VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 111, 487, 1998-09-04

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 111
487, 1998-09-04

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215820
MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111

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 Focus Portfolios, Series 111 on September 4, 1998. An effort has been
made to set forth below each of the major changes from the material previously
submitted and also to reflect the same by blacklining the marked counterparts of
the Prospectus submitted with the Amendment.

Cover Page. The date of the Prospectus has been completed.

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

Pages 4-21. The portfolios have been completed and various information
has been updated.

Pages 22-27. The descriptions of the issuers of the Securities have
been revised.

Pages 28-30. The Report of Independent Certified Public Accountants
and Statements of Condition have been completed.

FILE NO. 333-60493
CIK #1025257

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 FOCUS PORTFOLIOS, SERIES 111
(formerly Van Kampen Equity Opportunity Trust,
Series 111)

B. Name of Depositor: VAN KAMPEN FUNDS 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 FUNDS INC.
Attention: Mark J. Kneedy Attention: Don G. Powell, Chairman
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181

E. Title of securities being registered: Units of undivided 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 September 4, 1998 pursuant to Rule 487.

VAN KAMPEN FOCUS PORTFOLIOS,
SERIES 111

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) Fundamental 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

Van Kampen

Van Kampen Focus Portfolios

The DowSM Strategic 10 Trust
September 1998 Series
September 1998 Traditional Series

The DowSM Strategic 5 Trust
September 1998 Series
September 1998 Traditional Series

Strategic 30 Trust
Global Portfolio, September 1998 Series

Strategic 15 Trust
Global Portfolio, September 1998 Series

Strategic Picks Opportunity Trust
September 1998 Series

EAFESM Strategic 20 Trust
September 1998 Series

Euro Strategic 20 Trust
September 1998 Series

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

Van Kampen Focus Portfolios, Series 111 includes the unit investment trusts
described above (the "Trusts"). Each Trust uses a refined indexing strategy that
seeks to identify a diversified portfolio of well-known, undervalued stocks.
Each Trust seeks to provide above-average total return by increasing the value
of your Units and providing dividend income. 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.

September 4, 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
September 4, 1998
<CAPTION>

Strategic
Picks
Opportunity
and
Traditional Strategic Other
Public Offering Price Trusts 20 Trusts Trusts
------------ ------------ ------------
<S> <C> <C> <C>
Aggregate value of Securities per Unit (1) $ 9.725 $ 9.900 $ 9.900
Sales charge 0.275 0.295 0.275
Less deferred sales charge -- 0.195 0.175
Public Offering Price per Unit (2) $ 10.000 $ 10.000 $ 10.000
</TABLE>

General Information
Initial Date of Deposit September 4, 1998
Mandatory Termination Date October 12, 1999
Rollover Notification Date September 13, 1999
Special Redemption Date October 12, 1999
Record Dates March 10, 1999 and October 12, 1999
Distribution Dates March 25, 1999 and October 22, 1999

Estimated Estimated Estimated
Initial Aggregate Initial Annual Redemption Organizational
Number of Value of Distribution Dividends Price per Costs per
Trust Information Units (3) Securities (1) per Unit (4) per Unit (4) Unit (5) Unit (1)
------------ -------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
The DowSM Strategic 10
Trust 15,022 $ 148,712 $ .15 $ .30723 $ 9.725 $ .01683
The DowSM Strategic 10
Traditional Trust 15,025 $ 146,109 $ .15 $ .30176 $ 9.725 $ .05425
The DowSM Strategic 5
Trust 15,064 $ 149,130 $ .15 $ .30298 $ 9.725 $ .01866
The DowSM Strategic 5
Traditional Trust 15,063 $ 146,483 $ .15 $ .29765 $ 9.725 $ .07958
Strategic 30 Global Trust 29,883 $ 295,841 $ .33 $ .65430 $ 9.700 $ .07636
Strategic 15 Global Trust 15,076 $ 149,246 $ .30 $ .65958 $ 9.710 $ .05181
Strategic Picks
Opportunity Trust 14,989 $ 148,383 $ .11 $ .24750 $ 9.700 $ .02104
EAFESM Strategic 20 Trust 25,003 $ 247,521 $ .13 $ .40172 $ 9.700 $ .07349
Euro Strategic 20 Trust 24,908 $ 246,589 $ .03 $ .28956 $ 9.690 $ .07349
</TABLE>

- --------------------------------------------------------------------------------
(1)Each Security is valued at the last closing sale price on its principal
trading exchange or, if not listed, at the last asked price on the day before
the Initial Date of Deposit. 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. The
estimated amount is described above and is included in the "Estimated Costs
Over Time" 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)The number of Units may be adjusted so that the Public Offering Price per
Unit equals $10 at the Evaluation Time on the Initial Date of Deposit. 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".
(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 include these costs after the initial offering period.

<TABLE>
Fee Table
<CAPTION>

Strategic
Picks
Opportunity
and
Traditional Strategic 20 Other
Transaction Fees (as % of offering price) Trusts Trusts Trusts
----------- ------------ ------
<S> <C> <C> <C>
Initial sales charge (1) 2.75% 1.00% 1.00 %
Deferred sales charge (2)(3) 0.00% 1.95% 1.75 %
------- ------ ------
Maximum sales charge (3) 2.75% 2.95% 2.75 %
======= ====== ======
Maximum sales charge on reinvested dividends 1.75% 1.95% 1.75 %
======= ====== ======
</TABLE>

<TABLE>
<CAPTION>
Trustee's Supervisory Estimated
Fee and and Annual
Operating Evaluation Expenses
Estimated Annual Expenses per Unit Expenses Fees per Unit
------------------- ------------ -------------
<S> <C> <C> <C>
The DowSM Strategic 10 Trust $ .00815 $ 0.00500 $ .01315
The DowSM Strategic 10 Traditional Trust $ .01100 $ 0.00500 $ .01600
The DowSM Strategic 5 Trust $ .00871 $ 0.00500 $ .01371
The DowSM Strategic 5 Traditional Trust $ .01585 $ 0.00500 $ .02085
Strategic Thirty Global Trust $ .01779 $ 0.00500 $ .02279
Strategic Fifteen Global Trust $ .01491 $ 0.00500 $ .01991
Strategic Picks Opportunity Trust $ .01149 $ 0.00500 $ .01649
EAFESM Strategic 20 Trust $ .01837 $ 0.00500 $ .02337
Euro Strategic 20 Trust $ .01653 $ 0.00500 $ .02153
</TABLE>

<TABLE>
<CAPTION>
Estimated Costs Over Time (3) One Year Three Years Five Years Ten Years
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
The DowSM Strategic 10 Trust $ 31 $ 73 N/A N/A
The DowSM Strategic 10 Traditional Trust $ 35 $ 86 N/A N/A
The DowSM Strategic 5 Trust $ 31 $ 74 N/A N/A
The DowSM Strategic 5 Traditional Trust $ 38 $ 94 N/A N/A
Strategic Thirty Global Trust $ 38 $ 94 N/A N/A
Strategic Fifteen Global Trust $ 35 $ 86 N/A N/A
Strategic Picks Opportunity Trust $ 33 $ 81 N/A N/A
EAFESM Strategic 20 Trust $ 39 $ 99 N/A N/A
Euro Strategic 20 Trust $ 39 $ 98 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 you roll your investment into a new series of the Trust 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. No deferred sales charge is imposed on
Traditional Trusts.
(2)The deferred sales charge is actually equal to $0.175 per Unit ($0.195 per
Unit for the Strategic Picks Opportunity and Strategic 20 Trusts). 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 10, 1998 through September 9, 1999.
(3)These examples include the estimated expenses incurred in establishing and
offering your Trust. The amount of these expenses is described on the
preceding page.

The DowSM Strategic 10 Trust, September 1998 Series

The Trust follows a simple investment strategy: Buy the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average and hold them for
about one year. On October 12, 1999, you can elect to follow the strategy by
redeeming your Units and reinvesting the proceeds in a new trust portfolio, if
available.

This Trust and The DowSM Strategic 10 Trust, September 1998 Traditional
Series offer the same investment strategy in two separate portfolios with
different sales charge structures. While each Trust initially holds stocks of
the same issuers, the performance of each Trust will differ and the actual
composition of each portfolio may differ.

[CHART APPEARS HERE]

The Trust is designed as part of a long-term investment strategy. You may
achieve more consistent overall results by following the strategy over several
years. For more information see "Special Redemption and Rollover".

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the Dow Jones Industrial Average ("The Dow 30SM"). Total return includes any
dividends paid on the stocks together with any increase or decrease in the value
of the stocks. The table illustrates a hypothetical investment in the Strategy
Stocks at the beginning of each year -- similar to buying Units of the Trust,
redeeming them after one year and reinvesting the proceeds in a new trust
portfolio each year.

These hypothetical returns are not actual past performance of the Trust or
prior series and do not reflect the sales charge or expenses you will pay. Of
course, these hypothetical returns are not guarantees of future results and the
value of your Units will fluctuate. For more information about the total return
calculations, see "Notes to Hypothetical Performance Tables".

<TABLE>
<CAPTION>
Hypothetical Total Return
- ----------------------------------------------------------------------------------------------------------------------

Year Strategy Stocks The Dow 30SM Year Strategy Stocks The Dow 30SM
--------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 3.96% (13.16)% 1986 35.77% 26.92%
1974 (0.72) (23.21) 1987 5.93 6.02
1975 56.52 44.48 1988 24.75 15.95
1976 34.93 22.75 1989 25.08 31.71
1977 (1.75) (12.70) 1990 (7.57) (0.58)
1978 0.12 2.69 1991 34.86 23.93
1979 12.37 10.52 1992 7.85 7.35
1980 27.23 21.41 1993 26.93 16.74
1981 7.52 (3.40) 1994 4.12 4.95
1982 26.03 25.79 1995 36.58 36.49
1983 38.75 25.65 1996 28.05 28.58
1984 11.82 1.08 1997 21.98 24.78
1985 29.45 32.78 1998 thru 6/30 7.81 14.14

See "Notes to Hypothetical Performance Tables".
</TABLE>

The DowSM Strategic 10 Trust, September 1998 Traditional Series

This Trust and The DowSM Strategic 10 Trust, September 1998 Series offer the
same investment strategy in two separate portfolios with different sales charge
structures. While each Trust initially holds stocks of the same issuers, the
performance of each Trust will differ and the actual composition of each
portfolio may differ.

[CHART APPEARS HERE]

See "Notes to Portfolios".

Hypothetical Strategy Performance

<TABLE>
<CAPTION>
Hypothetical Total Return
- ---------------------------------------------------------------------------------------------------------------------

See "Notes to Hypothetical Performance Tables".

The DowSM Strategic 5 Trust, September 1998 Series

The Trust follows a simple investment strategy: Select the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average. Eliminate the
stock with the lowest share price. Of the remaining stocks, buy the five with
the lowest share price and hold them for about one year. On October 12, 1999,
you can elect to follow the strategy by redeeming your Units and reinvesting the
proceeds in a new trust portfolio, if available.

This Trust and The DowSM Strategic 5, Trust, September 1998 Traditional
Series offer the same investment strategy in two separate portfolios with
different sales charge structures. While each Trust initially holds stocks of
the same issuers, the performance of each Trust will differ and the actual
composition of each portfolio may differ.

[CHART APPEARS HERE]

See "Notes to Portfolios".

Hypothetical Strategy Performance

[CHART APPEARS HERE]

<TABLE>
<CAPTION>
Hypothetical Total Return
- --------------------------------------------------------------------------------------------------------------------

Year Strategy Stocks The Dow 30SM Year Strategy Stocks The Dow 30SM
--------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 18.58% (13.16)% 1986 36.10% 26.92%
1974 0.56 (23.21) 1987 (2.75) 6.02
1975 64.54 44.48 1988 22.65 15.95
1976 39.29 22.75 1989 10.49 31.71
1977 (4.82) (12.70) 1990 (20.71) (0.58)
1978 0.76 2.69 1991 56.02 23.93
1979 19.86 10.52 1992 24.96 7.35
1980 32.33 21.41 1993 38.67 16.74
1981 3.15 (3.40) 1994 3.33 4.95
1982 48.11 25.79 1995 42.57 36.49
1983 43.50 25.65 1996 32.06 28.58
1984 11.60 1.08 1997 27.68 24.78
1985 37.00 32.78 1998 thru 6/30 13.24 14.14
</TABLE>

See "Notes to Hypothetical Performance Tables".

The DowSM Strategic 5 Trust, September 1998 Traditional Series

This Trust and The DowSM Strategic 5 Trust, September 1998 Series offer the
same investment strategy in two separate portfolios with different sales charge
structures. While each Trust initially holds stocks of the same issuers, the
performance of each Trust will differ and the actual composition of each
portfolio may differ.

[CHART APPEARS HERE]

See "Notes to Portfolios".

Hypothetical Strategy Performance

<TABLE>
<CAPTION>
Hypothetical Total Return
- -----------------------------------------------------------------------------------------------------------------------

Year Strategy Stocks The Dow 30SM Year Strategy Stocks The Dow 30SM
------------------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 18.58% (13.16)% 1986 36.10% 26.92%
1974 0.56 (23.21) 1987 (2.75) 6.02
1975 64.54 44.48 1988 22.65 15.95
1976 39.29 22.75 1989 10.49 31.71
1977 (4.82) (12.70) 1990 (20.71) (0.58)
1978 0.76 2.69 1991 56.02 23.93
1979 19.86 10.52 1992 24.96 7.35
1980 32.33 21.41 1993 38.67 16.74
1981 3.15 (3.40) 1994 3.33 4.95
1982 48.11 25.79 1995 42.57 36.49
1983 43.50 25.65 1996 32.06 28.58
1984 11.60 1.08 1997 27.68 24.78
1985 37.00 32.78 1998 thru 6/30 13.24 14.14
</TABLE>

See "Notes to Hypothetical Performance Tables".

Strategic Thirty Trust Global Portfolio, September 1998 Series

The Trust follows a simple investment strategy: Buy the ten highest
dividend-yielding stocks in each of the Dow Jones Industrial Average, Financial
Times Industrial Ordinary Share Index and Hang Seng Index and hold them for
about one year. On October 12, 1999, you can elect to follow the strategy by
redeeming your Units and reinvesting the proceeds in a new trust portfolio, if
available.

<TABLE>
<CAPTION>
Portfolio
- ----------------------------------------------------------------------------------------------------------------
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>
189 AT&T Corporation $ 51.813 2.55% $ 9,792.56
216 Caterpillar, Inc. 45.063 2.66 9,733.50
134 Chevron Corporation 75.688 3.22 10,142.13
174 DuPont (E.I.) de Nemours and Company 56.125 2.49 9,765.75
155 Exxon Corporation 63.938 2.57 9,910.31
168 General Motors Corporation 57.313 3.49 9,628.50
259 International Paper Company 38.688 2.58 10,020.06
104 J.P. Morgan & Company, Inc. 88.000 4.32 9,152.00
143 Minnesota Mining & Manufacturing Company 70.688 3.11 10,108.31
234 Philip Morris Companies, Inc. 42.938 4.10 10,047.38
1,189 Allied Domecq Plc 8.166 5.07 9,709.01
2,046 Blue Circle Industries Plc 4.736 5.13 9,690.06
1,276 British Airways Plc 7.404 3.99 9,446.94
742 British Telecommunications Plc 13.199 2.56 9,793.74
727 BOC Group Plc 12.764 4.18 9,279.14
4,565 BTR Plc 2.182 7.37 9,959.49
978 Imperial Chemical Industries Plc 9.883 5.42 9,665.16
864 Peninsular & Oriental Steam Navigation Company 11.290 4.81 9,754.21
1,120 Royal & Sun Alliance Insurance Group Plc 8.693 4.27 9,736.52
957 ScottishPower Plc 10.301 3.52 9,858.38
21,000 Amoy Properties Limited 0.536 11.57 11,246.90
11,000 Great Eagle Holdings Limited 0.884 8.47 9,724.09
13,000 Hang Lung Development Company Limited 0.839 11.46 10,904.91
20,000 Henderson Investment Limited 0.503 10.77 10,066.07
3,000 Henderson Land Development Company Limited 3.078 10.40 9,233.69
15,000 Hysan Development Company Limited 0.678 18.57 10,162.86
10,000 New World Development Limited 1.065 14.55 10,646.81
38,000 Sino Land Company 0.265 12.68 10,053.17
3,000 Sun Hung Kai Properties Limited 2.955 9.83 8,865.89
10,000 Wharf Holdings Limited 0.974 10.33 9,743.44
- ---------- -------------
160,240 $ 295,840.98
========== =============
</TABLE>

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the Dow Jones Industrial Average, Financial Times Industrial Ordinary Share
Index and Hang Seng Index ("Average of Index Total Returns"). Total return
includes any dividends paid on the stocks together with any increase or decrease
in the value of the stocks. The table illustrates a hypothetical investment in
the Strategy Stocks at the beginning of each year -- similar to buying Units of
the Trust, redeeming them after one year and reinvesting the proceeds in a new
trust portfolio each year.

<TABLE>
<CAPTION>
Hypothetical Total Return
- -------------------------------------------------------------------------------------------------------------------------
Average of Average of
Strategy Index Total Strategy Index Total
Year Stocks Returns Year Stocks Returns
------------------------------------------------ -----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1978 9.34% 11.51% 1989 19.53% 21.56%
1979 28.25 33.92 1990 4.49 7.20
1980 31.16 40.58 1991 31.64 29.22
1981 (1.30) (6.54) 1991 17.12 12.89
1982 (2.83) (7.33) 1993 57.68 53.09
1983 26.66 15.95 1994 (9.66) (7.52)
1984 25.66 16.28 1995 21.56 27.29
1985 49.49 46.77 1996 23.16 25.00
1986 41.78 34.48 1997 5.20 6.69
1987 17.03 12.32 1998 thru 6/30 (2.47) 4.16
1988 26.88 14.41
</TABLE>

See "Notes to Hypothetical Performance Tables".

Strategic Fifteen Trust Global Portfolio, September 1998 Series

The Trust follows a simple investment strategy: Select the ten highest
dividend yielding stocks in each of the Dow Jones Industrial Average, Financial
Times Industrial Ordinary Share Index and Hang Seng Index. Eliminate the stock
from each index with the lowest share price. Of the remaining stocks from each
index, buy the five with the lowest share price and hold them for about one
year. On October 12, 1999, you can elect to follow the strategy by redeeming
your Units and reinvesting the proceeds in a new trust portfolio, if available.

[CHART APPEARS HERE]

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the Dow Jones Industrial Average, Financial Times Industrial Ordinary Share
Index and Hang Seng Index ("Average of Index Total Returns"). Total return
includes any dividends paid on the stocks together with any increase or decrease
in the value of the stocks. The table illustrates a hypothetical investment in
the Strategy Stocks at the beginning of each year -- similar to buying Units of
the Trust, redeeming them after one year and reinvesting the proceeds in a new
trust portfolio each year.

<TABLE>
<CAPTION>
Hypothetical Total Return
- -------------------------------------------------------------------------------------------------------------------------
Average of Average of
Strategy Index Total Strategy Index Total
Year Stocks Returns Year Stocks Returns
----------------------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C>
1978 9.09% 11.51% 1989 16.11% 21.56%
1979 30.44 33.92 1990 (0.73) 7.20
1980 38.85 40.58 1991 42.63 29.22
1981 (5.73) (6.54) 1992 24.25 12.89
1982 9.27 (7.33) 1993 61.25 53.09
1983 29.24 15.95 1984 18.40 16.28
1994 (7.82) (7.52) 1995 16.56 27.29
1985 52.89 46.77 1996 19.37 25.00
1986 37.88 34.48 1997 0.47 6.69
1987 14.02 12.32 1998 thru 6/30 6.80 4.16
1988 31.02 14.41
</TABLE>

See "Notes to Hypothetical Performance Tables"

Strategic Picks Opportunity Trust, September 1998 Series

The Trust follows a simple investment strategy: Beginning with the MSCI USA
Index, remove all stocks of financial and utility companies and stocks in the
Dow Jones Industrial Average. Screen this pool of stocks to include only those
companies with positive one- and three-year sales and earnings growth and two
years of positive dividend growth. Rank the remaining stocks by annual trading
volume and select the top 75%. Buy the ten highest dividend-yielding stocks and
hold them for about one year. On October 12, 1999, you can elect to follow the
strategy by redeeming your Units and reinvesting the proceeds in a new trust
portfolio, if available.

The MSCI USA Index represents approximately 370 large United States
companies. The index has existed since January 1, 1970.

[CHART APPEARS HERE]

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the MSCI USA Index. Total return includes any dividends paid on the stocks
together with any increase or decrease in the value of the stocks. The table
illustrates a hypothetical investment in the Strategy Stocks at the beginning of
each year -- similar to buying Units of the Trust, redeeming them after one year
and reinvesting the proceeds in a new trust portfolio each year.

<TABLE>
<CAPTION>
Hypothetical Total Return
- -----------------------------------------------------------------------------------------------------------------------

Strategy MSCIUSA Strategy MSCIUSA
Year Stocks Index Year Stocks Index
--------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1978 13.26% 6.00% 1989 31.87% 30.21%
1979 17.00 13.86 1990 0.52 (1.89)
1980 40.64 27.97 1991 47.88 30.17
1981 5.09 (3.50) 1992 2.26 7.06
1982 39.84 20.13 1993 7.32 9.82
1983 17.66 21.11 1994 9.91 2.05
1984 10.89 5.71 1995 38.10 37.04
1985 46.11 31.04 1996 23.90 23.36
1986 34.86 17.02 1997 28.64 33.35
1987 11.38 4.41 1998 thru 6/30 14.05 17.14
1988 16.05 15.34
</TABLE>

See "Notes to Hypothetical Performance Tables".

EAFESM Strategic 20 Trust, September 1998 Series

The Trust follows a simple investment strategy: Begin with the stocks in the
Morgan Stanley Capital International Europe, Australasia and Far East Index as
detailed below, one of the most widely-used benchmarks for international
investing. Screen these stocks to include only those companies with positive
one- and three-year sales and earnings growth and three years of positive
dividend growth. Rank the remaining stocks by market capitalization and select
the top 75%. Buy the twenty highest dividend-yielding stocks and hold them for
about one year. On October 12, 1999, you can elect to follow the strategy by
redeeming your Units and reinvesting the proceeds in a new trust portfolio, if
available.

Many consider the MSCI EAFESM Index to be the premier equity benchmark for
global investing. The index represents more than 1,000 stocks in 38 industries
across 21 developed countries. These countries include Australia, Austria,
Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
Malaysia, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland and the United Kingdom. We eliminate stocks traded in
Malaysia and Singapore from the Trust strategy to help limit exposure to
uncertain political and economic considerations.

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the MSCI EAFESM Index. Total return includes any dividends paid on the stocks
together with any increase or decrease in the value of the stocks. The table
illustrates a hypothetical investment in the Strategy Stocks at the beginning of
each year -- similar to buying Units of the Trust, redeeming them after one year
and reinvesting the proceeds in a new trust portfolio each year.

<TABLE>
<CAPTION>
Hypothetical Total Return
- ----------------------------------------------------------------------------------------------------------------------
MSCI MSCI
Strategy EAFESM Strategy EAFESM
Year Stocks Index Year Stocks Index
-------------------------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 (19.87)% (14.17)% 1986 34.96% 69.94%
1974 (39.41) (22.14) 1987 32.39 24.93
1975 100.38 37.10 1988 28.25 28.59
1976 (10.25) 3.74 1989 7.68 10.80
1977 52.69 19.42 1990 (4.90) (23.20)
1978 9.26 34.30 1991 16.94 12.50
1979 26.96 6.18 1992 4.73 (11.85)
1980 23.26 24.43 1993 62.76 32.94
1981 6.49 (1.03) 1994 3.25 8.06
1982 (0.84) (0.86) 1995 24.70 11.55
1983 44.67 24.61 1996 22.02 6.36
1984 21.01 7.86 1997 24.82 2.06
1985 49.75 56.72 1998 thru 6/30 10.11 15.10
</TABLE>

See "Notes to Hypothetical Performance Tables".

Euro Strategic 20 Trust, September 1998 Series

The Trust follows a simple investment strategy: Begin with the stocks in the
Morgan Stanley Capital International Europe Index. Screen these stocks to
include only those companies with positive one- and three-year sales and
earnings growth and three years of positive dividend growth. Rank the remaining
stocks by market capitalization and select the top 75%. Buy the twenty highest
dividend-yielding stocks and hold them for about one year. On October 12, 1999,
you can elect to follow the strategy by redeeming your Units and reinvesting the
proceeds in a new trust portfolio, if available.

The MSCI Europe Index is the most common benchmark used to compare
investments in Europe. Created in 1969, the index currently includes nearly 600
stocks from 15 developed European countries. These countries include Austria,
Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway,
Portugal, Spain, Sweden, Switzerland and the United Kingdom.

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table on the opposite page compares the hypothetical total return of
stocks selected using the Trust's investment strategy (the "Strategy Stocks")
with the stocks in the MSCI Europe Index. Total return includes any dividends
paid on the stocks together with any increase or decrease in the value of the
stocks. The table illustrates a hypothetical investment in the Strategy Stocks
at the beginning of each year -- similar to buying Units of the Trust, redeeming
them after one year and reinvesting the proceeds in a new trust portfolio each
year.

<TABLE>
<CAPTION>
Hypothetical Total Return
- ----------------------------------------------------------------------------------------------------
MSCI MSCI
Strategy Europe Strategy Europe
Year Stocks Index Year Stocks Index
- --------------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C>
1973 (20.56)% (7.73)% 1986 28.68% 44.46%
1974 (42.00) (22.78) 1987 33.71 4.10
1975 106.44 43.90 1988 20.54 16.35
1976 (15.95) (6.37) 1989 12.29 29.06
1977 58.78 23.92 1990 3.35 (3.37)
1978 12.19 24.30 1991 12.08 13.66
1979 26.96 14.67 1992 (8.69) (4.25)
1980 24.95 14.53 1993 15.61 29.79
1981 6.49 (10.45) 1994 4.02 2.66
1982 11.31 5.69 1995 22.92 22.13
1983 23.57 22.38 1996 22.74 21.57
1984 18.23 1.26 1997 36.35 24.20
1985 60.66 79.79 1998 thru 6/30 26.16 26.67
</TABLE>

See "Notes to Hypothetical Performance Tables".

Notes to Hypothetical Performance Tables

The stocks for each strategy for each period were identified by applying the
applicable Trust strategy on the first trading day of the period on the
principal trading exchange. It should be noted that the stocks in any table are
not the same stocks from year to year and may not be the same stocks as those
included in any Trust. Total return for each period was calculated by (1)
subtracting the closing sale price of the stocks on the first trading day of the
period from the closing sale price of the stocks on the last trading day of the
period, (2) adding dividends paid during that period and (3) dividing the result
by the closing sale price of the stocks on the first trading day of the period.
Adjustments were made to reflect events such as stock splits and corporate
spin-offs. Total return does not take into consideration sales charges,
commissions, expenses or taxes that will be incurred by Unitholders. With
respect to foreign securities, all values are converted into U.S. dollars using
the applicable currency exchange rate.

These tables represent hypothetical past performance of the Trust strategies
(not the Trusts) and are not guarantees or indications of future performance of
any Trust. Unitholders will not necessarily realize as high a total return as
the hypothetical returns in the tables for several reasons including, among
others: the total return figures in the tables do not reflect sales charges,
commissions, Trust expenses or taxes; the Trusts are established at different
times of the year; a Trust may not be able to invest equally in the Securities
and may not be fully invested at all times; the Securities are often purchased
or sold at prices different from the closing prices used in buying and selling
Units; and currency exchange rates will be different. In addition, both stock
prices (which may appreciate or depreciate) and dividends (which may be
increased, reduced or eliminated) will affect actual returns. There can be no
assurance that any Trust will outperform the related stock index over thirteen
months, its life or future rollover periods, if available. The sources for the
information contained in the tables are Barron's, Bloomberg L.P., Dow Jones
Corporation, Morgan Stanley Capital International, Ibbotson Associates,
Datastream International, Inc., Extell Financial LTD. and the Hong Kong Stock
Exchange. The Sponsor has not independently verified the data obtained from
these sources but has no reason to believe that this data is incorrect in any
material respect.

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 September 3,
1998 and have settlement dates ranging from September 9, 1998 to September 30,
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. Other
information regarding the Securities, as of the Initial Date of Deposit, is as
follows:

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- -------------
The DowSM Strategic 10 Trust $ 148,712 $ --
The DowSM Strategic 10 Traditional Trust $ 146,109 $ --
The DowSM Strategic 5 Trust $ 149,130 $ --
The DowSM Strategic 5 Traditional Trust $ 146,483 $ --
Strategic Picks Opportunity Trust $ 148,383 $ --
Strategic 30 Global Trust $ 296,554 $ (713)
Strategic 15 Global Trust $ 149,224 $ 22
EAFESM Strategic 20 Trust $ 245,877 $ 1,644
Euro Strategic 20 Trust $ 246,059 $ 530

(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.

Air Products and Chemicals, Inc. Air Products and Chemicals, Inc. produces
industrial gas and related industrial process equipment. The company also
produces and markets polymer chemicals,performance chemicals, and chemical
intermediates. Air Products recovers and distributes oxygen, nitrogen, argon,
hydrogen, and a variety of medical and specialty gases. The company supplies
cryogenic and other process equipment.

Allied Domecq PLC. Allied Domecq PLC is an international food, drink and
hospitality group. The Company owns the "Baskin Robbins" ice cream and "Dunkin'
Donuts" food chains and "Firkin" pubs chain. Through Hiram Walker, the Company
also produces a wide range of brands, including "Ballantine's" scotch whisky,
"Canadian Club" Canadian whisky, "Kahlua," "Tia Maria," "Beefeater Gin" and
other brands.

Amoy Properties Limited. Amoy Properties Limited is a property investment
company. The principal activities of the Company are property investment and
investment holding,and through its subsidiaries, property investment for rental
income, car park management and property management.

AT&T Corporation. AT&T Corporation offers communication services and
products. The company provides voice, data, and video telecommunications
services to consumers, large and small businesses, and government entities. AT&T
and its subsidiaries furnish regional,domestic, international, and local
telecommunication services. The company also provides cellular telephone and
wireless services, as well as other services.

Autopistas, Concesionaria Espanola SA. Autopistas, Concesionaria Espanola SA
operates and maintains motorways in Spain. The company is the concessionaire for
the La Jonquera-Barcelona-Tarragona, Zaragoza-Mediterranean and
Montgat-Mataro-Malgrat-Palafolls motorways.

Australian Gas Light Company, Limited. Australian Gas Light Company, Limited
distributes, transports and sells natural gas and oil throughout Australasia.
The company primarily produces and sells petroleum products, constructs
pipelines and invests in related companies. AGL also holds interest in operating
companies which produce and distribute gas in Australia.

BASF AG. BASF AG produces industrial and commercial raw materials and
finished products worldwide. The company explores and refines oil, operates gas
and oil distribution and storage facilities, as well as produces
pharmaceuticals, chemicals, drugs, vitamins and agricultural fertilizers and
crop protection agents. BASF also produces a variety of plastics, dyestuffs,
pigments and polymer products.

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.

BIC SA. BIC SA manufactures pens, pencils, lighters, shavers, correcting
fluid and windsurfing boards. The company's subsidiaries, Conte and
Sheaffer,manufacture and distribute writing utensils and the Guy Laroche unit
manufactures and distributes women's clothing.

Blue Circle Industries PLC. Blue Circle Industries PLC manufactures cement,
concrete, aggregates, bathroom fixtures and heating supplies. The Company
produces cement, concrete and aggregates worldwide and manufactures and sells
furnaces, boilers, bathroom sinks, toilets and other fixtures in Europe. Blue
Circle also manages 10,200 hectares in the United Kingdom, develops real estate
and builds homes.

BOC Group PLC. BOC Group PLC manufactures a range of industrial and
speciality gases, vacuum pumps, and maintains extensive distribution operates.
The Company also produces equipment used to coat glass and packaging film. BOC
has manufacturing operations in over 60 countries and sells their products
internationally.

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 Telecommunicatins 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. BT has
operations internationally.

BTR PLC. BTR PLC is a holding company for an international group of
industrial manufacturing companies. The Group operates through four divisions:
Automotive Components, Power Drives, Process Control and Specialist Engineering.
The Group has operations in Australia, South America, Asia Pacific, India and
North America.

Caterpillar, Inc. Caterpillar, Inc. designs, manufactures, and markets
earthmoving and construction machines, as well as mining and agricultural
machinery. The company provides financing alternatives for its equipment.
Caterpillar's machines are distributed through 65 dealers in the United States
and 132 internationally. Machines are used for marine, agricultural, petroleum,
industrial, and other applications.

Chevron Corporation. Chevron Corporation explores for, develops, and
produces crude oil and natural gas. The company also refines crude oil into
finished petroleum products, as well as markets and transports crude oil,
natural gas, and petroleum products. Chevron manufactures and markets a variety
of chemicals for industrial use and mines for coal. The company operates in the
United States and approximately 90 countries.

Chrysler Corporation. Chrysler Corporation researches, designs,
manufactures, assembles, and sells cars, trucks, and related parts and
accessories. The company's automotive products are marketed through retail
dealerships. Automobiles are sold under the brand names "Chrysler," "Dodge,"
"Plymouth," "Eagle," and "Jeep." Chrysler also provides consumer and dealer
automotive financing for its products.

CLP Holdings, Limited. CLP Holdings, Limited is an investment holding
company whose subsidiaries generate and supply electricity to Kowloon and the
New Territories in Hong Kong. The company also exports electric power to
Guangdong Province in the People's Republic of China. Its subsidiaries are
involved in property investment and development.

Coca-Cola Amatil, Limited. Coca-Cola Amatil, Limited manufactures,
distributes and sells carbonated soft drinks. "Coca-Cola" beverage products
include, "Sprite", "POWERaDE", "Fanta", "Cappy" and "Lift". The company's
products are sold in Australia, New Zealand, Philippines, Korea, and South East
Asia.

Deere & Company. Deere & Company manufactures and distributes a range of
agricultural, construction and forestry, and commercial and consumer equipment.
The company supplies replacement parts for its own products and for those of
other manufacturers. Deere also provides financial services including credit,
insurance products, and managed health care plans.

DuPont (E.I.) de Nemours and Company. DuPont (E.I.) de Nemours and Company
operates in six industry segments which include chemicals, fibers, polymers,
petroleum, life sciences, and diversified businesses. The company, through its
subsidiaries, conducts fully integrated petroleum operations and produces
petroleum liquids. Du Pont and its subsidiaries operate in approximately 70
countries.

Electrabel SA. Electrabel SA generates and sells electricity and distributes
natural gas in Belgium. The company distributes electricity to consumers and
industrial customers, distributes fuel to nuclear power stations and manages the
nuclear fuel cycle. Electrabel produces and distributes steam and drinking water
to customers and offers cable television services.

Elsevier NV. Elsevier NV is a holding company with a 47.1% interest in Reed
Elsevier Plc, an international publishing and information provider. Reed
Elsevier provides published information for scientific and medical sectors, as
well as for business and professionals and consumer groups.

Eridania Beghin-Say SA. Eridania Beghin-Say SA refines, manufactures and
processes agricultural products. These products include sugar, starch
derivatives, refined oils and proteins, animal feed and packaged consumer food
products. Subsidiaries of the company include Distillerie de la Region de
Chalons, ISI (Italy) and Matravideki Cukorgyar (Hungary).

Exxon Corporation. Exxon Corporation explores for and produces crude oil and
natural gas; manufactures petroleum products; and transports and sells crude
oil, natural gas, and petroleum products. The company also manufactures and
markets basic petrochemicals, including olefins and aromatics, as well as
supplies specialty rubbers and additives for fuels and lubricants.

Fiat SpA. Fiat SpA manufactures automobiles, commercial vehicles and farm
and construction equipment. The Company produces automobiles under the "Fiat",
"Lancia", "Auto-Bianchi", "Alfa Romeo", "Innocenti", "Ferrari" and "Maserati"
brands as well as other vehicles such as tractors, combines, bulldozers and
excavators. Fiat sells its products around the world.

FKI Plc. FKI Plc is an international group of autonomous manufacturers. The
group produces a wide range of products for the material handling, hardware,
engineering and process control markets. The material handling, hardware and
automotive groups primarily operate in the United States, while the engineering
and process control groups primarily serve the United Kingdom and Europe.

General Dynamics Corporation. General Dynamics Corporation manufactures
defense products. The Company designs and builds nuclear submarines for the
United States Navy and performs overhaul, repair work and engineering services.
General Dynamics also produces battle tanks for the United States Army and
Marine Corps and offers engineering, upgrade and support services. General
Motors Corporation. General Motors Corporation manufactures and sells vehicles
worldwide under the "Chevrolet", "Buick", "Cadillac", "Oldsmobile", "Pontiac",
"Saturn", and "GMC" names. The company also offers financing, insurance, and
mortgage banking, as well as manufactures satellites, locomotives, and
heavy-duty transmissions.

Genuine Parts Company. Genuine Parts Company distributes replacement
automobile and industrial parts and office products. The company operates 62
"NAPA" and three "Balkamp" automobile parts distribution centers in the United
States. Genuine's other products include industrial bearings, power transmission
equipment, material handling components, agricultural and irrigation equipment,
and office furniture.

Great Eagle Holdings Ltd. Great Eagle Holdings Ltd. is an investment holding
company. The principal activities of the subsidiaries are property development,
property investment, hotel and restaurant operations,trading of building
materials, share investmmet, provision of management and maintenance services,
property management, financing and insurance agency.

Hang Lung Development Company Limited. Hang Lung Development Company
Limited, through its subsidiaries, invests in and develops real estate for sale
and for rental income. The Company also manages hotels and operates car park
businesses.

Henderson Investment Ltd. Henderson Investment Ltd. is an investment holding
company. The principal activities of its subsidiaries are property development
and investment, investment holding, retailing and hotel business.

Henderson Land Development Company Ltd. Henderson Land Development Company
Ltd. is a holding company whose main operations include property development and
investment, project management, construction, property management, finance and
investment holding.

Hong Kong Telecommunications, Limited. Hong Kong Telecommunications, Limited
provides telecommunications, computer, engineering and other services. The
company also sells and rents telecommunications equipment. The principal
activities of the company are carried out mainly in Hong Kong.

Hong Kong and China Gas Company, Limited. HongKong and China Gas Company,
Limited produces, distributes and markets gas and gas appliances to residential
and industrial customers. The company markets through "Towngas" brand name, for
domestic and commercial cooking and water heating as well as a heating fuel for
the industrial market. Its subsidiaries develop and manage commercial
properties, also develop gas projects in China.

Hysan Development Company Ltd. Hysan Development Company Ltd. is an
investment holding company.Its subsidiaries are active in the field of property
investment, property development and capital market investment. The Company's
profits mainly come from commercial rental income and luxury residential
property located in Hong Kong.

Imetal SA. Imetal SA manufactures and sells building materials and
industrial minerals and processes metals. The company produces clay roofing
tiles, slate and concrete components. Imetal is active throughout France and
also has operations through subsidiaries in the United Kingdom, Spain, the Czech
Republic, China, Canada, South Africa, Belgium, Germany, Italy, the Netherlands,
and the United States.

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

International Paper Company. International Paper Company manufactures
printing and writing paper, pulp, tissue, paperboard, packaging, and wood
products. The company also manufactures non-woven papers, specialty chemicals,
and specialty panels and laminated products. International Paper sells its
products primarily in the United States, Europe, and the Pacific Rim.

J.P. Morgan & Company Inc. J.P. Morgan & Company, Inc., through
subsidiaries, offers financial services to corporations, governments, financial
institutions, institutional investors, professional firms, privately-held
companies and individuals. The company offers loans, advises on mergers,
acquisitions and privatizations, underwrites debt and equity issues and deals in
government-issued securities worldwide. Kemira Oyj manufactures chemicals. The
company produces industrial, water treatment and pulp and paper industry
chemicals, titanium dioxide, fertilizers, plant nutrients, paint and tinting
systems, as well as catalytic converters for automobiles and respiratory
protective equipment. Kemira sells its products worldwide.

Limited, Inc. Limited, Inc. is a specialty retailer. The company operates
more than 5,000 stores under the "Lerner New York", "Express", "Lane Bryant",
"The Limited", "Henri Bendel", "Structure", "The Limited Too", and "Galyan's
Trading Co". names. The Limited also has interest in Intimate Brands, Inc. and
Abercrombie & Fitch Co.

LVMH (Louis Vuitton Met Hennessy). LVMH (Louis Vuitton Moet Hennessy) is a
diversified luxury goods conglomerate. It produces and sells champagne under the
brands "Moet & Chandon", "Veuve Clicquot Ponsardin", and "Pommery." LVMH also
produces cognac through "Hennessy" and "Hine." The company makes perfumes,
cosmetics, luggage, jewelry, and haute couture through "Christian Dior" and
"Loewe."

Masco Corporation. Masco Corporation manufactures building, home improvement
and consumer products. Masco manufactures faucets, specialty bath items such as
hand held shower products, whirlpools, steam units and spas, kitchen and bath
cabinetry, cooktops, ranges, refrigerators, lock sets and other builders'
hardware. The company also provides installation of insulation and other
building products.

May Department Stores Company. May Department Stores Company, through its
various chains of department stores, retails a variety of goods throughout the
United States. The company operates approximately 369 department stores in 30
states and the District of Columbia.

Minnesota Mining and Manufacturing Company. Minnesota Mining and
Manufacturing Company is a diversified manufacturer of industrial, commercial
and health care products. The company produces and markets more than 60,000
products worldwide. Minnesota's products include "Post-it" Notes, "Wetordry"
sandpaper, "Scotchgard" fabric, film and photo protectors, "Thinsulate"
insulation products, and "Alge Block" copper roofing.

New World Development Company Ltd. New World Development Company Ltd. is an
investment holding company whose subsidiaries are involved in property
development and investment. The Company also has hotel operations, construction
and civil engineering activities, telecommunication services, insurance,
transportation and infrastructural investment.

Next Plc. Next Plc is a high street retail, home shopping and financial
services company. The group retails and offers home shopping for ladieswear,
menswear, childrenswear, interiors, accessories and fashion jewelery in the
United Kingdom. Next also provides consumer financial, telecommunications and
property development services in the United Kingdom, and has retail operations
in the United States.

Peninsular and Oriental Steam Navigation Company. Peninsular and Oriental
Steam Navigation Company's primary activities include container and bulk
shipping, property investment, construction and development and cruise, ferry
and transport services. Peninsular and Oriental operates worldwide. The Group's
cruise lines include "Princess" and "P&O."

PetroFina SA. PetroFina SA explores for and produces oil onshore and
offshore in
the United States, Africa, Asia and Europe. The company also distributes and
processes crude oil and natural gas throughout Western Europe. Petrofina is
involved in the production and sales of base chemicals, polymers, petrochmicals,
paints, oleochemicals and lubricants.

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.

QBE Insurance Group, Limited. QBE Insurance Group, Limited is an insurance
company which underwrites most forms of commercial and industrial insurance
policies, as well as individual policies. The coverage of the company spans
approximately 22 countries, including Fiji, Bermuda, Hong Kong, New Zealand, and
the United Kingdom. QBE also provides reinsurance policies.

Rio Tinto, Limited. Rio Tinto, Limited is an international mining company.
The company has interests in mining for aluminum, borax, coal, copper, gold,
iron ore, lead, silver, tin, uranium, zinc, titanium dioxide feedstock,
diamonds, talc and zircon. Rio Tinto's various mining operations are located in
Australia, New Zealand, South Africa, South America, Europe and Canada.

Royal & Sun Alliance Group PLC. Royal & Sun Alliance Insurance Group PLC is
the holding company for the multi- national insurance companies Sun Alliance
Group plc and Royal Insurance Holdings plc. The Companies provide major classes
of general and life insurances to customers in the United Kingdom, Australia,
Canada, Scandinavia, South Africa and the United States.

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.

Santos, Limited. Santos, Limited is an independent oil, gas and natural gas
liquid exploration and production company. The company conducts major onshore
and offshore petroleum activities in Australia (Cooper/Eromanga Basins), the
United States, the United Kingdom, Indonesia, and Papua New Guinea. The company
also transports crude oil by pipeline.

SBC Communications, Inc. SBC Communications, Inc. is a holding company whose
subsidiaries and affiliates operate primarily in the communications services
industry. The company provides landline and wireless telecommunications services
and equipment, directory advertising, publishing, and cable television services.
SBC's principal subsidiaries include Southwestern Bell Telephone Company and
Pacific Bell.

Scottish Power PLC. Scottish Power PLC is an integrated power and energy
group that generates and supplies electricity and provides electrical power
systems throughout the United Kingdom. The Group also provides water and waste
water services and operates in the gas and telecommunications sectors.

SEB SA. SEB SA manufactures consumer appliances such as irons, bathroom
scales, electric scales, electric toothbrushes, toasters, coffee-makers, vacuum
cleaners and telephones. The company's five brand names, "Calor", "Rowenta",
"Arno", "SEB", and "Tefal" are sold in France, Germany, Spain, Portugal, North
and South America, Eastern Europe, the United Kingdom, the Middle East and Asia.

SEITA. SEITA manufactures cigarettes including Gauloises and Gitanes brands
as well as pipe and loose tobacco. The company distributes its own products and
its competitors' products. It also manufactures and markets cigars and matches.

Sino Land Company. Sino Land Company is an investment holding company. The
Company and its subsidiaries develop and invest in real estate, trade in
securities and provide financing services.

Sun Hung Kai Properties, Limited. Sun Hung Kai Properties, Limited is
involved in property development and investment, hotel ownership, construction,
finance, insurance, property and parking management, cinema and
godown/warehousing operations, garment manufacturing, public transport and
telecommunications.

Technip. Technip designs and constructs industrial facilities. The company
designs and builds factories which produce and process petroleum products,
natural gas and chemicals and buildings for the transportation and power
generation industries. Technip operates in Europe, the Americas, the Middle
East, Russia and Malaysia.

Telecom Corporation of New Zealand, Limited. Telecom Corporation of New
Zealand, Limited provides telecommunications services throughout New Zealand and
internationally, to both households and businesses. The company offers cellular
telephone, telephone directories, radio dispatch and paging services and
internet related services and solutions.

Total SA. Total SA explores for, produces, refines, transports and markets
oil and natural gas. The company also operates a chemical division which
produces rubber, paint, ink, adhesives and resins. In addition, Total has
interests in coal mining and in the nuclear power, cogeneration and electricity
sectors. The company operates worldwide.

USX-Marathon Group. USX-Marathon Group, a business unit of USX Corporation,
includes Marathon Oil Company and certain other subsidiaries of USX. The group
explores for, produces, transports, and markets crude oil and natural gas
worldwide. Marathon also refines, markets, and transports petroleum products in
the United States.

Wharf (Holdings) Ltd. Wharf (Holdings) Ltd. is involved in property, hotels,
terminal and warehousing, and cable television.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Van Kampen Funds Inc. and the Unitholders of
Van Kampen Focus Portfolios, Series 111:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 111 as of September 4, 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 Focus Portfolios, Series
111 as of September 4, 1998, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP

Chicago, Illinois
September 4, 1998

<TABLE>
STATEMENTS OF CONDITION
As of September 4, 1998
<CAPTION>

The DowSM
The DowSM Strategic 10 The DowSM
Strategic 10 Traditional Strategic 5
INVESTMENT IN SECURITIES Trust Trust Trust
-------------- ------------- --------------
<S> <C> <C> <C>

Contracts to purchase Securities (1) $ 148,712 $ 146,109 $ 149,130

Total $ 148,712 $ 146,109 $ 149,130

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 253 $ 815 $ 281
Deferred sales charge liability (3) 2,629 -- 2,636
Interest of Unitholders--
Cost to investors (4) 150,220 150,250 150,640
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 4,390 4,956 4,427

Net interest to Unitholders (4) 145,830 145,294 146,213

Total $ 148,712 $ 146,109 $ 149,130
</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 under "Summary of Essential Financial
Information". A distribution will be made as of the close of the initial
offering period to an account maintained by the Trustee from which the
organizational expense 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.

<TABLE>
STATEMENTS OF CONDITION
As of September 4, 1998
<CAPTION>

The DowSM
Strategic 5 Strategic Strategic
Traditional Thirty Fifteen
INVESTMENT IN SECURITIES Trust Global Trust Global Trust
-------------- ------------- --------------
<S> <C> <C> <C>
Contracts to purchase Securities (1) $ 146,483 $ 295,841 $ 149,246

Total $ 146,483 $ 295,841 $ 149,246

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 1,199 $ 2,282 $ 781
Deferred sales charge liability (3) -- 5,230 2,638
Interest of Unitholders--
Cost to investors (4) 150,630 298,830 150,760
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 5,346 10,501 4,933

Net interest to Unitholders (4) 145,284 288,329 145,827

Total $ 146,483 $ 295,841 $ 149,246
</TABLE>

<TABLE>
STATEMENTS OF CONDITION
As of September 4, 1998
<CAPTION>

Strategic
Picks EAFESM Euro
Opportunity Strategic 20 Strategic 20
INVESTMENT IN SECURITIES Trust Trust Trust
-------------- ------------- --------------
<S> <C> <C> <C>
Contracts to purchase Securities (1) $ 148,383 $ 247,521 $ 246,589

Total $ 148,383 $ 247,521 $ 246,589

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 315 $ 1,837 $ 1,830
Deferred sales charge liability (3) 2,923 4,876 4,857
Interest of Unitholders--
Cost to investors (4) 149,890 250,030 249,080
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 4,745 9,222 9,178

Net interest to Unitholders (4) 145,145 240,808 239,902

Total $ 148,383 $ 247,521 $ 246,589
</TABLE>

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 Funds Inc., as
Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The Bank of New
York, as Trustee, and American Portfolio Evaluation Services, a division of Van
Kampen Investment Advisory Corp., as Evaluator.

The Trusts offer investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities which
are components of major stock market indexes. A Trust may be an appropriate
medium for investors who desire to participate in a portfolio of stocks with
greater diversification than they might be able to acquire individually and who
are seeking to achieve a better performance than the related indexes through an
investment in the highest dividend yielding stocks of these indexes. An
investment in approximately equal values of such stocks each year has in most
instances provided a higher total return than investments in all of the stocks
which are components of the respective
indexes.

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 Trust's portfolio that
existed immediately prior to the subsequent deposit. 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 objective of each Trust is to provide an above average total return
through a combination of potential capital appreciation and dividend income,
consistent with the preservation of invested capital, by investing in a
portfolio of actively traded equity securities selected using the Trust's
investment strategy. There is no assurance that a Trust will achieve its
objective.

The DowSM Strategic 10 Trust portfolios are selected by ranking the DJIASM
stocks by dividend yield and including the ten highest dividend yielding stocks
in the related Trust portfolio.

The DowSM Strategic 5 Trust portfolios are selected by implementing the
following strategy. The ten highest dividend yielding DJIASM stocks are
identified. These stocks are ranked by share price and the lowest priced stock
is eliminated. Of the remaining nine stocks, the five lowest priced stocks are
selected for the Trust portfolio.

The Strategic Picks Trust portfolio is selected by implementing the following
investment strategy. Beginning with the MSCI USA Index, all stocks of companies
in the financial or utility sectors and stocks in the DJIASM are removed. This
pool of stocks is screened to include only those companies that have positive
one- and three-year sales and earnings growth rates and two years of positive
dividend growth. The remaining stocks are ranked highest to lowest by annual
trading volume and only the top 75% are retained. The remaining stocks are
ranked by dividend yield and the ten highest dividend yielding stocks are
selected for the Trust portfolio.

The EAFESM Strategic 20 Trust portfolio is selected by implementing the
following investment strategy. Beginning with the MSCIEAFESM Index, all stocks
are screened for positive one- and three-year sales and earnings growth rates
and three years of consecutive dividend increases. Stocks traded in Malaysia or
Singapore are also eliminated. The remaining stocks are ranked highest to lowest
by market capitalization and only the top 75% are retained. The remaining stocks
are ranked by dividend yield and the twenty highest dividend yielding stocks are
selected for the Trust portfolio.

The Euro Strategic 20 Trust is selected by implementing the following
strategy. Beginning with the MSCI Europe Index, all stocks are screened for
positive one- and three-year sales and earnings growth rates and three years of
consecutive dividend increases. The remaining stocks are ranked highest to
lowest by market capitalization and only the top 75% are retained. The remaining
stocks are ranked by dividend yield and the twenty highest dividend yielding
stocks are selected for the Trust portfolio.

The publishers of the indexes have not participated in any way in the
creation of the Trusts or in the selection of stocks included in the Trusts and
have not approved any information herein relating thereto. With the exception of
the Morgan Stanley Capital International Indexes, the publishers of these
indexes have not granted to the Trusts or the Sponsor a license to use the
indexes and are not affiliated with the Sponsor.

Each Trust portfolio is selected by implementing the Trust strategy as of the
close of business three business days prior to the Initial Date of Deposit (the
"Selection Time"). In the case of securities traded on a United States
securities exchange, the dividend yield is computed by annualizing the last
dividend declared and dividing the result by the market value at the Selection
Time. In the case of securities traded on a foreign securities exchange, the
dividend yield is computed by adding the most recent interim and final dividends
declared and dividing the result by the market value at the Selection Time.

The Trusts seek to achieve better performance than the related indexes
through similar investment strategies. Investment in a number of companies
having high dividends relative to their stock prices (because their stock prices
may be undervalued) is designed to increase the potential for higher returns
over time. The Trust investment strategies are designed to be implemented on an
annual basis. Investors who hold Units through Trust termination may have
investment results that differ significantly from a Unit investment that is
reinvested into a new trust every twelve months.

A balanced investment portfolio incorporates various style and capitalization
characteristics. The Sponsor offers unit trusts with a variety of styles and
capitalizations to meet your needs. The Sponsor determines style characteristics
(growth and 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.

Investors should note that the above criteria were applied to the Securities
for inclusion in the Trusts as of three business days prior to the Initial Date
of Deposit. Subsequent to this date, the Securities may no longer be included in
an index or meet the above criteria. Should a Security no longer be included in
these indexes or meet the selection criteria, the Security will not as a result
thereof be removed from its Trust portfolio.

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

PRICE VOLATILITY. The Trusts invest in 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
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. Stocks represent ownership interests in the issuers and are not
obligations of the issuers. 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 certain Trusts invest in foreign stocks, these Trusts
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. These 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.
These 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 a Trust 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.

EUROPE. Certain Trusts invest in stocks principally traded in Europe. These
Trusts involve additional risks that differ from an investment in United States
companies. In recent years, many European countries have participated in an
effort to create a single European market. As part of this effort, the euro is
scheduled to become the legal currency of participating European countries
beginning January 1, 1999. At that time the currencies of these countries will
no longer exist in their own right but will instead become denominations of the
euro. It is uncertain which European countries, if any, will participate in the
single European currency. We cannot predict the impact that a single currency
will have on foreign exchange rates, interest rates or the value of your Trust.
The issuers of the European stocks are subject to the effects of the recent
political and social change in Europe. We cannot predict the impact of these
changes on your Trust.

UNITED KINGDOM. Certain Trusts invest in stocks principally traded in the
United Kingdom. These Trusts involve additional risks that differ from an
investment that is diversified among several countries. The U.K. economy depends
significantly on the services sector (such as wholesale and retail sector,
banking, finance, insurance and tourism). This sector accounts for a majority of
the U.K. gross national product and a significant part of the U.K.'s balance of
payments. Any downturn in this sector could have a significant negative impact
on the Trusts that invest in U.K. stocks. Since the U.K. is a member of the
European Union, it is subject to the effects of the recent rapid political and
social change in the U.K. and Europe. We cannot predict the impact of these
changes on a Trust.

The euro is scheduled to become the legal currency of participating European
countries beginning January 1, 1999. At that time the currencies of these
countries will no longer exist in their own right but will instead become
denominations of the euro. We cannot predict whether any country will
participate in the single European currency. We cannot predict the impact that
this will have on foreign exchange rates, interest rates or the value of stocks.

HONG KONG. Certain Trusts invest in stocks principally traded in Hong Kong.
These Trusts involve additional risks that differ from an investment that is
diversified among several countries. Specifically, these Trusts involve risks
related to Hong Kong's political and economic environment, the volatility of the
Hong Kong stock market, and the concentration of real estate companies in the
Hang Seng Index.

Hong Kong Political and Economic Environment. Since July 1, 1997, Hong Kong
has been a Special Administrative Region of The People's Republic of China under
an agreement between China and the United Kingdom. Prior to that time Hong Kong
had been a colony of the U.K. since the 1840's. The British government in Hong
Kong generally did not impose significant restrictions on industry and foreign
exchange. While China agreed that for 50 years it would preserve the capitalist
economy, legal system and social freedoms of that system, we cannot guarantee
that China will fulfill its agreement. This agreement and the laws of Hong Kong
are subject to China's interpretation. Any exercise of sovereignty by China
toward a socialist system could negatively impact the Hong Kong market.
Political developments and statements by public figures in China and Hong Kong
can significantly affect the Hong Kong stock market. China currently enjoys
"most favored nation" status from the United States. Revocation of this status
could have a severe effect on China's economy and a negative impact on the value
of a Trust.

The Hong Kong dollar has been "pegged" to the U.S. dollar since 1983. This
means that the Hong Kong dollar is permitted to fluctuate from the U.S. dollar
only within a certain range. We cannot guarantee that this will continue.
Removal of this peg could have a negative impact on the value of a Trust.

Volatility of Hong Kong Stock Market. Prices of stocks in the Hang Seng Index
can be highly volatile. For example, in 1989 the index rose from its 1988
year-end level of 2,687 to 3,310 in May. However, the index then fell to 2,094
in June 1989 following the events at Tiananmen Square in China. During 1994 the
index lost approximately 31% of its value. Between October 20, 1997 and October
28, 1997, the index fell approximately 38% due to concern that the Hong Kong
dollar's peg to the U.S. dollar might be removed and interest rates would rise
dramatically.

The composition of the Hang Seng Index may change. Delisting or removal of a
stock from the index may have a negative impact on a Trust but would not cause a
Trust to remove the stock from its portfolio or prevent additional purchases of
the stock. The publishers of the index have removed a number of companies from
the index in recent years. For example, in 1994 and 1995 certain affiliated
companies delisted from the Hong Kong Stock Exchange and were removed from the
index. These stocks represented about 10% of capitalization of the index at the
time. In October 1997, the index publisher replaced Shun Tak Holdings Ltd. and
South China Morning Post (Holdings) Ltd. with Shanghai Industrial Holdings Ltd.
and China Telecom (Hong Kong) Ltd. At this time the index publisher announced
that the index no longer requires that component stocks have a substantial
business presence in Hong Kong because an increasing number of Chinese stocks
are traded on the Hong Kong Stock Exchange.

Hong Kong Real Estate Companies. The Hang Seng Index includes a substantial
number of stocks of companies engaged in real estate management, development,
leasing, sales and related activities. Any negative impact on this industry
could have a greater impact on the value of the Trust than on a portfolio
diversified over several industries. These companies face risks such as economic
recession, the cyclical nature of real estate markets, competitive overbuilding,
unusual weather, changing demographics, changes in government regulations,
increases in material and labor costs, and the inability to obtain acceptable
construction financing or mortgage loans. Recent increases in interest rates
have hurt real estate prices in Hong Kong. Some Hong Kong real estate companies
now purchase and develop real estate in major cities in China. Construction
costs and the supply of residential and office space have increased in certain
of these cities. This could have a negative impact on certain companies.

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 "Fee Table" describes the sales charges
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. 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. These costs include 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. The initial offering period sales
charge is reduced as follows:

AGGREGATE
DOLLAR AMOUNT SALES CHARGE
OF UNITS PURCHASED* REDUCTION
--------------------- ----------------
$50,000 - $99,999 0.25%
$100,000 - $149,999 0.50
$150,000 - $999,999 0.85
$1,000,000 or more 1.75
- ---------------
*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-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 the
units purchased are of a unit investment trust purchased on the Initial Purchase
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 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 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-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%.

During the initial offering period of the Trusts, unitholders of unaffiliated
unit investment trusts having an investment strategy similar to the investment
strategy of the Trusts may utilize proceeds received upon termination or upon
redemption immediately preceding termination of such unaffiliated trust to
purchase Units of a Trust 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 Funds 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. 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 as
set forth in the following table. A portion of the concessions or agency
commissions represents amounts paid by the Sponsor out of its own assets as
additional compensation.

AGGREGATE STRATEGIC
DOLLAR AMOUNT OF THIRTY AND ALL OTHER
UNITS PURCHASED FIFTEEN TRUSTS TRUSTS
------------------------- -------------- ---------
$10 - $49,999 2.10% 2.25%
$50,000 - $99,999 1.85 2.00
$100,000 - $149,000 1.60 1.75
$150,000 - $999,999 1.25 1.40
$1,000,000 or more 0.50 0.65

In addition to the amounts above, during the initial offering period any firm
that distributes 500,000 - 999,999 Units of the Strategic Picks Trust or
Strategic 20 Trusts will receive additional compensation of $.0025 per Unit; any
firm that distributes 1,000,000 - 1,999,999 Units of such Trust will receive
additional compensation of $.005 per Unit; any firm that distributes 2,000,000 -
2,999,999 Units of such Trust will receive additional compensation of $.01 per
Unit; any firm that distributes 3,000,000 - 3,999,999 Units of such Trust will
receive additional compensation of $.015 per Unit; any firm that distributes
4,000,000 - 4,999,999 Units of such Trust will receive additional compensation
of $.02 per Unit; any firm that distributes 5,000,000 Units or more of such
Trust will receive additional compensation of $.025 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 unit investment trusts who use their redemption or termination proceeds
to purchase Units of the Trusts, the total concession or agency commission will
equal the following amounts (or such lesser amount resulting from discounts):
DowSM and Strategic Picks Trusts - 1.30% per Unit; Strategic Thirty and Fifteen
Trusts - 1.10% per Unit; and Strategic 20 Trusts - 1.25% per Unit. For all
secondary market transactions the total concession or agency commission will
amount to 2.1% per Unit. 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.
The breakpoint concessions or agency commissions are also applied on a Unit
basis utilizing a breakpoint equivalent of $10 per Unit and will be applied on
whichever basis is more favorable to the broker, dealer or agent.

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. The Sponsor intends to
maintain a secondary market for Units only during the first six months following
the Initial Date of Deposit. 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
- --------------------------------------------------------------------------------

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 appear 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 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 rata 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 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 Trusts do not offer in kind distributions of
portfolio securities that 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 rata 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 include estimated organizational and offering 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.

SPECIAL REDEMPTION AND ROLLOVER. We currently intend to offer a subsequent
series of each Trust for a Rollover when the Trusts terminate.

On the Rollover Notification Date you will have the option to (1) participate
in the Rollover and have your Units reinvested into a subsequent trust series,
(2) receive an in kind distribution of Securities (if applicable) or (3) receive
a cash distribution.

If you elect to participate in the Rollover, your Units will be redeemed on
the Special Redemption Date. As the redemption proceeds become available, the
proceeds (including dividends) will be invested in a new trust series at the
public offering price for the new trust. The Trustee will attempt to sell
Securities to satisfy the redemption as quickly as practicable on the Special
Redemption Date. We do not anticipate that the sale period will be longer than
one day, however, certain factors could affect the ability to sell the
Securities and could impact the length of the sale period. The liquidity of any
Security depends on the daily trading volume of the Security and the amount
available for redemption and reinvestment on any day.

We intend to make subsequent trust series available for sale at various times
during the year. Of course, we cannot guarantee that a subsequent trust or
sufficient units will be available or that any subsequent trusts will offer the
same investment strategies or objectives as the current Trusts. We cannot
guarantee that a Rollover will avoid any negative market price consequences
resulting from trading large volumes of securities. Market price trends may make
it advantageous to sell or buy securities more quickly or more slowly than
permitted by the Trust procedures. We may, in our sole discretion, modify a
Rollover or stop creating units of a trust at any time regardless of whether all
proceeds of Unitholders have been reinvested in a Rollover. If we decide not to
offer a subsequent series, Unitholders will be notified prior to the Special
Redemption Date. Cash which has not been reinvested in a Rollover will be
distributed to Unitholders shortly after the Special Redemption Date. Rollover
participants may receive taxable dividends or realize taxable capital gains
which are reinvested in connection with a Rollover but may not be entitled to a
deduction for capital losses due to the "wash sale" tax rules. Due to the
reinvestment in a subsequent trust, no cash will be distributed to pay any
taxes. See "Taxation".

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

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 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.

Pursuant to an exemptive order, each terminating Trust is permitted to sell
Securities to a new trust series if those Securities meet the investment
strategy of the new trust. The exemption enables each Trust to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor.

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. An
investment in Units, however, will be redeemed on the first Special Redemption
Date unless the Unitholder elects in writing to remain invested through the
Mandatory Termination Date. 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 Funds Inc., a Delaware corporation, is the Sponsor of
the Trust. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter &
Co. Van Kampen Funds 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
Funds 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 trusts or
investment strategies utilized by the 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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UNITED STATES FEDERAL TAXATION

General. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as capital assets
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (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 a
Trust.

For purposes of the following discussion and opinions, 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. Each 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 a Trust under the Code; and the income of each
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Security when such income is considered to be received by a
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 a Trust regardless of whether such dividends are used to pay a
portion of any deferred sales charge imposed. Unitholders will be taxed in this
manner regardless of whether distributions from a Trust are actually received by
the Unitholder or are automatically reinvested (see "Rights of
Unitholders--Reinvestment Option").

3. Each Unitholder will have a taxable event when a Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder from a Trust 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
a 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 initial tax basis for his pro rata portion of each Security held by a Trust.
Unitholders should consult their own tax advisers with regard to the calculation
of basis. For federal income tax purposes, a Unitholder's pro rata portion of
the dividends, as defined by Section 316 of the Code, paid by a corporation with
respect to a Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits". A
Unitholder's pro rata portion of dividends paid on such Security which exceed
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 a 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 a Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). Unitholders should consult their tax advisers regarding
the recognition of gains and losses for federal income tax purposes. In
particular, a Rollover Unitholder should be aware that a Rollover Unitholder's
loss, if any, incurred in connection with the exchange of Units for units in the
next new series of the Trusts (the "New Fund") will generally be disallowed with
respect to the disposition of any Securities pursuant to such exchange to the
extent that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the New
Fund in the manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending 30 days after
such disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of gains and losses for
federal income tax purposes.

Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trusts 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 any deferred sales
charge imposed.

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

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

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a 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 a
Trust as miscellaneous itemized deductions subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a Trust
or Disposition of Units. As discussed above, a Unitholder may recognize taxable
gain (or loss) when a Security is disposed of by a Trust or if the Unitholder
disposes of a Unit (although losses incurred by Rollover Unitholders may be
subject to disallowance, as discussed above). The Internal Revenue Service
Restructuring and Reform Act of 1998 (the "1998 Tax 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)
realized from property (with certain exclusions) is subject to a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in the
lowest tax bracket). 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. The legislation is generally effective retroactively for amounts properly
taken into account on or after January 1, 1998. Capital gains realized from
assets held for one year or less are taxed at the same rates as ordinary income.

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

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

Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a 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 of certain Securities in a Trust. A
Unitholder may also under certain circumstances request an in kind distribution
of certain Securities in a Trust upon the termination of such Trust. A
Unitholder will receive cash representing his pro rata portion of the foreign
Securities in a Trust. See "Rights of Unitholders--Redemption of Units". The
Unitholder requesting an in kind distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of such in kind
distribution will be reduced by the amount of the Distribution Expenses. See
"Rights of Unitholders--Redemption of Units". As previously discussed, prior to
the redemption of Units or the termination of a Trust, a Unitholder is
considered as owning a pro rata portion of each of such Trust's assets for
federal income tax purposes. The receipt of an in kind distribution will result
in a Unitholder receiving an undivided interest in whole shares of stock plus,
possibly, cash.

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

Because each 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 such 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 such Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.

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

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder for
his Units. The cost of the Units is allocated among the Securities held in a
Trust in accordance with the proportion of the fair market values of such
Securities on the valuation date nearest the date the Units are purchased in
order to determine such Unitholder's tax basis for his pro rata portion of each
Security.

A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by a 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.

Other Matters. 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 a Trust to such
Unitholder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by a Trust (other than those that
are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.

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

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

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

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

In the opinion of special counsel to the Fund for New York tax matters, each
Trust is not an association taxable as a corporation and the income of the
Trusts 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
in one of the Trusts 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.

UNITED KINGDOM TAXATION

Tax Consequences of Ownership of Ordinary Shares. In the opinion of
Linklaters & Paines, United Kingdom special counsel to the Sponsor, based on the
terms of the Strategic Thirty Trust Global or Strategic Fifteen Trust Global
Portfolios as described in this prospectus and on certain representations made
by special U.S. counsel to the Sponsor, the following summary accurately
describes certain U.K. tax consequences for certain U.S. Unitholders who
beneficially hold Units of such Trusts as capital assets. This summary is based
upon current U.S. law, U.K. taxation law and Inland Revenue practice in the
U.K., the U.S./U.K. convention relating to taxes on income and capital gains
("the Treaty"), and the U.S./U.K. convention relating to estate and gift taxes
(the "Estate Tax Treaty"). The summary is a general guide only and is subject to
any changes in U.K. or U.S. law, or the practice relating thereto and in the
Treaty or Estate Tax Treaty occurring after the date of this Prospectus which
may affect (including possibly on a retroactive basis) the tax consequences
described herein. Accordingly, Unitholders should consult their own tax advisers
as to the U.K. tax consequences applicable to their particular circumstances of
ownership of the Units of the Strategic Thirty Trust Global or Strategic Fifteen
Trust Global Portfolios.

Taxation of Dividends. Where a U.K. resident individual receives a dividend
from a U.K. company (other than a foreign income dividend (see below)), such
individual is generally entitled to a tax credit, which may be offset against
such individual's U.K. taxes, or, in certain circumstances, repaid. Under the
Treaty, a U.S. Unitholder, who is resident in the U.S. for the purposes of the
Treaty, may, in appropriate circumstances, be entitled to a repayment of that
tax credit, but any such repayment is subject to U.K. withholding tax at the
rate of 15% of the sum of the dividend and the credit. For dividends paid before
April 6, 1999, the tax credit, before such withholding, is equal to one quarter
of the dividend (the "Tax Credit Amount"). Although such a U.S. Unitholder who
held shares directly in a company resident in the U.K. for the purposes of the
Treaty could generally claim a refund of a portion of the Tax Credit Amount
attributable to the dividend (a "Treaty Payment") pursuant to the terms of the
Treaty, the ability of such a U.S. Unitholder to claim such a Treaty Payment is
unclear where dividend payments are made directly to an entity such as the
Trusts. Any claim for such a Treaty Payment would have to be supported by
evidence of such U.S. Unitholder's entitlement to the relevant dividend. There
is no established procedure for proving such entitlement where the U.K. company
pays the dividend to a person such as the Trusts unless a specific procedure is
negotiated in advance with the U.K. Inland Revenue. In the absence of agreeing
such a special procedure, Unitholders who are U.S. Persons should note that they
may not in practice be able to claim a Treaty Payment from the U.K. Inland
Revenue.

For dividends paid on or after April 6, 1999, the tax credit is to be
reduced to one ninth of the dividend. U.S. Unitholders should note that it will
not therefore be possible to claim a Treaty Payment in respect of dividends paid
on U.K. Securities by a U.K. company on or after April 6, 1999.

Certain U.K. companies which themselves receive income from other
jurisdictions which is subject to withholding of tax at source may elect to pay
some or all of their distributions as foreign income dividends. If a U.K.
company the shares of which are held in a Trust pays a foreign income dividend,
no tax credit will be attributable to such dividend. Accordingly, a U.S.
Unitholder would not be entitled to any repayment of a tax credit under the
Treaty in respect of such dividends. No election to pay a distribution as a
foreign income dividend may be made in respect of distributions paid by a U.K.
company on or after April 6, 1999.

Taxation of Capital Gains. U.S. Unitholders who are neither resident nor
ordinarily resident for tax purposes in the U.K. will not be liable for U.K. tax
on capital gains realized on the disposal of their Units unless such Units are
used, held or acquired for the purposes of a trade, profession or vocation
carried on in the U.K. through a branch or agency or for the purposes of such
branch or agency.

U.K. Inheritance Tax. An individual Unitholder who is domiciled in the U.S.
for the purposes of the Estate Tax Treaty and who is not a national of the U.K.
for the purposes of the Estate Tax Treaty will generally not be subject to U.K.
inheritance tax in respect of Units in a Trust on the individual's death or on a
gift or other non-arm's length transfer of such Units during the individual's
lifetime provided that any applicable U.S. federal gift or estate tax liability
is paid, unless the Units are part of the business property of a permanent
establishment of the individual in the U.K. or pertain to a fixed base in the
U.K. used by an individual for the performance of independent personal services.
Where the Units have been placed in trust by a settlor, the Units will generally
not be subject to U.K. inheritance tax if the settlor, at the time of
settlement, was domiciled in the U.S. for the purposes of the Estate Tax Treaty
and was not a U.K. national, provided that any applicable U.S. federal gift or
estate tax liability is paid. In the exceptional case where the Units are
subject both to U.K. inheritance tax and to U.S. federal gift or estate tax, the
Estate Tax Treaty generally provides for the tax payable in the U.K. to be
credited against tax paid in the U.S. or for tax paid in the U.S. to be credited
against tax payable in the U.K. based on priority rules set out in that Treaty.

Stamp Tax. In connection with a transfer of U.K. Securities in a Trust,
there is generally imposed a U.K. stamp duty or stamp duty reserve tax payable
upon transfer, which tax is usually imposed on the purchaser of such Securities.
Upon acquisition of the U.K. Securities in a Trust, the Trust paid such tax. It
is anticipated that upon the sale of such Securities such tax will be paid by
the purchaser thereof and not by the Trust.

HONG KONG TAXATION

The Sponsor has been advised that the following summary accurately describes
the Hong Kong tax consequences under existing law to U.S. Unitholders of Units
of the Strategic Thirty Trust Global or Strategic Fifteen Trust Global
Portfolios. This discussion is for general purposes only and assumes that such
Unitholder is not carrying on a trade, profession or business in Hong Kong and
has no profits sourced in Hong Kong arising from the carrying on of such trade,
profession or business. Unitholders should consult their tax advisers as to the
Hong Kong tax consequences of ownership of the Units of the Trusts applicable to
their particular circumstances.

Taxation of Dividends. Amounts in respect of dividends paid to Unitholders
are not taxable and therefore will not be subject to the deduction of any
withholding tax.

Profits Tax. A Unitholder other than a person carrying on a trade,
profession or business in Hong Kong) will not be subject to profits tax on any
gain or profits made on the realization or other disposal of his Units.

Hong Kong Estate Duty. Units will not give rise to a liability to Hong Kong
estate duty.

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

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 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. When these amounts are paid by or owing to the
Trustee, they are secured by a lien 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
- --------------------------------------------------------------------------------

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

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
- --------------------------------------------------------------------------------
TITLE PAGE

Summary of Essential Financial Information.................................. 2
Fee Table................................................................... 3

The DowSM Strategic 10 Trust, September 1998 Series......................... 4
The DowSM Strategic 10 Trust, September 1998 Traditional Series............. 6
The DowSM Strategic 5 Trust, September 1998 Series.......................... 8
The DowSM Strategic 5 Trust, September 1998 Traditional Series.............. 10
Strategic Thirty Trust Global Portfolio, September 1998 Series.............. 12
Strategic Fifteen Trust Global Portfolio, September 1998 Series............. 14
Strategic Picks Opportunity Trust, September 1998 Series.................... 16
EAFESM Strategic 20 Trust, September 1998 Series............................ 18
Euro Strategic 20 Trust, September 1998 Series.............................. 20

Notes to Hypothetical Performance Tables.................................... 22
Notes to Portfolios......................................................... 22
The Securities.............................................................. 23
Report of Independent Certified Public Accountants.......................... 30
Statements of Condition .................................................... 31
The Trusts.................................................................. A-1
Objectives and Securities Selection......................................... A-1
Risk Factors................................................................ A-3
Public Offering............................................................. A-5
Rights of Unitholders....................................................... A-9
Trust Administration........................................................A-11
Taxation....................................................................A-14
Trust Operating Expenses....................................................A-19
Other Matters...............................................................A-20
Additional Information......................................................A-20
- --------------
When Units of the Trusts are no longer available this prospectus may be used as
a preliminary prospectus for a future Trust. If this prospectus is used for
future Trusts you should note the following:

The information in this prospectus is not complete with respect to future Trust
series and may be changed. No person may sell Units of future Trusts until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell Units and is not
soliciting an offer to buy Units in any state where the offer or sale is not
permitted.

PROSPECTUS

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SEPTEMBER 4, 1998

VAN KAMPEN FOCUS PORTFOLIOS

THE DOWSM STRATEGIC 10 TRUST, SEPTEMBER 1998 SERIES
THE DOWSM STRATEGIC 10 TRUST, SEPTEMBER 1998 TRADITIONAL SERIES
THE DOWSM STRATEGIC 5 TRUST, SEPTEMBER 1998SERIES
THE DOWSM STRATEGIC 5 TRUST, SEPTEMBER 1998 TRADITIONAL SERIES
STRATEGIC THIRTY TRUST GLOBAL PORTFOLIO, SEPTEMBER 1998 SERIES
STRATEGIC FIFTEEN TRUST GLOBAL PORTFOLIO, SEPTEMBER 1998 SERIES
STRATEGIC PICKS OPPORTUNITY TRUST, SEPTEMBER 1998SERIES
EAFESM STRATEGIC 20 TRUST, SEPTEMBER 1998 SERIES
EURO STRATEGIC 20 TRUST, SEPTEMBER 1998 SERIES

VAN KAMPEN FUNDS INC.

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this prospectus for future reference.

VAN KAMPEN
INFORMATION SUPPLEMENT
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111

- --------------------------------------------------------------------------------
This Information Supplement provides additional information concerning the
risks and operations of the Trust which is not described in the Prospectus. You
should read this Information Supplement in conjunction with the Prospectus. This
Information Supplement is not a prospectus. It does not include all of the
information that you should consider before investing in a Trust. This
Information Supplement may not be used to offer or sell Units without the
Prospectus. You can obtain copies of the Prospectus 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.
All capitalized terms have been defined in the Prospectus.

TABLE OF CONTENTS
PAGE
Risk Factors 2
The Trust Strategies 6
The Indexes 7
Sponsor Information 12
Trustee Information 12
Trust Termination 13

RISK FACTORS

PRICE VOLATILITY. Because the Trusts invest in 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. 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. Stocks represent ownership interests in a company and are not
obligations of the company. 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 certain Trusts invest in foreign stocks, these
Trusts 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. Certain 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. 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.

GLOBAL TRUST INFORMATION. The information provided below details certain
important factors which impact the economies of both the United Kingdom and Hong
Kong. This information has been extracted from various governmental and private
publications, but no representation can be made as to its accuracy; furthermore,
no representation is made that any correlation exists between the economies of
the United Kingdom and Hong Kong and the value of the Securities held by certain
Trusts.

United Kingdom. The emphasis of United Kingdom's economy is in the private
services sector, which includes the wholesale and retail sector, banking,
finance, insurance, and tourism. Services as a whole account for a majority of
the United Kingdom's gross national product and makes a significant contribution
to the country's balance of payments. The United Kingdom experienced a recovery
of output in 1993-1994 accompanied by falling rates of inflation despite
expectations to the contrary. Quarterly changes in real gross domestic product
("GDP") in the United Kingdom grew moderately during 1994 and 1995 with an
approximate .5% increase in the last quarter of 1995 over the previous quarter.
The average quarterly rate of GDP growth in the United Kingdom (as well as in
Europe generally) has been decelerating since 1994.

The United Kingdom is a member of the European Union (the "EU"), formerly
known as the European Economic Community (the "EEC"). The EU was created through
the formation of the Maastricht Treaty on European Union in late 1993. It is
expected that the Treaty will have the effect of eliminating most remaining
trade barriers between the fifteen member nations and make Europe one of the
largest common markets in the world. The EU has the potential to become a
powerful trade bloc with a population of over 350 million people and an annual
gross national product of more than $4 trillion. However, the effective
implementation of the Treaty provisions and the rate at which trade barriers are
eliminated is uncertain at this time. Furthermore, the rapid political and
social change throughout Europe make the extent and nature of future economic
development in the United Kingdom and Europe and the impact of such development
upon the value of the Equity Securities in a Trust impossible to predict.
Volatility in oil prices could slow economic development throughout Western
Europe. Moreover, it is not possible to accurately predict the effect of the
current political and economic situation upon long-term inflation and balance of
trade cycles and how these changes would affect the currency exchange rate
between the U.S. dollar and the British pound sterling.

Hong Kong. Hong Kong, established as a British colony in the 1840's, reverted
to Chinese sovereignty effective July 1, 1997. On such date, Hong Kong became a
Special Administrative Region ("SAR") of China. Hong Kong's new constitution is
the Basic Law (promulgated by China in 1990). Prior to July 1, 1997, Hong Kong
government generally followed a laissez-faire policy toward industry. There were
no major import, export or foreign exchange restrictions. Regulation of business
was generally minimal with certain exceptions, including regulated entry into
certain sectors of the economy and a fixed exchange rate regime by which the
Hong Kong dollar has been pegged to the U.S. dollar. Over the ten year period
between 1983 and 1993, real gross domestic product increased at an average
annual rate of approximately 6%.

Although China has committed by treaty to preserve for 50 years the economic
and social freedoms enjoyed in Hong Kong prior to the reversion, the
continuation of the economic system in Hong Kong after the reversion will be
dependent on the Chinese government and there can be no assurances that the
commitment made by China regarding Hong Kong will be maintained. Prior to the
reversion, legislation was enacted in Hong Kong designed to extend democratic
voting procedures for Hong Kong's legislature. China expressed disagreement with
this legislation which it stated was in contravention of the principles
evidenced in the Basic Law of the Hong Kong SAR. The National People's Congress
of China has passed a resolution to the effect that the Legislative Council and
certain other councils and boards of the Hong Kong Government were to be
terminated on June 30, 1997. Such bodies have subsequently been reconstituted in
accordance with China's interpretation of the Basic Law. Any increase in
uncertainty as to the future economic and political status of Hong Kong could
have a materially adverse effect on the value of a Trust. The Sponsor is unable
to predict the level of market liquidity or volatility which may occur as a
result of the reversion to sovereignty, both of which may negatively impact a
Trust and the value of the Units.

China currently enjoys most favored nation status from the United States,
which is subject to annual review by the President of the United States and
Congress. As a result of Hong Kong's reversion to Chinese control, U.S.
lawmakers have suggested that they may review China's most favored nation status
on a more frequent basis. Revocation of most favored nation status would have a
severe effect on China's trade and thus could have a materially adverse effect
on the value of a Trust.

The performance of certain companies listed on the Hong Kong Stock Exchange
is linked to the economic climate of China. For example, between 1985 and 1990,
Hong Kong businesses invested $20 billion in the nearby Chinese province of
Guangdong to take advantage of the lower property and labor costs than were
available in Hong Kong. Recently, however, high economic growth in this area
(industrial production grew at an annual rate of about 20% in 1991, 24% in 1992
and 36.5% in 1993) has been associated with rising inflation and concerns about
the devaluation of the Chinese currency. The currency crisis which has affected
a majority of Asian markets since mid-1997 has forced Hong Kong leaders to
address whether to devalue the Hong Kong dollar or maintain its peg to the U.S.
dollar. Any downturn in economic growth or increase in the rate of inflation in
China or Hong Kong could have a materially adverse effect on the value of a
Trust.

Securities prices on the Hong Kong Exchange and, specifically the Hang Seng
Index, can be highly volatile nd are sensitive to developments in Hong Kong and
China, as well as other world markets. For example, the Hang Seng Index declined
by approximately 36% in October, 1997, as a result of speculation that the Hong
Kong dollar would become the next victim of the Asian currency crisis, and in
1989, the Hang Seng Index dropped 1,216 points (approximately 58%) in early June
following the events at Tiananmen Square. The Hang Seng Index gradually climbed
in subsequent months but fell by 181 points on October 13, 1989 (approximately
6.5%) following a substantial fall in the U.S. stock markets. During 1994, the
Hang Seng Index lost approximately 31% of its value. The Hang Seng Index is
subject to change, and delisting of any issues or removal of issuers from the
Hang Seng Index may have an adverse impact on the performance of a Trust,
although delisting or removal would not necessarily result in the disposal of
the stock of these companies, nor would it prevent a Trust from purchasing
additional Equity Securities. In recent years, a number of companies have
delisted from the Hong Kong Stock Exchange, including Jardine Matheson Holdings
Ltd. and Jardine Strategic Holdings Ltd. in 1994 and three other Jardine
affiliates in 1995. These five companies represented almost 10% of the total
capitalization of the Hang Seng Index at that time. In addition, Shun Tak
Holdings Ltd. and South China Morning Post (Holdings) Ltd. were removed from the
Hang Seng Index and replaced by Shanghai Industrial Holdings Ltd. and China
Telecom (Hong Kong) Ltd. on January 27, 1998. As part of this change, HSI
Services Ltd. announced that because the Hong Kong Stock Exchange now lists more
Chinese and China-affiliated companies, stocks included in the Hang Seng Index
would no longer be required to have a substantial business presence in Hong
Kong. HSI Services also announced that a listing history on the Hong Kong Stock
Exchange of less than 24 months would not preclude a company from being included
in the Hang Seng Index (this has generally been a criteria for inclusion in the
past). Shanghai Industrial only became listed on the Exchange in May 1996 and
China Telecom listed in October 1997. In addition, on August 30, 1996, two
issuers, Hong Kong Aircraft Engineering Co. Ltd. and Miramar Hotel and
Investment, were removed from the Hang Seng Index. These issuers were replaced
by First Pacific Company Ltd. and Henderson Investments Ltd. No assurance can be
made that future changes in the composition of the Hang Seng Index will not
occur.

A Strategic Thirty and Strategic Fifteen Trust may be considered to be
concentrated in common stocks of companies engaged in real estate asset
management, development, leasing, property sale and other related activities.
Investment in securities issued by these real estate companies should be made
with an understanding of the many factors which may have an adverse impact on
the equity securities or a particular company or industry. Generally, these
include economic recession, the cyclical nature of real estate markets,
competitive overbuilding, unusually adverse weather conditions, changing
demographics, changes in governmental regulations (including tax laws and
environmental, building, zoning and sales regulation), increases in real estate
taxes or costs of material and labor, the inability to secure performance
guarantees or insurance as required, the unavailability of investment capital
and the inability to obtain construction financing or mortgage loans at rates
acceptable to builders and purchases of real estate. With recent Chinese
economic development and reform, certain Hong Kong real estate companies and
other investors began purchasing and developing real estate in southern China.
By 1992, however, southern China began to experience a rise in real estate
prices and construction costs, a growing supply of real estate and a tightening
of credit markets. Any worsening of these conditions could affect the
profitability and financial condition of Hong Kong real estate companies and
could have a materially adverse effect on the value of a Strategic Thirty and
Strategic Fifteen Trust.

Exchange Rate. The post-World War II international monetary system was, until
1973, dominated by the Bretton Woods Treaty, which established a system of fixed
exchange rates and the convertibility of the United States dollar into gold
through foreign central banks. Starting in 1971, growing volatility in the
foreign exchange markets caused the United States to abandon gold convertibility
and to effect a small devaluation of the United States dollar. In 1973, the
system of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most Western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating international
market. Many smaller or developing countries have continued to "peg" their
currencies to the United States dollar although there has been some interest in
recent years in "pegging" currencies to "baskets" of other currencies or to a
Special Drawing Right administered by the International Monetary Fund. Since
1983, the Hong Kong dollar has been pegged to the U.S. dollar. In Europe a
European Currency Unit ("ECU") has been developed. Currencies are generally
traded by leading international commercial banks and institutional investors
(including corporate treasurers, money managers, pension funds and insurance
companies). From time to time, central banks in a number of countries also are
major buyers and sellers of foreign currencies, mostly for the purpose of
preventing or reducing substantial exchange rate fluctuations.

The following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and end of
month equivalent U.S. dollar rates of exchange for the United Kingdom pound
sterling and the Hong Kong dollar:

FOREIGN EXCHANGE RATES
RANGE OF FLUCTUATIONS IN
FOREIGN CURRENCIES
----------------------------------
UNITED KINGDOM
ANNUAL POUND STERLING/ HONG KONG/
PERIOD U.S. DOLLAR U.S. DOLLAR
----------- --------------- -------------
1983 0.616-0.707 6.480-8.700
1984 0.670-0.864 7.774-8.050
1985 0.672-0.951 7.729-7.990
1986 0.643-0.726 7.768-7.819
1987 0.530-0.680 7.751-7.822
1988 0.525-0.601 7.764-7.912
1989 0.548-0.661 7.775-7.817
1990 0.504-0.627 7.740-7.817
1991 0.499-0.624 7.716-7.803
1992 0.499-0.667 7.697-7.781
1993 0.630-0.705 7.722-7.766
1994 0.610-0.684 7.723-7.750
1995 0.610-0.653 7.726-7.763
1996 0.583-0.670 7.724-7.742
1997 0.633-0.584 7.751-7.708
Source: Bloomberg L.P.

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 TRUST STRATEGIES

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.

The companies represented in the Trusts are some of the most well-known and
highly capitalized companies in the world. The Trusts seek to achieve better
performances than the related indexes through similar investment strategies.
Investment in a number of companies having high dividends relative to their
stock prices (usually because their stock prices are undervalued) is designed to
increase each Trust's potential for higher returns. There is, of course, no
assurance that a Trust (which includes expenses and sales charges) will achieve
its objective.

Certain of the Trusts may be suitable for investors who seek to diversify
their equity holdings with investments in foreign equity securities. Today's
international market offers many opportunities. While the U.S. stock market has
generally performed well in the past, international markets may provide
significant opportunities as well. The U.S. stock market has been one of the top
three performers in terms of total return among developed country markets only
once between 1993-1997 and was never the top performer in these years. Global
diversification may offer the potential to enhance overall portfolio
performance. In addition, investors may be able to achieve a better risk/return
potential by allocating an investment among a domestic investment and an
international investment. For example, rather than investing exclusively in the
Strategic Picks Trust strategy, the Standard & Poor's 500 Index stocks or in the
EAFE Strategic 20 Trust strategy, an investor may be able to achieve a better
combination of potential return and potential risk by investing 70% in the
Strategic Picks Trust strategy or Standard & Poor's 500 Index stocks and 30% in
the EAFE Strategic 20 Trust strategy. International markets can experience
different performances and while some markets may be experiencing rapid growth,
others may be in temporary decline. These market movements may offer attractive
growth potential and possible portfolio diversification for investors seeking to
add to their existing equity portfolio. Certain of the Trusts seek to combine
the growth potential of undervalued stocks with the strength of stocks listed on
a foreign stock market index. Typically, companies listed on a major market
index are widely recognized, firmly established and financially strong.
Therefore, when undervalued, these stocks may provide investors with significant
growth opportunities.

Corporate restructuring, acquisitions and the use of technology may enhance
the ability of foreign companies to increase their potential profitability.
Progress of the European Monetary Union efforts to create a unified currency
could potentially add to European growth rates. In addition, if the U.S. dollar
does not remain as strong as in the recent past, foreign stocks may benefit and
foreign stocks may be relatively attractive from a valuation standpoint compared
to U.S. stock prices. Of course, an investment in foreign securities involves
risks, certain of which differ from an investment in U.S. stocks. See "Risk
Factors".

In particular, the Sponsor believes that the Trusts holding foreign stocks
may offer investors an attractive opportunity to diversify their portfolio with
an international component. First, markets have tended to be cyclical in
performance and at certain times U.S. stocks have outperformed foreign stocks
while foreign stocks have outperformed U.S. stocks over other periods. Second,
the U.S. stock market has been among the top five markets in terms of total
returns from 1988 through 1997 only four times and was never the top performing
market in these years (as measured by the MSCI USA Index and other MSCI country
indexes in developed market countries). Third, while diversification of
investments cannot eliminate the risk of loss, an investor may be able to reduce
overall portfolio risk by diversifying into international investments since
approximately 60% of the world's market capitalization exists outside the U.S.
Finally, over the last 10 years the stocks in Standard & Poor's 500 Index have
collectively shown a total return that is greater than the 25-year average total
return 6 times while the stocks in the MSCI EAFESM Index have collectively
outperformed the 25-year average total return only twice in the last 10 years.
Although it is impossible to predict the future of stocks markets, the MSCI
EAFESM Index stocks at some time are likely to return to the average in the
future.

It should be noted that the foregoing yield comparisons do not take into
account any expenses or sales commissions which would arise from an investment
in Units of the Trusts. The Trusts seek to achieve better performances than the
related indexes through similar investment strategies. Investment in a number of
companies having high dividends relative to their stock prices (usually because
their stock prices are undervalued) is designed to increase each Trust's
potential for higher returns. There is, of course, no assurance that a Trust
(which includes expenses and sales charges) will achieve its objective. The
investment strategies utilized by the Trusts are designed to be implemented on
an annual basis. Investors who hold Units through Trust termination may have
investment results that differ significantly from a Unit investment that is
reinvested into a new trust each year.

Investors should note that the above criteria were applied to the
Securities for inclusion in the Trusts as of three business days prior to the
Initial Date of Deposit. Subsequent to this date, the Securities may no longer
be included in an index, may not be providing one of the ten highest dividend
yields within these indexes or may not have one of the 2nd through 6th lowest
per share prices within the relevant index. Should a Security no longer be
included in these indexes or meet the criteria used for selection for a Trust,
such Security will not as a result thereof be removed from a Trust portfolio.

THE INDEXES

THE DOW JONES INDUSTRIAL AVERAGE. The Dow Jones Industrial Average ("DJIA")
was first published in The Wall Street Journal in 1896. Initially consisting of
just 12 stocks, the DJIA expanded to 20 stocks in 1916 and its present size of
30 stocks on October 1, 1928. The companies which make up the DJIA have remained
relatively constant over the life of the DJIA. The following is the list as it
currently appears:

Allied Signal
Aluminum Company of America
American Express Company
AT&T Corporation
Boeing Company
Caterpillar, Inc.
Chevron Corporation
Coca-Cola Company
Eastman Kodak Company
E.I. du Pont de Nemours & Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett-Packard Company
International Business Machines Corporation
International Paper Company
J.P. Morgan & Company, Inc.
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck and Company
Travelers Group, Inc.
Union Carbide Corporation
United Technologies Corporation
Wal-Mart Stores, Inc.
Walt Disney Company

"Dow JonesSM", "Dow Jones Industrial AverageSM", "The Dow 5SM", "The Dow
10SM", "The Dow 30SM", "The DowSM", and "DJIASM" are proprietary to and service
marks of Dow Jones & Company, Inc. and have been licensed for use for certain
purposes by the Trusts. The Trusts are not sponsored, endorsed, sold or promoted
by Dow Jones and Dow Jones makes no representation regarding the avisability of
investing in any Trust.

THE FINANCIAL TIMES INDUSTRIAL ORDINARY SHARE INDEX. The Financial Times
Industrial Ordinary Share Index (the "FT Index") is comprised of 30 common
stocks chosen by the editors of The Financial Times as representative of British
industry and commerce. The FT Index began as the Financial News Industrial
Ordinary Share Index in London in 1935 and became the Financial Times Industrial
Ordinary Share Index in 1947. The FT Index is calculated by FTSE International
Ltd ("FTSE"). All copy right in the FT Index Constituent list vests in FTSE.
FTSE does not sponsor, promote or endorse this product. The following stocks are
currently represented in the FT Index.

ASDA Group
Allied Domecq Plc
BG Plc
BOC Group
BTR Plc
Blue Circle Industries Plc
Boots Co
British Airways British Petroleum
British Telecom Plc
Cadbury Scheweppes
Courtaulds Plc
Diageo Plc EMI Group Plc
General Electric Company Plc
Glaxo Wellcome Plc
Granada Group Guest
Keen & Nettlefolds (GKN) Plc
Imperial Chemical Industries Plc
Lloyds TSB Group Plc
Lucas Varity Plc
Marks & Spencer
National Westminster Bank Plc
Peninsular & Oriental Steam Navigation Company
Reuters Holdings
Royal & Sun Alliance Insurance Group Plc
ScottishPower Plc
SmithKline Beecham
Tate & Lyle plc
Vodaphone Group Plc

THE HANG SENG INDEX. The Hang Seng Index, first published in 1969, consists
of 33 of the stocks currently listed on the Stock Exchange of Hong Kong Ltd.
(the "Hong Kong Stock Exchange"). The Hang Seng Index, which is representative
of commerce and industry, finance, properties and utilities, is comprised of the
following companies:

Amoy Properties Ltd.
Bank of East Asia
Cathay Pacific Airways
Cheung Kong (Holdings) Ltd.
Cheung Kong Infrastructure Holdings
China Light & Power Company Ltd.
China Resources Enterprise Ltd.
China Telecom (Hong Kong) Ltd.
Citic Pacific
First Pacific Company Ltd.
Great Eagle Holdings
Guangdong Investment
Hang Lung Development Company
Hang Seng Bank Ltd.
Henderson Investment Ltd.
Henderson Land Development Company Ltd.
Hong Kong and China Gas
Hong Kong Electric Holdings Ltd.
Hong Kong and Shanghai Hotels
Hong Kong Telecommunications Ltd.
Hopewell Holdings
HSBC Holdings Plc
Hutchison Whampoa
Hysan Development Company Ltd.
New World Development Co. Ltd.
Shanghai Industrial Holdings Ltd.
Shangri-La Asia Ltd.
Sino Land Co. Ltd.
Sun Hung Kai Properties Ltd.
Swire Pacific (A)
Television Broadcasts
Wharf Holdings
Wheelock &Co.

THE MSCI INDEXES. While the MSCI index methodology has evolved to capture the
growth of the investment universe, the index philosophy has never been
compromised to simplify the complicated process of investing: MSCI indices are
based on detailed analysis to make it easier for the investor to measure
international performance. Constituents are selected for a country index through
the following process: (1) Define the "Market"; (2) Capture 60% of the market
capitalization of the country across all industry groups; (3) Select the most
liquid securities within each industry; (4) Select stocks with sufficient free
float; (5) Avoid cross-ownership; and (6) Apply full market capitalization
weights. The MSCI USA Index consists of approximately 370 large domestic
companies in the United States and has existed since January 1, 1970. The MSCI
EAFESM Index is considered to be the premier equity benchmark for global
investing and represents more than 1,000 stocks in 38 industries across 21
developed countries. These countries include Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom.

The initial research for the MSCI Indices covers the full breadth of the
global equity securities market. Country specialists track the evolution of both
listed and unlisted shares of domestically listed companies in nearly every
country in the world. Based in Geneva, these country teams collect share,
pricing, ownership, float and liquidity data for effectively all companies
worldwide. Sources for this information are local stock exchanges and brokerage
firms, newspapers, and company contacts. From this master matrix, the total
country market capitalization is adjusted for double-counting and non-domiciled
companies. All of the companies within this research coverage are eligible for
inclusion in the MSCI indices except non-domiciled companies, investment trusts
and mutual funds.

Once the total country market capitalization is analyzed, 60% of the
capitalization of each industry group and thus 60% of the entire market is
targeted for each MSCI index. This ensures that the index reflects the industry
characteristics of the overall market, and permits the construction of accurate
regional and global industry indices. Research coverage in MSCI products and
publications extends beyond the index coverage (60%) to capture 80% of the
market for each country. This coverage includes daily performance as well as
monthly valuation ratios and summarized financial statement data. When selecting
the constituents of an index, the most effective industry classification is
used--either the local convention or the MSCI schema of 38 industry groups--in
order to mirror the industry characteristics of the local market. Once the
selection process is complete, the index constituents are re-classified into the
MSCI schema of 38 industries and 8 economic sectors in order to facilitate
cross-country comparisons. The MSCI classification schema has been adopted by
Reuters for their industry classification. Securities are selected to represent
an industry based on size and the portion of earnings and revenues attributable
to that industry group. Even within an industry the goal is to represent the
full diversity of business segments. An industry representation may exceed the
60% target because one or two large companies dominate an industry. Similarly,
an industry may fall below the 80% level under conventional analysis because its
companies lack good liquidity and float, or because of extensive
cross-ownership.

A goal of the MSCI index construction process is to select the most liquid
stocks within each industry group, all other things being equal, since liquidity
is necessary but not the sole determinant for inclusion in the index. Liquidity
is monitored by monthly average trading value over time in order to determine
normal levels of volume, excluding temporary peaks and troughs. A stock's
liquidity is significant not only in absolute terms, but also relative to its
market capitalization and to average liquidity for the country as a whole.

Float is monitored for every security in the market, and low float (a small
percentage of shares freely tradable) may exclude a stock from consideration in
the index. But float can be difficult to determine: in some markets good sources
are generally not available; in other markets, information on smaller and less
prominent issues can be subject to error and time lags. Government ownership and
cross-ownership positions can change over time and are not always made public.
Float also tends to be defined differently depending on the source. Thus,
evaluations of float run the risk of penalizing those markets that have good
disclosure, regardless of the actual degree of availability of shares. As with
liquidity, sufficient float is an important consideration, not an inflexible
rule.

Cross-ownership occurs when one company has a significant ownership in
another company in the same country. In situations where cross-ownership is
substantial, including both companies in an index can skew industry weights,
distort country-level valuations (such as country price-earnings and price-book
value ratios) and overstate a country's true market size. An integral part of
the country research function is identifying cross ownerships in order to avoid
or minimize them. Country specialists in Geneva do much of the cross-ownership
identification through researching company reports, local newspapers and stock
exchange data.

All standard MSCI indices are weighted by each company's full market
capitalization (both listed and unlisted shares). This approach has the
significant advantage of objectivity--the number of shares outstanding for a
company is a constituent figure for companies around the world and is easily
agreed upon and obtainable. Full market capitalization weighting is favored to
other weighting schemes for both theoretical and practical reasons: (a) it is
impossible to judge whether a position which is currently in firm hands might be
available in the future; (b) the quality and timeliness of information on float
varies from market to market and adjustments penalize those markets with the
highest standards of disclosure; (c) the most serious consequence of float
limitations is limited liquidity which can be monitored objectively; much effort
is spent in researching and monitoring these factors when selecting constituents
for each country index but once a security is selected, it is included in the
index at its full market value. A growing number of very sizable companies have
been brought or are expected to be brought to the market with modest initial
tranches being publicly available. At the same time, the obvious relevance of
these companies instantly positions them among the core investment opportunities
in their market. In order to allow the MSCI indices to capture this new market
trend, in very exceptional cases, a company may be included at a portion of its
total market capitalization.

Morgan Stanley Capital International. Recognized as a world leader in global
financial research, Morgan Stanley monitors more than 4,500 companies in 51
countries, representing 80% of the total market value of the world's stock
markets. The Morgan Stanley Capital International ("MSCI") databases are used as
a benchmark by more than 90% of the investment community. With hundreds of
analysts located across the globe, MSCI provides comprehensive research and
in-depth knowledge about general markets and specific companies around the
world.

Since 1968, MSCI global indices have presented an array of investment
opportunities available to the international investor, including indices such as
the MSCI USA Index and the MSCI EAFESM Index. These indices seek to represent an
accurate normal portfolio. In addition, index valuation ratios and company-level
fundamental data provide tools for the international investor. MSCI believes
that local stock exchange indices are not comparable with one another due to
differences in the representation of the local market, mathematical formulas,
methods of adjusting for capital changes, and base dates. The same criteria and
calculation methodology are applied across all MSCI indices. Further, while
accounting standards continue to differ according to local customs and
practices, fundamental data is analyzed and presented in a uniform and
meaningful manner in MSCI indices--allowing investors to compare investment
opportunities across markets. Each MSCI country index is constructed so as to
minimize double counting, assuring that all industry groups are proportionately
represented, and that each country's contribution to the global or regional
index is accurately based on its market capitalization.

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

The MSCI USA Index, MSCIPacific Index and MSCI EAFESM Index are the exclusive
property of Morgan Stanley. Morgan Stanley Capital International is a service
mark of Morgan Stanley and has been licensed for use by Van Kampen Funds Inc.

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

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

Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the Trust.
The Sponsor is an indirect subsidiary of Van Kampen Investments Inc. (formerly
known as VK/AC Holding, Inc.). Van Kampen Investments 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 Funds 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
Funds 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 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 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 Funds 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'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.
A Unitholder electing an in kind distribution will not receive a distribution of
shares of the foreign exchange-traded Securities but will instead receive cash
representing his pro rata portion of such Securities. 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 and Unitholders who do not
elect the Rollover Option will receive a cash distribution from the sale of the
remaining Securities within a reasonable time following the Mandatory
Termination Date. Regardless of the distribution involved, the Trustee will
deduct from the funds of the 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.

The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Trusts pursuant to the Rollover Option.
There is, however, no assurance that units of any new series of the Trusts will
be offered for sale at that time, or if offered, that there will be sufficient
units available for sale to meet the requests of any or all Unitholders.

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

CONTENTS OF REGISTRATION STATEMENT

This Amendment No. 1 of Registration Statement comprises the following
papers and documents:

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

The following exhibits:

1.1 Copy of Trust Agreement.

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

3.2 Opinion of counsel as to the Federal income tax status of securities being
registered.

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

4.1 Consent of Interactive Data Corporation

4.2 Consent of Independent Certified Public Acountants.

EX-27 Financial Data Schedules.

SIGNATURES

The Registrant, Van Kampen Focus Portfolios, Series 111, 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 Focus Portfolios, Series 111 has duly caused this
Amendment No. 1 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 4th day of September, 1998.

Van Kampen Focus Portfolios, Series 111
By Van Kampen Funds Inc.

By GINA M. COSTELLO
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below on September
4, 1998 by the following persons who constitute a majority of the Board of
Directors of Van Kampen Funds Inc.

SIGNATURE TITLE

Don G. Powell Chairman and Chief Executive )
Officer )

John H. Zimmerman President and Chief Operating )
Officer

Ronald A. Nyberg Executive Vice President and )
General Counsel

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

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

- --------------------------------------------------------------------------------
*________An executed copy of each of the related powers of attorney was filed
with the Securities and Exchange Commission in connection with the Registration
Statement on Form S-6 of Van Kampen American Capital Equity Opportunity Trust,
Series 64 (file No. 33-33087) and Van Kampen American Capital Equity Opportunity
Trust, Series 87 (file No. 333-44581) and are incorporated herein by reference.

EXHIBIT 1.1

VAN KAMPEN FOCUS PORTFOLIOS
SERIES 111
TRUST AGREEMENT

Dated: September 4, 1998

This Trust Agreement among Van Kampen Funds Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen Investment
Advisory Corp., as Evaluator, Van Kampen 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 an amount the numerator of which is one and the
denominator of which is the amount set forth under "Summary of Essential
Financial Information - Initial Number of Units" in the Prospectus. Such
fractional undivided interest may be (a) increased by the number of any
additional Units issued pursuant to Section 2.03, (b) increased or decreased in
connection with an adjustment to the number of Units pursuant to Section 2.03,
or (c) decreased by the number of Units redeemed pursuant to Section 5.02.

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

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

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

6. The term "Rollover Notification Date" shall mean each of the
"Rollover Notification Date" set forth under "Summary of Essential Financial
Information" in the Prospectus.

7. The term "Special Redemption Date" shall mean each of the
"Special Redemption Date" set forth under "Summary of Essential Financial
Information" in the Prospectus.

8. 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.

9. Section 1.01 (1), (3) and (4) shall be replaced in their entiret
by the following:

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

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

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

10. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust and subject to the requirements set forth in this
paragraph, unless the Prospectus otherwise requires, the Sponsor may, on any
Business Day (the "Trade Date"), subscribe for additional Units as follows:

(a) Prior to the Evaluation Time on such Business Day, the
Sponsor shall provide notice (the "Subscription Notice") to the Trustee, by
telephone or by written communication, of the Sponsor's intention to subscribe
for additional Units. The Subscription Notice shall identify the additional
Securities to be acquired (unless such additional Securities are a precise
replication of the then existing portfolio) and shall either (i) specify the
quantity of additional Securities to be deposited by the Sponsor on the
settlement date for such subscription or (ii) instruct the Trustee to purchase
additional Securities with an aggregate value as specified in the Subscription
Notice.

(b) Promptly following the Evaluation Time on such Business
Day, the Sponsor shall verify with the Trustee the number of additional Units to
be created.

(c) Not later than the time on the settlement date for such
subscription when the Trustee is to deliver or assign the additional Units
created hereby, the Sponsor shall deposit with the Trustee (i) any additional
Securities specified in the Subscription Notice (or contracts to purchase such
additional Securities together with cash or a letter of credit in the amount
necessary to settle such contracts) or (ii) cash or a letter of credit in an
amount equal to the aggregate value of the additional Securities specified in
the Subscription Notice, and adding and subtracting the amounts specified in the
first and second sentences of Section 5.01, computed as of the Evaluation Time
on the Business Day preceding the Trade Date divided by the number of Units
outstanding as of the Evaluation Time on the Business Day preceding the Trade
Date, times the number of additional Units to be created.

(d) On the settlement date for such subscription, the Trustee
shall, in exchange for the Securities and cash or letter of credit described
above, deliver to, or assign in the name of or on the order of, the Sponsor the
number of Units verified by the Sponsor with the Trustee.

IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to
be executed and their corporate seals to be hereto affixed and attested; all as
of the day, month and year first above written.

Van Kampen Funds Inc.

By JAMES J. BOYNE
Vice President

Attest:

By NICHOLAS DALMASO
Assistant Secretary

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

By JAMES BOYNE
Vice President

Attest

By NICHOLAS DALMASO
Assistant Secretary

Van Kampen Investment Advisory Corp.

By JAMES BOYNE
Vice President

Attest

By NICHOLAS DALMASO
Assistant Secretary

The Bank of New York

By JEFFREY COHEN
Vice President

Attest

By ROBERT WEIR
Assistant Treasurer

SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED

VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111

(Note: Incorporated herein and made a part hereof are the "Portfolios" as
set forth in the Prospectus.)

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

September 4, 1998

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Re: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 111 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated September 4, 1998, among Van Kampen Funds Inc., as
Depositor, American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp.,
as Supervisory Servicer, and The Bank of New York, as Trustee, pursuant to which
the Depositor has delivered to and deposited the Securities listed in the
Schedule to the Trust Agreement with the Trustee and pursuant to which the
Trustee has provided to or on the order of the Depositor documentation
evidencing ownership of Units of fractional undivided interest in and ownership
of the Trust (hereinafter referred to as the "Units"), created under said Trust
Agreement.

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

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

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

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

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-60493) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

MJK/md

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

September 4, 1998

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

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

Re: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 111 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated September 4, 1998 (the "Indenture") among Van Kampen Funds Inc.,
as Depositor, Van Kampen Investment Advisory Corp., as Evaluator, Van Kampen
Investment Advisory Corp., as Supervisory Servicer, and The Bank of New York, as
Trustee. The Fund is comprised of the separate unit investment trusts described
in the prospectus for the Fund (the "Trusts").

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

The assets of each Trust will consist of a portfolio of securities (the
"Securities") as set forth in the Prospectus. For purposes of this opinion, it
is assumed that each 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) Each 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 a 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 a 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 a Trust. A Unitholder's pro rata portion of
distributions of cash or property by a corporation with respect to a
Security ("dividends" as defined by Section 316 of the Code) is taxable
as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unitholder's pro rata portion of
dividends which exceeds such current and accumulated earnings and
profits will first reduce the Unitholder's tax basis in such Security,
and to the extent that such dividends exceed a Unitholder's tax basis
in such 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 Security held by a 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 Security held by a 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 a 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 Security which is not taxable as ordinary income.

(v) If the Trustee disposes of a Trust asset (whether by
sale, taxable 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 each
Security which are 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 U.S. traded Securities upon the redemption of Units or
upon the termination of a Trust. A Unitholder will receive cash
representing his pro rata portion of the foreign Securities in such a
Trust. As previously discussed, prior to the redemption of Units or the
termination of a Trust, a Unitholder is considered as owning a pro rata
portion of each of the particular 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 Security owned by a Trust will depend
upon whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of
stock issued by a particular corporation. A Unitholder will not
recognize gain or loss if a Unitholder only receives Securities in
exchange for his or her pro rata portion of the Securities held by the
Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a U.S. traded Security or for a foreign Security
held by a Trust, such Unitholder will generally recognize gain or loss
based upon the difference between the amount of cash received by the
Unitholder and his tax basis in such fractional share of a U.S. traded
Security or such foreign Security held by such 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
Security owned by a Trust.

A domestic corporation owning Units in a 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 a 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 a 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 a Trust as miscellaneous itemized deductions
subject to this limitation.

A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in a Security is either sold by a 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 a 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. 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

EXHIBIT 3.3

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

September 4, 1998

Van Kampen Focus Portfolios, Series 111
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 Focus Portfolios,
Series 111 (the "Fund") consisting of The Dow Strategic 10 Trust, September 1998
Series; The Dow Strategic 10 Trust, September 1998 Traditional Series; The Dow
Strategic 5 Trust, September 1998 Series; The Dow Strategic 5 Trust, September
1998 Traditional Series; Strategic Thirty Trust Global Portfolio, September 1998
Series, Strategic Fifteen Trust Global Portfolio, September 1998 Series;
Strategic Picks Opportunity Trust, September 1998 Series; EAFE Strategic 20
Trust, September 1998 Series and Euro Strategic 20 Trust, September 1998 Series
(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 Funds Inc. (the
"Depositor"), American Portfolio Evaluation Services, a division of an affiliate
of Depositor, as Evaluator, Van Kampen Investment Advisory Corp., an affiliate
of the Depositor, as Supervisory Servicer (the "Supervisory Servicer"), and The
Bank of New York, as trustee (the "Trustee"). As described in the prospectus
relating to the Fund dated today to be filed as an amendment to a registration
statement heretofore filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Prospectus") (File Number 333-60493),
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 in the country denominated in the Trust's name. It is noted
that no opinion is expressed herein with regard to the Federal tax aspects of
the securities, the Trusts, units of the Trusts (the "Units"), or any interest,
gains or losses in respect thereof.

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

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

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

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

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

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

Article 9-A of the New York Tax Law imposes a franchise tax on business
corporations, and, for purposes of that Article, Section 208(1) defines the term
"corporation" to include, among other things, "any business conducted by a
trustee or trustees wherein interest or ownership is evidenced by certificate or
other written instrument."

The Regulations promulgated under Section 208 provide as follows:

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

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

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

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

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

By letter dated today, Messrs. Chapman and Cutler, counsel for the
Depositor, rendered their opinion that each Unit holder will be considered as
owning a share of each asset of 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. Each of the Trusts will not constitute an association
taxable as a corporation under New York law, and, accordingly, will not
be subject to tax on its income under the New York State franchise tax
or the New York City general corporation tax.

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

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

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

Very truly yours,

WINSTON & STRAWN

EXHIBIT 3.4

LINKLATERS & PAINES

4 September 1998

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace
Illinois 60181
USA

Dear Sirs

VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111:
STRATEGIC FIFTEEN TRUST, SEPTEMBER 1998 SERIES (THE "TRUST")

1. We have acted as special United Kingdom ("UK") taxation advisers
in connection with the issue of units ("Units") in the above Trust on the basis
of directions given to us by Chapman and Cutler, counsel to yourselves.

2. This opinion is limited to UK taxation law as applied in practice
on the date hereof by the Inland Revenue and is given on the basis that it will
be governed by and construed in accordance with English law as enacted.

3. For the purpose of this opinion, the only documentation which we
have examined is the prospectus for the Van Kampen Focus Portfolios, Series 111
consisting of The Dow Strategic 5 Trust, September 1998 Series; The Dow
Strategic 5 Trust, September 1998 Traditional Series; The Dow Strategic 10
Trust, September 1998 Series; The Dow Strategic 10 Trust, September 1998
Traditional Series; the Strategic Picks Opportunity Trust, September 1998
Series; the Strategic Fifteen Trust, September 1998 Series; the Strategic Thirty
Trust, September 1998 Series; the Euro Strategic 20 Trust, September 1998 Series
and EAFE Strategic 20 Trust, September 1998 Series sent to us on 3 September
1998 (the "Prospectus"). We have been advised by Chapman and Cutler that there
will be no material differences between the Strategic Fifteen Trust, September
1998 Series as described in the Prospectus and the Trust as described in the
final prospectus to be issued for the Van Kampen Focus Portfolios, Series 111 to
be dated 4 September 1998.

4. We have assumed for the purposes of this opinion that:-

4.1 a holder of Units ("Unitholder") is, under the terms of
the Trust Agreement governing the Trust, entitled to have paid to him
(subject to a deduction for annual expenses, including total applicable
custodial fees and certain other costs associated with foreign trading
and annual Trustee's, Sponsor's, portfolio supervisory, evaluation and
administrative fees and expenses) his pro rata share of all the income
which arises to the Trust from the investments in the Trust, and that,
under the governing law of the Trust Agreement, this is a right as
against the assets of the Trust rather than a right enforceable in
damages only against the Trustee;

4.2 subject as discussed in paragraph 12 below, for taxation
purposes the Trustee is not a UK resident; is a US resident; and the
general administration of the Trust will be carried out only in the US;

4.3 no Units are registered in a register kept in the UK by
or on behalf of the Trustee;

4.4 the Trust is not treated as a corporation for US tax
purposes;

4.5 the structure, including the investment strategy of the
Trust, will be substantially the same as that set out in the
Prospectus; and

4.6 each Unitholder is neither resident nor ordinarily
resident in the UK, nor is any such Unitholder carrying on a trade in
the UK through a branch or agent.

5. We understand that the portfolio of the Trust will consist of
common stock which will include the common stock of the five companies with the
second through sixth lowest per share stock prices of the ten highest dividend
yielding stockes in each of the Dow Jones Industrial Average, the Financial
Times Industrial Ordinary Share Index and the Hang Seng Index having the highest
dividend yield at the close of business three business days prior to the Initial
Date of Deposit; and that the Trust will hold such common stocks for a period of
approximately one year, after which time the Trust will terminate and the stocks
will be sold. We address UK tax issues in relation only to the common stocks of
companies in the Financial Times Industrial Ordinary Share Index comprised in
the portfolio of the Trust (the "UK Equities").

6.1 Where a dividend which carries a tax credit to which an
individual resident in the UK would be entitled under UK law, as distinct from a
foreign income dividend (in relation to which see 7 and 9 below) or a "special
dividend" (in relation to which see 8 and 9 below), is paid by a UK resident
company to a qualifying US resident which (either alone or together with one or
more associated corporations) controls directly or indirectly less than 10 per
cent. of the voting stock of that UK company, the qualifying US resident is
entitled under the terms of the double tax treaty between the US and the UK (the
"Treaty"), on making a claim to the UK Inland Revenue, to a payment of a tax
credit currently equal to a quarter of the dividend less a withholding of 15 per
cent. of the aggregate amount of the tax credit and the dividend. Under current
law, on payment by a UK company of a dividend of 80 pounds, a tax credit of 20
pounds arises and so a qualifying US resident will be entitled on making such a
claim to a payment from the UK Inland Revenue of 5 pounds (being 20 pounds less
15 per cent. of (20 pounds + 80 pounds)).

6.2 A person will be a qualifying US resident for these purposes if:-

6.2.1. that person is a resident of the US for the purposes of
the Treaty.

The Trustee (in its capacity as recipient of the dividend on behalf of
the Trust) will be a resident of the US for these purposes if it is
resident in the US for the purposes of US tax. However, it will only be
a resident of the US for Treaty purposes to the extent that the income
derived by the Trust is subject to US tax as the income of a US
resident, either in the hands of the Trust itself or in the hands of
its beneficiaries.

We have assumed that the Trust will not be subject to US tax on its
income and that such income will be treated as income of the
beneficiaries of the Trust for US purposes. Accordingly, the Trust
would be a US resident for the purposes of the Treaty only to the
extent that the beneficiaries would be taxable in the US on such income
or treated as so taxable by agreement between the relevant authorities.
The provisions of the Treaty have been extended to grant resident
status to tax exempt charitable trusts and pension funds. We understand
that this is confirmed on the US Treasury side by its "Technical
Explanation" of the Treaty issued on March 9, 1977;

6.2.2 the dividend is paid to that person.

We believe that the payment of a dividend to the Trustee and onward
payment by the Trustee to a Unitholder should qualify as the payment of
the dividend to the Unitholder for these purposes. The position is
however not completely free from doubt, but this appears to be present
Inland Revenue practice;

6.2.3 the beneficial owner of the dividend is a resident of
the US for the purposes of the Treaty.

The Trust will not be the beneficial owner of any dividend for these
purposes. Whether a Unitholder is beneficial owner will depend upon the
circumstances of his ownership of the Units;

6.2.4 that person satisfies the other requirements of the
Treaty including the following:-

(i) the dividend is not received in connection
with a UK permanent establishment or fixed base of that
person;

(ii) subject to certain exemptions, that person is
not a US corporation (a) 25 per cent. or more of whose capital
is owned directly or indirectly by persons who are not
individual residents or nationals of the US; and (b) which
either (i) suffers US tax on the dividend at a rate
substantially less than that which is generally imposed on
corporate profits or (ii) is an 80:20 corporation for the
purposes of the US Internal Revenue Code of 1954, section 861;

6.2.5 that person is not a corporation resident in both the US
and the UK; and

6.2.6 that person is not exempt from US tax in a case where (a)
that person's interest in the UK company is not acquired for bona fide
commercial reasons and (b) if the recipient of the dividend were a
resident of the UK and exempt from UK tax, the UK exemption would be
limited or removed.

6.3 Therefore, although the position is not free from doubt, a
Unitholder, where the requirements set out above are satisfied, should, on
making an appropriate claim, be entitled to repayment of part of the UK tax
credit. However, since the UK Inland Revenue normally require claims to be made
by the beneficial owner of a dividend, the Trustee will not, in the absence of
arrangements with the UK Inland Revenue and the Unitholders, be able to claim
any such repayment.

Moreover, in order to make a claim for repayment, the Unitholder will need to
produce evidence of the payment of the dividend and of his interest in it.
Normally this is achieved by submitting to the UK Inland Revenue tax vouchers
which derive directly from the UK company paying a dividend, or which are
prepared by the Trustee and evidence to the satisfaction of the Inland Revenue
the entitlement of the Unitholder to that dividend. Where the Trustee provides
neither of these, it will in practice be difficult for the Unitholder to
establish his beneficial interest in any dividend payment and accordingly his
entitlement to any tax credit.

6.4 Section 30 of the Finance (No. 2) Act 1997 provides that the tax
credit attached to a dividend paid by a UK company on or after April 6, 1999
will be reduced to one-ninth of the dividend. Therefore, on payment by a UK
company of a dividend of 80 pounds on or after April 6, 1999, a tax credit of
approximately 9 will arise. A qualifying US resident which (either alone or
together with one or more associated corporations) controls directly or
indirectly less than 10 percent of the voting stock of that UK company will not
be entitled to any payment in respect of that tax credit under the Treaty in
respect of dividends paid on UK Equities on or after April 6, 1999.

7. A UK resident company may elect to treat a cash dividend paid by
it as a "foreign income dividend" ("FID"). If a company makes an effective
election to pay a FID in respect of UK Equities which are held in the Trust,
there will be no entitlement to a refundable tax credit in respect of that FID,
notwithstanding 6 above.

8. Section 69 of, and Schedule 7 to, the Finance Act 1997 provide
that, if, on or after October 8, 1996, a company pays a dividend where there are
arrangements by virtue of which the amount, timing or form of the dividend is
referable to a transaction in shares or securities (a "special dividend"), that
special dividend will be treated in the same way as FID. Accordingly, if a
company pays a special dividend in respect of UK Equities which are held in the
Trust, there will be no entitlement to a refundable tax credit in respect of
that special dividend, notwithstanding 6 above.

9. Section 36 of the Finance (No. 2) Act 1997 provides that a UK
resident company may not make an election to treat a cash dividend paid by it on
or after, April 6, 1999 as a FID, Section 36 of the Finance (No. 2) Act 1997
further provides that no dividend paid on or after April 6, 1999 may not be
treated as a FID by virtue of Schedule 7 to the Finance Act of 1997.

10. The Trust may be held to be trading in stock rather than holding
stock for investment purposes by virtue, inter alia, of the length of the time
for which the stock is held. If the stock is purchased and sold through a UK
resident agent, then, if the Trust is held to be trading in such stock, profits
made on the disposal of such stock may, subject to 11 below, be liable to United
Kingdom tax on income.

11. Under current law, the Trust's liability to tax on such trading
profits will be limited to the amount of tax (if any) withheld from the Trust's
income provided such profits derive from transactions carried out on behalf of
the Trust by a UK agent where the following conditions are satisfied:

11.1 the transactions from which the profits are derived are
investment transactions;

11.2 the agent carries on a business of providing investment
management services;

11.3 the transactions are carried out by the agent on behalf
of the Trust in the ordinary course of that business;

11.4 the remuneration received by the agent is at a rate which
is no less than that which is customary for the type of business
concerned;

11.5 the agent acts for the Trust in an independent capacity.

The agent will act in an independent capacity if the relationship
between the agent and the Trust, taking account of its legal, financial
and commercial characteristics, is one which would exist between
independent persons dealing at arm's length. This will be regarded as
the case by the UK Inland Revenue if, for example, the provision of
services by the agent to the Trust (and any connected person) does not
form a substantial part of the agent's business (namely where it does
not exceed 70 per cent. of the agent's business, by reference to fees
or some other measure if appropriate).

In addition, this condition will be regarded as satisfied by the UK
Inland Revenue if interests in the Trust, a collective fund, are freely
marketed;

11.6 the agent (and persons connected with the agent) do not
have a beneficial interest in more than 20 per cent. of the Trust's
income derived from the investment transactions (excluding reasonable
management fees paid to the agent); and

11.7 the agent acts in no other capacity in the UK for the
Trust.

Further where stock is purchased and sold through a UK broker in the ordinary
course of a brokerage business carried on in the UK by that broker, the
remuneration which the broker receives for the transactions is at a rate which
is no less than that which is customary for that class of business and the
broker acts in no other capacity for the Trust in the UK, profits arising from
transactions carried out through that broker will not be liable to UK tax.

Accordingly, unless a Unitholder, being neither resident nor ordinarily resident
in the UK, has a presence in the UK (other than through an agent or a broker
acting in the manner described above) in connection with which the Units are
held, the Unitholder will not be charged to UK tax on such profits.

12. We understand that the Trustee has a branch in the UK and a
wholly-owned UK resident subsidiary. Where the Trustee has a presence in the UK
then it is technically possible that income or gains of the Trust could be
assessed upon the Trustee, whether arising from securities (which includes
stock) or from dealings in those securities. However, we consider that any such
risk should be remote provided that:-

12.1 any income derived by the Trustee will be derived by it
(see 6.1 above) as a resident of the US for the purposes of the Treaty;
and

12.2 neither the UK branch nor the UK resident subsidiary of
the Trustee will have any involvement with establishing or managing the
Trust or its assets, nor will they derive income or gains from the
Trust or its assets.

13. Where the Trustee makes capital gains on the disposal of shares in
the UK companies in which the Trust invests, a Unitholder will not be liable to
UK capital gains tax on those gains.

14. UK stamp duty will generally be payable at the rate of 50p per 100
pounds of the consideration (or any part thereof) in respect of a transfer of
the shares in a UK incorporated company or in respect of a transfer to be
effected on a UK share register. UK stamp duty reserve tax will generally be
payable on the entering into of an unconditional agreement to transfer such
shares, or on a conditional agreement to transfer such shares becoming
unconditional, at the rate of 0.5 per cent. of the consideration to be provided.
The tax will generally be paid by the purchaser of such shares.

No UK stamp duty or stamp duty reserve tax should be payable on an agreement to
transfer nor a transfer of Units, provided that such transfer is neither
executed in nor brought into the UK.

15. In our opinion the taxation paragraphs contained on pages 83 to 85
of the Prospectus under the heading "United Kingdom Taxation", as governed by
the general words appearing immediately under the heading "United Kingdom
Taxation -- Tax Consequences of Ownership of Ordinary Shares", which relate to
the Trust and which are to be contained in the final prospectus to be issued for
the Van Kampen Focus Portfolios, Series 111 (to be dated 4 September 1998)
represent a fair summary of the material UK taxation consequences for a US
resident Unitholder.

16. This opinion is addressed to you on the understanding that you (and
only you) may rely upon it in connection with the issue and sale of the Units
(and for no other purpose). This opinion may not be quoted or referred to in any
public document or filed with any governmental agency or other person without
our written consent. We consent however to the reference which is to be made in
the prospectus to be issued for the Van Kampen Focus Portfolios, Series 111 (to
be dated 4 September 1998) to our opinion as to the UK tax consequences to US
persons holding Units in the Trust.

Yours faithfully,

Linklaters & Paines

EXHIBIT 3.4

LINKLATERS & PAINES

4 September 1998

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace
Illinois 60181
USA

Dear Sirs

VAN KAMPEN FOCUS PORTFOLIOS, SERIES 111:
STRATEGIC THIRTY TRUST, SEPTEMBER 1998 SERIES (THE "TRUST")

3. For the purpose of this opinion, the only documentation which we
have examined is the prospectus for the Van Kampen Focus Portfolios, Series 111
consisting of The Dow Strategic 5 Trust United States Portfolio, September 1998
Series; The Dow Strategic 5 Trust United States Portfolio, September 1998
Traditional Series; The Dow Strategic 10 Trust United States Portfolio,
September 1998 Series; The Dow Strategic 10 Trust United States Portfolio,
September 1998 Traditional Series; the Strategic Picks Opportunity Trust,
September 1998 Series; the Strategic Fifteen Trust, September 1998 Series, the
Strategic Thirty Trust, September 1998 Series; Euro Strategic 20 Trust,
September 1998 Series and EAFE Strategic 20 Trust, September 1998 Series sent to
us on 3 September 1998 (the "Prospectus"). We have been advised by Chapman and
Cutler that there will be no material differences between the Strategic Thirty
Trust, September 1998 Series as described in the Prospectus and the Trust as
described in the final prospectus to be issued for the Van Kampen Focus
Portfolios, Series 111 to be dated 4 September 1998.

4. We have assumed for the purposes of this opinion that:-

4.3 no Units are registered in a register kept in the UK by
or on behalf of the Trustee;

4.4 the Trust is not treated as a corporation for US tax
purposes;

4.5 the structure, including the investment strategy of the
Trust, will be substantially the same as that set out in the
Prospectus; and

4.6 each Unitholder is neither resident nor ordinarily
resident in the UK, nor is any such Unitholder carrying on a trade in
the UK through a branch or agent.

5. We understand that the portfolio of the Trust will consist of
common stocks which will include the common stock of the ten highest dividend
yielding stocks in each of the Dow Jones Industrial Average, the Financial Times
Industrial Ordinary Share Index and the Hang Seng Index having the highest
dividend yield at the close of business three business days prior to the Initial
Date of Deposit; and that the Trust will hold such common stocks for a period of
approximately one year, after which time the Trust will terminate and the stocks
will be sold. We address UK tax issues in relation only to the common stocks of
companies in the Financial Times Industrial Ordinary Share Index comprised in
the portfolio of the Trust ("UK Equities").

6.2 A person will be a qualifying US resident for these purposes if:-

6.2.1.that person is a resident of the US for the purposes of
the Treaty.

6.2.2 the dividend is paid to that person.

6.2.3 the beneficial owner of the dividend is a resident of
the US for the purposes of the Treaty.

The Trust will not be the beneficial owner of any dividend for these
purposes. Whether a Unitholder is beneficial owner will depend upon the
circumstances of his ownership of the Units;

6.2.4 that person satisfies the other requirements of the
Treaty including the following:-

(i) the dividend is not received in connection with
a UK permanent establishment or fixed base of that person;

6.2.5 that person is not a corporation resident in both the US
and the UK; and

8. Section 69 of, and Schedule 7 of, the Finance Act 1997 provide
that, if, on or after October 8, 1996, a company pays a dividend where there are
arrangements by virtue of which the amount, timing or form of the dividend is
referable to a transaction in shares or securities (a "special dividend"), that
special dividend will be treated in the same way as FID. Accordingly, if a
company pays a special dividend in respect of UK Equities which are held in the
Trust, there will be no entitlement to a refundable tax credit in respect of
that special dividend, notwithstanding 6 above.

9. Section 36 of the Finance (No. 2) Act 1997 provides that a UK
resident company may not make an election to treat a cash dividend paid by it on
or after April 6, 1999 as a FID, Section 36 of the Finance (No. 2) Act 1997
further provides that no dividend paid on or after April 6, 1999 may be treated
as a FID by virtue of Schedule 7 to the Finance Act 1997.

11.1 the transactions from which the profits are derived are
investment transactions;

11.2 the agent carries on a business of providing investment
management services;

11.3 the transactions are carried out by the agent on
behalf of the Trust in the ordinary course of that business;

11.4 the remuneration received by the agent is at a rate which
is no less than that which is customary for the type of business
concerned;

11.5 the agent acts for the Trust in an independent capacity.

In addition, this condition will be regarded as satisfied by the UK
Inland Revenue if interests in the Trust, a collective fund, are freely
marketed;

11.7 the agent acts in no other capacity in the UK for the
Trust.

12.1 any income derived by the Trustee will be derived by it
(see 6.1 above) as a resident of the US for the purposes of the
Treaty; and

13. Where the Trustee makes capital gains on the disposal of shares in
the UK companies in which the Trust invests, a Unitholder will not be liable to
UK capital gains tax on those gains.

No UK stamp duty or stamp duty reserve tax should be payable on an agreement to
transfer nor a transfer of Units, provided that such transfer is neither
executed in nor brought into the UK.

15. In our opinion the taxation paragraphs contained on pages 83 to 85
of the Prospectus under the heading "United Kingdom Taxation", as governed by
the general words appearing immediately below the heading "United Kingdom
Taxation -- Tax Consequences of Ownership of Ordinary Shares", which relate to
the Trust and which are to be contained in the final prospectus to be issued for
the Van Kampen Focus Portfolios, Series 111 (to be dated 4 September 1998)
represent a fair summary of the material UK taxation consequences for a US
resident Unitholder.

Yours faithfully,

Linklaters & Paines

EXHIBIT 4.1

Interactive Data
14 West Street
New York, NY 10005

September 3, 1998

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Re: Van Kampen Funds Inc.
The Dow Strategic 10 Trust, September 1998 Series The Dow
Strategic 10 Trust, September 1998 Traditional Series The Dow
Strategic 5 Trust, September 1998 Series The Dow Strategic 5
Trust, September 1998 Traditional Series Strategic Thirty Trust
Global Portfolio, September 1998 Series Strategic Fifteen Trust
Global Portfolio, September 1998 Series Strategic Picks
Opportunity Trust, September 1998 Series EAFE Strategic 20
Trust, September 1998 Series Euro Strategic 20 Trust, September
1998 Series (A Unit Investment Trust) Registered Under the
Securities Act of 1933, File No. 333-60493

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 Registration 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 September 4, 1998 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 111 as of September 4, 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
September 4, 1998

<ARTICLE> 6
<LEGEND>
This report reflects the current time period taken from 487 on Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 001
<NAME> DTEN

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 148712
<INVESTMENTS-AT-VALUE> 148712
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148712
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2882
<TOTAL-LIABILITIES> 2882
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145830
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 15022
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145830
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 002
<NAME> DTNU

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 146109
<INVESTMENTS-AT-VALUE> 146109
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 146109
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 815
<TOTAL-LIABILITIES> 815
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145294
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 15025
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145294
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 003
<NAME> DFIV

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 149130
<INVESTMENTS-AT-VALUE> 149130
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149130
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2917
<TOTAL-LIABILITIES> 2917
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 146213
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 15064
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 146213
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 004
<NAME> DFVU

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 146483
<INVESTMENTS-AT-VALUE> 146483
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 146483
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1199
<TOTAL-LIABILITIES> 1199
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145284
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 15063
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145284
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 005
<NAME> STTY

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 295841
<INVESTMENTS-AT-VALUE> 295841
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 295841
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7512
<TOTAL-LIABILITIES> 7512
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 288329
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 29883
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 288329
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 006
<NAME> STFN

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 149246
<INVESTMENTS-AT-VALUE> 149246
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 149246
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3419
<TOTAL-LIABILITIES> 3419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145827
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 15076
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145827
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 007
<NAME> SPOT

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 148383
<INVESTMENTS-AT-VALUE> 148383
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 148383
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3238
<TOTAL-LIABILITIES> 3238
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 145145
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 14989
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 145145
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 008
<NAME> EAFE

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 247521
<INVESTMENTS-AT-VALUE> 247521
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 247521
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6713
<TOTAL-LIABILITIES> 6713
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 240808
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 25003
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 240808
<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 Sept. 8, 1998,
it is unaudited.
</LEGEND>
<SERIES>
<NUMBER> 009
<NAME> EURO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-04-1998
<PERIOD-END> SEP-04-1998
<INVESTMENTS-AT-COST> 246589
<INVESTMENTS-AT-VALUE> 246589
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 246589
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6687
<TOTAL-LIABILITIES> 6687
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 239902
<SHARES-COMMON-PRIOR> 0
<SHARES-COMMON-STOCK> 24908
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 239902
<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>