VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 86, S-6, 1997-12-31

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 86
S-6, 1997-12-31

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File No: 333-
CIK #1025232

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

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

A. Exact name of Trust: Van Kampen American Capital Equity
Opportunity Trust, Series 86

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

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

One Parkview Plaza
Oakbrook Terrace Illinois 60181

D. Name and complete address of agents for service:

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

E. Title of securities being registered: Units of undivided fractional
beneficial interests

F. Approximate date of proposed sale to the public:

As Soon As Practicable After The Effective Date Of The Registration
Statement
______________________________________________________________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a) may determine.
Van Kampen American Capital Equity Opportunity Trust
Series 86
Cross Reference Sheet

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

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

I. Organization and General Information

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

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

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

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

4. Name and address of principal ) Trust Administration
underwriter

5. Organization of trust ) The Trusts

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

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *
II. General Description of the Trust and
Securities of the Trust

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

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

12. Certain information regarding ) *
periodic payment certificates )

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

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

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

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

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

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

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

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

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

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

(b) Reinvestment of distributions ) *

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

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

21. Loans to security holders ) *

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

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

III. Organization, Personnel and Affiliated
Persons of Depositor

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) *

27. Business of Depositor ) Trust Administration

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

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

31. Compensation of Officers of ) *
Depositor )

32. Compensation of Directors ) *

33. Compensation to Employees ) *

34. Compensation to other persons ) *

IV. Distribution and Redemption of Securities

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

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

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

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

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

40. Certain fees received by ) *
principal underwriter )

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

(b) Branch offices or principal ) *
underwriter )

42. Ownership of securities of ) *
the trust )

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

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

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

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

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of ) Trust Administration
trustee )

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

50. Trustee's lien ) Trust Operating Expenses

VI. Information Concerning Insurance of Holders of Securities

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

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

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

(d) Fundamental policy not ) *
otherwise covered )

53. Tax Status of trust ) Federal Taxation

VII. Financial and Statistical Information

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

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

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

______________________________________________
* Inapplicable, omitted, answer negative or not required

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

Preliminary Prospectus Dated December 31, 1997
Subject To Completion
January 20, 1998

VAN KAMPEN AMERICAN CAPITAL
Aggressive Growth Series
Banking Trust, Series 1
Morgan Stanley High-Technology 35 Index Trust , Series 1

The Fund. Van Kampen American Capital Equity Opportunity Trust, Series 86 (the
"Fund" ) is comprised of the underlying separate unit investment trusts
described above (the "Trusts" ). The Trusts offer investors the
opportunity to purchase Units representing proportionate interests in separate
fixed portfolios of actively traded equity securities issued by companies
diversified within the banking or technology sectors ("Equity
Securities" or "Securities" ). See "Trust Portfolios" .
Unless terminated earlier, the Trusts 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. Upon liquidation, Unitholders may choose to reinvest their proceeds
into the next Aggressive Growth Series, if available, at a reduced sales
charge, to receive a cash distribution or to receive a pro rata distribution
of the Securities (if they own the requisite number of Units).

Attention Foreign Investors. If you are not a United States citizen or
resident, distributions will generally be subject to U.S. federal withholding
taxes; however, under certain circumstances treaties between the United States
and other countries may reduce or eliminate such withholding tax. See "
Federal Taxation." Such investors should consult their tax advisers
regarding the imposition of U.S. withholding on distributions.

Objective of the Trusts. The objective of the Trusts is to provide the
potential for capital appreciation by investing in a portfolio of equity
securities diversified within a particular industry sector. 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 during the
initial offering period and for secondary market transactions after the
initial offering period includes the aggregate underlying value of the
Securities, an initial sales charge, and cash, if any, in the Income and
Capital Accounts. The initial sales charge is computed as described under "
Public Offering--General" . Unitholders will also be subject to a deferred
sales charge as described under "Public Offering--General" . During the
initial offering period, the sales charge is reduced on a graduated scale for
sales involving at least 2,500 Units of a Trust. 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" . Except as
provided in "Public Offering--Unit Distribution" , the minimum purchase
is 100 Units. See "Public Offering" .

Additional Deposits. The Sponsor may, from time to time after the Initial Date
of Deposit, deposit additional Securities in the Trusts as provided under "
The Trusts" .

Units 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.

Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by a Trust will be paid in cash on the Distribution Dates to
Unitholders of record on the record date as set forth in the "Summary of
Essential Financial Information" . Gross dividends received by a Trust will
be distributed to Unitholders. Expenses of a Trust will be paid with proceeds
from the sale of Securities. For the consequences of such sales, see "
Federal Taxation" . Additionally, upon surrender of Units for redemption or
termination of a Trust, the Trustee will distribute 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. Although not obligated to do so, the Sponsor
currently 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 not maintained, a Unitholder may redeem Units 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
on such Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of sale or redemption. A Unitholder
tendering 1,000 or more Units for redemption may request a distribution of
shares of Securities (reduced by customary transfer and registration charges)
in lieu of payment in cash. See "Rights of Unitholders--Redemption of
Units" .

Termination. The Trusts will terminate approximately two years following the
Initial Date of Deposit. At least 30 days prior to the Mandatory Termination
Date the Trustee will provide written notice thereof to all Unitholders and
will include with such notice a form to enable Unitholders to elect a
distribution of shares of the Securities (reduced by customary transfer and
registration charges) if such Unitholder owns at least 1,000 Units, rather
than to receive payment in cash for such Unitholder's pro rata share of the
amounts realized upon the disposition of such Securities. Unitholders will
receive cash in lieu of any fractional shares. To be effective, the election
form, and any other documentation required by the Trustee, must be returned to
the Trustee at least five business days prior to the Mandatory Termination
Date. Unitholders may elect to become Rollover Unitholders as described in
"Special Redemption and Rollover in New Trust" below. Rollover
Unitholders will not receive the final liquidation distribution but will
receive units of a new Aggressive Growth Series, if one is being offered.
Unitholders not electing the Rollover Option or a distribution of shares of
Securities 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).

In the event that a distribution is made to Unitholders prior to a Trust's
termination, Unitholders will have such distributions reinvested into
additional Units of the Trust subject only to the remaining deferred sales
charge payments as set forth herein, if Units are available at the time of
reinvestment, or distributed in cash. See "Rights of
Unitholders--Reinvestment Option" .

Special Redemption and Rollover in New Trust. The Sponsor currently
anticipates that a new series of the Fund will be created quarterly.
Unitholders will have the option, subject to any necessary regulatory
approval, of specifying by either Rollover Notification Date stated in "
Summary of Essential Financial Information" to have all of their Units
redeemed and the distributed Securities sold by the Trustee, in its capacity
as Distribution Agent, on the related Special Redemption Date. (Unitholders so
electing are referred to herein as "Rollover Unitholders" .) The
Distribution Agent will appoint the Sponsor as its agent to determine the
manner, timing and execution of sales of underlying Securities. The proceeds
of the redemption will then be invested in units of a new Aggressive Growth
Series (the "New Trust" ), if one is offered, at a reduced sales
charge. The Sponsor may, however, stop offering units of the New Trust at any
time in its sole discretion without regard to whether all the proceeds to be
invested have been invested. Cash which has not been invested on behalf of the
Rollover Unitholders in the New Trust will be distributed shortly after the
related Special Redemption Date. However, the Sponsor anticipates that
sufficient Units will be available, although moneys in the current Trusts may
not be fully invested on the next business day. The New Trust will contain a
portfolio of common stocks of aggressive growth companies with an investment
objective of obtaining capital appreciation. Rollover Unitholders will receive
the amount of dividends in the Income Account which will be included in the
reinvestment in units of the New Trust.

Risk Factors. An investment in Units should be made with an understanding of
the risks associated therewith, including the possible deterioration of the
financial condition of the issuers, the general condition of the stock market
and increased stock price volatility of aggressive growth companies
(especially within high-technology industries). An investment should also be
made with an understanding of the special risks related to companies in the
banking or technology industries. For certain risk considerations related to
the Trusts, see "Risk Factors" .

<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 86
Summary of Essential Financial Information

At the close of business on the day before the Initial Date of Deposit: January 19, 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

<CAPTION>
Banking Technology
Trust Trust
----------- --------------
<S> <C> <C>
Number of Units <F1>...........................................................
Fractional Undivided Interest in the Trust per Unit <F1>.......................
Public Offering Price:
Aggregate Value of Securities in Portfolio <F2>...............................$ $
Aggregate Value of Securities per Unit........................................$ 9.775$ 9.775
Sales Charge <F3>.............................................................$ .325$ .325
Less Deferred Sales Charge per Unit...........................................$ .225$ .225
Public Offering Price per Unit <F3><F4>.......................................$ 10.00$ 10.00
Redemption Price per Unit <F5>.................................................$ $
Initial Secondary Market Repurchase Price per Unit <F5>........................$ $
Excess of Public Offering Price per Unit over Redemption Price per Unit <F5>...$ $
Estimated Annual Organizational Expenses per Unit <F6>.........................$ $
</TABLE>

Supervisor's Annual Supervisory Fee .................Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee....................Maximum of $.0025 per Unit
Rollover Notification Dates ........................._____, 1999 and _____, 2000
Special Redemption Dates............................._____, 1999 and _____, 2000
Mandatory Termination Date .........................._____, 2000
The Trust may be terminated if the net asset value of the Trust is less than
$500,000 unless the net asset value of the Trust's deposits have exceeded
$15,000,000, then the Trust Agreement may be terminated if the net asset
Minimum Termination Value............................value of the Trust is less than $3,000,000.
Trustee's Annual Fee ................................$.008 per Unit
Income and Capital Account Record Dates <F7>........._____, 1999 and _____, 2000
Income and Capital Account Distribution Dates <F7>..._____, 1999 and _____, 2000
Evaluation Time......................................Close of New York Stock Exchange

- ----------
<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 Security listed on a national securities exchange is valued at the
closing sale price or if the Security is not so listed, at the asked price
thereof.

<F3>The 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 total sales charge (3.25% of the
Public Offering Price) and the amount of the deferred sales charge ($.225 per
Unit). Unitholders will also be subject to a deferred sales charge equal to
$.225 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. Units purchased subsequent to the initial deferred
sales charge payment will be subject only to that 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. See the "Fee Table" below and "Public
Offering--General" .

<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>The Redemption Price per Unit and the Initial Secondary Market Repurchase
Price per Unit are reduced by the unpaid portion of the deferred sales charge.

<F6>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 Trust
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 materials and any other selling expenses) as is common for mutual
funds. Total organizational expenses will be amortized over one year and paid
from funds in the Capital Account, if sufficient, or from the sale of
Securities. See "Trust Operating Expenses" and "Statements of
Condition" .

<F7>No distribution will be made unless the amount available for distribution in
the Income and Capital Accounts equals at least $0.01 per Unit.
</TABLE>

FEE TABLE

<TABLE>
<CAPTION>
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--General" and "Trust Operating Expenses" . Although each Trust has a fixed term,
and is a unit investment trust rather than a mutual fund, this information is presented to permit a comparison of fees. The
example below assumes that the principal amount of and distributions on an investment are rolled over into a new Aggressive
Growth Series at Trust termination subject only to the anticipated reduced sales charge applicable to Rollover Unitholders. See
"Right of Unitholders--Special Redemption and Rollover in New Trust." Investors should note that while this example is
based on the public offering price and the estimated fees for the current Aggressive Growth Series, the actual public offering
price and fees for any new Aggressive Growth Series created in the future periods indicated could vary from those of the current
Aggressive Growth Series.
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
</TABLE>

Amount Per
Unitholder Transaction Expenses (as a percentage of offering price) 100 Units
---------------
Initial Sales Charge Imposed on Purchase<F1>..................................... 1.00% $ 10.00
Deferred Sales Charges<F2>....................................................... 2.25% 22.50
Total Sales Charge............................................................... 3.25% $ 32.50
========= ===============
Maximum Sales Charge Imposed on Reinvested Dividends<F3>......................... 2.25% $ 22.50
========= ===============
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............................................................. _____% _____
Other Operating Expenses ........................................................ 0.035% 0.35
--------- ---------------
Total ........................................................................... _____% _____
========= ===============
</TABLE>

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

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

- ----------
The Initial Sales Charge is actually the difference between the Total Sales
Charge (3.25% of the Public Offering Price) and the Deferred Sales Charges
($.225 per Unit) and would exceed 1.00% if the Public Offering Price exceeds
$10 per Unit.

The actual deferred sales charge is $0.225 per Unit, irrespective of purchase
or redemption price, deducted over the life of a Trust. If a Unitholder sells
or redeems Units before all of the deferred sales charge payments have been
deducted, the balance of the remaining payments will be deducted from the
sales or redemption proceeds. If Unit price exceeds
$10 per Unit, the deferred portion of the sales charge will be less than
2.25%; if Unit price is less than $10 per Unit, the deferred portion of the
sales charge will exceed 2.25%. Units purchased subsequent to the initial
deferred sales charge payment will be subject to only that portion of the
deferred sales charge payments not yet collected.

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

THE TRUSTS

- --------------------------------------------------------------------------
Van Kampen American Capital Equity Opportunity Trust, Series 86 is comprised
of two underlying separate unit investment trusts designated as Aggressive
Growth Series Banking Trust, Series 1 and Aggressive Growth Series
Morgan Stanley High-Technology 35 Index Trust, Series 1. The Fund was created
under the laws of the State of New York pursuant to a Trust Indenture and Trust
Agreement (the"Trust Agreement" ), dated the date of this Prospectus (the "
Initial Date of Deposit" ), among Van Kampen American Capital Distributors,
Inc., as Sponsor, Van Kampen American Capital Investment Advisory Corp., as
Supervisor, The Bank of New York, as Trustee, and American Portfolio
Evaluation Services, a division of Van Kampen American Capital Investment
Advisory Corp., as Evaluator.

The Trusts offer investors the opportunity to purchase Units representing
proportionate interests in separate portfolios of actively traded equity
securities issued by companies within the banking or technology sectors.
Diversification of assets in a Trust will not eliminate the risk of loss
always inherent in the ownership of securities.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Securities indicated under "Portfolio" herein, including delivery
statements relating to contracts for the purchase of certain such Securities
and an irrevocable letter of credit issued by a financial institution in the
amount required for such purchases. Thereafter, the Trustee, in exchange for
such Securities (and contracts) so deposited, delivered to the Sponsor
documentation evidencing the ownership of that number of Units indicated in
"Summary of Essential Financial Information" . Unless terminated
earlier, each Trust will terminate on the Mandatory Termination Date set forth
under "Summary of Essential Financial Information" 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. Upon either Rollover
Notification Date, Unitholders may choose to reinvest their proceeds into a
subsequent Aggressive Growth Series, if available, at a reduced sales charge,
to receive a pro rata distribution of the Securities then included in a Trust
(if they own the requisite minimum number of Units) or to receive a cash
distribution.

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, 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, the
same percentage relationship among the number of shares of each Equity
Security in the Trust's portfolio that existed immediately prior to any such
subsequent deposit. Any deposit of additional Equity Securities will
duplicate, as nearly as is practicable, this actual proportionate relationship
and not the original proportionate relationship on the Initial Date of
Deposit, since the actual proportionate relationship may be different than the
original proportionate relationship. Any such difference may be due to the
sale, redemption or liquidation of any of the Equity Securities. Existing and
new investors may experience a dilution of their investments and a reduction
in their anticipated income as a result of an additional deposit because of
fluctuations in the prices of the Securities between the time of the deposit
and the purchase of the Securities and because the Trusts will pay the
associated brokerage fees.

Each Unit initially offered represents an undivided interest in the related
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

- --------------------------------------------------------------------------
The objective of each Trust is to provide the potential for capital
appreciation. There is, of course, no assurance that a Trust (which includes
expenses and sales charges) will achieve its objective.

Banking Trust.

Technology Trust. The Technology Trust consists of the thirty-five stocks
included in the Morgan Stanley High-Technology 35 Index (the "Tech-35
Index" ) on the Initial Date of Deposit. The Tech-35 Index was created by
the Morgan Stanley Technology Research Group and consists of 35 pure
technology companies representing the full breadth of technology industry
segments, including computer services, design software, server software, PC
software and new media, networking and telecom equipment, server hardware, PC
hardware and peripherals, specialized systems, and semiconductors. The Tech-35
Index is the property of Morgan Stanley & Co. Morgan Stanley has granted a
license for use by the Technology Trust of the Tech-35 Index and related
trademarks and tradenames.

The Tech-35 Index. The Tech-35 Index is an equal weighted index whose value
was set to 200.00 as of the close of trading on December 16, 1994. The value
of the Tech-35 Index is computed in real-time by the American Stock Exchange
during New York trading hours under the symbol "MSH" . The Index is
rebalanced to an equal weighting per company on the third Friday of each
December. In creating the Tech-35 Index, Morgan Stanley sought to design a
benchmark that provided broad industry representation of equally-weighted,
highly liquid, pure technology companies that is rebalanced annually. The
index attempts to include bellwether stocks that provide a balanced
representation of "pure" technology sub-industries. The index is
composed of only electronics-based technology companies and excludes
biotechnology, medical, test and instrumentation companies. In addition, the
index includes liquid component companies which represented $400 billion in
market capitalization when the index was created, with the smallest company
valued at a capitalization of more than $1 billion. The index is an equal
weighted index that includes both large and small industry bellwethers and
seeks to minimize the pitfalls of market capitalization indices which, Morgan
Stanley believes, fail to accommodate the wide range of market capitalizations
and revenue bases common to the technology industry. The index is rebalanced
annually to return all companies to an equal weighting regardless of their
performance during the year. This allows company shares that appreciate during
the year to command increasing influence in the index, while guarding against
the long-term negatives of a market-capitalization-weighted index. Investors
should note that the Securities in the Trust portfolio are fixed and will not
be rebalanced annually. Changes in the Tech-35 Index will not result in
changes in the Trust portfolio. See "Trust Administration--Portfolio
Administration" . As part of the Rollover strategy, however, the Sponsor
may offer subsequent series of the Trust that will invest in the then current
components of the Tech-35 Index. See "Rights of Unitholders--Special
Redemption and Rollover in New Trust" .

Morgan Stanley. Recognized as a world leader in global financial research,
Morgan Stanley monitors more than 4,000 companies in 43 countries,
representing 80% of the total market value of the world's stock markets. The
Morgan Stanley Capital International ("MSCI" ) databases are used as a
benchmark by more than 90% of the investment community. With hundreds of
analysts located across the globe, Morgan Stanley provides comprehensive
research and in-depth knowledge about general markets and specific companies
around the world.

Since 1968, MSCI global indices have presented an array of investment
opportunities available to the international investor, including indices such
as the Tech-35 Index and the MSCI Europe, Australasia and Far East Index
(EAFE). These indices seek to represent an accurate normal portfolio. In
addition, index valuation ratios and company-level fundamental data provide
tools for the international investor. MSCI believes that local stock exchange
indices are not comparable with one another due to differences in the
representation of the local market, mathematical formulas, methods of
adjusting for capital changes, and base dates. The same criteria and
calculation methodology are applied across all MSCI indices. Further, while
accounting standards continue to differ according to local customs and
practices, fundamental data is analyzed and presented in a uniform and
meaningful manner in MSCI indices--allowing investors to compare investment
opportunities across markets.

In 1986, Morgan Stanley acquired the indices and data from Capital
International Perspective, S.A. ("CIPSA" ) based in Geneva,
Switzerland. CIPSA has been researching and publishing international indices
since 1969 and continues to be solely responsible for the decisions regarding
constituent additions and deletions as well as any other methodological
modifications to the indices. Morgan Stanley contributes its expertise in
technology and the marketing and distribution of the MSCI Indices and
publications. Selection of the constituents for MSCI Indices is conducted
independent of the Sponsor which has no input regarding the components of any
index.

The Tech-35 Index is the exclusive property of Morgan Stanley. Morgan Stanley
Capital International is a service mark of Morgan Stanley and has been
licensed for use by the Trust and Van Kampen American Capital Distributors,
Inc.

This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of
the Tech-35 Index to track general stock market performance. Morgan Stanley is
the licensor of certain trademarks, service marks and trade names of Morgan
Stanley and of the Tech-35 Index which is determined, composed and calculated
by Morgan Stanley without regard to the issuer of this fund or this fund.
Morgan Stanley has no obligation to take the needs of the issuer of this fund
or the owners of this fund into consideration in determining, composing or
calculating the Tech-35 Index. Morgan Stanley is not responsible for and has
not participated in the determination of the timing of, prices at, or
quantities of this fund to be issued or in the determination or calculation of
the equation by which Units of this fund is redeemable for cash. Morgan
Stanley has no obligation or liability to owners of this fund in connection
with the administration, marketing or trading of this fund.

ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS
TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND
COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER
PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY
OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED
OF THE POSSIBILITY OF SUCH DAMAGES.

The Aggressive Growth Series. The Aggressive Growth Series is a series of
shorter-term equity unit investment trusts geared toward the more aggressive
investor. Each Aggressive Growth Series trust invests in a portfolio of stocks
seeking high growth from the market's newest trends. The buy-and-hold
philosophy of a unit investment trust combined with an investment in the
aggressive end of the stock market leads to a shorter time horizon for the
investor. It is the intention of the Sponsor to create new trusts which will
be available for investment upon termination of each Aggressive Growth Series.
It is anticipated that each new Aggressive Growth Series trust will contain a
portfolio of common stocks of aggressive growth companies with an investment
objective of capital appreciation. See "Rights of Unitholders--Special
Redemption and Rollover in New Trust." This rollover investment strategy
allows the investor to reallocate his or her investment into a new trust
holding those companies that provide a greater potential, in the opinion of
the Sponsor, to achieve price appreciation over the following year.

The shorter terms of the Aggressive Growth Series trusts are aimed at taking
advantage of a marketplace that is changing rapidly. The shorter terms provide
investments that better take into consideration new companies going public,
consolidations of existing companies, development of new technologies and
other dynamic events which affect aggressive growth companies. It is the
intention of the Sponsor to offer a new Aggressive Growth Series at each
Special Redemption Date which offers an investment which best responds to the
marketplace at that time. Accordingly, by continuing to roll over investments
into new Aggressive Growth Series trusts, over time an investor may benefit
from a long-term investment strategy that seeks to respond to current market
trends each year by investing in a different portfolio of aggressive growth
stocks.

Asset allocation is one of the most important parts of successful investing.
Asset allocation means spreading money among a number of investment classes
such as stocks, bonds and cash. Structuring a portfolio among different
classes may help spread risk, limit volatility and/or diversify opportunities
for return. Historically, stocks have outperformed bonds and cash by a
significant margin. 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 Treasury bills would have been
worth approximately $13.54 and $1 growing at the rate of inflation would have
been worth approximately $8.88. While past performance is no indication of
future results, stocks may be an important part of an investment portfolio.
Because some stocks outperform others, the Aggressive Growth Series focuses on
stocks from a specific economic sector or market trend that Van Kampen
American Capital analysts believe has solid growth prospects. The historical
performance of the categories above is shown for illustrative purposes only;
it is not meant to forecast, imply or guarantee future performance of any
particular investment vehicle. It is important to note that stocks are
accompanied by higher volatility than bonds or investments dedicated to
capital preservation. Long-term government bonds are considered long-term
investments, and are subject to price fluctuations and the value of such bonds
declines as interest rates rise. Each Trust is a short-term investment,
includes sales charges and expenses, and the value of the Securities may
fluctuate in a different manner than that of bonds.

In addition, equity investments may provide the potential to keep pace with or
outpace inflation. Inflation, the rise in prices of goods and services, can
eat away at an investor's savings. In fact, one dollar in 1975 is worth less
than 34 cents in spending power today. Many experts agree that retired
investors can no longer depend solely on conservative investments to maintain
their standard of living throughout their retirement years. According to the
National Center for Health Statistics, more than one-half of the people who
turned 65 in 1996 will live to be at least 80 years old. With life
expectancies growing longer and reforms to Social Security possible, an
investor's money set aside for retirement may have to stretch farther than
originally planned. By dedicating a modest portion of an investment portfolio
toward more aggressive investments, an investor may benefit from the potential
returns aggressive growth stocks may provide.

General. Investors will be subject to taxation on the dividend income, if any,
received by a Trust and on gains from the sale or liquidation of Securities.
Investors should be aware that there is not any guarantee that the objective
of a Trust will be achieved because it is subject to the continuing ability of
the respective issuers 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 Securities, which are primarily aggressive growth
companies, will pay dividends on outstanding common shares. Any distribution
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. See "Risk Factors" .

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 by the Trusts to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Investors should
note in particular that the Securities were selected for inclusion in each
Trust as of the Initial Date of Deposit. Subsequent to the Initial Date of
Deposit, the Securities may no longer meet the criteria necessary for
inclusion on the Initial Date of Deposit. Should a Security fail to meet such
criteria following the Initial Date of Deposit, such Security will not as a
result thereof be removed from a portfolio. In addition, since the Sponsor may
deposit additional Equity Securities which were originally selected through
this process, the Sponsor may continue to sell Units even though the Equity
Securities would no longer be chosen for deposit into the Trusts if the
selection process were to be made again at a later time. 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 a Trust will retain for any length of time its
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."

TRUST PORTFOLIOS

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Each Trust consists of a diversified portfolio of common stocks issued by
companies within its related industry sector. All of the Securities are listed
on a national securities exchange, the NASDAQ National Market System or are
traded in the over-the-counter market. A general description of the issuers in
a each Trust is listed below.

Banking Trust.
(Descriptions to come)

Technology Trust.
(Descriptions to come)

General. Each Trust consists of (a) the Equity Securities (including contracts
for the purchase thereof) listed under "Portfolio" as may continue to
be held from time to time in the Trust, (b) any additional Equity 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 Equity Securities. However, should any contract for the purchase of any
of the Equity 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 Equity Securities in accordance with the Trust
Agreement, refund the cash and sales charge attributable to such failed
contract to all Unitholders on or before the next scheduled distribution date.

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 each issuer's board of directors
and have a right to participate in amounts available for distribution by such
issuer only after all other claims on such issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus the value of the Equity Securities in a portfolio 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.

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

Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for the Equity Securities may depend on whether dealers will make a market in
the Equity Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity Securities
will be maintained or of the liquidity of the Equity Securities in any markets
made. In addition, the 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.

Unitholders have the option to have their Units rolled over into a new
Aggressive Growth Series at the first Special Redemption Date. Unitholders who
sell or redeem their Units prior to holding such Units for more than 18 months
will not benefit from the reduced federal long-term capital gains tax rate of
20%. For example, Unitholders who elect to become Rollover Unitholders on or
prior to the first Special Redemption Date will not benefit from this reduced
tax rate. Of course, there can be no assurance that Unitholders will realize
capital gains upon the disposition of Units or Securities. Unitholders who
hold Units after the first Special Redemption Date should note that this
rollover process could cause the value of the Trust to fall below the Minimum
Termination Value stated under "Summary of Essential Financial
Information" and could result in a termination of the Trust before the
Mandatory Termination Date. This could cause a Unitholder who holds Units
after the first Special Redemption Date to receive a distribution of Unit
proceeds prior to holding such Units for more than 18 months.

The Trust Agreement authorizes the Sponsor to increase the size of each Trust
and the number of Units thereof by the deposit of additional Securities, or
cash (or a letter of credit) with instructions to purchase additional
Securities, in the Trust and issuance of a corresponding number of additional
Units. If the Sponsor deposits cash, existing and new investors may experience
a dilution of their investments and 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.

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

Unitholders will be unable to dispose of any of the Equity Securities, 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 Trusts and will vote such stocks in accordance with the
instructions of the Sponsor. In the absence of any such instructions by the
Sponsor, the Trustee will vote such stocks so as to insure that the stocks are
voted as closely as possible in the same manner and the same general
proportion as are shares held by owners other than the Trusts.

Banking Issuers. The Banking Trust is concentrated in securities issued by
companies in the banking industry. In view of this, an investment in Units
should be made with an understanding of the problems and risks inherent in the
banking industry in general. Banking institutions are especially subject to
the adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Economic conditions in the real estate markets can have a significant effect
upon banking institutions because they generally have a substantial percentage
of their assets invested in loans secured by real estate. Banking institutions
are subject to extensive federal regulation and, when such institutions are
state-chartered, to state regulation as well. Regulatory actions, such as
increases in the minimum capital requirements applicable to commercial banks
to the FDIC, can negatively impact earnings and the ability of an institution
to pay dividends. Furthermore, neither federal insurance of deposits nor
governmental regulation, however, ensures the solvency or profitability of
banking institutions, or insures against any risk of investment in the
securities issued by such institutions.

Financial institutions and their holding companies are extensively regulated
under federal and state laws. As a result, the business, financial condition
and prospects of banks can be materially affected not only by management
decisions and general economic conditions, but also by applicable statutes and
regulations and other regulatory pronouncements and policies promulgated by
regulatory agencies with jurisdiction over the banks, such as the Board of
Governors of the Federal Reserve System ("FRB" ), the Office of the
Comptroller of the Currency ("OCC" ), the Office of Thrift Supervision
(the "OTS" ), the Federal Deposit Insurance Corporation ("FDIC"
) and the state banking regulators. The effect of such statutes, regulations
and other pronouncements and policies can be significant, cannot be predicted
with a high degree of certainty and can change over time. Furthermore, such
statutes, regulations, and other pronouncements and policies are intended to
protect depositors and the FDIC's deposit insurance funds, not to protect
stockholders. Bank holding companies as well as their subsidiary banks are
subject to enforcement actions by their regulators for regulatory violations.
In addition to compliance with statutory and regulatory limitations and
requirements concerning financial and operating matters, regulated financial
institutions must file periodic and other reports and information with their
regulators and are subject to examination by each of their regulators.

The statutory requirements applicable to and regulatory supervision of bank
holding companies and their subsidiary banks have increased significantly and
have undergone substantial change in recent years. To a great extent, these
changes are embodied in the Financial Institutions Reform, Recovery and
Enforcement Act ("FIRREA" ), enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991 enacted in December
1991, and the regulations promulgated under FIRREA and FDICIA. The impact of
regulations promulgated pursuant to FDICIA on the business and financial
condition and prospects of banks cannot be predicted with certainty. Banks
currently face significant competition from other financial institutions such
as mutual funds, securities and brokerage companies, credit unions, mortgage
banking corporations and insurance companies, and increased competition may
result from broadening national interstate banking powers and liberalization
of certain restrictions on the activities of nonbank subsidiaries of banks.
Many of these competitors are much larger in total assets and capitalization,
have greater access to capital markets and offer a broader array of financial
services than the issuers of the Securities. There can be no assurance that
such issuers will be able to compete effectively in their markets, and the
results of operations could be adversely affected if circumstances affecting
the nature or level of competition change.

Federal legislation has become effective in recent years which serves to
lessen or remove certain legal barriers to interstate banking and branching by
financial institutions. The legislation may result in an increase in the
nationwide consolidation activity occurring among financial institutions by
facilitating interstate bank operations and acquisitions. The legislation
does, however, allow states to "opt out" of interstate branching and
certain states have opted out of the legislation. The effects of changes in
interstate banking cannot be predicted, however, it is likely that there will
be increased competition within the regional banking industry which could have
an adverse impact on certain issuers. In addition, the Federal Reserve Board
has approved applications by bank holding companies to engage, through nonbank
subsidiaries, in certain securities-related activities, provided that the
subsidiaries would not be "principally engaged" in such activities for
purposes of Section 20 of the Glass-Steagall Act. In certain situations,
holding companies may be able to use such subsidiaries to underwrite and deal
in corporate debt and equity securities. The Federal Reserve Board has
recently liberalized the standards used in determining whether a subsidiary is
principally engaged in such activities. From time to time bills have been
introduced in Congress that would remove many of the Glass-Steagall Act
restraints. This and any future liberalization of Glass-Steagall could result
in increased competition which could be have an adverse impact on certain
issuers. The Sponsor makes no prediction as to what, if any, additional bank
regulatory reform might be adopted or what ultimately effect such reform might
have on the Banking Trust's portfolio.

Technology Issuers. The Technology Trust is concentrated in issuers within the
technology industry. A portfolio concentrated in a single industry may present
more risk than a portfolio broadly diversified over several industries. The
Technology Trust, and therefore Unitholders, may be particularly susceptible
to a negative impact resulting from adverse market conditions or other factors
affecting technology issuers because any negative impact on the technology
industry will not be diversified among issuers within other unrelated
industries. Accordingly, an investment in Units should be made with an
understanding of the characteristics of the technology industry and the risks
which such an investment may entail.

Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment,
computer networks, communications systems, telecommunications products,
electronic products, and other related products, systems and services. The
market for technology products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology,
rapid product obsolescence, cyclical market patterns, evolving industry
standards and frequent new product introductions. The success of the issuers
of the Securities depends in substantial part on the timely and successful
introduction of new products. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse affect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the Securities will be able to respond timely to compete in the
rapidly developing marketplace.

The market for certain technology products and services may have only recently
begun to develop, is rapidly evolving and is characterized by an increasing
number of market entrants. Additionally, certain technology companies may have
only recently commenced operations or offered equity securities to the public.
Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is
important to note that following its initial public offering a security is
likely to experience substantial stock price volatility and speculative
trading. Accordingly, there can be no assurance that upon redemption of Units
or termination of a Trust a Unitholder will receive an amount greater than or
equal to the Unitholder's initial investment.

Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have
experienced extreme price and volume fluctuations that often have been
unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the Securities and
therefore the ability of a Unitholder to redeem Units, or roll over Units into
a new trust, at a price equal to or greater than the original price paid for
such Units.

Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the
future suppliers will be able to meet the demand for components in a timely
and cost effective manner. Accordingly, an issuer's operating results and
customer relationships could be adversely affected by either an increase in
price for, or an interruption or reduction in supply of, any key components.
Additionally, many technology issuers are characterized by a highly
concentrated customer base consisting of a limited number of large customers
who may require product vendors to comply with rigorous and constantly
developing industry standards. Any failure to comply with such standards may
result in a significant loss or reduction of sales. Because many products and
technologies are incorporated into other related products, certain companies
are often highly dependent on the performance of other computer, electronics
and communications companies. There can be no assurance that these customers
will place additional orders, or that an issuer of Securities will obtain
orders of similar magnitude as past orders from other customers. Similarly,
the success of certain companies is tied to a relatively small concentration
of products or technologies with intense competition between companies.
Accordingly, a decline in demand of such products, technologies or from such
customers could have a material adverse impact on issuers of the Securities.

FEDERAL TAXATION

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

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

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

2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each 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 (see "Rights of
Unitholders--Reinvestment Option" ).

3. Each Unitholder will have a taxable event when the Trust disposes of a
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 Security held by the
Trust (in proportion to the fair market values thereof on the valuation date
nearest to the date the Unitholder purchases his Units) in order to determine
his initial tax basis for his pro rata portion of each 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 Securities. Unitholders should consult
their own tax advisors 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 by a corporation with respect to a Security held
by the Trust is 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 Security which exceeds such current and
accumulated earnings and profits will first reduce a Unitholder's tax basis in
such Security, and to the extent that such dividends exceed a Unitholder's tax
basis in such 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 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 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 gains and losses for Federal income tax purposes.
In particular, a Rollover Unitholder should be aware that a Rollover
Unitholder's loss, if any, incurred in connection with the exchange of Units
for units in the next new Aggressive Growth Series (the "New Trust" )
will generally be disallowed with respect to the disposition of any Securities
pursuant to such exchange to the extent that such Unitholder is considered the
owner of substantially identical securities under the wash sale provisions of
the Code taking into account such Unitholder's deemed ownership of the
securities underlying the Units in the New Trust in the manner described
above, if such substantially identical securities were acquired within a
period beginning 30 days before and ending 30 days after such disposition.
However, any gains incurred in connection with such an exchange by a Rollover
Unitholder would be recognized. Unitholders should consult their tax advisers
regarding the recognition of 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 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 period
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 Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). For taxpayers
other than corporations, net capital gains (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 period of the capital assets. Capital loss is long-term if the holding
period for the asset is more than one year, and is short-term if the holding
period for the asset is one year or less. Generally, capital gains realized
from assets held for more than one year but not more than 18 months are taxed
at a maximum marginal stated tax rate of 28% and capital gains realized from
assets (with certain exclusions) held for more than 18 months are taxed at a
maximum marginal stated tax rate of 20% (10% in the case of certain taxpayers
in the lowest tax bracket). Further, capital gains realized from assets held
for one year or less are taxed ar the same rates as ordinary income.
Legislation is currently pending that provides the appropriate methodology
that should be applied in netting the realized capital gains and losses. Such
legislation is proposed to be effective retroactively for tax years ending
after May 6, 1997. Note that the date on which a Unit is acquired (i.e., the
"trade date" ) is excluded for purposes of determining the holding
period of the Unit. It should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed.

In addition, please note that capital gains may be recharacterized as ordinary
income in the case of certain financial transactions that are considered "
conversion transactions" effective for transactions entered into after
April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.

If a Unitholder disposes of a Unit he or she is deemed thereby to have
disposed of his entire pro rata interest in all the assets of the Trust
including his pro rata portion of all Securities represented by a Unit. The
Taxpayer Relief Act of 1997 (the "1997 Tax Act" ) includes provisions
that treat certain transactions designed to reduce or eliminate risk of loss
and opportunities for gain (e.g., short sales, 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. Unitholders should consult their
own tax advisors with regard to any such constructive sale 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" . The Unitholder requesting an In Kind
Distribution will be liable for expenses related thereto (the "
Distribution Expenses" ) and the amount of such In Kind Distribution will
be reduced by the amount of the Distribution Expenses. 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 Security owned by the Trust will depend on whether or not
a Unitholder receives cash in addition to Securities. A "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 Securities in exchange for his or her pro rata portion of the
Securities held by the Trust. However, if a Unitholder also receives cash in
exchange for a fractional share of a 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 a Security held by the Trust.

Because the Trust will own many Securities, a Unitholder who requests an In
Kind Distribution will have to analyze the tax consequences with respect to
each 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 Security owned by the Trust. Unitholders who request an In
Kind Distribution are advised to consult their tax advisers in this regard.

As discussed in "Rights of Unitholders--Special Redemption and Rollover in
New Trust," a Unitholder may elect to become a Rollover Unitholder. To the
extent a Rollover Unitholder exchanges his Units for Units of the New Trust in
a taxable transaction, such Unitholder will recognize gains, if any, but
generally will not be entitled to a deduction for any losses recognized upon
the disposition of any Securities pursuant to such exchange to the extent that
such Unitholder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the
New Trust in the manner described above, if such substantially identical
securities were acquired within a period beginning 30 days before and ending
30 days after such disposition under the wash sale provisions contained in
Section 1091 of the Code. In the event a loss is disallowed under the wash
sale provisions, special rules contained in Section 1091(d) of the Code apply
to determine the Unitholder's tax basis in the securities acquired. Rollover
Unitholders are advised to consult their tax advisers.

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 for his
Units. The cost of the Units is allocated among the Securities held in the
Trust in accordance with the proportion of the fair market values of such
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 Security.

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

General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified by the Internal Revenue Service that payments
to the Unitholder are subject to back-up withholding. If the proper taxpayer
identification number and appropriate certification are not provided when
requested, distributions by the Trust to such Unitholder (including amounts
received upon the redemption of Units) will be subject to back-up withholding.
Distributions by the Trust (other than those that are not treated as United
States source income, if any) will generally be subject to United States
income taxation and withholding in the case of Units held by non-resident
alien individuals, foreign corporations or other non-United States persons.
Such persons should consult their tax advisers.

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

It should be noted that payments to the Trust of dividends on Equity
Securities that are attributable to foreign corporations may be subject to
foreign withholding taxes and Unitholders should consult their own 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 purposes
with respect to such taxes. The 1997 Tax Act imposes a required holding period
for such credits. Investors should consult their tax advisers with respect to
foreign withholding taxes and foreign tax credits.

At the termination of the Trust, the Trustee will furnish to each Unitholder a
statement containing information relating to the dividends received by the
Trust on the Securities, the gross proceeds received by the Trust from the
disposition of any Security (resulting from redemption or the sale of any
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.

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.

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

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

TRUST OPERATING EXPENSES

- --------------------------------------------------------------------------
Compensation of Sponsor 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 the Trusts. Such fee (which
is based on the number of Units outstanding on January 1 of each year 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, American Portfolio Evaluation
Services, which is a division of Van Kampen American Capital Investment
Advisory Corp., shall receive for regularly providing evaluation services to
the Trust the annual per Unit evaluation fee set forth under "Summary of
Essential Financial Information" (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) for regularly evaluating the Trust portfolios. The fees set forth
herein 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 and
Other Compensation" .

Trustee's Fee. For its services the Trustee will receive the annual per Unit
fee from the Trusts set forth under "Summary of Essential Financial
Information" (which is based on the number of Units outstanding at the end
of the month of such calculation until the end of the initial offering period
at which time such calculation is based on the number of Units outstanding on
such date). The fees set forth herein are payable as described under "
General" below. The Trustee benefits to the extent there are funds for
future distributions, payment of expenses and redemptions in the Capital and
Income Accounts since these Accounts are non-interest bearing to Unitholders
and the amounts earned by the Trustee are retained by the Trustee. Part of the
Trustee's compensation for its services to the 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 closing documents),
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 one year.
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) accrual of costs associated with liquidating
securities and (h) expenditures incurred in contacting Unitholders upon
termination of the Trust. The fees set forth herein are payable as described
under "General" below.

General. During the initial offering period of each Trust, all of the fees and
expenses of the Trust will accrue on a daily basis and will be charged to the
Trust, in arrears, at the end of the initial offering period. After the
initial offering period, all of the fees and expenses of a Trust will accrue
on a daily basis and will be charged to the Trust, in arrears, on a monthly
basis. The fees and expenses are payable out of the Capital Account. When such
fees and expenses are paid by or owing to the Trustee, they are secured by a
lien on the related Trust's portfolio. If the balance in the Capital Account
is insufficient to provide for amounts payable by a Trust, the Trustee has the
power to sell Equity Securities to pay such amounts. It is expected that the
balance in the Capital Account will be insufficient to provide for amounts
payable by the Trusts and that Equity Securities will be sold from the Trusts
to pay such amounts. These sales may result in capital gains or losses to
Unitholders. See "Federal Taxation" .

PUBLIC OFFERING

- --------------------------------------------------------------------------
General. Units are offered at the Public Offering Price. During the initial
offering period and for secondary market transactions after the initial
offering period 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 total sales charge for a Trust (3.25% of the
Public Offering Price) and the deferred sales charge ($0.225 per Unit). The
monthly deferred sales charge will begin accruing on a daily basis on
April____, 1998 and will continue to accrue through February _____, 1999. The
monthly deferred sales charge will be charged, in arrears, commencing May
_____, 1998 and will be charged on the _____th day of each month thereafter
through February _____, 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. The deferred sales charges will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. The sales
charge applicable to quantity purchases is reduced on a graduated basis to any
person acquiring 2,500 or more Units as follows:

<TABLE>
<CAPTION>
Aggregate Number of Units Percentage of Sales Charge Reduction Per
Purchased* Unit
- --------------------------------- --------------------------------------------
<S> <C>
0.15%
0.30
0.65
2,500-4,999 ..................... 0.90........................................
5,000-9,999 ..................... ............................................
10,000-24,999 ................... ............................................
25,000 or more .................. ............................................
*The breakpoint sales charges are also applied on a dollar basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied
on whichever basis is more favorable to the investor. The 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>

Any 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 purchased qualified 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.

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.

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.

During the initial offering period of the Trusts, unitholders of unaffiliated
unit investment trusts having an investment objective similar to the
investment objective of the Trusts may utilize proceeds received upon
termination or upon redemption immediately preceding termination of such
unaffiliated trust to purchase Units of the Trusts at the Public Offering
Price per Unit less 1%.

During the initial offering period, 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 per Unit less 1%.

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.

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 total sales charge of 3.25% of the Public
Offering Price and the deferred sales charge ($0.225 per Unit) and dividing the
sum so obtained by the number of Units outstanding. The Public Offering Price
per Unit shall include the proportionate share of any cash held in the Income
and Capital Accounts. Such price determination as of the close of the relevant
stock market on the day before the Initial Day 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. Thereafter, the Evaluator on each
business day will appraise or cause to be appraised the value of the
underlying Securities as of the Evaluation Time and will adjust the Public
Offering Price of the Units commensurate with such valuation. Such Public
Offering Price will be effective for all orders received prior to the
Evaluation Time on each such day. Orders received by the Trustee or Sponsor
for purchases, sales or redemptions after that time, or on a day which is not
a business day for a Trust, will be held until the next determination of
price. Unitholders who purchase Units subsequent to the Initial Date of
Deposit will pay an initial sales charge equal to the difference between the
total sales charge and the deferred sales charge ($0.225 per Unit) and will be
assessed a deferred sales charge of $0.225 per Unit as set forth in "Public
Offering--General" . The Sponsor currently does not intend to maintain a
secondary market after _____, 1998.

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 securities
exchange, this evaluation is generally based on the closing sale prices on
that exchange (unless it is determined that these prices are inappropriate as
a basis for valuation) or, if there is no closing sale price on that exchange,
at the closing ask prices. If the Equity Securities are not so listed or, if
so listed and the principal market therefore is other than on the exchange,
the evaluation shall generally be based on the current ask price on the
over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of
current ask prices for comparable securities, (b) by appraising the value of
the Equity Securities on the ask side of the market or (c) by any combination
of the above.

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

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

The Sponsor intends to qualify the Units for sale in a number of states.
Brokers, dealers and others will be allowed a concession or agency commission
in connection with the distribution of Units during the initial offering
period as set forth in the following table. A portion of such concessions or
agency commissions represents amounts paid by the Sponsor to such brokers,
dealers and others out of its own assets as additional compensation.

<TABLE>
<CAPTION>
Aggregate Number of Units per Initial Offering Period Concession or
Trust Purchased* Agency Commission per Unit
- --------------------------------- --------------------------------------------
<S> <C>
1 - 9,999 ....................... 2.25%
10,000 - 24,999...................2.10
25,000 - 49,999...................1.90
50,000 - 99,999.................. 1.75
100,000 or more...................1.40
*The breakpoint concessions, agency commissions or additional payments are
also applied on a dollar basis utilizing a breakpoint equivalent in the above
table of $10 per Unit and will be applied on whichever basis is more
favorable to the investor. The 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>

In addition to the amounts set forth above, any firm that distributes a total
of 500,000-999,999 Units of a Trust during the initial offering period will be
paid additional compensation by the Sponsor of $0.005 per Unit distributed; or
any firm that distributes a total of 1,000,000 or more Units of a Trust during
the initial offering period will be paid additional compensation by the
Sponsor of $0.01 per Unit distributed. Such additional compensation will be
paid at the end of the initial offering period of a Trust.

Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving
Rollover Unitholders, the total concession or agency commission will amount to
1.15% per Unit (or such lesser amount resulting from quantity sales
discounts). For all secondary transactions, the total concession or agency
commission will amount to 2.0% per Unit. In addition to the amounts set forth
above, for transactions involving Unitholders who hold Units after the first
Special Redemption Date the total concession or agency commission will include
an additional 1.0% per Unit which will be paid to the broker, dealer or agent
subsequent to the first Special Redemption Date. Notwithstanding anything to
the contrary herein, the total of any concessions, agency commissions and any
additional compensation allowed or paid to any broker, dealer or other
distributor of Units with respect to any individual transaction, shall in no
case exceed the total sales charge applicable to such transaction.

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 per Trust 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 and Other Compensation. The Sponsor will receive a gross sales
commission equal to 3.25% of the Public Offering Price of the Units less any
reduced sales charge for purchases as described under "General" above.
Any such discount provided to investors will be borne by the selling dealer or
agent.

In addition, the Sponsor will realize a profit or will sustain a loss, as the
case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trusts 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.

Broker-dealers, 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 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 paid fees to qualifying entities for certain
services or activities which are primarily intended to result in sales of
Units of the Trusts. Such payments are made by the Sponsor out of its own
assets, and not out of 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 currently 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 not obligated to do so, the Sponsor currently
intends to maintain a market for the Units offered hereby through _____, 1998
and offer continuously to purchase Units at prices, subject to change at any
time, based upon the aggregate underlying value of the Equity Securities
(computed as indicated under "Offering Price" above and "Rights of
Unitholders--Redemption of Units" ). If the supply of Units exceeds demand
or if some other business reason warrants it, the Sponsor may either
discontinue all purchases of Units or discontinue purchases of Units at such
prices. 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 will be able to dispose of such Units 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
(however, Units sold on or prior to the first Special Redemption Date will not
be assessed the unpaid $0.16 per Unit deferred sales charge remaining after
such date).

Tax-Sheltered Retirement Plans. Units are available for purchase in connection
with certain types of tax-sheltered retirement plans, including Individual
Retirement Accounts for the 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 the Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds from the sales
of Securities to meet redemptions of Units shall be segregated within the
Capital Account from proceeds from the sale of Securities made to satisfy the
fees, expenses and charges of a Trust.

The Trustee will distribute any net income received with respect to any of the
Securities on or about the Income Account Distribution Date to Unitholders of
record on the preceding Record Date. See "Summary of Essential Financial
Information" . Proceeds received on the sale of any Securities, to the
extent not used to meet redemptions of Units, pay the deferred sales charge or
pay expenses, will be distributed 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) nor to make a distribution from
the Income or Capital Accounts unless the amount available for distribution
therein shall equal at least $0.01 per Unit.

The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account. Because
dividends are not received by the 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.

At the end of the initial offering period and each month thereafter, the
Trustee will deduct from the Capital Account amounts necessary to pay the
expenses of the Trust (as determined on the basis set forth under "Trust
Operating Expenses" ). The Trustee also may withdraw from the Income and
Capital Accounts such amounts, if any, as it deems necessary to establish a
reserve for any governmental charges payable out of 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.

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

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

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

Purchases of additional Units made pursuant to the reinvestment plan will be
made at the net asset value for Units as of the Evaluation Time on the related
Income or Capital Distribution Dates. Under the reinvestment plan, a Trust
will pay the Unitholder's distributions to the Trustee which in turn will
purchase for such Unitholder full and fractional Units 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. 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 of a Trust a
statement (i) as to the Income Account: income received, deductions for
applicable taxes and for fees and expenses of the Trust, for redemptions of
Units, if any, and the balance remaining after such distributions and
deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Capital Account: the
dates of disposition of any Securities and the net proceeds received
therefrom, deductions for payment of applicable taxes, fees and expenses of
the Trust held for distribution to Unitholders of record as of a date prior to
the determination and the balance remaining after such distributions and
deductions expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last business
day of such calendar year; (iii) a list of the Securities held by the Trust
and the number of Units outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit based upon the last computation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts, separately
stated, expressed as total dollar amounts.

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

Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286 and, in the case of Units
evidenced by a certificate, by tendering such certificate to the Trustee, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as described above (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 generally
receive in cash (unless the redeeming Unitholder elects an In Kind
Distribution as described below) an amount for each Unit equal to the
Redemption Price per Unit next computed after receipt by the Trustee of such
tender of Units. The "date of tender" is deemed to be the date on
which Units are received by the Trustee, except that with respect to Units
received after the applicable Evaluation Time the date of tender is the next
business day as defined under "Public Offering--Offering Price" and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the redemption price computed on that day. Units redeemed prior
to such time as the entire deferred sales charge has been collected will be
assessed the amount of the remaining deferred sales charge at the time of
redemption.

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

Unitholders tendering 1,000 or more Units for redemption may request from the
Trustee, in lieu of a cash redemption, 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 Securities in book-entry form
to the account of the Unitholder's bank or broker-dealer at Depository Trust
Company. The tendering Unitholder will receive his pro rata number of whole
shares of each of the Securities comprising the related Trust portfolio and
cash from the Capital Account equal to the fractional shares to which the
tendering Unitholder is entitled. The Trustee may adjust the number of shares
of any issue of Securities included in a Unitholder's In Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made on the
basis of the value of Securities on the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee 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 the Trust may be, reduced. Sales may be
required at a time when Securities would not otherwise be sold and may result
in lower prices than might otherwise be realized. The price received upon
redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the portfolio at the time of
redemption. Special federal income tax consequences will result if a
Unitholder requests an In Kind Distribution. See "Federal Taxation" .

The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities, 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 initial sales charge) exceeded the values at which Units
could have been redeemed by the amounts shown under "Summary of Essential
Financial Information" . 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 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, (b) the accrued expenses of the Trust and (c) any unpaid
deferred sales charge payments (however, Unitholders who redeem their Units on
or prior to the first Special Redemption Date will not be assessed the unpaid
$0.16 per Unit deferred sales charge remaining after such date). The Evaluator
may determine the value of the Equity Securities in the following manner: if
the Equity Securities are listed on a national securities exchange, this
evaluation is generally based on the closing sale prices on that exchange
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange, at the
closing bid prices. If the Equity Securities are not so listed or, if so
listed and the principal market therefore is other than on the exchange, the
evaluation shall generally be based on the current bid price on the
over-the-counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.

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

Special Redemption and Rollover in New Trust. It is expected that a special
redemption will be made of all Units held by any Unitholder (a "Rollover
Unitholder" ) who affirmatively notifies the Trustee in writing that he
desires to rollover his Units by either Rollover Notification Date specified
in the "Summary of Essential Financial Information" .

All Units of Rollover Unitholders will be redeemed on the related Special
Redemption Date and the underlying Securities will be distributed to the
Distribution Agent on behalf of the Rollover Unitholders. On the related
Special Redemption Date (as set forth in "Summary of Essential Financial
Information" ), the Distribution Agent will be required to sell all of the
underlying Securities on behalf of Rollover Unitholders. The sales proceeds
will be net of brokerage fees, governmental charges or any expenses involved
in the sales.

The Distribution Agent will attempt to sell the Securities as quickly as is
practicable on the appropriate Special Redemption Date. The Sponsor does not
anticipate that the period will be longer than one day given that the
Securities are usually liquid. However, certain of the factors discussed under
"Risk Factors" could affect the ability of the Sponsor to sell the
Securities and thereby affect the length of the sale period somewhat. The
liquidity of any Security depends on the daily trading volume of the Security
and the amount that the Sponsor has available for sale on any particular day.

The Rollover Unitholders' proceeds will be invested in the then current
Aggressive Growth Series (the "New Trust" ), if then being offered,
which will contain a portfolio of common stocks of aggressive growth companies
and will have an investment objective of obtaining capital appreciation. The
proceeds of redemption will be used to buy New Trust units in the portfolio as
the proceeds become available.

The Sponsor intends to create a New Trust shortly prior to each Special
Redemption Date, dependent upon the availability and reasonably favorable
prices of the securities included in the New Trust portfolio, and it is
intended that Rollover Unitholders will be given first priority to purchase
the New Trust units. There can be no assurance, however, as to the exact
timing of the creation of the New Trust units or the aggregate number of New
Trust units which the Sponsor will create. The Sponsor may, in its sole
discretion, stop creating new units in a trust portfolio at any time it
chooses, regardless of whether all proceeds of the Special Redemption have
been invested on behalf of Rollover Unitholders. Cash which has not been
invested on behalf of the Rollover Unitholders in New Trust units will be
distributed shortly after the Special Redemption Date.

Any Rollover Unitholder may thus be redeemed out of the Trust and become a
holder of an entirely different unit investment trust in the New Trust with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold on the Special
Redemption Date. In accordance with the Rollover Unitholders' offer to
purchase the New Trust units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the New Trust at the public
offering price, including a reduced sales charge.

This process of redemption and rollover into a new trust is intended to allow
for the fact that the portfolios selected by the Sponsor is chosen on the
basis of growth potential only for the near term, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption
and rollover in new unit investment trusts will be available for each
subsequent series of the Trusts.

There can be no assurance that the redemption and rollover in the Aggressive
Growth Series will avoid any negative market price consequences stemming from
the trading of large volumes of securities and of the underlying Securities in
the Aggressive Growth Series. The above procedures may be insufficient or
unsuccessful in avoiding such price consequences. In fact, market price trends
may make it advantageous to sell or buy more quickly or more slowly than
permitted by these procedures. Investors should note that, because aggressive
growth stocks generally experience stock price volatility to a greater extent
than other securities and because the Trust is not a "managed" fund,
there can be no assurance that these procedures will result in advantageous
sales or purchases of securities or that any future rollover will occur at an
advantageous time. See "Trust Administration--Portfolio Administration"
and "Risk Factors" .

It should also be noted that Rollover Unitholders may realize taxable capital
gains on a Special Redemption and Rollover but, in certain circumstances, will
not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in the subsequent Aggressive Growth Series, no cash
would be distributed at that time to pay any taxes. Included in the cash for a
Special Redemption and Rollover will be any amount of cash attributable to the
last distribution of dividend income; accordingly, Rollover Unitholders also
will not have such cash distributed to pay any taxes. See "Federal
Taxation" . Unitholders who do not inform the Distribution Agent that they
wish to have their Units so redeemed and liquidated will not realize capital
gains or losses due to either Special Redemption and Rollover.

The Sponsor may for any reason, in its sole discretion, decide not to sponsor
subsequent Aggressive Growth Series, without penalty or incurring liability to
any Unitholder. If the Sponsor so decides, the Sponsor shall notify the
Unitholders before the Special Redemption Date would have commenced. The
Sponsor may modify the terms of any subsequent Aggressive Growth Series. The
Sponsor may also modify the terms of a Special Redemption and Rollover upon
notice to the Unitholders prior to the related Rollover Notification Date
specified in the related "Summary of Essential Financial Information" .

Pursuant to an exemptive order, each terminating Trust (and the Distribution
Agent on behalf of Rollover Unitholders) can sell Securities to a New Trust if
those Securities continue to meet the related investment strategy of the
respective Series. The exemption will enable each Trust to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities
are principally traded, as certified by the Trustee.

TRUST ADMINISTRATION

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Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any Units
tendered 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 therefore 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 a 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). Proceeds from the sale
of Securities (or any securities or other property received by a Trust in
exchange for Equity Securities) are credited to the Capital Account for
distribution to Unitholders or to pay certain costs or expenses of the Trust.
Except as stated under "Trust Portfolios" for failed securities and as
provided in this paragraph, the acquisition by the Trust of any securities
other than the Securities is prohibited.

As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Securities designated by the Supervisor, or if no
such designation has been made, in its own discretion, for the purpose of
redeeming Units tendered for redemption and the payment of expenses.

To the extent practicable, the Supervisor may (but is not obligated to)
designate Securities to be sold by the Trustee in order to maintain the
proportionate relationship among the number of shares of individual issues of
Equity Securities in a Trust. To the extent this is not practicable, the
composition and diversity of the Equity Securities in a Trust may be altered.
In order to obtain the best price for a Trust, it may be necessary for the
Supervisor to specify minimum amounts (generally 100 shares) in which blocks
of Equity Securities are to be sold. In effecting purchases and sales of a
Trust's portfolio securities, the Sponsor may direct that orders be placed
with and brokerage commissions be paid to brokers, including brokers which may
be affiliated with the Trust, the Sponsor or dealers participating in the
offering of Units. In addition, in selecting among firms to handle a
particular transaction, the Sponsor may take into account whether the firm has
sold or is selling units of unit investment trusts which it sponsors.

Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units (except as provided in the Trust
Agreement). The Trust Agreement may also be amended in any respect by the
Trustee and Sponsor, or any of the provisions thereof may be waived, with the
consent of the holders representing 51% of the Units of a Trust then
outstanding, provided that no such amendment or waiver will reduce the
interest in such 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 Units then outstanding or by the Trustee when the value of the
Equity Securities owned by 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 by the Sponsor, 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 in a Trust 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. At least 30 days before the Mandatory Termination Date the
Trustee will provide written notice of any termination to all Unitholders and
will include with such notice a form to enable Unitholders owning 1,000 or
more Units to request an In Kind Distribution rather than payment in cash upon
the termination of 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 number of whole shares of each of the 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 the Securities
will be paid in cash. Unitholders with less than 1,000 Units, Unitholders with
1,000 or more Units not requesting an In Kind Distribution and Unitholders who
do not elect the Rollover Option 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 Trusts 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 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.

The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent Aggressive Growth Series pursuant to the Rollover Option
(see "Rights of Unitholders--Special Redemption and Rollover in New
Trust" ). There is, however, no assurance that units of any new Aggressive
Growth Series will be offered for sale at that time, or if offered, that there
will be sufficient units available for sale to meet the requests of any or all
Unitholders.

Within 60 days of the final distribution Unitholders will be furnished a final
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 a 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 Trusts 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 Trusts. 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 each Trust.

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

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

OTHER MATTERS

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

Independent Certified Public Accountants. The 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 86:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen American Capital Equity Opportunity Trust, Series 86
as of January 20, 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 irrevocable letters 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 86 as of January 20, 1998, in conformity with
generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
January 20, 1998

<TABLE>
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, Series 86
STATEMENTS OF CONDITION
As of January 20, 1998
<CAPTION>
INVESTMENT IN SECURITIES Banking Technology
Trust Trust
----------- --------------
<S> <C> <C>
Contracts to purchase Securities <F1>...........$ $
Organizational costs <F2>.......................
------------ --------------
Total..........................................$ $
===========================
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--...................................
Accrued organizational costs <F2>..............$ $
Deferred sales charge liability <F3>...........
Interest of Unitholders-- ......................
Cost to investors <F4>.........................
Less: Gross underwriting commission <F4><F5>...
------------ --------------
Net interest to Unitholders <F4>...............
------------ --------------
Total..........................................$ $
===========================

==========
<FN>
<F1>The aggregate value of the Securities listed under each "Portfolio"
herein and their cost to the Trust are the same. The value of the Securities
is determined by Interactive Data Corporation on the bases set forth under
"Public Offering--Offering Price" . The contracts to purchase
Securities are collateralized by letters of credit of $______ and $______ for
the Banking and Technology Trusts, respectively, which have 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 one year. Organizational costs have been
estimated based on a projected Trust size of $______ and $______ for the
Banking and Technology Trusts, respectively. To the extent the Trust is larger
or smaller, the estimate will vary. Securities will be sold to pay
organizational costs.

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

<F4>The aggregate public offering price and the aggregate initial sales charge are
computed on the bases set forth under "Public Offering--General" and
"Public Offering--Sponsor and Other Compensation" and assume all
single transactions involve less than 2,500 Units. For single transactions
involving 2,500 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>
BANKING TRUST, SERIES 1
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 86)
as of the Initial Date of Deposit: January 20, 1998
<CAPTION>
Estimated
Market Value Annual Cost of
Number of per Share Dividends per Securities to
Shares Name of Issuer <F1> <F2> Share <F2> Trust <F2>
- -------------- ---------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Bank of America $ $ $
Bank of New York
BankBoston
Bank United
Pacific Century Financial
Chase Manhattan
Charter One Financial
First Chicago NBD
Fleet Financial
First Union
Golden West
GreenPoint Financial
JP Morgan
Nationsbank
Norwest
Banc One
Republic New York
Washington Mutual
Wells Fargo
Washington Federal
</TABLE>
The above listed Portfolio is subject to change prior to
the Initial Date of Deposit.

<TABLE>
Morgan Stanley High Technology 35 Index Trust, SERIES 1
PORTFOLIO (VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 86)
as of the Initial Date of Deposit: January 20, 1998
<CAPTION>
Estimated
Market Value Annual Cost of
Number of per Share Dividends per Securities to
Shares Name of Issuer <F1> <F2> Share <F2> Trust <F2>
- -------------- ---------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
3Com Corporation $ $ $
America Online
Applied Material
Ascend
Automatic Data
Bay Networks Inc
Cisco Systems
Compaq Computer
Computer Association
Computer Science
Dell Computer
Electronic Arts Inc
Electronic Data System
EMC Corporation
First Data System
Hewlett-Packard
Intel Corporation
International Business Machine
Intuit Inc
Linear Technology Corp
Lucent Technology Inc
Microsoft Corporation
Motorola Inc.
Netscape Communication
Oracle Corporation
Parameter Technology
Peoplesoft Inc.
Seagate Technology Inc.
SGS Thomson Microsystem
Solectron Corporation
Sun Microsystems
Tellabs Inc.
Texas Instrument
Xilinx Inc.
Yahoo Inc
</TABLE>
The above listed Portfolio is subject to change prior to
the Initial Date of Deposit.

NOTES TO PORTFOLIOS

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

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, 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 19, 1998 and are
expected to settle on January 22, 1998. (see "The Trust" ).

The market value of each of the Equity Securities is based on the closing sale
price of each listed Security on the applicable exchange, or on the asked
price if not so listed, on the day prior to the Initial Date of Deposit.
Estimated annual dividends are based on the most recently declared dividends.
Other information regarding the Securities, as of the Initial Date of Deposit,
is as follows:

<TABLE>
<CAPTION>
Aggregate Aggregate Bid
Profit (Loss) To Estimated Price of
Cost To Sponsor Sponsor Annual Dividends Securities
------------------- --------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Banking Trust $ $ $ $
Technology Trust
</TABLE>

An affiliate of the Sponsor may have participated as issuer, sole underwriter,
managing underwriter or member of an underwriting syndicate in a public
offering of one or more of the stocks in the 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>
TABLE OF CONTENTS

<CAPTION>
Title Page
<S> <C>
Summary of Essential Financial Information........... 5
The Trusts........................................... 8
Objectives and Securities Selection.................. 9
Trust Portfolios..................................... 12
Risk Factors......................................... 13
Federal Taxation..................................... 17
Trust Operating Expenses............................. 21
Public Offering...................................... 22
Rights of Unitholders................................ 27
Trust Administration................................. 33
Other Matters........................................ 37
Report of Independent Certified Public Accountants... 38
Statements of Condition ............................. 39
Portfolios........................................... 40
Notes to Portfolios.................................. 42
</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.

When Units of the Trusts are no longer available, or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as
a preliminary prospectus for a future series; in which case investors should
note the following:

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

PROSPECTUS
January 20, 1998
Van Kampen American Capital Equity Opportunity Trust, Series 86
Aggressive Growth Series

Banking Trust, January 1998 Series
Technology Trust, January 1998 Series

A Wealth of Knowledge A Knowledge of Wealth

VAN KAMPEN AMERICAN CAPITAL

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this Prospectus for future reference.
Contents Of Registration Statement

This Registration Statement comprises the following papers and documents:

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

The following exhibits:

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

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

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

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

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

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

Signatures

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
86 has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Chicago and
State of Illinois on the 31st day of December, 1997.

Van Kampen American Capital Equity
Opportunity Trust, Series 86
(Registrant)

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

Gina Costello
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 31, 1997 by the
following persons who constitute a majority of the Board of Directors of
Van Kampen American Capital Distributors, Inc.

Signature Title

Don G. Powell Chairman and Chief Executive )
Officer )

William R. Molinari President and Chief Operating )
Officer

Ronald A. Nyberg Executive Vice President and )
General Counsel

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

Gina 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.