VAN KAMPEN FOCUS PORTFOLIOS SERIES 188, 487, 1999-11-10

VAN KAMPEN FOCUS PORTFOLIOS SERIES 188
487, 1999-11-10

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MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 188

The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of Van
Kampen Focus Portfolios, Series 188 on November 10, 1999. An effort has been
made to set forth below each of the major changes and also to reflect the same
by blacklining the marked counterparts of the Prospectus submitted with the
Amendment.

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

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

Pages 4-19. Revisions have been made and the portfolios have been
completed.

Pages 20-35. The descriptions of the Securities issuers have been
completed.

Pages 36-39. The Report of Independent Certified Public Accountants
and Statements of Condition have been completed.

FILE NO. 333-89023
CIK #1025343

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

Amendment No. 1
to
Form S-6

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

A. Exact Name of Trust: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 188

B. Name of Depositor: VAN KAMPEN FUNDS INC.

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

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

D. Name and complete address of agents for service:

CHAPMAN AND CUTLER VAN KAMPEN FUNDS INC.
Attention: Mark J. Kneedy Attention: A. Thomas Smith III, General Counsel
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181

E. Title of securities being registered: Units of proportionate interest

F. Approximate date of proposed sale to the public:

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

/ X / Check box if it is proposed that this filing will become effective at 2:00
p.m. on November 10, 1999 pursuant to Rule 487.

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

Internet Trust
Series 17A
Series 17B

New Frontier Utility Trust
Series 8A
Series 8B

Pharmaceutical Trust
Series 8A
Series 8B

Telecommunications & Bandwidth Trust
Series 8A
Series 8B

Morgan Stanley High-Technology
35 IndexSM Trust
Series 9A
Series 9B

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

Van Kampen Focus Portfolios, Series 188 includes the unit investment trusts
described above (the "Trusts"). Each Trust seeks to increase the value of your
investment by investing in a diversified portfolio of common stocks of companies
within a particular industry. We offer each portfolio in two separate Trusts
with different maturity options. Series A Trusts terminate in 15 months for
investors with shorter investment horizons. Series B Trusts terminate in five
years for investors with longer investment horizons. Of course, we cannot
guarantee that a Trust will achieve its objective.

November 10, 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
November 10, 1999

Series A Series B
Public Offering Price Trusts Trusts
------------ ------------
Aggregate value of Securities per Unit (1) $ 9.900 $ 9.900
Sales charge 0.295 0.450
Less deferred sales charge 0.195 0.350
Public offering price per Unit (2) $ 10.000 $ 10.000

General Information
Initial Date of Deposit November 10, 1999
Series A Mandatory Termination Date February 20, 2001
Series B Mandatory Termination Date November 11, 2004
Record Dates June 10 and December 10
Distribution Dates June 25 and December 25
<TABLE>
<CAPTION>

Trust Information

Estimated Estimated Estimated
Aggregate Initial Annual Redemption Organizational
Initial Value of Distribution Dividends Price per Costs per
Trust Units (3) Securities (1) per Unit (4) per Unit (4) Unit (5) Unit (1)
------------ -------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>

Internet Series A 15,142 $ 149,905 N/A $ .00053 $ 9.69 $ 0.00893
Internet Series B 15,142 $ 149,905 N/A $ .00053 $ 9.54 $ 0.01722
High-Tech Index Series A 14,802 $ 146,543 N/A $ .01129 $ 9.70 $ 0.00848
High-Tech Index Series B 14,802 $ 146,543 N/A $ .01129 $ 9.54 $ 0.01357
New Frontier Utility Series A 15,009 $ 148,585 $ .11 $ .19863 $ 9.70 $ 0.02475
New Frontier Utility Series B 15,009 $ 148,585 $ .11 $ .19863 $ 9.55 $ 0.00808
Pharmaceutical Series A 14,866 $ 147,164 $ .05 $ .08701 $ 9.70 $ 0.02965
Pharmaceutical Series B 14,866 $ 147,164 $ .05 $ .08701 $ 9.55 $ 0.02930
Telecommunications Series A 14,967 $ 148,170 N/A $ .00351 $ 9.69 $ 0.00916
Telecommunications Series B 14,967 $ 148,170 N/A $ .00351 $ 9.54 $ 0.01563
</TABLE>

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

(1) Each Security is valued at the most recent closing sale price on its
principal trading exchange or at the most recent asked price if not listed
on the last business day before the Initial Date of Deposit. You will bear
all or a portion of the expenses incurred in organizing and offering your
Trust. The public offering price includes the estimated amount of these
costs. The Trustee will deduct these expenses from your Trust at the end of
the initial offering period (approximately three months). The estimated
amount for each Trust 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) At the close of the New York Stock Exchange on the Initial Date of Deposit,
the number of Units may be adjusted so that the public offering price per
Unit equals $10. The number of Units and fractional interest of each Unit
in a Trust will increase or decrease to the extent of any adjustment.

(4) This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".

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

Fee Table
Series A Series B
Trusts Trusts
------------------------------
Transaction Fees (as % of offering price)
<S> <C> <C>
Initial sales charge (1)........................................................... 1.00% 1.00%
Deferred sales charge (2).......................................................... 1.95% 3.50%
------------------------------

Maximum sales charge............................................................... 2.95% 4.50%
==============================

Maximum sales charge on reinvested dividends....................................... 1.95% 3.50%
==============================
</TABLE>
<TABLE>
<CAPTION>

Trustee's Fee Supervisory Estimated Total
and Operating and Evaluation Annual Expenses
Estimated Annual Expenses per Unit Expenses Fees per Unit
-------------- ------------- ------------
<S> <C> <C> <C>
Internet Series A................................. $ 0.00909 $ 0.005 $ 0.01409
Internet Series B................................. $ 0.01088 $ 0.005 $ 0.01588
High-Tech Index Series A.......................... $ 0.00921 $ 0.005 $ 0.01421
High-Tech Index Series B.......................... $ 0.01050 $ 0.005 $ 0.01550
New Frontier Utility Series A..................... $ 0.02025 $ 0.005 $ 0.02525
New Frontier Utility Series B..................... $ 0.03692 $ 0.005 $ 0.04192
Pharmaceutical Series A........................... $ 0.01153 $ 0.005 $ 0.01653
Pharmaceutical Series B........................... $ 0.01570 $ 0.005 $ 0.02070
Telecommunications Series A....................... $ 0.00932 $ 0.005 $ 0.01432
Telecommunications Series B....................... $ 0.01088 $ 0.005 $ 0.01588
</TABLE>
<TABLE>
<CAPTION>

Estimated Costs Over Time (3) One Year Three Years Five Years Ten Years
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Internet Series A................................. $ 32 $ 77 N/A N/A
Internet Series B................................. $ 48 $ 52 $ 56 N/A
High-Tech Index Series A.......................... $ 32 $ 77 N/A N/A
High-Tech Index Series B.......................... $ 48 $ 52 $ 56 N/A
New Frontier Utility Series A..................... $ 35 $ 85 N/A N/A
New Frontier Utility Series B..................... $ 50 $ 58 $ 68 N/A
Pharmaceutical Series A........................... $ 34 $ 84 N/A N/A
Pharmaceutical Series B........................... $ 50 $ 54 $ 58 N/A
Telecommunications Series A....................... $ 32 $ 77 N/A N/A
Telecommunications Series B....................... $ 48 $ 52 $ 56 N/A
</TABLE>

This fee table is intended to assist you in understanding the costs that you
will bear and to present a comparison of fees. The "Estimated Costs Over Time"
example illustrates the expenses you would pay on a $1,000 investment assuming a
5% annual return and redemption at the end of each period. This example assumes
that you reinvest all distributions at the end of each year. The Series A Trust
examples assume that you reinvest your investment into a new trust when the
Trust terminates at the end of each 15-month period. 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 for Series A Trusts is actually equal to $0.195
per Unit. The deferred sales charge for Series B Trusts is actually equal
to $0.35 per Unit. These amounts will exceed the percentages 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 from February 10, 2000 through October
9, 2000. Your Trust pays a proportionate amount of this charge on the 10th
day of each month beginning in the accrual period until paid in full.

(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.

Internet Trusts

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

o Manufacturers or providers of enabling technology

o Access equipment

o Communications equipment

o Service providers

o Access and value-added services

o Commerce and value-added services

o Software and network services

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

o The internet audience to increase from 100 million by the end of 1998
to 320 million by 2002

o The percentage of World Wide Web users making purchases online to grow
from 26% in 1997 to 40% in 2002

o World Wide Web commerce to increase from $2.6 billion in 1996 to $400
billion in 2002 (International Data Corporation)

Of course, we cannot guarantee that your Trust
will achieve its objective. The value of your Units may
fall below the price you paid for the Units. Stocks of internet-related
companies have been subject to extreme price volatility and speculative trading.
These Trusts are appropriate for aggressive investors or as an aggressive growth
component of your investment portfolio. You should read the "Risk Factors"
section before you invest.

Two Maturity Options. Because different investors have different investment
horizons, we offer two portfolios with different maturities that invest in the
same companies. You should consider Series A if you intend to hold your
investment for 15 months or less. You should consider Series B if you intend to
hold your investment for approximately five years. In either case, you should
consider the impact of price volatility when selecting the appropriate Series.
While Series A and Series B invest in the same companies, they are separate
portfolios and have different sales charges and expenses. As a result, the
performance and exact composition of each Trust may differ.

Series A 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>
20 Akamai Technologies, Inc. $ 189.875 0.00% $ 3,797.50
50 Amazon.com, Inc. 70.813 0.00 3,540.63
26 America Online, Inc. 145.625 0.00 3,786.25
45 Applied Micro Circuits Corporation 82.750 0.00 3,723.75
20 Ariba, Inc. 202.313 0.00 4,046.25
24 Broadcom Corporation 158.875 0.00 3,813.00
42 BroadVision, Inc. 89.250 0.00 3,748.50
13 Brocade Communications Systems, Inc. 312.063 0.00 4,056.81
50 Cisco Systems, Inc. 74.250 0.00 3,712.50
69 Conexant Systems, Inc. 54.000 0.00 3,726.00
25 DoubleClick, Inc. 142.063 0.00 3,551.56
51 EMC Corporation 74.000 0.00 3,774.00
20 Emulex Corporation 186.313 0.00 3,726.25
41 Exodus Communications, Inc. 92.938 0.00 3,810.44
43 Gemstar International Group, Ltd. 86.063 0.00 3,700.69
32 Inktomi Corporation 116.250 0.00 3,720.00
20 JDS Uniphase Corporation 184.813 0.00 3,696.25
14 Juniper Networks, Inc. 267.375 0.00 3,743.25
44 MCI WorldCom, Inc. 85.188 0.00 3,748.25
43 Microsoft Corporation 88.875 0.00 3,821.63
25 Network Solutions, Inc. 148.125 0.00 3,703.13
54 Nortel Networks Corporation 67.813 0.22 3,661.88
13 Phone.com, Inc. 278.500 0.00 3,620.50
38 PMC-Sierra, Inc 99.938 0.00 3,797.63
31 QLogic Corporation 124.000 0.00 3,844.00
99 Qwest Communications International, Inc. 37.250 0.00 3,687.75
27 RealNetworks, Inc. 126.938 0.00 3,427.31
30 Redback Networks, Inc. 124.250 0.00 3,727.50
51 Sapient Corporation 71.813 0.00 3,662.44
32 Scient Corporation 124.000 0.00 3,968.00
29 SDL, Inc. 130.000 0.00 3,770.00
33 Sun Microsystems, Inc. 112.313 0.00 3,706.31
16 Sycamore Networks, Inc. 240.500 0.00 3,848.00
23 VeriSign, Inc. 158.063 0.00 3,635.44
34 VERITAS Software Corporation 114.875 0.00 3,905.75
43 Verity, Inc 90.125 0.00 3,875.38
35 Viant Corporation 107.000 0.00 3,745.00
22 Vignette Corporation 170.438 0.00 3,749.63
76 Vitesse Semiconductor Corporation 47.750 0.00 3,629.00
19 Yahoo!, Inc. 194.563 0.00 3,696.69
- - - - ---------- -----------
1,422 $ 149,904.85
========== ============
</TABLE>

See "Notes to Portfolios".

Series B 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>
20 Akamai Technologies, Inc. $ 189.875 0.00% $ 3,797.50
50 Amazon.com, Inc. 70.813 0.00 3,540.63
26 America Online, Inc. 145.625 0.00 3,786.25
45 Applied Micro Circuits Corporation 82.750 0.00 3,723.75
20 Ariba, Inc. 202.313 0.00 4,046.25
24 Broadcom Corporation 158.875 0.00 3,813.00
42 BroadVision, Inc. 89.250 0.00 3,748.50
13 Brocade Communications Systems, Inc. 312.063 0.00 4,056.81
50 Cisco Systems, Inc. 74.250 0.00 3,712.50
69 Conexant Systems, Inc. 54.000 0.00 3,726.00
25 DoubleClick, Inc. 142.063 0.00 3,551.56
51 EMC Corporation 74.000 0.00 3,774.00
20 Emulex Corporation 186.313 0.00 3,726.25
41 Exodus Communications, Inc. 92.938 0.00 3,810.44
43 Gemstar International Group, Ltd. 86.063 0.00 3,700.69
32 Inktomi Corporation 116.250 0.00 3,720.00
20 JDS Uniphase Corporation 184.813 0.00 3,696.25
14 Juniper Networks, Inc. 267.375 0.00 3,743.25
44 MCI WorldCom, Inc. 85.188 0.00 3,748.25
43 Microsoft Corporation 88.875 0.00 3,821.63
25 Network Solutions, Inc. 148.125 0.00 3,703.13
54 Nortel Networks Corporation 67.813 0.22 3,661.88
13 Phone.com, Inc. 278.500 0.00 3,620.50
38 PMC-Sierra, Inc 99.938 0.00 3,797.63
31 QLogic Corporation 124.000 0.00 3,844.00
99 Qwest Communications International, Inc. 37.250 0.00 3,687.75
27 RealNetworks, Inc. 126.938 0.00 3,427.31
30 Redback Networks, Inc. 124.250 0.00 3,727.50
51 Sapient Corporation 71.813 0.00 3,662.44
32 Scient Corporation 124.000 0.00 3,968.00
29 SDL, Inc. 130.000 0.00 3,770.00
33 Sun Microsystems, Inc. 112.313 0.00 3,706.31
16 Sycamore Networks, Inc. 240.500 0.00 3,848.00
23 VeriSign, Inc. 158.063 0.00 3,635.44
34 VERITAS Software Corporation 114.875 0.00 3,905.75
43 Verity, Inc 90.125 0.00 3,875.38
35 Viant Corporation 107.000 0.00 3,745.00
22 Vignette Corporation 170.438 0.00 3,749.63
76 Vitesse Semiconductor Corporation 47.750 0.00 3,629.00
19 Yahoo!, Inc. 194.563 0.00 3,696.69
- - - - ---------- -----------
1,422 $ 149,904.85
========== ============
</TABLE>

See "Notes to Portfolios".

Morgan Stanley High-Technology 35 IndexSM Trusts

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

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

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

Rebalancing. Morgan Stanley rebalances the index to an equal weighting per
company on the third Friday of each December. This allows stocks that appreciate
during the year to command increasing influence in the index while guarding
against the long-term negatives of a market-capitalization weighted index. We
will not rebalance your Trust portfolio annually. Changes in the index will not
necessarily result in changes in your portfolio. However, we may offer
additional portfolios each year that include the current index components and
weightings.

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

Series A 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>
57 3Com Corporation $ 31.500 0.00% $ 1,795.50
38 Amazon.com, Inc. 70.813 0.00 2,690.88
48 America Online, Inc. 145.625 0.00 6,990.00
54 Applied Materials, Inc. 99.438 0.00 5,369.63
65 Automatic Data Processing, Inc. 48.125 0.63 3,128.13
30 Broadcom Corporation 158.875 0.00 4,766.25
53 Cisco Systems, Inc. 74.250 0.00 3,935.25
56 Compaq Computer Corporation 20.750 0.39 1,162.00
67 Computer Associates International, Inc. 58.688 0.14 3,932.06
37 Computer Sciences Corporation 65.625 0.00 2,428.13
82 Dell Computer Corporation 40.563 0.00 3,326.13
55 Electronic Arts, Inc. 84.688 0.00 4,657.81
53 Electronic Data Systems Corporation 63.250 0.95 3,352.25
63 EMC Corporation 74.000 0.00 4,662.00
90 First Data Corporation 44.750 0.18 4,027.50
38 Hewlett-Packard Company 77.688 0.82 2,952.13
44 Intel Corporation 80.125 0.15 3,525.50
30 International Business Machines Corporation 93.625 0.51 2,808.75
116 Intuit, Inc. 31.063 0.00 3,603.25
49 Lucent Technologies, Inc. 72.563 0.11 3,555.56
48 Micron Technology, Inc. 76.500 0.00 3,672.00
39 Microsoft Corporation 88.875 0.00 3,466.13
42 Motorola, Inc. 110.500 0.43 4,641.00
106 Nortel Networks Corporation 67.813 0.22 7,188.13
98 Oracle Corporation 58.500 0.00 5,733.00
157 Parametric Technology Corporation 20.000 0.00 3,140.00
145 PeopleSoft, Inc. 16.438 0.00 2,383.44
73 Seagate Technology, Inc. 34.313 0.00 2,504.81
62 Solectron Corporation 82.500 0.00 5,115.00
4 58 STMicroelectronics N.V. 108.500 0.06 6,293.00
60 Sun Microsystems, Inc. 112.313 0.00 6,738.75
78 Tellabs, Inc. 70.000 0.00 5,460.00
62 Texas Instruments Incorporated 93.500 0.18 5,797.00
85 Xilinx, Inc. 85.500 0.00 7,267.50
23 Yahoo!, Inc. 194.563 0.00 4,474.94
- - - - ---------- -----------
2,261 $ 146,543.41
========== ============
</TABLE>

See "Notes to Portfolios".

Series B 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>
57 3Com Corporation $ 31.500 0.00% $ 1,795.50
38 Amazon.com, Inc. 70.813 0.00 2,690.88
48 America Online, Inc. 145.625 0.00 6,990.00
54 Applied Materials, Inc. 99.438 0.00 5,369.63
65 Automatic Data Processing, Inc. 48.125 0.63 3,128.13
30 Broadcom Corporation 158.875 0.00 4,766.25
53 Cisco Systems, Inc. 74.250 0.00 3,935.25
56 Compaq Computer Corporation 20.750 0.39 1,162.00
67 Computer Associates International, Inc. 58.688 0.14 3,932.06
37 Computer Sciences Corporation 65.625 0.00 2,428.13
82 Dell Computer Corporation 40.563 0.00 3,326.13
55 Electronic Arts, Inc. 84.688 0.00 4,657.81
53 Electronic Data Systems Corporation 63.250 0.95 3,352.25
63 EMC Corporation 74.000 0.00 4,662.00
90 First Data Corporation 44.750 0.18 4,027.50
38 Hewlett-Packard Company 77.688 0.82 2,952.13
44 Intel Corporation 80.125 0.15 3,525.50
30 International Business Machines Corporation 93.625 0.51 2,808.75
116 Intuit, Inc. 31.063 0.00 3,603.25
49 Lucent Technologies, Inc. 72.563 0.11 3,555.56
48 Micron Technology, Inc. 76.500 0.00 3,672.00
39 Microsoft Corporation 88.875 0.00 3,466.13
42 Motorola, Inc. 110.500 0.43 4,641.00
106 Nortel Networks Corporation 67.813 0.22 7,188.13
98 Oracle Corporation 58.500 0.00 5,733.00
157 Parametric Technology Corporation 20.000 0.00 3,140.00
145 PeopleSoft, Inc. 16.438 0.00 2,383.44
73 Seagate Technology, Inc. 34.313 0.00 2,504.81
62 Solectron Corporation 82.500 0.00 5,115.00
4 58 STMicroelectronics N.V. 108.500 0.06 6,293.00
60 Sun Microsystems, Inc. 112.313 0.00 6,738.75
78 Tellabs, Inc. 70.000 0.00 5,460.00
62 Texas Instruments Incorporated 93.500 0.18 5,797.00
85 Xilinx, Inc. 85.500 0.00 7,267.50
23 Yahoo!, Inc. 194.563 0.00 4,474.94
- - - - ---------- -----------
2,261 $ 146,543.41
========== ============
</TABLE>

See "Notes to Portfolios".

New Frontier Utility Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies diversified within the utility
industry. We selected stocks of companies from internet, cable, electric, gas
and telephone utility companies. The utility industry has experienced an
increase in deregulation in recent years. Regulatory bodies once protected
electric utilities but now these companies are being forced to find innovative
ways to thrive in an increasingly competitive market place. Consolidation,
technological advances and increased competition are pushing utility companies
into a variety of other businesses such as long distance and local telephone and
cable.

We believe that the transformation of the utility industry is still in its
infancy. We believe that traditional electric utilities possess a significant
amount of under-utilized fiber-optic cable. Fiber-optic cable allows data to be
sent as colored light pulses through a cable thinner than a pencil. This wire
was formerly used to monitor equipment across the electric utility service
territories and is only now beginning to be utilized to diversify into other
businesses. Fiber-optic cables provide the bandwidth that companies need to
compete in the developing data and voice transmission business segments. This
may allow utility companies to consolidate into full service providers for all
utility, telephone, cable and information needs. Consider these factors:

o More than 100 electric utilities currently offer Internet access.
(Wall Street Journal, September 21, 1998)

o Sophisticated electronics that could carry a few thousand telephone
calls 15 years ago can now carry more than 1 million at one time. (Dow
Jones Interactive)

o Electric utility companies own more than 40,000 miles of fiber-optic
cable, They have the nation's third largest telecommunications
infrastructure. (Forbes, April 1999)

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

Series A 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>
41 America Online, Inc. $ 145.625 0.00% $ 5,970.63
129 At Home Corporation 46.063 0.00 5,942.06
128 BellSouth Corporation 46.625 1.63 5,968.00
96 Calpine Corporation 62.313 0.00 5,982.00
175 Carolina Power & Light Company 33.688 5.94 5,895.31
147 CenturyTel, Inc. 40.500 0.44 5,953.50
+ 76 China Telecom Limited 78.250 0.00 5,947.00
242 Cincinnati Bell, Inc. 26.000 0.00 6,292.00
112 CoreComm Limited 53.188 0.00 5,957.00
133 Cox Communications, Inc. 44.875 0.00 5,968.38
109 Duke Energy Corporation 54.125 4.06 5,899.63
211 Edison International 28.500 3.79 6,013.50
236 Energy East Corporation 24.875 3.38 5,870.50
152 Enron Corporation 39.250 1.27 5,966.00
204 Entergy Corporation 28.938 4.15 5,903.25
134 Florida Progress Corporation 44.500 4.90 5,963.00
139 McLeodUSA, Inc. 42.813 0.00 5,950.94
328 Minnesota Power, Inc. 18.000 5.94 5,904.00
219 Montana Power Company 28.063 2.85 6,145.69
67 Nextel Communications, Inc. 89.063 0.00 5,967.19
96 NEXTLINK Communications, Inc. 57.625 0.00 5,532.00
228 Potomac Electric Power Company 25.813 6.43 5,885.25
230 PP&L Resources, Inc. 25.750 3.88 5,922.50
+ 62 Telephonos de Mexico SA 95.125 1.59 5,897.75
64 United States Cellular Corporation 92.000 0.00 5,888.00
- - - - ---------- -----------
3,758 $ 148,585.08
========== ============
</TABLE>

See "Notes to Portfolios".

Series B 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>
41 America Online, Inc. $ 145.625 0.00% $ 5,970.63
129 At Home Corporation 46.063 0.00 5,942.06
128 BellSouth Corporation 46.625 1.63 5,968.00
96 Calpine Corporation 62.313 0.00 5,982.00
175 Carolina Power & Light Company 33.688 5.94 5,895.31
147 CenturyTel, Inc. 40.500 0.44 5,953.50
+ 76 China Telecom Limited 78.250 0.00 5,947.00
242 Cincinnati Bell, Inc. 26.000 0.00 6,292.00
112 CoreComm Limited 53.188 0.00 5,957.00
133 Cox Communications, Inc. 44.875 0.00 5,968.38
109 Duke Energy Corporation 54.125 4.06 5,899.63
211 Edison International 28.500 3.79 6,013.50
236 Energy East Corporation 24.875 3.38 5,870.50
152 Enron Corporation 39.250 1.27 5,966.00
204 Entergy Corporation 28.938 4.15 5,903.25
134 Florida Progress Corporation 44.500 4.90 5,963.00
139 McLeodUSA, Inc. 42.813 0.00 5,950.94
328 Minnesota Power, Inc. 18.000 5.94 5,904.00
219 Montana Power Company 28.063 2.85 6,145.69
67 Nextel Communications, Inc. 89.063 0.00 5,967.19
96 NEXTLINK Communications, Inc. 57.625 0.00 5,532.00
228 Potomac Electric Power Company 25.813 6.43 5,885.25
230 PP&L Resources, Inc. 25.750 3.88 5,922.50
+ 62 Telephonos de Mexico SA 95.125 1.59 5,897.75
64 United States Cellular Corporation 92.000 0.00 5,888.00
- - - - ---------- -----------
3,758 $ 148,585.08
========== ============
</TABLE>

See "Notes to Portfolios".

Pharmaceutical Trusts

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

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

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

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

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

o The Food and Drug Administration (FDA) has established procedures to
speed up review times. Approval times for new drug applications have
declined from an average of 34 months in 1986 to 16.2 months in 1997.
The FDA approved more new drug applications in 1996 than in the
previous ten years.

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

Series A 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>
67 Allergan, Inc. $ 110.000 0.51% $ 7,370.00
116 Alpharma, Inc. 31.125 0.58 3,610.50
69 American Home Products Corporation 52.875 1.74 3,648.38
43 Amgen, Inc. 85.875 0.00 3,692.63
+ 80 AstraZeneca Group Plc 46.188 1.46 3,695.00
63 Bausch & Lomb, Inc. 58.875 1.77 3,709.13
58 Baxter International, Inc. 63.688 1.83 3,693.88
54 Biogen, Inc. 68.313 0.00 3,688.88
52 Biovail Corporation International 70.000 0.00 3,640.00
96 Bristol-Myers Squibb Company 75.563 1.14 7,254.00
99 Eli Lilly and Company 74.625 1.23 7,387.88
146 Forest Laboratories, Inc. 49.938 0.00 7,290.88
49 Genentech, Inc. 76.750 0.00 3,760.75
+ 120 Glaxo Wellcome Plc 61.188 1.91 7,342.50
106 Johnson & Johnson 103.563 1.08 10,977.63
37 MedImmune, Inc. 100.563 0.00 3,720.81
94 Merck & Company, Inc. 78.000 1.49 7,332.00
81 Monsanto Company 44.375 0.27 3,594.38
214 Pfizer, Inc. 35.000 0.91 7,490.00
128 Pharmacia & Upjohn, Inc. 57.563 1.88 7,368.00
181 Priority Healthcare Corporation 20.500 0.00 3,710.50
105 QLT PhotoTherapeutics, Inc. 34.813 0.00 3,655.31
+ 62 Roche Holdings Limited 119.000 0.39 7,378.00
132 Schering-Plough Corporation 55.250 0.90 7,293.00
+ 113 Shire Pharmaceuticals Group Plc 32.625 0.00 3,686.63
+ 103 SmithKline Beecham Plc 71.625 1.33 7,377.38
42 Warner-Lambert Company 90.375 0.89 3,795.75
- - - - ---------- -----------
2,510 $ 147,163.80
========== ============
</TABLE>

See "Notes to Portfolios".

Series B 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>
67 Allergan, Inc. $ 110.000 0.51% $ 7,370.00
116 Alpharma, Inc. 31.125 0.58 3,610.50
69 American Home Products Corporation 52.875 1.74 3,648.38
43 Amgen, Inc. 85.875 0.00 3,692.63
+ 80 AstraZeneca Group Plc 46.188 1.46 3,695.00
63 Bausch & Lomb, Inc. 58.875 1.77 3,709.13
58 Baxter International, Inc. 63.688 1.83 3,693.88
54 Biogen, Inc. 68.313 0.00 3,688.88
52 Biovail Corporation International 70.000 0.00 3,640.00
96 Bristol-Myers Squibb Company 75.563 1.14 7,254.00
99 Eli Lilly and Company 74.625 1.23 7,387.88
146 Forest Laboratories, Inc. 49.938 0.00 7,290.88
49 Genentech, Inc. 76.750 0.00 3,760.75
+ 120 Glaxo Wellcome Plc 61.188 1.91 7,342.50
106 Johnson & Johnson 103.563 1.08 10,977.63
37 MedImmune, Inc. 100.563 0.00 3,720.81
94 Merck & Company, Inc. 78.000 1.49 7,332.00
81 Monsanto Company 44.375 0.27 3,594.38
214 Pfizer, Inc. 35.000 0.91 7,490.00
128 Pharmacia & Upjohn, Inc. 57.563 1.88 7,368.00
181 Priority Healthcare Corporation 20.500 0.00 3,710.50
105 QLT PhotoTherapeutics, Inc. 34.813 0.00 3,655.31
+ 62 Roche Holdings Limited 119.000 0.39 7,378.00
132 Schering-Plough Corporation 55.250 0.90 7,293.00
+ 113 Shire Pharmaceuticals Group Plc 32.625 0.00 3,686.63
+ 103 SmithKline Beecham Plc 71.625 1.33 7,377.38
42 Warner-Lambert Company 90.375 0.89 3,795.75
- - - - ---------- -----------
2,510 $ 147,163.80
========== ============
</TABLE>

See "Notes to Portfolios".

Telecommunications & Bandwidth Trusts

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

Bandwidth measures the connection that links data from one place to another.
With the popularity of the telecommunications and internet sectors increasing,
the demand to send data over these connections is increasing. Greater bandwidth
makes it possible for these industries to operate by passing digital signals
through a medium such as glass fibers at higher capacities. The greater the
bandwidth, the greater the information carrying capacity.

o We believe that in the next few years the telecommunications industry
could develop in a manner similar to that of the computer industry
since the late 1970s. This is partly due to deregulation and increased
competition but is primarily due to the increase in demand for greater
bandwidth resulting from the growth of the Internet.

o Some anticipate that the raw bandwidth available by the year 2000 will
be 10,000 times greater than in 1996. (Source: LIDO).

o Telecommunications speed is currently doubling every 150 days.
(Source: PricewaterhouseCoopers Technology Center).

o The volume of Internet traffic is currently doubling every 100 days.
If this trend continues, the total volume of data carried over the
world's telecommunications infrastructure will exceed that of voice by
2002. (Source: PricewaterhouseCoopers Technology Center; A.D. Little).

There is no assurance that these trends will continue or that expectations
will actually occur. If these trends do not continue or if current expectations
are not realized, your investment could be adversely affected. Of course, we
cannot guarantee that your Trust will achieve its objective. The value of your
Units may fall below the price you paid for the Units. You should read the "Risk
Factors" section before you invest.

Series A 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>
68 Allegiance Telecom, Inc. $ 71.188 0.00% $ 4,840.75
60 Applied Micro Circuits Corporation 82.750 0.00 4,965.00
31 Broadcom Corporation 158.875 0.00 4,925.13
17 Brocade Communications Systems, Inc. 312.063 0.00 5,305.06
66 Cisco Systems, Inc. 74.250 0.00 4,900.50
+ 39 Colt Telecom Group Plc 125.000 0.00 4,875.00
91 Conexant Systems, Inc. 54.000 0.00 4,914.00
58 Corning, Inc. 85.625 0.84 4,966.25
27 Emulex Coporation 186.313 0.00 5,030.44
67 E-Tek Dynamics, Inc. 73.063 0.00 4,895.19
27 Foundry Networks, Inc. 179.875 0.00 4,856.63
65 Gadzoox Networks, Inc. 77.188 0.00 5,017.19
86 Harmonic, Inc. 56.875 0.00 4,891.25
26 JDS Uniphase Corporation 184.813 0.00 4,805.13
18 Juniper Networks, Inc. 267.375 0.00 4,812.75
58 MCI WorldCom, Inc. 85.188 0.00 4,940.88
115 McLeodUSA, Inc. 42.813 0.00 4,923.44
56 Nextel Communications, Inc. 89.063 0.00 4,987.50
80 NEXTLINK Communications, Inc. 57.625 0.00 4,610.00
72 Nortel Networks Corporation 67.813 0.22 4,882.50
50 PMC-Sierra, Inc. 99.938 0.00 4,996.88
227 Price Communications Corporation 20.625 0.00 4,681.88
42 Qlogic Corporation 124.000 0.00 5,208.00
132 Qwest Communications International, Inc. 37.250 0.00 4,917.00
39 SDL, Inc. 130.000 0.00 5,070.00
21 Sycamore Networks, Inc. 240.500 0.00 5,050.50
102 TranSwitch Corporation 49.875 0.00 5,087.25
54 United States Cellular Corporation 92.000 0.00 4,968.00
102 Vitesse Semiconductor Corporation 47.750 0.00 4,870.50
53 Voicestream Wireless Corporation 93.875 0.00 4,975.38
- - - - ---------- -----------
1,949 $ 148,169.98
========== ============
</TABLE>

See "Notes to Portfolios".

Series B 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>
68 Allegiance Telecom, Inc. $ 71.188 0.00% $ 4,840.75
60 Applied Micro Circuits Corporation 82.750 0.00 4,965.00
31 Broadcom Corporation 158.875 0.00 4,925.13
17 Brocade Communications Systems, Inc. 312.063 0.00 5,305.06
66 Cisco Systems, Inc. 74.250 0.00 4,900.50
+ 39 Colt Telecom Group Plc 125.000 0.00 4,875.00
91 Conexant Systems, Inc. 54.000 0.00 4,914.00
58 Corning, Inc. 85.625 0.84 4,966.25
27 Emulex Coporation 186.313 0.00 5,030.44
67 E-Tek Dynamics, Inc. 73.063 0.00 4,895.19
27 Foundry Networks, Inc. 179.875 0.00 4,856.63
65 Gadzoox Networks, Inc. 77.188 0.00 5,017.19
86 Harmonic, Inc. 56.875 0.00 4,891.25
26 JDS Uniphase Corporation 184.813 0.00 4,805.13
18 Juniper Networks, Inc. 267.375 0.00 4,812.75
58 MCI WorldCom, Inc. 85.188 0.00 4,940.88
115 McLeodUSA, Inc. 42.813 0.00 4,923.44
56 Nextel Communications, Inc. 89.063 0.00 4,987.50
80 NEXTLINK Communications, Inc. 57.625 0.00 4,610.00
72 Nortel Networks Corporation 67.813 0.22 4,882.50
50 PMC-Sierra, Inc. 99.938 0.00 4,996.88
227 Price Communications Corporation 20.625 0.00 4,681.88
42 Qlogic Corporation 124.000 0.00 5,208.00
132 Qwest Communications International, Inc. 37.250 0.00 4,917.00
39 SDL, Inc. 130.000 0.00 5,070.00
21 Sycamore Networks, Inc. 240.500 0.00 5,050.50
102 TranSwitch Corporation 49.875 0.00 5,087.25
54 United States Cellular Corporation 92.000 0.00 4,968.00
102 Vitesse Semiconductor Corporation 47.750 0.00 4,870.50
53 Voicestream Wireless Corporation 93.875 0.00 4,975.38
- - - - ---------- ------------
1,949 $ 148,169.98
========== ============
</TABLE>

See "Notes to Portfolios".

Notes to Portfolios

(1) The Securities are initially represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. Contracts to acquire Securities were entered into on
Novembert 9, 1999 and have a settlement date of November 15, 1999 (see "The
Trusts").

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

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
Internet Series A $149,905 $ --
Internet Series B $149,905 $ --
High-Tech Index Series A $146,543 $ --
High-Tech Index Series B $146,543 $ --
New Frontier Utility Series A $148,585 $ --
New Frontier Utility Series B $148,585 $ --
Pharmaceutical Series A $147,226 $ (62)
Pharmaceutical Series B $147,226 $ (62)
Telecommunications Series A $148,170 $ --
Telecommunications Series B $148,170 $ --

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

"4" indicates that the stock is a foreign common stock traded on a U.S.
securities exchange.

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

The Securities. A brief description of each of the issuers of the Securities
is listed below.

Internet Trusts

Akamai Technologies, Inc. Akamai Technologies, Inc. provides global Internet
content delivery service that improves Web site speed and reliability and
protects against Web site crashes due to demand overloads. The company's
FreeFlow service delivers its customers' Web content through a worldwide server
network by locating the content geographically closer to its users.

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

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

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

Ariba, Inc. Ariba, Inc. provides intranet- and Internet-based
business-to-business electronic commerce solutions for operating resources.
Operating resources include information technology and telecommunications
equipment, professional services, facilities and office equipment, and expense
items.

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

BroadVision, Inc. BroadVision, Inc. develops, markets, and supports
application software solutions. The company's solutions manage one-to-one
relationships for the extended enterprise. BroadVision's solutions enable
businesses to use the Internet as a platform to conduct commerce, offer online
financial services, provide self-service, and deliver targeted information.

Brocade Communications Systems, Inc. Brocade Communications Systems, Inc.
provides switching solutions for storage area networks (SAN). The company's
switching solutions utilize the fiber channel interconnect protocol. Brocade's
family of "SilkWorm" switches enables a company to manage growth of its data
storage requirements, improve the data transfer performance, and increase the
size of its SAN.

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

Conexant Systems, Inc. Conexant Systems, Inc. provides semiconductor products
for communications applications. The company develops and manufactures
system-level solutions that use mixed-signal processing technology to combine
analog and digital functions. Conexant's portfolio of applications include
modems, asynchronous transfer mode networking, video, imaging, and digital
subscriber line technology.

DoubleClick, Inc. DoubleClick, Inc. provides Internet advertising solutions
for marketers and Web publishers. The company centralizes planning, execution,
control, tracking, and reporting for online media campaigns. DoubleClick
operates offices in the United States and other countries around the world.

EMC Corporation. EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products store, retrieve,
manage, protect, and share information from all major computing environments,
including UNIX, Windows NT, and mainframe platforms. EMC operates offices around
the world.

Emulex Corporation. Emulex Corporation designs, develops, and supplies a
line of fiber channel host adapters, hubs, application specific integrated
circuits (ASICs), and software products. The company's products enhance access
to and storage of electronic data and applications. Emulex' products are based
on internally-developed ASIC technology and are deployable across a variety of
operating systems.

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

Gemstar International Group Limited. Gemstar International Group Limited
develops, markets, and licenses proprietary technologies aimed at making
technology user-friendly for consumers. The company provides electronic program
guide services all through the television electronic remote control. Gemstar's
product is built into televisions, VCRs, and TV/VCR combination units, and is
licensed to cable and other service providers.

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

JDS Uniphase Corporation. JDS Uniphase Corporation provides advanced
fiberoptic components and modules. The company's products are sold to
telecommunications and cable television system providers worldwide. Products
include semiconductor lasers, high-speed external modulators, transmitters,
amplifiers, couplers, multiplexers, and optical switches. JDS also designs,
manufactures, and markets laser subsystems.

Juniper Networks, Inc. Juniper Networks, Inc. provides Internet
infrastructure solutions for Internet service providers and other
telecommunications service providers. The company delivers next generation
Internet backbone routers that are designed for service provider networks.

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

Microsoft Corporation. Microsoft Corporation develops, manufactures,
licenses, sells, and supports software products. The company offers operating
system software, server application software, business and consumer applications
software, software development tools, and Internet and intranet software.
Microsoft also develops the MSN network of Internet products and services.

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

Nortel Networks Corporation. Nortel Networks Corporation builds and supports
unified, global, high-capacity public and private data networks. The company's
systems employ telephony, Internet protocol technology, and wireline and
wireless networking. Nortel operates worldwide.

Phone.com, Inc. Phone.com, Inc. provides software that enables the delivery
of Internet-based services to mass-market wireless telephones. The company's
software provides access to Internet- and corporate intranet-based services,
including news, stocks, weather, e-mail, travel, and sports to wireless
subscribers. Subscribers also have access via wireless telephones to
intranet-based telephony services.

PMC-Sierra, Inc. PMC-Sierra, Inc. designs, develops, markets, and supports
semiconductor networking solutions. The company's products are used in the high
speed transmission and networking systems which are used to restructure the
global telecommunications and data communications infrastructure.

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

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

RealNetworks, Inc. RealNetworks, Inc. develops and markets software products
and services. The company's software and services enable the creation and
real-time delivery and playback of audio, video, text, animation, and other
media content over the Internet and intranets on both a live and on-demand
basis. Products and services include RealSystem G2, Real Broadcast Network, and
RealJukebox.

Redback Networks, Inc. Redback Networks, Inc. provides advanced networking
solutions. The company's solutions enable carriers, cable multiple system
operators, and service providers to rapidly deploy high-speed broadband access
to the Internet and corporate networks. Redback's subscriber management system
connects and manages subscribers using digital subscriber line, cable, and
wireless technologies.

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

Scient Corporation. Scient Corporation provides professional services called
eBusiness systems innovation. eBusinesses are businesses that combine the reach
of the Internet with both emerging and existing technologies. The company
provides integrated eBusiness strategy and technology implementation services to
clients who are creating eBusinesses or are expanding their existing businesses.

SDL, Inc. SDL, Inc. designs, manufactures, and markets semiconductor lasers,
fiber optic related products, and optoelectronic systems. The company's products
are used in the telecommunications, cable television, dense wavelength division
multiplexing, and satellite communications markets.

Sun Microsystems, Inc. Sun Microsystems, Inc. provides products, services,
and support solutions for building and maintaining network computing
environments. The company sells scalable computer systems, high-speed
microprocessors, and a complete line of high-performance software for operating
network computing equipment and storage products. Sun also provides support,
education, and professional services.

Sycamore Networks, Inc. Sycamore Networks, Inc. develops and markets
software-based optical networking products. The company's customers include
local exchange carriers, incumbent local exchange carriers, long distance
carriers, Internet service providers, cable operators, international telephone
companies, and wholesale carriers.

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

VERITAS Software Corporation. VERITAS Software Corporation designs, develops,
and markets enterprise storage management and high availability products that
manage both on-line and off-line data for business-critical computing systems.
The company's products are marketed to original equipment manufacturers and
end-user customers through resellers, value added resellers, hardware
distributors, and systems integrators.

Verity, Inc. Verity, Inc. develops, markets, and supports knowledge retrieval
software products for corporate intranets and extranets, online publishers and
e-commerce providers, original equipment manufacturers, and independent software
vendors. The company's products manage text-based information residing on their
networks, making corporate content reusable across intranets, the Internet, and
CD-ROM.

Viant Corporation. Viant Corporation designs and develops Internet strategy
solutions, electronic commerce solutions, business partner solutions, and
internal information solutions.

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

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

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

Morgan Stanley High-Technology 35 IndexSM Trusts

3Com Corporation. 3Com Corporation provides broad-based networking systems
and services that connect people and organizations to information across both
local area networks and wide area networks, including the Internet. The
company's products include switches, hubs, remote access systems, routers,
network management software, network interface cards, modems, and handheld
computers.

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

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

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

Compaq Computer Corporation. Compaq Computer Corporation, an information
technology company, develops and markets hardware, software, solutions, and
services. The company's products and solutions include enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communication products, commercial desktop and portable products, and consumer
personal computers.

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

Computer Sciences Corporation. Computer Sciences Corporation provides
information technology services to commercial and government markets. The
company specializes in management consulting, information systems consulting and
integration, and outsourcing.

Dell Computer Corporation. Dell Computer Corporation designs, develops,
manufactures, markets, services, and supports a variety of computer systems.
Computer systems include desktop computer systems, notebook computers,
workstations, and network server and storage products. The company sells its
products and services to corporate, government, medical, and education
customers, as well as individuals.

Electronic Arts, Inc. Electronic Arts, Inc. creates, markets, and distributes
interactive entertainment software for a variety of hardware platforms. The
company markets its products under the Electronic Arts, EA SPORTS, Maxis,
ORIGIN, Bullfrog Productions, Westwood Studios, and Jane's Combat Simulations
brand names.

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

First Data Corporation. First Data Corporation provides electronic commerce
solutions. The company offers a variety of processing solutions, including
credit, debit, check, and pre-paid payments, along with value-added information
and Internet based services.

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

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

International Business Machines Corporation (IBM). International Business
Machines Corporation (IBM) provides customer solutions through the use of
advanced information technology. The company's solutions include technologies,
systems, products, services, software, and financing. IBM offers its products
through its global sales and distribution organization, as well as through a
variety of third party distributors and resellers.

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

Lucent Technologies, Inc. Lucent Technologies, Inc. designs, builds, and
delivers a wide range of public and private networks, communications systems and
software, and data networking systems. The company also designs, builds, and
delivers business telephone systems and microelectronic components. Lucent
conducts its research and development activities through Bell Laboratories.

Micron Technology, Inc. Micron Technology, Inc., through its subsidiaries,
manufactures and markets semiconductor memory and enhancement products for
workstations and personal computers. The company's products include dynamic
random access memory chips (DRAMs), static random access memory chips (SRAMs),
memory modules, graphics accelerators, and radio frequency identification
products.

Motorola, Inc. Motorola, Inc. provides integrated communications solutions
and embedded electronic solutions. The company offers software-enhanced wireless
telephones, two-way radios, messaging and satellite communications products and
systems, as well as networking and Internet-access products. Customers include
consumers, network operators, and commercial, government, and industrial
customers.

Oracle Corporation. Oracle Corporation supplies software for enterprise
information management. The company offers databases and relational servers,
application development and decision support tools, and enterprise business
applications. Oracle's software runs on network computers, personal digital
assistants, set-top devices, work- stations, PCs, minicomputers, mainframes, and
massively parallel computers.

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

PeopleSoft, Inc. PeopleSoft, Inc. designs, develops, markets, and supports
client/server application software products. The company's products are used
throughout large and medium sized organizations and higher education
institutions, as well as government agencies.

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

Solectron Corporation. Solectron Corporation provides integrated solutions
that span the entire product life cycle. The company provides pre-production
planning and design, manufacturing, distribution, and end-of-life product
service and support to electronics original equipment manufacturers around the
world.

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

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

Texas Instruments, Inc. Texas Instruments, Inc. provides semiconductor
products, as well as designs and supplies digital signal processing and analog
technologies. The company also conducts businesses in materials and controls,
educational and productivity solutions, and digital imaging. Texas Instruments
has manufacturing or sales operations in countries around the world.

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

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

New Frontier Utility Trusts

At Home Corporation. At Home Corporation is a global media company providing
consumers content and interactive services via broadband and narrowband Internet
service platforms. The company provides an Internet portal of the @Home service
launch screen and other Internet portals. At Home also provides Internet
services over the cable television infrastructure and Internet, intranet, and
extranet connectivity.

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

Calpine Corporation. Calpine Corporation acquires, develops, owns, and
operates power generation facilities, as well as sells electricity in the United
States. The company also provides thermal energy for industrial customers.

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

CenturyTel, Inc. CenturyTel, Inc., an integrated communications company,
provides local exchange telephone services and wireless telephone services. The
company also provides long distance, Internet access, and security monitoring
services. CenturyTel operates throughout the United States.

China Telecom (Hong Kong) Limited. China Telecom (Hong Kong) Limited provides
cellular telecommunications services in the People's Republic of China.

Cincinnati Bell, Inc. Cincinnati Bell, Inc. provides local, long distance,
data networking and transport, Internet access, and pay phone services, as well
as communications equipment. The company offers its services to both residential
and business customers located in southwestern Ohio, northern Kentucky, and
southeastern Indiana.

CoreComm Limited. CoreComm Limited is a telecommunications company providing
service to residential and business customers. The company offers local
telephone service, long distance, Internet, voice mail, paging, cellular,
Centrex, calling cards, and toll-free services. CoreComm offers local and long
distance services throughout Ameritech and Bell Atlantic territories, and
cellular services nationwide.

Cox Communications, Inc. Cox Communications, Inc. is a full service provider
of telecommunications products. The company offers local and long distance
telephone services, Internet access, digital video programming services, and
commercial voice and data services. Cox also holds interests in Sprint PCS and
various programming networks.

Duke Energy Corporation. Duke Energy Corporation, an integrated energy and
services provider, generates transmits, distributes, and sells electric energy
in central and western North Carolina and the western portion of South Carolina.
The company also provides interstate transportation and storage of natural gas
for customers primarily in the Mid-Atlantic and New England states.

Edison International. Edison International, through its subsidiaries,
develops, acquires, owns, and operates electric power generation facilities
worldwide. The company also provides capital and financial services for energy
and infrastructure projects, as well as manages and sells real estate projects.
Additionally, Edison provides integrated energy services, utility outsourcing,
and consumer products.

Energy East Corporation. Energy East Corporation delivers electricity and
natural gas to retail customers, as well as provides electricity, natural gas,
and energy management and other services to retail and wholesale customers. The
company has operations in New York, Massachusetts, New Hampshire, Vermont, and
New Jersey.

Enron Corporation. Enron Corporation produces electricity and natural gas,
develops, constructs, and operates energy facilities worldwide, and delivers
both physical commodities and financial and risk management services to
customers. The company is also developing an intelligent network platform to
facilitate online business.

Entergy Corporation. Entergy Corporation is an energy company that is
primarily focused on electric power production, marketing and trading services,
and distribution operations. The company is headquartered in the United States
and has energy and investment operations in Latin America, North America,
Europe, and Australia.

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

McLeodUSA Inc. McLeodUSA Inc. provides communications services to business
and residential customers in the Midwestern and Rocky Mountain regions of the
United States. The company's communications services include local, long
distance, data, voice mail, paging, and Internet access.

Minnesota Power, Inc. Minnesota Power, Inc. provides electric service in
northeast Minnesota and northwest Wisconsin. The company's other operations
include water services, automotive services, and investments in Florida real
estate and various securities.

Montana Power Company. Montana Power Company and its subsidiaries are
involved in various diversified energy and communication related businesses. The
company operates a regulated utility which generates, purchases, transmits, and
distributes electricity, as well as purchases, transports, and distributes
natural gas. Montana Power also sells long distance, Internet, and dedicated
line services.

Nextel Communications, Inc. Nextel Communications, Inc. provides digital and
analog wireless communications services to its customers in the United States.
The company markets its products under the Nextel brand name. Nextel's network
offers an integrated wireless communications tool with digital cellular,
text/numeric paging, and a digital two-way radio feature.

NEXTLINK Communications, Inc. NEXTLINK Communications, Inc. provides local,
long distance, and enhanced communications services to commercial customers. The
company operates 23 facilities-based networks providing switched local and long
distance services in 14 states. NEXTLINK's products consist of local and long
distance, calling cards, toll-free calling, voice messaging, and other
communications services.

Potomac Electric Power Company. Potomac Electric Power Company generates,
transmits, distributes, and sells electric energy in the Washington, DC
metropolitan area. The company serves residential, commercial, and federal
government customers. Potomac Electric, through its subsidiaries, also offers
natural gas, Internet, local and longdistance telephone, cable television, and
energy services.

PP&L Resources, Inc. PP&L Resources, Inc., through its subsidiaries, provides
electricity delivery service in eastern and central Pennsylvania. The company
sells retail electricity throughout Pennsylvania, as well as markets wholesale
electricity throughout the United States and Canada.

Telefonos de Mexico SA. Telefonos de Mexico SA provides national and
international long-distance and local telephone service throughout Mexico and
participates in the United States and Guatemalan markets. The company provides
voice, data, video, cellular transmission services, three-way calling, caller
identification, Internet access and phone cards to residential and commercial
customers.

United States Cellular Corporation. United States Cellular Corporation
provides cellular telephone service throughout the United States. The company
currently manages operational systems serving 145 markets in 26 states.

Pharmaceutical Trusts

Allergan, Inc. Allergan, Inc. provides eye care and specialty pharmaceutical
products throughout the world. The company's products are marketed to the eye
care pharmaceutical, ophthalmic surgical device, over-the-counter contact lens
care, movement disorder, and dermatological markets. Allergan markets its
products under brand names such as "Alphagan," "Botox," and "Complete."

Alpharma, Inc. Alpharma, Inc. develops, manufactures, and markets specialty
generic and proprietary human pharmaceutical and animal health products. The
company's products include generic liquid and topical pharmaceuticals, specialty
antibiotics, animal health feed additives for poultry and livestock, and
vaccines for farmed fish. Alpharma has operations worldwide.

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

Amgen, Inc. Amgen, Inc. discovers, develops, manufactures, and markets human
therapeutics based on cellular and molecular biology. The company focuses its
research on secreted protein and small molecule therapeutics, with particular
emphasis on neuroscience and cancer. Amgen concentrates on the areas of
hematology, cancer, infectious disease, endocrinology, neurobiology, and
inflammation.

AstraZeneca Group Plc. AstraZeneca Group Plc is a holding company. Through
its subsidiaries, they research, manufacture and sell pharmaceutical and
agrochemical products and medical products. The group has also entered into
agreements with a number of US hospitals in New York, Florida and California.
AstraZeneca distributes and sells its products internationally.

Bausch & Lomb, Inc. Bausch & Lomb, Inc. develops, manufactures, and markets
healthcare products for the eye. The company provides contact lenses and lens
care products, generic and proprietary prescription pharmaceuticals for the eye,
products for cataract and refractive surgery, sunglasses and vision accessories,
biomedical products, and hearing aids. Bausch & Lomb markets its products
worldwide.

Baxter International, Inc. Baxter International, Inc. is a global medical
products and services company that focuses on critical therapies for
life-threatening conditions. The company's products and services in blood
therapies, cardiovascular medicine, medication delivery, and renal therapy are
used by health-care providers and their critically ill patients in approximately
countries around the world.

Biogen, Inc. Biogen, Inc. develops, manufactures, and markets drugs for human
health care. The company develops and tests products used for the treatment of
multiple sclerosis, kidney diseases, inflammatory diseases, and cardiovascular
diseases, as well as focuses on developmental biology and gene therapy. Biogen
sells "AVONEX" to treat relapsing forms of multiple sclerosis.

Biovail Corporation International. Biovail Corporation International is an
international full-service pharmaceutical company. The company formulates,
clinically tests, registers and manufactures drug products utilizing advanced
drug delivery technologies.

Bristol-Myers Squibb Company. Bristol-Myers Squibb Company is a diversified
worldwide health and personal care company that manufactures medicines and other
products. The company's products include therapies for various diseases and
disorders, consumer medicines, orthopedic devices, ostomy care, wound
management, nutritional supplements, infant formulas, and hair and skin care
products.

Eli Lilly and Company. Eli Lilly and Company discovers, develops,
manufactures, and sells pharmaceutical products for humans and animals. The
company's products are sold in countries around the world. Eli Lilly's products
include neuroscience products such as Prozac and Darvon, endocrine products such
as Humulin, anti-infectives such as Ceclor, cardiovascular agents, oncology
products, and animal health products.

Forest Laboratories, Inc. Forest Laboratories, Inc. develops, manufactures,
and sells both branded and generic forms of ehtical products which require a
physician's prescription. The company also manufactures non-prescription
pharmaceutical products sold over- the-counter, which are used for the treatment
of a wide range of illnesses. Forest's products are marketed in the United
States and eastern Europe.

Genentech, Inc. Genentech, Inc., a biotechnology company, discovers,
develops, manufactures, and markets human pharmaceuticals. The company markets
biotechnology products directly in the United States.

Glaxo Wellcome Plc. Glaxo Wellcome Plc researches, develops, manufactures
and markets pharmaceuticals. The group operates in over 57 countries, with
products manufactured in around 33 countries and sold in over 150. The company's
main products include "Zantac", an anti-ulcer drug, "Serevent", a respiratory
drug, "Imigran", a migraine drug, "Lamictal", a treatment for epilepsy, and
"Epivir", for HIV.

Johnson & Johnson. Johnson & Johnson manufactures health care products and
provides related services. The company sells its products to the consumer,
pharmaceutical, and professional markets in countries around the world. Johnson
& Johnson's principal consumer products include BAND-AID adhesive bandages,
TYLENOL acetaminophen products, JOHNSON'S baby products, and STAYFREE sanitary
products, among others.

MedImmune, Inc. MedImmune, Inc. develops and markets products that address
medical needs in areas such as infectious diseases, transplantation medicine,
autoimmune diseases, and cancer. The company currently sells Synagis, RespiGam,
and CytoGam primarily in the United States.

Merck & Company, Inc. Merck & Company, Inc. is a global pharmaceutical
company that discovers, develops, manufactures, and markets a broad range of
human and animal health products. The company also provides pharmaceutical
benefit services. Merck's products include Zocor, a treatment for elevated
cholesterol, Pepcid anti-ulcerant, Primaxin antibiotic, and Propecia, a
treatment for male pattern hair loss.

Monsanto Company. Monsanto Company, a global life sciences company, applies
biological science to an integrated system of agriculture, food, and human
health. The company manufactures and sells agricultural products,
pharmaceuticals, and food ingredients.

Pfizer, Inc. Pfizer, Inc. is a research-based, global pharmaceutical company
that discovers, develops, manufactures, and markets medicines for humans and
animals. The company's products include prescription pharmaceuticals,
non-prescription self- medications, and animal health products such as
anti-infective medicines and vaccines.

Pharmacia & Upjohn, Inc. Pharmacia & Upjohn, Inc. is a global pharmaceutical
group that researches, develops, manufactures, and sells pharmaceutical and
healthcare products. The company provides prescription human pharmaceutical
products, nonprescription drugs, pharmaceutical chemicals, and pharmaceutical
products for food and companion animals. Pharmacia also provides products for
hospital care and diagnostics.

Priority Healthcare Corporation. Priority Healthcare Corporation distributes
specialty pharmaceuticals and related medical supplies to the alternate
healthcare market. The company also provides patient-specific, self-injectable
biopharmaceuticals and disease treatment programs to individuals with chronic
diseases. Priority distributes its products across the United States.

QLT PhotoTherapeutics, Inc. QLT PhotoTherapeutics Inc. develops and
commercializes pharmaceutical products for use in photodynamic therapy. The
company currently provides "PHOTOFRIN," a photodynamic therapy drug used in the
treatment of various cancers. QLT is also developing "Visudyne," a therapy to
treat the wet form of age-related macular degeneration.

Roche Holdings Limited. Roche Holdings Limited develops and manufactures
pharmaceutical and chemical products. The company, through its subsidiaries,
develops pharmaceuticals, drugs, fine chemicals, vitamins, fragrances, flavors,
diagnostic equipment and liquid crystals. Roche distributes its products
throughout Europe, the United States, Asia and Latin America.

Schering-Plough Corporation. Schering-Plough Corporation is a worldwide
pharmaceutical company that discovers and markets new therapies and treatment
programs. The company's core product groups include allergy/respiratory,
anti-infective/anticancer, dermatologicals, and cardiovasculars, as well as an
animal health business. Schering-Plough also conducts health management programs
and sells other consumer products.

Shire Pharmaceuticals Group Plc. Shire Pharmaceuticals Group Plc specializes
in marketing, licensing and developing prescription medicines. The group focuses
on the prevention and treatment of osteoporosis and other metabolic bone
diseases, in addition to the treatment of selected disorders of the central
nervous system, particulary Alzheimer's Disease and chronic fatigue syndrome.

SmithKline Beecham Plc. SmithKline Beecham Plc discovers, develops,
manufactures and markets pharmaceuticals, vaccines, over-the-counter medicines
and health-related consumer products. The company also provides healthcare
services, including clinical laboratory testing, disease management and
pharmaceutical benefit management. SmithKline Beecham's products are sold
worldwide.

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

Telecommunication & Bandwidth Trusts

Allegiance Telecom, Inc. Allegiance Telecom, Inc. provides telecommunications
services to business, government, and other institutional users in major
metropolitan areas across the United States. The company offers
telecommunications products and services including local exchange, local access,
domestic and international long distance, enhanced video and data, and a suite
of Internet services.

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

COLT Telecom Group Plc. COLT Telecom Group Plc provides local
telecommunications services in London, England and Frankfurt, Germany. The
company's primary customers include various large businesses, government end
users and telecommunications carriers. COLT's services are provided to customers
in approximately 536 buildings in London and 57 in Frankfurt.

Corning, Inc. Corning, Inc. conducts operations in the communications and
specialty materials business segments. The company produces optical fiber,
cable, and photonic components for the telecommunications industry, as well as
produces high-performance displays and components for television and other
communications-related industries.

E-Tek Dynamics, Inc. E-Tek Dynamics, Inc. designs, manufactures, and sells
fiber optic components and modules for optical networks. The company's products
are designed into optical systems built for these service providers' networks by
telecommunications equipment manufacturers. E-Tek's products guide, route, or
amplify the light signals which transmit data within the network.

Foundry Networks, Inc. Foundry Networks, Inc. designs, develops,
manufactures, and markets a suite of high performance networking products for
enterprises and Internet service providers. The company's products provide
solutions for various types of networks, including local area networks,
metropolitan area networks, and wide area networks.

Gadzoox Networks, Inc. Gadzoox Networks, Inc. provides hardware and software
products for storage area networks (SAN). The company sells its SAN products
primarily through original equipment manufacturers.

Harmonic, Inc. Harmonic, Inc. designs, manufactures, and markets digital and
fiber optic systems. The company's systems enable cable, satellite, and wireless
operators to deliver video, Internet, telephony, and high-speed data services.
Harmonic's "TRANsend" digital product line combines and customizes content from
a variety of sources.

McLeodUSA, Inc. McLeodUSA, Inc. provides communications services to business
and residential customers in the Midwestern and Rocky Mountain regions of the
United States. The company's communications services include local, long
distance, data, voice mail, paging, and Internet access.

Nextel Communications, Inc. Nextel Communications, Inc. provides digital and
analog wireless communications services to its customers in the United States.
The company markets its products under the "Nextel" brand name. Nextel's network
offers an integrated wireless communications tool with digital cellular,
text/numeric paging, and a digital two-way radio feature.

Price Communications Corporation. Price Communications Corporation, through
its Price Communications Wireless,Inc. subsidiary, constructs, develops,
manages, and operates cellular telephone systems in the United States. The
company provides cellular telephone service to customers in AL, GA, SC, and FL.
Price Communications sells its services, products, and accessories under the
"CELLULARONE" name.

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

TranSwitch Corporation. TranSwitch Corporation designs, develops, markets,
and supports integrated digital and mixed-signal semiconductor solutions for the
telecommunications and data communications markets. The company's customers
primarily include original equipment manufacturers who incorporate its products
into networking equipment. TranSwitch sells its products worldwide.

VoiceStream Wireless Corporation. VoiceStream Wireless Corporation provides
personal communications services (PCS) under the "VoiceStream" brand name. The
company operates in urban areas primarily located in the Western United States.

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 188:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 188 as of November 10, 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
188 as of November 10, 1999, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP

Chicago, Illinois
November 10, 1999
<TABLE>
<CAPTION>

STATEMENTS OF CONDITION
As of November 10, 1999

High-Tech High-Tech
Internet Internet Index Index
Series A Series B Series A Series B
--------------- --------------- --------------- --------------
INVESTMENT IN SECURITIES
<S> <C> <C> <C> <C>

Contracts to purchase Securities (1) $ 149,905 $ 149,905 $ 146,543 $ 146,543
--------------- --------------- --------------- --------------
Total $ 149,905 $ 149,905 $ 146,543 $ 146,543
=============== =============== =============== ==============
LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 135 $ 261 $ 126 $ 201
Deferred sales charge liability (3) 2,953 5,300 2,886 5,181
Interest of Unitholders--
Cost to investors (4) 151,420 151,420 148,020 148,020
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,603 7,076 4,489 6,859
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 146,817 144,344 143,531 141,161
--------------- --------------- --------------- --------------
Total $ 149,905 $ 149,905 $ 146,543 $ 146,543
=============== =============== =============== ==============
</TABLE>

(1) The value of the Securities is determined by Interactive Data Corporation
on the bases set forth under "Public Offering--Offering Price". The
contracts to purchase Securities are collateralized by separate irrevocable
letters of credit which have been deposited with the Trustee.

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

(3) Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering-- Offering Price".

(5) Assumes the maximum sales charge.

STATEMENTS OF CONDITION
As of November 10, 1999

New Frontier New Frontier
Utility Utility Pharmaceutical
INVESTMENT IN SECURITIES Series A Series B Series A
-------------- -------------- --------------
<S> <C> <C> <C>

Contracts to purchase Securities (1) $ 148,585 $ 148,585 $ 147,164
-------------- -------------- --------------
Total $ 148,585 $ 148,585 $ 147,164
============== ============== ==============
LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 371 $ 121 $ 441
Deferred sales charge liability (3) 2,927 5,253 2,899
Interest of Unitholders--
Cost to investors (4) 150,090 150,090 148,660
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 4,803 6,879 4,836
-------------- -------------- --------------
Net interest to Unitholders (4) 145,287 143,211 143,824
-------------- -------------- --------------
Total $ 148,585 $ 148,585 $ 147,164
============== ============== ==============
</TABLE>

(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 November 10, 1999

Telecom- Telecom-
Pharmaceutical munications munications
INVESTMENT IN SECURITIES Series B Series A Series B
-------------- -------------- --------------
<S> <C> <C> <C>

Contracts to purchase Securities (1) $ 147,164 $ 148,170 $ 148,170
-------------- -------------- --------------
Total $ 147,164 $ 148,170 $ 148,170
============== ============== ==============
LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 436 $ 137 $ 234
Deferred sales charge liability (3) 5,203 2,919 5,238
Interest of Unitholders--
Cost to investors (4) 148,660 149,670 149,670
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 7,135 4,556 6,972
-------------- -------------- --------------
Net interest to Unitholders (4) 141,525 145,114 142,698
-------------- -------------- --------------
Total $ 147,164 $ 148,170 $ 148,170
============== ============== ==============

</TABLE>

(3) Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering-- Offering Price".

(5) Assumes the maximum sales charge.

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

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

Each Trust seeks to increase the value of your investment by investing in a
portfolio of common stocks of companies diversified within a particular
industry. We cannot guarantee that a Trust will achieve its objective.
You should note that we applied the selection criteria to the Securities for
inclusion in the Trusts as of the Initial Date of Deposit. After this date, the
Securities may no longer meet the selection criteria. Should a Security no
longer meet the selection criteria, we will generally not remove the Security
from its Trust portfolio.
A balanced investment portfolio incorporates various style and capitalization
characteristics. We offer unit trusts with a variety of styles and
capitalizations to meet your needs. We determine style characteristics (growth
or value) based on the criteria used in selecting the Trust portfolio.
Generally, a growth portfolio includes companies in a growth phase of their
business with increasing earnings. A value portfolio generally includes
companies with low relative price-earnings ratios that we believe are
undervalued. We determine market capitalizations as follows based on the
weighted median market capitalization of a portfolio: Small-Cap-- less than $1
billion; Mid-Cap-- $1 billion to $5 billion; and Large-Cap-- over $5 billion. We
determine all style and capitalization characteristics as of the Initial Date of
Deposit and the characteristics may vary thereafter. We will not remove a
Security from a Trust as a result of any change in characteristics.

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

Price Volatility. The Trusts invest in common stocks of U.S. and foreign
companies. The value of Units will fluctuate with the value of these stocks and
may be more or less than the price you originally paid for your Units. The
market value of common stocks sometimes moves up or down rapidly and
unpredictably. Because the Trusts are unmanaged, the Trustee will not sell
stocks in response to market fluctuations as is common in managed investments.
In addition, because some Trusts hold a relatively small number of stocks, you
may encounter greater market risk than in a more diversified investment. As with
any investment, we cannot guarantee that the performance of a Trust will be
positive over any period of time.
Dividends. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
Single Industry. Each Trust invests in a single industry. Any negative impact
on the related industry will have a greater impact on the value of Units than on
a portfolio diversified over several industries. You should understand the risks
of these industries before you invest.
Pharmaceutical Issuers. The Pharmaceutical Trusts invest in health care
companies. These issuers include companies involved in advanced medical devices
and instruments, drugs and biotechnology, managed care, hospital
management/health services and medical supplies. These companies face
substantial government regulation and approval procedures. Congress and the
president have proposed a variety of legislative changes concerning health care
issuers from time to time. Government regulation, and any change in regulation,
can have a significantly unfavorable effect on the price and availability of
products and services.
Drug and medical products companies also face the risk of increasing
competition from new products or services, generic drug sales, termination of
patent protection for drug or medical supply products and the risk that a
product will never come to market. The research and development costs of
bringing a new drug or medical product to market are substantial. This process
involves lengthy government review with no guarantee of approval. These
companies may have losses and may not offer proposed products for several years,
if at all. The failure to gain approval for a new drug or product can have a
substantial negative impact on a company and its stock.
Health care facility operators face risks related to demand for services, the
ability of the facility to provide required services, confidence in the
facility, management capabilities, competition, efforts by insurers and
government agencies to limit rates, expenses, the cost and possible
unavailability of malpractice insurance, and termination or restriction of
government financial assistance (such as Medicare, Medicaid or similar
programs).
Utility Issuers. The New Frontier Utility Trusts invest in different types of
utility companies. These issuers primarily include companies involved in the
production and distribution of electricity, natural gas or water, cable,
internet and communications companies. These companies face risks related to
obtaining adequate return on invested capital despite rate increases, financing
large construction programs, restrictions on operations and increased costs and
delays due to governmental regulations, difficulty of the capital markets in
absorbing utility securities, the ability to obtain fuel for power generation at
adequate prices and the effects of energy conservation. Utility stocks have
generally been particularly susceptible to interest rate movements. The price of
these stocks may fall if interest rates rise.
Utility companies face substantial government regulation concerning rates and
licensing, construction and operation of facilities. Government authorities must
generally approve rate increases and voters in many states have the ability to
impose limits on rate adjustments. Because many utilities plan budgets far in
advance, any unexpected limitations on rates could negatively affect a company's
profits. In addition, this industry has experienced significant deregulation in
the recent past. Deregulation may increase competition which can have a negative
impact on certain companies and result in lower utility rates. Certain utility
companies own or operate nuclear generating facilities. Nuclear facilities have
experienced substantial cost increases, construction delays and licensing
difficulties. These companies face problems associated with the use of
radioactive materials and disposal of radioactive waste. A major accident at a
nuclear plant, such as the accident at a plant in Chernobyl in the former Soviet
Union, would have a significant negative impact on certain issuers.
Telecommunications Issuers. The Morgan Stanley High-Technology 35 Index,
Telecommunications & Bandwidth and New Frontier Utility Trusts invest
significantly in telecommunications companies. These companies are subject to
substantial governmental regulation. For example, the United States government
and state governments regulate permitted rates of return and the kinds of
services that a company may offer. This industry has experienced substantial
deregulation in recent years. Deregulation may lead to fierce competition for
market share and can have a negative impact on certain companies. Competitive
pressures are intense and telecommunications stocks can experience rapid
volatility. Certain telecommunications products may become outdated very
rapidly. A company's performance can be hurt if the company fails to keep pace
with technological advances. Certain smaller companies in the portfolio may
involve greater risk than larger, established issuers. Smaller companies may
have limited product lines, markets or financial resources. Their securities may
trade in lower volumes than larger companies. As a result, the prices of these
securities may fluctuate more than the prices of other issuers.
Technology Issuers. The Internet, Morgan Stanley High-Technology 35 Index and
Telecommunications & Bandwidth Trusts invest significantly in technology
companies. These companies face risks related to rapidly changing technology,
rapid product obsolescence, cyclical market patterns, evolving industry
standards and frequent new product introductions. An unexpected change in
technology can have a significant negative impact on a company. The failure of a
company to introduce new products or technologies or keep pace with rapidly
changing technology, can have a negative impact on the company's results.
Technology stocks tend to experience substantial price volatility and
speculative trading. Announcements about new products, technologies, operating
results or marketing alliances can cause stock prices to fluctuate dramatically.
At times, however, extreme price and volume fluctuations are unrelated to the
operating performance of a company. This can impact your ability to redeem your
Units at a price equal to or greater than what you paid.
The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.
No FDIC Guarantee. An investment in your Trust is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
Year 2000 Readiness Disclosure. These two paragraphs constitute "Year 2000
Readiness Disclosure" within the meaning of the Year 2000 Information and
Readiness Disclosure Act of 1998. If computer systems used by the Sponsor,
Evaluator, Supervisor, Trustee or other service providers to the Trusts do not
properly process date-related information after December 31, 1999, the resulting
difficulties could adversely impact the Trusts. This is commonly known as the
"Year 2000 Problem." The Sponsor, Evaluator, Supervisor and Trustee are taking
steps to address this problem and to obtain reasonable assurances that other
service providers to the Trusts are taking comparable steps. We cannot guarantee
that these steps will be sufficient to avoid any adverse impact on the Trusts.
This problem may impact corporations to varying degrees based on factors such as
industry sector and degree of technological sophistication. We cannot predict
what impact, if any, this problem will have on the issuers of the Securities.
In addition, computer failures throughout the financial services industry
beginning January 1, 2000 could have a detrimental effect on the markets for the
Securities. Improperly functioning trading systems may result in settlement
problems and liquidity issues. Moreover, corporate and governmental data
processing errors may adversely affect issuers and overall economic
uncertainties. Remediation costs will affect the earnings of individual issuers.
These costs could be substantial. Issuers may report these costs inconsistently
in U.S. and foreign financial markets. All of these issues could adversely
affect the Securities and the Trusts.

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

General. Units are offered at the Public Offering Price which includes the
underlying value of the Securities, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The "Fee Table" describes the sales charges
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. A portion of the Public Offering Price includes an
amount of Securities to pay for all or a portion of the costs incurred in
establishing your Trust, including the cost of preparing documents relating to
the Trust (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, the initial fees and expenses of the
Trustee and legal and audit expenses). Beginning on November 10, 2000, the
secondary market sales charge for Series B Trusts will be 4.00% and will not
include deferred payments. The sales charge for Series B Trusts will reduce by
0.5% on each subsequent November 10 to a minimum of 3.00%. The initial offering
period sales charge is reduced as follows:

Transaction Series A Series B
Amount* Sales Charge Sales Charge
-------------- -------------- --------------
$50,000 - $99,999 2.70% 4.25%
$100,000 - $249,999 2.50 4.00
$250,000 - $499,999 2.25 3.50
$500,000 - $999,999 2.00 2.50
$1,000,000 or more 1.50 1.50

- - - - ---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.

Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. An investor may aggregate purchases of Units of the Trusts for
purposes of qualifying for volume purchase discounts listed above. The reduced
sales charge structure will also apply on all purchases by the same person from
any one dealer of units of Van Kampen-sponsored unit investment trusts which are
being offered in the initial offering period (a) on any one day (the "Initial
Purchase Date") or (b) on any day subsequent to the Initial Purchase Date if the
units purchased are of a unit investment trust purchased on the Initial Purchase
Date. In the event units of more than one trust are purchased on the Initial
Purchase Date, the aggregate dollar amount of such purchases will be used to
determine whether purchasers are eligible for a reduced sales charge. Such
aggregate dollar amount will be divided by the public offering price per unit of
each respective trust purchased to determine the total number of units which
such amount could have purchased of each individual trust. Purchasers must then
consult the applicable trust's prospectus to determine whether the total number
of units which could have been purchased of a specific trust would have
qualified for a reduced sales charge and the amount of such reduction. To
determine the applicable sales charge reduction it is necessary to accumulate
all purchases made on the Initial Purchase Date and all purchases made in
accordance with (b) above. Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser ("immediate family
members") will be deemed to be additional purchases by the purchaser for the
purposes of calculating the applicable sales charge. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing securities
for one or more trust estate or fiduciary accounts. If you purchase Units on
more than one day to achieve the discounts described in this paragraph, the
discount allowed on any single day will apply only to Units purchased on that
day (a retroactive discount is not given on all prior purchases).
A portion of the sales charge is waived for certain accounts described in
this paragraph. Purchases by these accounts are subject only to the portion of
the deferred sales charge that is retained by the Sponsor. Please refer to the
section called "Wrap Fee and Advisory Accounts" for additional information on
these purchases. Units may be purchased in the primary or secondary market at
the Public Offering Price less the concession the Sponsor typically allows to
brokers and dealers for purchases by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management service, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, (2) bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, (3) any person who for at least 90 days, has been an officer, director
or bona fide employee of any firm offering Units for sale to investors or their
immediate family members (as described above) and (4) officers and directors of
bank holding companies that make Units available directly or through
subsidiaries or bank affiliates. Notwithstanding anything to the contrary in
this Prospectus, such investors, bank trust departments, firm employees and bank
holding company officers and directors who purchase Units through this program
will not receive sales charge reductions for quantity purchases.
During the initial offering period of the Trusts offered in this prospectus,
unitholders of any Van Kampen-sponsored unit investment trust may utilize their
redemption or termination proceeds to purchase Units of all Trusts offered in
this prospectus 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
described below.

Transaction Series A Series B
Amount* Concession Concession
-------------- -------------- --------------
Less than $50,000 2.25% 3.50%
$50,000 - $99,999 2.00 3.25
$100,000 - $249,999 1.75 3.00
$250,000 - $499,999 1.50 2.50
$500,000 - $999,999 1.25 1.50
$1,000,000 or more 0.75 0.75

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

In addition to the regular concession or agency commission earned by selling
firms, during the Initial offering period any firm that distributes 500,000 -
999,999 Units will receive additional compensation of $.005 per Unit; any firm
that distributes 1,000,000 - 1,999,999 Units will receive $.01 per Unit; any
firm that distributes 2,000,000 - 2,999,999 Units will receive $.015 per Unit;
and any firm that distributes 3,000,000 Units or more will receive $.02 per
Unit. A firm may aggregate Units of a Series A Trust and a Series B Trust of the
same industry sector type to qualify for these compensation levels but may not
aggregate among different sectors. For example, Units of Internet Trust, Series
17A and Series 17B may be aggregated but Units of Internet Trust, Series 17A may
not be aggregated with Units of Pharmaceutical Trust, Series 8B.

Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other Van Kampen unit investment trusts who use their redemption or
termination proceeds to purchase Units of the Trusts, the total concession or
agency commission will amount to 1.30% per Unit for Series A Trusts and 2.50%
per Unit for Series B Trusts. For all secondary market transactions the total
concession or agency commission will amount to 70% of the sales charge.
Notwithstanding anything to the contrary herein, in no case shall the total of
any concessions, agency commissions and any additional compensation allowed or
paid to any broker, dealer or other distributor of Units with respect to any
individual transaction exceed the total sales charge applicable to such
transaction. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concession or
agency commission to dealers and others from time to time.
Broker-dealers of the Trusts, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets, and not out
of the assets of any Trust. These programs will not change the price Unitholders
pay for their Units or the amount that a Trust will receive from the Units sold.
Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, the Sponsor will realize a profit or loss as a result of the
difference between the price paid for the Securities by the Sponsor and the cost
of the Securities to each Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolios". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. Cash, if any, made available to
the Sponsor prior to the date of settlement for the purchase of Units may be
used in the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.
An affiliate of the Sponsor may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
Market for Units. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. In the event that a
secondary market is not maintained, a Unitholder will be able to dispose of
Units by tendering them to the Trustee for redemption at the Redemption Price.
See "Rights of Unitholders--Redemption of Units". Unitholders should contact
their broker to determine the best price for Units in the secondary market.
Units sold prior to the time the entire deferred sales charge has been collected
will be assessed the amount of any remaining deferred sales charge at the time
of sale. The Trustee will notify the Sponsor of any tendered of Units for
redemption. If the Sponsor's bid in the secondary market equals or exceeds the
Redemption Price per Unit, it may purchase the Units not later than the day on
which Units would have been redeemed by the Trustee. The Sponsor may sell
repurchased Units at the secondary market Public Offering Price per Unit.

RETIREMENT ACCOUNTS
- - - - --------------------------------------------------------------------------------

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.

WRAP FEE AND ADVISORY ACCOUNTS
- - - - --------------------------------------------------------------------------------

Units may be available for purchase in connection with "wrap fee" accounts
and other similar accounts. You should consult your financial professional to
determine whether you can benefit from these accounts. For these purchases you
generally only pay the portion of the sales charge that is retained by your
Trust's Sponsor, Van Kampen Funds Inc. This table illustrates the transaction
fees you will pay as a percentage of the public offering price per Unit.

Series A Series B
Trusts Trusts
--------- ---------
Fee paid on purchase 0.00% 0.00%
Deferred sponsor retention 0.70 1.00
--------- ---------
Total 0.70% 1.00%
========= =========

You should consult the "Public Offering--General" section for specific
information on this and other sales charge discounts.

RIGHTS OF UNITHOLDERS
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Distributions. Dividends and any net proceeds from the sale of Securities
received by a Trust will generally be distributed to Unitholders on each
Distribution Date to Unitholders of record on the preceding Record Date. These
dates are listed under "Summary of Essential Financial Information". A person
becomes a Unitholder of record on the date of settlement (generally three
business days after Units are ordered). Unitholders may elect to receive
distributions in cash or to have distributions reinvested into additional Units.
Distributions may also be reinvested into Van Kampen mutual funds. See "Rights
of Unitholders--Reinvestment Option".
Dividends received by a Trust are credited to the Income Account of the
Trust. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units or
pay deferred sales charges, fees or expenses, will be distributed to
Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.
Reinvestment Option. Unitholders may have distributions automatically
reinvested in additional Units under the Automatic Reinvestment Option (to the
extent Units may be lawfully offered for sale in the state in which the
Unitholder resides) through two options, if available. Brokers and dealers can
use the Dividend Reinvestment Service through Depository Trust Company or
purchase the Automatic Reinvestment Option CUSIP, if available. Unitholders will
be subject to the remaining deferred sales charge payments due on Units. To
participate in this reinvestment option, a Unitholder must file with the Trustee
a written notice of election, together with any certificate representing Units
and other documentation that the Trustee may then require, at least five days
prior to the related Record Date. A Unitholder's election will apply to all
Units owned by the Unitholder and will remain in effect until changed by the
Unitholder. If Units are unavailable for reinvestment, distributions will be
paid in cash. Purchases of additional Units made pursuant to the reinvestment
plan will be made at the net asset value for Units as of the Evaluation Time on
the Distribution Date.
In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen mutual
funds (the "Reinvestment Funds"). Each Reinvestment Fund has investment
objectives which differ from those of the Trusts. The prospectus relating to
each Reinvestment Fund describes its investment policies and how to begin
reinvestment. A Unitholder may obtain a prospectus for the Reinvestment Funds
from the Sponsor. Purchases of shares of a Reinvestment Fund will be made at a
net asset value computed on the Distribution Date. Unitholders with an existing
Guaranteed Reinvestment Option account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new
account which allows purchases of Reinvestment Fund shares at net asset value.
A participant may elect to terminate his or her reinvestment plan and receive
future distributions in cash by notifying the Trustee in writing no later than
five days before a distribution date. The Sponsor, each Reinvestment Fund, and
its investment adviser shall have the right to suspend or terminate these
reinvestment plans at any time.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay Street,
20th Floor, New York, New York 10286. Certificates must be tendered to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed (or by providing satisfactory indemnity in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. On the seventh day following the tender, the
Unitholder will be entitled to receive in cash an amount for each Unit equal to
the Redemption Price per Unit next computed on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except that with respect to Units received by the Trustee after the Evaluation
Time or on a day which is not a Trust business day, the date of tender is deemed
to be the next business day.
Unitholders tendering 1,000 or more Units of a Trust for redemption may
request an in kind distribution of Securities equal to the Redemption Price per
Unit on the date of tender. Trusts generally do not offer in kind distributions
of portfolio securities that are held in foreign markets. An in kind
distribution will be made by the Trustee through the distribution of each of the
Securities in book-entry form to the account of the Unitholder's broker-dealer
at Depository Trust Company. Amounts representing fractional shares will be
distributed in cash. The Trustee may adjust the number of shares of any Security
included in a Unitholder's in kind distribution to facilitate the distribution
of whole shares.
The Trustee may sell Securities to satisfy Unit redemptions. To the extent
that Securities are redeemed in kind or sold, the size of a Trust will be, and
the diversity of a Trust may be, reduced. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
at the time of redemption. Special federal income tax consequences will result
if a Unitholder requests an in kind distribution. See "Taxation".
The Redemption Price per Unit and the secondary market repurchase price per
Unit are equal to the pro rate share of each Unit in each Trust determined on
the basis of (i) the cash on hand in the Trust, (ii) the value of the Securities
in the Trust and (iii) dividends receivable on the Securities in the Trust
trading ex-dividend as of the date of computation, less (a) amounts representing
taxes or other governmental charges payable out of the Trust, (b) the accrued
expenses of the Trust and (c) any unpaid deferred sales charge payments. During
the initial offering period, the redemption price and the secondary market
repurchase price will also include estimated organizational costs. For these
purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange, this evaluation is generally based on the closing sale
prices on that exchange (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange, at the closing bid prices. If the Securities are not so listed
or, if so listed and the principal market therefore is other than on the
exchange, the evaluation may be based on the current bid price on the
over-the-counter market. If current bid prices are unavailable or inappropriate,
the evaluation may be determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the Securities on the bid side of the
market or (c) by any combination of the above. The value of any foreign
securities is based on the applicable currency exchange rate as of the
Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
Certificates. Ownership of Units is evidenced in book entry form unless a
Unitholder makes a written request to the Trustee that ownership be in
certificate form. Units are transferable by making a written request to the
Trustee and, in the case of Units in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not limited
to, trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Fractional certificates
will not be issued. The Trustee may require a Unitholder to pay a reasonable fee
for each certificate reissued or transferred and to pay any governmental charge
that may be imposed in connection with each transfer or interchange. Destroyed,
stolen, mutilated or lost certificates will be replaced upon delivery to the
Trustee of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Reports Provided. Unitholders will receive a statement of dividends and other
amounts received by a Trust for each distribution. Within a reasonable time
after the end of each year, each person who was a Unitholder during that year
will receive a statement describing dividends and capital received, actual Trust
distributions, Trust expenses, a list of the Securities and other Trust
information. Unitholders may obtain the Evaluator's evaluations of the
Securities upon request.

TRUST ADMINISTRATION
- - - - --------------------------------------------------------------------------------

Portfolio Administration. The Trusts are not managed funds and, except as
provided in the Trust Agreement, Securities generally will not be sold or
replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Trust based on advice from the Supervisor.
These situations may include events such as the issuer having defaulted on
payment of any of its outstanding obligations or the price of a Security has
declined to such an extent or other credit factors exist so that in the opinion
of the Sponsor retention of the Security would be detrimental to the Trust. In
addition, the Trustee may sell Securities to redeem Units or pay Trust expenses
or deferred sales charges. The Trustee must reject any offer for securities or
property in exchange for the Securities. If securities or property are
nonetheless acquired by a Trust, the Sponsor may direct the Trustee to sell the
securities or property and distribute the proceeds to Unitholders or to accept
the securities or property for deposit in the Trust. Should any contract for the
purchase of any of the Securities fail, the Sponsor will (unless substantially
all of the moneys held in the Trust to cover the purchase are reinvested in
substitute Securities in accordance with the Trust Agreement) refund the cash
and sales charge attributable to the failed contract to all Unitholders on or
before the next distribution date.
When your Trust sells Securities, the composition and diversity of the
Securities in the Trust may be altered. In order to obtain the best price for a
Trust, it may be necessary for the Supervisor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. In
effecting purchases and sales of a Trust's portfolio securities, the Sponsor may
direct that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the Trusts, the Sponsor or
dealers participating in the offering of Units. In addition, in selecting among
firms to handle a particular transaction, the Sponsor may take into account
whether the firm has sold or is selling units of unit investment trusts which it
sponsors.
Amendment of the Trust Agreement. The Trustee and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by the Sponsor and the Trustee).
The Trust Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Trustee will notify Unitholders
of any amendment.
Termination. Each Trust will terminate on the Mandatory Termination Date or
upon the sale or other disposition of the last Security held in the Trust. A
Trust may be terminated at any time with consent of Unitholders representing
two-thirds of the outstanding Units or by the Trustee when the value of the
Trust is less than $500,000 ($3,000,000 if the value of the Trust has exceeded
$15,000,000) (the "Minimum Termination Value"). Unitholders will be notified of
any termination. The Trustee may begin to sell Securities in connection with a
Trust termination nine business days before, and no later than, the Mandatory
Termination Date. Approximately thirty days before this date, the Trustee will
notify Unitholders of the termination and provide a form enabling qualified
Unitholders to elect an in kind distribution of Securities. See "Rights of
Unitholders--Redemption of Units". This form must be returned at least five
business days prior to the Mandatory Termination Date. Unitholders will receive
a final cash distribution within a reasonable time after the Mandatory
Termination Date. All distributions will be net of Trust expenses and costs.
Unitholders will receive a final distribution statement following termination.
The Information Supplement contains further information regarding termination of
the Trusts. See "Additional Information".
Limitations on Liabilities. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability for taking any action or for refraining from taking any
action in good faith pursuant to the Trust Agreement, or for errors in judgment,
but shall be liable only for their own willful misfeasance, bad faith or gross
negligence (negligence in the case of the Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee. The Trustee, Sponsor
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.
Sponsor. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Trust. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter & Co.
Van Kampen Funds Inc. specializes in the underwriting and distribution of unit
investment trusts and mutual funds with roots in money management dating back to
1926. The Sponsor is a member of the National Association of Securities Dealers,
Inc. and has offices at One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
(630) 684-6000 and 2800 Post Oak Boulevard, Houston, Texas 77056, (713)
993-0500. As of November 30, 1998, the total stockholders' equity of Van Kampen
Funds Inc. was $135,236,000 (audited). The Information Supplement contains
additional information about the Sponsor.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. See "Additional Information".
Performance Information. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Trusts and
returns over specified time periods on other similar Van Kampen trusts (which
may show performance net of expenses and charges which the Trusts would have
charged) with returns on other taxable investments such as the common stocks
comprising the Dow Jones Industrial Average, the S&P 500, other investment
indices, corporate or U.S. government bonds, bank CDs, money market accounts or
money market funds, or with performance data from Lipper Analytical Services,
Inc., Morningstar Publications, Inc. or various publications, each of which has
characteristics that may differ from those of the Trusts. Information on
percentage changes in the dollar value of Units may be included from time to
time in advertisements, sales literature, reports and other information
furnished to current or prospective Unitholders. Total return figures may not be
averaged and may not reflect deduction of the sales charge, which would decrease
return. No provision is made for any income taxes payable. Past performance may
not be indicative of future results. The Trust portfolios are not managed and
Unit price and return fluctuate with the value of common stocks in the
portfolios, so there may be a gain or loss when Units are sold. As with other
performance data, performance comparisons should not be considered
representative of the Trust's relative performance for any future period.

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

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

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

Compensation of Sponsor, Supervisor and Evaluator. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen unit investment
trusts in any calendar year exceed the aggregate cost of providing these
services in that year.
Trustee's Fee. For its services the Trustee will receive the fee from each
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to each Trust is
expected to result from the use of these funds.
Miscellaneous Expenses. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad faith
or wilful misconduct on its part, (g) foreign custodial and transaction fees,
(h) costs associated with liquidating the securities held in a Trust portfolio,
(i) any offering costs incurred after the end of the initial offering period and
(j) expenditures incurred in contacting Unitholders upon termination of a Trust.
Each Trust may pay the expenses of updating its registration statement each
year. Unit investment trust sponsors have historically paid these expenses.
General. The fees and expenses of a Trust will accrue on a daily 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
Internet Trusts............................. 4
Morgan Stanley High-Technology
35 IndexSM Trusts........................ 7
New Frontier Utility Trusts................. 10
Pharmaceutical Trusts....................... 13
Telecommunications & Bandwidth Trusts....... 16
Notes to Portfolios......................... 19
The Securities.............................. 20
Report of Independent Certified
Public Accountants....................... 35
Statements of Condition .................... 36
The Trusts.................................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-4
Retirement Accounts......................... A-8
Wrap Fee and Advisory Accounts.............. A-8
Rights of Unitholders....................... A-8
Trust Administration........................ A-10
Taxation.................................... A-12
Trust Operating Expenses.................... A-16
Other Matters............................... A-16
Additional Information...................... A-17

EMSPRO188

INET #37263

TELE #37749

PROSPECTUS

- - - - --------------------------------------------------------------------------------
November 10, 1999

Van Kampen
Focus Portfolios(SM)

Internet Trust, Series 17A
Internet Trust, Series 17B

Morgan Stanley High-Technology
35 IndexSM Trust, Series 9A
Morgan Stanley High-Technology
35 IndexSM Trust, Series 9B

New Frontier Utility Trust, Series 8A
New Frontier Utility Trust, Series 8B

Pharmaceutical Trust, Series 8A
Pharmaceutical Trust, Series 8B

Telecommunications & Bandwidth
Trust, Series 8A
Telecommunications & Bandwidth
Trust, Series 8B

Van Kampen Funds Inc.

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this prospectus for future reference.

Van Kampen
Information Supplement
Van Kampen Focus Portfolios, Series 188

- - - - --------------------------------------------------------------------------------
This Information Supplement provides additional information concerning the
risks and operations of the Trust which is not described in the Prospectus. This
Information Supplement should be read in conjunction with the Prospectus. This
Information Supplement is not a prospectus, does not include all of the
information that an investor should consider before investing in a Trust and may
not be used to offer or sell Units without the Prospectus. Copies of the
Prospectus can be obtained by contacting the Sponsor at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181 or by contacting your broker. This Information
Supplement is dated as of the date of the Prospectus and all capitalized terms
have been defined in the Prospectus.
Table of Contents
Page
Risk Factors 2
The Trusts 7
Sponsor Information 8
Trustee Information 9
Trust Termination 10

RISK FACTORS
Price Volatility. Because the Trusts invest in common stocks of U.S. and
foreign companies, you should understand the risks of investing in common stocks
before purchasing Units. These risks include the risk that the financial
condition of the company or the general condition of the stock market may worsen
and the value of the stocks (and therefore Units) will fall. Common stocks are
especially susceptible to general stock market movements. The value of common
stocks often rises or falls rapidly and unpredictably as market confidence and
perceptions of companies change. These perceptions are based on factors
including expectations regarding government economic policies, inflation,
interest rates, economic expansion or contraction, political climates and
economic or banking crises. The value of Units will fluctuate with the value of
the stocks in a Trust and may be more or less than the price you originally paid
for your Units. As with any investment, we cannot guarantee that the performance
of a Trust will be positive over any period of time. Because the Trusts are
unmanaged, the Trustee will not sell stocks in response to market fluctuations
as is common in managed investments. In addition, because some Trusts hold a
relatively small number of stocks, you may encounter greater market risk than in
a more diversified investment.
Dividends. Common stocks represent ownership interests in a company and are
not obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means that
common stockholders have a right to receive dividends only if a company's board
of directors declares a dividend and the company has provided for payment of all
of its creditors, bondholders and preferred stockholders. If a company issues
additional debt securities or preferred stock, the owners of these securities
will have a claim against the company's assets before common stockholders if the
company declares bankruptcy or liquidates its assets even though the common
stock was issued first. As a result, the company may be less willing or able to
declare or pay dividends on its common stock.
Foreign Stocks. Because certain Trusts invest in foreign common stocks,
they involve additional risks that differ from an investment in domestic stocks.
Investments in foreign securities may involve a greater degree of risk than
those in domestic securities. There is generally less publicly available
information about foreign companies in the form of reports and ratings similar
to those that are published about issuers in the United States. Also, foreign
issuers are generally not subject to uniform accounting, auditing and financial
reporting requirements comparable to those applicable to United States issuers.
With respect to certain foreign countries, there is the possibility of adverse
changes in investment or exchange control regulations, expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other assets of a Trust, political or social instability, or diplomatic
developments which could affect United States investments in those countries.
Moreover, industrial foreign economies may differ favorably or unfavorably from
the United States' economy in terms of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Foreign securities markets are generally not as developed or
efficient as those in the United States. While growing in volume, they usually
have substantially less volume than the New York Stock Exchange, and securities
of some foreign issuers are less liquid and more volatile than securities of
comparable United States issuers. Fixed commissions on foreign exchanges are
generally higher than negotiated commissions on United States exchanges. There
is generally less government supervision and regulation of securities exchanges,
brokers and listed issuers than in the United States.
Foreign Currencies. Certain Trusts also involve the risk that fluctuations
in exchange rates between the U.S. dollar and foreign currencies may negatively
affect the value of the stocks. For example, if a foreign stock rose 10% in
price but the U.S. dollar gained 5% against the related foreign currency, a U.S.
investor's return would be reduced to about 5%. This is because the foreign
currency would "buy" fewer dollars or, conversely, a dollar would buy more of
the foreign currency. Many foreign currencies have fluctuated widely against the
U.S. dollar for a variety of reasons such as supply and demand of the currency,
investor perceptions of world or country economies, political instability,
currency speculation by institutional investors, changes in government policies,
buying and selling of currencies by central banks of countries, trade balances
and changes in interest rates. A Trust's foreign currency transactions will be
conducted with foreign exchange dealers acting as principals on a spot (i.e.,
cash) buying basis. These dealers realize a profit based on the difference
between the price at which they buy the currency (bid price) and the price at
which they sell the currency (offer price). The Evaluator will estimate the
currency exchange rates based on current activity in the related currency
exchange markets, however, due to the volatility of the markets and other
factors, the estimated rates may not be indicative of the rate a Trust might
obtain had the Trustee sold the currency in the market at that time.
Liquidity. Whether or not the stocks in a Trust are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.
Additional Units. The Sponsor may create additional Units of a Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.
Voting. Only the Trustee may sell or vote the stocks in a Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The Trustee
will vote the stocks in the same general proportion as shares held by other
shareholders if the Sponsor fails to provide instructions.
Year 2000. The Trusts could be negatively impacted if computer systems used
by the Sponsor, Evaluator, Supervisor or Trustee or other service providers to
the Trusts do not properly process date-related information after January 1,
2000. This is commonly known as the "Year 2000 Problem". The Sponsor, Evaluator,
Supervisor and Trustee are taking steps to address this problem and to obtain
reasonable assurances that other service providers to the Trusts are taking
comparable steps. We cannot guarantee that these steps will be sufficient to
avoid any adverse impact on the Trusts. This problem is expected to impact
corporations to varying degrees based on factors such as industry sector and
degree of technological sophistication. We cannot predict what impact, if any,
this problem will have on the issuers of stocks in the Trusts.
Technology Issuers. Certain Trusts are concentrated in issuers within the
technology industry. A portfolio concentrated in a single industry may present
more risk than a portfolio broadly diversified over several industries. These
Trusts, and therefore Unitholders, may be particularly susceptible to a negative
impact resulting from adverse market conditions or other factors affecting
technology issuers because any negative impact on the technology industry will
not be diversified among issuers within other unrelated industries. Accordingly,
an investment in Units should be made with an understanding of the
characteristics of the technology industry and the risks which such an
investment may entail.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer related
equipment, computer networks, communications systems, telecommunications
products, electronic products, and other related products, systems and services.
The market for technology products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the Securities
depends in substantial part on the timely and successful introduction of new
products. An unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular technology
could have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Securities will
be able to respond timely to compete in the rapidly developing marketplace.
The market for certain technology products and services may have only
recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered equity securities to the
public. Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is important
to note that following its initial public offering a security is likely to
experience substantial stock price volatility and speculative trading.
Accordingly, there can be no assurance that upon redemption of Units or
termination of a Trust a Unitholder will receive an amount greater than or equal
to the Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the ability of a
Unitholder to redeem units, or roll over Units into a new trust, at a price
equal to or greater than the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
and interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies are incorporated into
other related products, certain companies are often highly dependent on the
performance of other computer, electronics and communications companies. There
can be no assurance that these customers will place additional orders, or that
an issuer of Securities will obtain orders of similar magnitude as past orders
form other customers. Similarly, the success of certain companies is tied to a
relatively small concentration of products or technologies with intense
competition between companies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material adverse
impact on issuers of the Securities.
Telecommunications Issuers. Because certain Trusts are concentrated in the
telecommunications industry, the value of the Units of these Trusts may be
susceptible to factors affecting the telecommunications industry. The
telecommunications industry is subject to governmental regulation and the
products and services of telecommunications companies may be subject to rapid
obsolescence. These factors could affect the value of Units. Telephone companies
in the United States, for example, are subject to both state and federal
regulations affecting permitted rates of returns and the kinds of services that
may be offered. Certain types of companies represented in a Trust portfolio are
engaged in fierce competition for a share of the market of their products. As a
result, competitive pressures are intense and the stocks are subject to rapid
price volatility. While a Trust portfolio concentrates on the securities of
established suppliers of traditional telecommunication products and services, a
Trust may also invest in smaller telecommunications companies which may benefit
from the development of new products and services. These smaller companies may
present greater opportunities for capital appreciation, and may also involve
greater risk than large, established issuers. Such smaller companies may have
limited product lines, market or financial resources, and their securities may
trade less frequently and in limited volume than the securities of larger, more
established companies. As a result, the prices of the securities of such smaller
companies may fluctuate to a greater degree than the prices of securities of
other issuers.
Pharmaceutical Issuers. An investment in Units of certain Trusts should be
made with an understanding of the problems and risks inherent in the healthcare
industry in general. Healthcare companies involved in advanced medical devices
and instruments, drugs and biotech, managed care, hospital management/health
services and medical supplies have potential risks unique to their sector of the
healthcare field. These companies are subject to governmental regulation of
their products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such products or
services. Furthermore, such companies face the risk of increasing competition
from new products or services, generic drug sales, termination of patent
protection for drug or medical supply products and the risk that technological
advances will render their products obsolete. The research and development costs
of bringing a drug to market are substantial, and include lengthy governmental
review processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products for
several years. Such companies may also have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic. In addition, healthcare facility operators may be affected by events
and conditions including, among other things, demand for services, the ability
of the facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other hospitals, efforts by
insurers and governmental agencies to limit rates, legislation establishing
state rate-setting agencies, expenses, government regulation, the cost and
possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that associated with
Medicare, Medicaid and other similar third-party payor programs.
Legislative proposals concerning healthcare are proposed in Congress from
time to time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of prescription
drugs), national health insurance, incentives for competition in the provision
of healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in the Trust.
Utility Issuers. An investment in Units of certain Trusts should be made
with an understanding of the characteristics of the public utility industry and
the risks which such an investment may entail. General problems of the public
utility industry include the difficulty in obtaining an adequate return on
invested capital despite frequent increases in rates which have been granted by
the public service commissions having jurisdiction, the difficulty in financing
large construction programs during an inflationary period, the restrictions on
operations and increased cost and delays attributable to environmental and other
regulatory considerations, the difficulty of the capital markets absorbing
utility debt and equity securities, the difficulty in obtaining fuel for
electric generation at reasonable prices, and the effects of energy
conservation. There is no assurance that public service commissions will grant
rate increases in the future or that any such increases will be adequate to
cover operating and other expenses and debt service requirements. All of the
public utilities which are issuers of the Securities have been experiencing many
of these problems in varying degrees. Furthermore, utility stocks are
particularly susceptible to interest rate risk, generally exhibiting an inverse
relationship to interest rates. As a result, electric utility stock prices may
be adversely affected as interest rates rise. There can be no assurance that
these customers will place additional orders, or that an issuer of Securities
will obtain orders of similar magnitude as past orders form other customers.
Similarly, the success of certain companies is tied to a relatively small
concentration of products or technologies with intense competition between
companies. Accordingly, a decline in demand of such products, technologies or
from such customers could have a material adverse impact on issuers of the
Securities.
Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and the
appropriate rate of return on an approved asset base, which must be approved by
the state commissions. Certain utilities have had difficulty from time to time
in persuading regulators, who are subject to political pressures, to grant rate
increases necessary to maintain an adequate return on investment and voters in
many states have the ability to impose limits on rate adjustments (for example,
by initiative or referendum). Any unexpected limitations could negatively affect
the profitability of utilities whose budgets are planned far in advance. In
addition, gas pipeline and distribution companies have had difficulties in
adjusting to short and surplus energy supplies, enforcing or being required to
comply with long-term contracts and avoiding litigation from their customers, on
the one hand, or suppliers, on the other.
Certain of the issuers of the Securities may own or operate nuclear
generating facilities. Governmental authorities may from time to time review
existing, and impose additional, requirements governing the licensing,
construction and operation of nuclear power plants. Nuclear generating projects
in the electric utility industry have experienced substantial cost increases,
construction delays and licensing difficulties. These have been caused by
various factors, including inflation, high financing costs, required design
changes and rework, allegedly faulty construction, objections by groups and
governmental officials, limits on the ability to finance, reduced forecasts of
energy requirements and economic conditions. This experience indicates that the
risk of significant cost increases, delays and licensing difficulties remain
present until completion and achievement of commercial operation of any nuclear
project. Also, nuclear generating units in service have experienced unplanned
outages or extensions of scheduled outages due to equipment problems or new
regulatory requirements sometimes followed by a significant delay in obtaining
regulatory approval to return to service. A major accident at a nuclear plant
anywhere, such as the accident at a plant in Chernobyl, could cause the
imposition of limits or prohibitions on the operation, construction or licensing
of nuclear units.
In view of the uncertainties discussed above, there can be no assurance
that any company's share of the full cost of nuclear units under construction
ultimately will be recovered in rates or the extent to which a company could
earn an adequate return on its investment in such units. The likelihood of a
significantly adverse event occurring in any of the areas of concern described
above varies, as does the potential severity of any adverse impact. It should be
recognized, however, that one or more of such adverse events could occur and
individually or collectively could have a material adverse impact on a company's
financial condition, the results of its operations, its ability to make interest
and principal payments on its outstanding debt or to pay dividends.
Other general problems of the gas, water, telephone and electric utility
industries (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail transportation to transport
fossil fuels, the uncertainty of transmission service costs for both interstate
and intrastate transactions, changes in tax laws which adversely affect a
utility's ability to operate profitably, increased competition in service costs,
recent reductions in estimates of future demand for electricity and gas in
certain areas of the country, restrictions on operations and increased cost and
delays attributable to environmental considerations, uncertain availability and
increased cost of capital, unavailability of fuel for electric generation at
reasonable prices, including the steady rise in fuel costs and the costs
associated with conversion to alternate fuel sources such as coal, availability
and cost of natural gas for resale, technical and cost factors and other
problems associated with construction, licensing, regulation and operation of
nuclear facilities for electric generation, including, among other
considerations, the problems associated with the use of radioactive materials
and the disposal of radioactive wastes, and the effects of energy conservation.
Each of the problems referred to could adversely affect the ability of the
issuers of any Securities to make dividend payments.

THE TRUSTS
In seeking the Trusts' objectives, the Sponsor considered the ability of
the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.
Investors should note that the above criteria were applied to the
Securities for inclusion in the Trusts as of the Initial Date of Deposit. Should
a Security no longer meet the criteria used for selection for a Trust, such
Security will not as a result thereof be removed from a Trust portfolio.
Hypothetical annual total returns for the Standard & Poor's 500 Index and
the Standard & Poor's Pharmaceutical Index are shown in the following table.

Pharmaceutical
S&P 500 Index
------------- -------------
1993 2.33% 9.42%
1994 (0.02) 6.19
1995 6.03 14.53
1996 8.34 5.24
1997 2.87 10.98
1998 21.30 13.51
1999 thru 9/30 (6.24) (9.73)

This is not the past performance of any Trust or a previous series of any
Trust and does not indicate the future performance of any Trust. The performance
figure for the Standard & Poor's Pharmaceutical Index does not reflect Trust
sales charges and expenses.
The Internet Trust and the Morgan Stanley High-Technology 35 Index Trust
may offer growth potential based on the following factors. Some expect the
internet audience to increase from 100 million by the end of 1998 to 320 million
by 2002. The percentage of World Wide Web users making purchases online may grow
from 26% in 1997 to 40% in 2002. Some expect World Wide Web commerce to increase
from $2.6 billion in 1996 to $400 billion by 2002.
Hypothetical annual total returns for the Morgan Stanley High-Technology 35
Index, the Standard & Poor's 500 Index and the Nasdaq-100 Index are shown in the
following table.

High-Tech S & P Nasdaq-
35 Index 500 100
-------- -------- --------
1994 30.65% 1.33% 1.78%
1995 48.81 37.44 43.04
1996 19.80 22.90 42.77
1997 15.35 33.30 20.77
1998 91.75 28.50 85.46
1999 thru 9/30 39.10 5.33 31.21

This is not the past performance of any Trust or a previous series of any
Trust and does not indicate the future performance of any Trust. The performance
figure for the High-Tech 35 Index reflects hypothetical Trust sales charges and
expenses. The performance of any Trust will differ from the index because a
Trust includes a sales charge and expenses. In addition, a Trust may not be able
to exactly replicate the index and will not necessarily change if the index
changes.
These figures do not take into consideration taxes or any sales charges,
commissions or fees that an investor would incur in connection with these
investments. The S&P 500 Index measures the performance of 500 stocks from 83
industrial groups. U.S. Treasury bonds are considered long-term investments and
are subject to price fluctuations. The value of long-term bonds decline as
interest rates rise. Stock indices are unmanaged, statistical composites and do
not include payment of any sales charges or fees an investor would pay to
purchase the securities they represent. Furthermore, an investment cannot be
made in an index. U.S. Treasury bills are short-term obligations of the U.S.
government that are purchased at a discount and mature at face value. U.S.
government securities are backed by the full faith and credit of the government.
The Consumer Price Index is a statistical measure of the annual rate of
inflation; it is not an investment. The historical performance of these indices
is shown for illustrative purposes only; it is not meant to forecast, imply or
guarantee the future performance of any particular investment vehicle or the
Trust. Securities in which the Trust invests will be different from those in
these indices. Common stocks involve greater risks than government bonds and
CDs, as they are more volatile and have greater potential for loss of principal.
The Morgan Stanley indices (the Indices") are the exclusive property of
Morgan Stanley and is a service mark of Morgan Stanley and has been licensed for
use by the Trusts and Van Kampen Funds Inc.
This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of the
Indices to track general stock market performance. Morgan Stanley is the
licensor of certain trademarks, service marks and trade names of Morgan Stanley
and of the Indices which are determined, composed and calculated by Morgan
Stanley without regard to the issuer of this fund or this fund. Morgan Stanley
has no obligation to take the needs of the issuer of this fund or the owners of
this fund into consideration in determining, composing or calculating the
Indices. Morgan Stanley is not responsible for and has not participated in the
determination of or the timing of, prices at, or quantities of this fund to be
issued or in the determination or calculation of the equation by which Units of
this fund is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this fund in connection with the administration, marketing or
trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR
USE IN THE CALCULATION OF THE INDICES FROM SOURCES WHICH MORGAN STANLEY
CONSIDERS RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE
ACCURACY AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED THEREIN.
NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR
IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND
COUNTERPARTIES, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE INDICES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS
LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER
PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE INDICES OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY
OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES. SPONSOR INFORMATION
Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the Trust.
The Sponsor is an indirect subsidiary of Van Kampen Investments Inc. Van Kampen
Investments Inc. is a wholly owned subsidiary of MSAM Holdings II, Inc., which
in turn is a wholly owned subsidiary of Morgan Stanley Dean Witter & Co.
("MSDW").
MSDW, together with various of its directly and indirectly owned
subsidiaries, is engaged in a wide range of financial services through three
primary businesses: securities, asset management and credit services. These
principal businesses include securities underwriting, distribution and trading;
merger, acquisition, restructuring and other corporate finance advisory
activities; merchant banking; stock brokerage and research services; asset
management; trading of futures, options, foreign exchange commodities and swaps
(involving foreign exchange, commodities, indices and interest rates); real
estate advice, financing and investing; global custody, securities clearance
services and securities lending; and credit card services.
Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has offices at One Parkview Plaza, Oakbrook Terrace, Illinois
60181, (630) 684-6000 and 2800 Post Oak Boulevard, Houston, Texas 77056, (713)
993-0500. As of November 30, 1998, the total stockholders' equity of Van Kampen
Funds Inc. was $135,236,000 (audited). (This paragraph relates only to the
Sponsor and not to the Trust or to any other Series thereof. The information is
included herein only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations. More detailed financial information will be made available by the
Sponsor upon request.)
As of March 31, 1999, the Sponsor and its Van Kampen affiliates managed or
supervised approximately $75 billion of investment products. The Sponsor and its
Van Kampen affiliates managed $64 billion of assets, consisting of $36.6 billion
for 50 open-end mutual funds, $19.5 billion for 39 closed-end funds and $8.2
billion for 106 institutional accounts. The Sponsor has also deposited more than
3,200 unit trusts amounting to approximately $35.4 billion of assets. All of Van
Kampen's open-end funds, closed-ended funds and unit investment trusts are
professionally distributed by leading financial firms nationwide. Based on
cumulative assets deposited, the Sponsor believes that it is the largest sponsor
of insured municipal unit investment trusts, primarily through the success of
its Insured Municipals Income Trust(R) or the IM-IT(R) trust. The Sponsor also
provides surveillance or evaluation services at cost for approximately $13.4
billion of unit investment trust assets outstanding. Since 1976, the Sponsor has
serviced over two million investor accounts, opened through retail distribution
firms.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.

TRUSTEE INFORMATION
The Trustee is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its unit investment trust division
offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668. The Bank
of New York is subject to supervision and examination by the Superintendent of
Banks of the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolios.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for each Trust. Such
records shall include the name and address of, and the number of Units of each
Trust held by, every Unitholder. Such books and records shall be open to
inspection by any Unitholder at all reasonable times during the usual business
hours. The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute, rule or
regulation. The Trustee is required to keep a certified copy or duplicate
original of the Trust Agreement on file in its office available for inspection
at all reasonable times during the usual business hours by any Unitholder,
together with a current list of the Securities held in each Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
Upon execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original trustee
shall vest in the successor. The resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

TRUST TERMINATION
A Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Trust then outstanding or by the
Trustee when the value of the Securities owned by a Trust, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Trust has
exceeded $15,000,000). A Trust will be liquidated by the Trustee in the event
that a sufficient number of Units of such Trust not yet sold are tendered for
redemption by the Sponsor, so that the net worth of such Trust would be reduced
to less than 40% of the value of the Securities at the time they were deposited
in such Trust. If a Trust is liquidated because of the redemption of unsold
Units by the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date.
Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, Securities will begin to be sold in
connection with the termination of the Trusts. The Sponsor will determine the
manner, timing and execution of the sales of the Securities. The Sponsor shall
direct the liquidation of the Securities in such manner as to effectuate orderly
sales and a minimal market impact. In the event the Sponsor does not so direct,
the Securities shall be sold within a reasonable period and in such manner as
the Trustee, in its sole discretion, shall determine. At least 30 days before
the Mandatory Termination Date the Trustee will provide written notice of any
termination to all Unitholders of the appropriate Trust and in the case of a
Trust will include with such notice a form to enable Unitholders owning 1,000 or
more Units to request an in kind distribution of the U.S.-traded Securities. To
be effective, this request must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date. On the Mandatory
Termination Date (or on the prior business day if a holiday) the Trustee will
deliver each requesting Unitholder's pro rata number of whole shares of the
U.S.-traded Securities in a Trust to the account of the broker-dealer or bank
designated by the Unitholder at Depository Trust Company. The value of the
Unitholder's fractional shares of the Securities will be paid in cash.
Unitholders with less than 1,000 Units, Unitholders in a Trust with 1,000 or
more Units not requesting an in kind distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee will deduct from the funds of the appropriate Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. The Trustee will then distribute to
each Unitholder of each Trust his pro rata share of the balance of the Income
and Capital Accounts of such Trust.
Within 60 days of the final distribution Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in the
same manner.

CONTENTS OF REGISTRATION STATEMENTS

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

The facing sheet
The Prospectus
The signatures
The consents of independent public accountants and legal counsel

The following exhibits:

1.1 Copy of Trust Agreement.

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

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

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

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Accountants.

SIGNATURES

The Registrant, Van Kampen Focus Portfolios, Series 188, hereby
identifies Van Kampen Merritt Equity Opportunity Trust, Series 1, Series 2,
Series 4 and Series 7 and Van Kampen American Capital Equity Opportunity Trust,
Series 13, Series 14, Series 57 and Series 89 for purposes of the
representations required by Rule 487 and represents the following: (1) that the
portfolio securities deposited in the series as to the securities of which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to the
securities of which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Commission or the
staff; and (3) that it has complied with Rule 460 under the Securities Act of
1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Focus Portfolios, Series 188 has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 10th day of November, 1999.
Van Kampen Focus Portfolios, Series 188
By Van Kampen Funds Inc.

By Christine K. Putong
Assistant Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on November 10,
1999 by the following persons who constitute a majority of the Board of
Directors of Van Kampen Funds Inc.

SIGNATURE TITLE

Richard F. Powers III Chairman and Chief Executive )

Officer )

John H. Zimmerman III President and Chief Operating )

Officer )

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

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

Michael H. Santo Executive Vice President )

Christine K. Putong
(Attorney-in-fact*)

- - - - --------------------------------------------------------------------------------
*An executed copy of each of the related powers of attorney is filed
herewith or was filed with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 of Van Kampen Focus Portfolios,
Series 136 (File No. 333-70897) and the same are hereby incorporated herein by
this reference.

EXHIBIT 1.1
VAN KAMPEN FOCUS PORTFOLIOS
SERIES 188
TRUST AGREEMENT

Dated: November 10, 1999

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

WITNESSETH THAT:

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

PART I
STANDARD TERMS AND CONDITIONS OF TRUST

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

PART II
SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

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

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

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

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

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

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

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

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

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

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

7. Section 6.01(e) is hereby replaced with the following:

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

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

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

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

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

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

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

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

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

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

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

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

9. Section 3.15 of the Standard Terms and Conditions of Trust is hereby
replaced in its entirety by the following:

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

The term "Deferred Sales Charge Payment Dates" shall mean the
10th day of each month beginning March 10, 2000 and continuing through
October 10, 2000. If any Deferred Sales Charge Payment Date is not a
Business Day, that Deferred Sales Charge Payment Date shall be deemed
to be the next business day. The term "Deferred Sales Charge Payment"
shall mean a fraction of the total maximum deferred sales charge
specified in the Prospectus, the numerator of which is one and the
denominator of which is equal to the total number of Deferred Sales
Charge Payment Dates.

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

Van Kampen Funds Inc.

By James J. Boyne
Senior Vice President
Attest:

By Weston B. Wetherell
Vice President
American Portfolio Evaluation Services,
a division of Van Kampen Investment Advisory Corp.

By James J. Boyne
Senior Vice President
Attest

By Weston B. Wetherell
Vice President
Van Kampen Investment Advisory Corp.

By James J. Boyne
Senior Vice President
Attest

By Weston B. Wetherell
Vice President

The Bank of New York

By Jeffrey Cohen
Vice President
Attest

By Robert Weir
Assistant Treasurer

SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED IN
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 188

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

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

November 10, 1999

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

Re: Van Kampen Focus Portfolios, Series 188
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 188 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated November 10, 1999, among Van Kampen Funds Inc., as
Depositor, American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp.,
as Supervisory Servicer, and The Bank of New York, as Trustee, pursuant to which
the Depositor has delivered to and deposited the Securities listed in the
Schedule to the Trust Agreement with the Trustee and pursuant to which the
Trustee has provided to or on the order of the Depositor documentation
evidencing ownership of Units of fractional undivided interest in and ownership
of the Trust (hereinafter referred to as the "Units"), created under said Trust
Agreement.

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

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

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

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

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-89023) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

November 10, 1999

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

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

Re: Van Kampen Focus Portfolios, Series 188
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 188 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated November 10, 1999 (the "Indenture") among Van Kampen Funds Inc.,
as Depositor, American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp.,
as Supervisory Servicer, and The Bank of New York, as Trustee. The Fund is
comprised of the following separate unit investment trusts, Pharmaceutical
Trust, Series 8A, Pharmaceutical Trust, Series 8B, New Frontier Utility Trust,
Series 8A, New Frontier Utility Trust, Series 8B, Internet Trust, Series 17A,
Internet Trust, Series 17B, Telecommunications & Bandwidth Trust, Series 8A,
Telecommunications & Bandwidth Trust, Series 8B, Morgan Stanley High-Technology
35 Index Trust, Series 9A, and Morgan Stanley High-Technology 35 Index Trust,
Series 9B (each a "Trust").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours

CHAPMAN AND CUTLER

EXHIBIT 3.3

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

November 10, 1999

Van Kampen Focus Portfolios, Series 188
c/o The Bank of New York, As Trustee
101 Barclay Street, 17 West
New York, New York 10286

Dear Sirs:

We have acted as special counsel for the Van Kampen Focus Portfolios,
Series 188 (the "Fund") consisting of Pharmaceutical Trust, Series 8A,
Pharmaceutical Trust, Series 8B, New Frontier Utility Trust, Series 8A, New
Frontier Utility Trust, Series 8B, Internet Trust, Series 17A, Internet Trust,
Series 17B, Telecommunications & Bandwidth Trust, Series 8A, Telecommunications
& Bandwidth Trust, Series 8B, Morgan Stanley High-Technology 35 Index Trust,
Series 9A, and Morgan Stanley High-Technology 35 Index Trust, Series 9B
(individually a "Trust" and, in the aggregate, the "Trusts") for purposes of
determining the applicability of certain New York taxes under the circumstances
hereinafter described.

The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen Funds Inc. (the
"Depositor"), American Portfolio Evaluation Services, a division of an affiliate
of the Depositor, as Evaluator, Van Kampen Investment Advisory Corp., an
affiliate of the Depositor, as Supervisory Servicer (the "Supervisory
Servicer"), and The Bank of New York, as trustee (the "Trustee"). As described
in the prospectus relating to the Fund dated today to be filed as an amendment
to a registration statement heretofore filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Prospectus") (File
Number 333-89023), the objectives of the Fund are to provide the potential for
dividend income and capital appreciation through investment in a fixed portfolio
of actively traded equity securities of companies engaged in, providing services
to companies in, the industry identified in Trust's name, or are the type of
securities identified in the name of the Trusts. It is noted that no opinion is
expressed herein with regard to the Federal tax aspects of the securities, the
Trusts, units of the Trusts (the "Units"), or any income, gains or losses in
respect thereof.

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

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

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

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

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

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

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

The Regulations promulgated under Section 208 provide as follows:

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

WINSTON & STRAWN

EXHIBIT 4.1

Interactive Data
FINANCIAL TIMES Information
100 William Street, 15th Floor, New York, NY 10038 USA
Tel: (212) 269-6300 Fax: (212) 771-6445

November 9, 1999

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

Re: Van Kampen Focus Portfolios Pharmaceutical Trust, Series 8A, Pharmaceutical
Trust, Series 8B, New Frontier Utility Trust, Series 8A, New Frontier
Utility Trust, Series 8B, Internet Trust, Series 17A, Internet Trust,
Series 17B, Telecommunications & Bandwidth Trust, Series 8A,
Telecommunications & Bandwidth Trust, Series 8B, Morgan Stanley
High-Technology 35 Index Trust, Series 9A, and Morgan Stanley
High-Technology 35 Index Trust, Series 9B (A Unit Investment Trust)
Registered Under the Securities Act of 1933, File No. 333-89023

Gentlemen:

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

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

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

Very truly yours,

Steve Miano
Director Fixed Income Data Operations

EXHIBIT 4.2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

We have issued our report dated November 10, 1999 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 188 as of November 10, 1999 contained in the Registration Statement on
Form S-6 and Prospectus. We consent to the use of our report in the Registration
Statement and Prospectus and to the use of our name as it appears under the
caption "Other Matters-Independent Certified Public Accountants."

Grant Thornton LLP

Chicago, Illinois
November 10, 1999