VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 150, 487, 1999-04-20

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 150
487, 1999-04-20

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MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 150

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 150 on April 20, 1999. 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 and series numbers
revised.

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

Pages 4-12. Revisions have been made and the portfolios have been completed.

Pages 13-15. The descriptions of the Securities issuers have been completed.

Pages 26-27. The Report of Independent Certified Public Accountants and
Statements of Condition have been completed.

<PAGE>

FILE NO. 333-74885
CIK #1025282

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 150

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: A. Thomas Smith III, General Counsel
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 April 20, 1999 pursuant to Rule 487.
<PAGE>
Van Kampen
Focus Portfolios(SM)
A Division of Van Kampen Funds Inc.

Banking Trust, Series 6
Global Energy Trust, Series 9
Internet Trust, Series 14
Morgan Stanley High-Technology 35 IndexSM Trust, Series 6

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

Van Kampen Focus Portfolios, Series 150 includes the unit investment trusts
described above (the "Trusts"). Each Trust seeks to increase the value of your
investment by investing in a diversified portfolio of common stocks of companies
within a single industry. Of course, we cannot guarantee that a Trust will
achieve its objective.

April 20, 1999

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.

Summary of Essential Financial Information
April 20, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Public Offering Price General Information
Aggregate value of Securities per Unit (1) $ 9.900 Initial Date of Deposit April 20, 1999
Sales charge 0.325 Mandatory Termination Date April 20, 2001
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
<CAPTION>
Banking Global Energy Internet High-Tech 35
Trust Trust Trust Index Trust
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Trust Information
Initial number of Units (3) 14,851 14,712 13,150 14,134
Aggregate value of Securities (1) $ 147,026 $ 145,650 $ 130,188 $ 139,928
Estimated initial distribution per Unit (4) $ 0.04 $ 0.04 $ 0.00 $ 0.00
Estimated annual dividends per Unit (4) $ 0.24522 $ 0.19465 $ N/A $ 0.01649
Redemption price per Unit (5) $ 9.675 $ 9.675 $ 9.675 $ 9.675

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

(1)Each Security is valued at the most recent closing sale price on its
principal trading exchange or at the most recent asked price if not listed on
the last business 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 two months for the Internet Trust and three
months for other Trusts). 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 close of the New York Stock Exchange 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 included these costs after the initial offering period.
</TABLE>
Fee Table

<TABLE>
<CAPTION>
Global High-Tech
Banking Energy Internet 35 Index
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) $ 0.04133 $ 0.02331 $ 0.00568 $ 0.00644
=========== =========== =========== ===========

Estimated Annual Expenses per Unit
Trustee's fee and operating expenses $ 0.01250 $ 0.01155 $ 0.00892 $ 0.00912
Supervisory and evaluation fees $ 0.00500 $ 0.00500 $ 0.00500 $ 0.00500
----------- ----------- ----------- -----------
Estimated annual expenses per Unit $ 0.01750 $ 0.01655 $ 0.01392 $ 0.01412
=========== =========== =========== ===========

Estimated Costs Over Time
One year $ 36 $ 37 $ 33 $ 35
Three years $ 40 $ 41 $ 36 $ 38
Five years N/A N/A N/A N/A
Ten years N/A N/A N/A N/A

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 for the Internet Trust
accrues daily and is assessed from July 20, 1999 through March 19, 2000. The
deferred sales charge for other Trusts accrues daily and is assessed from
August 17, 1999 through April 16, 2000.

(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.
</TABLE>

Banking Trust

The Trust seeks to provide capital appreciation through an investment in a
portfolio of common stocks issued by financial institutions. Investing in the
Trust may be a way to benefit from the increased merger and acquisition activity
that has recently characterized this industry. An economy marked by moderate
growth and low inflation may have helped solidify the industry's position. Other
fundamental changes, including deregulation and an increase in retirement
planning, have helped establish banking institutions across the country as more
comprehensive financial institutions. Certain trends may suggest that bank and
thrift stocks offer a potential for growth, such as:

[INSERT CHART HERE]

o An increased number of consolidations and mergers

o Growing assets under management

o Deregulation of the banking sector

o Relatively stable interest rates

o Low inflationary expectations

o Steady economic growth

o Strong credit quality

o Technology-driven operational efficiencies

o Demographic shifts that demand wide-ranging investment products
and services

o Potential for continued investment in financial markets

o Increased demand for private banking and asset management

Of course, no one can guarantee that these trends will continue.

If you had invested $10,000 in the stocks included in the Standard & Poor's
Bank Index on December 31, 1988, it would have grown to $55,681 by December 31,
1998. If you had invested this amount in the stocks included in the Standard &
Poor's 500 Index, it would have grown to $56,897 over the same time period. This
is not the past performance of the Trust or a previous series of the Trust and
does not indicate the future performance of the Trust. The performance of the
Trust will differ from these indices because the Trust includes a sales charge
and expenses that are not reflected in these figures. In addition, the Trust
will not own the same stocks as those included in the indices.

As with any investment, 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>
98 Bank One Corporation $ 59.313 2.83% $ 5,812.63
145 Bank United Corporation 40.750 1.57 5,908.75
78 BankAmerica Corporation 71.750 2.51 5,596.50
115 BankBoston Corporation 51.250 2.50 5,893.75
205 Charter One Financial, Inc. 29.625 1.89 6,073.13
66 Chase Manhattan Corporation 84.688 1.94 5,589.38
40 Citigroup Inc. 70.750 1.02 2,830.00
107 Compass Bankshares, Inc. 27.750 2.88 2,969.25
118 Cullen/Frost Bankers, Inc. 49.875 2.41 5,885.25
80 First American Corporation 36.938 3.03 2,955.00
105 First Union Corporation 55.688 3.38 5,847.19
62 Golden West Financial Corporation 95.938 0.58 5,948.13
170 GreenPoint Financial Corporation 34.750 2.53 5,907.50
22 J.P. Morgan & Company Incorporated 136.625 2.90 3,005.75
193 KeyCorp 30.188 3.45 5,826.19
129 North Fork Bankcorporation 23.063 2.60 2,975.06
133 Pacific Century Financial Corporation 22.125 3.07 2,942.63
313 Peoples Heritage Financial Group, Inc. 19.000 2.42 5,947.00
101 PNC Bank Corporation 58.750 2.79 5,933.75
108 Republic New York Corporation 53.625 1.94 5,791.50
74 Summit Bancorp 39.938 3.31 2,955.38
216 TCF Financial Corporation 27.688 2.35 5,980.50
186 Union BanCal Corporation 32.750 2.32 6,091.50
69 Union Planters Corporation 42.625 4.69 2,941.13
165 US. Bancorp 35.875 2.17 5,919.38
249 UST Corporation 24.000 2.50 5,976.00
268 Washington Federal, Inc. 22.000 4.00 5,896.00
143 Washington Mutual, Inc. 40.000 2.30 5,720.00
143 Wells Fargo Company 41.313 1.79 5,907.69
- ---------- -------------
3,901 $ 147,025.88
========== =============

See "Notes to Portfolios".
</TABLE>

Global Energy Trust

The Trust seeks to increase the value of your investment and provide
dividend income by investing in stocks of energies companies throughout the
world. We selected stocks for a variety of reasons including industry position,
growth potential and valuation. The portfolio primarily includes exploration and
development companies, distributors and large multinational firms in both oil
and natural gas industries. Oil and natural gas are leading sources of energy
worldwide. Recent developments in the industry and global economic growth may
increase the future demand for these natural resources. The industry's
dedication to research, exploration and technology has improved exploration and
extraction techniques. From new drilling methods to three-dimensional
seismographic mapping, oil and natural gas companies are better able to target
potential sites and benefit from them.

[INSERT CHART HERE]

The modern global economy may also provide growth potential for the energy
industry. Oil and natural gas companies from around the world are forming joint
ventures and exploration partnerships that were unheard of less than a decade
ago. From Eastern Europe to the Pacific Rim, such ventures provide important
production opportunities. While political uncertainty and other factors can
affect such development projects, the potential reserves available in this area
of the world may provide significant earnings momentum for energy companies.

The United States represents the largest market for energy products. The
U.S. economy is currently characterized, in relative historical terms, by low
inflation and moderate growth. As the world's largest energy product consumer,
the United States provides stability for energy prices. A more dramatic change
in energy usage may come from the former Soviet Union, Eastern European
countries and the Pacific Rim. As economies grow and modernize, there is an
essential demand for energy resources for both industries and consumers. With
more efficient exploration and production techniques and new reserve potential,
the supply of oil and other energy products appears promising. Global growth may
help keep demand growing, providing price support for energy products and
ultimately benefiting oil and natural gas companies.

See "Notes to Portfolios".
</TABLE>

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:

[INSERT CHART HERE]

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. Stocks of
internet-related companies have been subject to extreme price volatility and
speculative trading. This Trust is 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
73 Applied Micro Circuits Corporation $ 50.875 0.00% $ 3,713.88
28 At Home Corporation 119.000 0.00 3,332.00
60 Aware Inc. 46.250 0.00 2,775.00
56 Broadcom Corporation 60.000 0.00 3,360.00
35 Cisco Systems, Inc. 100.063 0.00 3,502.19
68 Lucent Technologies, Inc. 52.375 0.15 3,561.50
44 Qwest Communications International Inc. 82.063 0.00 3,610.75
32 Uniphase Corporation 106.000 0.00 3,392.00
84 Vitesse Semiconductor Corporation 42.375 0.00 3,559.50
Client/Server
115 Citrix Systems, Inc. 30.375 0.00 3,493.13
Commerce
21 Amazon.com, Inc. 159.000 0.00 3,339.00
75 BroadVision, Inc. 39.625 0.00 2,971.88
23 eBAY Inc., 154.188 0.00 3,546.31
43 Vignette Corporation 68.250 0.00 2,934.75
Content
43 iVillage Inc. 83.625 0.00 3,595.88
70 InterVU Inc. 40.375 0.00 2,826.25
102 Ziff-Davis Inc. 31.625 0.00 3,225.75
Finance
38 Telebanc Financial Corporation 77.000 0.00 2,926.00
Hardware
99 Dell Computer Corporation 35.438 0.00 3,508.31
65 Intel Corporation 55.500 0.22 3,607.50
73 Sun Microsystems, Inc. 50.125 0.00 3,659.13
Information Technology Services
65 Sapient Corporation 52.125 0.00 3,388.13
Internet Portfolio
16 CMGI, Inc. 214.563 0.00 3,433.00
Portals
21 Yahoo!, Inc. 163.813 0.00 3,440.06
Security
27 VeriSign, Inc. 109.875 0.00 2,966.63
Service
29 America Online, Inc. 116.000 0.00 3,364.00
30 DoubleClick Inc. 103.688 0.00 3,110.63
49 Exodus Communications, Inc. 61.375 0.00 3,007.38
36 Gemstar International Group 98.625 0.00 3,550.50
33 Inktomi Corporation 89.000 0.00 2,937.00
44 Microsoft Corporation 81.063 0.00 3,566.75
40 MindSpring Enterprises, Inc. 87.250 0.00 3,490.00
43 Knight/Trimark Group, Inc. 72.000 0.00 3,096.00
45 Network Solutions, Inc. 70.500 0.00 3,172.50
97 Verity, Inc. 32.000 0.00 3,104.00
Service Provider/Telecomm Carrier
44 MCI WorldCom, Inc. 82.313 0.00 3,621.75
Storage
35 EMC Corporation 101.438 0.00 3,550.31
55 QLogic Corporation 63.375 0.00 3,485.63
54 VERITAS Software Corporation 64.125 0.00 3,462.75_
- ---------- ------------
2,010 $ 130,187.73
========== ============

See "Notes to Portfolios".
</TABLE>

Morgan Stanley High-Technology 35 Indexsm Trust

The Trust seeks to provide capital appreciation through an investment in a
portfolio of the common stocks included in the Morgan Stanley High-Technology 35
Indexsm on the Initial Date of Deposit. In creating the index, the Morgan
Stanley Technology Research Group sought to design a benchmark that provides
broad industry representation of equally-weighted, highly liquid, pure
technology companies that is rebalanced annually. Morgan Stanley set the index
value to 200 as of the close of trading on December 18, 1994. The American Stock
Exchange computes the value of the index in real-time during trading hours under
the symbol "MSH". The index is the exclusive property and is a service mark of
Morgan Stanley.

[INSERT CHART HERE]

If you had invested $10,000 in the stocks included in the index on December
31, 1993, it would have grown to $61,826 by March 31, 1998. If you had invested
this amount in the stocks included in the Standard & Poor's 500 Index and
Nasdaq-100 Index, it would have grown to $30,608 and $53,370 over the same time
period. This is not the past performance of the Trust or a previous series of
the Trust and does not indicate the future performance of the Trust. The
performance figure for the High-Tech 35 Index reflects hypothetical Trust sales
charges and expenses. The performance of the Trust will differ from the index
because the Trust includes a sales charge and expenses. In addition, the Trust
may not be able to exactly replicate the index and will not necessarily change
if the index changes.

Pure Technology. The index includes 35 pure technology companies representing
the full breadth of technology industry segments. These segments include
Computer Services, Networking and Telecommunications Equipment, PC Hardware and
Peripherals, Electronic Connectors and Components, Server/Technical Software,
Wireless Telecommunications Equipment, Semiconductor Capital Equipment, PC
Software/Internet/New Media and Server Hardware and Semiconductors. The index
attempts to include bellwether stocks that provide a balanced representation of
these sub-industries. The index includes only electronics-based technology
companies and excludes biotechnology, medical, test and instrumentation
companies.

Equal Weighting. The index is an equal weighted index that includes large and
small industry bellwether stocks. The index seeks to minimize the pitfalls of
market capitalization indexes. Morgan Stanley believes that market
capitalization indexes fail to accommodate the wide range of market
capitalizations and revenue bases common to the technology industry.

Rebalancing. Morgan Stanley rebalances the index to an equal weighting per
company on the third Friday of each December. This allows stocks that appreciate
during the year to command increasing influence in the index while guarding
against the long-term negatives of a market-capitalization weighted index. We
will not rebalance the Trust portfolio annually. Changes in the index will not
necessarily result in changes in the portfolio. However, we may offer additional
portfolios each year that include the current index components and weightings.
Certain companies in the index have announced their intention to merge or
combine operations in the near future. While the Trust may continue to hold the
stock of any new entities received in exchange for the current stocks, it will
not reinvest in any new stocks that may be added to the index. Accordingly, the
Trust portfolio is likely to differ from the index components during its life.

<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>
81 3Com Corporation $ 20.500 0.00% $ 1,660.50
30 Amazon.com, Inc 159.000 0.00 4,770.00
60 America Online, Inc. 116.000 0.00 6,960.00
80 Applied Materials, Inc. 58.750 0.00 4,700.00
59 Ascend Communications, Inc. 81.125 0.00 4,786.38
94 Automatic Data Processing, Inc. 40.250 0.76 3,783.50
39 Cisco Systems, Inc. 100.063 0.00 3,902.44
84 Compaq Computer Corporation 22.750 0.35 1,911.00
93 Computer Associates International, Inc. 35.125 0.23 3,266.63
53 Computer Sciences Corporation 57.563 0.00 3,050.81
103 Dell Computer Corporation 35.438 0.00 3,650.06
79 Electronic Arts Inc. 47.625 0.00 3,762.38
78 Electronic Data Systems Corporation 52.000 1.15 4,056.00
44 EMC Corporation 101.438 0.00 4,463.25
126 First Data Corporation 39.188 0.20 4,937.63
56 Hewlett-Packard Company 71.625 0.89 4,011.00
59 Intel Corporation 55.500 0.22 3,274.50
21 International Business Machines Corporation 167.000 0.53 3,507.00
51 Intuit Inc. 78.938 0.00 4,025.81
73 Lucent Technologies Inc. 52.375 0.15 3,823.38
68 Micron Technology, Inc. 44.000 0.00 2,992.00
51 Microsoft Corporation 81.063 0.00 4,134.19
61 Motorola, Inc. 76.750 0.63 4,681.75
75 Northern Telecom Limited 64.750 0.46 4,856.25
136 Oracle Corporation 23.438 0.00 3,187.50
224 Parametric Technology Corporation 15.813 0.00 3,542.00
213 PeopleSoft, Inc. 12.250 0.00 2,609.25
108 Seagate Technology, Inc. 26.813 0.00 2,895.75
97 Solectron Corporation 48.750 0.00 4,728.75
- - 44 STMicroelectronics N.V. 102.125 0.00 4,493.50
88 Sun Microsystems, Inc. 50.125 0.00 4,411.00
53 Tellabs, Inc. 98.625 0.00 5,227.13
42 Texas Instruments Incorporated 105.000 0.32 4,410.00
104 Xilinx, Inc. 45.250 0.00 4,706.00
29 Yahoo! Inc. 163.813 0.00 4,750.56
- ---------- -------------
2,756 $ 139,927.88
========== =============

See "Notes to Portfolios".

</TABLE>

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 April 19, 1999
and have a settlement date of April 22, 1999 (see "The Trusts").

(2) The market value of each Security is based on the most recent closing
sale price on the applicable exchange on the day prior to the Initial Date of
Deposit or the most recent asked price if not listed on an exchange. Other
information regarding the Securities, as of the Initial Date of Deposit, is as
follows:
<TABLE>
<CAPTION>
Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
<S> <C> <C>
Banking Trust $147,009 $ 17
Global Energy Trust $145,650 $ --
Internet Trust $130,174 $ 14
Morgan Stanley High-Technology 35 Indexsm Trust $139,931 $ (3)

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

"3" indicates that the stock is a foreign common stock traded on a U.S.
securities exchange.
</TABLE>
(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 most recent close
of trading on the business 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.

Banking Trust

Bank One Corporation. Bank One Corporation, a bank holding company, provides
a full range of consumer and commercial banking-related financial services. The
company operates banking offices in Arizona, Colorado, Illinois, Indiana,
Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia, and Wisconsin, and
operates facilities in 33 states. Bank One is also involved in credit card and
merchant processing, consumer and education finance, mortgage banking,
insurance, and more.

Bank United Corp. Bank United Corp., through its Bank United subsidiary,
provides financial services to consumers and businesses in Texas and other
selected regional markets throughout the United States. The company operates 84
branches, 21 commercial banking offices, and a network of wholesale mortgage
origination offices.

BankAmerica Corporation. BankAmerica Corporation is the holding company for
Bank of America and NationsBank. The company provides retail banking services,
asset management, financial products, corporate finance, specialized finance,
capital markets, and financial services. Bank of America operates throughout the
United States.

BankBoston Corporation. BankBoston Corporation offers consumer, small
business, and corporate banking in New England. The company also delivers
financial solutions to corporations and governments nationally and
internationally, as well as provides full-service banking in Latin American
markets.

Charter One Financial, Inc. Charter One Financial, Inc. is the holding
company for Charter One Bank, F.S.B. The Bank provides consumer and business
banking services through its network of offices in Ohio, Michigan, New York,
Massachusetts, and Vermont.

The Chase Manhattan Corporation. The Chase Manhattan Corporation is a bank
holding company that conducts domestic and international financial services
through various bank and non-bank subsidiaries. The company provides corporate
finance, wholesale banking, and investment services, as well as emphasizes
origination, underwriting, distribution, risk management products, and private
banking.

Citigroup Inc. Citigroup Inc. is a diversified financial services holding
company that provides a broad range of financial services to consumer and
corporate customers around the world. The company's services include investment
banking, retail brokerage, corporate banking, and cash management products and
services.

Compass Bancshares, Inc. Compass Bancshares, Inc. is a bank holding company
that conducts a general commercial bank and trust business primarily in AL. The
company also has offices in Houston and Dallas, TX, and FL. In addition to
traditional banking services, the Company provides trust and fiduciary services,
insurance products, investment products, discount brokerage, mutual funds, and
lease financing.

Cullen/Frost Bankers, Inc. Cullen/Frost Bankers, Inc. is a holding company
for two national banks. The company operates 60 financial centers across Texas.
Cullen/Frost provides asset and liability management, as well as accounting,
budgeting, planning, and insurance. The Banks provide commercial services for
corporations and business clients.

First American Corporation. First American Corporation is the holding company
for First American National Bank, First American Federal Savings Bank, and First
American Enterprises, Inc. The Banks attract deposits and offer real estate
mortgage, consumer, and commercial loans through 169 offices. First American
also distributes securities and other investment and insurance products.

Golden West Financial Corporation. Golden West Financial Corporation is the
holding company for World Savings Bank and World Savings and Loan Association.
The Banks attract deposits and originate a variety of loans. Golden West
operates 248 banking offices and 249 loan offices in the United States.

GreenPoint Financial Corp. GreenPoint Financial Corp. is the holding company
for the GreenPoint Bank and GreenPoint Mortgage Corp. The company provides a
variety of financial services to include mortgage lending and consumer banking.
GreenPoint Bank operates 73 full-service banking offices in the New York City
metropolitan area.

J.P. Morgan & Co. Incorporated. J.P. Morgan & Co. Incorporated offers a
variety of financial services to businesses, governments, and individuals. The
company provides advice, raises capital, and trades financial instruments. J.P.
Morgan also manages investment assets for business enterprises, governments,
financial institutions, and private clients.

KeyCorp is a national banking franchise with more than 1000 offices in 13
states. The company's three primary lines of business include retail,
commercial, and investment management and trust services. KeyCorp also owns
non-bank subsidiaries which provide trust, leasing and credit life insurance,
data processing, mortgage banking, and investment services.

North Fork Bancorporation, Inc. North Fork Bancorporation, Inc. is the
holding company of North Fork Bank and Superior Savings of New England. The
Banks attract deposits from the generalpublic and originate a variety of loans
through a network of offices in the NewYork metropolitan and New Haven,
Connecticut areas.

Pacific Century Financial Corporation. Pacific Century Financial Corporation
is a regional bank holding company. The company operates more than 160 locations
from Singapore to New York. Pacific and its subsidiaries provide varied
financial services to businesses, governments and individuals in Hawaii, the
Asia Pacific region, and in selected markets on the United States mainland.

Peoples Heritage Financial Group, Inc. Peoples Heritage Financial Group, Inc.
is a multi-bank holding company. The Banks operate 188 offices located
throughout Maine, New Hampshire, and Massachusetts. The company offers
commercial and consumer banking services and products, as well as trust and
investment advisory services. Peoples attract deposits and uses the funds to
originate residential and commercial loans.

PNC Bank Corp. PNC Bank Corp. is a diversified financial services
organization. The company's major businesses include national consumer banking,
regional community banking, private banking, secured lending, asset management
and servicing, corporate banking, and mortgage banking. PNC operates in the
United States.

Republic New York Corporation. Republic New York Corporation is the holding
company for Republic National Bank of New York. The Bank provides a variety of
banking and financial services worldwide to corporations, financial
institutions, governmental units, and individuals. Republic National operates in
New York and Florida in the United States, as well as in Europe, Asia, and Latin
America.

Summit Bancorp. Summit Bancorp. is a regional bank holding company that
provides financial services to individuals, businesses, nonprofit organizations,
government entities, and other financial institutions. Summit offers commercial
and retail banking, investment management, and private banking through more than
440 traditional and supermarket branches located in New Jersey, Pennsylvania,
and Connecticut.

TCF Financial Corporation. TCF Financial Corporation is a national bank
holding company. The Banks operate in Minnesota, Illinois, Wisconsin, and
Colorado as TCF National Bank, and in Michigan as Great Lakes National Bank.
TCF's other affiliates include business equipment leasing, consumer finance,
mortgage banking, title insurance, annuity, and mutual fund sales companies.

UnionBanCal Corporation. UnionBanCal Corporation is a bank holding company
whose primary subsidiary is Union Bank of California, N.A. The Bank is a
commercial bank with 244 offices in California, six banking offices in Oregon
and Washington, and 18 overseas facilities, primarily in the Pacific Rim.

Union Planters Corporation. Union Planters Corporation is a holding company
whose subsidiaries offer deposit, loan, trust, investment, and insurance
services to consumers and businesses. The company operates banking offices in
Tennessee, Alabama, Arkansas, Florida, Illinois, Indiana, Iowa, Kentucky,
Louisiana, Mississippi, Missouri, and Texas.

U.S. Bancorp. U.S. Bancorp is a holding company with subsidiary banks that
provide comprehensive banking, trust, investment, and payment systems products
and services to consumers, businesses, and institutions. The Banks currently
operate approximately 1,000 offices in 17 states, as well as a network of
automated teller machines. The company also offers full-service brokerage
services.

UST Corp. UST Corp. is a bank holding company for USTrust and the United
States Trust Company. The Banks provide a broad range of financial services,
including commercial banking, consumer financial services, trust and money
management, and equipment leasing. UST serves individuals and small- and
medium-sized companies through 85 offices located throughout eastern
Massachusetts.

Washington Federal, Inc. Washington Federal, Inc. is the holding company for
Washington Federal Savings and Loan Association. The Association operates 106
offices in the states of Washington, Idaho, Oregon, Utah, and Arizona.
Washington Federal operates as a traditional thrift, obtaining its funds
primarily through savings deposits from the general public and providing real
estate loans.

Washington Mutual, Inc. Washington Mutual, Inc. is a financial services
company that provides a diversified line of products and services to consumers
and small- to mid-sized businesses. The company currently operates more than
2,000 consumer banking, mortgage lending, commercial banking, and consumer
finance locations throughout the United States.

Wells Fargo Company. Wells Fargo Company is a diversified financial services
company providing banking, insurance, investments, mortgage, and consumer
finance. The company operates through more than 5,800 stores, more than 6,200
automated teller machines, and other distribution channels across North America.

Global Energy Trust

Amerada Hess Corporation. Amerada Hess Corporation and its subsidiaries
explore for, produce, purchase, transport, and sell crude oil and natural gas.
The company also manufactures, purchases, transports, and markets refined
petroleum products. Amerada Hess' exploration and production activities are
located primarily in the United States, United Kingdom, Norway, and Gabon.

Apache Corporation. Apache Corporation explores for and produces natural gas,
crude oil, and natural gas liquids. The company has operations in North America,
Egypt, Western Australia, Poland, People's Republic of China, and Cote d'Ivoire.

Atlantic Richfield Company (ARCO). Atlantic Richfield Company (ARCO)
explores for, produces, refines, and markets crude oil, natural gas, and natural
gas liquids. The company conducts its worldwide oil and gas exploration and
production operations primarily in the United States, China, Indonesia, the
United Kingdom North Sea, Algeria, and Venezuela.

Baker Hughes Incorporated. Baker Hughes Incorporated supplies
reservoir-centered products, services, and systems to the worldwide oil and gas
industry. The company provides products and services for oil and gas
exploration, drilling, completion, and production. Baker also manufactures and
markets a variety of roller cutter bits and fixed cutter diamond bits.

BP Amoco Plc. BP Amoco Plc is an oil and petrochemicals company. The company
explores for and produces oil and natural gas; refines, markets, and supplies
petroleum products; and manufactures and markets chemicals. BP Amoco's chemicals
include acetic acid, acrylonitrile, ethylene and polyethylene. The company has
operations in more than 70 countries.

Burlington Resources Inc. Burlington Resources Inc., through its principal
subsidiaries, explores for, produces, and markets oil and gas. The company's
properties are primarily located in the United States. Burlington's operations
are conducted by five divisions located in New Mexico and Texas.

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

The Coastal Corporation. The Coastal Corporation, through its subsidiaries,
gathers, markets, processes, stores, and transmits gas, as well as refines,
markets, and distributes petroleum and chemicals. The company is also involved
in oil and gas exploration and production, coal mining, and power.

Conoco Inc. Conoco Inc. explores for, produces, and sells crude oil, natural
gas, and natural gas liquids. The company's downstream activities include
refining crude oil and other feedstocks into petroleum products; buying and
selling crude oil and refined products; and transporting, distributing, and
marketing petroleum products. Conoco operates in aproximately 40 countries
worldwide.

Diamond Offshore Drilling. Diamond Offshore Drilling, Inc. contract drills
offshore oil and gas wells. The company deep water drills using a fleet of
offshore rigs, consisting of semisubmersibles, jack-ups, and a drillship.
Diamond conducts operations throughout the world.

Elf Aquitaine SA. Elf Aquitaine SA explores for, refines and markets
petroleum. The company manufactures specialty, basic and fine chemicals,
polymers, plastic additives and metal plating. Elf produces pharmaceuticals,
diagnostic kits, perfumes and beauty products through its subsidiary Sanofi. The
company operates worldwide.

ENI. ENI is an integrated oil and gas company. The company explores,
develops, and produces oil and natural gas; supplies, transmits and distributes
natural gas; refines and markets oil and petroleum products; and produces and
sells petrochemicals. ENI also provides oilfield services contracting and
engineering.

ENSCO International Incorporated. ENSCO International Incorporated, an
international offshore contract drilling company, provides marine transportation
services in the Gulf of Mexico. The company serves the oil and gas industry.

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

Halliburton Company. Halliburton Company is a diversified energy services,
engineering, maintenance, and construction company. The company provides a broad
range of energy services and products, industrial and marine engineering, and
construction services.

Mobil Corporation. Mobil Corporation, through its subsidiaries, operates in
worldwide energy industries. Mobil manufactures and markets petrochemicals,
packaging films, and specialty chemical products. The company operates in more
than 140 countries.

Phillips Petroleum Company. Phillips Petroleum Company operates in four
business segments. The company explores for and produces petroleum worldwide;
gathers and processes natural gas; refines, markets, and transports petroleum
products; and manufactures and markets petrochemicals and plastics.

Repsol SA. Repsol SA, through subsidiaries, explores for, develops and
produces crude oil products and natural gas, transports petroleum products and
liquified petroleum gas (LPG) and refines petroleum. In addition, Repsol
produces a variety of petrochemicals and markets petroleum products, petroleum
derivatives, LPG and natural gas.

Rowan Companies, Inc. Rowan Companies, Inc. performs contract drilling of oil
and gas wells in the United States and internationally. The company also
provides aviation services, as well as operates a mini-steel mill, a heavy
equipment manufacturing plant, and a marine rig construction yard.

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

Schlumberger Limited. Schlumberger Limited provides oilfield services and
other services to various industries. The company offers seismic data
acquisition, drilling rigs, wireline logging, and other oilfield services.
Schlumberger also provides technology, products, services, and systems to the
semiconductor, banking, and other industries, as well as solutions to
electricity, gas, and water resource clients.

Texaco Inc. Texaco Inc. and its subsidiaries explore for, produce, transport,
refine and market crude oil, natural gas liquids, natural gas, and petroleum
products. The company owns, leases, or has interests in extensive production,
manufacturing, marketing, transportation, and other facilities throughout the
world.

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

Ultramar Diamond Shamrock Corporation. Ultramar Diamond Shamrock Corporation
refines and markets petroleum products. The company owns seven refineries in the
United States and Canada and has approximately 6,400 branded retail
gasoline/convenience merchandise stores that operate under the "Diamond
Shamrock," "Ultramar," "Beacon," and "Total" names. Ultramar also has
petrochemicals and home heating oil businesses.

Unocal Corporation. Unocal Corporation explores for and produces oil and gas
in Asia and the United States Gulf of Mexico. The company also produces
geothermal energy; provides electrical power; and manufactures and markets
nitrogen-based fertilizers, petroleum coke, graphites, and specialty minerals.

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

YPF Sociedad Anonima. YPF Sociedad Anonima is an integrated oil and gas
company which explores for, develops and produces oil and natural gas in South
America, the United States and Indonesia. The company also refines, markets,
transports and distributes oil and various other petroleum products, petroleum
derivatives, petrochemicals and liquid petroleum gas.

Internet Trust

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.

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.

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 broadband Internet
services over the cable television infrastructure to consumers. 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 co-axial
cables.

Aware, Inc. Aware, Inc. designs, develops, licenses, and markets digital
subscriber line technology. The company's technology enables high-speed Internet
access over existing telephone networks. Aware licenses its software to
semiconductor manufacturers and equipment manufacturers who sell integrated
circuits or equipment incorporating this technology.

Broadcom Corporation. Broadcom Corporation develops integrated silicon
solutions that enable broadband digital data transmission to the home and within
the business enterprise. The company's products enable the high-speed
transmission of data over existing communications infrastructures. Broadcom
provides integrated circuits for the cable set-top boxes, cable modems,
high-speed networking, and similar markets.

BroadVision, Inc. BroadVision, Inc. develops, markets, and supports fully
integrated application software solutions. The company's solutions manage
one-to-one relationships for the extended enterprise. BroadVision's software is
used by the financial services, retail, distribution, high technology,
telecommunications, and travel industries.

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.

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 "WinFrame" and "MetaFrame" product lines enable organizations to
deploy and manage "Windows" applications without regard to location, network
connection, or type of client hardware platform.

CMGI Inc. CMGI Inc. invests in, develops, and integrates advanced Internet,
interactive, and database management technologies. The company also provides
fulfillment services through its subsidiaries.

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.

DoubleClick Inc. DoubleClick Inc. provides Internet advertising solutions
for advertisers and web publishers. The company's "DoubleClick Network" provides
fully-outsourced ad sales, delivery, and related services to web site
publishers. DoubleClick's "DART Service" provides web publishers and advertisers
with the ability to control the delivery, measurement, and analysis of their
marketing campaigns.

eBay Inc. eBay Inc., is a person-to-person trading community on the
Internet. The company's service is used by buyers and sellers for the exchange
of personal items such as coins, collectibles, computers, memorabilia, stamps,
and toys. eBay is a fully automated, topically arranged 24-hour service on which
sellers can list items for sale and buyers can bid on the prices.

EMC Corporation. EMC Corporation designs manufactures, markets, and supports
hardware, software, and service products for the enterprise storage market. The
company's enterprise storage systems and software products are sold as
integrated storage solutions for customers utilizing a variety of computing
platforms, including "UNIX" and "Windows NT."

Exodus Communications, Inc. Exodus Communications, Inc. provides Internet
system and network management solutions for enterprises with mission-critical
Internet operations. The company manages its operations through Internet data
centers located throughout the United States and a server hosting facility in
England. Exodus also provides, through a subsidiary, network and system security
consulting services.

Gemstar International Group Limited. Gemstar International Group Limited.
Gemstar International Group Limited develops markets and licenses proprietary
technologies and systems that simplify and enhance the viewing and recording of
video and television programming. The company operates in North America, Europe
and Japan.

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.

Intel Corporation. Intel Corporation designs, manufactures, and sells
computer components and related products. The company's major products include
microprocessors, chipsets, embedded processors and microcontrollers, flash
memory products, graphics products, network and communications products, systems
management software, conferencing products, and digital imaging products.

InterVU Inc. InterVU Inc. provides Internet video delivery products. The
company's video and audio distribution services transmit entertainment, sports,
news, business to business, advertising, and distance learning content.
InterVU's streaming media services allow Internet users to view events, listen
to live radio broadcasts, watch and listen to specialized content, and more.

iVillage Inc. iVillage Inc. is an online women's network. The company
provides advertisers and merchants with targeted access to women using the Web.
iVillage's network of sites consist of topics such as family, health, work,
money, food, relationships, shopping, travel, pets, and astrology.

Knight/Trimark Group, Inc. Knight/Trimark Group, Inc. is a market maker in
NASDAQ securities, other over-the-counter equity securities, and equity
securities listed on the New York Stock Exchange and the American Stock
Exchange. The company markets approximately 6,700 equity securities.
Knight/Trimark operates through its Trimark Securities, Inc. and Knight
Securities, Inc. subsidiaries.

Lucent Technologies Inc. Lucent Technologies Inc. designs, develops, and
manufactures communications systems, software, and products. The company sells
public communications systems, as well as supplies systems and software
worldwide. Lucent's research and development activities are conducted through
Bell Laboratories.

MCI WorldCom, Inc. MCI WorldCom, Inc. provides consumers and businesses with
local, long distance, internet, data, and international communications services.
The company's telecommunications products and services include switched and
dedicated long distance and local products, dedicated and dial-up Internet
access, wireless services, 800 services, calling cards, private lines, and debit
cards.

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 and small business subscribers in United States.
The company's business services include web hosting; high-speed dedicated
Internet access, web page design, and domain name registration.

Network Solutions, Inc. Network Solutions, Inc. provides Internet domain name
registration services worldwide. The company acts as the registry and registrar
for second level domain names within the .com, .org, .net, and .edu top-level
domains. Network Solutions also provides consulting services that focus on
network engineering, network and systems security, and network management.

QLogic Corporation. QLogic Corporation designs and supplies semiconductor
and board-level input/output and enclosure management products. The company's
products provide interface connections between computer systems and their
attached data storage peripherals, such as hard disk drives, tape drives, and
subsystems. QLogic also provides enclosure management products that monitor and
communicate information.

Qwest Communications International Inc. Qwest Communications International
Inc. provides communications services to business customers, governmental
agencies, and consumers. The company also constructs and installs fiber optic
systems for other communications providers, as well as for its own use. Qwest's
communications services include Internet and multimedia services, as well as
traditional voice communications services.

Sapient Corporation. Sapient Corporation provides integrated management
consulting services, Internet commerce solutions, and systems implementation
services. The company's services include design and development of Internet
commerce solutions, implementation and integration of packaged software
solutions, design and development of custom software solutions, and production
support.

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 located around the
world.

TeleBanc Financial Corporation. TeleBanc Financial Corporation is the parent
company of TeleBank and TeleBanc Capital Markets. TeleBank provides financial
products and services to customers in the US through the Internet, telephones,
automated teller machines, facsimile, and mail. TeleBanc Capital is a registered
investment advisor, funds manager, and broker-dealer specializing in
single-family mortgage acquisition.

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.

VeriSign, Inc. VeriSign, Inc. provides Internet-based trust services needed
by websites, enterprises, and individuals to conduct secure electronic commerce
and communications over the Internet, Intranets, and extranets. The company
markets its services worldwide through the Internet, direct sales, telesales,
value-added resellers, systems integrators, and affiliates.

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 marketed to original equipment
manufacturers and end-user customers through resellers, value added resellers,
hardware distributors, and systems integrators.

Verity, Inc. Verity, Inc. develops markets and surrports knowledge retrieval
software products for application developers, corporate Intranet users and
e-commerce sites. The company's product manages text-based information residing
on their networks, making corporate content reusable across intranets, the
Internet and CD-ROM.

Vignette Corporation. Vignette Corporation provides Internet relationship
management software products and services. The company's solutions enable mid-
to large-sized enterprises to develop and manage online customer relationships
for the purpose of increasing their web-based revenues and market share.
Vignette licenses its "StoryServer" software platform to clients worldwide in a
variety of industries.

Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation
designs, develops, manufactures, and markets digital high-bandwidth
communications and automatic test equipment (ATE) integrated circuits. The
company's products address the needs of telecommunications, data communications,
and ATE equipment manufacturers who demand a combination of high-speed,
high-complexity, and low-power dissipation.

Yahoo! Inc. Yahoo! Inc., a global Internet media company, offers an online
guide to web navigation, aggregated information content, communication services,
and commerce. The company's site includes a hierarchical, subject-based
directory of web sites, which enables users to locate and access desired
information and services through hypertext links included in the directory.

Ziff-Davis Inc. - ZDNet. Ziff-Davis Inc. - ZDNet provides technology-related
information to Internet users worldwide. The company focuses on content,
community, and commerce. ZDNet creates up-to-date content divided into channels
that focus on specific topics or audience groups.

Morgan Stanley High-Technology 35 IndexSM Trust

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.

Amazon.com, Inc. Amazon.com, Inc., an online retailer, sells books, music,
videotapes, audio-tapes, 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.

Applied Materials, Inc. Applied Materials, Inc. develops, manufactures,
markets, and services semi- conductor wafer fabrication equipment and related
spare parts for the worldwide semiconductor industry. The company's customers
include semiconductor wafer manufacturers and semiconductor integrated circuit
manufacturers.

Ascend Communications, Inc. Ascend Communications, Inc. develops,
manufactures, and sells wide area networking solutions for telecommunications
carriers, Internet service providers, and corporate customers worldwide. The
company's products support existing digital and analog networks.

Automatic Data Processing, Inc. Automatic Data Processing, Inc. provides
computerized transaction processing, data communications, software, and
information services. The company also provides payroll services and human
resource information systems, as well as offers securities transaction
processing and investor communications services.

Compaq Computer Corporation. Compaq Computer Corporation supplies desktop
and portable personal computers. The company designs, develops, and manufactures
personal computers, workstations, communications products, tower personal
computer servers, and peripheral products that store and manage data in network
environments. Compaq markets its products primarily to business, home,
government, and education customers.

Computer Associates International, Inc. Computer Associates International,
Inc. designs, develops, markets, licenses, and supports standardized computer
software products. The company's products are used with a variety of desktop,
midrange, and mainframe computers. Computer Associates offers over 500
enterprise systems management, information management, and business applications
solutions to a variety of organizations.

Computer Sciences Corporation. Computer Sciences Corporation, a computer
services company, designs, engineers, develops, integrates, installs, and
operates computer-based systems and communications systems. The company provides
clients with a variety of professional services, including management
consulting, information systems consulting and integration, and operations
support.

Electronic Arts Inc. Electronic Arts Inc. develops, publishes, and
distributes software worldwide for personal computers and advanced entertainment
systems such as "PlayStation." The company markets its products under the
"Electronic Arts," "EA SPORTS," "Maxis," "Origin Systems," "Bullfrog," and
"Jane's" names. Electronic Arts operates in more than 75 countries and North
America.

Electronic Data Systems Corporation. Electronic Data Systems Corporation
offers systems and technology services, business process management, management
consulting, and electronic business. The company's services include the
management of computers, networks, information systems, information processing
facilities, business operations, and related personnel.

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.

First Data Corporation. First Data Corporation provides payment systems,
electronic commerce, and information management services. The company's products
and services process the information that allows customers to pay for goods and
services with credit and debit cards, checks, or wire money at point of sale or
over the Internet.

Hewlett-Packard Company. Hewlett-Packard Company designs, manufactures, and
services products and systems for measurement, computation, and communications.
The company's products include computers, calculators, workstations, printers,
disc and tape drives, and medical diagnostic and monitoring devices.
Hewlett-Packard sells its products around the world.

Intel Corporation. Intel Corporation designs, manufactures, and sells
computer components and related products. The company's major products include
conferencing products, microprocessors, flash memory products, chipsets,
graphics products, embedded processors and micro-controllers, network and
communications products, and digital imaging products. Intel sells its products
worldwide.

International Business Machines Corporation. International Business Machines
Corporation develops, manufactures, and sells information-processing products.
The company's products include computers and microelectronic technology,
software, networking systems, and information technology-related services.
International Business Machines operates around the world.

Intuit Inc. Intuit Inc. develops and markets software products and related
services. The company provides software units that allow households and small
businesses to automate financial tasks, including accounting and personal
finances. Intuit also offers supplies, checks and invoices, and financial
services. The company sells its products 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.

Micron Technology, Inc. Micron Technology, Inc., through its subsidiaries,
manufactures and markets semiconductor memory and enhancement products for
workstations and personal computers. The company's products include dynamic
random access memory chips (DRAMS), static rams, board-level products and
personal computer systems.
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.

Motorola, Inc. Motorola, Inc. provides wireless communications,
semiconductors and advanced electronic systems, components and services. The
company's equipment businesses include cellular telephone, two-way radio, paging
and data communications, personal communications, automotive, defense and space
electronics and computers.

Northern Telecom Limited (Nortel). Northern Telecom Limited (Nortel) builds
and supports unified, global, high-capacity public and private data networks.
The Company's systems employ telephony, Internet protocol technology, and
wireline and wireless networking. Nortel operates worldwide.

Oracle Corporation. Oracle Corporation supplies software for information
management. The company offers its database, tools, and application products,
along with related consulting, education, and support services in more than 145
countries around the world.

Parametric Technology Corporation. Parametric Technology Corporation
develops, markets, and supports integrated product development and process
lifecycle management solutions. The company's software solutions are use
worldwide.

PeopleSoft, Inc. PeopleSoft, Inc.designs, develops, markets, and supports
client/server application software products for use throughout large and medium
sized organizations. The company's software is developed using "PeopleTools," an
application development toolset. PeopleSoft's products are used in the finance,
accounting, and administration industries.

Seagate Technology, Inc. Seagate Technology, Inc. designs, manufactures, and
markets products for stor- age, retrieval, and management of data on computer
and data communications systems. The company's products include disc drives and
disc drive components, tape drives, and software. Seagate sells its products to
original equipment manufacturers, distributors, resellers, dealers, system
integrators, and retailers.

Solectron Corporation. Solectron Corporation provides integrated solutions
that span the entire product life cycle for electronics original equipment
manufacturers located worldwide. The company provides pre-production planning
and design, manufacturing, distribution, and end-of-life product service and
support. Solectron has associates in 21 manufacturing facilities worldwide.

STMicroelectronics N.V. STMicroelectronics N.V. designs, develops,
manufactures, and markets semicon- ductor integrated circuits and discrete
devices. The company's products are used in the telecommunications, consumer,
automotive, computer, and industrial sectors. Customers are located in North
America, Europe, Asia/Pacific, and Japan.

Tellabs, Inc. Tellabs, Inc. designs, manufactures, markets, and services
voice, data, and video transport and network access systems. The company's
products are used worldwide by public telephone companies, long-distance
carriers, alternate service providers, cellular service providers, cable
operators, government agencies, utilities, and business end-users.

Texas Instruments Incorporated. Texas Instruments Incorporated provides
semiconductor products worldwide, and designs and supplies digital signal
processing solutions. The company's products also include calculators, controls
and sensors, metallurgical materials, and digital light processing technologies.
Texas Instruments has manufacturing or sales operations in more than 25
countries.

Xilinx, Inc. Xilinx, Inc. designs, develops, and markets complete
programmable logic solutions. The company's solutions include advanced
integrated circuits, software design tools, predefined system functions
delivered as cores of logic, and field engineering support. Xilinx sells its
products through several channels of distribution to customers in the United
States and overseas.

Yahoo! Inc. Yahoo! Inc. is a global Internet media company that offers a
branded network of comprehensive information, communication, and online shopping
services to users on a daily basis. The company's global web network includes 15
world properties.

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 150:
We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 150 as of April 20, 1999.
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 150 as of April 20, 1999, in conformity with generally accepted
accounting principles.

GRANT THORNTON LLP
Chicago, Illinois
April 20, 1999

<TABLE>
<CAPTION>
STATEMENTS OF CONDITION
As of April 20, 1999

Global High-Tech
Banking Energy Internet 35 Index
Trust Trust Trust Trust
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to purchase Securities (1) $ 147,026 $ 145,650 $ 130,188 $ 139,928
--------------- --------------- --------------- --------------
Total $ 147,026 $ 145,650 $ 130,188 $ 139,928
=============== =============== =============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 614 $ 343 $ 75 $ 91
Deferred sales charge liability (3) 3,341 3,310 2,959 3,180
Interest of Unitholders--
Cost to investors (4) 148,510 147,120 131,500 141,340
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 5,439 5,123 4,346 4,683
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 143,071 141,997 127,154 136,657
--------------- --------------- --------------- --------------
Total $ 147,026 $ 145,650 $ 130,188 $ 139,928
=============== =============== =============== ==============

(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.
</TABLE>

<PAGE>
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 (except that for the first 90 days
these deposits will be in amounts which maintain, as nearly as practicable, the
original proportionate relationship among each Security for the Banking Trust).
Investors may experience a dilution of their investments and a reduction in
their anticipated income because of fluctuations in the prices of the Securities
between the time of the deposit and the purchase of the Securities and because
the Trusts will pay the associated brokerage or acquisition fees.
Each Unit of a Trust initially offered represents an undivided interest in
that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in that Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor, or until the termination of the Trust Agreement.
Each Trust consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Trust, (b) any additional Securities acquired and
held by the Trust pursuant to the provisions of the Trust Agreement and (c) any
cash held in the related Income and Capital Accounts. Neither the Sponsor nor
the Trustee shall be liable in any way for any failure in any of the Securities.

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

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 may 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.
Banking Issuers. The Banking Trust primarily invests in banks, thrifts and
their holding companies. These issuers face risks related to general economic
conditions, volatile interest rates, economic recession, competition from other
financial services companies, government regulation and portfolio concentrations
in geographic markets and in commercial and residential real estate loans.
Changes in interest rates can significantly impact the operating results of
financial institutions. Increased interest rates may increase a bank's interest
income but may also increase the interest the bank pays on depository accounts
and may lead to a decreased demand for loans.
Lower interest rates may lead to increased prepayments on loans.
If a loan is paid off early, the lending bank is subject to reinvestment risk to
the extent that it is unable to reinvest the prepayments at rates which are
comparable to the rates on the prepaid loans. Economic conditions in real estate
markets can also significantly impact banks because they often invest
substantial assets in loans secured by real estate.
Federal and state laws regulate financial institutions extensively. Any
increase or change in regulations could adversely affect banks and thrifts. In
recent years, however, federal legislation has reduced certain barriers to
interstate banking and branching by financial institutions. In addition, the
Federal Reserve Board has liberalized regulations that limit the ability of
nonbank subsidiaries of banks to engage in securities-related businesses. This
and any future liberalization of banking regulations could result in increased
competition which could negatively impact some companies. Banks also face
significant competition from other financial companies that offer a broader
array of products such as securities and brokerage companies, credit unions,
mortgage banking companies and insurance companies.
Energy Issuers. The Global Energy Trust invests in energy companies. Energy
companies face risks related to political conditions in oil producing regions
(such as the Middle East), the actions of the Organization of Petroleum
Exporting Countries (OPEC), the price and worldwide supply of oil and natural
gas, the price and availability of alternative fuels, the ability to find and
acquire oil and gas reserves that are economically recoverable, operating
hazards, government regulation and the level of consumer demand. Political
conditions of some oil producing regions have been unstable in the past.
Political instability or war in these regions could have a negative impact on
your investment. Oil and natural gas prices can be extremely volatile. OPEC
controls a substantial portion of world oil production. OPEC may take actions to
increase or suppress the price or availability of oil. Various domestic and
foreign government authorities and international cartels also impact these
prices. Any substantial decline in these prices could have an adverse effect on
energy companies. Energy companies depend on their ability to find and acquire
additional energy reserves. The exploration and recovery process involves
significant operating hazards and can be very costly. A company has no assurance
that it will find reserves or that any reserves will be economically
recoverable. The industry also faces substantial government regulation,
including environmental regulation. These regulations have increased costs and
limited production and usage of certain fuels. All of these factors could
adversely impact your investment.
Technology Issuers. The Internet Trust and the Morgan Stanley High-Technology
35 Indexsm Trust invest 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. Technology stocks tend to experience
substantial 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.
No FDIC Guarantee. An investment in your Trust is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
Year 2000 Readiness Disclosure. These two paragraphs constitute "Year 2000
Readiness Disclosure" within the meaning of the Year 2000 Information and
Readiness Disclosure Act of 1998. If computer systems used by the Sponsor,
Evaluator, Supervisor, Trustee or other service providers to the Trusts do not
properly process date-related information after December 31, 1999, the resulting
difficulties could adversely impact the Trusts. 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 may 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 the Securities.
In addition, computer failures throughout the financial services industry
beginning January 1, 2000 could have a detrimental effect on the markets for the
Securities. Improperly functioning trading systems may result in settlement
problems and liquidity issues. Moreover, corporate and governmental data
processing errors may adversely affect issuers and overall economic
uncertainties. Remediation costs will affect the earnings of individual issuers.
These costs could be substantial. Issuers may report these costs inconsistently
in U.S. and foreign financial markets. All of these issues could adversely
affect the Securities and the Trusts.

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

General. Units are offered at the Public Offering Price which includes the
underlying value of the Securities, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The "Fee Table" describes the sales charges
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. A portion of the Public Offering Price includes an
amount of Securities to pay for all or a portion of the costs incurred in
establishing your Trust, 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 April 20, 2000, 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. If you purchase Units on
more than one day to achieve the discounts described in this paragraph, the
discount allowed on any single day will apply only to Units purchased on that
day (a retroactive discount is not given on all prior purchases).
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.
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 the Van Kampen Funds Inc. and its affiliates,
dealers and their affiliates and vendors providing services to the Sponsor may
purchase Units at the Public Offering Price less the applicable dealer
concession.
The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, in connection with fully disclosed transactions
with the Sponsor, the minimum purchase requirement will be that number of Units
set forth in the contract between the Sponsor and the related broker or agent.
Offering Price. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Trusts. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Trust business day. Orders received by the Trustee or Sponsor for purchases,
sales or redemptions after that time, or on a day which is not a business day,
will be held until the next determination of price. The term "business day", as
used herein and under "Rights of Unitholders--Redemption of Units", excludes
Saturdays, Sundays and holidays observed by the New York Stock Exchange.
The 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 Concession
Dollar Amount or Agency
of Units 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 single Trust will receive
additional compensation of $.005 per Unit of such Trust; any firm that
distributes 1,000,000 - 1,999,999 Units will receive additional compensation of
$.01 per Unit of such Trust; any firm that distributes 2,000,000 - 2,999,999
Units will receive additional compensation of $.015 per Unit of such Trust; any
firm that distributes 3,000,000 - 3,999,999 Units will receive additional
compensation of $.02 per Unit of such Trust. 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
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Distributions. Dividends and any net proceeds from the sale of Securities
received by a Trust will generally 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, if available. Brokers and dealers can
use the Dividend Reinvestment Service through Depository Trust Company or
purchase the Automatic Reinvestment Option CUSIP, if available. 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.
When your Trust sells Securities, 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 it
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. 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, 1998, the total stockholders' equity of Van Kampen
Funds Inc. was $135,236,000 (audited). The Information Supplement contains
additional information about the Sponsor.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. See "Additional Information".
Performance Information. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Trusts and
returns over specified time periods on other similar Van Kampen trusts (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 your
Trust. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment within the meaning of Section
1221 of the Internal Revenue Code of 1986 (the "Code")). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Security in the Trust is equity for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Security asset when such income is considered to be received
by the Trust.
2. 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 a 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 Equity Security shall generally be
treated as capital gain. In general, the holding period for such capital gain
will be determined by the period of time a Unitholder has held his Units.
3. 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 Unitholder will be considered to have
received all of the dividends paid on his pro rata portion of each Security when
such dividends are received by the Trust regardless of whether such dividends
are used to pay a portion of a deferred sales charge. Unitholders will be taxed
in this manner regardless of whether distributions from the Trust are actually
received by the Unitholder or are automatically reinvested. 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. 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 a 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
purposes of 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 Tax Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as constructive
sales for purposes of recognition of gain (but not 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. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of such Security held by the Trust, such Unitholder will
generally recognize gain or loss based upon the difference between the amount of
cash received by the Unitholder and his tax basis in such fractional share of a
Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an in
kind distribution will have to analyze the tax consequences with respect to each
Security owned by the Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by the Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.
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 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 Tax Act imposes a required holding period for such credits. Investors
should consult their tax advisers with respect to foreign withholding taxes and
foreign tax credits.
At the termination of the Trust, the Trustee will furnish to each Unitholder
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,
(i) any offering costs incurred after the end of the initial offering period and
(j) expenditures incurred in contacting Unitholders upon termination of a Trust.
Each Trust may pay the expenses of updating its registration statement each
year. Unit investment trust sponsors have historically paid these expenses.
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 generally 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
- --------------------------------------------------------------------------------
Title Page
----- ----
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Banking Trust............................... 4
Global Energy Trust......................... 6
Internet Trust.............................. 8
Morgan Stanley High-Technology
35 Indexsm Trust......................... 10
Notes to Portfolios......................... 12
The Securities.............................. 13
Report of Independent Certified
Public Accountants....................... 26
Statements of Condition .................... 27
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-15
Other Matters............................... A-16
Additional Information...................... A-16

EMSPRO150

PROSPECTUS

- --------------------------------------------------------------------------------
April 20, 1999

Van Kampen
Focus Portfolios(SM)
A Division of Van Kampen Funds Inc.

Banking Trust, Series 6

Global Energy Trust,
Series 9

Internet Trust, Series 14

Morgan Stanley High-
Technology 35 Indexsm
Trust, Series 6

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.
<PAGE>
Van Kampen
Information Supplement

Van Kampen Focus Portfolios, Series 150

- --------------------------------------------------------------------------------
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 8
Trustee Information 9
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.
Energy Industry. The Global Energy Trust is concentrated in issuers within
the energy industry. A portfolio concentrated in a single industry may present
more risk than a portfolio of more broadly diversified investments. The Trust,
and therefore Unitholders, may be particularly susceptible to a negative impact
resulting from adverse market conditions or other factors affecting issuers in
the energy industry because any negative impact on the energy industry will not
be diversified among issuers within other unrelated industries. Accordingly, an
investment in Units should be made with an understanding of the risks inherent
in the energy industry.
These factors include political conditions in oil producing regions,
including the Middle East, the actions of the Organization of Petroleum
Exporting Countries (OPEC), the domestic and foreign supply of oil and gas, the
level of consumer demand, weather conditions, the price and availability of
alternative fuels and overall economic conditions. In addition, various factors,
including the capacity and availability of oil and gas gathering systems and
pipelines, changes in supply due to drilling by other producers and changes in
demand, may have an adverse impact on the issuers of Securities. An issuer's
revenues, profitability and liquidity are substantially dependent upon
prevailing prices for oil and natural gas which can be extremely volatile and in
past years have been depressed by excess total domestic and imported supplies.
There can be no assurance that current price levels can be sustained. Prices
also are affected by actions of state and local agencies, the United States and
foreign governments, and international cartels. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on the financial condition and results of operations of the issuers of
the Securities, including reduced cash flow and borrowing capacity. If market
factors were to change dramatically, the financial impact on an issuer could be
substantial. The nature of the oil and gas business also involves a variety of
risks, including the risks of operating hazards such as fires, explosions,
cratering, blow-outs, and encountering formations with abnormal pressures, the
occurrence of any of which could have a material adverse impact on the issuers
of the Securities. Companies generally maintain insurance against some, but not
all, of these risks. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on a issuer's financial
position. In addition, the issuers may engage in oil and gas hedging activities
to help reduce exposure to the volatility of oil and gas prices by hedging a
portion of its production. These hedging arrangements may have an adverse impact
on the financial condition of the issuers under certain circumstances and may
limit potential gains by an issuer if the market prices for oil and gas were to
rise substantially over the price established by the hedge.
The future performance of oil and gas issuers is dependent upon the ability
to find or acquire additional oil and gas reserves that are economically
recoverable. Unless an issuer successfully replaces the reserves that it
produces, reserves will decline, resulting eventually in a decrease in oil and
gas production and lower revenues and cash flow from operations. There can be no
assurance that any issuer will be able to acquire, at acceptable costs,
producing oil and gas properties that contain economically recoverable reserves
or that it will make such acquisitions at acceptable prices. In addition,
exploitation, development and exploration involve numerous risks, including
depositional or trapping uncertainties or other conditions that may result in
dry holes, the failure to produce oil and gas in commercial quantities and the
inability to fully produce discovered reserves.
The production and sale of oil and gas are subject to a variety of federal,
state, local and foreign government regulations, including regulations
concerning the prevention of waste, the discharge of materials in the
environment, the conservation of oil and natural gas, pollution, permits for
drilling operations, drilling bonds, reports concerning operations, the spacing
of wells, the unitization and pooling of properties, and various other matters.
Such laws and regulations have increased the costs of planning designing,
drilling, installing, operating and abandoning oil and gas facilities. Many
jurisdictions have imposed limitations on the production of oil and gas by
restricting the rate of flow for oil and gas wells below their actual capacity
to produce. During recent years there has been significant discussion by
legislators concerning a variety of energy tax proposals. May states have raised
state taxes on energy sources and additional increases may occur. There can be
no assurance that significant costs for compliance will not be incurred by any
issuer in the future.
International investments may represent a significant portion of an issuer's
total assets or reserves. Foreign properties, operations or investments may be
adversely affected by local political and economic developments, exchange
controls, currency fluctuations, royalty and tax increases, retroactive tax
claims, expropriation, import and export regulations and other foreign laws or
policies as well as by laws and policies of the United States affecting foreign
trade, taxation and investment. In addition, in the event of a dispute arising
from foreign operations, an issuer may be subject to the exclusive jurisdiction
of foreign courts or may not be successful in subjecting foreign person to the
jurisdiction of the courts in the United States.
Banking Issuers. The Banking Trust is concentrated in securities issued by
companies in the banking industry. In view of this, an investment in Units
should be made with an understanding of the problems and risks inherent in the
banking industry in general. Banking institutions are especially subject to the
adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Economic conditions in the real estate markets can have a significant effect
upon banking institutions because they generally have a substantial percentage
of their assets invested in loans secured by real estate. Banking institutions
are subject to extensive federal regulation and, when such institutions are
state-chartered, to state regulation as well. Regulatory actions, such as
increases in minimum capital requirements applicable to commercial banks to the
FDIC, can negatively impact earning and the ability of an institution to pay
dividends. Furthermore, neither federal insurance or deposits nor governmental
regulation, however, ensures the solvency or profitability of banking
institutions, or insures against any risk of investment in the securities issued
by such institutions.
Financial institutions and their holding companies are extensively regulated
under federal and state laws. As a result, the business, financial condition and
prospects of banks can be materially affected not only by management decisions
and general economic conditions, but also by applicable statutes and regulations
and other regulatory pronouncements and policies promulgated by regulatory
agencies with jurisdiction over the banks, such as the Board of Governors of the
Federal Reserve System ("FRB"), the Office of the Comptroller of the Currency
("OCC"), the Office of Thrift Supervision ("OTS"), the Federal Deposit Insurance
Corporation ("FDIC") and the state banking regulators. The effect of such
statutes, regulations, and other pronouncements and policies can be significant,
cannot be predicted with a high degree of certainty and can change over time.
Furthermore, such statutes, regulations, and other pronouncements and policies
are intended to protect depositors and the FDIC's deposit insurance funds, not
to protect stockholders. Bank holding companies as well as their subsidiary
banks are subject to enforcement actions by their regulators for regulatory
violations. In addition to compliance with statutory and regulatory limitations
and requirements concerning financial and operating matters, regulated financial
institutions must file periodic and other reports and information with their
regulators and are subject to examination by each of their regulators.
The statutory requirements applicable to and regulatory supervision of
banking holding companies and their subsidiary banks have increased
significantly and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act ("FIRREA"), enacted in August 1989, the Federal
Deposit Insurance Corporations Improvement Act of 1991 ("FDICA"), enacted in
December 1991, and the regulations promulgated under FIRREA and FDICIA. The
impact of regulations promulgated pursuant to FDICIA on the business and
financial condition and prospects of banks cannot be predicted with certainty.
Banks currently face significant competition from other financial institutions
such as mutual funds, securities and brokerage companies, credit unions,
mortgage banking corporations and insurance companies, and increased competition
may result from broadening national interstate banking powers and liberalization
of certain restrictions on the activities of nonbank subsidiaries of banks. Many
of these competitors are much larger in total assets and capitalization, have
greater access to capital markets and offer a broader array of financial
services than the issuers of the Securities. There can be no assurance that such
issuers will be able to compete effectively in their markets, and the results of
operations could be adversely affected if circumstances affecting the nature or
level of competition change.
Federal legislation has become effective in recent years which serves to
lessen or remove certain legal barriers to interstate banking and branching by
financial institutions. The legislation may result in an increase in the
nationwide consolidation activity occurring among financial institutions by
facilitating interstate bank operations and acquisitions. The legislation does,
however, allow states to "opt out" of interstate branching and certain states
have opted out of the legislation. The effects of changes in interstate banking
cannot be predicted, however, it is likely that there will be increased
competition within the regional banking industry which could have an adverse
impact on certain issuers. In addition, the Federal Reserve Board has approved
applications by bank holding companies to engage, through nonbank subsidiaries,
in certain securities-related activities, provided that the subsidiaries would
not be "principally engaged" in such activities for purposes of Section 20 of
the Glass-Steagall Act. In certain situations, holding companies may be able to
use such subsidiaries to underwrite and deal in corporate debt and equity
securities. The Federal Reserve Board has recently liberalized the standards
used in determining whether a subsidiary is principally engaged in such
activities. From time to time bills have been introduced in Congress that would
remove many of the Glass-Steagall Act restraints. This and any future
liberalization of Glass-Steagall could result in increased competition which
could be have an adverse impact on certain issuers. The Sponsor makes no
prediction as to what, if any, additional bank regulatory reform might be
adopted or what ultimately effect such reform might have on the Banking Trust's
portfolio.
Technology Issuers. The Internet Trust and the Technology Trust are
concentrated in issuers within the technology industry. A portfolio concentrated
in a single industry may present more risk than a portfolio broadly diversified
over several industries. The Internet Trust and the Technology Trust, and
therefore Unitholders, may be particularly susceptible to a negative impact
resulting from adverse market conditions or other factors affecting technology
issuers because any negative impact on the technology industry will not be
diversified among issuers within other unrelated industries. Accordingly, an
investment in Units should be made with an understanding of the characteristics
of the technology industry and the risks which such an investment may entail.
Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment, computer
networks, communications systems, telecommunications products, electronic
products, and other related products, systems and services. The market for
technology products and services, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of the issuers of the Securities depends
in substantial part on the timely and successful introduction of new products.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond timely to compete in the rapidly developing marketplace.
The market for certain technology products and services may have only
recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered equity securities to the
public. Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is important
to note that following its initial public offering a security is likely to
experience substantial stock price volatility and speculative trading.
Accordingly, there can be no assurance that upon redemption of Units or
termination of a Trust a Unitholder will receive an amount greater than or equal
to the Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the ability of a
Unitholder to redeem units, or roll over Units into a new trust, at a price
equal to or greater than the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
and interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies are incorporated into
other related products, certain companies are often highly dependent on the
performance of other computer, electronics and communications companies. There
can be no assurance that these customers will place additional orders, or that
an issuer of Securities will obtain orders of similar magnitude as past orders
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.

THE TRUSTS
In seeking the Trusts' objectives, the Sponsor considered the ability of
the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.
Investors should note that the above criteria were applied to the
Securities for inclusion in the Trusts as of the Initial Date of Deposit. Should
a Security no longer meet the criteria used for selection for a Trust, such
Security will not as a result thereof be removed from a Trust portfolio.
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
Global Energy Trust seeks 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).
The Internet Trust and the Morgan Stanley High-Technology 35 Index Trust may
offer growth potential based on the following factors. Some expect the internet
audience to increase from 100 million by the end of 1998 to 320 million by 2002.
The percentage of World Wide Web users making purchases online may grow from 26%
in 1997 to 40% in 2002. Some expect World Wide Web commerce to increase from
$2.6 billion in 1996 to $400 billion by 2002.
The Morgan Stanley High-Technology 35 Indexsm ("Tech-35 Index") is the
exclusive property of Morgan Stanley and is a service mark of Morgan Stanley and
has been licensed for use by the Trust and Van Kampen Funds Inc.
This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of the
Tech-35 Index to track general stock market performance. Morgan Stanley is the
licensor of certain trademarks, service marks and trade names of Morgan Stanley
and of the Tech-35 Index which is determined, composed and calculated by Morgan
Stanley without regard to the issuer of this fund or this fund. Morgan Stanley
has no obligation to take the needs of the issuer of this fund or the owners of
this fund into consideration in determining, composing or calculating the
Tech-35 Index. Morgan Stanley is not responsible for and has not participated in
the determination of or the timing of, prices at, or quantities of this fund to
be issued or in the determination or calculation of the equation by which Units
of this fund is redeemable for cash. Morgan Stanley has no obligation or
liability to owners of this fund in connection with the administration,
marketing or trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES. 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, 1998, the total stockholders' equity of Van Kampen
Funds Inc. was $135,236,000 (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 March 31, 1998, the Sponsor and its Van Kampen affiliates managed or
supervised approximately $75 billion of investment products. The Sponsor and its
Van Kampen affiliates managed $64 billion of assets, consisting of $36.6 billion
for 50 open-end mutual funds, $19.5 billion for 39 closed-end funds and $8.2
billion for 106 institutional accounts. The Sponsor has also deposited more than
3,200 unit trusts amounting to approximately $35.4 billion of assets. 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 or evaluation services at cost for approximately $13.4
billion of unit investment trust assets outstanding. Since 1976, the Sponsor has
serviced over two million investor accounts, opened through retail distribution
firms.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.

TRUSTEE 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 prior business day 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.
<PAGE>
CONTENTS OF REGISTRATION

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.

<PAGE>

SIGNATURES

The Registrant, Van Kampen Focus Portfolios, Series 150, 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 150 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 20th day of April 1999.

Van Kampen Focus Portfolios, Series 150
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 April 20, 1999
by the following persons who constitute a majority of the Board of Directors of
Van Kampen Funds Inc.

SIGNATURE TITLE

Richard F. Powers III Chairman and Chief Executive )
Officer )

John H. Zimmerman III President and Chief Operating )
Officer )

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

A. Thomas Smith III Executive Vice President, )
General Counsel and Secretary )

Michael H. Santo Executive Vice President )

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 Focus Portfolios,
Series 136 (File No. 333-70897) and the same are hereby incorporated herein by
this reference.

EXHIBIT 1.1

VAN KAMPEN FOCUS PORTFOLIOS
SERIES 150
TRUST AGREEMENT

Dated: April 20, 1999

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 TrustAgreement.

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 6.01(e) is hereby replace 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 the 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
investment (including foreign currencies) for which the primary market
is outside the United States, and such case 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 it 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 3.15 of the Standard Terms and Conditions of Trust is hereb
replaced in its entirety by the following:

Section 3.15. Deferred Sales Charge. If the Prospectus related to
the Trust specifies a deferred sale charge, the Trustee shall, on each
Deferred Sales Charge Payment Date and as permitted by such Prospectus,
withdraw from the Capital Account an amount per Unit equal to the Deferred
Sales Charge Payment and credit such amount to a special non-Trust account
maintained at the Trustee out of which the deferred sales charge will be
distributed to the Depositor. If the balance in the Capital Account is
insufficient to make any such withdrawal, the Trustee shall, as directed
by the Depositor, either advance funds in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such advance upon the
deposit of additional moneys in the Capital Account, sell Securities and
credit the proceeds thereof to such special Depositor's account or credit
(if permitted by law) Securities in kind to such special Depositor's
Account. If a Unitholder redeems Units prior to full payment of the
deferred sales charge, the Trustee shall, if so provided in the related
Prospectus, on the Redemption Date, withhold from the Redemption Price
payable to such Unitholder an amount equal to the unpaid portion of the
deferred sales charge and distribute such amount to such special
Depositor's Account. The Depositor may at any time instruct the Trustee in
writing to distribute to the Depositor cash or Securities previously
credited to the special Depositor's account. Amounts to be credited to the
special Depositor's account with respect to each Deferred Sales Charge
Payment are due and payable to the Depositor on the related Deferred Sales
Charge Payment Date.

With respect to Internet Trust, Series 14, the term "Deferred
Sales Charge Payment Dates" shall mean August 20, 1999 and the 20th day of
each month thereafter through March 19, 2000. With respect to all other
Trusts, the term "Deferred Sales Charge Payment Dates" shall mean
September 17, 1999 and the 17th day of each month thereafter through April
17, 2000. If any Deferred Sales Charge Payment Date is not a Business Day,
that Deferred Sales Charge Payment Date shall be deemed to be the next
business day. The term "Deferred Sales Charge Payment" shall mean a
fraction of the total maximum deferred sales charge specified in the
Prospectus, the numerator of which is one and the denominator of which is
equal to the total number of Deferred Sales Charge Payment Dates.

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

VAN KAMPEN FOCUS PORTFOLIOS, SERIES 150

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

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

April 20, 1999

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

Re: Van Kampen Focus Portfolios, Series 150
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 150 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated April 20, 1999, 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., Inc. 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 filiwng of this opinion as an exhibit to the
Registration Statement (File No. 333-74885) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

April 20, 1999

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 150
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 150 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated April 20, 1999 (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 four separate unit investment trusts, Global Energy Trust, Series
9, Banking Trust, Series 6 and Morgan Stanley High-Technology 35 Index Trust,
Series 6 and Internet Trust, Series 14 (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

EXHIBIT 3.3

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

April 20, 1999

Van Kampen Focus Portfolios, Series 150
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 150 (the "Fund") consisting of Banking Trust, Series 6, Internet Trust,
Series 14, Global Energy Trust, Series 9 and Morgan Stanley High-Technology 35
Index Trust, Series 6 (individually a "Trust" and, in the aggregate, the
"Trusts") for purposes of determining the applicability of certain New York
taxes under the circumstances hereinafter described.

The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen Funds Inc. (the
"Depositor"), Van Kampen Investment Advisory Corp., 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 333-74885), 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 Trust. 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 income of
the Unit holders under the income tax laws of the State and City of New
York.

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

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

Very truly yours,

WINSTON & STRAWN

EXHIBIT 4.1

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

April 19, 1999

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

Re:Van Kampen Focus Portfolios
Global Energy Trust, Series 9,
Banking Trust, Series 6,
Morgan Stanley High-Technology 35 Index Trust, Series 6
Internet Trust, Series 14
(A Unit Investment Trust) Registered Under the Securities Act of 1933,
File No. 333-74885

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 April 20, 1999 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 150 as of April 20, 1999 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
April 20, 1999