VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 105, 487, 1998-07-07

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 105
487, 1998-07-07

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<PAGE>

MEMORANDUM OF CHANGES
VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105

The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of Van
Kampen American Capital Equity Opportunity Trust, Series 105 on July 7, 1998. An
effort has been made to set forth below each of the major changes and also to
reflect the same by blacklining the marked counterparts of the Prospectus
submitted with the Amendment.

Pages 2-3. The "Summary of Essential Financial Information" and "Fee
Table" sections have been completed.

Pages 4-9. Certain revisions have been made and each "Portfolio" and
the notes thereto has been completed.

Pages 10-15. The descriptions of the portoflio securities have been
completed.

Pages 16-17. The Report of Independent Certified Public Accountants'
and Statements of Condition have been completed.

<PAGE>

FILE NO. 333-57489
CIK #1025251

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

Amendment No. 1
to
Form S-6

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

A. Exact Name of Trust: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST,
SERIES 105

B. Name of Depositor: VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

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

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

D. Name and complete address of agents for service:

CHAPMAN AND CUTLER VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
Attention: Mark J. Kneedy Attention: Don G. Powell, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181

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

F. Approximate date of proposed sale to the public:

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

/ X / Check box if it is proposed that this filing will become effective at
- ---- 2:00 p.m. on July 7, 1998 pursuant to Rule 487.

<PAGE>

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 105

CROSS REFERENCE SHEET

PURSUANT TO RULE 404(C) OF REGULATION C
UNDER THE SECURITIES ACT OF 1933
(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION
1 AS TO PROSPECTUS ON FORM S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

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

4. Name and address of principal ) *
underwriter

5. Organization of trust ) The Trusts

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

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *

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

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

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

12. Certain information regarding ) *
periodic payment certificates )

13. (a) Loan, fees, charges and expenses ) Prospectus Front Cover Page
) Summary of Essential Financial
) Information
) Trust 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 ) 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 Administration
23. Bonding arrangements ) *

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

III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) *

27. Business of Depositor ) Trust Administration

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

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

31. Compensation of Officers of ) *
Depositor )

32. Compensation of Directors ) *

33. Compensation to Employees ) *

34. Compensation to other persons ) *

IV. DISTRIBUTION AND REDEMPTION OF SECURITIES

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

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

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

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

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

40. Certain fees received by ) *
principal underwriter )

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

(b) Branch offices or principal ) *
underwriter )

42. Ownership of securities of ) *
the trust )

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

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

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

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

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of ) Trust Administration
Trustee )

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

50. Trustee's lien ) Trust Operating Expenses

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's ) Cover Page
securities ) Trust Operating Expenses

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

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

(d) Trustamental policy not ) *
otherwise covered )

53. Tax Status of trust ) 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

<PAGE>

VAN KAMPEN AMERICAN CAPITAL

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105

GREAT INTERNATIONAL FIRMS TRUST, SERIES 5
BRAND NAME EQUITY TRUST, SERIES 6

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

Van Kampen American Capital Equity Opportunity Trust, Series 105 includes
the unit investment trusts described above (the "Trusts"). The Great
International Firms Trust seeks to increase the value of your investment by
investing in a globally-diversified portfolio of common stocks of blue chip
international companies. The Brand Name Equity Trust seeks to increase the value
of your investment and provide dividend income by investing in a portfolio of
common stocks of non-durable goods companies. Of course, we cannot guarantee
that a Trust will achieve its objective.

The Units are not deposits or obligations of any bank or government agency
and are not guaranteed.

JULY 7, 1998

YOU SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

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

The Securities and Exchange Commission has not approved or disapproved of
the Units or passed upon the adequacy or accuracy of this prospectus. Any
contrary representation is a criminal offense.

<TABLE>
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
JULY 7, 1998
<CAPTION>

GREAT BRAND
INTERNATIONAL NAME
FIRMS EQUITY
PUBLIC OFFERING PRICE TRUST TRUST
------------ ------------
<S> <C> <C>
Aggregate value of Securities per Unit (1) $ 9.90 $ 9.90
Sales charge 0.45 0.45
Less deferred sales charge 0.35 0.35
Public offering price per Unit (2) $ 10.00 $ 10.00

TRUST INFORMATION
Initial number of Units (3) $ 29,984 $ 15,094
Aggregate value of Securities (1) $ 296,839 $ 149,427
Estimated initial distribution per Unit (4) $ .02 $ .01
Estimated annual dividends per Unit (4) $ 0.11628 $ .12611
Redemption price per Unit (5) $ 9.53 $ 9.55

GENERAL INFORMATION
Initial Date of Deposit July 7, 1998
Mandatory Termination Date July 7, 2003
Record Dates Tenth day of March, June,
September and December
Distribution Dates Twenty-fifth day of March, June
September and December
</TABLE>

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

(1)Each Security is valued at the last closing sale price on its principal
trading exchange or at the last asked price if not listed. You will bear all
or a portion of the expenses incurred in organizing and offering your Trust.
The Public Offering Price includes the estimated amount of these costs. The
Trustee will deduct these expenses from your Trust at the end of the initial
offering period (approximately three months). The estimated amount for each
Trust is described on the next page.

(2)The Public Offering Price will include any accumulated dividends or cash in
the Income or Capital Accounts of a Trust.
(3)At the Evaluation Time on the Initial Date of Deposit, the number of Units
may be adjusted so that the Public Offering Price per Unit equals $10. The
number of Units and fractional interest of each Unit in a Trust will increase
or decrease to the extent of any adjustment.
(4)This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".
The initial distribution is expected to occur in December 1998 for the Great
International Firms Trust and in September 1998 for the Brand Name Equity
Trust.

(5)The redemption price is reduced by any remaining deferred sales charge. See
"Rights of Unitholders--Redemption of Units". The redemption price includes
the estimated organizational and offering costs. The redemption price will
not included these costs after the initial offering period.

<TABLE>
FEE TABLE
<CAPTION>
GREAT BRAND
INTERNATIONAL NAME
FIRMS EQUITY
TRANSACTION FEES (AS % OF OFFERING PRICE) TRUST TRUST
-------- --------
<S> <C> <C>
Initial sales charge (1).............................................. 1.00% 1.00%
Deferred sales charge (2)............................................. 3.50% 3.50%
-------- --------
Maximum sales charge.................................................. 4.50% 4.50%
======== ========
Maximum sales charge on reinvested dividends.......................... 3.50% 3.50%
======== ========

ESTIMATED ORGANIZATIONAL COSTS PER UNIT (3)........................... $ 0.03843 $ 0.02616
======== ========

ESTIMATED ANNUAL EXPENSES PER UNIT
Trustee's fee and operating expenses.................................. $ 0.01361 $ 0.01107
Supervisory and evaluation fees....................................... $ 0.00500 $ 0.00500
-------- --------
Estimated annual expenses per Unit.................................... $ 0.01861 $ 0.01607
======== ========
ESTIMATED COSTS OVER TIME
One year.............................................................. $ 49 $ 50
Three years........................................................... $ 53 $ 54
Five years............................................................ $ 57 $ 58
Ten years............................................................. N/A N/A

</TABLE>

This fee table is intended to assist you in understanding the costs that you
will bear and to present a comparison of fees. The "Estimated Costs Over Time"
example illustrates the expenses you would pay on a $1,000 investment assuming a
5% annual return and redemption at the end of each period. This example assumes
that all distributions are reinvested at the end of each year. Of course, you
should not consider this example a representation of actual past or future
expenses or annual rate of return which may differ from those assumed for this
example. The sales charge and expenses are described under "Public Offering" and
"Trust Operating Expenses".

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

(1)The initial sales charge is the difference between the maximum sales charge
and the deferred sales charge.
(2)The deferred sales charge is actually equal to $0.35 per Unit. This amount
will exceed the percentage above if the Public Offering Price per Unit falls
below $10 and will be less than the percentage above if the Public Offering
Price per Unit exceeds $10. The deferred sales charge accrues daily and is
assessed from November 7, 1998 through July 7, 1999.
(3)You will bear all or a portion of the expenses incurred in organizing and
offering your Trust. The Trustee will deduct the actual amount of these
expenses from your Trust at the end of the initial offering period.

GREAT INTERNATIONAL FIRMS TRUST, SERIES 5

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

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

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

TOTAL RETURN TOTAL RETURN
TOP PERFORMING MARKET UNITED STATES MARKET
---------------------- --------------------

1986 112.77% (Spain) 13.42%
1987 55.96% (Finland) 0.61%
1988 50.19% (Denmark) 11.64%
1989 101.12% (Austria) 26.91%
1990 5.99% (United Kingdom) (5.59%)
1991 42.77% (Hong Kong) 27.17%
1992 27.42% (Hong Kong) 4.16%
1993 109.91% (Hong Kong) 7.02%
1994 51.29% (Finland) (0.85%)
1995 42.42% (Switzerland) 34.74%
1996 41.27% (Spain) 22.90%
1997 44.84% (Switzerland) 33.10%

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

<TABLE>
PORTFOLIO
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CURRENT COST OF
NUMBER MARKET VALUE DIVIDEND SECURITIES
OF SHARES NAME OF ISSUER (1) PER SHARE (2) YIELD (3) TO TRUST (2)
- ----------- ----------------------------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
179 Azko Nobel, N.V. $ 55.585 1.59% $ 9,949.80
48 Alcatel Aslthom 208.923 0.77 10,028.32
86 Axa 117.715 1.07 10,123.48
1,000 Bank of Tokyo - Mitsubishi, Limited 10.611 0.49 10,610.82
520 Bass Plc 18.305 2.91 9,518.38
188 Bayer AG 52.283 1.81 9,829.18
891 British Airways Plc 11.233 2.57 10,009.02
655 British Petroleum Company Plc 14.675 2.67 9,611.99
780 British Telecom 12.930 2.56 10,085.05
118 Deutsche Bank AG 81.461 1.10 9,612.38
368 Deutsche Lufthansa AG 27.384 1.63 10,077.18
593 Electrolux AB 17.261 1.52 10,235.52
328 Glaxo Wellcome 30.103 1.96 9,873.92
607 Imperial Chemical Industries Plc 15.814 3.32 9,598.92
2,000 Komatsu, Limited 4.888 0.99 9,775.94
18 L'oreal 571.946 0.39 10,295.03
96 Mannesman AG 108.044 0.46 10,372.22
164 Metro AG 61.613 1.61 10,104.57
5 Nestle SA 2,227.037 0.83 11,135.18
1,230 News Corporation, Limited 8.042 0.20 9,892.11
133 Nokia 78.300 0.74 10,413.84
6 Novartis 1,679.470 0.78 10,076.82
113 Phillips Electronics 87.908 0.95 9,933.64
875 Reuters Group Plc 10.750 2.18 9,406.29
178 Royal Dutch Petroleum Company 55.292 2.33 9,841.91
17 SAP AG 574.173 0.24 9,760.95
100 Sony Corporation 85.058 0.36 8,505.78
2,000 Toshiba Corporation 4.146 1.46 8,291.71
390 Toyota Motor Corporation 25.118 0.53 9,795.92
122 Unilever NV 82.570 1.12 10,073.56
---------- -------------
13,808 $ 296,839.43
========== =============
</TABLE>

See "Notes to Portfolios".

BRAND NAME EQUITY TRUST, SERIES 6

The Trust seeks to provide the potential for capital appreciation and income,
consistent with the preservation of invested capital. We attempted to select a
portfolio of leading brand name companies that provide the potential for growth
at sustainably higher rates than the general stock market for an extended period
of time. In selecting the Securities, we considered the following factors, among
others: (a) the issuer's position within the industry, (b) breadth and stability
of the issuer's business base and (c) growth potential.

Most of the products produced by the issuers in the Trust are consumable
products used around the world. We believe that global demographics provide the
potential for growth in these products in excess of overall economic growth. The
companies in the Trust are generally leaders in their field. We believe these
leadership positions should be sustained given the stability of the markets
generally and the strength of these companies. In addition, we attempted to
select companies with superior management which can help the company maintain a
leadership position within its market. We attempted to select companies which
exhibit attractive balance sheets, strong cash flow and above-average returns on
investment. Exploitation of the attractive product markets requires investment
to drive future growth. Debt capacity and cash flow may help to provide a
company the ability to reinvest in the business. A high return on investment
(and return on equity) may provide the potential for high growth rates from
reinvestment.

are industry leaders in domestic and international markets. They are
established, well-managed, financially strong and proven performers. Many
companies have undertaken restructuring and expansion projects which have
increased their profit potential. As large companies, they are able to provide
their brands with a great deal of support, including large advertising budgets,
research and development prowess, effective distribution and promotional
efforts, exposure to international markets and expansion to capitalize on growth
opportunities in developing countries. We believe that as cost differences
between brand name and generic products shrink, consumers may pay a premium for
products they recognize and believe to be of better quality.

Pharmaceutical Industry. Pharmeceutical companies have historically
provided significant growth opportunities. Pharmaceutical companies develop,
manufacture and sell prescription and over-the-counter drugs. They are well
known for the significant amounts of money they spend on research and
development. As the population of the United States ages, pharmaceutical
companies will continue to develop new drugs through advanced technologies and
diagnostics. These companies are involved in the development and distribution of
drugs and vaccines world-wide. These activities may make the pharmaceutical
sector attractive for investors seeking growth.

<TABLE>
PORTFOLIO
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CURRENT COST OF
NUMBER MARKET VALUE DIVIDEND SECURITIES
OF SHARES NAME OF ISSUER (1) PER SHARE (2) YIELD (3) TO TRUST (2)
- ----------- ----------------------------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
90 American Home Products Corporation $ 51.625 1.67% $ 4,646.25
96 Anheuser Busch Companies, Inc. 48.313 2.15 4,638.00
58 Avon Products, Inc. 81.125 1.68 4,705.25
# 74 Benckiser NV 62.625 0.00 4,634.25
79 Bestfoods 58.563 1.54 4,626.44
39 Bristol-Myers Squibb Company 119.500 1.31 4,660.50
48 Clorox Company 96.750 1.32 4,644.00
54 Coca-Cola Company 86.750 0.69 4,684.50
52 Colgate-Palmolive Company 91.125 1.21 4,738.50
78 Gillette Company 60.563 0.84 4,723.88
83 H.J. Heinz 56.625 2.23 4,699.88
65 Hershey Foods Corporation 71.875 1.22 4,671.88
64 Johnson & Johnson 72.375 1.38 4,632.00
122 Kellogg Company 38.500 2.34 4,697.00
116 Mattel, Inc. 40.313 0.79 4,676.25
64 McDonald's Corporation 73.625 0.49 4,712.00
122 Nabisco Holdings Corporation 38.438 1.82 4,689.38
+ 43 Nestle, SA 111.480 0.85 4,793.65
88 Nike, Inc. 51.563 0.93 4,537.50
107 PepsiCo, Inc. 43.000 1.21 4,601.00
116 Phillip Morris Companies, Inc. 40.000 4.00 4,640.00
50 Procter & Gamble Company 94.000 1.07 4,700.00
84 Quaker Oats Company 55.563 2.05 4,667.25
41 Ralston-Ralston Purina Group 113.500 1.06 4,653.50
92 Revlon, Inc. 51.000 0.00 4,692.00
80 Sara Lee Corporation 58.188 1.58 4,655.00
48 Schering-Plough Corporation 98.000 0.90 4,704.00
+ 56 Unilever NV 83.563 1.15 4,679.50
44 Walt Disney Company 105.813 0.60 4,655.75
63 Warner-Lambert Company 74.188 0.86 4,673.81
205 Wendy's International, Inc. 22.563 1.06 4,625.31
46 Wm. Wrigley Jr. Company 101.500 0.79 4,669.00
- ----------- -------------
2,467 $ 149,427.23
=========== =============
</TABLE>

See "Notes to Portfolios".

NOTES TO PORTFOLIOS

(1) The Securities are initially represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited with
the Trustee. Contracts to acquire Securities were entered into on July 6, 1998
and have settlement dates ranging from July 8, 1998 to July 31, 1998 (see "The
Trusts").

(2) The market value of each Security is based on the closing sale price on
the applicable exchange on the day prior to the Initial Date of Deposit or the
last asked price if not listed on an exchange. Other information regarding the
Securities, as of the Initial Date of Deposit, is as follows:

PROFIT
COST TO (LOSS) TO
SPONSOR SPONSOR
-------------- --------------
Great International Firms Trust $ 297,446 $ (607)
Brand Name Equity Trust $ 149,439 $ (12)

"+" indicates that the stock is held in the form American Depositary Receipts or
similar receipts.
"#" indicates that the stock is a U.S. dollar-denominated foreign common stock.

(3)Current Dividend Yield for each Security is based on the estimated annual
dividends per share and the Security's market value as of the close of trading
on the day prior to the Initial Date of Deposit. Estimated annual dividends per
share are calculated by annualizing the most recently declared dividends or by
adding the most recent interim and final dividends declared and reflect any
foreign withholding taxes.

THE SECURITIES. A brief description of each of the issuers of the
Securities is listed below. Please refer to each "Portfolio" for a list of the
Securities included in each Trust.

GREAT INTERNATIONAL FIRMS TRUST

Akzo Nobel N.V. Akzo Nobel N.V. produces and markets healthcare products,
coatings, chemicals, and fibers. The company provides chemicals, man-made
fibers, paints, enamels and salts, ethical drugs, veterinary products, hospital
supplies, and diagnostic products. Geographically, Akzo Nobel's activities are
largely concentrated in Europe and the United States.

Alcatel Alsthom. Alcatel Alsthom develops, produces and distributes
telecommunications equipment and systems for public network, business, and
residential applications. The company also manufactures equipment for electrical
power generation, transmission and distribution networks, and railway
transportation. In addition, Alcatel is active in shipbuilding, electrical
engineering, and the production of batteries.

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

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

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

Bayer AG. Bayer AG manufactures a variety of industrial chemicals and
polymers, as well as human and animal health care products, pharmaceuticals, and
agricultural crop protection agents. The company also produces photographic and
imaging products and systems. Bayer markets its products to the automotive,
electronic, medical, construction, farming, textile, utility, and printing
enterprises worldwide.

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

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

British Telecommunications Plc. British Telecommunications Plc provides
telecommunications services. The company provides local and long-distance
telephone call products and services in the United Kingdom, telephone exchange
lines to homes and businesses, international telephone calls to and from the
United Kingdom and telecommunications equipment for customers' premises. British
Telecommunications has operations internationally.

Deutsche Bank AG. Deutsche Bank AG provides a broad range of banking,
investment, fund management, securities, credit card, mortgage, leasing, and
insurance services worldwide. The company provides its services to retailers and
private clients, corporations and financial institutions, as well as
multi-national conglomerates. Deutsche also offers a variety of financial
consulting and advisory services.

Deutsche Lufthansa AG. Deutsche Lufthansa AG provides passenger and cargo
airline services for transportation worldwide. The company offers flight and
connection programs in cooperation with "Star Alliance" airline partners from
North America, Scandinavia, and Asia. Lufthansa also provides travel agency,
catering and maintenance services, as well as travel insurance programs.

Electrolux AB. Electrolux AB manufactures appliances and outdoor products.
The company produces household and commercial appliances, such as refrigerators,
ovens, washing machines, vacuum cleaners, and other floor care machines.
Electrolux also makes chain saws, lawn mowers, and weed eaters. Some of the
brand names used are "Frigidaire," "Husqvarna" and "Poulan/Weed Eater." The
company operates worldwide.

Glaxo Wellcome Plc. Glaxo Wellcome Plc researches, develops, manufactures,
and markets pharmaceuticals. Over 50% of the company's sales are derived from
"Zantac," an anti-ulcer drug. In the United States, Glaxo, Inc. researches,
develops and produces prescription medicines that treat gastrointestinal,
respiratory, infectious and cardiovascular diseases. The company also produces
AZT for the treatment of AIDS.

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

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

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

Mannesmann AG. Mannesmann AG designs and manufactures a wide range of
industrial products, production machinery, and assembly systems, as well as
telecommunication gears and equipment. The company provides car instruments,
electronics, plastic and mechanical parts to car manufacturers; produces and
trades various steel pipes and sells traffic control systems, as well as
engineers production plants worldwide.

Metro AG. Metro AG operates a range of stores that provide a variety of
wholesale goods, food stores and supermarkets, do-it-yourself building centers,
and clothing stores. It merged its operations with Kaufhof Holding AG, Asko
Deutsche Kaufhaus AG, and Deutsche SB-Kauf AG in July of 1996. Its stores are
located in Germany, Luxembourg, Austria, Switzerland, and other European
countries.

Nestle SA. Nestle SA is a consumer packaged goods company. The company has
subsidiaries that produce and sell beverages, milk products, culinary products,
frozen food, chocolate, ready-to-eat dishes, refrigerated products, food service
products, pet food, pharmaceuticals, and cosmetics. Nestle has 495 production
facilities in approximately 77 countries.

News Corporation Limited. News Corporation Limited is an international
media company. The company's operations include the production and distribution
of motion pictures and television programming; television, satellite, and cable
broadcasting; and the publication of newspapers, magazines, books, and
promotional inserts.

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

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

Philips Electronics N.V. Philips Electronics N.V., through subsidiaries,
manufactures lighting, consumer electronics, music and film, multimedia devices,
domestic appliances, and personal care items, semi-conductors, medical devices,
communications systems, and industrial electronics. The company sells its
products worldwide.

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

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

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

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

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

Toyota Motor Corporation. Toyota Motor Corporation produces, sells, leases,
and repairs passenger cars, trucks, buses, boats, airplanes, and other products
in Japan and most foreign countries. The company is also involved in the
businesses of real estate, civil engineering, insurance, and other businesses.

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

BRAND NAME EQUITY TRUST

American Home Products Corporation. American Home Products Corporation
discovers, develops, manufactures, distributes, and sells health care products
and agricultural products. Health care products include branded and generic
ethical pharmaceuticals, biologicals, nutritionals, consumer health care
products, and animal pharmaceuticals. Agricultural products include crop
protection and pest control products.

Anheuser-Busch Companies, Inc. Anheuser-Busch Companies, Inc., through its
subsidiaries, brews beer, produces and acquires brewing raw materials,
manufactures and recycles aluminum beverage containers, and operates theme
parks. The company primarily produces and distributes beer under the
"Budweiser", "Michelob", "Busch", and other names. Anheuser-Busch owns nine
theme parks located in Florida, Texas, Ohio, and California.

Avon Products, Inc. Avon Products, Inc. is a worldwide manufacturer and
direct-seller of beauty products, fashion jewelry, and prestige fragrances. The
company markets its products to consumers in 130 countries through approximately
2.6 million independent representatives. Avon also offers gift and decorative
products such as ceramics, glassware, collectibles and ornaments.

Benckiser NV. Benckiser NV is an international producer and supplier of
cleaning and washing agents. The company manufactures household cleansers,
dishwashing detergents, water softeners, laundry additives, and special cleaning
agents. Products include brands such as; "Calgon" water softener and "Vanish"
stain remover. Other products include "Calgonite", "Finish", "Cling Free", and
"Jet Dry".

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

Bristol-Myers Squibb Company. Bristol-Myers Squibb Company, a diversified
worldwide health and personal care company, manufactures and markets
pharmaceuticals, consumer medicines, beauty care products, nutritionals, and
medical devices. The company's products include over-the-counter medications,
orthopedic devices, ostomy care and wound management products, nutritional
supplements, and other products.

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

Coca-Cola Company. Coca-Cola Company manufactures, markets, and distributes
soft drink concentrates and syrups. The company manufactures and sells soft
drink and non-carbonated beverages, including fountain syrups, some finished
beverages, and certain juice and juice-drink products. Coca-Cola sells its
concentrates and syrups for bottled and canned beverages to authorized bottling
and canning operations.

Colgate-Palmolive Company. Colgate-Palmolive Company, a global consumer
products company, manufactures oral care, personal care, household care, and pet
nutrition products. The company owns and leases 346 manufacturing, distribution,
research, and office facilities worldwide. Products are marketed under the
"Colgate", "Palmolive", "Mennen", "Ajax", "Fab", "Science Diet," and other
names.

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

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

Hershey Foods Corporation. Hershey Foods Corporation manufactures,
distributes, and sells consumer food products. The company produces and
distributes a line of chocolate and non-chocolate confectionery, grocery, and
pasta products. Hershey's customers include grocery wholesalers, chain grocery
stores, candy distributors, mass merchandisers, and drug stores throughout the
United States, Canada, and Mexico.

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

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

Mattel, Inc. Mattel, Inc. designs, manufactures and markets children's
toys. The company's core product lines includes "Barbie", "Fisher-Price",
"Disney", and "Hot Wheels" toys and accessories. Mattel markets its products
around the world.

McDonald's Corporation. McDonald's Corporation develops, operates,
franchises, and services a worldwide system of restaurants. These restaurants
prepare, assemble, package, and sell a limited menu of quickly-prepared,
moderately-priced foods. There are over 22,000 restaurants in the United States
and 109 countries worldwide. Food items include hamburgers, chicken, salads,
breakfast foods, and beverages.

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

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

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

Philip Morris Companies, Inc. Philip Morris Companies, Inc. is a consumer
packaged goods company. The company operates through five subsidiaries. Philip
Morris' products include "Bull's-Eye", "Breakstone's", "Kraft", "Cambridge" and
"Marlboro" cigarettes, "Cracker Barrel" and "Polly-O" cheeses, "Crystal Light",
"Maxwell House", and "Miller", "Milwaukee's Best", and "Meister Brau" beer.

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

Quaker Oats Company, Quaker Oats Company markets and manufactures food and
beverages internationally. The company's major brands include "Quaker" cereals
and grain-based snacks; "Cap'n Crunch" and "Life" cereals; "Aunt Jemima" mixes
and syrup; "Rice-A-Roni", "Pasta Roni", and "Near East" side dishes; and
"Gatorade" thirst quenchers.

Ralston-Ralston Purina Group. Ralston-Ralston Purina Group consists of two
businesses worldwide. Ralston Purina Pet Products produces dry dog, and dry and
soft-moist cat foods. Eveready Battery Company, Inc. manufactures dry cell
batteries and flashlights.

Revlon, Inc. Revlon, Inc. manufactures and sells a wide variety of beauty
products throughout the world. The company's brands include "Revlon",
"ColorStay", "Age Defying", "Almay", "Ultima II", "Charlie", and "Flex". Revlon
brands are sold in approximately 175 countries and territories.

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

Schering-Plough Corporation. Schering-Plough Corporation, through its
subsidiaries, discovers, develops, manufactures, and markets pharmaceutical and
health care products worldwide. The company currently markets
allergy/respiratory products, anti-infective and anticancer products,
dermatologicals, cardiovasculars, animal health products, sun care products,
over-the-counter drugs, and other health care products.

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

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

Wendy's International, Inc. Wendy's International, Inc. operates, develops,
and franchises a system of fast food restaurants. The company's restaurants
offer hamburgers, salads, chicken sandwiches. Wendy's operates or franchises
approximately 5,133 "Wendy's" and "Tim Hortons" restaurants in the United States
and 34 countries and territories.

Wm. Wrigley Jr. Company. Wm. Wrigley Jr. Company manufactures chewing gum.
The company sells its gum under the brand names "Wrigley's Spearmint",
"Doublemint", "Juicy Fruit", and "Big Red". Other brand names include
"Freedent", "Orbit", and "Hubba Bubba", among others. Wrigley sells its products
in over 140 countries.

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 105:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen American Capital Equity Opportunity Trust, Series 105
as of July 7, 1998. The statements of condition and portfolios are the
responsibility of the Sponsor.

Our responsibility is to express an opinion on such financial statements
based on our audit.

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

We believe our audit provides a reasonable basis for our opinion. In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Van Kampen American Capital Equity
Opportunity Trust, Series 105 as of July 7, 1998, in conformity with generally
accepted accounting principles.

GRANT THORNTON LLP
Chicago, Illinois
July 7, 1998

<TABLE>
STATEMENTS OF CONDITION
AS OF JULY 7, 1998
<CAPTION>

GREAT
INTERNATIONAL BRAND NAME
FIRMS EQUITY
INVESTMENT IN SECURITIES TRUST TRUST
-------------- --------------
<S> <C> <C>
Contracts to purchase Securities (1) $ 296,839 $ 149,427
-------------- --------------
Total $ 296,839 $ 149,427
============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 1,152 $ 395
Deferred sales charge liability (3) 10,494 5,283
Interest of Unitholders--
Cost to investors (4) 299,840 150,940
Less: Gross underwriting commission and organizational costs (2)(4)(5) 14,647 7,191
-------------- --------------
Net interest to Unitholders (4) 285,193 143,749
-------------- --------------
Total $ 296,839 $ 149,427
============== ==============

</TABLE>
- --------------------------------------------------------------------------------
(1)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 separate irrevocable letters of
credit which have been deposited with the Trustee.

(2)A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing a Trust. The
amount of these costs are set forth in the "Fee Table." A distribution will
be made as of the close of the initial offering period to an account
maintained by the Trustee from which this obligation of the investors will be
satisfied.

(3)Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".
(4)The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering--Offering Price".
(5)Assumes the maximum sales charge.

THE TRUSTS
- --------------------------------------------------------------------------------

The Trusts were 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 portfolios of actively traded equity securities. A
Trust may be an appropriate medium for investors who desire to participate in a
portfolio of common stocks with greater diversification than they might be able
to acquire individually.

On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Trustee. In
exchange for these contracts the Trustee delivered to the Sponsor documentation
evidencing the ownership of Units of the Trusts. Unless otherwise terminated as
provided in the Trust Agreement, the Trusts will terminate on the Mandatory
Termination Date and any remaining Securities will be liquidated or distributed
by the Trustee within a reasonable time. As used in this Prospectus the term
"Securities" means the securities (including contracts to purchase these
securities) listed in "Portfolio" for each Trust and any additional securities
deposited into each Trust.

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, the aggregate value of the Securities will be increased and
the fractional undivided interest represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits into a Trust following the
Initial Date of Deposit provided that the additional deposits will be in amounts
which will maintain, as nearly as practicable, the same percentage relationship
among the number of shares of each Security in the Trustportfolio that existed
immediately prior to the subsequent deposit (except that these deposits will be
in amounts which maintain, as nearly as practicable, equal amounts of each
Security based on market value for the Great International Firms Trust).
Investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the Securities
between the time of the deposit and the purchase of the Securities and because
the Trusts will pay the associated brokerage or acquisition fees.

Each Unit of a Trust initially offered represents an undivided interest in
that 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 that Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust 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.

Each Trust consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Trust, (b) any additional Securities acquired
and held by the Trust pursuant to the provisions of the Trust Agreement and (c)
any cash held in the related Income and Capital Accounts. Neither the
Sponsor nor the Trustee shall be liable in any way for any failure in any
of the Securities.

OBJECTIVES AND SECURITIES SELECTION
- --------------------------------------------------------------------------------

The Great International Firms Trust seeks to increase the value of your
investment by investing in a globally-diversified portfolio of comon stocks of
blue chip international companies. The Brand Name Equity Trust seeks to increase
the value of your investment and provide dividend income by investing in a
portfolio of common stocks of non-durable goods companies. There is no assurance
that a Trust will achieve its objective.

Investors should note that the selection criteria were applied to the
Securities for inclusion in the Trusts as of the Initial Date of Deposit.
Subsequent to this date, the Securities may no longer meet the selection
criteria. Should a Security no longer meet the selection criteria, the Security
will not as a result thereof be removed from its Trust portfolio.

A balanced investment portfolio incorporates various style capitalization
characteristics. The Sponsor offers unit trusts with a variety of styles and
capitalizations to meet your needs. The Sponsor determines style characteristics
(growth or value) based on the criteria used in selecting the Trust portfolio.
Generally, a growth portfolio includes companies in a growth phase of their
business with increasing earnings. A value portfolio generally includes
companies with low relative price-earnings ratios that the Sponsor believes are
undervalued. The Sponsor determines market capitalizations as follows based on
the weighted median market capitalization of a portfolio: Small-Cap -- less than
$1 billion; Mid-Cap -- $1 billion to $5 billion; and Large -Cap -- over $5
billion. The Sponsor determines all style and capitalization characteristics as
of the Initial Date of Deposit and the characteristics may vary thereafter. The
Sponsor will not remove a Security from a Trust as a result of any change in
characteristics.

RISK FACTORS
- --------------------------------------------------------------------------------

PRICE VOLATILITY. The Trusts invest in common stocks of U.S. and foreign
companies. The value of Units will fluctuate with the value of these stocks and
may be more or less than the price you originally paid for your Units. The
market value of common stocks sometimes moves up or down rapidly and
unpredictably. Because the Trusts are unmanaged, the Trustee will not sell
stocks in response to market fluctuations as is common in managed investments.
In addition, because some Trusts hold a relatively small number of stocks, you
may encounter greater market risk than in a more diversified investment. As with
any investment, we cannot guarantee that the performance of a Trust will be
positive over any period of time.

DIVIDENDS. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.

FOREIGN STOCKS. Because the Trusts invest in common stocks of foreign
companies, they involve additional risks that differ from an investment in
domestic stocks. These risks include the risk of losses due to future political
and economic developments, international trade conditions, foreign withholding
taxes and restrictions on foreign investments and exchange of securities. The
Trusts also involve the risk that fluctuations in exchange rates between the
U.S. dollar and foreign currencies may negatively affect the value of the
stocks. The Trusts involve the risk that information about the stocks is not
publicly available or is inaccurate due to the absence of uniform accounting and
financial reporting standards. In addition, some foreign securities markets are
less liquid than U.S. markets. This could cause the Trusts to buy stocks at a
higher price or sell stocks at a lower price than would be the case in a highly
liquid market. Foreign securities markets are often more volatile and involve
higher trading costs than U.S. markets, and foreign companies, securities
markets and brokers are also generally not subject to the same level of
supervision and regulation as in the U.S. Certain stocks may be held in the form
of American Depositary Receipts or other similar receipts ("ADRs"). ADRs
represent receipts for foreign common stock deposited with a custodian (which
may include the Trustee). The ADRs in the Trusts trade in the U.S. in U.S.
dollars and are registered with the Securities and Exchange Commission. ADRs
generally involve the same types of risks as foreign common stock held directly.
Some ADRs may experience less liquidity than the underlying common stocks traded
in their home market.

CONSUMER PRODUCTS COMPANIES. The Brand Name Equity Trust primarily includes
issuers within the consumer goods industry. Any negative impact on this industry
will have a greater impact on the value of Units than on a portfolio diversified
over several industries. The companies in this Trust include companies in the
non-durable consumer goods, food and beverage, and pharmaceuticals sectors. You
should understand the risks of these companies before you invest. These
companies face risks due to cyclicality of revenues and earnings, changing
consumer demands, regulatory restrictions, products liability litigation,
extensive competition, foreign tariffs, foreign exchange rates, transportation
costs, the cost of raw materials, unfunded pension fund liabilities and employee
and retiree benefit costs and financial deterioration resulting from leveraged
buy-outs, takeovers or acquisitions. Because the economic health of consumers
greatly impacts these companies, recession or tightening of consumer credit or
spending could adversely affect these issuers. Phamaceutical companies face
additional risks such as extensive governmental regulation, lengthy governmental
drug review processes and substantial research and development costs. The
failure to obtain government approval or successful test results for a drug
could have a substantial negative impact on a company.
All of these factors can have a negative impact on the value of your Units.

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

GENERAL. Units are offered at the Public Offering Price which includes the
underlying value of the Securities, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The initial sales charge is equal to the
difference between the total sales charge (4.50% of the Public Offering Price)
and the deferred sales charge ($0.35 per Unit). The deferred sales charge is
assessed as described in the "Fee Table". If any deferred sales charge payment
date is not a business day, the payment will be charged on the next business
day. 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 maximum sales charge assessed to each Unitholder is 4.50% of
the Public Offering Price (4.712% of the aggregate value of the Securities less
the deferred sales charge). A portion of the Public Offering Price includes an
amount of Securities to pay for all or a portion of the costs incurred in
establishing your Trust, including the cost of preparing documents relating to
the Trust (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, the initial fees and expenses of the
Trustee and legal and audit expenses). Beginning on July 7, 1999, the secondary
market sales charges will be 4.00% and will not include deferred payments. The
secondary market sales charge will reduce by 0.50% on each following July 7 to a
minimum of 3.00%. The initial offering period sales charge is reduced as
follows:

AGGREGATE
DOLLAR AMOUNT
OF UNITS PURCHASED* SALES CHARGE
- --------------------- ----------------
$50,000 - $99,999 4.20%
$100,000 - $249,999 4.00
$250,000 - $499,999 3.50
$500,000 - $999,999 3.00
$1,000,000 or more 2.50
- ---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.

Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. An investor may aggregate purchases of Units of the Trusts for
purposes of qualifying for volume purchase discounts listed above. The reduced
sales charge structure will also 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 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 the amount of
such reduction. To determine the applicable sales charge reduction 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 to be additional purchases by the purchaser for
the purposes of calculating the applicable sales charge. 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 less the concession the Sponsor typically allows to brokers and
dealers for purchases 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.

A purchaser desiring to purchase during a 13 month period $500,000 or more of
any combination of series of Van Kampen American Capital unit investment trusts
may qualify for a reduced sales charge by signing a nonbinding Letter of Intent
with any single broker-dealer. After signing a Letter of Intent, at the date
total purchases, less redemptions, of units of any combination of series of Van
Kampen American Capital unit investment trusts by a purchaser (including units
purchased in the name of the spouse of a purchaser or in the name of a child of
such purchaser under 21 years of age) exceed $500,000, the selling
broker-dealer, bank or other will credit the unitholder with cash as a
retroactive reduction of the sales charge on such units equal to the amount
which would have been paid for the total aggregated sales amount. If a purchase
does not complete the required purchases under the Letter of Intent within the
13 month period, no such retroactive sales charge reduction shall be made.

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 all Trusts at the Public Offering
Price per Unit less 1%.

Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the 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.

The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, 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.

OFFERING PRICE. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Trusts. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Trust business 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,
will be held until the next determination of price. The term "business day", as
used herein and under "Rights of Unitholders--Redemption of Units", excludes
Saturdays, Sundays and holidays observed by the New York Stock Exchange. For the
Great International Firms Trust, the term "business day" also excludes any day
on which more than 33% of the Securities are not traded on their principal
trading exchange due to a customary business holiday on that exchange.

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

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

UNIT DISTRIBUTION. Units will be distributed to the public by the Sponsor,
broker-dealers and others at the Public Offering Price. 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 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 of
3.20% of the Public Offering Price. Volume concessions or agency commissions of
an additional .30% will be given to any broker-dealer who purchases from the
Sponsor at least $100,000 (or 10,000 Units) on the Initial Date of Deposit or
$250,000 (or 25,000 Units) on any day after that date of any combination of the
Trusts.

In addition to the amounts above, during the initial offering period any
firm that distributes 500,000 - 999,999 Units of a Trust will receive additional
compensation of $.005 per Unit; any firm that distributes 1,000,000 - 1,999,999
Units of such Trust will receive additional compensation of $.01 per Unit; any
firm that distributes 2,000,000 - 2,999,999 Units of such Trust will receive
additional compensation of $.015 per Unit; any firm that distributes 3,000,000 -
3,999,999 Units of such Trust will receive additional compensation of $.02 per
Unit. This additional compensation will be paid by the Sponsor out of its own
assets at the end of the initial offering period.

Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other Van Kampen American Capital unit investment trusts who use their
redemption or termination proceeds to purchase Units of the Trusts, the total
concession or agency commission will amount to 2.25% per Unit. For all secondary
market transactions the total concession or agency commission will amount to 70%
of the sales charge. Notwithstanding anything to the contrary herein, in no case
shall 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 exceed the total sales charge
applicable to such transaction. 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.

Broker-dealers of the Trusts, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets, and not out
of the assets of any Trust. These programs will not change the price Unitholders
pay for their Units or the amount that a Trust will receive from the Units sold.

SPONSOR COMPENSATION. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, the Sponsor will realize a profit or loss as a result of the
difference between the price paid for the Securities by the Sponsor and the cost
of the Securities to each Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolios". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or 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) or from a redemption of repurchased Units
at a price above or below the purchase price. 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.

An affiliate of the Sponsor may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.

MARKET FOR UNITS. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. In the event that a
secondary market is not maintained, a Unitholder will be able to dispose of
Units by tendering them to the Trustee for redemption at the Redemption Price.
See "Rights of Unitholders--Redemption of Units". Unitholders should contact
their broker to determine the best price for Units in the secondary market.
Units sold prior to the time the entire deferred sales charge has been collected
will be assessed the amount of any remaining deferred sales charge at the time
of sale. The Trustee will notify the Sponsor of any tendered of Units for
redemption. If the Sponsor's bid in the secondary market equals or exceeds the
Redemption Price per Unit, it may purchase the Units not later than the day on
which Units would have been redeemed by the Trustee. The Sponsor may sell
repurchased Units at the secondary market Public Offering Price per Unit.

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 minimum
purchase for these accounts is reduced to 25 Units but may vary by selling firm.
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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DISTRIBUTIONS. Dividends and any net proceeds from the sale of Securities
received by a Trust will be distributed to Unitholders on each Distribution Date
to Unitholders of record on the preceding Record Date. These dates are listed
under "Summary of Essential Financial Information". A person becomes a
Unitholder of record on the date of settlement (generally three business days
after Units are ordered). Unitholders may elect to receive distributions in cash
or to have distributions reinvested into additional Units. Distributions may
also be reinvested into Van Kampen American Capital or Morgan Stanley mutual
funds. See "Rights of Unitholders--Reinvestment Option".

Dividends received by a Trust are credited to the Income Account of the
Trust. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units or
pay deferred sales charges, fees or expenses, will be distributed to
Unitholders. Proceeds received from the disposition of any 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. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.

REINVESTMENT OPTION. Unitholders may have distributions 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) through two options. Brokers and dealers can use the
Dividend Reinvestment Service through Depository Trust Company or purchase the
Automatic Reinvestment Option CUSIP. Unitholders will be subject to the
remaining deferred sales charge payments due on Units. To participate in this
reinvestment option, a Unitholder must file with the Trustee a written notice of
election, together with any certificate representing Units and other
documentation that the Trustee may then require, at least five days prior to the
related Record Date. A Unitholder's election will apply to all Units owned by
the Unitholder and will remain in effect until changed by the Unitholder. If
Units are unavailable for reinvestment, distributions will be paid in cash.
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
Distribution Date.

In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen American
Capital or Morgan Stanley mutual funds (the "Reinvestment Funds"). Each
Reinvestment Fund has investment objectives which differ from those of the
Trusts. The prospectus relating to each Reinvestment Fund describes its
investment policies and how to begin reinvestment. A Unitholder may obtain a
prospectus for the Reinvestment Funds from the Sponsor. Purchases of shares of a
Reinvestment Fund will be made at a net asset value computed on the Distribution
Date. Unitholders with an existing Guaranteed Reinvestment Option account
(whereby a sales charge is imposed on distribution reinvestments) may transfer
their existing account into a new account which allows purchases of Reinvestment
Fund shares at net asset value.

A participant may elect to terminate his or her reinvestment plan and receive
future distributions in cash by notifying the Trustee in writing no later than
five days before a distribution date. The Sponsor, each Reinvestment Fund, and
its investment adviser shall have the right to suspend or terminate these
reinvestment plans at any time.

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. Certificates must be tendered to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed (or by providing satisfactory indemnity in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. On the seventh day following the tender, the
Unitholder will be entitled to receive in cash an amount for each Unit equal to
the Redemption Price per Unit next computed on the date of tender. 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 by the Trustee after the Evaluation
Time or on a day which is not a Trust business day, the date of tender is deemed
to be the next business day.

Unitholders tendering 1,000 or more Units of a Trust for redemption may
request an in kind distribution of Securities equal to the Redemption Price per
Unit on the date of tender. The Great International Firms Trust generally does
not offer in kind distributions because its portfolio securities are held in
foreign markets. An in kind distribution 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 broker-dealer at Depository Trust Company. Amounts representing
fractional shares will be distributed in cash. The Trustee may adjust the number
of shares of any Security included in a Unitholder's in kind distribution to
facilitate the distribution of whole shares.

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

The Redemption Price per Unit and the secondary market repurchase price per
Unit are equal to the pro rate share of each Unit in each Trust determined on
the basis of (i) the cash on hand in the Trust, (ii) the value of the Securities
in the Trust and (iii) dividends receivable on the Securities in the Trust
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. During
the initial offering period, the redemption price and the secondary market
repurchase price will also include estimated organizational costs. For these
purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange, this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange, at the closing bid prices. If the Securities are not so listed
or, if so listed and the principal market therefore is other than on the
exchange, the evaluation may be based on the current bid price on the
over-the-counter market. If current bid prices are unavailable or inappropriate,
the evaluation may be determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the Securities on the bid side of the
market or (c) by any combination of the above. The value of any foreign
securities is based on the applicable currency exchange rate as of the
Evaluation Time.

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 SEC 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 other periods as the SEC may permit.

CERTIFICATES. Ownership of Units is evidenced by certificates unless a
Unitholder 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 in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program 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. Fractional certificates
will not be issued. 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 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.

REPORTS PROVIDED. Unitholders will receive a statement of dividends and
other amounts received by a Trust for each distribution. Within a reasonable
time after the end of each year, each person who was a Unitholder during that
year will receive a statement describing dividends and capital received, actual
Trust distributions, Trust expenses, a list of the Securities and other Trust
information. Unitholders may obtain the Evaluator's evaluations of the
Securities upon request.

TRUST ADMINISTRATION
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PORTFOLIO ADMINISTRATION. The Trusts are not managed funds and, except as
provided in the Trust Agreement, Securities generally will not be sold or
replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Trust based on advice from the Supervisor.
These situations may include events such as the issuer having defaulted on
payment of any of its outstanding obligations or the price of a Security has
declined to such an extent or other credit factors exist so that in the opinion
of the Sponsor retention of the Security would be detrimental to the Trust. In
addition, the Trustee may sell Securities to redeem Units or pay Trust expenses
or deferred sales charges. The Sponsor may not direct the reinvestment of the
proceeds of the sale of Securities unless, with respect only to the Great
International Firms Trust, the sale is the direct result of serious adverse
credit factors which, in the opinion of the Sponsor, would make retention of the
Securities detrimental to the Trust. In such a case, the Sponsor may, but is not
obligated to, direct the reinvestment of sale proceeds in any other securities
that meet the criteria for inclusion in the Great International Firms Trust on
the Initial Date of Deposit. The Sponsor may instruct the Trustee to take action
necessary to ensure that the Great International Firms Trust continues to
satisfy the qualifications of a regulated investment company and to avoid
imposition of tax on undistributed income of the Trust. The Trustee must reject
any offer for securities or property in exchange for the Securities. If
securities or property are nonetheless acquired by a Trust, the Sponsor may
direct the Trustee to sell the securities or property and distribute the
proceeds to Unitholders or to accept the securities or property for deposit in
the Trust. Should any contract for the purchase of any of the Securities fail,
the Sponsor will (unless substantially all of the moneys held in the Trust to
cover the purchase are reinvested in substitute Securities in accordance with
the Trust Agreement) refund the cash and sales charge attributable to the failed
contract to all Unitholders on or before the next distribution date.

To the extent practicable, the Supervisor may (but is not obligated to)
designate Securities to be sold by the Trustee in order to maintain the
proportionate relationship among the number of shares of individual issues of
Securities in a Trust. To the extent this is not practicable, the composition
and diversity of the Securities in the 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 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 Trusts, 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 is sponsors.

AMENDMENT OF THE TRUST AGREEMENT. The Trustee and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by the Sponsor and the Trustee).
The Trust Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Trustee will notify Unitholders
of any amendment.

TERMINATION. Each Trust will terminate on the Mandatory Termination Date or
upon the sale or other disposition of the last Security held in the Trust. A
Trust may be terminated at any time with consent of Unitholders representing
two-thirds of the outstanding Units or by the Trustee when the value of the
Trust is less than $500,000 ($3,000,000 if the value of the Trust has exceeded
$15,000,000) (the "Minimum Termination Value"). Unitholders will be notified of
any termination. The Trustee may begin to sell Securities in connection with a
Trust termination nine business days before, and no later than, the Mandatory
Termination Date. Approximately thirty days before this date, the Trustee will
notify Unitholders of the termination and provide a form enabling qualified
Unitholders to elect an in kind distribution of Securities. See "Rights of
Unitholders--Redemption of Units". This form must be returned at least five
business days prior to the Mandatory Termination Date. Unitholders will receive
a final cash distribution within a reasonable time after the Mandatory
Termination Date (unless the Unitholder has elected an in kind distribution or
is a participant in the final Rollover). All distributions will be net of Trust
expenses and costs. Unitholders will receive a final distribution statement
following termination. The Information Supplement contains further information
regarding termination of the Trusts. See "Additional Information".

LIMITATIONS ON LIABILITIES. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability 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 is 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 is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on 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
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.

SPONSOR. Van Kampen American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. The Sponsor is an indirect
subsidiary of Morgan Stanley Dean Witter & Co. 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. As of November 30, 1997, the total stockholders'
equity of Van Kampen American Capital Distributors, Inc. was $132,381,000
(audited). The Information Supplement contains additional information about
the Sponsor.

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. Additional information
regarding the Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. See "Additional Information".

PERFORMANCE INFORMATION. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trusts and returns over specified time periods on other similar Van Kampen
American Capital trusts (which may show performance net of expenses and charges
which the Trusts would have charged) with returns on other taxable investments
such as the common stocks comprising the Dow Jones Industrial Average, the S&P
500, other investment indices, corporate or U.S. government bonds, bank
CDs, money market accounts or money market funds, or with performance data from
Lipper Analytical Services, Inc., Morningstar Publications, Inc. or various
publications, each of which has characteristics that may differ from those of
the Trusts. Information on percentage changes in the dollar value of Units may
be included from time to time in advertisements, sales literature, reports
and other information furnished to current or prospective Unitholders.
Total return figures may not be averaged and may not reflect deduction of the
sales charge, which would decrease return. No provision is made for any income
taxes payable. Past performance may not be indicative of future results. The
Trust portfolios are not managed and Unit price and return fluctuate with the
value of common stocks in the portfolios, so there may be a gain or loss when
Units are sold. As with other performance data, performance comparisons should
not be considered representative of the Trust's relative performance for any
future period.

TAXATION
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GREAT INTERNATIONAL FIRMS TRUST. The Great International Firms Trust intends
to elect and qualify on a continuing basis for special federal income tax
treatment as a "regulated investment company" under the Internal Revenue Code of
1986, as amended (the "Code"). If the Trust so qualifies and timely distributes
to Unitholders 90% or more of its taxable income (without regard to its net
capital gain, i.e., the excess of its net long-term capital gain over its net
short-term capital loss), it will not be subject to federal income tax on the
portion of its taxable income (including any net capital gain) that it
distributes to Unitholders. In addition, to the extent the Trust timely
distributes to Unitholders at least 98% of its taxable income (including any net
capital gain), it will not be subject to the 4% excise tax on certain
undistributed income of "regulated investment companies." Because the Trust
intends to timely distribute its taxable income (including any net capital
gain), it is anticipated that the Trust will not be subject to federal income
tax or the excise tax.

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

Although distributions generally will be treated as distributed when paid,
distributions declared in October, November or December payable to Unitholders
of record on a specified date in one of those months and paid during January of
the following year will be treated as having been distributed by the Trust (and
received by the Unitholder) on December 31 of the year such distributions are
declared.

Distributions of the Trust's net capital gain which are properly designated
as capital gain dividends by the Trust will be taxable to Unitholders as
long-term capital gain, regardless of the length of time the Units have been
held by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or treated
as arising from) the sale or redemption of Units will generally be a capital
gain or loss, except in the case of a dealer or a financial institution. The
Taxpayer Relief Act of 1997 (the "1997 Act") provides that for taxpayers other
than corporations, net capital gain (which is defined as net long-term capital
gains over net short-term capital loss for the taxable year) is subject to a
maximum marginal stated tax rate of either 28% or 20%, depending upon the
holding periods of the capital assets. Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes for determining the
holding period of the Unit. Generally, capital gains realized from assets held
for more than one year but not more than 18 months are taxed at a maximum
marginal stated tax rate of 28% and capital gains realized from assets (with
certain exclusions) held for more than 18 months are taxed at a maximum marginal
stated tax rate of 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Further, capital gains realized from assets held for one year or less
are taxed at the same rates as ordinary income. Legislation is currently pending
that provides the appropriate methodology that should be applied in netting the
realized capital gains and losses. Such legislation is proposed to be effective
retroactively for tax years ending after May 6, 1997. Note, however, that the
1997 Act provides that the application of the rules described above in the case
of pass-through entities such as the Trust will be prescribed in future Treasury
Regulations. The Internal Revenue Service has released preliminary guidance
which provides that, in general, pass-through entities such as the Trust may
designate their capital gains dividends as either a 20% rate gain distribution
or a 28% rate gain distribution, depending on the nature of the gain received by
the pass-through entity. Unitholders should consult their own tax advisors as to
the tax rate applicable to capital gain dividends. Note also that legislation is
currently pending under which net capital gain realized from property (with
certain exclusions) held for more than one year (rather than more than 18
months) would be taxed at the maximum marginal stated tax rate of 20% (10% for
certain taxpayers) provided by the 1997 Act. Such legislation is proposed to be
effective retroactively for amounts properly taken into account on or after
January 1, 1998. Additionally, note that if a Unitholder holds Units for six
months or less and subsequently sells such Units at a loss, the loss will be
treated as a long-term capital loss to the extent that any long-term capital
gain distribution is made with respect to such Units during the six-month period
or less that the Unitholder owns the Units.

In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units. The 1997 Act includes provisions that treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g. short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period.

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

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

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

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

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

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

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

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

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

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

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

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

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

3. Each Unitholder will have a taxable event when the Trust disposes of an
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 the date the Unitholder purchase his Units) in order to determine his
initial tax basis for his pro rata portion of each Security held by the Trust.
Unitholders should consult their own tax advisers with regard to calculation of
basis. For federal income tax purposes, a Unitholder's pro rata portion of
dividends as defined by Section 316 of the Code paid by a corporation with
respect to an Security held by the Trust are taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits". A
Unitholder's pro rata portion of dividends paid on such 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 such capital gains and losses for federal income tax purposes.

Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trust is deferred. The income (or proceeds from redemption) a
Unitholder must take into account for federal income tax purposes is not reduced
by amounts deducted to pay the deferred sales charge. Unitholders should consult
their own tax advisers as to the income tax consequences of the deferred sales
charge.

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

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.
Unitholders should consult with their own tax advisers regarding the
deductibility of Trust expenses.

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 an Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. The Taxpayer Relief Act of 1997 (the "1997 Act")
provides that for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss for the
taxable year) is subject to a maximum marginal stated tax rate of either 28% or
20%, depending upon the holding periods of the capital assets. Capital gain or
loss is long-term if the holding period for the asset is more than one year, and
is short-term if the holding period for the asset is one year or less. The date
on which a Unit is acquired (i.e., the "trade date") is excluded for purposes
for determining the holding period of the Unit. Generally, capital gains
realized from assets held for more than one year but not more than 18 months are
taxed at a maximum marginal stated tax rate of 28% and capital gains realized
from assets (with certain exclusions) held for more than 18 months are taxed at
a maximum marginal stated tax rate of 20% (10% in the case of certain taxpayers
in the lowest tax bracket). Further, capital gains realized from assets held for
one year or less are taxed at the same rates as ordinary income. Legislation is
currently pending that provides the appropriate methodology that should be
applied in netting the realized capital gains and losses. Such legislation is
proposed to be effective retroactively for tax years ending after May 6, 1997.
Note also that legislation is currently pending under which net capital gain
realized from property (with certain exclusions) held for more than one year
(rather than more than 18 months) would be taxed at the maximum marginal stated
tax rate of 20% (10% for certain taxpayers) provided by the 1997 Act. Such
legislation is proposed to be effective retroactively for amounts properly taken
into account on or after January 1, 1998.

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

The 1997 Act includes provisions that treat certain transactions designed to
reduce or eliminate risk of loss and opportunities for gain (e.g., short sales,
offsetting notional principal contracts, futures or forward contracts or similar
transactions) as constructive sales for purposes of recognition of gain (but not
of loss) and for purposes of determining the holding period. Unitholders should
consult their own tax advisers with regard to any such constructive sales rules.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of Unitholders--Redemption of
Units", under certain circumstances a Unitholder tendering Units for redemption
may request an in kind distribution. A Unitholder may also under certain
circumstances request an in kind distribution upon the termination of the Trust.
See "Rights of Unitholders--Redemption of Units." As previously discussed, prior
to the redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's assets for
federal income tax purposes. The receipt of an in kind distribution will result
in a Unitholder receiving an undivided interest in whole shares of stock plus,
possibly, cash.

The potential tax consequences that may occur under an in kind distribution
with respect to each Security held by the Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. An "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 in the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of 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
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.

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder of his
Units. The cost of the Units is allocated among the 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 an 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 that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust (other than those
that are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.

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

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

Investors should consult their tax advisers with respect to foreign
withholding taxes and foreign tax credits.

At the termination of the Trust, the Trustee will furnish to each Unitholder
of the Trust a statement containing information relating to the dividends
received by the Trust on the 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.

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.
Unitholders should consult their tax advisers regarding potential foreign, state
or local taxation with respect to the Units.

TRUST OPERATING EXPENSES
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COMPENSATION OF SPONSOR, SUPERVISOR AND EVALUATOR. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen American Capital
unit investment trusts in any calendar year exceed the aggregate cost of
providing these services in that year.

TRUSTEE'S FEE. For its services the Trustee will receive the fee from each
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds 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 each Trust is
expected to result from the use of these funds.

MISCELLANEOUS EXPENSES. 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 such 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 a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad faith
or wilful misconduct on its part, (g) foreign custodial and transaction fees,
(h) costs associated with liquidating the securities held in a Trust portfolio
and (i) expenditures incurred in contacting Unitholders upon termination of a
Trust.

GENERAL. During 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 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 on a monthly basis.

The deferred sales charge, fees and expenses are paid out of the Capital
Account of the related Trust, except that the fees and expenses will be paid
out of funds in the Income Account first for the Great International Firms
Trust. When these amounts are paid by or owing to the Trustee, they are
secured by alien on the related Trust's portfolio. It is expected that
Securities will be sold to pay these amounts which will result in capital
gains or losses to Unitholders. See "Taxation". The Supervisor's,
Evaluator's and Trustee's 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 or, if this
category is not published, in a comparable category.

OTHER MATTERS
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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 to the Trustee
and as special counsel for New York tax matters.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. The statements of condition and
the related portfolios 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.

ADDITIONAL INFORMATION
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This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Trusts with the SEC. The Information
Supplement, which has been filed with the SEC, includes more detailed
information concerning the Securities, investment risks and general information
about the Trusts. The Information Supplement may be obtained by contacting the
Trustee at (800) 856-8487 or is available along with other related materials at
the SEC's internet site (http://www.sec.gov).

TABLE OF CONTENTS
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TITLE PAGE
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Great International Firms Trust,
Series 5................................. 4
Brand Name Equity Trust, Series 6........... 6
Notes to Portfolios......................... 9
The Securities.............................. 10
Report of Independent Certified
Public Accountants....................... 12
Statements of Condition .................... 13
The Trusts.................................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-3
Rights of Unitholders....................... A-7
Trust Administration........................ A-9
Taxation.................................... A-11
Trust Operating Expenses.................... A-17
Other Matters............................... A-18
Additional Information...................... A-18

PROSPECTUS

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JULY 7, 1998

GREAT INTERNATIONAL FIRMS TRUST, SERIES 5

BRAND NAME EQUITY TRUST, SERIES 6

------ A Wealth of Knowledge oA Knowledge of Wealthsm ------
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.

VAN KAMPEN AMERICAN CAPITAL
INFORMATION SUPPLEMENT

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105

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This Information Supplement provides additional information concerning the
risks and operations of the Trust which is not described in the Prospectus. This
Information Supplement should be read in conjunction with the Prospectus. This
Information Supplement is not a prospectus, does not include all of the
information that an investor should consider before investing in a Trust and may
not be used to offer or sell Units without the Prospectus. Copies of the
Prospectus can be obtained by contacting the Sponsor at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181 or by contacting your broker. This Information
Supplement is dated as of the date of the Prospectus and all capitalized terms
have been defined in the Prospectus.

TABLE OF CONTENTS
PAGE
Risk Factors 2
The Trusts 3
Sponsor Information 6
Trustee Information 7
Trust Termination 7

RISK FACTORS

PRICE VOLATILITY. Because the Trusts invest in common stocks of U.S. and
foreign companies, you should understand the risks of investing in common stocks
before purchasing Units. These risks include the risk that the financial
condition of the company or the general condition of the stock market may worsen
and the value of the stocks (and therefore Units) will fall. Common stocks are
especially susceptible to general stock market movements. The value of common
stocks often rises or falls rapidly and unpredictably as market confidence and
perceptions of companies change. These perceptions are based on factors
including expectations regarding government economic policies, inflation,
interest rates, economic expansion or contraction, political climates and
economic or banking crises. The value of Units will fluctuate with the value of
the stocks in a Trust and may be more or less than the price you originally paid
for your Units. As with any investment, we cannot guarantee that the performance
of a Trust will be positive over any period of time. Because the Trusts are
unmanaged, the Trustee will not sell stocks in response to market fluctuations
as is common in managed investments. In addition, because some Trusts hold a
relatively small number of stocks, you may encounter greater market risk than in
a more diversified investment.

DIVIDENDS. Common stocks represent ownership interests in a company and are
not obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means that
common stockholders have a right to receive dividends only if a company's board
of directors declares a dividend and the company has provided for payment of all
of its creditors, bondholders and preferred stockholders. If a company issues
additional debt securities or preferred stock, the owners of these securities
will have a claim against the company's assets before common stockholders if the
company declares bankruptcy or liquidates its assets even though the common
stock was issued first. As a result, the company may be less willing or able to
declare or pay dividends on its common stock.

FOREIGN STOCKS. Because the Trusts invest in foreign common stocks, they
involve additional risks that differ from an investment in domestic stocks.
Investments in foreign securities may involve a greater degree of risk than
those in domestic securities. There is generally less publicly available
information about foreign companies in the form of reports and ratings similar
to those that are published about issuers in the United States. Also, foreign
issuers are generally not subject to uniform accounting, auditing and financial
reporting requirements comparable to those applicable to United States issuers.
With respect to certain foreign countries, there is the possibility of adverse
changes in investment or exchange control regulations, expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other assets of a Trust, political or social instability, or diplomatic
developments which could affect United States investments in those countries.
Moreover, industrial foreign economies may differ favorably or unfavorably from
the United States' economy in terms of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Foreign securities markets are generally not as developed or
efficient as those in the United States. While growing in volume, they usually
have substantially less volume than the New York Stock Exchange, and securities
of some foreign issuers are less liquid and more volatile than securities of
comparable United States issuers. Fixed commissions on foreign exchanges are
generally higher than negotiated commissions on United States exchanges. There
is generally less government supervision and regulation of securities exchanges,
brokers and listed issuers than in the United States.

FOREIGN CURRENCIES. The Great International Firms Trust also involves the
risk that fluctuations in exchange rates between the U.S. dollar and foreign
currencies may negatively affect the value of the stocks. For example, if a
foreign stock rose 10% in price but the U.S. dollar gained 5% against the
related foreign currency, a U.S. investor's return would be reduced to about 5%.
This is because the foreign currency would "buy" fewer dollars or, conversely, a
dollar would buy more of the foreign currency. Many foreign currencies have
fluctuated widely against the U.S. dollar for a variety of reasons such as
supply and demand of the currency, investor perceptions of world or country
economies, political instability, currency speculation by institutional
investors, changes in government policies, buying and selling of currencies by
central banks of countries, trade balances and changes in interest rates. A
Trust's foreign currency transactions will be conducted with foreign exchange
dealers acting as principals on a spot (i.e., cash) buying basis. These dealers
realize a profit based on the difference between the price at which they buy the
currency (bid price) and the price at which they sell the currency (offer
price). The Evaluator will estimate the currency exchange rates based on current
activity in the related currency exchange markets, however, due to the
volatility of the markets and other factors, the estimated rates may not be
indicative of the rate a Trust might obtain had the Trustee sold the currency in
the market at that time.

LIQUIDITY. Whether or not the stocks in a Trust are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.

ADDITIONAL UNITS. The Sponsor may create additional Units of a Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.

VOTING. Only the Trustee may sell or vote the stocks in a Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The Trustee
will vote the stocks in the same general proportion as shares held by other
shareholders if the Sponsor fails to provide instructions.

YEAR 2000. The Trusts could be negatively impacted if computer systems used
by the Sponsor, Evaluator, Supervisor or Trustee or other service providers to
the Trusts do not properly process date-related information after January 1,
2000. This is commonly known as the "Year 2000 Problem". The Sponsor, Evaluator,
Supervisor and Trustee are taking steps to address this problem and to obtain
reasonable assurances that other service providers to the Trusts are taking
comparable steps. We cannot guarantee that these steps will be sufficient to
avoid any adverse impact on the Trusts. This problem is expected to impact
corporations to varying degrees based on factors such as industry sector and
degree of technological sophistication. We cannot predict what impact, if any,
this problem will have on the issuers of stocks in the Trusts. THE TRUSTS
In seeking the Trusts' objectives, the Sponsor considered the ability of
the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.

Investors should note that the above criteria were applied to the
Securities for inclusion in the Trusts as of the Initial Date of Deposit. Should
a Security no longer meet the criteria used for selection for a Trust, such
Security will not as a result thereof be removed from a Trust portfolio.

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

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

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

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

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

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

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

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

SPONSOR INFORMATION

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 & Co. ("MSDW").

MSDW, 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.

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. As of November 30, 1997, the
total stockholders' equity of Van Kampen American Capital Distributors, Inc. was
$132,381,000 (audited). (This paragraph relates only to the Sponsor and not to
the Trust or to any other Series thereof. The information is included herein
only for the purpose of informing investors as to the financial responsibility
of the Sponsor and its ability to carry out its contractual obligations. More
detailed financial information will be made available by the Sponsor upon
request.)

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

TRUSTEE INFORMATION

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 each Trust. Such
records shall include the name and address of, and the number of Units of each
Trust held by, every Unitholder. 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. 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.

TRUST TERMINATION

A Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Trust then outstanding or by the
Trustee when the value of the Securities owned by a Trust, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Trust has
exceeded $15,000,000). A Trust will be liquidated by the Trustee in the event
that a sufficient number of Units of such Trust not yet sold are tendered for
redemption by the Sponsor, so that the net worth of such Trust would be reduced
to less than 40% of the value of the Securities at the time they were deposited
in such 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 held thereunder, but in
no event will it continue beyond the Mandatory Termination Date.

Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, 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 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 of the appropriate Trust and in the case of a
Trust will include with such notice a form to enable Unitholders owning 1,000 or
more Units to request an in kind distribution of the U.S.-traded Securities. 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 the U.S.-traded Securities in a Trust to the account of the
broker-dealer or bank designated by the Unitholder at Depository Trust Company.
The value of the Unitholder's fractional shares of the Securities will be paid
in cash. Unitholders with less than 1,000 Units, Unitholders in a Trust with
1,000 or more Units not requesting an in kind distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee will deduct from the funds of the appropriate Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. The Trustee will then distribute to
each Unitholder of each Trust his pro rata share of the balance of the Income
and Capital Accounts of such Trust.

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.

S-1
CONTENTS OF REGISTRATION STATEMENT

This Amendment of Registration Statement comprises the following papers
and documents:

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

The following exhibits:

1.1 Copy of Trust Agreement.

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

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

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

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Acountants.

EX-27 Financial Data Schedules.

<PAGE>

SIGNATURES

The Registrant, Van Kampen American Capital Equity Opportunity Trust,
Series 105, hereby identifies Van Kampen Merritt Equity Opportunity Trust,
Series 1, Series 2, Series 4 and Series 7 and Van Kampen American Capital Equity
Opportunity Trust, Series 13, Series 14, Series 57 and Series 89 for purposes of
the representations required by Rule 487 and represents the following: (1) that
the portfolio securities deposited in the series as to the securities of which
this Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to the
securities of which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Commission or the
staff; and (3) that it has complied with Rule 460 under the Securities Act of
1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series 105 has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 7th day of July, 1998.

Van Kampen American Capital Equity Opportunity Trust, Series 105 By Van
Kampen American Capital Distributors, Inc.

By GINA M. COSTELLO
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on July 7, 1998 by
the following persons who constitute a majority of the Board of Directors of Van
Kampen American Capital Distributors, Inc.

SIGNATURE TITLE

Don G. Powell Chairman and Chief Executive )
Officer )

John H. Zimmerman President and Chief Operating )
Officer )

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

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

GINA M. COSTELLO
(Attorney-in-fact*)

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*An executed copy of each of the related powers of attorney is filed
herewith or 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 Van Kampen American
Capital Equity Opportunity Trust, Series 87 (File No. 333-44581) and the same
are hereby incorporated herein by this reference.

<PAGE>

EXHIBIT 1.1

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST
SERIES 105
TRUST AGREEMENT

Dated: July 7, 1998

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

WITNESSETH THAT:

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

PART I
STANDARD TERMS AND CONDITIONS OF TRUST

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

PART II
SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

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

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

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

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

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

6. Section 6.04(e) is hereby replaced with the following:

(e) (1) Subject to the provisions of subparagraph (2) of this
paragraph, the Trustee may employ agents, sub-custodians, attorneys,
accountants and auditors and shall not be answerable for the default or
misconduct of any such agents, sub-custodians, attorneys, accountants
or auditors if such agents, sub-custodians, attorneys, accountants or
auditors shall have been selected with reasonable care. The Trustee
shall be fully protected in respect of any action under this Indenture
taken or suffered in good faith by the Trustee in accordance with the
opinion of counsel, which may be counsel to the Depositor acceptable to
the Trustee, provided, however that this disclaimer of liability shall
not excuse the Trustee from the responsibilities specified in
subparagraph (2) below. The fees and expenses charged by such agents,
sub-custodians, attorneys, accountants or auditors shall constitute an
expense of the Trust reimbursable from the Income and Capital Accounts
of the affected Trust as set forth in section 6.04 hereof.

(2) The Trustee may place and maintain in the care of an
Eligible Foreign Custodian (which is employed by the Trustee as a
sub-custodian as contemplated by subparagraph (1) of this paragraph (e)
and which may be an affiliate or subsidiary of the Trustee or any other
entity in which the Trustee may have an ownership interest) any
investments (including foreign currencies) for which the primary market
is outside the United States, and such cash and cash equivalents in
amounts reasonably necessary to effect the Trust's transactions in such
investments, provided that:

(a) The Trustee shall perform all duties assigned to
the Foreign Custody Manager by Rule 17f-5 under the Investment
Company Act of 1940 (17 CFR ss. 270.17f-5) ("Rule 17f-5"), as
now in effect or as such rule may be amended in the future.
The Trustee shall not delegate such duties.

(b) The Trustee shall exercise reasonable care,
prudence and diligence such as a person having responsibility
for the safekeeping of Trust assets would exercise, and shall
be liable to the Trust for any loss occurring as a result of
its failure to do so.

(c) The Trustee shall indemnify the Trust and hold
the Trust harmless from and against any risk of loss of Trust
assets held in accordance with the foreign custody contract.

(d) The Trustee shall maintain and keep current
written records regarding the basis for the choice or
continued use of a particular Eligible Foreign Custodian
pursuant to this subparagraph for a period of not less than
six years from the end of the fiscal year in which the Trust
was terminated, the first two years in an easily accessible
place. Such records shall be available for inspection by
Unitholders and the Securities and Exchange Commission at the
Trustee's offices at all reasonable times during its usual
business hours.

(3) "Eligible Foreign Custodian" shall have the meaning
assigned to it in Rule 17f-5.

(4) "Foreign Custody Manager" shall have the meaning assigned
to it in Rule 17f-5.

7. Section 1.01(21) shall be replaced in its entirety by the
following:

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

<PAGE>

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

Van Kampen American Capital Distributors, Inc.

By JAMES J. BOYNE
Vice President
Attest:

By CATHY NAPOLI
Assistant Secretary

American Portfolio Evaluation Services, a division of Van Kampen American
Capital Investment Advisory Corp.

By DENNIS J. MCDONNELL
President
Attest

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

By DENNIS J. MCDONNELL
President
Attest

By JAMES J. BOYNE
Assistant Secretary

The Bank of New York

By TED RUDICH
Vice President
Attest

By JEFFREY COHEN
Assistant Treasurer

<PAGE>

SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105

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

<PAGE>

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

July 7, 1998

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

Re: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105
----------------------------------------------------------------

Gentlemen:

We have served as counsel for Van Kampen American Capital Distributors,
Inc. as Sponsor and Depositor of Van Kampen American Capital Equity Opportunity
Trust, Series 105 (hereinafter referred to as the "Trust"), in connection with
the preparation, execution and delivery of a Trust Agreement dated July 7, 1998,
among Van Kampen American Capital Distributors, Inc., as Depositor, American
Portfolio Evaluation Services, a division of Van Kampen American Capital
Investment Advisory Corp., as Evaluator, Van Kampen American Capital Investment
Advisory Corp., as Supervisory Servicer, and The Bank of New York, as Trustee,
pursuant to which the Depositor has delivered to and deposited the Securities
listed in the Schedule to the Trust Agreement with the Trustee and pursuant to
which the Trustee has provided to or on the order of the Depositor documentation
evidencing ownership of Units of fractional undivided interest in and ownership
of the Trust (hereinafter referred to as the "Units"), created under said Trust
Agreement.

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

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

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

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

<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-57489) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

July 7, 1998

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

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

Re: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST, SERIES 105
----------------------------------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen American Capital Distributors,
Inc., Depositor of Van Kampen American Capital Equity Opportunity Trust, Series
82 (the "Fund"), in connection with the issuance of Units of fractional
undivided interest in the Fund, under a Trust Agreement dated July 7, 1998 (the
"Indenture") among Van Kampen American Capital Distributors, Inc., as Depositor,
Van Kampen American Capital Investment Advisory Corp., as Evaluator, Van Kampen
American Capital Investment Advisory Corp., as Supervisory Servicer, and The
Bank of New York, as Trustee. The Fund is comprised of two separate unit
investment trusts, Brand Name Equity Trust, Series 6 and Great International
Firms Trust, Series 5. The following discussion applies only to Brand Name
Equity Trust, Series 5 (the "Trust").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours

CHAPMAN AND CUTLER

<PAGE>

Exhibit 3.3

July 6, 1998

WINSTON & STRAWN
200 PARK AVENUE
NEW YORK, NEW YORK 10166-4193

July 7, 1998

Van Kampen American Capital Equity Opportunity Trust, Series 105
Brand Name Equity Trust, Series 6
c/o The Bank of New York, As Trustee
101 Barclay Street, 17 West
New York, New York 10286

Dear Sirs:

We have acted as special counsel for the Van Kampen American Capital
Equity Opportunity Trust, Series 105 (the "Trust") consisting of, among others,
Brand Name Equity Trust, Series 6 (individually a "Trust" and, in the aggregate,
the "Trusts") for purposes of determining the applicability of certain New York
taxes under the circumstances hereinafter described.

The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen American Capital
Distributors, Inc. (the "Depositor"), American Portfolio Evaluation Services, a
division of an affiliate of the Depositor, as Evaluator, Van Kampen American
Capital Investment Advisory Corp., an affiliate of the Depositor, as Supervisory
Servicer, and The Bank of New York, as trustee (the "Trustee"). As described in
the prospectus relating to the Fund dated today to be filed as an amendment to a
registration statement heretofore filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (respectively the
"Prospectus" and the "Registration Statement") (File Number 333-57489), the
objectives of the Fund are to provide the potential for dividend income and
capital appreciation through investment in a fixed portfolio of actively traded
equity securities of companies engaged in, providing services to companies in,
the industry identified in Trust's name, or are the type of securities
identified in e name of the Trust. It is noted that no opinion is expressed
herein with regard to the Federal tax aspects of securities, the Trust, units of
the Trust (the "Units"), or any income, gains or losses in respect thereof.

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

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

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

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

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

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

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

The Regulations promulgated under Section 208 provide as follows:

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

WINSTON & STRAWN

<PAGE>

EXHIBIT 4.1

July 6, 1998

Interactive Data
14 West Street
New York, NY 10005

July 6, 1998

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

Re: Great International Firms Trust, Series 5 and Brand Name
Equity Trust, Series 6
(A Unit Investment Trust) Registered Under the Securities
Act of 1933, File No. 333-57489

Gentlemen:

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

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

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

Very truly yours,

James Perry
Vice President

EXHIBIT 4.2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

We have issued our report dated July 7, 1998 on the statements of
condition and related securities portfolios of Van Kampen American Capital
Equity Opportunity Trust, Series 105 as of July 7, 1998 contained in the
Registration Statement on Form S-6 and Prospectus. We consent to the use of our
report in the Registration Statement and Prospectus and to the use of our name
as it appears under the caption "Other Matters-Independent Certified Public
Accountants."

GRANT THORNTON LLP

Chicago, Illinois
July 7, 1998

<ARTICLE> 6
<LEGEND>
This report reflects the current time period taken from 487 on July 7, 1998
It is unaudited
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> BNET

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-07-1998
<PERIOD-END> JUL-07-1998
<INVESTMENTS-AT-COST> 149427
<INVESTMENTS-AT-VALUE> 149427
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149427
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5678
<TOTAL-LIABILITIES> 5678
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 143749
<SHARES-COMMON-STOCK> 15094
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 143749
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This report reflects the current time period taken from 487 on July 7, 1998
It is unaudited
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> GIFT

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-07-1998
<PERIOD-END> JUL-07-1998
<INVESTMENTS-AT-COST> 296839
<INVESTMENTS-AT-VALUE> 296839
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 296839
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11646
<TOTAL-LIABILITIES> 11646
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 285193
<SHARES-COMMON-STOCK> 29984
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 285193
<DIVIDEND-INCOME> 0
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<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
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<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>