VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 122, 487, 1998-11-17

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 122
487, 1998-11-17

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MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 122

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 122 on November 17, 1998. An effort has been
made to set forth below each of the major changes and also to reflect the same
by blacklining the marked counterparts of the Prospectus submitted with the
Amendment.

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 4-10. Revisions have been made and the portfolios have been completed.

Pages 10-19. The descriptions of the Securities issuers have been completed.

Pages 20-21. The Report of Independent Certified Public Accountants and
Statements of Condition have been completed.

FILE NO. 333-65639
CIK #1025271

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 122

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 proportionate 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 November 17, 1998 pursuant to Rule 487.

Internet Trust, Series 12 Telecommunications Trust, Series 4
Health Care & Pharmaceuticals Trust, Series 4 Utility Trust, Series 4

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

Van Kampen Focus Portfolios, Series 122 includes the unit investment trusts
described above (the "Trusts"). Each Trust seeks to increase the value of your
investment by investing in a portfolio of common stocks of companies diversified
within a single industry. 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.

November 17, 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
November 17, 1998
<CAPTION>
<S> <C> <C> <C>
Public Offering Price General Information
Aggregate value of Securities per Unit (1) $ 9.900 Initial Date of Deposit November 17, 1998
Sales charge 0.325 Mandatory Termination Date November 17, 2000
Less deferred sales charge 0.225 Record Dates June 10 and December 10
Public offering price per Unit (2) $ 10.000 Distribution Dates June 25 and December 25
</TABLE>

<TABLE>
<CAPTION>
Telecommuni- Health Care &
Internet cations Pharmaceuticals Utility
Trust Trust Trust Trust
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Initial number of Units (3) 15,043 15,014 14,826 14,986
Aggregate value of Securities (1) $ 148,925 $ 148,631 $ 146,768 $ 148,352
Estimated initial distribution per Unit (4) N/A $ .10 $ .04 $ .19
Estimated annual dividends per Unit (4) N/A $ 0.18414 $ 0.07477 $ 0.37934
Redemption price per Unit (5) $ 9.65 $ 9.67 $ 9.66 $ 9.67
</TABLE>

- --------------------------------------------------------------------------------
(1)Each Security is valued at the last closing sale price on its principal
trading exchange or at the last asked price if not listed 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
(approximately three months). The estimated amount for each Trust is
described on the next page.
(2)The Public Offering Price will include any accumulated dividends or cash in
the Income or Capital Accounts of a Trust.
(3)At the Evaluation Time on the Initial Date of Deposit, the number of Units
may be adjusted so that the Public Offering Price per Unit equals $10. The
number of Units and fractional interest of each Unit in a Trust will increase
or decrease to the extent of any adjustment.
(4)This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".
(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>

<CAPTION>
Fee Table

Health Care &
Telecommuni- Pharma-
Internet cations ceuticals Utility
Trust Trust Trust Trust
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Transaction Fees (as % of offering price)
Initial sales charge (1) 1.00% 1.00% 1.00% 1.00%
Deferred sales charge (2) 2.25% 2.25% 2.25% 2.25%
----------- ----------- ----------- -----------
Maximum sales charge 3.25% 3.25% 3.25% 3.25%
=========== =========== =========== ===========
Maximum sales charge on reinvested dividends 2.25% 2.25% 2.25% 2.25%
=========== =========== =========== ===========

Estimated Organizational Costs per Unit (3) $ 0.01102 $ 0.07565 $ 0.03093 $ 0.03582
=========== =========== =========== ===========

Estimated Annual Expenses per Unit
Trustee's fee and operating expenses $ 0.01055 $ 0.02203 $ 0.01408 $ 0.01510
Supervisory and evaluation fees $ 0.00500 $ 0.00500 $ 0.00500 $ 0.00500
----------- ----------- ----------- -----------
Estimated annual expenses per Unit $ 0.01555 $ 0.02703 $ 0.01908 $ 0.02010
=========== =========== =========== ===========

Estimated Costs Over Time
One year $ 35 $ 43 $ 38 $ 38
Three years $ 39 $ 49 $ 42 $ 42
Five years N/A N/A N/A N/A
Ten years N/A N/A 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 reinvest all distributions at the end of each year. Of course, you
should not consider this example a representation of actual past or future
expenses or annual rate of return which may differ from those assumed for this
example. The sales charge and expenses are described under "Public Offering" and
"Trust Operating Expenses".

- --------------------------------------------------------------------------------
(1)The initial sales charge is the difference between the maximum sales charge
and the deferred sales charge.
(2)The deferred sales charge is actually equal to $0.225 per Unit. This amount
will exceed the percentage above if the Public Offering Price per Unit falls
below $10 and will be less than the percentage above if the Public Offering
Price per Unit exceeds $10. The deferred sales charge accrues daily and is
assessed from March 16, 1999 through November 16, 1999.
(3)You will bear all or a portion of the expenses incurred in organizing and
offering your Trust. The Trustee will deduct the actual amount of these
expenses from your Trust at the end of the initial offering period.

Internet Trust

The Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies primarily involved in the enabling
technology or communication services areas of the Internet. In selecting these
stocks, we considered companies engaged in one or more of the following areas:

o Manufacturers or providers of enabling technology
o Access equipment
o Communications equipment
o Service providers
o Access and value-added services
o Commerce and value-added services
o Software and network services

With a computer and access to the Internet you are connected to the world.
You can gather information, have a conversation, make a reservation or pay a
bill. This Trust may offer the potential to benefit from one of the latest
technological innovations. Consider that experts expect:

o The internet audience to increase from 100 million by the end of 1998 to
320 million by 2002
o The percentage of World Wide Web users making purchases online to grow from
26% in 1997 to 40% in 2002
o World Wide Web commerce to increase from $2.6 billion in 1996 to $400
billion in 2002 (International Data Corporation)

Of course, we cannot guarantee that the Trust will achieve its objective.
The value of your Units may fall below the price you paid for the Units. This
Trust may be more appropriate for aggressive investors or as an aggressive
growth component of your investment portfolio. You should read the "Risk
Factors" section before you invest.

<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>
Bandwidth
142 Applied Micro Circuits Corporation $ 31.750 0.00% $ 4,508.50
86 At Home Corporation 50.313 0.00 4,326.88
65 Cisco Systems, Inc. 67.000 0.00 4,355.00
51 Lucent Technologies, Inc. 85.188 0.19 4,344.56
102 Sanmina Corporation 42.875 0.00 4,373.25
291 Tekelec 15.125 0.00 4,401.38
84 Uniphase Corporation 50.188 0.00 4,215.75
128 Vitesse Semiconductor Corporation 34.063 0.00 4,360.00
Client/Server
56 Citrix Systems, Inc. 80.813 0.00 4,525.50
Content
35 Amazon.com, Inc. 126.375 0.00 4,423.13
Hardware
67 Dell Computer Corporation 63.250 0.00 4,237.75
70 Sun Microsystems, Inc. 62.813 0.00 4,396.88
Information Technology Services
95 International Network Services 46.125 0.00 4,381.88
99 Sapient Corporation 42.438 0.00 4,201.31
Internet Portfolio
59 CMG Information Services, Inc. 73.938 0.00 4,362.31
Search Engines
85 Excite, Inc. 51.125 0.00 4,345.63
76 Lycos, Inc. 59.625 0.00 4,531.50
25 Yahoo!, Inc. 173.250 0.00 4,331.25
Security
179 AXENT Technologies, Inc. 24.500 0.00 4,385.50
96 Network Associates, Inc. 45.688 0.00 4,386.00
Service
31 America Online, Inc. 146.625 0.00 4,545.38
87 EarthLink Network, Inc. 52.000 0.00 4,524.00
35 Inktomi Corporation 123.500 0.00 4,322.50
39 Microsoft Corporation 108.813 0.00 4,243.69
80 MindSpring Enterprises, Inc. 55.000 0.00 4,400.00
66 Network Solutions, Inc. 65.375 0.00 4,314.75
Service Provider/Telecom Carrier
79 MCI WorldCom, Inc. 55.000 0.00 4,345.00
Storage
64 EMC Corporation 67.813 0.00 4,340.00
100 Legato Systems, Inc. 43.000 0.00 4,300.00
66 Network Appliance, Inc. 66.375 0.00 4,380.75
44 Qlogic Corporation 100.500 0.00 4,422.00
87 VERITAS Software Corporation 51.125 0.00 4,447.88
Testing
105 Mercury Interactive Corporation 42.563 0.00 4,469.06
186 Rational Software Corporation 24.063 0.00 4,475.63
- ---------- ------------
2,960 $ 148,924.60
========== ============
</TABLE>

See "Notes to Portfolios".

Telecommunications Trust

The Trust seeks to increase the value of your Units over time by investing in
a portfolio of common stocks of companies diversified within the
telecommunications industry. Technological advancements have made it possible
for people to communicate in ways that were not possible in the past. We
designed this Trust to benefit from companies leading in these advancements.
Cellular phones, the Internet, e-mail and personal pagers have rapidly changed
the way people communicate.

o New digital capabilities (versus analog signals) improve the quality of
wireless phone service. Digital technology also makes it possible to use a
single wireless telephone to transmit voice, data and fax communications.
The technology can also provide traditional phone enhancement like call
waiting.

o The wireless communications industry in the U.S. is growing with more than
44 million subscribers and industry revenues of more than $23 billion in
1996.

o We believe there is potential for growth. Wireless communications account
for approximately 5% of all telephone use. The market share for wireless
communications outside the U.S. is even less. Technological advancements,
deregulation and stronger competition may offer future growth.

Of course, we cannot guarantee that the Trust will achieve its objective. The
value of your Units may fall below the price you paid for the Units. You should
read the "Risk Factors" section before you invest.

<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>
Cellular Telephone
69 AirTouch Communications, Inc. $ 53.625 0.00% $ 3,700.13
160 Nextel Communications, Inc. 23.125 0.00 3,700.00
Major U.S. Telecommunications
105 3Com Corporation 35.563 0.00 3,734.06
149 ALLTEL Corporation 50.125 2.43 7,468.63
120 AT&T Corporation 60.938 2.17 7,312.50
136 Bell Atlantic Corporation 54.813 2.81 7,454.50
92 BellSouth Corporation 79.250 1.82 7,291.00
123 GTE Corporation 60.938 3.09 7,495.31
67 MCI WorldCom, Inc. 55.000 0.00 3,685.00
155 SBC Communications, Inc. 47.938 1.95 7,430.31
47 Sprint Corporation 79.125 1.26 3,718.88
128 US WEST, Inc. 58.750 3.64 7,520.00
Other Telephone/Communications
107 BCE, Inc. 34.875 3.90 3,731.63
+ 27 British Telecommunications Plc 140.375 2.39 3,790.13
132 Century Telephone Enterprises, Inc. 57.313 0.45 7,565.25
+ 159 Compania de Telecomunicaciones
de Chile S.A. 23.000 1.73 3,657.00
+ 131 Deutsche Telekom AG 28.188 2.16 3,692.56
+ 52 France Telecom S.A. 71.750 0.00 3,731.00
115 Frontier Corporation 32.625 2.73 3,751.88
+ 83 Portugal Telecom S.A. 44.375 1.82 3,683.13
87 Qwest Communications International, Inc. 42.750 0.00 3,719.25
+ 65 Tele Danmark A/S 57.250 1.99 3,721.25
+ 44 Telebras 84.500 0.00 3,718.00
+ 203 Telecom Corporation of New Zealand Limited 36.313 4.53 7,371.44
+ 48 Telecom Italia SpA 78.000 0.90 3,744.00
+ 108 Telefonica de Argentina S.A. 34.250 4.08 3,699.00
+ 261 Telefonica del Peru S.A. 14.000 0.00 3,654.00
+ 28 Telefonica S.A. 134.500 1.25 3,766.00
+ 74 Telefonos de Mexico S.A. 50.000 3.11 3,700.00
Telecommunications Equipment
+ 41 Nokia Oyj 89.750 0.63 3,679.75
83 Northern Telecom Limited 45.125 0.66 3,745.38
- ---------- ------------
3,199 $ 148,630.97
========== ============
</TABLE>

See "Notes to Portfolios".

Health Care & Pharmaceuticals Trust

The Trust seeks to increase the value of your Units over time by investing in
a portfolio of common stocks of companies diversified within the health care and
pharmaceuticals industry. The health care management environment and
pharmaceuticals industry are changing in dynamic ways. We believe that industry
and demographic trends suggest that this activity will continue to grow. We
designed this Trust to benefit from companies that are poised for growth in this
industry.

Consider these factors from Standard & Poor's Industry Surveys data:

o Approximately 70% of the pharmaceutical industry's prescription drug
production is distributed to hospitals, health maintenance organizations
(HMOs) and retail pharmacies. These organizations are becoming more
important in the current health care environment.

o Aging baby boomers, coupled with longer life expectancies, may contribute
to an expanding elderly population. The World Health Organization expects
the global over-65 population to increase from 380 million in 1997 to more
than 690 million by 2025.

o We believe that these demographic trends may drive the treatment methods
for chronic conditions that often afflict the elderly (such as
hypertension, arthritis, Alzheimer's disease and depression).
Pharmaceuticals may be a cost-effective alternative to expensive
hospitalization in a highly cost-conscious health care environment.

o The Food and Drug Administration (FDA) has established procedures to speed
up review times. Approval times for new drug applications have declined
from an average of 34 months in 1986 to 17.8 months in 1996. The FDA
approved more new drug applications in 1996 than in the previous ten years.

<TABLE>

See "Notes to Portfolios".

Utility Trust

The Trust seeks to increase the value of your Units over time by investing in
a portfolio of common stocks of companies diversified within the utility
industry. We selected stocks of companies from cable, electric, gas and
telephone utility companies. This industry has long been considered a monopoly
of sorts. Now utility companies are experiencing deregulation that may increase
competition and lower prices. The Federal Energy Regulatory Commission estimates
that consumers can save $3.8 billion to $5.4 billion annually if the legislative
trend continues. We designed this Trust to benefit from companies that are
poised for growth in this industry.

Deregulation

o We believe that federal deregulation of the U.S. electric power industry
has led to a breakdown of the monopoly-like structure of the utility
industry and increased competition which may lower energy prices. Of
course, increased competition may also have a negative impact on companies
that cannot compete effectively.

o Economies of scale may mean that power can be sold at the price it commands
in the marketplace. Pilot studies are being conducted to bundle
electricity with other utilities such as gas, telephone and cable. This
activity demonstrates how utilities may be shifting away from being solely
electricity-focused and toward becoming comprehensive utility providers.

Increased Operational Efficiencies

o Companies that have streamlined their internal processes to leverage their
strengths may be positioned to benefit from this restructured industry.
Utility companies that can provide real-time pricing of residential
electricity (to replace monthly meter readings) may benefit from growing
business opportunities.

o Cable companies are relative newcomers to the utilities industry. These
companies are rapidly introducing more efficient technology to the
marketplace. Typically wider bandwidths (which allow more data to be
transmitted than commercial or residential telephone lines) may keep this
trend growing.

Utilities as an Investment

o We believe that utility stocks have the potential to perform in varying
economic climates. Utilities are essential to the national economy and our
everyday lives. Consumers need to heat their homes and use telephones and
electric appliances regardless of whether the economy is flourishing or
in a downturn.

o Utility stocks have historically been regarded as a defensive element of a
diversified investment portfolio. In periods of general market downturn,
utility stocks have tended to decline less than certain other stocks. Of
course, we cannot guarantee that this will continue in the future.

We cannot guarantee that the Trust will achieve its objective. The value of
your Units may fall below the price you paid for the Units. You should read the
"Risk Factors" section before you invest.

<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>
Electric Utilities
103 American Electric Power Company, Inc. $ 49.750 4.82% $ 5,124.25
125 BEC Energy 41.000 4.59 5,125.00
109 Carolina Power & Light Company 47.063 4.12 5,129.81
110 CMS Energy Corporation 46.688 2.83 5,135.63
117 DTE Energy Company 44.125 4.67 5,162.63
80 Duke Energy Corporation 63.313 3.47 5,065.00
187 Edison International 27.313 3.81 5,107.44
121 Florida Progress Corporation 42.125 5.08 5,097.13
155 Houston Industries, Inc. 33.375 4.49 5,173.13
156 Idacorp, Inc. 33.250 5.59 5,187.00
106 IPALCO Enterprises, Inc. 48.250 2.28 5,114.50
171 Kansas City Power & Light Company 29.750 5.58 5,087.25
196 MidAmerican Energy Holdings Company 26.063 4.60 5,108.25
120 Minnesota Power, Inc. 42.438 4.81 5,092.50
181 Northern States Power Company 28.063 5.10 5,079.31
126 PECO Energy Company 40.938 2.44 5,158.13
130 Public Service Enterprise Group, Inc. 39.375 5.49 5,118.75
113 Texas Utilities Company 45.375 4.85 5,127.38
Major Telecommunications
103 ALLTEL Corporation 50.125 2.43 5,162.88
64 BellSouth Corporation 79.250 1.82 5,072.00
85 GTE Corporation 60.938 3.09 5,179.69
107 SBC Communications, Inc. 47.938 1.95 5,129.31
65 Sprint Corporation 79.125 1.26 5,143.13
Natural Gas Distribution
194 MDU Resources Group, Inc. 26.000 3.08 5,044.00
130 Peoples Energy Corporation 38.938 4.93 5,061.88
197 Washington Gas Light Company 25.875 4.64 5,097.38
Oil/Gas Transmission
144 El Paso Energy Corporation 35.000 2.19 5,040.00
148 Northern Border Partners, LP 33.875 6.79 5,013.50
Telecommunications
91 Century Telephone Enterprises, Inc. 57.313 0.45 5,215.44
- ---------- -------------
3,734 $ 148,352.30
========== =============
</TABLE>

See "Notes to Portfolios".

Notes to Portfolios

(1) The Securities are initially represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited with
the Trustee. Contracts to acquire Securities were entered into on November 16,
1998 and have a settlement date of November 19, 1998 (see "The Trusts").

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

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
Internet Trust $ 148,814 $ 111
Telecommunications Trust $ 148,705 $ (74)
Health Care & Pharmaceuticals Trust $ 146,775 $ (7)
Utility Trust $ 148,412 $ (60)

"+" indicates that the stock is held in the form American Depositary Receipts or
similar receipts.

(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.

Internet Trust

Bandwidth

Applied Micro Circuits Corporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

At Home Corporation. At Home Corporation provides Internet services over the
cable television infrastructure to consumers and businesses. The company's
service allows residential subscribers to connect their personal computers via
cable modems to a high-speed network. This service allows subscribers to receive
"@Home Experience," which includes Internet service over hybrid fiber-coaxial
cables at peak speed.

Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products to
the corporate enterprise and public wide area service provider markets. The
company offers a variety of products including routers, LAN switches, frame
relay/ATM, and remote access concentrators. Cisco's clients include utilities,
corporations, universities, governments, and small to medium businesses
worldwide.

Lucent Technologies, Inc. Lucent Technologies, Inc. designs, develops, and
manufactures communications systems, software, and products. The company sells
public communications systems and supplies systems and software worldwide.
Lucent's research and development arm is Bell Laboratories.

Sanmina Corporation. Sanmina Corporation provides electronics contract
manufacturing services. Services include the manufacture of complex printed
circuit board assemblies and subassemblies, multi-layer printed circuit boards
and custom cable and wire harness assemblies, and the testing and assembly of
electronic sub-systems and systems. Customers include a diversified base of
original equipment manufacturers.

Tekelec. Tekelec supplies diagnostic systems and network switching solutions
that enable rapid delivery of communication products and services for the global
communications marketplace. The company's diagnostic systems are used by
suppliers and service providers to design, install and maintain their
communications equipment. Tekelec's switching platform meets the requirements of
SS7 networks.

Uniphase Corporation. Uniphase Corporation designs, develops, manufactures,
and markets fiber optic telecommunications equipment products, laser subsystems,
and laser-based semiconductor wafer defect examination and analysis equipment.
The company's products are sold to the telecommunications, cable television,
electronics, and original equipment manufacturer markets.

Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation
designs, develops, manufactures and markets digital gallium arsenide integrated
circuits. The company's products use its proprietary high integration gallium
arsenide technology to produce integrated circuits primarily for
telecommunications, data communications and automated test equipment systems
providers.

Client/Server

Citrix Systems, Inc. Citrix Systems, Inc. supplies thin client/server
application server products and technologies that enable enterprise-wide
deployment of applications designed for "Windows" operating systems. The
company's products include its "WinFrame" and "WinView" product lines.

Content

Amazon.com, Inc. Amazon.com, Inc., an online retailer, sells books, music,
videotapes, audiotapes, and other products. The company offers a catalog of
approximately three million titles, search and browse features, e-mail services,
personalized shopping services, Web-based credit card payment, and direct
shipping to customers.

Hardware

Dell Computer Corporation. Dell Computer Corporation designs, develops,
manufactures, markets, services, and supports a variety of computer systems,
including desktops, notebooks, and network servers. The company also customizes
products and services to end-user requirements. Dell sells its products around
the world.

Sun Microsystems, Inc. Sun Microsystems, Inc. supplies enterprise network
computing products. The company's products include desktop systems, servers,
storage subsystems, network switches, software, microprocessors, and a full
range of services and support. Sun's products are used for many demanding
commercial and technical applications in various industries.

Information Technology Services

International Network Services. International Network Services provides
services for enterprise networks. The company provides services for the full
life cycle of a network, including planning, design, implementation, operations
and optimization. Clients include AT&T, Cable and Wireless, Lam Research, NCR
and Sprint.

Sapient Corporation. Sapient Corporation provides business and information
technology solutions implemented on a fixed-price, fixed-timeframe basis. The
company, using client/server and Web-based technologies, offers implementation
and integration of third-party packaged software solutions and custom software
development. Sapient also offers implementation of enterprise resource planning
systems.

Internet Portfolio

CMG Information Services, Inc. CMG Information Services, Inc. develops and
operates Internet and direct marketing companies as well as venture funds
focused on the Internet. The company's subsidiaries include ADSmart Corporation;
Engage Technologies, Inc.; Accipiter, Inc.; InfoMation Publishing Corporation;
NaviSite Internet Services Corporation; Planet Direct Corporation; and Password
Internet Publishing Corporation.

Search Engines

Excite, Inc. Excite, Inc. is an Internet media company offering a free Web
online service. The company's network includes two flagship brands, "Excite" and
"WebCrawler." Excite also provides localized versions for the United Kingdom,
Germany, France, Sweden, Australia, and Japan.

Lycos, Inc. Lycos, Inc. develops and provides guides to online content,
third party content, Web search and directory services, and community and
personalization services. The company also provides Internet users the ability
to create personal homepages and join interest-based communities on the
Internet.

Yahoo!, Inc. Yahoo!, Inc. offers a network of branded Web programming that
serves users on a daily basis. The company provides targeted Internet resources
and communications services for a broad range of audiences, based on
demographic, keysubject, and geographic interests. Yahoo!'s principal offering,
"Yahoo!," provides the product for its worldwide internet media network.

Security

AXENT Technologies, Inc. AXENT Technologies, Inc. develops and provides
information security solutions designed to manage security policies and protect
the integrity of enterprise computer networks. The company's products provide
security assessment and policy management, intrusion detection, data
confidentiality, system and network access control, user administration,
activity monitoring, and other solutions.

Network Associates, Inc. Network Associates, Inc. supplies enterprise
network security and management solutions. The company's products are marketed
under the brand names "Total Virus Defense," "Total Network Security," "Total
Network Visibility" and "Total ServiceDesk."

Service

America Online, Inc. America Online, Inc. provides interactive
communications and services through its "America Online" and "CompuServe"
worldwide Internet online services. The company's web sites offer features such
as a personalized news service, electronic mail via the Web, an online community
center, public or private meeting rooms and interactive conversations, and guest
interviews.

EarthLink Network, Inc. EarthLink Network, Inc. provides Internet access and
hosting services. The company provides access, information, assistance, and
services to its members. EarthLink provides its services through its "EarthLink
Network TotalAccess" software package which includes online registration and
multimedia user interface.

Inktomi Corporation. Inktomi Corporation develops and markets scalable
software applications designed to enhance the performance and intelligence of
large-scale networks. The company's systems use parallel-processing technology
across clusters of workstations to deliver the speed and performance while
utilizing smaller workstations.

Microsoft Corporation. Microsoft Corporation develops, manufactures,
licenses and supports computer software products. The company offers "Microsoft
MS-DOS," "Microsoft Windows," and "Microsoft Windows 95" operating systems.
Microsoft also offers "Microsoft Access," "Microsoft FoxPro," "Microsoft SQL
Server" and "Microsoft Excel" networking, database and spreadsheet programs,
books and other computer products.

MindSpring Enterprises, Inc. MindSpring Enterprises, Inc. provides Internet
access primarily to individual subscribers in the southeastern United States.
The company's software package includes a set of Internet applications, such as
electronic mail, file transfer, network news, chat sessions, and a browser for
the World Wide Web. Network Solutions, Inc. Network Solutions, Inc. provides
Internet domain name registration services worldwide. The company acts as the
registrar for second level domain names within the .com, .org, .net, and .edu
top-level domains. Network also provides

Intranet consulting and network design and implementation services to
companies. The company also provides services in two-letter country code
top-level domains.

Service Provider/Telecom Carrier

MCI WorldCom, Inc. MCI WorldCom, Inc. provides facilities-based and fully
integrated local, long distance, international, and Internet services. The
company also provides end-to-end high-capacity connectivity to more than 35,000
buildings worldwide. MCI WorldCom operates in more than 65 countries including
the Americas, Europe, and the Asia-Pacific regions.

Storage

EMC Corporation. EMC Corporation designs, manufactures, markets, and
supports products that store, retrieve, manage, protect, and share information
from all major computing environments, including "UNIX," "Windows NT," and
mainframe platforms. The company has offices worldwide.

Legato Systems, Inc. Legato Systems, Inc. develops, markets, and supports
network storage management software products for heterogeneous client/server
computing environments. The company's storage management solutions are designed
to support a wide range of client, servers, and storage devices such as "DOS,"
"NetWare," "NT," "OS/2," "UNIX," and "Windows."

Network Appliance, Inc. Network Appliance, Inc. designs, manufactures,
markets, and supports network data storage devices. The products offer file
service for data-intensive network environments. Network Appliance focuses on
the concept of "network appliance," which uses dedicated, specialized devices to
perform a single function in the network.

Qlogic Corporation. Qlogic Corporation designs and supplies semiconductor
and board-level input/output products. The company's products provide high
performance interface between computer systems and their attached data storage
peripherals, such as hard disk and tape drives, removable disk drives, CD-ROM
drives and RAID subsystems. Qlogic designs and markets single chip controllers
and adapter board products

VERITAS Software Corporation. VERITAS Software Corporation designs,
develops, and markets enterprise storage management and high availability
products that manage both on-line and off-line data for business-critical
computing systems. The company's products are delivered through a worldwide
direct sales force and a network of resellers and OEM partners in North America,
Europe, and the Pacific Rim.

Testing

Mercury Interactive Corporation. Mercury Interactive Corporation and its
subsidiaries develop, market and support a family of automated client/server
testing tools. The company offers a comprehensive line of automated enterprise
testing tools that address the full range of quality needs for testing clients,
servers, Web sites and systems as a whole, enabling software users to identify
errors more quickly and efficiently.

Rational Software Corporation. Rational Software Corporation provides a
solution that unifies proven software development principles, tools, and
services to improve the productivity of project teams and individuals. The
company's products primarily focus on requirements management, visual modeling,
testing, and configuration and change management.

Telecommunications Trust

Cellular Telephone

AirTouch Communications, Inc. AirTouch Communications, Inc. provides
wireless communication services with interests in cellular, paging and personal
communications services (PCS) operations. The company has operations in the
United States, Europe, and Asia. AirTouch markets its cellular services under
the "AirTouch Cellular" name.

Nextel Communications, Inc. Nextel Communications, Inc. provides digital and
analog wireless communications services to its customers in the United States.
The company markets its products under the "Nextel" brand name. Through its
wireless communication services, Nextel provides specialized mobile radio
wireless communications services in the United States and Hawaii.

Major U.S. Telecommunications

3Com Corporation. 3Com Corporation provides networking solutions that
include switches, hubs, remote access systems, routers, network management
software, network interface cards, modems and organizers. The company focuses on
four customer markets, large enterprise, small/medium enterprise, consumer/small
office, and carrier/service provider.

ALLTEL Corporation. ALLTEL Corporation provides wireline and wireless
communications and information services. The company, through its subsidiaries,
provides wireline local, long distance, network access and internet services,
wireless communications, wide-area paging service and information processing
management services, and advanced applications software. ALLTEL also publishes
telephone directories.

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.

Bell Atlantic Corporation. Bell Atlantic Corporation provides a wide variety
of phone and cable-TV services throughout the northeast and mid-Atlantic
regions. The company's telecommunications services include local and wireless
phone services. Bell Atlantic will offer long distance services within the
13-state region, including New York, New Jersey, Pennsylvania, Delaware,
Maryland, Virginia, West Virginia, Maine, Massachusetts, New Hampshire, Vermont,
Rhode Island and the District of Columbia.

BellSouth Corporation. BellSouth Corporation, through its two wholly owned
subsidiaries BellSouth Telecommunications, Inc. and BellSouth Enterprises, Inc.,
provides telecommunications services, systems, and products. BellSouth
Telecommunications provides wireline telecommunications services to the
southeastern US. BellSouth Enterprises provides domestic and international
wireless communications services.

GTE Corporation. GTE Corporation is a telecommunications company. The
company provides local telephone and wireless services in 29 states and
long-distance service and Internet access in all 50 states. GTE provides
government and defense communications systems and equipment, aircraft passenger
telecommunications, and directories and telecommunications-based information
services.

SBC Communications, Inc. SBC Communications, Inc. is a telecommunications
company with wireless customers across the United States, as well as investments
in telecommunications businesses in 11 countries. The company offers local and
long-distance telephone service, wireless communications, paging, Internet
access, and messaging, as well as telecommunications equipment, and directory
advertising and publishing.

Sprint Corporation. Sprint Corporation is a global communications company
which integrates long distance, local, and wireless communications services, as
well as carries Internet traffic. The company operates the United States'
nationwide all-digital, fiber optic network and advanced data communications
services.

US WEST, Inc. US WEST, Inc. provides a full range of telecommunications
services. The company offers wireline, wireless personal cellular services, data
networking, directory, and information services. US West's customers are located
across the United States, primarily in 14 western and midwestern states.

Other Telephone/Communications

BCE, Inc. BCE, Inc., through its subsidiaries, provides a full range of
domestic and international telecommunication services, including mobile
communications to Canadian customers. The company also supplies
telecommunications equipment products, and also designs, develops, installs,
services, and supports various networks.

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

Century Telephone Enterprises, Inc. Century Telephone Enterprises, Inc.
provides local exchange telephone services and cellular telephone services. The
company's local exchange telephone subsidiaries operate telephone access lines
in 21 states. Century also provides long distance, call center, cable
television, and interactive services in certain local and regional markets, as
well as certain printing services.

Compania de Telecomunicaciones de Chile S.A. Compania de Telecomunicaciones
de Chile S.A. provides local and long-distance telephone service in Chile. In
addition the company provides other telecommunication services, including public
telephones, cellular phone service, paging, trunking, cable television.
dedicated lines, equipment sales and directory advertising.

Deutsche Telekom AG. Deutsche Telekom AG owns, operates and leases public
telecommunication networks, as well as offers network application services. The
company provides local and long-distance telephone services, as well as
integrated voice and data digital services and maintains a large cable TV
network. Deutsche Telekom also offers mobile, paging and on-line services to
German and international customers.

France Telecom S.A. France Telecom S.A. provides telecommunications services
in France. The company operates a network of approximately 33.7 million
telephone lines for homes and businesses and a mobile telecommunications service
with over 4 million subscribers. France Telecom also provides almost all other
aspects of voice, data and image transmission, including television broadcasting
and cable services.

Frontier Corporation. Frontier Corporation offers integrated communications
services to business, carrier, and residential customers in the United States,
Canada, and the United Kingdom. The company provides domestic and international
voice, data, and video communications service, as well as owns 34 local
telephone companies.

Portugal Telecom S.A. Portugal Telecom S.A. is the principal
telecommunications provider in Portugal. The company offers domestic, long
distance and international telephone services throughout Portugal and mobile
telephone, paging and data communications services. Portugal Telecom also
distributes cable television.

Qwest Communications International, Inc. Qwest Communications International,
Inc. provides communications services to interexchange carriers, other
communications entities, and businesses and consumers. The company also
constructs and installs fiber optic communications systems for interexchange
carriers and other communications entities, as well as for its own use. Qwest
operates around the world.

Tele Danmark A/S. Tele Danmark A/S provides domestic and international
telephone services, leases lines and operates public mobile telephone services
in Denmark. The company also supplies and services PBXs and other
telecommunications equipment, data communications services, telephone
directories and cable television.

Telebras. Telebras is a holding company for the telecommunications sector in
Brazil. The group is comprised of regional local and cellular phone companies as
well as Embratel, the long-distance telephone service provider.

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. Telecom Italia SpA. Telecom Italia SpA
is the financial parent of companies operating in the fields of
telecommunications, manufacturing, electronics and network construction. The
company's subsidiaries are also active in publishing, telematics information and
auxiliary services.

Telefonica de Argentina S.A. Telefonica de Argentina S.A. offers telephone
and fixed-link public telecommunications services. The company provides local
and long distance telephone service to southern Argentina, including the
Province of Buenos Aires and more than half the City of Buenos Aires. The
portion of the City of Buenos Aires to which Telefonica provides service
includes the downtown business district.

Telefonica del Peru S.A. Telefonica del Peru S.A. is a full service
telecommunications provider, offering fixed local and domestic and international
long distance telephone services, on an exclusive basis, throughout Peru. The
company offers cellular phone and paging services, business communications and
cable TV. Telefonica del Peru is controlled by Spain's Telefonica de Espana.

Telefonica S.A. Telefonica S.A. provides telecommunications to industrial,
residential and municipal customers throughout Spain. The company's products
include telephones, mobile phones, telefaxes, videoconferencing and audio-visual
communications, such as television stations and radios. Through its
subsidiaries, the company manufactures and markets information age services and
products.

Telefonos de Mexico S.A. Telefonos de Mexico S.A. provides national and
international long-distance and local telephone service to 7,320 communities
throughout Mexico. The company also provides voice, data, video and cellular
transmission services. Telmex provides its services to residential, commercial
and governmental customers.

Telecommunications Equipment

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

Northern Telecom Limited. Northern Telecom Limited provides communications
solutions. The company also provides telecommunications equipment and related
services in North, Central and South America, the Caribbean, Europe, the Middle
East, Asia and the Pacific Rim. Nortel also provides products and services to
the telecommunications and cable television industries, businesses, universities
and others worldwide.

Health Care & Pharmaceuticals Trust

Healthcare Providers

HEALTHSOUTH Corporation. HEALTHSOUTH Corporation provides outpatient surgery
and rehabilitative healthcare services. The company has more than 1,850 patient
care locations in the United States, Australia, and the United Kingdom.

Integrated Health Services, Inc. Integrated Health Services, Inc. is a
subacute and post-acute care provider. The company acquires nursing homes and
converts them into facilities that offer subacute care, rehabilitation for in-
and out-patients, and pharmacy services. Integrated Health Services operates
more than 2,000 post-acute service locations in 47 states.

Lincare Holdings, Inc. Lincare Holdings, Inc. provides oxygen and other
respiratory therapy services to in-home patients typically suffering from
emphysema, chronic bronchitis, or asthma. The company serves more than 140,000
customers in 39 states. Quorom Health Group, Inc. Quorum Health Group, Inc. owns
acute care hospitals and health systems nationwide through affiliates. The
company's Quorum Health Resources, Inc. subsidiary, is a manager of
not-for-profit hospitals and also provides consulting services to hospitals
throughout the country.

Tenet Healthcare Corporation. Tenet Healthcare Corporation, through its
subsidiaries, owns and operates 120 acute-care hospitals in 18 states and
provides related healthcare services throughout the United States. The company
supports its hospitals with a staff at its operations center in Dallas, Texas.

Hospital Supplies

Abbott Laboratories. Abbott Laboratories discovers, develops, manufactures,
and sells a variety of health care products and services. The company's products
include adult and pediatric pharmaceuticals and nutritionals. Abbott's
pharmaceuticals are sold to retailers, wholesalers, health care facilities, and
government agencies.

Baxter International, Inc. Baxter International, Inc. develops, distributes,
and manufactures health care products, systems, and services. The company's
products are used by hospitals, clinical and medical research laboratories,
blood and dialysis centers, rehabilitation centers, nursing homes, doctors'
offices, and at home under physician supervision. Products are manufactured in
25 countries and sold worldwide.

Managed Care

Aetna, Inc. Aetna, Inc., along with its subsidiaries, provides insurance,
health benefits, and financial services to corporations, public and private
institutions, and individuals in the United States and internationally. The
company's products and services include health care, retirement services, group
life and disability insurance, and variable and/or fixed investment options.

United HealthCare Corporation. United HealthCare Corporation offers health
care coverage and related services in all 50 states, the District of Columbia,
Puerto Rico, and internationally. The company provides comprehensive health care
management services through organized health systems and insurance products.
United provides medical information management, health benefit administration,
and other products and services.

Medical Devices

Bausch & Lomb, Inc. Bausch & Lomb, Inc. develops, manufactures, and markets
eye care products. The company's four business segments include vision care,
eyewear, pharmaceuticals, and health care. Products include contact lenses and
lens care products; sunglasses and vision accessories; generic and proprietary
prescription pharmaceuticals; and biomedical products, hearing aids, and skin
care products.

Beckman Coulter, Inc. Beckman Coulter, Inc. designs, manufactures, and
services laboratory systems consisting of instruments, reagents, and related
products. The company's systems are used to conduct basic scientific research,
drug discovery research, and diagnostic analysis of patient samples. Beckman's
diagnostic systems are marketed to hospital laboratories, medical schools, and
pharmaceutical companies.

Becton, Dickinson and Company. Becton, Dickinson and Company manufactures
and sells a broad line of medical supplies and devices and diagnostic systems.
The company's products are used by health care professionals, medical research
institutions, and the general public. Becton's products are sold worldwide. The
principal markets outside the United States are Europe, Japan, Mexico,
Asia-Pacific, Canada, and Brazil.

Boston Scientific Corporation. Boston Scientific Corporation develops,
manufactures, and markets minimally invasive medical devices. The company's
products are used in a variety of interventional medical specialties, including
cardiology, electrophysiology, gastroenterology, neuro-endovascular therapy,
radiology, urology, and vascular surgery. Boston's products diagnose and treat a
variety of medical problems.

Pharmaceuticals

ALZA Corporation. ALZA Corporation develops and commercializes
pharmaceutical products. The company uses advanced drug delivery technologies to
add medical and economic value to drug therapies. ALZA focuses on the sales and
marketing of its urology and oncology pharmaceuticals.

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

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

Dura Pharmaceuticals, Inc. Dura Pharmaceuticals, Inc. develops and markets
prescription pharmaceutical products. The company's products treat asthma, hay
fever, chronic obstructive pulmonary disease, the common cold, and related
respiratory ailments. Dura is also developing a pulmonary drug delivery system.

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

Merck & Company, Inc. Merck & Company, Inc. is a worldwide
research-intensive health products company. The company operates through five
divisions: human health, managed pharmaceutical care, manufacturing, research,
and vaccine. Merck's products include treatments for osteoporosis and high blood
pressure. The company markets its products under brand names such as "Cozar,"
"Fosamax," "Trusopt," and "Pepcid AC."

Mylan Laboratories, Inc. Mylan Laboratories, Inc. develops, licenses,
manufactures, and markets generic and proprietary pharmaceutical and wound care
products. The company's products include solid oral dosage forms, as well as
suspensions, liquids, injectables, and transdermals.

Utility Trust

Electric Utilities

American Electric Power Company, Inc. American Electric Power Company, Inc.
is an electric utility holding company. The company provides approximately seven
million people with electricity in Ohio, Indiana, Michigan, Kentucky, West
Virginia, Virginia and Tennessee. American Electric Power, through its
subsidiaries, provides consulting, engineering, and technical services
throughout the world.

BEC Energy. BEC Energy generates, purchases, transmits, distributes, and
sells electric energy. The company, through its subsidiaries, is also involved
in certain non-utility businesses, including energy utilization and
conservation, construction management, and district energy. Boston Edison
supplies electricity at retail to the city of Boston and 39 surrounding cities
and towns.

Carolina Power & Light Company. Carolina Power & Light Company, a public
service corporation, generates, transmits, distributes, and sells electricity in
portions of North and South Carolina. The company provides retail electric
service to approximately 1,153,000 customers.

CMS Energy Corporation. CMS Energy Corporation provides energy services and
develops, owns, and operates energy facilities around the world. The company is
involved in electric and gas utility operations; electric power production; oil
and gas exploration and production; natural gas transmission, storage, and
processing; international energy distribution; and energy marketing, services,
and trading.

DTE Energy Company. DTE Energy Company is the holding company for Detroit
Edison, an electric utility serving Southeastern Michigan. The company's other
subsidiaries operate non-regulated businesses such as those providing
energy-related services and products. DTE Capital Corporation, also a
subsidiary, provides financial services to DTE Energy's non-regulated
subsidiaries.

Duke Energy Corporation. Duke Energy Corporation is an integrated energy and
services provider offering physical delivery and management of electricity and
natural gas. The company also gathers and processes natural gas, produces
natural gas liquids, and transports and trades crude oil. Duke Energy conducts
real estate and communications operations through a subsidiary, Crescent
Resources, Inc.

Edison International. Edison International is the parent corporation of:
Southern California Edison, an electric utility; Edison Mission Energy, a
developer, owner, and operator of independent power facilities; Edison Capital,
a provider of infrastructure project financing and housing financing; and Edison
Enterprise, which oversees subsidiaries Edison Source, Edison Select, Edison EV,
and Edison Utility.

Florida Progress Corporation. Florida Progress Corporation is the holding
company for Florida Power Corporation and Electric Fuels Corporation. The
company provides electric utility services to customers in west central Florida
through its Florida Power subsidiary. Florida Progress is also involved in coal
mining, marine transportation and services, and rail services.

Houston Industries, Inc. Houston Industries, Inc. is a diversified
international energy services company. The company generates, transmits,
distributes, and sells electric energy through its Houston Lighting & Power
Company division. Houston Industries also operates a natural gas utility and
participates in the privitization of overseas independent power projects.
Idacorp, Inc. Idacorp, Inc. is the holding company for Idaho Power Co., an
electric utility. Idaho Power supplies electricity to southern Idaho, eastern
Oregon, and northern Nevada. The company owns 17 hydro-electric power plants and
is a partial owner of three thermal generation facilities located in Wyoming,
Nevada, and Oregon.

IPALCO Enterprises, Inc. IPALCO Enterprises, Inc. is a multi-state energy
company providing a variety of energy products and services. The company's
principal subsidiary, Indianapolis Power & Light Company, provides retail
electric service to commercial, industrial, and residential customers in
Indianapolis, Indiana and its surrounding area.

Kansas City Power & Light Company. Kansas City Power & Light Company is a
public utility providing the generation, transmission, distribution, and sale of
electricity. The company serves more than 445,000 customers in 31 counties in
western Missouri and eastern Kansas. KLT, Inc., a wholly owned subsidiary,
pursues opportunities in non-regulated, energy-related ventures.

MidAmerican Energy Holdings Company. MidAmerican Energy Holdings Company has
three subsidiaries. The company serves 642,000 electric customers and 610,000
natural gas customers in Iowa, Illinois, South Dakota, and Nebraska. MidAmerican
also manages nonregulated businesses involved in railcar management and repair,
electric and natural gas marketing, communications, passive investments, and
economic development.

Minnesota Power, Inc. Minnesota Power, Inc. is a utility company. The
company provides electrical service operations in northern Minnesota and
northwestern Wisconsin. Minnesota Power also provides water services in Florida
and North Carolina. Other business interests involve automotive services and
various investments, including securities and real estate.

Northern States Power Company. Northern States Power Company generates,
transmits, and distributes electricity. The company also transports, stores, and
distributes natural gas. Northern operates several non-regulated energy
affiliates throughout the world. The company serves customers in Minnesota, and
North and South Dakota. Northern operates through two subsidiaries, Northern
States Power Company and NRG Energy, Inc.

PECO Energy Company. PECO Energy Company provides electricity and gas to
southeastern Pennsylvania. The company supplies electric service to 1.5 million
electric customers and approximately 400,000 natural gas customers. PECO also
markets wholesale energy services, power plant operations and management,
infrastructure management, telecommunications and a package of customized energy
solutions nationally.

Public Service Enterprise Group, Inc. Public Service Enterprise Group, Inc.
is a public utility holding company for Public Service Electric & Gas (PSE&G).
The company generates, transmits and distributes electricity and produces
natural gas in New Jersey. Its electrical and gas service area is a corridor of
approximately 2,600 square miles running across New Jersey from Bergen County
southwest to Camden.

Texas Utilities Company. Texas Utilities Company is a holding company for
energy service companies. The company, through its subsidiaries, provides
electric and natural gas utility services in the United States and
internationally, markets energy, provides other energy-related services, and
operates a local exchange telephone company.

Major Telecommunications

ALLTEL Corporation. ALLTEL Corporation provides wireline and wireless
communications and information services. The company, through its subsidiaries,
provides wireline local, long distance, network access and internet services,
wireless communications, wide area paging service and information processing
management services, and advanced applications software. ALLTEL also publishes
telephone directories.

Natural Gas Distribution

MDU Resources Group, Inc. MDU Resources Group, Inc. is a natural resource
company. The company is comprised of construction materials and mining
operations; oil and natural gas acquisition, exploration, and production
activities; an electric and natural gas utility; a natural gas transmission and
energy marketing company; and utility services companies.

Peoples Energy Corporation. Peoples Energy Corporation is a diversified
energy company. The company focuses on a variety of energy related facilities,
services, and investments. Peoples operates two natural gas utilities serving
approximately one million customers in Chicago and northeastern Illinois.

Washington Gas Light Company. Washington Gas Light Company and its
distribution subsidiary are public utilities that deliver and sell natural gas
through a 21,000-mile distribution system to more than 818,000 customers. The
company's customers are located in Washington, D.C. and the surrounding suburbs
in Maryland and Virginia, as well as a portion of the Shenandoah Valley in
Virginia and West Virginia.

Oil/Gas Transmission

El Paso Energy Corporation. El Paso Energy Corporation gathers, markets,
trades, and transports natural gas and natural gas products. The company also
participates in the development and ownership of power generation products and
the development and operation of energy infrastructure facilities. El Paso
operates through five principle divisions.

Northern Border Partners, LP. Northern Border Partners, LP, through a
subsidiary limited partnership Northern Border Intermediate Limited Partnership,
owns a general partner interest in Northern Border Pipeline Company. The company
owns a 969-mile U.S. interstate pipeline system that transports natural gas from
the Montana-Saskatchewan border near Port of Morgan, Montana, to connecting
pipelines in the State of Iowa.

Telecommunications

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 122:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 122 as of November 17, 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
122 as of November 17, 1998, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP
Chicago, Illinois
November 17, 1998

<TABLE>
<CAPTION>
STATEMENTS OF CONDITION
As of November 17, 1998

Health Care &
Telecommuni- Pharma-
Internet cations ceuticals Utility
Trust Trust Trust Trust
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to purchase Securities (1) $ 148,925 $ 148,631 $ 146,768 $ 148,352
--------------- --------------- --------------- --------------
Total $ 148,925 $ 148,631 $ 146,768 $ 148,352
=============== =============== =============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 166 $ 1,136 $ 459 $ 537
Deferred sales charge liability (3) 3,385 3,378 3,336 3,372
Interest of Unitholders--
Cost to investors (4) 150,430 150,140 148,260 149,860
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 5,056 6,023 5,287 5,417
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 145,374 144,117 142,973 144,443
--------------- --------------- --------------- --------------
Total $ 148,925 $ 148,631 $ 146,768 $ 148,352
=============== =============== =============== ==============
</TABLE>

(1)The value of the Securities is determined by Interactive Data Corporation on
the bases set forth under "Public Offering--Offering Price". The contracts to
purchase Securities are collateralized by separate irrevocable letters of
credit which have been deposited with the Trustee.
(2)A portion of the Public Offering Price represents an amount sufficient to pay
for all or a portion of the costs incurred in establishing a Trust. The
amount of these costs are set forth in the "Fee Table." A distribution will
be made as of the close of the initial offering period to an account
maintained by the Trustee from which this obligation of the investors will be
satisfied.
(3)Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".
(4)The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering--Offering Price".
(5)Assumes the maximum sales charge.

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

The Trusts were created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the date of
this Prospectus (the "Initial Date of Deposit"), among Van Kampen 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. A
Trust may be an appropriate medium for investors who desire to participate in a
portfolio of common stocks with greater diversification than they might be able
to acquire individually.

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

Additional Units of a Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase Securities together
with cash or irrevocable letters of credit or (iii) cash (or a letter of credit)
with instructions to purchase additional Securities. As additional Units are
issued by a Trust, the aggregate value of the Securities will be increased and
the fractional undivided interest represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits into a Trust following the
Initial Date of Deposit provided that the additional deposits will be in amounts
which will maintain, as nearly as practicable, the same percentage relationship
among the number of shares of each Security in the Trustportfolio that existed
immediately prior to the subsequent deposit. 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
- --------------------------------------------------------------------------------

Each Trust seeks to increase the value of your investment by investing in a
portfolio of common stocks of companies diversified within a particular
industry. We cannot guarantee that a Trust will achieve its objective.

You should note that we applied the selection criteria to the Securities for
inclusion in the Trusts as of the Initial Date of Deposit. After this date, the
Securities may no longer meet the selection criteria. Should a Security no
longer meet the selection criteria, we will generally not remove the Security
from its Trust portfolio.

A balanced investment portfolio incorporates various style and capitalization
characteristics. We offer unit trusts with a variety of styles and
capitalizations to meet your needs. We determine style characteristics (growth
or value) based on the criteria used in selecting the Trust portfolio.
Generally, a growth portfolio includes companies in a growth phase of their
business with increasing earnings. A value portfolio generally includes
companies with low relative price-earnings ratios that we believe are
undervalued. We determine 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.
We determine all style and capitalization characteristics as of the Initial Date
of Deposit and the characteristics may vary thereafter. We will not remove a
Security from a Trust as a result of any change in characteristics.

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

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

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

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

Single Industry. Each Trust invests in a single industry. Any negative
impact on the related industry will have a greater impact on the value of Units
than on a portfolio diversified over several industries. You should understand
the risks of these industries before you invest.

Technology Issuers. The Internet Trust invests in technology companies. These
companies face risks related to rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. An unexpected change in technology can have a
significant negative impact on a company. The failure of a company to introduce
new products or technologies or keep pace with rapidly changing technology, can
have a negative impact on the company's results. Internet stocks tend to
experience extreme price volatility and speculative trading. Announcements about
new products, technologies, operating results or marketing alliances can cause
stock prices to fluctuate dramatically. At times, however, extreme price and
volume fluctuations are unrelated to the operating performance of a company.
This can impact your ability to redeem your Units at a price equal to or greater
than what you paid.

The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.

Telecommunications Issuers. The Telecommunications Trust invests in
telecommunications companies. In addition, certain issuers in the Utility Trust
are telecommunications companies. These companies are subject to substantial
governmental regulation. For example, the United States government and state
governments regulate permitted rates of return and the kinds of services that a
company may offer. This industry has experienced substantial deregulation in
recent years. Deregulation may lead to fierce competition for market share and
can have a negative impact on certain companies. Competitive pressures are
intense and telecommunications stocks can experience rapid volatility. Certain
telecommunications products may become outdated very rapidly. A company's
performance can be hurt if the company fails to keep pace with technological
advances. Certain smaller companies in the portfolio may involve greater risk
than larger, established issuers. Smaller companies may have limited product
lines, markets or financial resources.

Their securities may trade in lower volumes than larger companies. As a result,
the prices of these securities may fluctuate more than the prices of other
issuers.

Health Care Issuers. The Health Care & Pharmaceuticals Trust invests in
health care companies. These issuers include companies involved in advanced
medical devices and instruments, drugs and biotechnology, managed care, hospital
management/health services and medical supplies. These companies face
substantial government regulation and approval procedures. Congress and the
president have proposed a variety of legislative changes concerning health care
issuers from time to time. Government regulation, and any change in regulation,
can have a significantly unfavorable effect on the price and availability of
products and services.

Drug and medical products companies also face the risk of increasing
competition from new products or services, generic drug sales, termination of
patent protection for drug or medical supply products and the risk that a
product will never come to market. The research and development costs of
bringing a new drug or medical product to market are substantial. This process
involves lengthy government review with no guarantee of approval. These
companies may have losses and may not offer proposed products for several years,
if at all. The failure to gain approval for a new drug or product can have a
substantial negative impact on a company and its stock.

Health care facility operators face risks related to demand for services, the
ability of the facility to provide required services, confidence in the
facility, management capabilities, competition, efforts by insurers and
government agencies to limit rates, expenses, the cost and possible
unavailability of malpractice insurance, and termination or restriction of
government financial assistance (such as Medicare, Medicaid or similar
programs).

Utility Issuers. The Utility Trust invests in public utility companies. These
issuers primarily include companies involved in the production and distribution
of electricity, natural gas or water, cable companies and communications
companies. These companies face risks related to obtaining adequate return on
invested capital despite rate increases, financing large construction programs,
restrictions on operations and increased costs and delays due to governmental
regulations, difficulty of the capital markets in absorbing utility securities,
the ability to obtain fuel for power generation at adequate prices and the
effects of energy conservation. Utility stocks have generally been particularly
susceptible to interest rate movements. The price of these stocks may fall if
interest rates rise.

Utility companies face substantial government regulation concerning rates
and licensing, construction and operation of facilities. Government authorities
must generally approve rate increases and voters in many states have the ability
to impose limits on rate adjustments. Because many utilities plan budgets far in
advance, any unexpected limitations on rates could negatively affect a company's
profits. In addition, this industry has experienced significant deregulation in
the recent past. Deregulation may increase competition which can have a negative
impact on certain companies and result in lower utility rates. Certain utility
companies own or operate nuclear generating facilities. Nuclear facilities have
experienced substantial cost increases, construction delays and licensing
difficulties. These companies face problems associated with the use of
radioactive materials and disposal of radioactive waste. A major accident at a
nuclear plant, such as the accident at a plant in Chernobyl in the former Soviet
Union, would have a significant negative impact on certain issuers.

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, the
payment will be charged on the next business day. Units purchased subsequent to
the initial deferred sales charge payment will be subject to only that portion
of the deferred sales charge payments not yet collected. The maximum sales
charge assessed to each Unitholder is 3.25% of the Public Offering Price (3.359%
of the aggregate value of the Securities less the deferred sales charge). A
portion of the Public Offering Price includes an amount of Securities to pay for
all or a portion of the costs incurred in establishing your Trust, including the
cost of preparing documents relating to the Trust (such as the prospectus, trust
agreement and closing documents) federal and state registration fees, the
initial fees and expenses of the Trustee and legal and audit expenses. Beginning
on November 17, 1999, the secondary market sales charge will be 2.75% and will
not include deferred payments. The initial offering period sales charge is
reduced as follows:

Aggregate
Dollar Amount
of Units Purchased* Sales Charge
--------------------- ----------------
$100,000 - $249,999 3.00%
$250,000 - $499,999 2.75
$500,000 - $999,999 2.50
$1,000,000 or more 2.00
- ---------------
*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%.

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 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 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
described below.

Aggregate Dollar Amount of Units Concession or Agency
Purchased* Commission
-------------------------------- ---------------------

Up to $99,999 2.25%
$100,000 - $249,999 2.00
$250,000 - $499,999 1.90
$500,000 - $999,999 1.75
$1,000,000 or more 1.40

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

*The breakpoint concessions or agency commissions are also applied on a Unit
basis using a breakpoint equivalent of $10 per Unit and are applied on whichever
basis is more favorable to the distributor.

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

Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other Van Kampen unit investment trusts who use their redemption or
termination proceeds to purchase Units of the Trusts, the total concession or
agency commission will amount to 1.50% per Unit. For all secondary market
transactions the total concession or agency commission will amount to 70% of the
sales charge. Notwithstanding anything to the contrary herein, in no case shall
the total of any concessions, agency commissions and any additional compensation
allowed or paid to any broker, dealer or other distributor of Units with respect
to any individual transaction exceed the total sales charge applicable to such
transaction. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concession or
agency commission to dealers and others from time to time.

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

Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, the Sponsor will realize a profit or loss as a result of the
difference between the price paid for the Securities by the Sponsor and the cost
of the Securities to each Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolios". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. Cash, if any, made available to
the Sponsor prior to the date of settlement for the purchase of Units may be
used in the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.

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

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

Tax-Sheltered Retirement Plans. Units are available for purchase in
connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The minimum
purchase for these accounts is reduced to 25 Units but may vary by selling firm.
The purchase of Units may be limited by the plans' provisions and does not
itself establish such plans.

RIGHTS OF UNITHOLDERS
- --------------------------------------------------------------------------------

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

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

Reinvestment Option. Unitholders may have distributions automatically
reinvested in additional Units under the Automatic Reinvestment Option (to the
extent Units may be lawfully offered for sale in the state in which the
Unitholder resides) through two options. Brokers and dealers can use the
Dividend Reinvestment Service through Depository Trust Company or purchase the
Automatic Reinvestment Option CUSIP. Unitholders will be subject to the
remaining deferred sales charge payments due on Units. To participate in this
reinvestment option, a Unitholder must file with the Trustee a written notice of
election, together with any certificate representing Units and other
documentation that the Trustee may then require, at least five days prior to the
related Record Date. A Unitholder's election will apply to all Units owned by
the Unitholder and will remain in effect until changed by the Unitholder. If
Units are unavailable for reinvestment, distributions will be paid in cash.
Purchases of additional Units made pursuant to the reinvestment plan will be
made at the net asset value for Units as of the Evaluation Time on the
Distribution Date.

In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen 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. Trusts generally 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 rate share of each Unit in each Trust determined on
the basis of (i) the cash on hand in the Trust, (ii) the value of the Securities
in the Trust and (iii) dividends receivable on the Securities in the Trust
trading ex-dividend as of the date of computation, less (a) amounts representing
taxes or other governmental charges payable out of the Trust, (b) the accrued
expenses of the Trust and (c) any unpaid deferred sales charge payments. During
the initial offering period, the redemption price and the secondary market
repurchase price will also include estimated organizational costs. For these
purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange, this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange, at the closing bid prices. If the Securities are not so listed
or, if so listed and the principal market therefore is other than on the
exchange, the evaluation may be based on the current bid price on the
over-the-counter market. If current bid prices are unavailable or inappropriate,
the evaluation may be determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the Securities on the bid side of the
market or (c) by any combination of the above. The value of any foreign
securities is based on the applicable currency exchange rate as of the
Evaluation Time.

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

Certificates. Ownership of Units is evidenced in book-entry form unless a
Unitholder makes a written request to the Trustee that ownership be in
certificate form. Units are transferable by making a written request to the
Trustee and, in the case of Units in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not limited
to, trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Fractional certificates
will not be issued. The Trustee may require a Unitholder to pay a reasonable fee
for each certificate reissued or transferred and to pay any governmental charge
that may be imposed in connection with each transfer or interchange. Destroyed,
stolen, mutilated or lost certificates will be replaced upon delivery to the
Trustee of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.

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

TRUST ADMINISTRATION
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Portfolio Administration. The Trusts are not managed funds and, except as
provided in the Trust Agreement, Securities generally will not be sold or
replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Trust based on advice from the Supervisor.
These situations may include events such as the issuer having defaulted on
payment of any of its outstanding obligations or the price of a Security has
declined to such an extent or other credit factors exist so that in the opinion
of the Sponsor retention of the Security would be detrimental to the Trust. In
addition, the Trustee may sell Securities to redeem Units or pay Trust expenses
or deferred sales charges. The Trustee must reject any offer for securities or
property in exchange for the Securities. If securities or property are
nonetheless acquired by a Trust, the Sponsor may direct the Trustee to sell the
securities or property and distribute the proceeds to Unitholders or to accept
the securities or property for deposit in the Trust. Should any contract for the
purchase of any of the Securities fail, the Sponsor will (unless substantially
all of the moneys held in the Trust to cover the purchase are reinvested in
substitute Securities in accordance with the Trust Agreement) refund the cash
and sales charge attributable to the failed contract to all Unitholders on or
before the next distribution date.

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

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

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

Limitations on Liabilities. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability for taking any action or for refraining from taking any
action in good faith pursuant to the Trust Agreement, or for errors in judgment,
but shall be liable only for their own willful misfeasance, bad faith or gross
negligence (negligence in the case of the Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee. The Trustee, Sponsor
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.

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

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

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

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

3. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder as described
below). The price a Unitholder pays for his Units, generally including sales
charges, is allocated among his pro rata portion of each Security held by the
Trust (in proportion to the fair market values thereof on the valuation date
nearest the date the Unitholder purchase his Units) in order to determine his
initial tax basis for his pro rata portion of each Security held by the Trust.
Unitholders should consult their own tax advisers with regard to calculation of
basis. For federal income tax purposes, a Unitholder's pro rata portion of
dividends as defined by Section 316 of the Code paid by a corporation with
respect to an Security held by the Trust are taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits". A
Unitholder's pro rata portion of dividends paid on such Security which exceeds
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.

4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain, except in the case of a dealer or a financial
institution. A Unitholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital loss (except in the case of a dealer or a financial
institution). Unitholders should consult their tax advisers regarding the
recognition of such capital gains and losses for federal income tax purposes.

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

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

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of the
Trust as miscellaneous itemized deductions subject to this limitation.
Unitholders should consult with their own tax advisers regarding the
deductibility of Trust expenses.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when an Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. The Internal Revenue Service Restructing 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
purposed for determining the holding period of the Unit. 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 including his pro rata
portion of all Securities represented by a Unit.

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

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

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

Because the Trust will own many Securities, a Unitholder who requests an in
kind distribution will have to analyze the tax consequences with respect to each
Security owned by the Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by the Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder of his
Units. The cost of the Units is allocated among the Securities held in the Trust
in accordance with the proportion of the fair market values of such Securities
on the valuation date nearest the date the Units are purchased in order to
determine such Unitholder's tax basis for his pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary income
as described above. General. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trust (other
than those that are not treated as United States source income, if any) will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax advisers.

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

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

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

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

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

TRUST OPERATING EXPENSES
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Compensation of Sponsor, Supervisor and Evaluator. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen 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
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Legal Opinions. The legality of the Units offered hereby has been passed
upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Trustee
and as special counsel for New York tax matters.

Independent Certified Public Accountants. The statements of condition and
the related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

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

TABLE OF CONTENTS
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Title Page
----- ----
Summary of Essential Financial Information............................... 2
Fee Table................................................................ 3
Internet Trust........................................................... 4
Telecommunications Trust................................................. 6
Health Care & Pharmaceuticals Trust...................................... 8
Utility Trust............................................................ 10
Notes to Portfolios...................................................... 12
The Securities........................................................... 13
Report of Independent Certified Public Accountants....................... 17
Statements of Condition ................................................. 18
The Trusts............................................................... A-1
Objectives and Securities Selection...................................... A-1
Risk Factors............................................................. A-2
Public Offering.......................................................... A-4
Rights of Unitholders.................................................... A-8
Trust Administration..................................................... A-10
Taxation................................................................. A-12
Trust Operating Expenses................................................. A-16
Other Matters............................................................ A-16
Additional Information................................................... A-16

PROSPECTUS
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November 17, 1998

Internet Trust, Series 12
Telecommunications Trust, Series 4
Health Care & Pharmaceuticals Trust, Series 4
Utility Trust, Series 4

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 122

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

Table of Contents

Page
Risk Factors 2
The Trusts 7
Sponsor Information 7
Trustee Information 8
Trust Termination 9

RISK FACTORS

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

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

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

Foreign Currencies. 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.

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.

There can be no assurance that these customers will place additional orders,
or that an issuer of Securities will obtain orders of similar magnitude as past
orders form other customers. Similarly, the success of certain companies is tied
to a relatively small concentration of products or technologies with intense
competition between companies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material adverse
impact on issuers of the Securities.

Internet-Related Technology Companies. The Internet Trust is
concentrated in issuers within the technology industry. Accordingly, an
investment in Units of the Internet Trust should be made with an understanding
of the characteristics of the technology industry and the risk which such an
investment may entail.

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

The market for Internet-related products and services has only recently
begun to develop, is rapidly evolving and is characterized by an increasing
number of market entrants who have introduced or developed products and services
for communication and commerce over the Internet. The industry is young and has
few proven products and services. Moreover, critical issues concerning the
commercial use of the Internet (including security, cost, ease of use and
access, and quality of service) remain unresolved and may impact the growth of
Internet use. Additionally, many Internet-related companies have only recently
commenced operations or offered substantial number of the issues included in the
Internet Trust occurred only within the last two years. Such companies are in
the early stage of development and have a limited operating history on which to
analyze future operating results. Such securities are generally regarded as
speculative investments. It is important to note that following its initial
public offering a security is likely to experience substantial stock price
volatility and speculative trading. Accordingly, there can be no assurance that
upon redemption of Units or termination of the Internet Trust a Unitholder will
receive an amount greater than or equal to the Unitholder's initial investment.

There can be no assurance that commerce and communication over the Internet
will become widespread or that any related products or services will become
widely adopted for these purposes. If the market fails to develop, develops more
slowly than expected, becomes saturated with competitors or certain products or
services do not achieve market acceptance, the financial condition of the
issuers of the Securities could be materially adversely affected. In addition,
due to the increasing use of the Internet, it is possible that various laws and
regulations may be adopted addressing issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For example,
recent proposals would prohibit distribution of obscene, lascivious or indecent
communications on the Internet. The adoption of any such laws could have a
material adverse impact on the Securities in the Internet Trust.

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

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

Certain issuers of the Securities derived a significant amount of
business in foreign markets. Many countries, especially emerging market
countries, have regulatory requirements that differ from U.S. requirements are
characterized by less developed and more volatile economies. International sales
and operations are subject to certain risks, including unexpected changes in
regulatory environments, exchange rates, tariffs and other barriers, political
and economic instability and potentially adverse tax consequences. All of these
factors could have a material adverse impact on the financial condition of
certain issuers.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will nto independently develop technologies that are substantially
equivalent or superior to such issuers' technology.

Telecommunications Issuers. Because the Telecommunications and Utility
Trusts may be concentrated in the telecommunications industry, the value of the
Units of these Trusts may be susceptible to factors affecting the
telecommunications industry. The telecommunications industry is subject to
governmental regulation and the products and services of telecommunications
companies may be subject to rapid obsolescence. These factors could affect the
value of Units. Telephone companies in the United States, for example, are
subject to both state and federal regulations affecting permitted rates of
returns and the kinds of services that may be offered. Certain types of
companies represented in a Trust portfolio are engaged in fierce competition for
a share of the market of their products. As a result, competitive pressures are
intense and the stocks are subject to rapid price volatility. While a Trust
portfolio concentrates on the securities of established suppliers of traditional
telecommunication products and services, a Trust may also invest in smaller
telecommunications companies which may benefit from the development of new
products and services. These smaller companies may present greater opportunities
for capital appreciation, and may also involve greater risk than large,
established issuers. Such smaller companies may have limited product lines,
market or financial resources, and their securities may trade less frequently
and in limited volume than the securities of larger, more established companies.
As a result, the prices of the securities of such smaller companies may
fluctuate to a greater degree than the prices of securities of other issuers.

Health Care Issuers. An investment in Units of the Health Care &
Pharmaceuticals Trust should be made with an understanding of the problems and
risks inherent in the healthcare industry in general. Healthcare companies
involved in advanced medical devices and instruments, drugs and biotech, managed
care, hospital management/health services and medical supplies have potential
risks unique to their sector of the healthcare field. These companies are
subject to governmental regulation of their products and services, a factor
which could have a significant and possibly unfavorable effect on the price and
availability of such products or services. Furthermore, such companies face the
risk of increasing competition from new products or services, generic drug
sales, termination of patent protection for drug or medical supply products and
the risk that technological advances will render their products obsolete. The
research and development costs of bringing a drug to market are substantial, and
include lengthy governmental review processes with no guarantee that the product
will ever come to market. Many of these companies may have losses and not offer
certain products for several years. Such companies may also have persistent
losses during a new product's transition from development to production, and
revenue patterns may be erratic. In addition, healthcare facility operators may
be affected by events and conditions including, among other things, demand for
services, the ability of the facility to provide the services required,
physicians' confidence in the facility, management capabilities, competition
with other hospitals, efforts by insurers and governmental agencies to limit
rates, legislation establishing state rate-setting agencies, expenses,
government regulation, the cost and possible unavailability of malpractice
insurance and the termination or restriction of governmental financial
assistance, including that associated with Medicare, Medicaid and other similar
third-party payor programs.

Legislative proposals concerning healthcare are proposed in Congress from
time to time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of prescription
drugs), national health insurance, incentives for competition in the provision
of healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in the Trust.

Utility Issuers. An investment in Units of the Utility Trust should be made
with an understanding of the characteristics of the public utility industry and
the risks which such an investment may entail. General problems of the public
utility industry include the difficulty in obtaining an adequate return on
invested capital despite frequent increases in rates which have been granted by
the public service commissions having jurisdiction, the difficulty in financing
large construction programs during an inflationary period, the restrictions on
operations and increased cost and delays attributable to environmental and other
regulatory considerations, the difficulty of the capital markets absorbing
utility debt and equity securities, the difficulty in obtaining fuel for
electric generation at reasonable prices, and the effects of energy
conservation. There is no assurance that public service commissions will grant
rate increases in the future or that any such increases will be adequate to
cover operating and other expenses and debt service requirements. All of the
public utilities which are issuers of the Securities have been experiencing many
of these problems in varying degrees. Furthermore, utility stocks are
particularly susceptible to interest rate risk, generally exhibiting an inverse
relationship to interest rates. As a result, electric utility stock prices may
be adversely affected as interest rates rise. There can be no assurance that
these customers will place additional orders, or that an issuer of Securities
will obtain orders of similar magnitude as past orders form other customers.
Similarly, the success of certain companies is tied to a relatively small
concentration of products or technologies with intense competition between
companies. Accordingly, a decline in demand of such products, technologies or
from such customers could have a material adverse impact on issuers of the
Securities.

Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and the
appropriate rate of return on an approved asset base, which must be approved by
the state commissions. Certain utilities have had difficulty from time to time
in persuading regulators, who are subject to political pressures, to grant rate
increases necessary to maintain an adequate return on investment and voters in
many states have the ability to impose limits on rate adjustments (for example,
by initiative or referendum). Any unexpected limitations could negatively affect
the profitability of utilities whose budgets are planned far in advance. In
addition, gas pipeline and distribution companies have had difficulties in
adjusting to short and surplus energy supplies, enforcing or being required to
comply with long-term contracts and avoiding litigation from their customers, on
the one hand, or suppliers, on the other.

Certain of the issuers of the Securities may own or operate nuclear
generating facilities. Governmental authorities may from time to time review
existing, and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear generating projects
in the electric utility industry have experienced substantial cost increases,
construction delays and licensing difficulties. These have been caused by
various factors, including inflation, high financing costs, required design
changes and rework, allegedly faulty construction, objections by groups and
governmental officials, limits on the ability to finance, reduced forecasts of
energy requirements and economic conditions. This experience indicates that the
risk of significant cost increases, delays and licensing difficulties remain
present until completion and achievement of commercial operation of any nuclear
project. Also, nuclear generating units in service have experienced unplanned
outages or extensions of scheduled outages due to equipment problems or new
regulatory requirements sometimes followed by a significant delay in obtaining
regulatory approval to return to service. A major accident at a nuclear plant
anywhere, such as the accident at a plant in Chernobyl, could cause the
imposition of limits or prohibitions on the operation, construction or licensing
of nuclear units.

In view of the uncertainties discussed above, there can be no assurance that
any company's share of the full cost of nuclear units under construction
ultimately will be recovered in rates or the extent to which a company could
earn an adequate return on its investment in such units. The likelihood of a
significantly adverse event occurring in any of the areas of concern described
above varies, as does the potential severity of any adverse impact. It should be
recognized, however, that one or more of such adverse events could occur and
individually or collectively could have a material adverse impact on a company's
financial condition, the results of its operations, its ability to make interest
and principal payments on its outstanding debt or to pay dividends.

Other general problems of the gas, water, telephone and electric utility
industries (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail transportation to transport
fossil fuels, the uncertainty of transmission service costs for both interstate
and intrastate transactions, changes in tax laws which adversely affect a
utility's ability to operate profitably, increased competition in service costs,
recent reductions in estimates of future demand for electricity and gas in
certain areas of the country, restrictions on operations and increased cost and
delays attributable to environmental considerations, uncertain availability and
increased cost of capital, unavailability of fuel for electric generation at
reasonable prices, including the steady rise in fuel costs and the costs
associated with conversion to alternate fuel sources such as coal, availability
and cost of natural gas for resale, technical and cost factors and other
problems associated with construction, licensing, regulation and operation of
nuclear facilities for electric generation, including, among other
considerations, the problems associated with the use of radioactive materials
and the disposal of radioactive wastes, and the effects of energy conservation.
Each of the problems referred to could adversely affect the ability of the
issuers of any Securities to make dividend payments.

THE TRUSTS

In seeking the Trusts' objectives, the Sponsor considered the ability of the
Securities to outpace inflation. While inflation is currently relatively low,
the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.

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

Stocks have been acknowledged as one of the best ways to stay ahead of
inflation over time. For example, common stocks (as represented by the Standard
& Poor's 500 Index) have generally outperformed long-term U.S. Government bonds,
U.S. Treasury bills and the rate of inflation over the long-term. Of course,
this represents past performance of these categories and there is no guarantee
of future results, either of these categories or of the Trust. In addition, the
certain Trusts seek to provide access to international markets which have often
generated historical returns superior to those in the United States. For
example, during 1993-1997, the United States stock market ranked among the top
three developed markets in total return only once and never ranked first
(measured by the Morgan Stanley Capital International USA Index and MSCI country
indexes).

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. 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.
The value of the Unitholder's fractional shares of the Securities will be paid
in cash. Unitholders with less than 1,000 Units, Unitholders in a Trust with
1,000 or more Units not requesting an in kind distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee will deduct from the funds of the appropriate Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. The Trustee will then distribute to
each Unitholder of each Trust his pro rata share of the balance of the Income
and Capital Accounts of such Trust.

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

CONTENTS OF REGISTRATION STATEMENTS

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

The facing 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 securities
being registered.

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Accountants.

SIGNATURES

The Registrant, Van Kampen Focus Portfolios, Series 122, 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 122 has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 17th day of November, 1998.

Van Kampen Focus Portfolios, Series 122
By Van Kampen Funds Inc.

By Gina M. Costello
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on November 17,
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 is filed
herewith or was filed with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 of Van Kampen American Capital
Equity Opportunity Trust, Series 64 (File No. 333-33087) and Van Kampen American
Capital Equity Opportunity Trust, Series 87 (File No. 333-44581) and the same
are hereby incorporated herein by this reference.

EXHIBIT 1.1

VAN KAMPEN FOCUS PORTFOLIOS
SERIES 122
TRUST AGREEMENT

Dated: November 17, 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 "Record Dates" set forth under "Summary of Essential
Financial Information" in the Prospectus.

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

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

6. 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.

7. 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.

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

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

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

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

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 J. Boyne
Vice President

Attest

By Nicholas Dalmaso
Assistant Secretary

Van Kampen Investment Advisory Corp.

By James J. 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
IN
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 122

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

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

November 17, 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 122
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 122 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated November 17, 1998 (the "Indenture") 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. The Fund is
comprised of the following separate unit investment trusts, Internet Trust,
Series 12, Telecommunications Trust, Series 4, Health Care & Pharmaceuticals
Trust, Series 4 and Utility Trust, Series 4 (each a "Trust").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours

CHAPMAN AND CUTLER

MJK/md

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

November 17, 1998

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

Re: Van Kampen Focus Portfolios, Series 122
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 122 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated November 17, 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. 333-65639) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EXHIBIT 3.3

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

November 17, 1998

Van Kampen Focus Portfolios, Series 122
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 122 (the "Fund") consisting of Internet Trust, Series 12,
Telecommunications Trust, Series 4, Health Care & Pharmaceuticals Trust, Series
4 and Utility Trust, Series 4 (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 the 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 333-65639), the objectives of the Fund are to provide the potential for
dividend income and capital appreciation through investment in a fixed portfolio
of actively traded equity securities of companies engaged in, providing services
to companies in, the industry identified in Trust's name, or are the type of
securities identified in the name of the Trusts. 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 income, gains or losses in
respect thereof.

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

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

The Trustee did not participate in the selection of the securities to
be deposited in the Trust, and, upon the receipt thereof, will deliver to the
Depositor a registered certificate for the number of Units representing the
entire capital of the 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 Trust may be removed therefrom
by the Trustee at the direction of the Depositor upon the occurrence of certain
specified events which adversely affect the sound investment character of the
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(l) defines the term
"corporation" to include, among other things, "any business conducted by a
trustee or trustees wherein interest or ownership is evidenced by certificate or
other written instrument."

The Regulations promulgated under Section 208 provide as follows:

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

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

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

In the instant situation, the Trustee is not empowered to, and we
assume will not, sell 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 the 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 incom
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 4.1

Interactive Data
14 Wall Street, 11th Floor
New York, NY 10005

November 17, 1998

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

Re: Van Kampen Focus Portfolios
Internet Trust, Series 12,
Telecommunications Trust, Series 4,
Health Care & Pharmaceuticals Trust, Series 4
Utility Trust, Series 4
(A Unit Investment Trust) Registered Under the Securities Act of 1933,
File No. 333-65639

Gentlemen:

We have examined the Registration Statement for the above captioned
Fund, a copy of which is attached hereto.

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

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

Very truly yours,

James Perry
Vice President

EXHIBIT 4.2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

We have issued our report dated November 17, 1998 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 122 as of November 17, 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
November 17, 1998