VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 135, 497, 1999-02-10

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 135
497, 1999-02-10

Previous: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 148, S-6, 1999-02-10

Next: WALL TERENCE D, SC 13G/A, 1999-02-10

Van Kampen
Focus Portfolios
The DowSM Strategic 10 Trust
February 1999 Series

The DowSM Strategic 5 Trust
February 1999 Series

Strategic Picks Opportunity Trust
February 1999 Series

EAFESM Strategic 20 Trust
February 1999 Series

Euro Strategic 20 Trust
February 1999 Series

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

Van Kampen Focus Portfolios, Series 135 includes the unit investment trusts
described above (the "Trusts"). Each Trust uses a refined indexing strategy that
seeks to identify a diversified portfolio of well-known, undervalued stocks.
Each Trust seeks to provide above-average total return by increasing the value
of your Units and providing dividend income. Of course, we cannot guarantee that
a Trust will achieve its objective.
The Units are not deposits or obligations of any bank or government agency
and are not guaranteed.

Prospectus Dated February 9, 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
February 8, 1999

The DowSM
Strategic
10 and 5 Other
Public Offering Price Trusts Trusts
------------ ------------
Aggregate value of Securities per Unit (1) $ 9.900 $ 9.900
Sales charge 0.275 0.295
Less deferred sales charge 0.175 0.195
Public offering price per Unit (2) $ 10.000 $ 10.000

General Information
Initial Date of Deposit February 8, 1999
Mandatory Termination Date March 14, 2000
Record Dates August 10, 1999 and March 14, 2000
Distribution Dates August 25, 1999 and March 24, 2000

<TABLE>
<CAPTION>
Estimated Estimated Estimated
Initial Aggregate Initial Annual Redemption Organizational
Number of Value of Distribution Dividends Price per Costs per
Trust Information Units (3) Securities (1) per Unit (4) per Unit (4) Unit (5) Unit (1)
------------ -------------- ------------- ------------- ------------- -------------
The DowSM Strategic 10
<S> <C> <C> <C> <C> <C> <C>
Trust 15,145 $ 149,929 $ .13 $ .27752 $ 9.720 $ 0.01310
The DowSM Strategic 5
Trust 15,013 $ 148,626 $ .13 $ .27168 $ 9.720 $ 0.01300
Strategic Picks
Opportunity Trust 14,981 $ 148,309 $ .12 $ .24404 $ 9.700 $ 0.02131
EAFESM Strategic 20 Trust 25,209 $ 249,562 $ .21 $ .33054 $ 9.670 $ 0.00000
Euro Strategic 20 Trust 25,177 $ 249,243 $ .23 $ .26303 $ 9.688 $ 0.00000
</TABLE>

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

(1)Each Security is valued at the last closing sale price on its principal
trading exchange or, if not listed, at the last asked price on the day before
the Initial Date of Deposit. You will bear all or a portion of the expenses
incurred in organizing and offering your Trust. The public offering price
includes the estimated amount of these costs. The Trustee will deduct these
expenses from your Trust at the end of the initial offering period
(approximately one month). The estimated amount is described above and is
included in the "Estimated Costs Over Time" on the next page.
(2)The public offering price will include any accumulated dividends or cash in
the Income or Capital Accounts of a Trust.
(3)The number of Units may be adjusted so that the public offering price per
Unit equals $10 at the close of the New York Stock Exchange on the day
following the Initial Date of Deposit. The number of Units and fractional
interest of each Unit in a Trust will increase or decrease to the extent of
any adjustment.
(4)This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".
(5)The redemption price is reduced by any remaining deferred sales charge. See
"Rights of Unitholders--Redemption of Units". The redemption price includes
the estimated organizational and offering costs. The redemption price will
not include these costs after the initial offering period.

Fee Table

The DowSM
Strategic
10 and 5 Other
Transaction Fees (as % of offering price) Trusts Trusts
---------- ------
Initial sales charge (1) 1.00% 1.00%
Deferred sales charge (2) 1.75% 1.95%
------ ------
Maximum sales charge 2.75% 2.95%
====== ======
Maximum sales charge on reinvested dividends 1.75% 1.95%
====== ======
<TABLE>
<CAPTION>

Trustee's Supervisory Estimated
Fee and and Annual
Operating Evaluation Expenses
Estimated Annual Expenses per Unit Expenses Fees per Unit
------------- ------------- ------------
<S> <C> <C> <C> <C>
The DowSM Strategic 10 Trust $ 0.00775 $ 0.00500 $ 0.01275
The DowSM Strategic 5 Trust $ 0.00799 $ 0.00500 $ 0.01299
Strategic Picks Opportunity Trust $ 0.01160 $ 0.00500 $ 0.01660
EAFESM Strategic 20 Trust $ 0.03000 $ 0.00500 $ 0.03500
Euro Strategic 20 Trust $ 0.03000 $ 0.00500 $ 0.03500
</TABLE>

Estimated Costs Over Time (3) One Year Three Years Five Years Ten Years
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
The DowSM Strategic 10 Trust $ 31 $ 75 N/A N/A
The DowSM Strategic 5 Trust $ 30 $ 71 N/A N/A
Strategic Picks Opportunity Trust $ 33 $ 81 N/A N/A
EAFESM Strategic 20 Trust $ 33 $ 80 N/A N/A
Euro Strategic 20 Trust $ 33 $ 80 N/A N/A
</TABLE>

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

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

(1)The initial sales charge is the difference between the maximum sales charge
and the deferred sales charge.
(2)The deferred sales charge is actually equal to $0.195 per Unit ($0.175 per
Unit for The DowSM Strategic 10 and 5 Trusts). This amount will exceed the
percentage above if the public offering price per Unit falls below $10 and
will be less than the percentage above if the public offering price per Unit
exceeds $10. The deferred sales charge accrues daily and is assessed from
April 13, 1999 through February 12, 2000.
(3)These examples include the estimated expenses incurred in establishing and
offering your Trust. The amount of these expenses is described on the
preceding page.

The DowSM Strategic 10 Trust

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

- -CHART HERE-

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

See "Notes to Portfolios".

Hypothetical Strategy Performance

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

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

Hypothetical Total Return
- --------------------------------------------------------------------------------

Year Strategy Stocks The Dow 30SM Year Strategy Stocks The Dow 30SM
----------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C>
1974 (0.72)% (23.21)% 1987 5.93% 6.02%
1975 56.52 44.48 1988 24.75 15.95
1976 34.93 22.75 1989 25.08 31.71
1977 (1.75) (12.70) 1990 (7.57) (0.58)
1978 0.12 2.69 1991 34.86 23.93
1979 12.37 10.52 1992 7.85 7.35
1980 27.23 21.41 1993 26.93 16.74
1981 7.52 (3.40) 1994 4.12 4.95
1982 26.03 25.79 1995 36.58 36.49
1983 38.75 25.65 1996 28.05 28.58
1984 11.82 1.08 1997 21.98 24.78
1985 29.45 32.78 1998 10.63 18.13
1986 35.77 26.92
</TABLE>

See "Notes to Hypothetical Performance Tables".

The DowSM Strategic 5 Trust

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

- -CHART HERE-

See "Notes to Portfolios".

Hypothetical Strategy Performance

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

Year Strategy Stocks The Dow 30SM Year Strategy Stocks The Dow 30SM
-------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C>
1974 0.56% (23.21)% 1987 (2.75)% 6.02%
1975 64.54 44.48 1988 22.65 15.95
1976 39.29 22.75 1989 10.49 31.71
1977 (4.82) (12.70) 1990 (20.71) (0.58)
1978 0.76 2.69 1991 56.02 23.93
1979 19.86 10.52 1992 24.96 7.35
1980 32.33 21.41 1993 38.67 16.74
1981 3.15 (3.40) 1994 3.33 4.95
1982 48.11 25.79 1995 42.57 36.49
1983 43.50 25.65 1996 32.06 28.58
1984 11.60 1.08 1997 27.68 24.78
1985 37.00 32.78 1998 15.53 18.13
1986 36.10 26.92
</TABLE>

See "Notes to Hypothetical Performance Tables".

Strategic Picks Opportunity Trust

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

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

- -CHART HERE-

See "Notes to Portfolios".

Hypothetical Strategy Performance

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

Hypothetical Total Return
- --------------------------------------------------------------------------------

Strategy MSCIUSA Strategy MSCIUSA
Year Stocks Index Year Stocks Index
-------------------------------- -----------------------------
1979 17.00% 13.86% 1990 0.52% (1.89)%
1980 40.64 27.97 1991 47.88 30.17
1981 5.09 (3.50) 1992 2.26 7.06
1982 39.84 20.13 1993 7.32 9.82
1983 17.66 21.11 1994 9.91 2.05
1984 10.89 5.71 1995 38.10 37.04
1985 46.11 31.04 1996 23.90 23.36
1986 34.86 17.02 1997 28.64 33.35
1987 11.38 4.41 1998 27.23 30.72
1988 16.05 15.34
1989 31.87 30.21

See "Notes to Hypothetical Performance Tables".

EAFESM Strategic 20 Trust

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

Many consider the MSCI EAFESM Index to be the premier equity benchmark for
global investing. The index represents more than 1,000 stocks in 38 industries
across 21 developed countries. These countries include Australia, Austria,
Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan,
the Netherlands, New Zealand, Norway,

- -CHART HERE-

Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. We
eliminate stocks traded in Singapore from the Trust strategy to help limit
exposure to uncertain political and economic conditions.

The Trust is designed as part of a long-term investment strategy. You may
achieve more consistent overall results by following the strategy over several
years.

For more information see "Special Redemption and Rollover".

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>
1,689 Australian Gas Light Company Limited $ 7.328 3.10% $ 12,376.25
800 Autopistas Concesionaria Espanola SA 14.784 2.92 11,827.01
337 BASF AG 36.227 2.86 12,208.49
339 Bayer AG 36.340 2.71 12,319.15
2,500 CLP Holdings Limited 4.620 4.41 11,549.88
29 Electrabel SA 422.329 2.74 12,247.54
802 Elsevier N.V. 15.606 2.65 12,516.28
6,900 Fiat SpA-RNC 1.735 3.40 11,973.50
11,000 Hong Kong and China Gas Company Limited 1.116 3.80 12,279.00
7,200 Hong Kong Telecommunications Limited 1.658 6.63 11,939.61
99 Imetal SA 122.822 2.08 12,159.42
290 Royal Dutch Petroleum Company 44.678 3.07 12,956.64
4,159 Santos Limited 2.986 5.45 12,417.67
215 SEITA 59.383 1.79 12,767.34
471 Skanska AB 29.968 3.96 14,115.05
1,667 TABCORP Holdings Limited 7.249 2.43 12,084.75
149 Technip 81.750 2.59 12,180.77
2,378 Telecom Corporation of New Zealand Limited 5.174 3.75 12,303.61
1,466 Trelleborg AB 10.222 3.70 14,985.78
418 Zardoya Otis SA 29.556 2.72 12,354.52
- ---------- ------------
42,908 $ 249,562.26
========== ============
</TABLE>

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the MSCI EAFESM Index. Total return includes any dividends paid on the stocks
together with any increase or decrease in the value of the stocks. The table
illustrates a hypothetical investment in the Strategy Stocks at the beginning of
each year -- similar to buying Units of the Trust, redeeming them after one year
and reinvesting the proceeds in a new trust portfolio each year.
These hypothetical returns are not actual past performance of the Trust or
prior series and do not reflect the sales charge or expenses you will pay. Of
course, these hypothetical returns are not guarantees of future results and the
value of your Units will fluctuate. For more information about the total return
calculations, see "Notes to Hypothetical Performance Tables".

Hypothetical Total Return
- --------------------------------------------------------------------------------
MSCI MSCI
Strategy EAFESM Strategy EAFESM
Year Stocks Index Year Stocks Index
--------------------------- ----------------------------
1974 (39.41)% (22.14)% 1987 32.39% 24.93%
1975 100.38 37.10 1988 28.25 28.59
1976 (10.25) 3.74 1989 7.68 10.80
1977 52.69 19.42 1990 (4.90) 23.20)
1978 9.26 34.30 1991 16.94 12.50
1979 26.96 6.18 1992 4.73 11.85)
1980 23.26 24.43 1993 62.76 32.94
1981 6.49 (1.03) 1994 3.25 8.06
1982 (0.84) (0.86) 1995 24.70 11.55
1983 44.67 24.61 1996 22.02 6.36
1984 21.01 7.86 1997 24.82 2.06
1985 49.75 56.72 1998 24.72 20.33
1986 34.96 69.94

See "Notes to Hypothetical Performance Tables".

Euro Strategic 20 Trust

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

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

- -CHART HERE-

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>
800 Autopistas Concesionaria Espanola SA $ 14.784 2.92% $ 11,827.01
337 BASF AG 36.227 2.86 12,208.49
339 Bayer AG 36.340 2.71 12,319.15
131 Cimenteries CBR Cementbedrijven 93.525 2.54 12,251.82
81 Compagnie de Saint Gobain 154.260 1.75 12,495.10
29 Electrabel SA 422.329 2.74 12,247.54
802 Elsevier N.V. 15.606 2.65 12,516.28
2,057 ENI SpA 6.276 1.76 12,910.43
6,900 Fiat SpA-RNC 1.735 3.40 11,973.50
99 Imetal SA 122.822 2.08 12,159.42
23 Linde AG 590.449 1.71 13,580.33
290 Royal Dutch Petroleum Company 44.678 3.07 12,956.64
215 SEITA 59.383 1.79 12,767.34
417 Skanska AB 29.968 3.96 12,496.76
4,762 Taylor Woodrow Plc 2.606 3.04 12,409.35
149 Technip 81.750 2.59 12,180.77
1,300 Trelleborg AB 10.222 3.70 13,288.89
169 VA Technologie AG 72.499 3.16 12,252.34
227 VEBA AG 53.073 2.05 12,047.53
418 Zardoya Otis SA 29.556 2.72 12,354.52
- ---------- ------------
19,545 $ 249,243.21
========== ============
</TABLE>

See "Notes to Portfolios".

Hypothetical Strategy Performance

The table below compares the hypothetical total return of stocks selected
using the Trust's investment strategy (the "Strategy Stocks") with the stocks in
the MSCI Europe Index. Total return includes any dividends paid on the stocks
together with any increase or decrease in the value of the stocks. The table
illustrates a hypothetical investment in the Strategy Stocks at the beginning of
each year -- similar to buying Units of the Trust, redeeming them after one year
and reinvesting the proceeds in a new trust portfolio each year.
These hypothetical returns are not actual past performance of the Trust or
prior series and do not reflect the sales charge or expenses you will pay. Of
course, these hypothetical returns are not guarantees of future results and the
value of your Units will fluctuate. For more information about the total return
calculations, see "Notes to Hypothetical Performance Tables".

Hypothetical Total Return
- --------------------------------------------------------------------------------
MSCI MSCI
Strategy Europe Strategy Europe
Year Stocks Index Year Stocks Index
------------------------------ --------------------------
1974 (42.00)% (22.78)% 1987 33.71% 4.10%
1975 105.44 43.90 1988 20.54 16.35
1976 (15.95) (6.37) 1989 12.29 29.06
1977 58.78 23.92 1990 3.35 (3.37)
1978 12.19 24.30 1991 12.08 13.66
1979 26.96 14.67 1992 (8.69) (4.25)
1980 24.95 14.53 1993 15.61 29.79
1981 6.49 (10.45) 1994 4.02 2.66
1982 11.31 5.69 1995 22.92 22.13
1983 23.57 22.38 1996 22.74 21.57
1984 18.23 1.26 1997 36.35 24.20
1985 60.66 79.79 1998 25.79 28.91
1986 28.68 44.46

See "Notes to Hypothetical Performance Tables"

Notes to Hypothetical Performance Tables

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

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

Notes to Portfolios

(1) The Securities are initially represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited with
the Trustee. Contracts to acquire Securities were entered into on February 5,
1999 and have settlement dates ranging from February 9, 1999 to February 26,
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. Other information regarding the Securities, as of the Initial Date of
Deposit, is as follows:
Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- -------------
The DowSM Strategic 10 Trust $ 149,929 $ --
The DowSM Strategic 5 Trust $ 148,626 $ --
Strategic Picks Opportunity Trust $ 148,309 $ --
EAFESM Strategic 20 Trust $ 250,002 $ (440)
Euro Strategic 20 Trust $ 249,365 $ (122)

(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 day prior to the Initial Date of Deposit. Estimated annual
dividends per share are calculated by annualizing the most recently declared
regular dividends or by adding the most recent regular interim and final
dividends declared and reflect any foreign withholding taxes.

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

Air Products and Chemicals, Inc. Air Products and Chemicals, Inc. produces
industrial gas and related industrial process equipment. The company also
produces and markets polymer chemicals, performance chemicals, and chemical
intermediates. Air Products recovers and distributes oxygen, nitrogen, argon,
hydrogen, carbon monoxide, carbon dioxide, synthesis gas, and helium, as well as
medical and specialty gasses.

Australian Gas Light Company Limited. Australian Gas Light Company Limited
distributes, transports and sells natural gas and oil throughout Australasia.
The company primarily produces and sells petroleum products, constructs and
operates pipelines and retails/wholesales LPG. The company also owns and
operates an electricity distribution network covering the Melbourne area and
invests in gas industry companies.

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

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

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

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

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

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

Cimenteries CBR Cementbedrijven. Cimenteries CBR Cementbedrijven produces
construction materials. The company quarries limestone, gravel, sand, clay and
shale and produces cement and ready-mixed concrete. Cimenteries CBR also
manufactures concrete pipe and block. The company operates in Belgium, China,
Luxembourg, the Netherlands, Germany, the Czech Republic, Poland, Turkey, Canada
and the United States.

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

Compagnie de Saint Gobain. Compagnie de Saint Gobain produces engineered
materials such as industrial ceramics, flat glass, insulation, abrasives, pipes,
fiber reinforcements, building materials and containers. The company was
nationalized in 1982 and was the first French company to be privatized in
December 1986. Saint-Gobain has operations in France and approximately 41 other
countries.

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

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

Eastman Kodak Company. Eastman Kodak Company develops, manufactures, and
markets consumer and commercial imaging products. The company's imaging systems
include films, photographic papers, processing services, photographic chemicals,
cameras, and projectors. Kodak also develops digital camera systems which do not
use silver halide film technology.

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

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

ENI SpA. ENI SpA is a fully integrated oil and gas company with operations in
80 countries. The company explores for, distributes, refines and markets
petroleum products. ENI manufactures petrochemicals such as ethylene. In
addition, the company provides offshore oil and gas pipelaying services.

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

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

General Mills, Inc. General Mills, Inc. manufactures and markets consumer
food products. The company's products include "Big G" cereals; "Betty Crocker"
dessert, side dish, and dinner mixes; snack products; "Gold Medal" flour; and
"Yoplait" and "Columbo" yogurts. General Mills sells its products around the
world.

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

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

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

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

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

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

J.P. Morgan & Company, Incorporated. J.P. Morgan & Company, 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.

Linde AG. Linde AG manufactures a variety of industrial and commercial
materials handling products and vehicles, as well as refrigeration and climate
control systems for food stores and various commercial and industrial
applications. The company also engineers and builds various plants and
production systems, as well as provides industry specific gases. Linde operates
and sells its products worldwide.

Minnesota Mining and Manufacturing Company. Minnesota Mining and
Manufacturing Company (3M) is a diversified manufacturer of industrial,
commercial, and health care products. The company produces and markets more than
50,000 products worldwide. 3M's products include "Post-it" Notes, "Flex"
circuits, "Scotchgard" fabric, film, and photo protectors, "Thinsulate"
insulation products and "Nexcare" bandages.

Philip Morris Companies Inc. Philip Morris Companies Inc., through its five
principal subsidiaries, produces and markets consumer packaged goods. The
company's products include "Bull's-Eye" barbeque sauce, "Breakstone's" dairy
products, "Kraft" foods, "Marlboro" cigarettes, "Cracker Barrel" and "Polly-O"
cheeses, "Crystal Light" beverages, "Maxwell House" coffee, and "Miller" beer,
among others.

PPG Industries, Inc. PPG Industries, Inc. supplies products for the
manufacturing, construction, automotive, chemical processing, and other
industries worldwide. The company makes protective and decorative coatings, flat
glass, fabricated glass products, continuous-strand fiber glass products, and
industrial and specialty chemicals. PPG operates 75 manufacturing and 10
research and development facilities.

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.

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

Sara Lee Corporation. Sara Lee Corporation manufactures and markets
brand-name products for consumers throughout the world. The company has
operations in more than 40 countries and markets branded products in more than
140 countries. Sara Lee's products include "Sara Lee" food items, "Jimmy Dean"
packaged meats, "Coach" leatherware, "Hanes" clothing and hosiery, "L'eggs"
hosiery, and "Champion" activewear, among others.

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

Service Corporation International. Service Corporation International provides
death care services worldwide. The company currently operates approximately
4,000 funeral service locations, cemeteries, and crematoria located in 18
countries on five continents. Service also provides capital financing to
independent funeral home and cemetery operators, as well as pre-need life
insurance to finance pre-arranged funerals.

Sherwin-Williams Company. Sherwin-Williams Company manufactures, distributes,
and sells coatings and related products. The company's products are marketed
under the "Sherwin-Williams," "Dutch Boy," "Kem-Tone," and other brand names.
Sherwin-Williams's products are sold to professional, industrial, commercial,
and retail customers primarily in North and South America.

Skanska AB. Skanska AB offers construction related and project property
development services. The company constructs tunnels and bridges as well as
buildings and roads and offers civil engineering services. Skanska operates
worldwide in some 50 countries, and the main markets are in Sweden, Denmark,
Finland and the United States. The company also offers project development and
real estates services.

TABCORP Holdings Limited. TABCORP Holdings Limited provides wagering and
gaming services and facilities in Victoria. The company's wagering division
sells totalizator bets on horse and greyhound racing and totalizator and fixed
odds bets on sporting events and are offered through a network of retail and
on-course outlets and by telephone. The gaming division owns and operates gaming
machines in Victorian hotels and clubs.

Taylor Woodrow Plc. Taylor Woodrow Plc, through its subsidiaries, is involved
in construction, property development and investment, housing and trading
operations. The Group's trading operation, Greenham Trading, supplies personal
protection equipment, janitorial supplies, contractors site equipment,
electrical supplies and video and air-conditioning equipment.

Technip (Compagnie Francaise d'Etudes et de Construction Technip). Technip
(Compagnie Francaise d'Etudes et de Construction Technip) designs and constructs
industrial facilities. The company designs and builds factories which produce
and process petroleum products, natural gas and chemicals and buildings for the
transportation and power generation industries. Technip operates in Europe, the
Americas, the Middle East, Russia and Malaysia.

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

Trelleborg AB. Trelleborg AB manufactures and distributes a wide range of
industrial products. The company operates mines and smelters in Sweden and
abroad, produces metals including copper tubing, brass and tin, wholesales
building and construction supplies, offers heating technology, sells air
ventilation systems, wholesales steel and sewage disposal systems, as well as
sells other related products.

Union Carbide Corporation. Union Carbide Corporation produces basic chemicals
and polymers, which are materials that undergo one or more further conversions
by customers before reaching consumers. The company's products are used for
paints and coatings, packaging, wire and cable, household products, personal
care, and other industries. Union Carbide operates in more than 40 coutries.

VA Technologie AG. VA Technologie AG operates in three areas: metallurgical
engineering, energy and environmental engineering and construction and other
engineering services. The company builds thermal power plants (primarily
gas/steam) and hydroelectric power plants and offers mechanical and electrical
engineering, system solutions and maintenance services.

VEBA AG. VEBA AG generates and distributes electricity, as well as provides
gas, district heating and water services to industrial, commercial and
residential customers in Germany. The company operates chemical plants, oil
refineries, gas storage and distribution facilities, as well as
telecommunications, real estate, trade, and transportation businesses. Veba
operates in Europe, North America and Asia.

Zardoya Otis SA. Zardoya Otis SA manufactures, installs and services
elevators and elevator equipment. The company also exports manufactured elevator
equipment to be installed by Otis Elevator firms around the world.

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 135:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 135 as of February 8, 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
135 as of February 8, 1999, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP
Chicago,Illinois
February 8, 1999

STATEMENTS OF CONDITION
As of February 8, 1999

Strategic
The DowSM The DowSM Picks
Strategic 10 Strategic 5 Opportunity
INVESTMENT IN SECURITIES Trust Trust Trust
----------- ---------- ------------
Contracts to purchase Securities (1) $ 149,929 $ 148,626 $ 148,309

Total $ 149,929 $ 148,626 $ 148,309

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 198 $ 195 $ 319
Deferred sales charge liability (3) 2,650 2,627 2,921
Interest of Unitholders--
Cost to investors (4) 151,450 150,130 149,810
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 4,369 4,326 4,741

Net interest to Unitholders (4) 147,081 145,804 145,069

Total $ 149,929 $ 148,626 $ 148,309

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

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

STATEMENTS OF CONDITION
As of February 8, 1999

EAFESM Euro
Strategic 20 Strategic 20
INVESTMENT IN SECURITIES Trust Trust
-------------- --------------
Contracts to purchase Securities (1) $ 249,562 $ 249,243
-------------- --------------
Total $ 249,562 $ 249,243
============== ==============

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 0 $ 0
Deferred sales charge liability (3) 4,916 4,910
Interest of Unitholders--
Cost to investors (4) 252,090 251,770
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 7,444 7,437

Net interest to Unitholders (4) 244,646 244,333

Total $ 249,562 $ 249,243
============== ==============

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

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

The Trusts were created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the date of
this Prospectus (the "Initial Date of Deposit"), among Van Kampen Funds Inc., as
Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The Bank of New
York, as Trustee, and American Portfolio Evaluation Services, a division of Van
Kampen Investment Advisory Corp., as Evaluator.
The Trusts offer investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities which
are components of major stock market indexes. A Trust may be an appropriate
medium for investors who desire to participate in a portfolio of stocks with
greater diversification than they might be able to acquire individually and who
are seeking to achieve a better performance than the related indexes through an
investment in the highest dividend yielding stocks of these indexes. An
investment in approximately equal values of such stocks each year has in most
instances provided a higher total return than investments in all of the stocks
which are components of the respective indexes.
On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Trustee. In
exchange for these contracts the Trustee delivered to the Sponsor documentation
evidencing the ownership of Units of the Trusts. Unless otherwise terminated as
provided in the Trust Agreement, the Trusts will terminate on the Mandatory
Termination Date and any remaining Securities will be liquidated or distributed
by the Trustee within a reasonable time. As used in this Prospectus the term
"Securities" means the securities (including contracts to purchase these
securities) listed in "Portfolio" for each Trust and any additional securities
deposited into each Trust.
Additional Units of a Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase Securities together
with cash or irrevocable letters of credit or (iii) cash (or a letter of credit)
with instructions to purchase additional Securities. As additional Units are
issued by a Trust, the aggregate value of the Securities will be increased and
the fractional undivided interest represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits into a Trust following the
Initial Date of Deposit provided that the additional deposits will be in amounts
which will maintain, as nearly as practicable, the same percentage relationship
among the number of shares of each Security in the Trust's portfolio that
existed immediately prior to the subsequent deposit. Investors may experience a
dilution of their investments and a reduction in their anticipated income
because of fluctuations in the prices of the Securities between the time of the
deposit and the purchase of the Securities and because the Trusts will pay the
associated brokerage or acquisition fees.
Each Unit of a Trust initially offered represents an undivided interest in
that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in that Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor, or until the termination of the Trust Agreement.
Each Trust consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Trust, (b) any additional Securities acquired and
held by the Trust pursuant to the provisions of the Trust Agreement and (c) any
cash held in the related Income and Capital Accounts. Neither the Sponsor nor
the Trustee shall be liable in any way for any failure in any of the Securities.

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

The objective of each Trust is to provide an above average total return
through a combination of potential capital appreciation and dividend income,
consistent with the preservation of invested capital, by investing in a
portfolio of actively traded equity securities selected using the Trust's
investment strategy. We describe the investment strategy for each Trust in the
individual Trust sections beginning on page 4. There is no assurance that a
Trust will achieve its objective.
The publishers of the indexes have not participated in any way in the
creation of the Trusts or in the selection of stocks included in the Trusts and
have not approved any information herein relating thereto. With the exception of
the Morgan Stanley Capital International Indexes, the publishers of these
indexes are not affiliated with the Sponsor.
Each Trust portfolio is selected by implementing the Trust strategy as of the
close of business three business days prior to the Initial Date of Deposit (the
"Selection Time"). In the case of securities traded on a United States
securities exchange, the dividend yield is computed by annualizing the last
dividend declared and dividing the result by the market value at the Selection
Time. In the case of securities traded on a foreign securities exchange, the
dividend yield is computed by adding the most recent interim and final dividends
declared and dividing the result by the market value at the Selection Time.
The Trusts seek to achieve better performance than the related indexes
through similar investment strategies. Investment in a number of companies
having high dividends relative to their stock prices or low price to book ratios
(because their stock prices may be undervalued) is designed to increase the
potential for higher returns over time. The Trust investment strategies are
designed to be implemented on an annual basis. Investors who hold Units through
Trust termination may have investment results that differ significantly from a
Unit investment that is reinvested into a new trust every twelve months.
A balanced investment portfolio incorporates various style and capitalization
characteristics. The Sponsor offers unit trusts with a variety of styles and
capitalizations to meet your needs. The Sponsor determines style characteristics
(growth and value) based on the criteria used in selecting the Trust portfolio.
Generally, a growth portfolio includes companies in a growth phase of their
business with increasing earnings. A value portfolio generally includes
companies with low relative price-earnings ratios that the Sponsor believes are
undervalued. The Sponsor determines market capitalizations as follows based on
the weighted median market capitalization of a portfolio: Small-Cap -- less than
$1 billion; Mid-Cap -- $1 billion to $5 billion; and Large-Cap -- over $5
billion. The Sponsor determines all style and capitalization characteristics as
of the Initial Date of Deposit and the characteristics may vary thereafter. The
Sponsor will not remove a Security from a Trust as a result of any change in
characteristics.
Investors should note that the above criteria were applied to the Securities
for inclusion in the Trusts as of three business days prior to the Initial Date
of Deposit. Subsequent to this date, the Securities may no longer be included in
an index or meet the above criteria. Should a Security no longer be included in
these indexes or meet the selection criteria, the Security will not as a result
thereof be removed from its Trust portfolio.

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

Price Volatility. The Trusts invest in stocks of U.S. and foreign companies.
The value of Units will fluctuate with the value of these stocks and may be more
or less than the price you originally paid for your Units. The market value of
stocks sometimes moves up or down rapidly and unpredictably. Because the Trusts
are unmanaged, the Trustee will not sell stocks in response to market
fluctuations as is common in managed investments. In addition, because some
Trusts hold a relatively small number of stocks, you may encounter greater
market risk than in a more diversified investment. As with any investment, we
cannot guarantee that the performance of a Trust will be positive over any
period of time.
Dividends. Stocks represent ownership interests in the issuers and are not
obligations of the issuers. Common stockholders have a right to receive
dividends only after the company has provided for payment of its creditors,
bondholders and preferred stockholders. Common stocks do not assure dividend
payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
Foreign Stocks. Because certain Trusts invest in foreign stocks, these Trusts
involve additional risks that differ from an investment in domestic stocks.
These risks include the risk of losses due to future political and economic
developments, international trade conditions, foreign withholding taxes and
restrictions on foreign investments and exchange of securities. These Trusts
also involve the risk that fluctuations in exchange rates between the U.S.
dollar and foreign currencies may negatively affect the value of the stocks.
These Trusts involve the risk that information about the stocks is not publicly
available or is inaccurate due to the absence of uniform accounting and
financial reporting standards. In addition, some foreign securities markets are
less liquid than U.S. markets. This could cause a Trust to buy stocks at a
higher price or sell stocks at a lower price than would be the case in a highly
liquid market. Foreign securities markets are often more volatile and involve
higher trading costs than U.S. markets, and foreign companies, securities
markets and brokers are also generally not subject to the same level of
supervision and regulation as in the U.S.
Europe. The Euro Strategic 20 and EAFE Strategic 20 Trusts invest in stocks
principally traded in Europe. These Trusts involve additional risks that differ
from an investment in United States companies. In recent years, many European
countries have participated in the European Economic and Monetary Union (EMU)
seeking to develop a unified European economy. For this reason and others, many
European countries have experienced significant political, social and economic
change in recent years. Any negative consequences resulting from these changes
could affect the value of your Trust.
On January 1, 1999, eleven EMU member countries introduced a new European
currency called the Euro. This may result in uncertainties for European
securities markets and operation of your Trust. This introduction requires the
redenomination of European debt and equity securities over a period of time.
This could result in various accounting differences and/or tax treatments that
otherwise would not likely occur. As part of the Euro conversion, participating
countries will no longer control their own monetary policies by directing
independent interest rates or currency transactions. Instead, a new European
Central Bank has authority to direct monetary policy, including money supply of
the national currencies of the participating countries to the Euro. Certain EMU
members, including the United Kingdom, are not implementing the Euro at this
time. This could raise additional questions and complications within European
markets. European markets could face significant difficulties if the Euro
introduction does not take place as planned. These difficulties could include
such things as severe currency fluctuations and market disruptions. No one can
predict whether all phases of the conversion will take place as scheduled or
whether future difficulties will occur. No one can predict the impact of the
conversion. All of these issues could have a negative impact on the value of
your Units.
Pacific Region. The EAFE Strategic 20 Trust invests in stocks that
principally trade in Pacific region countries. This Trust involves additional
risks that differ from an investment in United States companies. Social,
political and economic instability has been significantly greater in Pacific
region countries than that typically associated with the United States and
Western European countries. Any instability could significantly disrupt Pacific
region markets and could adversely affect the value of Units. The MSCI Indexes
seek to focus on developed countries. Nonetheless, Pacific region countries are
in various stages of economic development. Some economies are substantially less
developed than the U.S. economy. Adverse conditions in these countries can
negatively impact the economies of countries in the region with more developed
markets.
Many of these countries depend significantly on international trade. As a
result, protective trade barriers and the economic conditional of their trading
partners can hurt these economies. These countries may also be sensitive to
world commodity prices and vulnerable to recession in other countries. While
some Pacific region countries have experienced rapid growth, many countries have
immature financial sectors, economic problems or archaic legal systems. Pacific
region economies have experienced significant difficulties in recent years. Some
of these difficulties include substantial declines in the value of currencies,
gross domestic product and corporate earnings, political turmoil and stock
market volatility. In 1997, a significant drop in Thailand's currency set off a
wave of currency depreciations throughout South and Southeast Asia. Most of the
area's stock markets fell dramatically in reaction to these events. Consumer
demand in these countries has been weak due to a general reduction in global
growth. Interest rates and inflation have also increased in many of these
countries.
Litigation. Some of the issuers of stocks in the Trusts manufacture, sell or
distribute tobacco. Many of these issuers currently face product liability and
consumer protection litigation in the United States and other countries. Product
liability litigation seeks damages for personal injury in individual and class
action lawsuits. In addition, certain governments, labor unions and other
entities seek recovery of health care costs. The alleged damages total billions
of dollars. In November 1998, some tobacco companies entered into a settlement
agreement regarding litigation with certain states in the U.S. This could result
in the resolution of significant litigation and regulatory issues affecting the
entire tobacco industry. The proposed settlement is extremely costly to the
tobacco industry but could significantly reduce uncertainties facing the
industry. Future litigation and legislation could negatively impact the value,
operating revenues and financial position of tobacco companies. No one can
predict the outcome of any litigation or regulatory and legislative measures.
Any development that adversely impacts tobacco companies could have a
significant negative impact on the value of Units of certain Trusts.
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 affect 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. These costs include the cost of preparing documents
relating to the Trust (such as the prospectus, trust agreement and closing
documents), federal and state registration fees, the initial fees and expenses
of the Trustee and legal and audit expenses. The initial offering period sales
charge is reduced as follows:

Aggregate Dollar Amount Sales Charge
of Units Purchased* Reduction
- --------------------- ----------------
$50,000 - $99,999 0.25%
$100,000 - $149,999 0.50
$150,000 - $999,999 0.85
$1,000,000 or more 1.75
- ---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.

Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. An investor may aggregate purchases of Units of the Trusts for
purposes of qualifying for volume purchase discounts listed above. The reduced
sales charge structure will also apply on all purchases by the same person from
any one dealer of units of Van Kampen-sponsored unit investment trusts which are
being offered in the initial offering period (a) on any one day (the "Initial
Purchase Date") or (b) on any day subsequent to the Initial Purchase Date if the
units purchased are of a unit investment trust purchased on the Initial Purchase
Date. In the event units of more than one trust are purchased on the Initial
Purchase Date, the aggregate dollar amount of such purchases will be used to
determine whether purchasers are eligible for a reduced sales charge. Such
aggregate dollar amount will be divided by the public offering price per unit of
each respective trust purchased to determine the total number of units which
such amount could have purchased of each individual trust. Purchasers must then
consult the applicable trust's prospectus to determine whether the total number
of units which could have been purchased of a specific trust would have
qualified for a reduced sales charge and the amount of such reduction. To
determine the applicable sales charge reduction it is necessary to accumulate
all purchases made on the Initial Purchase Date and all purchases made in
accordance with (b) above. Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser ("immediate family
members") will be deemed to be additional purchases by the purchaser for the
purposes of calculating the applicable sales charge. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing securities
for one or more trust estate or fiduciary accounts.
Units may be purchased in the primary or secondary market at the Public
Offering Price less the concession the Sponsor typically allows to brokers and
dealers for purchases by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered broker-dealers
who in each case either charge periodic fees for financial planning, investment
advisory or asset management service, or provide such services in connection
with the establishment of an investment account for which a comprehensive "wrap
fee" charge is imposed, (2) bank trust departments investing funds over which
they exercise exclusive discretionary investment authority and that are held in
a fiduciary, agency, custodial or similar capacity, (3) any person who for at
least 90 days, has been an officer, director or bona fide employee of any firm
offering Units for sale to investors or their immediate family members (as
described above) and (4) officers and directors of bank holding companies that
make Units available directly or through subsidiaries or bank affiliates.
Notwithstanding anything to the contrary in this Prospectus, such investors,
bank trust departments, firm employees and bank holding company officers and
directors who purchase Units through this program will not receive sales charge
reductions for quantity purchases.
During the initial offering period, unitholders of any Van Kampen-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase Units of all Trusts at the Public Offering Price per Unit less 1%.
During the initial offering period of the Trusts, unitholders of unaffiliated
unit investment trusts having an investment strategy similar to the investment
strategy of the Trusts may utilize proceeds received upon termination or upon
redemption immediately preceding termination of such unaffiliated trust to
purchase Units of a Trust at the Public Offering Price per Unit less 1%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Van Kampen Funds Inc. and its affiliates,
dealers and their affiliates and vendors providing services to the Sponsor may
purchase Units at the Public Offering Price less the applicable dealer
concession.
The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, in connection with fully disclosed transactions
with the Sponsor, the minimum purchase requirement will be that number of Units
set forth in the contract between the Sponsor and the related broker or agent.
Offering Price. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Trusts. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Trust business day. Orders received by the Trustee or Sponsor for purchases,
sales or redemptions after that time, or on a day which is not a business day,
will be held until the next determination of price. The term "business day", as
used herein and under "Rights of Unitholders--Redemption of Units", excludes
Saturdays, Sundays and holidays observed by the New York Stock Exchange. The
term "business day" also excludes any day on which more than 33% of the
Securities are not traded on their principal trading exchange due to a customary
business holiday on that exchange.
The aggregate underlying value of the Securities during the initial offering
period is determined on each business day by the Evaluator in the following
manner: If the Securities are listed on a national or foreign securities
exchange, this evaluation is generally based on the closing sale prices on that
exchange (unless it is determined that these prices are inappropriate as a basis
for valuation) or, if there is no closing sale price on that exchange, at the
closing ask prices. If the Securities are not listed on a national or foreign
securities exchange or, if so listed and the principal market therefor is other
than on the exchange, the evaluation shall generally be based on the current ask
price on the over-the-counter market (unless it is determined that these prices
are inappropriate as a basis for evaluation). If current ask prices are
unavailable, the evaluation is generally determined (a) on the basis of current
ask prices for comparable securities, (b) by appraising the value of the
Securities on the ask side of the market or (c) by any combination of the above.
The value of any foreign securities is based on the applicable currency exchange
rate as of the Evaluation Time. The value of the Securities for purposes of
secondary market transactions and redemptions is described under "Rights of
Unitholders--Redemption of Units".
In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities but rather the
entire pool of Securities in a Trust, taken as a whole, which are represented by
the Units.
Unit Distribution. Units will be distributed to the public by the Sponsor,
broker-dealers and others at the Public Offering Price. Units repurchased in the
secondary market, if any, may be offered by this Prospectus at the secondary
market Public Offering Price in the manner described above.
The Sponsor intends to qualify Units for sale in a number of states. Brokers,
dealers and others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period as
set forth in the following table. A portion of the concessions or agency
commissions represents amounts paid by the Sponsor out of its own assets as
additional compensation.

Aggregate
Dollar Amount of
Units Purchased
-------------------------
Less than $50,000 2.25%
$50,000 - $99,999 2.00
$100,000 - $149,999 1.75
$150,000 - $999,999 1.40
$1,000,000 or more 0.65

In addition to the amounts above, during the initial offering period any firm
that distributes 500,000 - 999,999 Units of the Strategic Picks and Strategic 20
Trusts will receive additional compensation of $.0025 per Unit; any firm that
distributes 1,000,000 - 1,999,999 Units will receive additional compensation of
$.005 per Unit; any firm that distributes 2,000,000 - 2,999,999 Units will
receive additional compensation of $.01 per Unit; any firm that distributes
3,000,000 - 3,999,999 Units will receive additional compensation of $.015 per
Unit; any firm that distributes 4,000,000 - 4,999,999 Units will receive
additional compensation of $.02 per Unit; any firm that distributes 5,000,000
Units or more will receive additional compensation of $.025 per Unit. This
additional compensation will be paid by the Sponsor out of its own assets at the
end of the initial offering period.
Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other unit investment trusts who use their redemption or termination proceeds
to purchase Units of the Trusts, the total concession or agency commission will
equal the following amounts (or such lesser amount resulting from discounts):
DowSM and Strategic Picks Trusts - 1.30% per Unit; and Strategic 20 Trusts -
1.25% per Unit. For all secondary market transactions the total concession or
agency commission will amount to 2.1% per Unit. Notwithstanding anything to the
contrary herein, in no case shall the total of any concessions, agency
commissions and any additional compensation allowed or paid to any broker,
dealer or other distributor of Units with respect to any individual transaction
exceed the total sales charge applicable to such transaction. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase of
Units and to change the amount of the concession or agency commission to dealers
and others from time to time. The breakpoint concessions or agency commissions
are also applied on a Unit basis utilizing a breakpoint equivalent of $10 per
Unit and will be applied on whichever basis is more favorable to the broker,
dealer or agent.
Broker-dealers of the Trusts, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets, and not out
of the assets of any Trust. These programs will not change the price Unitholders
pay for their Units or the amount that a Trust will receive from the Units sold.
Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, the Sponsor will realize a profit or loss as a result of the
difference between the price paid for the Securities by the Sponsor and the cost
of the Securities to each Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolios". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. Cash, if any, made available to
the Sponsor prior to the date of settlement for the purchase of Units may be
used in the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.
An affiliate of the Sponsor may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
Market for Units. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. The Sponsor intends to
maintain a secondary market for Units only during the first six months following
the Initial Date of Deposit. In the event that a secondary market is not
maintained, a Unitholder will be able to dispose of Units by tendering them to
the Trustee for redemption at the Redemption Price. See "Rights of
Unitholders--Redemption of Units". Unitholders should contact their broker to
determine the best price for Units in the secondary market. Units sold prior to
the time the entire deferred sales charge has been collected will be assessed
the amount of any remaining deferred sales charge at the time of sale. The
Trustee will notify the Sponsor of any tendered of Units for redemption. If the
Sponsor's bid in the secondary market equals or exceeds the Redemption Price per
Unit, it may purchase the Units not later than the day on which Units would have
been redeemed by the Trustee. The Sponsor may sell repurchased Units at the
secondary market Public Offering Price per Unit.
Tax-Sheltered Retirement Plans. Units are available for purchase in
connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee Pension
Plans for employees, qualified plans for self-employed individuals, and
qualified corporate pension and profit sharing plans for employees. The minimum
purchase for these accounts is reduced to 25 Units but may vary by selling firm.
The purchase of Units may be limited by the plans' provisions and does not
itself establish such plans.

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

Distributions. Dividends and any net proceeds from the sale of Securities
received by a Trust will generally be distributed to Unitholders on each
Distribution Date to Unitholders of record on the preceding Record Date. These
dates appear under "Summary of Essential Financial Information". A person
becomes a Unitholder of record on the date of settlement (generally three
business days after Units are ordered). Unitholders may elect to receive
distributions in cash or to have distributions reinvested into additional Units.
Distributions may also be reinvested into Van Kampen mutual funds. See "Rights
of Unitholders--Reinvestment Option".
Dividends received by a Trust are credited to the Income Account of the
Trust. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units or
pay deferred sales charges, fees or expenses, will be distributed to
Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rata share of the
available cash in the Income and Capital Accounts as of the related Record Date.
Reinvestment Option. Unitholders may have distributions automatically
reinvested in additional Units under the Automatic Reinvestment Option (to the
extent Units may be lawfully offered for sale in the state in which the
Unitholder resides) through two options. Brokers and dealers can use the
Dividend Reinvestment Service through Depository Trust Company or purchase the
Automatic Reinvestment Option CUSIP, 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. The 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 rata share of each Unit in each Trust determined on
the basis of (i) the cash on hand in the Trust, (ii) the value of the Securities
in the Trust and (iii) dividends receivable on the Securities in the Trust
trading ex-dividend as of the date of computation, less (a) amounts representing
taxes or other governmental charges payable out of the Trust, (b) the accrued
expenses of the Trust and (c) any unpaid deferred sales charge payments. During
the initial offering period, the redemption price and the secondary market
repurchase price will include estimated organizational and offering costs. For
these purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange, this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange, at the closing bid prices. If the Securities are not so listed
or, if so listed and the principal market therefor is other than on the
exchange, the evaluation may be based on the current bid price on the
over-the-counter market. If current bid prices are unavailable or inappropriate,
the evaluation may be determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the Securities on the bid side of the
market or (c) by any combination of the above. The value of any foreign
securities is based on the applicable currency exchange rate as of the
Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
Special Redemption and Rollover. We currently intend to offer a subsequent
series of each Trust for a Rollover when the Trusts terminate. On the Mandatory
Termination Date you will have the option to (1) participate in the Rollover and
have your Units reinvested into a subsequent trust series, (2) receive an in
kind distribution of Securities (if applicable) or (3) receive a cash
distribution.
If you elect to participate in the Rollover, your Units will be redeemed on
the Mandatory Termination Date. As the redemption proceeds become available, the
proceeds (including dividends) will be invested in a new trust series at the
public offering price for the new trust. The Trustee will attempt to sell
Securities to satisfy the redemption as quickly as practicable on the Mandatory
Termination Date. We do not anticipate that the sale period will be longer than
one day, however, certain factors could affect the ability to sell the
Securities and could impact the length of the sale period. The liquidity of any
Security depends on the daily trading volume of the Security and the amount
available for redemption and reinvestment on any day.
We intend to make subsequent trust series available for sale at various times
during the year. Of course, we cannot guarantee that a subsequent trust or
sufficient units will be available or that any subsequent trusts will offer the
same investment strategies or objectives as the current Trusts. We cannot
guarantee that a Rollover will avoid any negative market price consequences
resulting from trading large volumes of securities. Market price trends may make
it advantageous to sell or buy securities more quickly or more slowly than
permitted by the Trust procedures. We may, in our sole discretion, modify a
Rollover or stop creating units of a trust at any time regardless of whether all
proceeds of Unitholders have been reinvested in a Rollover. If we decide not to
offer a subsequent series, Unitholders will be notified prior to the Mandatory
Termination Date. Cash which has not been reinvested in a Rollover will be
distributed to Unitholders shortly after the Mandatory Termination Date.
Rollover participants may receive taxable dividends or realize taxable capital
gains which are reinvested in connection with a Rollover but may not be entitled
to a deduction for capital losses due to the "wash sale" tax rules. Due to the
reinvestment in a subsequent trust, no cash will be distributed to pay any
taxes. See "Taxation".
Certificates. Ownership of Units is evidenced 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
- --------------------------------------------------------------------------------

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 is
sponsors.
Pursuant to an exemptive order, each terminating Trust is permitted to sell
Securities to a new trust series if those Securities meet the investment
strategy of the new trust. The exemption enables each Trust to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor.
Amendment of the Trust Agreement. The Trustee and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by the Sponsor and the Trustee).
The Trust Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Trustee will notify Unitholders
of any amendment.
Termination. Each Trust will terminate on the Mandatory Termination Date or
upon the sale or other disposition of the last Security held in the Trust. A
Trust may be terminated at any time with consent of Unitholders representing
two-thirds of the outstanding Units or by the Trustee when the value of the
Trust is less than $500,000 ($3,000,000 if the value of the Trust has exceeded
$15,000,000) (the "Minimum Termination Value"). Unitholders will be notified of
any termination. The Trustee may begin to sell Securities in connection with a
Trust termination nine business days before, and no later than, the Mandatory
Termination Date. Approximately thirty days before this date, the Trustee will
notify Unitholders of the termination and provide a form enabling qualified
Unitholders to elect an in kind distribution of Securities. See "Rights of
Unitholders--Redemption of Units". This form must be returned at least five
business days prior to the Mandatory Termination Date. Unitholders will receive
a final cash distribution within a reasonable time after the Mandatory
Termination Date (unless the Unitholder has elected an in kind distribution or
is a participant in the final Rollover). All distributions will be net of Trust
expenses and costs. Unitholders will receive a final distribution statement
following termination. The Information Supplement contains further information
regarding termination of the Trusts. See "Additional Information".
Limitations on Liabilities. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability for taking any action or for refraining from taking any
action in good faith pursuant to the Trust Agreement, or for errors in judgment,
but shall be liable only for their own willful misfeasance, bad faith or gross
negligence (negligence in the case of the Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee. The Trustee, Sponsor
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.
Sponsor. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of
the Trust. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter &
Co. Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has offices at One Parkview Plaza, Oakbrook Terrace, Illinois
60181, (630) 684-6000 and 2800 Post Oak Boulevard, Houston, Texas 77056, (713)
993-0500. As of November 30, 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 or investment strategies utilized by the Trusts (which may show
performance net of expenses and charges which the Trusts would have charged)
with returns on other taxable investments such as the common stocks comprising
the Dow Jones Industrial Average, the S&P 500, other investment indices,
corporate or U.S. government bonds, bank CDs, money market accounts or money
market funds, or with performance data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc. or various publications, each of which has
characteristics that may differ from those of the Trusts. Information on
percentage changes in the dollar value of Units may be included from time to
time in advertisements, sales literature, reports and other information
furnished to current or prospective Unitholders. Total return figures may not be
averaged and may not reflect deduction of the sales charge, which would decrease
return. No provision is made for any income taxes payable. Past performance may
not be indicative of future results. The Trust portfolios are not managed and
Unit price and return fluctuate with the value of common stocks in the
portfolios, so there may be a gain or loss when Units are sold. As with other
performance data, performance comparisons should not be considered
representative of the Trust's relative performance for any future period.

TAXATION
- --------------------------------------------------------------------------------

General. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as capital assets
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in a
Trust.
For purposes of the following discussion and opinions, it is assumed that
each Security is equity for federal income tax purposes. In the opinion of
Chapman and Cutler, special counsel for the Sponsor, under existing law:
1. Each Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of a Trust under the Code; and the income of each
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Security when such income is considered to be received by a
Trust.
2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each Security when such dividends are considered to
be received by a Trust regardless of whether such dividends are used to pay a
portion of any deferred sales charge imposed. Unitholders will be taxed in this
manner regardless of whether distributions from a Trust are actually received by
the Unitholder or are automatically reinvested (see "Rights of
Unitholders--Reinvestment Option").
3. Each Unitholder will have a taxable event when a Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder from a Trust as
described below). The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
a Trust (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units) in order to determine
his initial tax basis for his pro rata portion of each Security held by a Trust.
Unitholders should consult their own tax advisers with regard to the calculation
of basis. For federal income tax purposes, a Unitholder's pro rata portion of
the dividends, as defined by Section 316 of the Code, paid by a corporation with
respect to a Security held by a Trust is taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits". A
Unitholder's pro rata portion of dividends paid on such Security which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Security shall generally be treated as
capital gain. In general, the holding period for such capital gain will be
determined by the period of time a Unitholder has held his Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Trust will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Trust will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). In particular, a Rollover Unitholder should be aware
that a Rollover Unitholder's loss, if any, incurred in connection with the
exchange of Units for units in the next new series of the Trusts (the "New
Fund") will generally be disallowed with respect to the disposition of any
Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in the New Fund in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition. However, any
gains incurred in connection with such an exchange by a Rollover Unitholder
would be recognized. Unitholders should consult their tax advisers regarding the
recognition of gains and losses for federal income tax purposes.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trusts is deferred. The income (or proceeds from redemption) a
Unitholder must take into account for federal income tax purposes is not reduced
by amounts deducted to pay the deferred sales charge. Unitholders should consult
their own tax advisers as to the income tax consequences of any deferred sales
charge imposed.
Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such Unitholder's
pro rata portion of dividends received by a Trust (to the extent such dividends
are taxable as ordinary income, as discussed above, and are attributable to
domestic corporations) in the same manner as if such corporation directly owned
the Securities paying such dividends (other than corporate Unitholders, such as
"S" corporations, which are not eligible for the deduction because of their
special characteristics and other than for purposes of special taxes such as the
accumulated earnings tax and the personal holding corporation tax). However, a
corporation owning Units should be aware that Sections 246 and 246A of the Code
impose additional limitations on the eligibility of dividends for the 70%
dividends received deduction. These limitations include a requirement that stock
(and therefore Units) must generally be held at least 46 days (as determined
under Section 246(c) of the Code). Final regulations have been issued which
address special rules that must be considered in determining whether the 46 day
holding period requirement is met. Moreover, the allowable percentage of the
deduction will be reduced from 70% if a corporate Unitholder owns certain stock
(or Units) the financing of which is directly attributable to indebtedness
incurred by such corporation. Unitholders should consult with their tax advisers
with respect to the limitations on and possible modifications to the dividends
received deduction.
To the extent dividends received by a Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by the
Unitholder to the same extent as though the expense had been paid directly by
him. It should be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of a
Trust as miscellaneous itemized deductions subject to this limitation.
Recognition of Taxable Gain or Loss Upon
Disposition of Securities by a Trust or Disposition of Units. As discussed
above, a Unitholder may recognize taxable gain (or loss) when a Security is
disposed of by a Trust or if the Unitholder disposes of a Unit (although losses
incurred by Rollover Unitholders may be subject to disallowance, as discussed
above). The Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Tax Act") provides that for taxpayers other than corporations, net capital
gain (which is defined as net long-term capital gain over net short-term capital
loss for the taxable year) realized from property (with certain exclusions) is
subject to a maximum marginal stated tax rate of 20% (10% in the case of certain
taxpayers in the lowest tax bracket). Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes for determining the
holding period of the Unit. Capital gains realized from assets held for one year
or less are taxed at the same rates as ordinary income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust involved including his
pro rata portion of all Securities represented by a Unit. The Taxpayer Relief
Act of 1997 (the "1997 Tax Act") includes provisions that treat certain
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting national principal contracts, futures or
forward contracts, or similar transactions) as constructive sales for purposes
of recognition of gain (but not loss) and for purposes of determining the
holding period. Unitholders should consult their own tax advisers with regard to
any such constructive sales rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of a Trust. As discussed in "Rights of Unitholders--Redemption of
Units," under certain circumstances a Unitholder tendering Units for redemption
may request an in kind distribution of certain Securities in a Trust. A
Unitholder may also under certain circumstances request an in kind distribution
of certain Securities in a Trust upon the termination of such Trust. A
Unitholder will receive cash representing his pro rata portion of the foreign
Securities in a Trust. See "Rights of Unitholders--Redemption of Units". The
Unitholder requesting an in kind distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of such in kind
distribution will be reduced by the amount of the Distribution Expenses. See
"Rights of Unitholders--Redemption of Units". As previously discussed, prior to
the redemption of Units or the termination of a Trust, a Unitholder is
considered as owning a pro rata portion of each of such Trust's assets for
federal income tax purposes. The receipt of an in kind distribution will result
in a Unitholder receiving an undivided interest in whole shares of stock plus,
possibly, cash.
The potential tax consequences that may occur under an in kind distribution
with respect to each Security owned by a Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
a Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security or for a foreign Security held by a Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his tax basis in such
fractional share of a Security or such foreign Security held by such Trust.
Because each Trust will own many Securities, a Unitholder who requests an in
kind distribution will have to analyze the tax consequences with respect to each
Security owned by such Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by such Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.
Rollover Unitholders. As discussed in "Rights of Unitholders--Special
Redemption and Rollover," a Unitholder may elect to become a Rollover
Unitholder. To the extent a Rollover Unitholder exchanges his Units for Units of
the New Fund in a taxable transaction, such Unitholder will recognize gains, if
any, but generally will not be entitled to a deduction for any losses recognized
upon the disposition of any Securities pursuant to such exchange to the extent
that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the New
Fund in the manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending 30 days after
such disposition under the wash sale provisions contained in Section 1091 of the
Code. In the event a loss is disallowed under the wash sale provisions, special
rules contained in Section 1091(d) of the Code apply to determine the
Unitholder's tax basis in the securities acquired. Rollover Unitholders are
advised to consult their tax advisers.
Computation of the Unitholder's Tax Basis.
Initially, a Unitholder's tax basis in his Units will generally equal the price
paid by such Unitholder for his Units. The cost of the Units is allocated among
the Securities held in a Trust in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest the date the
Units are purchased in order to determine such Unitholder's tax basis for his
pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by a Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary income
as described above.
Other Matters. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by a Trust to such
Unitholder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by a Trust (other than those that
are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the gross
income of the foreign corporation for a three-year period ending with the close
of its taxable year preceding payment was not effectively connected to the
conduct of a trade or business within the United States. In addition, such
earnings may be exempt from U.S. withholding pursuant to a specific treaty
between the United States and a foreign country. Non-U.S. Unitholders should
consult their own tax advisers regarding the imposition of U.S. withholding on
distributions from a Trust.
It should be noted that payments to the Trusts of dividends on Securities
that are attributable to foreign corporations may be subject to foreign
withholding taxes and Unitholders should consult their tax advisers regarding
the potential tax consequences relating to the payment of any such withholding
taxes by the Trusts. Any dividends withheld as a result thereof will
nevertheless be treated as income to the Unitholders. Because, under the grantor
trust rules, an investor is deemed to have paid directly his share of foreign
taxes that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. The 1997 Tax Act imposes a required holding period for such credits.
Investors should consult their tax advisers with respect to foreign withholding
taxes and foreign tax credits.
At the termination of a Trust, the Trustee will furnish to each Unitholder of
such Trust a statement containing information relating to the dividends received
by such Trust on the Securities, the gross proceeds received by such Trust from
the disposition of any Security (resulting from redemption or the sale of any
Security), and the fees and expenses paid by such Trust. The Trustee will also
furnish annual information returns to Unitholders and to the Internal Revenue
Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
In the opinion of special counsel to the Fund for New York tax matters, each
Trust is not an association taxable as a corporation and the income of the
Trusts will be treated as the income of the Unitholders under the existing
income tax laws of the State and City of New York.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholders") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
in one of the Trusts that (a) is (i) for United States federal income tax
purposes a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unitholder in
paragraph (a) but whose income from a Unit is effectively connected with such
Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable. Unitholders should consult their tax advisers
regarding potential foreign, state or local taxation with respect to the Units.

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

Compensation of Sponsor, Supervisor and Evaluator. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen unit investment
trusts in any calendar year exceed the aggregate cost of providing these
services in that year.
Trustee's Fee. For its services the Trustee will receive the fee from each
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to each Trust is
expected to result from the use of these funds.
Miscellaneous Expenses. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad faith
or wilful misconduct on its part, (g) foreign custodial and transaction fees,
(h) costs associated with liquidating the securities held in a Trust portfolio
and (i) expenditures incurred in contacting Unitholders upon termination of a
Trust. The DowSM Trusts will also pay a license fee to Dow Jones & Company, Inc.
for use of certain service marks of Dow Jones & Company, Inc.
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
- --------------------------------------------------------------------------------

Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Trustee
and as special counsel for New York tax matters.
Independent Certified Public Accountants. The statements of condition and
the related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

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

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

TABLE OF CONTENTS
- -------------------------------------------------------------------------------

Title Page
Summary of Essential Financial Information.. 2
Fee Table................................... 3
The DowSM Strategic 10 Trust................ 4
The DowSM Strategic 5 Trust................. 6
Strategic Picks Opportunity Trust........... 8
EAFESMStrategic 20 Trust.................... 10
Euro Strategic 20 Trust..................... 12
Notes to Hypothetical Performance Tables.... 14
Notes to Portfolios......................... 14
The Securities.............................. 15
Report of Independent Certified
Public Accountants....................... 20
Statements of Condition .................... 21
The Trusts.................................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-4
Rights of Unitholders....................... A-8
Trust Administration........................ A-10
Taxation.................................... A-12
Trust Operating Expenses.................... A-16
Other Matters............................... A-17
Additional Information...................... A-17
- --------------
When Units of the Trusts are no longer available this prospectus may be used as
a preliminary prospectus for a future Trust. If this prospectus is used for
future Trusts you should note the following:

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

EMSPRO135
PROSPECTUS
- --------------------------------------------------------------------------------

February 9, 1999

Van Kampen
Focus Portfolios

The DowSM Strategic 10 Trust,
February 1999 Series

The DowSM Strategic 5 Trust,
February 1999Series

Strategic Picks Opportunity Trust,
February 1999Series

EAFESM Strategic 20 Trust,
February 1999 Series

EuroStrategic 20 Trust,
February 1999 Series

Van Kampen Funds Inc.

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this prospectus for future reference