VAN KAMPEN FOCUS PORTFOLIOS SERIES 199, 487, 2000-01-13

VAN KAMPEN FOCUS PORTFOLIOS SERIES 199
487, 2000-01-13

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MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 199

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 199 on January 13, 2000. 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. 333-92965
CIK #1025531

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 199

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 January 13, 2000 pursuant to Rule 487.

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

Financial Institutions Trust
Series 3A
Series 3B

Global Energy Trust
Series 12

Internet Trust
Series 18A
Series 18B

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

Van Kampen Focus Portfolios, Series 199 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 the Financial Institutions and Internet
portfolios 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.

January 13, 2000

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
January 13, 2000

Global
Energy Series A Series B
Public Offering Price Trust Trusts Trusts
------------ ------------ ------------
<S> <C> <C> <C>
Aggregate value of Securities per Unit (1) $ 9.900 $ 9.900 $ 9.900
Sales charge 0.295 0.295 0.450
Less deferred sales charge 0.195 0.195 0.350
Public offering price per Unit (2) $10.000 $ 10.000 $ 10.000
</TABLE>

General Information
Initial Date of Deposit January 13, 2000
Global Energy Trust Mandatory Termination Date April 12, 2001
Series A Mandatory Termination Date April 12, 2001
Series B Mandatory Termination Date January 13, 2005
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)
------------ -------------- ------------- ------------- ------------- ------------- -------------
Financial Institutions Trust
<S> <C> <C> <C> <C> <C> <C>
Series A 15,001 $ 148,514 .10 $ .24662 $ 9.70 $ .03272
Financial Institutions Trust
Series B 15,001 $ 148,514 .10 $ .24662 $ 9.55 $ .02829
Global Energy Trust 14,769 $ 146,210 .05 $ .15653 $ 9.70 $ .02765
Internet Trust Series A 15,006 $ 148,563 N/A $ .00000 $ 9.68 $ .00823
Internet Trust Series B 15,006 $ 148,563 N/A $ .00000 $ 9.53 $ .01754
</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, as of the close of the New York Stock Exchange on the 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.

Fee Table

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

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

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

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>
Financial Institutions Trust Series A............. $ 0.01180 $ 0.00500 $ 0.01680
Financial Institutions Trust Series B............. $ 0.01671 $ 0.00500 $ 0.02171
Global Energy Trust............................... $ 0.01735 $ 0.00500 $ 0.02235
Internet Trust Series A........................... $ 0.00909 $ 0.00500 $ 0.01409
Internet Trust Series B........................... $ 0.01088 $ 0.00500 $ 0.01588
</TABLE>
<TABLE>
<CAPTION>

Estimated Costs Over Time (3) One Year Three Years Five Years Ten Years
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Financial Institutions Trust Series A............. $ 35 $ 85 N/A N/A
Financial Institutions Trust Series B............. $ 50 $ 54 $ 59 N/A
Global Energy Trust............................... $ 35 $ 85 N/A N/A
Internet Trust Series A........................... $ 32 $ 77 N/A N/A
Internet Trust 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 Financial
Institutions Series A Trust, Global Energy Trust and Internet 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 Global Energy Trust and the 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 May 10, 2000
through January 9, 2001. 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.

Financial Institutions Trusts

Each Trust seeks to provide capital appreciation through an investment in a
portfolio of common stocks issued by financial institutions. Financial
institutions generally include insurance companies, money center banks, regional
banks, savings and loans, consumer and industrial finance companies, securities
brokerage companies, real estate investment companies, investment managers and
leasing companies. Each Trust may invest in some or all of these sectors. The
boundaries separating different financial sectors have become blurred. Banks are
not the only institutions offering checking and savings accounts, insurance
companies are not the only companies offering insurance and brokerage firms are
not the only companies offering investment products. As financial institutions
continue to consolidate, the boundaries become even more faint.

We believe that trends suggest that the financial institutions industry is
looking to consolidate financial-related products and services. The biggest
impediment to this trend has been legislation. Legislators are currently seeking
to break down barriers. As this progresses, we hope to see a financial
institutions industry that is less dependent on the interest rate spreads for
its profitability and more dependent on fees charged for products and services.

Certain factors may suggest that bank and thrift stocks offer a potential for
growth, such as:

o An increased number of consolidations and mergers

o Relatively stable interest rates

o Low inflationary expectations

o Expansion of lending products

o Consumer confidence

o Growth in consumer spending

o Growth in credit cards

o Strong credit quality

o Growth in electronic commerce

o Increase in transaction volume due to improvements in technology

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

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.

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)
---------- ----------------------------------- --------------- ----------- -------------
Accident & Health Insurance
<S> <C> <C> <C> <C>
204 Torchmark Corporation $ 27.688 1.30% $ 5,648.25
Diversified Financial Services
36 American Express Company 155.188 0.58 5,586.75
106 Citigroup, Inc. 54.875 1.02 5,816.75
66 Providian Financial Corporation 85.813 0.23 5,663.63
Finance Companies
131 Capital One Financial Corporation 44.250 0.24 5,796.75
274 CIT Group, Inc. 20.313 1.97 5,565.63
97 Fannie Mae 59.813 1.81 5,801.81
217 MBNA Corporation 27.125 1.18 5,886.13
Insurance Brokers/Services
59 Marsh & McLennan Companies, Inc. 95.813 1.88 5,652.94
Investment Bankers/Brokers/Services
152 Charles Schwab Corporation 37.625 0.15 5,719.00
Investment Managers
182 Alliance Capital Management Holding L.P. 32.188 0.00 5,858.13
Major Banks
123 Bank of America Corporation 46.500 4.30 5,719.50
188 Bank One Corporation 30.313 5.54 5,698.75
81 Chase Manhattan Corporation 70.250 2.33 5,690.25
174 First Union Corporation 33.125 5.68 5,763.75
182 FleetBoston Financial Corporation 30.938 3.88 5,630.63
264 National City Corporation 21.813 5.23 5,758.50
138 PNC Bank Corporation 42.000 4.29 5,796.00
255 U.S. Bancorp 22.375 3.49 5,705.63
150 Wells Fargo Company 38.313 2.09 5,746.88
Multi-Line Insurance
53 American International Group, Inc. 109.000 0.18 5,777.00
Savings & Loan Associations
249 Bank United Corporation 22.500 3.29 5,602.50
231 Washington Mutual, Inc. 24.000 4.33 5,544.00
Smaller Banks
236 Cullen/Frost Bankers, Inc 24.125 2.90 5,693.50
417 Peoples Heritage Financial Group, Inc. 13.625 3.52 5,681.63
Specialty Insurers
111 XL Capital, Ltd. 51.438 3.50 5,709.56
- ---------- -------------
4,376 $ 148,513.85
========== =============
</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)
---------- ----------------------------------- --------------- ----------- ------------
Accident & Health Insurance
<S> <C> <C> <C> <C>
204 Torchmark Corporation $ 27.688 1.30% $ 5,648.25
Diversified Financial Services
36 American Express Company 155.188 0.58 5,586.75
106 Citigroup, Inc. 54.875 1.02 5,816.75
66 Providian Financial Corporation 85.813 0.23 5,663.63
Finance Companies
131 Capital One Financial Corporation 44.250 0.24 5,796.75
274 CIT Group, Inc. 20.313 1.97 5,565.63
97 Fannie Mae 59.813 1.81 5,801.81
217 MBNA Corporation 27.125 1.18 5,886.13
Insurance Brokers/Services
59 Marsh & McLennan Companies, Inc. 95.813 1.88 5,652.94
Investment Bankers/Brokers/Services
152 Charles Schwab Corporation 37.625 0.15 5,719.00
Investment Managers
182 Alliance Capital Management Holding L.P. 32.188 0.00 5,858.13
Major Banks
123 Bank of America Corporation 46.500 4.30 5,719.50
188 Bank One Corporation 30.313 5.54 5,698.75
81 Chase Manhattan Corporation 70.250 2.33 5,690.25
174 First Union Corporation 33.125 5.68 5,763.75
182 FleetBoston Financial Corporation 30.938 3.88 5,630.63
264 National City Corporation 21.813 5.23 5,758.50
138 PNC Bank Corporation 42.000 4.29 5,796.00
255 U.S. Bancorp 22.375 3.49 5,705.63
150 Wells Fargo Company 38.313 2.09 5,746.88
Multi-Line Insurance
53 American International Group, Inc. 109.000 0.18 5,777.00
Savings & Loan Associations
249 Bank United Corporation 22.500 3.29 5,602.50
231 Washington Mutual, Inc. 24.000 4.33 5,544.00
Smaller Banks
236 Cullen/Frost Bankers, Inc 24.125 2.90 5,693.50
417 Peoples Heritage Financial Group, Inc. 13.625 3.52 5,681.63
Specialty Insurers
111 XL Capital, Ltd. 51.438 3.50 5,709.56
- ---------- -------------
4,376 $ 148,513.85
========== =============
</TABLE>

See "Notes to Portfolios".

Global Energy Trust

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

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

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

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

Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- -------------
Contract Drilling
<S> <C> <C> <C> <C>
123 Diamond Offshore Drilling, Inc. $ 28.563 1.75% $ 3,513.19
159 ENSCO International, Inc. 22.125 0.45 3,517.88
222 Global Marine, Inc. 15.875 0.00 3,524.25
168 Rowan Companies, Inc 20.875 0.00 3,507.00
110 Transocean Sedco Forex, Inc. 33.500 0.36 3,685.00
Integrated Oil Companies
67 Amerada Hess Corporation 54.938 1.09 3,680.81
+ 131 BP Amoco Plc 56.563 2.12 7,409.69
85 Chevron Corporation 85.875 3.03 7,299.38
296 Conoco, Inc. 24.125 3.15 7,141.00
+ 138 ENI 53.438 2.17 7,374.38
89 Exxon Mobil Corporation 83.500 2.11 7,431.50
167 Phillips Petroleum Company 44.063 3.09 7,358.44
+ 118 Royal Dutch Petroleum Company 62.438 2.16 7,367.63
129 Texaco, Inc. 57.375 3.14 7,401.38
Oil & Gas Production
109 Anadarko Petroleum Corporation 33.375 0.60 3,637.88
106 Apache Corporation 35.125 0.80 3,723.25
234 Burlington Resources, Inc. 31.875 1.73 7,458.75
228 EOG Resources, Inc. 16.375 0.73 3,733.50
181 Noble Affiliates, Inc. 20.438 0.78 3,699.19
153 Triton Energy, Limited 24.438 0.00 3,738.94
Oil Refining/Marketing
+ 120 Total Fina SA 61.750 1.24 7,410.00
Oil & Gas Transmission
222 Coastal Corporation 33.563 0.74 7,450.88
Oilfield Services/Equipment
162 Baker Hughes, Inc. 22.438 2.05 3,634.88
184 Halliburton Company 37.750 1.32 6,946.00
124 Schlumberger, Limited 59.188 1.27 7,339.25
71 Smith International, Inc. 52.250 0.00 3,709.75
93 Weatherford International, Inc. 37.813 0.00 3,516.56
- ---------- ------------
3,989 $ 146,210.36
========== ============
</TABLE>

See "Notes to Portfolios".

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. The Internet is an
electronic communications network that connects computer networks and
organizational computer facilities around the world. With a computer and access
to the Internet you are connected to the world. You can gather information, have
a conversation, conduct research, make a reservation, conduct business or pay a
bill. This Trust may offer the potential to benefit from one of the latest
technological innovations. The use of Internet-based applications has increased
workers' productivity in part by enabling employees to share information and
ideas with the rest of the company almost instantly. Additionally, the Internet
is providing the means to establish a national or global presence without having
to establish physical infra-structure. Van Kampen believes that recent trends
may suggest growth potential within the Internet industry, such as:

o Internet commerce is estimated to grow from approximately $37 billion
in 1998 to over $707 billion in 2003. International Data Corporation,
August, 1999.

o More than half of homes now have a personal computer, and Internet use
has increased from 25% of homes to 37% of homes. During the first
three quarters of 1999, consumer purchases online grew 112% over 1998
based on estimates by International Data Corporation, December, 1999.

o Internet penetration may grow to 65 percent of all U.S. workers and 50
percent of all U.S. households by the year 2003. University of Texas,
October, 1999.

o International Data Corporation estimates that 500 million individuals
could use online services worldwide by the year 2003. International
Data Corporation, August, 1999.

o Forrester Research estimates that consumer and business Internet
purchasing could surpass $3.2 trillion by the year 2003.

No one can guarantee that these trends will continue or be realized. No one
can guarantee that continuation of these trends or realization of these
estimates will have a positive impact on the performance of your investment.

According to International Data Corporation (November 3, 1999), the worldwide
Internet economy could exceed $1 trillion in 2001 and could reach $3 trillion by
2003. E-commerce appears to be spreading beyond the United States boundaries.
Market research firm International Data Corporation (August 25, 1999) reports
that almost 60% of the world's online population resides outside the United
States, and non-U.S. Internet commerce is expected to grow from 26% of worldwide
e-commerce spending in 1998 to 46% by 2003. Of course, no one can guarantee that
these trends will continue or that projected figures will be realized.

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. Many Internet-related stocks have recently exhibited
above-average price appreciation during a period of a generally rising stock
market. No one can assure you that this will continue or that the performance of
Internet stocks will replicate the performance exhibited in the past. 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.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Cost of
Number Market Value Securities
of Shares Name of Issuer (1) per Share (2) to Trust (2)
---------- ----------------------------------- --------------- -----------
Bandwidth
<S> <C> <C> <C>
28 Applied Micro Circuits Corporation $ 137.250 $ 3,843.00
14 Broadcom Corporation 284.500 3,983.00
58 Conexant Systems, Inc. 63.875 3,704.75
35 Cisco Systems, Inc. 103.875 3,635.63
20 JDS Uniphase Corporation 180.688 3,613.75
12 Juniper Networks, Inc. 308.750 3,705.00
39 Nortel Networks Corporation 94.500 3,685.50
25 PMC-Sierra, Inc. 149.750 3,743.75
26 QUALCOMM, Inc. 138.313 3,596.13
21 Redback Networks, Inc. 197.000 4,137.00
15 Sycamore Networks, Inc. 264.000 3,960.00
18 SDL, Inc. 198.000 3,564.00
81 Vitesse Semiconductor Corporation 48.125 3,898.13
Business to Business/Business to Consumer
20 Ariba, Inc. 173.000 3,460.00
28 BroadVision, Inc. 135.563 3,795.75
16 FreeMarkets, Inc. 210.000 3,360.00
20 Vignette Corporation 183.000 3,660.00
E-Consulting/Services
38 Sapient Corporation 96.188 3,655.13
52 Scient Corporation 72.750 3,783.00
43 Viant Corporation 85.000 3,655.00
Hardware
50 Sun Microsystems, Inc. 74.375 3,718.75
Internet Portfolio
29 CMGI, Inc. 123.063 3,568.81
Portals
10 Yahoo!, Inc. 357.688 3,576.88
Security
19 Check Point Software Technologies, Ltd. 190.500 3,619.50
23 VeriSign, Inc. 160.438 3,690.06
Software
18 Liberate Technologies, Inc. 205.250 3,694.50
34 Phone.com, Inc. 104.375 3,548.75
Service
15 Akamai Technologies, Inc. 251.875 3,778.13
62 America Online, Inc. 60.125 3,727.75
33 DoubleClick, Inc. 108.375 3,576.38
36 Exodus Communications, Inc. 107.313 3,863.25
53 Gemstar International Group, Ltd. 71.375 3,782.88
40 Inktomi Corporation 87.313 3,492.50
35 Microsoft Corporation 105.813 3,703.44
30 RealNetworks, Inc. 126.438 3,793.13
Storage
23 Brocade Communications Systems, Inc. 161.750 3,720.25
34 EMC Corporation 110.125 3,744.25
35 Emulex Corporation 113.375 3,968.13
25 QLogic Corporation 151.000 3,775.00
30 VERITAS Software Corporation 126.063 3,781.88
- ---------- -----------
1,243 $ 148,562.74
========== ============
</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Cost of
Number Market Value Securities
of Shares Name of Issuer (1) per Share (2) to Trust (2)
---------- ----------------------------------- --------------- -----------
Bandwidth
<S> <C> <C> <C>
28 Applied Micro Circuits Corporation $ 137.250 $ 3,843.00
14 Broadcom Corporation 284.500 3,983.00
58 Conexant Systems, Inc. 63.875 3,704.75
35 Cisco Systems, Inc. 103.875 3,635.63
20 JDS Uniphase Corporation 180.688 3,613.75
12 Juniper Networks, Inc. 308.750 3,705.00
39 Nortel Networks Corporation 94.500 3,685.50
25 PMC-Sierra, Inc. 149.750 3,743.75
26 QUALCOMM, Inc. 138.313 3,596.13
21 Redback Networks, Inc. 197.000 4,137.00
15 Sycamore Networks, Inc. 264.000 3,960.00
18 SDL, Inc. 198.000 3,564.00
81 Vitesse Semiconductor Corporation 48.125 3,898.13
Business to Business/Business to Consumer
20 Ariba, Inc. 173.000 3,460.00
28 BroadVision, Inc. 135.563 3,795.75
16 FreeMarkets, Inc. 210.000 3,360.00
20 Vignette Corporation 183.000 3,660.00
E-Consulting/Services
38 Sapient Corporation 96.188 3,655.13
52 Scient Corporation 72.750 3,783.00
43 Viant Corporation 85.000 3,655.00
Hardware
50 Sun Microsystems, Inc. 74.375 3,718.75
Internet Portfolio
29 CMGI, Inc. 123.063 3,568.81
Portals
10 Yahoo!, Inc. 357.688 3,576.88
Security
19 Check Point Software Technologies, Ltd. 190.500 3,619.50
23 VeriSign, Inc. 160.438 3,690.06
Software
18 Liberate Technologies, Inc. 205.250 3,694.50
34 Phone.com, Inc. 104.375 3,548.75
Service
15 Akamai Technologies, Inc. 251.875 3,778.13
62 America Online, Inc. 60.125 3,727.75
33 DoubleClick, Inc. 108.375 3,576.38
36 Exodus Communications, Inc. 107.313 3,863.25
53 Gemstar International Group, Ltd. 71.375 3,782.88
40 Inktomi Corporation 87.313 3,492.50
35 Microsoft Corporation 105.813 3,703.44
30 RealNetworks, Inc. 126.438 3,793.13
Storage
23 Brocade Communications Systems, Inc. 161.750 3,720.25
34 EMC Corporation 110.125 3,744.25
35 Emulex Corporation 113.375 3,968.13
25 QLogic Corporation 151.000 3,775.00
30 VERITAS Software Corporation 126.063 3,781.88
- ---------- -----------
1,243 $ 148,562.74
========== ============
</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
January 12, 2000 and have a settlement date of January 18, 2000 (see "The
Trusts").

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

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
<S> <C> <C>
Financial Institutions Trust Series A $148,488 $ 26
Financial Institutions Trust Series B $148,488 $ 26
Global Energy Trust $146,210 $ --
Internet Trust Series A $148,576 $ (13)
Internet Trust Series B $148,576 $ (13)
</TABLE>

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

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

(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 New York Stock Exchange 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.

Financial Institutions Trusts

Alliance Capital Management Holding L.P. Alliance Capital Management Holding
L.P. provides investment management services to employee benefit plans and
public retirement funds in the United States and overseas. The company offers a
variety of mutual funds, variable annuities, variable life insurance, and cash
management products.

American Express Company. American Express Company, through its
subsidiaries, provides travel-related, financial advisory, and international
banking services around the world. The company's products include the American
Express Card, the Optima Card, and American Express Travelers Cheque.

American International Group, Inc. American International Group, Inc.,
through its subsidiaries, provides a variety of insurance and insurance-related
services in the United States and overseas. The company writes property and
casualty and life insurance, as well as provides financial services.

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

Bank One Corporation. Bank One Corporation, a bank holding company, provides
a full range of consumer and commercial banking-related financial services. The
company is also involved in credit card and merchant processing, consumer and
education finance, mortgage banking, and insurance. Bank One operates throughout
the United States.

Bank United Corporation. Bank United Corporation, through its Bank United
subsidiary, provides financial services to consumers and businesses in Texas and
other selected regional markets throughout the United States. The company
operates branches, SBA lending offices, originates wholesale mortgage loans,
operates a national mortgage servicing business and an investment portfolio
business.

Capital One Financial Corporation. Capital One Financial Corporation provides
a variety of products and services to consumers through its subsidiaries. The
company, through Capital One Bank, offers credit card products. Capital One
F.S.B. provides certain consumer lending and deposit services. Capital One
Services, Inc. provides operating, administration, and other services to the
Corporation.

The Charles Schwab Corporation. The Charles Schwab Corporation provides a
variety of financial services to individual investors, independent investment
managers, retirement plans, and institutions. The company provides its services
to customers through multiple service channels, including the Internet, a
network of branch offices, telephone, and multilingual technologies.

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

The CIT Group, Inc. The CIT Group, Inc. is a diversified finance organization
offering secured commercial and consumer financing to individuals and businesses
through a nationwide distribution network. The company operates business units
that focus on specific industries, asset types, and markets which are balanced
by client and industry diversification.

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

Cullen/Frost Bankers, Inc. Cullen/Frost Bankers, Inc. is the holding company
for The Frost National Bank and United States National Bank of Gavelston. The
Banks provide commercial banking, consumer services, international banking,
trust services, correspondent banking, discount brokerage, and insurance
services through a network of offices in Texas.

Fannie Mae. Fannie Mae buys and holds mortgages, and issues and sells
guaranteed mortgage-backed securities to facilitate housing ownership for low-
to middle-income Americans. The company was chartered by the United States
Congress, but went public in 1970.

First Union Corporation. First Union Corporation is a multi-bank holding
company operating in the eastern United States. The company provides a wide
range of commercial and retail banking and trust services. First Union also
provides other financial services, including mortgage banking, credit card,
leasing, and securities brokerage services.

FleetBoston Financial Corporation. FleetBoston Financial Corporation
provides commercial and investment banking services in the United States and in
other countries around the world. The company operates a retail banking
franchise in the Northeast, as well as Internet banking. FleetBoston also
provides investment management services for individuals and institutional
clients.

Marsh & McLennan Companies, Inc. Marsh & McLennan Companies, Inc., through
its subsidiaries and affiliates, provides professional advice and related
services such as insurance and reinsurance brokerage, consulting, and investment
management services. The company's products include analysis, advice, and
transactional capabilities. Marsh operates worldwide.

MBNA Corporation. MBNA Corporation is the holding company for MBNA America
Bank, N.A. The Bank issues bank credit cards, marketed primarily to members of
associations and customers of financial institutions. MBNA also makes other
consumer loans and offers insurance and deposit products.

National City Corporation. National City Corporation is a multi-bank holding
company. The company offers a full range of financial services, including
investment banking, brokerage, and traditional banking services to individuals
and businesses. National City has branch offices in Ohio, Pennsylvania,
Michigan, Indiana, Kentucky, and Illinois.

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

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

Providian Financial Corporation. Providian Financial Corporation is a
diversified consumer lender. The company offers a variety of loan products,
including credit cards, revolving lines of credit, home loans, secured credit
cards, and fee-based products. Providian operates in the United States.

Torchmark Corporation. Torchmark Corporation is an insurance and financial
services holding company. The company's subsidiaries offer life and health
insurance, personal financial planning, and mutual fund management through its
Waddell and Reed subsidiary. Torchmark is licensed to sell insurance in the
United States, the District of Columbia, Puerto Rico, the Virgin Islands, Guam,
New Zealand, and Canada.

U.S. Bancorp. U.S. Bancorp is a holding company with subsidiary banks that
provide comprehensive banking, trust, investment, and payment systems products
and services to consumers, businesses, and institutions. The Banks operate in
the United States. The company also offers full-service brokerage services.

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

Wells Fargo Company. Wells Fargo Company is a diversified financial services
company providing banking, insurance, investments, mortgage, and consumer
finance. The company operates through physical stores, the Internet and other
distribution channels across North America and elsewhere internationally.

XL Capital, Ltd. XL Capital, Ltd., through its subsidiaries, provides
general liability, directors and officers liability, professional liability, and
excess property insurance coverage. The company offers its coverage to a wide
range of firms and on a global basis.

Global Energy Trust

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

Anadarko Petroleum Corporation. Anadarko Petroleum Corporation is an
independent oil and gas exploration and production company. The company explores
for oil in Kansas, Oklahoma, and Texas, as well as offshore in the Gulf of
Mexico and in Alaska. Anadarko also owns and operates gas gathering systems in
its United States core producing areas. The company develops crude oil reserves
in Algeria.

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

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

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

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

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

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

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

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

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

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

EOG Resources, Inc. EOG Resources, Inc. is an oil and gas company with a
prospect portfolio and a three dimensional seismic program in place. The company
is active in Wyoming, New Mexico, Texas, California, and the Gulf of Mexico in
the United States, as well as in Canada. EOG is also pursuing development
activities in Trinidad and India.

Exxon Mobil Corporation. Exxon Mobil Corporation operates petroleum and
petrochemicals businesses on a worldwide basis. The company's operations include
exploration and production of oil and gas, electric power generation, and coal
and minerals operations. Exxon Mobil also manufactures and markets fuels, lubes,
and chemicals.

Global Marine, Inc. Global Marine, Inc. provides offshore drilling services
on a dayrate basis and offshore drilling management services on a turnkey basis.
The company's fleet consists of cantilevered jackups, semisubmersibles, and
drillships. Global Marine conducts business operations in the US Gulf of Mexico,
West Africa, and the North Sea.

Halliburton Company. Halliburton Company provides energy services and
engineering and construction services, as well as manufactures products for the
energy industry. The company offers discrete services and products and
integrated solutions to customers in the exploration, development, and
production of oil and natural gas.

Noble Affiliates, Inc. Noble Affiliates, Inc., an independent energy
company, explores for, produces, and markets oil and gas. The company has
exploration and production operations throughout major basins in the US,
including the Gulf of Mexico. Noble also has international operations in
Argentina, China, Ecuador, Denmark, Equatorial Guinea, the Mediterranean Sea,
and the United Kingdom sector of the North Sea.

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

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

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

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

Smith International, Inc. Smith International, Inc. supplies products and
services to the oil and gas exploration and production industry. The company's
products and services include drilling and completion fluid systems, solids
control equipment, waste management services, three-cone drill bits, diamond
drill bits, fishing services, drilling tools, underreamers, sidetracking
systems, and liner hangers.

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

Total Fina SA. Total Fina SA explores for, produces, refines, transports and
markets oil and natural gas. The company also operates a chemical division which
produces rubber, paint, ink, adhesives and resins. Total Fina operates
approximately 9,700 gasoline filling stations in Europe, the United States and
Africa. The company operates in over 100 countries.

Transocean Sedco Forex, Inc. Transocean Sedco Forex, Inc. is an offshore
drilling contractor. The company's fleet of rigs is located throughout the
world's major oil and gas drilling regions, including the United States Gulf of
Mexico, Canada, Brazil, the United Kingdom, Norway, Africa, the Middle East, and
Asia. Transocean Sedco specializes in deepwater and harsh environment drilling
services.

Triton Energy, Limited. Triton Energy, Limited is an international oil and
gas exploration and production company. The company's principal properties,
operations, and oil and gas reserves are located in Colombia and
Malaysia-Thailand. Triton also explores for oil and gas in southern Europe,
Africa, and the Middle East.

Weatherford International, Inc. Weatherford International, Inc. provides
oilfield products and services. The company offers a full range of drilling and
completion products and services, a complete suite of artificial lift systems,
and compression services.

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.

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 provides integrated silicon
solutions that enable broadband digital data transmission of voice, data, and
video content to the home and within the business enterprise. The company
designs, develops, and supplies integrated circuits for cable set-top boxes,
cable modems, high-speed networking, direct satellite and digital broadcast, and
digital subscriber line.

BroadVision, Inc. BroadVision, Inc. supplies personalized e-business
applications. The company's end-to-end solutions enable companies and
governments to rapidly deploy and cost effectively operate secure, scalable,
intelligent, and flexible e-business applications for e-commerce, financial
services, and knowledge management.

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.

Check Point Software Technologies, Ltd. Check Point Software Technologies,
Ltd. provides Internet security. The company's integrated architecture includes
network security, traffic control, and Internet Protocal address management.
Check Point Software solutions enable customers to implement centralized
policy-based management with enterprise-wide distributed deployment.

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.

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

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.

FreeMarkets, Inc. FreeMarkets, Inc. creates customized business-to-business
online auctions for buyers of industrial parts, raw materials and commodities.
The company's Bid-Ware Internet technology helps large industrial buyers obtain
lower prices and make better purchasing decisions. In a FreeMarkets online
auction, suppliers from around the world can submit bids in a real-time,
interactive competition.

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.

Liberate Technologies, Inc. Liberate Technologies, Inc. provides
standards-based software that serves as a platform for the delivery of
Internet-enhanced content and applications to a variety of information
appliances, such as television set-top boxes, game couplers, smart phones, and
personal digital assistants. The company's software is used by
telecommunications companies and Internet service providers.

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.

Nortel Networks Corporation. Nortel Networks Corporation provides telephony,
data, wireless, and wireline products and services for the Internet. The company
serves carrier, service provider, and enterprise customers on a worldwide basis.

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.

Qualcomm, Inc. Qualcomm, Inc. develops and manufactures communications
technologies and products. The company supplies a variety of markets with
products, including CDMA integrated circuits, wireless phones and infrastructure
products, transportation management information systems and ground stations, and
phones for the low-earth-orbit satellite communications system.

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.

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.

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 199:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 199 as of January 13, 2000.
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
199 as of January 13, 2000, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP

Chicago, Illinois
January 13, 2000

STATEMENTS OF CONDITION
As of January 13, 2000

Financial Financial
Institutions Institutions
Trust Trust
Series A Series B
------------------------------
<S> <C> <C>
Contracts to purchase Securities (1) $ 148,514 $ 148,514
------------------------------
Total $ 148,514 $ 148,514
==============================

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 491 $ 424
Deferred sales charge liability (3) 2,925 5,250
Interest of Unitholders--
Cost to investors (4) 150,010 150,010
Less: Gross underwriting commission and organizational costs (2)(4)(5) 4,912 7,170

Net interest to Unitholders (4) 145,098 142,840

Total $ 148,514 $ 148,514
==============================
</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 (continued)
As of January 13, 2000

Global Internet Internet
Energy Trust Trust
Trust Series A Series B
--------------------------------------------------
<S> <C> <C> <C>
Contracts to purchase Securities (1) $ 146,210 $ 148,563 $ 148,563
--------------------------------------------------
Total $ 146,210 $ 148,563 $ 148,563

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 408 $ 123 $ 263
Deferred sales charge liability (3) 2,880 2,926 5,252
Interest of Unitholders--
Cost to investors (4) 147,690 150,060 150,060
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,768 4,546 7,012
--------------------------------------------------
Net interest to Unitholders (4) 142,922 145,514 143,048
--------------------------------------------------
Total $ 146,210 $ 148,563 $ 148,563
</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
- --------------------------------------------------------------------------------

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 $1.6
billion; Mid-Cap-- $1.6 billion to $9.5 billion; and Large-Cap-- over $9.5
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.
Financial Services. The Financial Institutions Trusts invest significantly in
banks and thrifts, insurance companies and investment firms. Banks, thrifts and
their holding companies are especially subject to the adverse effects of
economic recession; volatile interest rates; portfolio concentrations in
geographic markets and in commercial and residential real estate loans; and
competition from new entrants in their fields of business. In addition, banks,
thrifts and their holding companies are extensively regulated at both the
federal and state level and may be adversely affected by increased regulations.
Banks and thrifts will face increased competition from nontraditional lending
sources as regulatory changes, such as the recently enacted financial services
overhaul legislation, permit new entrants to offer various financial products.
Technological advances such as the Internet allow these nontraditional lending
sources to cut overhead and permit the more efficient use of customer data.
Banks are already facing tremendous pressure from mutual funds, brokerage firms
and other financial service providers in the competition to furnish services
that were traditionally offered by banks.
Brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies compete with banks and thrifts to provide traditional
financial service products, in addition to their traditional services, such as
brokerage and investment advice. In addition, all financial service companies
face shrinking profit margins due to new competitors, the cost of new technology
and the pressure to compete globally.
Companies involved in the insurance industry underwrite, sell or distribute
property and casualty, life or health insurance. Many factors affect insurance
company profits, including interest rate movements, the imposition of premium
rate caps, competition and pressure to compete globally. Property and casualty
insurance profits may also be affected by weather catastrophes and other
disasters. Life and health insurance profits may be affected by mortality rates.
Already extensively regulated, insurance companies' profits may also be
adversely affected by increased government regulations or tax law changes.
Energy Issuers. The Global Energy Trust invests in energy companies. Energy
companies face risks related to political conditions in oil producing regions
(such as the Middle East), the actions of the Organization of Petroleum
Exporting Countries (OPEC), the price and worldwide supply of oil and natural
gas, the price and availability of alternative fuels, the ability to find and
acquire oil and gas reserves that are economically recoverable, operating
hazards, government regulation and the level of consumer demand. Political
conditions of some oil producing regions have been unstable in the past.
Political instability or war in these regions could have a negative impact on
your investment. Oil and natural gas prices can be extremely volatile. OPEC
controls a substantial portion of world oil production. OPEC may take actions to
increase or suppress the price or availability of oil. Various domestic and
foreign government authorities and international cartels also impact these
prices. Any substantial decline in these prices could have an adverse effect on
energy companies. Energy companies depend on their ability to find and acquire
additional energy reserves. The exploration and recovery process involves
significant operating hazards and can be very costly. A company has no assurance
that it will find reserves or that any reserves will be economically
recoverable. The industry also faces substantial government regulation,
including environmental regulation. These regulations have increased costs and
limited production and usage of certain fuels. All of these factors could
adversely impact your investment.
Technology Issuers. The Internet 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 January 13, 2001, 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 January 13 to a minimum of 3.00%. The initial offering
period sales charge for the Global Energy Trust and Series A Trusts is reduced
as follows:

Transaction
Amount* Sales Charge
-------------- --------------
$50,000 - $99,999 2.70%
$100,000 - $249,999 2.50
$250,000 - $499,999 2.25
$500,000 - $999,999 2.00
$1,000,000 or more 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.

The initial offering period sales charge for the Series B Trusts is reduced
as follows:

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

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 other Van Kampen-sponsored unit investment trusts 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 of the Global Energy Trust and Series
A Trusts as described below.

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

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

Brokers, dealers and others will be allowed a concession or agency commission
in connection with the distribution of Units of the Series B Trusts during the
initial offering period as described below.

Transaction
Amount* Concession
-------------- --------------
Less than $50,000 3.50%
$50,000 - $99,999 3.25
$$100,000 - $249,999 3.00
$$250,000 - $499,999 2.50
$$500,000 - $999,999 1.50
$$1,000,000 or more 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
18A and Series 18B may be aggregated but Units of Internet Trust, Series 18A may
not be aggregated with Units of Financial Institutions Trust, Series 3B.

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 offered in this prospectus,
the total concession or agency commission will amount to 1.30% per Unit for the
Global Energy Trust and Series A Trusts and 2.50% per Unit for the 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.

Global
Energy and
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, 1999, the total stockholders' equity of Van Kampen
Funds Inc. was $141,554,861 (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 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. 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
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Compensation of Sponsor, Supervisor and Evaluator. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen unit investment
trusts in any calendar year exceed the aggregate cost of providing these
services in that year.
Trustee's Fee. For its services the Trustee will receive the fee from each
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to each Trust is
expected to result from the use of these funds.
Miscellaneous Expenses. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad faith
or wilful misconduct on its part, (g) foreign custodial and transaction fees,
(h) costs associated with liquidating the securities held in a Trust portfolio,
(i) any offering costs incurred after the end of the initial offering period and
(j) expenditures incurred in contacting Unitholders upon termination of a Trust.
Each Trust may pay the expenses of updating its registration statement each
year. Unit investment trust sponsors have historically paid these expenses.
General. 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
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Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Trustee
and as special counsel for New York tax matters.
Independent Certified Public Accountants. The statements of condition and the
related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
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This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Trust 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 Trust. Information about your Trust (including the Information
Supplement) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You may obtain information about the Public Reference Room by
calling 1-202-942-8090. Reports and other information about your Trust are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplication fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.

TABLE OF CONTENTS
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Title Page
----- ----
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Financial Institutions Trusts............... 4
Global Energy Trust......................... 7
Internet Trusts............................. 9
Notes to Portfolios......................... 12
The Securities.............................. 13
Report of Independent Certified
Public Accountants....................... 22
Statements of Condition .................... 23
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-17
Additional Information...................... A-17

EMSPRO199
#37623
#36664

PROSPECTUS
- --------------------------------------------------------------------------------
January 13, 2000

Van Kampen
Focus Portfolios(SM)

Financial Institutions Trust, Series 3A
Financial Institutions Trust, Series 3B

Global Energy Trust, Series 12

Internet Trust, Series 18A
Internet Trust, Series 18B

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 199

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

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 11
Sponsor Information 11
Trustee Information 12
Trust Termination 13

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.
Financial Services Issuers. An investment in Units of certain Trusts should
be made with an understanding of the problems and risks inherent in the bank and
financial services sector in general.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest margin. Recently, bank
profits have come under pressure as net interest margins have contracted, but
volume gains have been strong in both commercial and consumer products. There is
no certainty that such conditions will continue. Bank and thrift institutions
had received significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and refinancing
activity subsided, this income diminished. Economic conditions in the real
estate markets, which have been weak in the past, can have a substantial effect
upon banks and thrifts because they generally have a portion of their assets
invested in loans secured by real estate. Banks, thrifts and their holding
companies are subject to extensive federal regulation and, when such
institutions are state- chartered, to state regulation as well. Such regulations
impose strict capital requirements and limitations on the nature and extent of
business activities that banks and thrifts may pursue. Furthermore, bank
regulators have a wide range of discretion in connection with their supervisory
and enforcement authority and may substantially restrict the permissible
activities of a particular institution if deemed to pose significant risks to
the soundness of such institution or the safety of the federal deposit insurance
fund. Regulatory actions, such as increases in the minimum capital requirements
applicable to banks and thrifts and increases in deposit insurance premiums
required to be paid by banks and thrifts to the Federal Deposit Insurance
Corporation ("FDIC"), can negatively impact earnings and the ability of a
company to pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks or their
holding companies, or insures against any risk of investment in the securities
issued by such institutions.
The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly and have
undergone substantial change in recent years. To a great extent, these changes
are embodied in the Financial Institutions Reform, Recovery and Enforcement Act;
enacted in August 1989, the Federal Deposit Insurance Corporation Improvement
Act of 1991, the Resolution Trust Corporation Refinancing, Restructuring, and
Improvement Act of 1991 and the regulations promulgated under these laws. Many
of the regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and prospects of
the Securities in the Trust's portfolio cannot be predicted with certainty. The
recently enacted financial-services overhaul legislation will allow banks,
securities firms and insurance companies to form one-stop financial
conglomerates marketing a wide range of financial service products to investors.
This legislation will likely result in increased merger activity and heightened
competition among existing and new participants in the field. Efforts to expand
the ability of federal thrifts to branch on an interstate basis have been
initially successful through promulgation of regulations, and legislation to
liberalize interstate banking has recently been signed into law. Under the
legislation, banks will be able to purchase or establish subsidiary banks in any
state, one year after the legislation's enactment. Since mid-1997, banks have
been allowed to turn existing banks into branches. Consolidation is likely to
continue. The Securities and Exchange Commission and the Financial Accounting
Standards Board require the expanded use of market value accounting by banks and
have imposed rules requiring market accounting for investment securities held in
trading accounts or available for sale. Adoption of additional such rules may
result in increased volatility in the reported health of the industry, and
mandated regulatory intervention to correct such problems. Additional
legislative and regulatory changes may be forthcoming. For example, the bank
regulatory authorities have proposed substantial changes to the Community
Reinvestment Act and fair lending laws, rules and regulations, and there can be
no certainty as to the effect, if any, that such changes would have on the
Securities in the Trust's portfolio. In addition, from time to time the deposit
insurance system is reviewed by Congress and federal regulators, and proposed
reforms of that system could, among other things, further restrict the ways in
which deposited moneys can be used by banks or reduce the dollar amount or
number of deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions become
more limited and as consumers look for savings vehicles other than bank
deposits. Banks and thrifts face significant competition from other financial
institutions such as mutual funds, credit unions, mortgage banking companies and
insurance companies, and increased competition may result from legislative
broadening of regional and national interstate banking powers as has been
recently enacted. Among other benefits, the legislation allows banks and bank
holding companies to acquire across previously prohibited state lines and to
consolidate their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory actions
might ultimately be adopted or what ultimate effect such actions might have on
the Trust's portfolio.
The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5% of the
outstanding shares of any class of voting securities of a bank or bank holding
company, (2) acquiring control of a bank or another bank holding company, (3)
acquiring all or substantially all the assets of a bank, or (4) merging or
consolidating with another bank holding company, without first obtaining Federal
Reserve Board ("FRB") approval. In considering an application with respect to
any such transaction, the FRB is required to consider a variety of factors,
including the potential anti-competitive effects of the transaction, the
financial condition and future prospects of the combining and resulting
institutions, the managerial resources of the resulting institution, the
convenience and needs of the communities the combined organization would serve,
the record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the prospective
availability to the FRB of information appropriate to determine ongoing
regulatory compliance with applicable banking laws. In addition, the federal
Change In Bank Control Act and various state laws impose limitations on the
ability of one or more individuals or other entities to acquire control of banks
or bank holding companies.
The FRB has issued a policy statement on the payment of cash dividends by
bank holding companies. In the policy statement, the FRB expressed its view that
a bank holding company experiencing earnings weaknesses should not pay cash
dividends which exceed its net income or which could only be funded in ways that
would weaken its financial health, such as by borrowing. The FRB also may impose
limitations on the payment of dividends as a condition to its approval of
certain applications, including applications for approval of mergers and
acquisitions. The Sponsor makes no prediction as to the effect, if any, such
laws will have on the Securities or whether such approvals, if necessary, will
be obtained.
Some of the nation's largest banks, already working to upgrade their own
computer systems to meet the Year 2000 deadline, are concerned that some
borrowers may fail to upgrade their computers in time, creating problem loans
and increasing overall loan losses. Banks considered most vulnerable by analysts
include those lending primarily to small businesses, which aren't as likely as
large businesses to have a plan for upgrading their computers. Also at risk are
banks with significant exposure overseas, where many foreign businesses are not
moving as quickly to resolve this problem. Analysts warn that it will be
difficult for banks to determine their potential loan losses related to Year
2000 credit risk.
Companies involved in the insurance industry are engaged in underwriting,
reinsuring, selling, distributing or placing of property and casualty, life or
health insurance. Other growth areas within the insurance industry include
brokerage, reciprocals, claims processors and multiline insurance companies.
Insurance company profits are affected by interest rate levels, general economic
conditions, and price and marketing competition. Property and casualty insurance
profits may also be affected by weather catastrophes and other disasters. Life
and health insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers. Insurance
companies are subject to extensive governmental regulation, including the
imposition of maximum rate levels, which may not be adequate for some lines of
business. Proposed or potential tax law changes may also adversely affect
insurance companies' policy sales, tax obligations, and profitability. In
addition to the foregoing, profit margins of these companies continue to shrink
due to the commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.
In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including those
applicable to regulated insurance companies, such as: (i) the inherent
uncertainty in the process of establishing property-liability loss reserves,
particularly reserves for the cost of environmental, asbestos and mass tort
claims, and the fact that ultimate losses could materially exceed established
loss reserves which could have a material adverse effect on results of
operations and financial condition; (ii) the fact that insurance companies have
experienced, and can be expected in the future to experience, catastrophe losses
which could have a material adverse impact on their financial condition, results
of operations and cash flow; (iii) the inherent uncertainty in the process of
establishing property-liability loss reserves due to changes in loss payment
patterns caused by new claims settlement practices; (iv) the need for insurance
companies and their subsidiaries to maintain appropriate levels of statutory
capital and surplus, particularly in light of continuing scrutiny by rating
organizations and state insurance regulatory authorities, and in order to
maintain acceptable financial strength or claims-paying ability rating; (v) the
extensive regulation and supervision to which insurance companies' subsidiaries
are subject, various regulatory initiatives that may affect insurance companies,
and regulatory and other legal actions; (vi) the adverse impact that increases
in interest rates could have on the value of an insurance company's investment
portfolio and on the attractiveness of certain of its products; (vii) the need
to adjust the effective duration of the assets and liabilities of life insurance
operations in order to meet the anticipated cash flow requirements of its
policyholder obligations; and (vii) the uncertainty involved in estimating the
availability of reinsurance and the collectibility of reinsurance recoverables.
The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have considered
or enacted laws that alter and, in many cases, increase state authority to
regulate insurance companies and insurance holding company systems. Further, the
National Association of Insurance Commissioners ("NAIC") and state insurance
regulators are re-examining existing laws and regulations, specifically focusing
on insurance companies, interpretations of existing laws and the development of
new laws. In addition, Congress and certain federal agencies have investigated
the condition of the insurance industry in the United States to determine
whether to promulgate additional federal regulation. The Sponsor is unable to
predict whether any state or federal legislation will be enacted to change the
nature or scope of regulation of the insurance industry, or what effect, if any,
such legislation would have on the industry.
All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the amount of
investments in certain investment categories. Failure to comply with these laws
and regulations would cause non-conforming investments to be treated as
non-admitted assets for purposes of measuring statutory surplus and, in some
instances, would require divestiture.
Environmental pollution clean-up is the subject of both federal and state
regulation. By some estimates, there are thousands of potential waste sites
subject to clean up. The insurance industry is involved in extensive litigation
regarding coverage issues. The Comprehensive Environmental Response Compensation
and Liability Act of 1980 ("Superfund") and comparable state statutes
("mini-Superfund") govern the clean-up and restoration by "Potentially
Responsible Parties" ("PRP's"). Superfund and the mini-Superfunds
("Environmental Clean-up Laws or "ECLs") establish a mechanism to pay for
clean-up of waste sites if PRP's fail to do so, and to assign liability to
PRP's. The extent of liability to be allocated to a PRP is dependent on a
variety of factors. The extent of clean-up necessary and the assignment of
liability has not been fully established. The insurance industry is disputing
many such claims. Key coverage issues include whether Superfund response costs
are considered damages under the policies, when and how coverage is triggered,
applicability of pollution exclusions, the potential for joint and several
liability and definition of an occurrence. Similar coverage issues exist for
clean up and waste sites not covered under Superfund. To date, courts have been
inconsistent in their rulings on these issues. An insurer's exposure to
liability with regard to its insureds which have been, or may be, named as PRPs
is uncertain. Superfund reform proposals have been introduced in Congress, but
none have been enacted. There can be no assurance that any Superfund reform
legislation will be enacted or that any such legislation will provide for a
fair, effective and cost-efficient system for settlement of Superfund related
claims.
While current federal income tax law permits the tax-deferred accumulation
of earnings on the premiums paid by an annuity owner and holders of certain
savings-oriented life insurance products, no assurance can be given that future
tax law will continue to allow such tax deferrals. If such deferrals were not
allowed, consumer demand for the affected products would be substantially
reduced. In addition, proposals to lower the federal income tax rates through a
form of flat tax or otherwise could have, if enacted, a negative impact on the
demand for such products.
Companies engaged in investment banking/brokerage and investment management
include brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies. Earnings and share prices of companies in this industry
are quite volatile, and often exceed the volatility levels of the market as a
whole. Recently, ongoing consolidation in the industry and the strong stock
market has benefited stocks which investors believe will benefit from greater
investor and issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence, equity
transaction volume, the level and direction of long-term and short-term interest
rates, and the outlook for emerging markets. Negative trends in any of these
earnings determinants could have a serious adverse effect on the financial
stability, as well as the stock prices, of these companies. Furthermore, there
can be no assurance that the issuers of the Securities included in a Trust will
be able to respond in a timely manner to compete in the rapidly developing
marketplace. In addition to the foregoing, profit margins of these companies
continue to shrink due to the commoditization of traditional businesses, new
competitors, capital expenditures on new technology and the pressures to compete
globally.
Energy Industry. The Global Energy Trust is concentrated in issuers within
the energy industry. A portfolio concentrated in a single industry may present
more risk than a portfolio of more broadly diversified investments. The Trust,
and therefore Unitholders, may be particularly susceptible to a negative impact
resulting from adverse market conditions or other factors affecting issuers in
the energy industry because any negative impact on the energy industry will not
be diversified among issuers within other unrelated industries. Accordingly, an
investment in Units should be made with an understanding of the risks inherent
in the energy industry.
These factors include political conditions in oil producing regions,
including the Middle East, the actions of the Organization of Petroleum
Exporting Countries (OPEC), the domestic and foreign supply of oil and gas, the
level of consumer demand, weather conditions, the price and availability of
alternative fuels and overall economic conditions. In addition, various factors,
including the capacity and availability of oil and gas gathering systems and
pipelines, changes in supply due to drilling by other producers and changes in
demand, may have an adverse impact on the issuers of Securities. An issuer's
revenues, profitability and liquidity are substantially dependent upon
prevailing prices for oil and natural gas which can be extremely volatile and in
past years have been depressed by excess total domestic and imported supplies.
There can be no assurance that current price levels can be sustained. Prices
also are affected by actions of state and local agencies, the United States and
foreign governments, and international cartels. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on the financial condition and results of operations of the issuers of
the Securities, including reduced cash flow and borrowing capacity. If market
factors were to change dramatically, the financial impact on an issuer could be
substantial. The nature of the oil and gas business also involves a variety of
risks, including the risks of operating hazards such as fires, explosions,
cratering, blow-outs, and encountering formations with abnormal pressures, the
occurrence of any of which could have a material adverse impact on the issuers
of the Securities. Companies generally maintain insurance against some, but not
all, of these risks. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on a issuer's financial
position. In addition, the issuers may engage in oil and gas hedging activities
to help reduce exposure to the volatility of oil and gas prices by hedging a
portion of its production. These hedging arrangements may have an adverse impact
on the financial condition of the issuers under certain circumstances and may
limit potential gains by an issuer if the market prices for oil and gas were to
rise substantially over the price established by the hedge.
The future performance of oil and gas issuers is dependent upon the ability
to find or acquire additional oil and gas reserves that are economically
recoverable. Unless an issuer successfully replaces the reserves that it
produces, reserves will decline, resulting eventually in a decrease in oil and
gas production and lower revenues and cash flow from operations. There can be no
assurance that any issuer will be able to acquire, at acceptable costs,
producing oil and gas properties that contain economically recoverable reserves
or that it will make such acquisitions at acceptable prices. In addition,
exploitation, development and exploration involve numerous risks, including
depositional or trapping uncertainties or other conditions that may result in
dry holes, the failure to produce oil and gas in commercial quantities and the
inability to fully produce discovered reserves.
The production and sale of oil and gas are subject to a variety of federal,
state, local and foreign government regulations, including regulations
concerning the prevention of waste, the discharge of materials in the
environment, the conservation of oil and natural gas, pollution, permits for
drilling operations, drilling bonds, reports concerning operations, the spacing
of wells, the unitization and pooling of properties, and various other matters.
Such laws and regulations have increased the costs of planning designing,
drilling, installing, operating and abandoning oil and gas facilities. Many
jurisdictions have imposed limitations on the production of oil and gas by
restricting the rate of flow for oil and gas wells below their actual capacity
to produce. During recent years there has been significant discussion by
legislators concerning a variety of energy tax proposals. May states have raised
state taxes on energy sources and additional increases may occur. There can be
no assurance that significant costs for compliance will not be incurred by any
issuer in the future.
International investments may represent a significant portion of an issuer's
total assets or reserves. Foreign properties, operations or investments may be
adversely affected by local political and economic developments, exchange
controls, currency fluctuations, royalty and tax increases, retroactive tax
claims, expropriation, import and export regulations and other foreign laws or
policies as well as by laws and policies of the United States affecting foreign
trade, taxation and investment. In addition, in the event of a dispute arising
from foreign operations, an issuer may be subject to the exclusive jurisdiction
of foreign courts or may not be successful in subjecting foreign person to the
jurisdiction of the courts in the United States.
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.
The Internet Trusts 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

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, 1999, the total stockholders' equity of Van Kampen
Funds Inc. was $141,554,861 (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 199, 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 199 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 13th day of January 2000.

Van Kampen Focus Portfolios, Series 199
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 January 13,
2000 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 199
TRUST AGREEMENT

Dated: January 13, 2000

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 June 10, 2000 and continuing through
January 10, 2001. 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 199

(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

January 13, 2000

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

Re: Van Kampen Focus Portfolios, Series 199
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 199 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated January 13, 2000, 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. 333-92965) 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

January 13, 2000

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 199
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 199 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated January 13, 2000 (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, Financial
Institutions Trust, Series 3A, Financial Institutions Trust, Series 3B, Global
Energy Trust, Series 12, Internet Trust, Series 18A and Internet Trust, Series
18B (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

January 13, 2000

Van Kampen Focus Portfolios, Series 199
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 199 (the "Fund") consisting of Financial Institutions Trust, Series 3A,
Financial Institutions Trust, Series 3B, Global Energy Trust, Series 12,
Internet Trust, Series 18A and Internet Trust, Series 18B (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 333-92965), the objectives of the Fund are to provide the potential for
dividend income and capital appreciation through investment in a fixed portfolio
of actively traded equity securities in the country denominated in the Trust's
name. It is noted that no opinion is expressed herein with regard to the Federal
tax aspects of the securities, the Trusts, units of the Trusts (the "Units"), or
any 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

January 12, 2000

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

Re: Van Kampen Focus Portfolios, Series 199 Financial Institutions Trust,
Series 3A, Financial Institutions Trust, Series 3B, Global Energy Trust,
Series 12, Internet Trust, Series 18A, Internet Trust, Series 18B, (A Unit
Investment Trust) Registered Under the Securities Act of 1933, File No.
333-92965

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 January 13, 2000 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 199 as of January 13, 2000 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
January 13, 2000