Name Equity Trust, Series 5 (individually a "Trust" and, in
the aggregate, the "Trusts") for purposes of determining the
applicability of certain New York taxes under the circumstances
hereinafter described.

The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen American
Capital Distributors, Inc. (the "Depositor"), American Portfolio
Evaluation Services, a division of an affiliate of the Depositor, as
Evaluator, Van Kampen American Capital Investment Advisory Corp., an
affiliate of the Depositor, as Supervisory Servicer, and The Bank of New
York, as trustee (the "Trustee"). As described in the prospectus
relating to the Trust dated today to be filed as an amendment to a
registration statement heretofore filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (respectively the
"Prospectus" and the "Registration Statement") (File Number 333-42719),
the objectives of the Trust are to provide the potential for higher
current income and capital appreciation through investment in a fixed
portfolio of actively securities issued by companies which produce brand
name products. It is noted that no opinion is expressed herein with
regard to the Federal tax aspects of securities, the Trust, units of the
Trust (the "Units"), or any income, gains or losses in respect thereof.

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

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

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

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

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

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

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

The Regulations promulgated under Section 208 provide as follows:

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

Winston & Strawn

Exhibit 4.1
Interactive Data
14 West Street
New York, NY 10005

January 5, 1998

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

Re: Great International Firms Trust, Series 4 and Brand Name Equity
Trust, Series 5 (A Unit Investment Trust) Registered Under the
Securities Act of 1933, File No. 333-42719

Gentlemen:

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

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

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

Very truly yours,

James Perry
Vice President

Exhibit 4.3

Independent Certified Public Accountants' Consent

We have issued our report dated January 6, 1998 on the statements of
condition and related securities portfolios of Van Kampen American
Capital Equity Opportunity Trust, Series 82 as of January 6, 1998
contained in the Registration Statement on Form S-6 and Prospectus. We
consent to the use of our report in the Registration Statement and
Prospectus and to the use of our name as it appears under the caption
"Other Matters-Independent Certified Public Accountants."

Grant Thornton LLP

Chicago, Illinois
January 6, 1998

<ARTICLE> 6
<LEGEND>
This report reflects the current peroid taken from 487 on January 6, 1998 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> gift

<CAPTION>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-06-1998
<PERIOD-END> JAN-06-1998
<INVESTMENTS-AT-COST> 147761
<INVESTMENTS-AT-VALUE> 147761
<RECEIVABLES> 0
<ASSETS-OTHER> 41803
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 189564
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 47027
<TOTAL-LIABILITIES> 47027
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 142537
<SHARES-COMMON-STOCK> 14926
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 142537
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
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<NET-CHANGE-FROM-OPS> 0
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<DISTRIBUTIONS-OF-INCOME> 0
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This report reflects the current peroid taken from 487 on January 6, 1998 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> bnet

<CAPTION>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-06-1998
<PERIOD-END> JAN-06-1998
<INVESTMENTS-AT-COST> 148056
<INVESTMENTS-AT-VALUE> 148056
<RECEIVABLES> 0
<ASSETS-OTHER> 73784
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 221840
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79019
<TOTAL-LIABILITIES> 79019
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 142821
<SHARES-COMMON-STOCK> 14956
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 142821
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>