FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 178, S-6EL24, 1996-11-18

FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 178
S-6EL24, 1996-11-18

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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: THE FIRST TRUST SPECIAL
SITUATIONS TRUST, SERIES 178

B. Name of Depositor: NIKE SECURITIES L.P.

C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532

D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532

E. Title and Amount of
Securities Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.

F. Proposed Maximum Offering
Price to the Public of the
Securities Being Registered: Indefinite.

G. Amount of Filing Fee: $0.00

H. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.

The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 178

Cross-Reference Sheet

(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information

2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator

3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator

4. Name and address of Underwriting
principal underwriters

5. State of organization The First Trust Special
of trust Situations Trust

6. Execution and termination The First Trust Special
of trust agreement Situations Trust; Other
Information

7. Changes of name *

8. Fiscal Year *

9. Litigation *

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. (a) Registered or bearer Rights of Unit Holders
securities

(b) Cumulative or distributive
securities The First Trust Special
Situations Trust

(d) Conversion, transfer, etc. Rights of Unit Holders

(e) Periodic payment plan
certificates *

(f) Voting rights Rights of Unit Holders;
Other Information

(g) Notice of certificate- Rights of Unit Holders;
holders Other Information

(h) Consents required Rights of Unit Holders;
Other Information

(i) Other provisions The First Trust Special
Situations Trust

11. Types of securities comprising The First Trust Special
units Situations Trust

12. Certain information
regarding periodic payment
plan certificates *

13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First Trust
Special Situations Trust

(b) Certain information
regarding periodic payment
plan certificates *

(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals

(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders

(f) Certain profits receivable The First Trust Special
by depositor, principal Situations Trust
underwriters, trustee or
affiliated persons

(g) Ratio of annual charges to
income *

14. Issuance of trust's Rights of Unit Holders
securities

15. Receipt and handling of
payments from purchasers *

16. Acquisition and disposition
of underlying securities The First Trust Special
Situations Trust; Rights
of Unit Holders

17. Withdrawal or redemption The First Trust Special
Situations Trust; Public
Offering; Rights of Unit
Holders

18. (a) Receipt, custody and
disposition of income Rights of Unit Holders

(b) Reinvestment of
distributions Rights of Unit Holders

(d) Schedule of distributions *

19. Records, accounts and
reports Rights of Unit Holders

20. Certain miscellaneous
provisions of trust
agreement

(a) Amendment Other Information

(b) Termination Other Information

(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator

21. Loans to security holders *

22. Limitations on liability The First Trust Special
Situations Trust;
Information as to
Sponsor, Trustee and
Evaluator

23. Bonding arrangements Contents of Registration
Statement

24. Other material provisions
of trust agreement *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator

26. Fees received by depositor *

27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator

28. Certain information as to *
officials and affiliated
persons of depositor

29. Voting securities of *
depositor

30. Persons controlling *
depositor

31. Payment by depositor for *
certain services rendered
to trust

32. Payment by depositor for *
certain other services
rendered to trust

33. Remuneration of other *
persons for certain
services rendered to trust

34. Remuneration of other *
persons for certain services
rendered to trust

IV. DISTRIBUTION AND REDEMPTION

35. Distribution of trust's
securities by states Public Offering

36. Suspension of sales of
trust's securities *

37. Revocation of authority
to distribute *

38. (a) Method of distribution Public Offering

(b) Underwriting agreements Public Offering;
Underwriting

39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator

(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator

40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters

41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator

(b) Branch offices of
principal underwriters *

42. Ownership of trust's
securities by certain
persons *

43. Certain brokerage
commissions received
by principal underwriters *

44. (a) Method of valuation Summary of Essential
Information; The First
Trust Special Situations
Trust; Public Offering

(b) Schedule as to offering
price *

45. Suspension of redemption
rights *

46. (a) Redemption Valuation Rights of Unit Holders

(b) Schedule as to redemption
price *

47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator

49. Fees and expenses of trustee The First Trust Special
Situations Trust

50. Trustee's lien The First Trust Special
Situations Trust

VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES

51. Insurance of holders of *
trust's securities

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust The First Trust Special
agreement with respect Situations Trust; Rights
to selection or elimination of Unit Holders
of underlying securities

(b) Transactions involving
elimination of underlying
securities *

(c) Policy regarding The First Trust Special
substitution or elimination Situations Trust; Rights
of underlying securities of Unit Holders

(d) Fundamental policy not
otherwise covered *

53. Tax status of Trust The First Trust Special
Situations Trust

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during
last ten years *

55. Certain information regarding
periodic payment plan
certificates

56. Certain information regarding
periodic payment plan
certificates

57. Certain information regarding *
periodic payment plan
certificates

58. Certain information regarding
periodic payment plan
certificates

59. Financial statements Report of Independent
(Instruction 1(b) to Auditors; Statement of
Form S-6) Net Assets

__________________________
* Inapplicable, answer negative or not required.

Preliminary Prospectus Dated November 18, 1996

The First Trust Special Situations Trust, Series 178
Target 5 Trust, January 1997 Series
Target 10 Trust, January 1997 Series

100,000 units
(A Unit Investment
Trust)

The final Prospectus for The First Trust Special Situations Trust,
Series 131, Target Five Trust, Series 5; Target Ten Trust, Series 11
(Series 131) is hereby used as a preliminary Prospectus for the above
stated Series. The narrative information and structure of the final
Prospectus for Series 131 will be substantially the same as that of the
final Prospectus for this Series. In addition, the investment strategy
followed by each individual trust contained in Series 131 will be
identical to that followed by the corresponding trust of this Series.
Information with respect to pricing, the number of Units, dates and
summary information regarding the characteristics of securities to be
deposited in this Series will be different since each Series has a unique
Portfolio (consistent with the investment strategy). Accordingly the
information contained in Series 131 should be considered as being
intended for informational purposes only.

A registration statement relating to the units of the above stated
Series has been filed with the Securities and Exchange Commission but has
not yet become effective. Information contained in this registration
statement is subject to completion or amendment. Such Units may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This final Prospectus for Series 131 shall
not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the Units in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

Investors in Series 131 who wish to elect to have the proceeds of
their Units in such Trust reinvested into units of the above stated
Series should refer to the final Prospectus they received for Series 131.
Investors may receive an additional copy of the final Prospectus for
Series 131 by contacting the Trustee at (1-800-682-7520).

Target 5 Trust, Series 5
Target 10 Trust, Series 11

The Trusts. The First Trust(registered trademark) Special Situations
Trust, Series 131 consists of the underlying separate unit investment
trusts set forth above. The various trusts are sometimes collectively
referred to herein as the "Trusts" and each as a "Trust." Each Trust
consists of a portfolio containing common stocks issued by companies
which provide income and are considered to have the potential for
capital appreciation (the "Equity Securities").

Target 5 Trust, Series 5 consists of common stock of the five companies
with the lowest per share stock price of the ten companies in the Dow
Jones Industrial Average having the highest dividend yield as of the
close of business on the date prior to this Prospectus.

Target 10 Trust, Series 11 consists of common stock of the ten companies
in the Dow Jones Industrial Average having the highest dividend yield as
of the close of business on the date prior to this Prospectus. Dow Jones
Industrial Average is not affiliated with the Sponsor and is the
property of Dow Jones & Company, Inc. Dow Jones & Company, Inc. has not
granted to the Trusts or the Sponsor a license to use the Dow Jones
Industrial Average. Dow Jones & Company, Inc. has not participated in
any way in the creation of the Trusts or in the selection of stocks
included in the Trusts and has not approved any information herein
relating thereto.

The objective of each Trust is to provide an above-average total return
through a combination of dividend income and capital appreciation by
investing such Trust's portfolio in selected common stocks of companies
which meet the criteria stated above. See "Schedule of Investments" for
each Trust. Units are not designed so that their prices will parallel or
correlate with movements in the Dow Jones Industrial Average, and it is
expected that their prices will not parallel or correlate with such
movements. Each Trust has a mandatory termination date (the "Mandatory
Termination Date" or "Trust Ending Date") of approximately one year from
the date of this Prospectus as set forth under "Summary of Essential
Information." There is, of course, no guarantee that the objective of
either Trust will be achieved.

Each Unit of a Trust represents an undivided fractional interest in all
the Equity Securities deposited in such Trust. The Equity Securities
deposited in a Trust's portfolio have no fixed maturity date and the
value of these underlying Equity Securities will fluctuate with changes
in the values of stocks in general. See "Portfolio."

The Sponsor may, from time to time after the Initial Date of Deposit,
deposit additional Equity Securities in a Trust. Such deposits of
additional Equity Securities will, therefore, be done in such a manner
that the original proportionate relationship amongst the individual
issues of the Equity Securities shall be maintained. Any deposit by the
Sponsor of additional Equity Securities will duplicate, as nearly as is
practicable, the original proportionate relationship established on the
Initial Date of Deposit, and not the actual proportionate relationship
on the subsequent date of deposit, since the actual proportionate
relationship may be different than the original proportionate
relationship. Any such difference may be due to the sale, redemption or
liquidation of any Equity Securities deposited in such Trust on the
Initial, or any subsequent, Date of Deposit. See "What is the First
Trust Special Situations Trust?" and "How May Equity Securities be
Removed from a Trust?"

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

First Trust (registered trademark)

The date of this Prospectus is December 5, 1995

Page 1

Public Offering Price. The Public Offering Price per Unit of the Target
5 Trust, Series 5 and the Target 10 Trust, Series 11, respectively, is
equal to the aggregate underlying value of the Equity Securities in such
Trust (generally determined by the closing sale prices of the Equity
Securities) plus or minus a pro rata share of cash, if any, in the
Capital and Income Accounts of such Trust, plus an initial sales charge
for each Trust equal to the difference between the maximum sales charge
for each Trust (2.75% and 2.90% of the Public Offering Price,
respectively) and the maximum remaining deferred sales charge (initially
$0.195 per Unit for each Trust). For Unit holders of the Target 5 Trust,
Series 5 and the Target 10 Trust, Series 11, commencing February 29,
1996, and on the last business day of each month thereafter, through
November 29, 1996, a deferred sales charge of $.0195 will be assessed
per Unit. Units purchased subsequent to the initial deferred sales
charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments. For each Trust, the deferred
sales charge will be paid from funds in the Capital Account, if
sufficient, or from the periodic sale of Equity Securities. The total
maximum sales charge assessed to Unit holders on a per Unit basis will
be 2.75% and 2.90% of the Public Offering Price (equivalent to 2.772%
and 2.928% of the net amount invested, exclusive of the deferred sales
charge) for the Target 5 Trust, Series 5 and the Target 10 Trust, Series
11, respectively. A pro rata share of accumulated dividends, if any, in
the Income Account is included in the Public Offering Price. The minimum
purchase for each Trust is $1,000. The sales charge for each Trust is
reduced on a graduated scale for sales involving at least 5,000 Units.
See "How is the Public Offering Price Determined?"

Estimated Net Annual Distributions. The estimated net annual dividend
distributions to Unit holders (based on the most recent quarterly or
semi-annual ordinary dividend declared with respect to the Equity
Securities in each Trust) at the opening of business on the Initial Date
of Deposit for Target 5 Trust, Series 5 was $.2630 per Unit, and for
Target 10 Trust, Series 11 was $.2979 per Unit. The estimated net annual
dividend distributions per Unit will vary with changes in fees and
expenses of each Trust, with changes in dividends received and with the
sale or liquidation of Equity Securities; therefore, there is no
assurance that the estimated net annual dividend distributions will be
realized in the future.

Dividend and Capital Distributions. Distributions of dividends received
by a Trust will be paid in cash on the Distribution Date to Unit holders
of record on the Record Date as set forth in the "Summary of Essential
Information" for each Trust. The first such distribution for each Trust
will be made on June 30, 1996 to Unit holders of record on June 15,
1996. The last distribution will be made as part of the final
liquidation distribution. Distributions of funds in the Capital Account,
if any, will be made as part of the final liquidation distribution, and
in certain circumstances, earlier. Any distribution of income and/or
capital will be net of the expenses of a Trust. See "What is the Federal
Tax Status of Unit Holders?" Additionally, upon termination of a Trust,
the Trustee will distribute, upon surrender of Units for redemption, to
each remaining Unit holder his pro rata share of such Trust's assets,
less expenses, in the manner set forth under "Rights of Unit Holders-How
are Income and Capital Distributed?" The Sponsor intends to create a
separate 1996 Trust for both the Target 5 Trust Series and the Target 10
Trust Series (the "1996 Trusts") in conjunction with the termination of
this series of the Target 5 Trust Series and Target 10 Trust Series.
Unit holders who elect to become Rollover Unit holders will not receive
the final liquidation distribution, but will receive units in either
1996 Trust as selected by the Unit holder. See "Special Redemption,
Liquidation and Investment in New Trusts." Any Unit holder may elect to
have each distribution of income or capital on his Unit, other than the
final liquidating distribution in connection with the termination of a
Trust, automatically reinvested in additional Units of such Trust
subject only to the remaining deferred sales charge payments as set
forth below. See "Rights of Unit Holders-How are the Income and Capital
Distributed?"

Secondary Market for Units. While under no obligation to do so, the
Sponsor may maintain a market for Units of a Trust and offer to
repurchase such Units at prices which are based on the aggregate
underlying value of Equity Securities in such Trust (generally
determined by the closing sale prices of the Equity Securities) plus or
minus cash, if any, in the Capital and Income Accounts of such Trust. If
a secondary market is not maintained, a Unit holder may redeem Units
through redemption at prices based upon the aggregate underlying value
of the Equity Securities in such Trust (generally determined by the
closing sale prices of the Equity Securities) plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of such Trust.
A Unit holder tendering 2,500 Units or more of a Trust for redemption
may request a distribution of shares of Equity Securities (reduced by
customary transfer and registration charges) in lieu of payment in cash.

Page 2

See "How May Units be Redeemed?" Units sold or tendered for redemption
prior to such time as the entire deferred sales charge on such Units has
been collected will be assessed the amount of the remaining deferred
sales charge at the time of sale or redemption.

Special Redemption, Liquidation and Investment in New Trusts. Unit
holders who hold their Units in book entry form will have the option of
specifying by December 2, 1996 (the "Rollover Notification Date") to
have all of their Units redeemed in-kind on the Rollover Notification
Date and the distributed Equity Securities sold by the Trustee, in its
capacity as Distribution Agent, during the Special Redemption and
Liquidation Period. (Unit holders so electing are referred to herein as
"Rollover Unit holders.") The Distribution Agent will appoint the
Sponsor as its agent to determine the manner, timing and execution of
sales of underlying Equity Securities. The proceeds of the redemption
will then be invested in Units of a 1996 Trust, if one or more such
Trusts are offered. The Sponsor may, however, stop creating new Units of
a 1996 Trust at any time in its sole discretion without regard to
whether all the proceeds to be invested have been invested. Cash which
has not been invested on behalf of the Rollover Unit holders in a 1996
Trust will be distributed at the end of the Special Redemption and
Liquidation Period. However, the Sponsor anticipates that sufficient
Units can be created, although moneys in either Trust may not be fully
invested on the next business day. Rollover Unit holders may purchase
Units of a 1996 Trust at a reduced sales charge. The portfolio for the
1996 Trust of the Target 5 Trust Series will contain common stock of the
five companies with the lowest per share stock price of the ten
companies in the Dow Jones Industrial Average having the highest
dividend yield as of the business day prior to the Initial Date of
Deposit of the 1996 Trust. The portfolio of the 1996 Trust of the Target
10 Trust Series will contain the ten common stocks in the Dow Jones
Industrial Average having the highest dividend yield as of the business
day prior to the Initial Date of Deposit of the 1996 Trust. Rollover
Unit holders will receive credit for the amount of dividends in the
Income Account of a Trust which will be included in the reinvestment in
Units of such 1996 Trust. The exchange option described above is subject
to modification, termination or suspension.

Termination. Each Trust will terminate approximately one year after the
Initial Date of Deposit regardless of market conditions at that time.
Commencing on the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of a Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his or her address appearing on the registration books of such
Trust maintained by the Trustee. At least 30 days prior to the Mandatory
Termination Date of a Trust, the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges) if
such Unit holder owns at least 2,500 Units of such Trust, rather than to
receive payment in cash for such Unit holder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity
Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least five business days
prior to the Mandatory Termination Date of a Trust. Unit holders not
electing the "Rollover Option" or a distribution of shares of the Equity
Securities will receive a cash distribution within a reasonable time
after a Trust is terminated. See "Rights of Unit Holders-How are Income
and Capital Distributed?"

Risk Factors. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the possible deterioration of either the financial condition of
the issuers or the general condition of the stock market, changes in
interest rates or an economic recession. An investment in Target 5
Trust, Series 5 may subject a Unit holder to additional risk due to the
relative lack of diversity in its portfolio since the portfolio contains
only five stocks. Therefore, Units of Target 5 Trust, Series 5 may be
subject to greater market risk than other Trusts which contain a more
diversified portfolio of securities. The Trusts are not actively managed
and Equity Securities will not be sold by a Trust to take advantage of
market fluctuations or changes in anticipated rates of appreciation. See
"What are Equity Securities?-Risk Factors."

Page 3

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-December 5, 1995

<TABLE>
<CAPTION>
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank (National Association)
Evaluator: FT Evaluators L.P.

Target 5 Trust
Series 5
______________
General Information
<S> <C>
Initial Number of Units 15,000
Fractional Undivided Interest in the Trust per Unit 1/15,000
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities
in Portfolio (1) $ 148,846
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.9231
Maximum Sales Charge 2.75% of the Public Offering Price
per Unit (2.772% of the net amount invested, exclusive of the
deferred sales charge) (2) $ .2750
Less Deferred Sales Charge per Unit $ (.1950)
Public Offering Price per Unit (2) $ 10.0031
Sponsor's Initial Repurchase Price per Unit $ 9.7281
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less the deferred sales charge)(3) $ 9.7281
</TABLE>

CUSIP Number 33718R 229
First Settlement Date December 8, 1995
Rollover Notification Date December 2, 1996
Special Redemption and Liquidation
Period During the period from December
3, 1996 to December 30, 1996.
Mandatory Termination Date December 31, 1996
Discretionary Liquidation Amount A Trust may be terminated if the
value of the Equity Securities
is less than the lower of
$2,000,000 or 20% of the total
value of Equity Securities
deposited in a Trust during the
primary offering period.
Trustee's Annual Fee $.0116 per Unit outstanding.
Evaluator's Annual Fee $.0030 per Unit outstanding.
Evaluations for purposes of
sale, purchase or redemption of
Units are made as of the close
of trading (4:00 p.m. eastern
standard time) on the New York
Stock Exchange on each day on
which it is open.
Supervisory Fee (4) Maximum of $.0035 per Unit
outstanding annually payable to
an affiliate of the Sponsor.
Estimated Organizational and Offering
Expenses (5) $.012 per Unit.
Income Distribution Record Date June 15, 1996
Income Distribution Date (6) June 30, 1996

[FN]
__________________

(1) Each Equity Security listed on a national securities exchange is
valued at the last closing sale price on the New York Stock Exchange, or
if no such price exists at the closing ask price thereof.

(2) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge applies to all Units and
represents an amount equal to the difference between the maximum sales
charge for the Trust of 2.75% of the Public Offering Price and the
amount of the maximum remaining deferred sales charge (initially $0.195
per Unit). Subsequent to the initial date of deposit, the amount of the
initial sales charge will vary with changes in the aggregate underlying
value of the Equity Securities underlying the Trust. In addition to the
initial sales charge, Unit holders of Target 5 Trust, Series 5 will pay
a deferred sales charge of $.0195 per Unit per month commencing February
29, 1996 and on the last business day of each month thereafter through
November 29, 1996. Units purchased subsequent to the initial deferred
sales charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments. These deferred sales charge
payments will be paid from funds in the Capital Account, if sufficient,
or from the periodic sale of Equity Securities. See "Fee Table" and
"Public Offering" for additional information. On the Initial Date of
Deposit there will be no accumulated dividends in the Income Account.
Anyone ordering Units after such date will pay a pro rata share of any
accumulated dividends in such Income Account. The Public Offering Price
as shown reflects the value of the Equity Securities at the opening of
business on the Initial Date of Deposit and establishes the original
proportionate relationship amongst the individual securities. No sales
to investors will be executed at this price. Additional Equity
Securities will be deposited during the day of the Initial Date of
Deposit which will be valued as of 4:00 p.m. eastern standard time and
sold to investors at a Public Offering Price per Unit based on this
valuation.

(3) See "How May Units be Redeemed?"

(4) In addition, the Sponsor will be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $0.0010
per Unit.

(5) The Trust (and therefore Unit holders) will bear all or a portion of
its organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and
states, the initial audit of the Trust portfolio and the initial fees
and expenses of the Trustee but not including the expenses incurred in
the printing of preliminary prospectuses, and expenses incurred in the
preparation and printing of brochures and other advertising materials
and any other selling expenses) as is common for mutual funds. Total
organizational and offering expenses will be charged off over a period
not to exceed one year. See "What are the Expenses and Charges?" and
"Statement of Net Assets." Historically, the sponsors of unit investment
trusts have paid all the costs of establishing such trusts.

(6) At the Rollover Notification Date for Rollover Unit holders or upon
termination of the Trust for other Unit holders, amounts in the Income
Account (which consist of dividends on the Equity Securities) will be
included in amounts distributed to or on behalf of Unit holders.
Distributions from the Capital Account will be made monthly payable on
the last day of the month to Unit holders of record on the fifteenth day
of such month if the amount available for distribution equals at least
$0.01 per Unit. Notwithstanding, distributions of funds in the Capital
Account, if any, will be made as part of the final liquidation
distribution.

Page 4

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Equity Securities-December 5, 1995

<TABLE>
<CAPTION>
Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank (National Association)
Evaluator: FT Evaluators L.P.

Target 10 Trust
Series 11
_______________

General Information
<S> <C>
Initial Number of Units 15,000
Fractional Undivided Interest in the Trust per Unit 1/15,000
Public Offering Price:
Aggregate Offering Price Evaluation of Equity Securities
in Portfolio (1) $ 148,590
Aggregate Offering Price Evaluation of Equity Securities per Unit $ 9.9060
Maximum Sales Charge 2.90% of the Public Offering Price
per Unit (2.928% of the net amount invested, exclusive of the
deferred sales charge) (2) $ .2900
Less Deferred Sales Charge per Unit $ (.1950)
Public Offering Price per Unit (2) $ 10.0010
Sponsor's Initial Repurchase Price per Unit $ 9.7110
Redemption Price per Unit (based on aggregate underlying
value of Equity Securities less the deferred sales charge) (3) $ 9.7110
</TABLE>

CUSIP Number 33718R 237
First Settlement Date December 8, 1995
Rollover Notification Date December 2, 1996
Special Redemption and Liquidation Period During the period from
December 3, 1996 to December 30,
1996.
Mandatory Termination Date December 31, 1996
Discretionary Liquidation Amount A Trust may be terminated if the
value of the Equity Securities
is less than the lower of
$2,000,000 or 20% of the total
value of Equity Securities
deposited in a Trust during the
primary offering period.
Trustee's Annual Fee $.0116 per Unit outstanding.
Evaluator's Annual Fee $.0030 per Unit outstanding.
Evaluations for purposes of
sale, purchase or redemption of
Units are made as of the close
of trading (4:00 p.m. eastern
standard time) on the New York
Stock Exchange on each day on
which it is open.
Supervisory Fee (4) Maximum of $.0035 per Unit
outstanding annually payable to
an affiliate of the Sponsor.
Estimated Organizational and Offering
Expenses (5) $.012 per Unit.
Income Distribution Record Date June 15, 1996
Income Distribution Date (6) June 30, 1996

[FN]
___________________

(1) Each Equity Security listed on a national securities exchange is
valued at the last closing sale price on the New York Stock Exchange, or
if no such price exists at the closing ask price thereof.

(2) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. The initial sales charge applies to all Units and
represents an amount equal to the difference between the maximum sales
charge for the Trust of 2.90% of the Public Offering Price and the
amount of the maximum remaining deferred sales charge (initially $0.195
per Unit). Subsequent to the Initial Date of Deposit, the amount of the
initial sales charge will vary with changes in the aggregate underlying
value of the Equity Securities underlying the Trust. In addition to the
initial sales charge, Unit holders of Target 10 Trust, Series 11 will
pay a deferred sales charge of $.0195 per Unit per month commencing
February 29, 1996 and on the last business day of each month thereafter
through November 29, 1996. Units purchased subsequent to the initial
deferred sales charge payment will be subject to the initial sales
charge and the remaining deferred sales charge payments. These deferred
sales charge payments will be paid from funds in the Capital Account, if
sufficient, or from the periodic sale of Equity Securities. See "Fee
Table" and "Public Offering" for additional information. On the Initial
Date of Deposit there will be no accumulated dividends in the Income
Account. Anyone ordering Units after such date will pay a pro rata share
of any accumulated dividends in such Income Account. The Public Offering
Price as shown reflects the value of the Equity Securities at the
opening of business on the Initial Date of Deposit and establishes the
original proportionate relationship amongst the individual securities.
No sales to investors will be executed at this price. Additional Equity
Securities will be deposited during the day of the Initial Date of
Deposit which will be valued as of 4:00 p.m. eastern standard time and
sold to investors at a Public Offering Price per Unit based on this
valuation.

(3) See "How May Units be Redeemed?"

(4) In addition, the Sponsor will be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of $0.0010
per Unit.

Page 5

FEE TABLE-Target 5 Trust, Series 5

This Fee Table is intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "What are the Expenses and Charges?" Although the Trust
has a term of only one year and is a unit investment trust rather than a
mutual fund, this information is presented to permit a comparison of
fees, assuming the principal amount and distributions are rolled over
each year into a new Trust subject only to the deferred sales charge.

<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
Unit holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of offering price). . . . . . . 0.80%(a) $0.080
Deferred sales charge per year
(as a percentage of original purchase price). . 1.95%(b) .195
________ ______
2.75% $0.275
======== ======
Maximum Sales Charge per year imposed on
Reinvested Dividends. . . . . . . . . . . . . . 1.95%(c) 0.195
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee. . . . . . . . . . . . . . . . . . . 0.116% $0.0116
Portfolio supervision, bookkeeping, administrative,
evaluation fees, organizational and offering expenses 0.196% 0.0195
Other operating expenses. . . . . . . . . . . . . 0.022% 0.0022
________ _______
Total. . . . . . . . . . . . . . . . . . . . . . 0.334% $0.0333
======== ========
</TABLE>

<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years(d) 5 Years(d) 10 Years(d)
______ _________ _________ __________
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the Target 5 Trust,
Series 5 estimated operating expense ratio of
.334% and a 5% annual return on the investment
throughout the periods. . . . . $31 $78 $128 $265
</TABLE>

The example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and
Exchange Commission regulations applicable to mutual funds. For purposes
of the example, the deferred sales charge imposed on reinvestment of
dividends is not reflected until the year following payment of the
dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment. The
example should not be considered a representation of past or future
expenses or annual rate of return; the actual expenses and annual rate
of return may be more or less than those assumed for purposes of the
example.

[FN]
__________________

(a) The Initial Sales Charge is actually the difference between the
maximum total sales charge of 2.75% and the maximum remaining deferred
sales charge (initially $0.195 per Unit for the Target 5 Trust, Series
5) and would exceed 0.8% if the Public Offering Price exceeds $10.00 per
Unit.

(b) The actual fee is $.0195 per month for the Target 5 Trust, Series 5,
per Unit, irrespective of purchase or redemption price deducted in each
of the last ten months of each one-year Trust. If the Unit price exceeds
$10.00 per Unit, the deferred sales charge will be less than 1.95% for
the Target 5 Trust, Series 5. If the Unit price is less than $10.00 per
Unit, the deferred sales charge will exceed 1.95% for the Target 5
Trust, Series 5. Units purchased subsequent to the initial deferred
sales charge payment will also be subject to the remaining deferred
sales charge payments.

(c) Reinvested Dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "How are Income and
Capital Distributed."

(d) Although the Trust has a term of only one year and is a unit
investment trust rather than a mutual fund, this information is
presented to permit a comparison of fees, assuming the principal amount
and distributions are rolled over each year into a new Trust subject
only to the deferred sales charge.

Page 6

FEE TABLE-Target 10 Trust, Series 11

<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
Unit holder Transaction Expenses
Initial sales charge imposed on purchase
(as a percentage of offering price). . . . . . 0.95%(a) $0.095
Deferred sales charge per year
(as a percentage of original purchase price). . 1.95%(b) .195
2.90% $0.290
Maximum Sales Charge per year imposed on
Reinvested Dividends. . . . . . . . . . . . . . 1.95%(c) 0.195
Estimated Annual Fund Operating Expenses
(as a percentage of average net assets)
Trustee's fee. . . . . . . . . . . . . . . . . . . 0.116% $0.0116
Portfolio supervision, bookkeeping, administrative,
evaluation fees, organizational and offering expenses 0.196% 0.0195
Other operating expenses. . . . . . . . . . . . . 0.022% 0.0022
Total. . . . . . . . . . . . . . . . . . . . . . 0.334% $0.0333
</TABLE>

<TABLE>
<CAPTION>
Example
_______
Cumulative Expenses Paid for Period:
1 Year 3 Years(d) 5 Years(d) 10 Years(d)
______ __________ __________ __________
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the Target 10 Trust,
Series 11 estimated operating expense ratio of
0.334% and a 5% annual return on the investment
throughout the periods $32 $79 $129 $266
</TABLE>

__________________

(a) The Initial Sales Charge is actually the difference between the
maximum total sales charge of 2.90% and the maximum remaining deferred
sales charge (initially $0.195 per Unit for the Target 10 Trust, Series
11) and would exceed 0.95% if the Public Offering Price exceeds $10.00
per Unit.

(b) The actual fee is $.0195 per month for the Target 10 Trust, Series 11
per Unit, irrespective of purchase or redemption price deducted in each
of the last ten months of each one-year Trust. If the Unit price exceeds
$10.00 per Unit, the deferred sales charge will be less than 1.95% for
the Target 10 Trust, Series 11. If the Unit price is less than $10.00
per Unit, the deferred sales charge will exceed 1.95% for the Target 10
Trust, Series 11. Units purchased subsequent to the initial deferred
sales charge payment will also be subject to the remaining deferred
sales charge payments.

(c) Reinvested Dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "How are Income and
Capital Distributed."

Page 7

Target 5 Trust, SERIES 5
Target 10 Trust, SERIES 11

The First Trust Special Situations Trust, Series 131

What is The First Trust Special Situations Trust?

The First Trust Special Situations Trust, Series 131 is one of a series
of investment companies created by the Sponsor under the name of The
First Trust Special Situations Trust, all of which are generally similar
but each of which is separate and is designated by a different series
number. This Series consists of underlying separate unit investment
trusts designated as: Target 5 Trust, Series 5 and Target 10 Trust,
Series 11 (collectively the "Trusts," and each individually a "Trust").
Each Trust was created under the laws of the State of New York pursuant
to a Trust Agreement (the "Indenture"), dated the Initial Date of
Deposit, with Nike Securities L.P., as Sponsor, The Chase Manhattan Bank
(National Association), as Trustee, First Trust Advisors L.P., as
Portfolio Supervisor and FT Evaluators L.P., as Evaluator.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of common stocks issued by
companies which provide income and are considered to have the potential
for capital appreciation (the "Equity Securities"), together with an
irrevocable letter or letters of credit of a financial institution in an
amount at least equal to the purchase price of such Equity Securities.
In exchange for the deposit of securities or contracts to purchase
securities in a Trust, the Trustee delivered to the Sponsor documents
evidencing the entire ownership of such Trust.

The objective of the Target 5 Trust, Series 5 is to provide an above-
average total return through a combination of dividend income and
capital appreciation by investing in Equity Securities of the five
companies with the lowest per share stock price of the ten companies in
the Dow Jones Industrial Average having the highest dividend yield as of
the close of business on the date prior to this Prospectus.

The objective of the Target 10 Trust, Series 11 is to provide an above-
average total return through a combination of dividend income and
capital appreciation by investing in Equity Securities of the ten
companies which are in the Dow Jones Industrial Average having the
highest dividend yield as of the close of business on the date prior to
this Prospectus. Dow Jones Industrial Average is not affiliated with the
Sponsor and is the property of Dow Jones & Company, Inc. There is, of
course, no guarantee that the objective of either Trust will be achieved.

With the deposit of the Equity Securities on the Initial Date of
Deposit, the Sponsor established a percentage relationship between the
amounts of Equity Securities in a Trust's portfolio. See "What are the
Equity Securities Selected for Target 5 Trust, Series 5?" and "What are
the Equity Securities Selected for Target 10 Trust, Series 11?" From
time to time following the Initial Date of Deposit, the Sponsor,
pursuant to the Indenture, may deposit additional Equity Securities in a
Trust and Units may be continuously offered for sale to the public by
means of this Prospectus, resulting in a potential increase in the
outstanding number of Units of such Trust. Any deposit by the Sponsor of
additional Equity Securities will duplicate, as nearly as is
practicable, the original proportionate relationship and not the actual
proportionate relationship on the subsequent date of deposit, since the
actual proportionate relationship may be different than the original
proportionate relationship. Any such difference may be due to the sale,
redemption or liquidation of any of the Equity Securities deposited in a
Trust on the Initial, or any subsequent, Date of Deposit. See "How May
Equity Securities be Removed from a Trust?" The original percentage
relationship of each Equity Security to a Trust is set forth herein
under "Schedule of Investments" for such Trust. Since the prices of the
underlying Equity Securities will fluctuate daily, the ratio, on a
market value basis, will also change daily. The portion of Equity
Securities represented by each Unit will not change as a result of the
deposit of additional Equity Securities in a Trust.

On the Initial Date of Deposit, each Unit of a Trust represented the
undivided fractional interest in the Equity Securities deposited in such
Trust set forth under "Summary of Essential Information" for such Trust.
To the extent that Units of a Trust are redeemed, the aggregate value of
the Equity Securities in such Trust will be reduced and the undivided

Page 8

fractional interest represented by each outstanding Unit of such Trust
will increase. However, if additional Units are issued by a Trust in
connection with the deposit of additional Equity Securities by the
Sponsor, the aggregate value of the Equity Securities in such Trust will
be increased by amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit of such Trust
will be decreased proportionately. See "How May Units be Redeemed?" Each
Trust has a Mandatory Termination Date as set forth herein under
"Summary of Essential Information" for such Trust.

What are the Expenses and Charges?

With the exception of bookkeeping and other administrative services
provided to the Trusts, for which the Sponsor will be reimbursed in
amounts as set forth under "Summary of Essential Information," the
Sponsor will not receive any fees in connection with its activities
relating to the Trusts. Such bookkeeping and administrative charges may
be increased without approval of the Unit holders by amounts not
exceeding proportionate increases under the category "All Services Less
Rent of Shelter" in the Consumer Price Index published by the United
States Department of Labor. The fees payable to the Sponsor for such
services may exceed the actual costs of providing such services for
these Trusts, but at no time will the total amount received for such
services rendered to unit investment trusts of which Nike Securities
L.P. is the Sponsor in any calendar year exceed the actual cost to the
Sponsor of supplying such services in such year. First Trust Advisors
L.P. will receive an annual supervisory fee, which is not to exceed the
amount set forth under "Summary of Essential Information," for providing
portfolio supervisory services for the Trusts. Such fee is based on the
number of Units outstanding in a Trust on January 1 of each year except
for the year or years in which an initial offering period occurs in
which case the fee for a month is based on the number of Units
outstanding at the end of such month. This fee may exceed the actual
costs of providing such supervisory services for these Trusts, but at no
time will the total amount received for portfolio supervisory services
rendered to unit investment trusts of which Nike Securities L.P. is the
Sponsor in any calendar year exceed the aggregate cost to First Trust
Advisors L.P. of supplying such services in such year.

Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary of
Essential Information." The fee may exceed the actual costs of providing
such evaluation services for these Trusts, but at no time will the total
amount received for evaluation services rendered to unit investment
trusts of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the aggregate cost to FT Evaluators L.P. of supplying such
services in such year. The Trustee pays certain expenses of a Trust for
which it is reimbursed by such Trust. The Trustee will receive for its
ordinary recurring services to a Trust an annual fee computed at $.0116
per annum per Unit in such Trust outstanding based upon the largest
aggregate number of Units of such Trust outstanding at any time during
the calendar year. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Indenture, reference is
made to the material set forth under "Rights of Unit Holders."

The Trustee's and Evaluator's fees are payable from the Income Account
of a Trust to the extent funds are available and then from the Capital
Account of such Trust. Since the Trustee has the use of the funds being
held in the Capital and Income Accounts for payment of expenses and
redemptions and since such Accounts are noninterest-bearing to Unit
holders, the Trustee benefits thereby. Part of the Trustee's
compensation for its services to a Trust is expected to result from the
use of these funds. Both fees may be increased without approval of the
Unit holders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor.

Expenses incurred in establishing the Trusts, including costs of
preparing the registration statement, the trust indenture and other
closing documents, registering Units with the Securities and Exchange
Commission and states, the initial audit of each Trust portfolio and the
initial fees and expenses of the Trustee and any other out-of-pocket
expenses, will be paid by the Trusts and charged off over a period not
to exceed one year. The following additional charges are or may be
incurred by a Trust: all legal expenses of the Trustee incurred by or in

Page 9

connection with its responsibilities under the Indenture; the expenses
and costs of any action undertaken by the Trustee to protect such Trust
and the rights and interests of the Unit holders; fees of the Trustee
for any extraordinary services performed under the Indenture;
indemnification of the Trustee for any loss, liability or expense
incurred by it without negligence, bad faith or willful misconduct on
its part, arising out of or in connection with its acceptance or
administration of such Trust; indemnification of the Sponsor for any
loss, liability or expense incurred without gross negligence, bad faith
or willful misconduct in acting as Depositor of such Trust; all taxes
and other government charges imposed upon the Securities or any part of
such Trust (no such taxes or charges are being levied or made or, to the
knowledge of the Sponsor, contemplated). The above expenses and the
Trustee's annual fee, when paid or owing to the Trustee, are secured by
a lien on a Trust. In addition, the Trustee is empowered to sell Equity
Securities in a Trust in order to make funds available to pay all these
amounts if funds are not otherwise available in the Income and Capital
Accounts of such Trust. Since the Equity Securities are all common
stocks and the income stream produced by dividend payments is
unpredictable, the Sponsor cannot provide any assurance that dividends
will be sufficient to meet any or all expenses of a Trust. As described
above, if dividends are insufficient to cover expenses, it is likely
that Equity Securities will have to be sold to meet Trust expenses.
These sales may result in capital gains or losses to Unit holders. See
"What is the Federal Tax Status of Unit Holders?"

What is the Federal Tax Status of Unit Holders?

The following is a general discussion of certain of the Federal income
tax consequences of the purchase, ownership and disposition of the
Units. The summary is limited to investors who hold the Units as
"capital assets" (generally, property held for investment) within the
meaning of Section 1221 of the Internal Revenue Code of 1986 (the
"Code"). Unit holders should consult their tax advisers in determining
the Federal, state, local and any other tax consequences of the
purchase, ownership and disposition of Units in a Trust.

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

1. Each Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unit holder will be treated as the
owner of a pro rata portion of the assets of a Trust under the Code; and
the income of such Trust will be treated as income of the Unit holders
thereof under the Code. Each Unit holder will be considered to have
received his pro rata share of the income derived from each Equity
Security when such income is received by a Trust.

2. Each Unit holder will have a taxable event when a Trust disposes of
an Equity Security (whether by sale, taxable exchange, liquidation,
redemption, or otherwise) or upon the sale or redemption of Units by
such Unit holder. The price a Unit holder pays for his or her Units,
including sales charges, is allocated among his or her pro rata portion
of each Equity Security held by a Trust (in proportion to the fair
market values thereof on the date the Unit holder purchases his or her
Units) in order to determine his or her tax basis for his or her pro
rata portion of each Equity Security held by such Trust. For Federal
income tax purposes, a Unit holder's pro rata portion of dividends, as
defined by Section 316 of the Code, paid by a corporation with respect
to an Equity Security held by a Trust is taxable as ordinary income to
the extent of such corporation's current and accumulated "earnings and
profits." A Unit holder's pro rata portion of dividends paid on such
Equity Security which exceeds such current and accumulated earnings and
profits will first reduce a Unit holder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unit holder's
tax basis in such Equity Security shall generally be treated as capital
gain. In general, any such capital gain will be short-term unless a Unit
holder has held his or her Units for more than one year.

3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Equity Securities held by a
Trust will generally be considered a capital gain (except in the case of
a dealer) and will be long-term if the Unit holder has held his or her
Units for more than one year (the date on which the Units are acquired
(i.e., the "trade date") is excluded for purposes of determining whether

Page 10

the Units have been held for more than one year). A Unit holder's
portion of loss, if any, upon the sale or redemption of Units or the
disposition of Equity Securities held by a Trust will generally be
considered a capital loss (except in the case of a dealer) and, in
general, will be long-term if the Unit holder has held his or her Units
for more than one year. In particular, a Rollover Unit holder should be
aware that a Rollover Unit holder's loss, if any, incurred in connection
with the exchange of Units for Units in the next new series of the
Target 5 Trust Series or Target 10 Trust Series (the "1996 Trusts"),
(the Sponsor intends to create a separate 1996 Trust in conjunction with
the termination of both the Target 5 Trust Series and Target 10 Trust
Series) will generally be disallowed with respect to the disposition of
any Equity Securities pursuant to such exchange to the extent that such
Unit holder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into
account such Unit holder's deemed ownership of the securities underlying
the Units in a 1996 Trust in the manner described above, if such
substantially identical securities are acquired within a period
beginning 30 days before and ending 30 days after such disposition.
However, any gains incurred in connection with such an exchange by a
Rollover Unit holder would be recognized. Unit holders should consult
their tax advisers regarding the recognition of gains and losses for
Federal income tax purposes.

4. Generally, the tax basis of a Unit holder includes sales charges,
and such charges are not deductible. A portion of the sales charge for
the Trust is deferred. It is possible that for federal income tax
purposes a portion of the Deferred Sales Charge may be treated as
interest which would be deductible by a Unit holder subject to
limitations on the deduction of investment interest. In such case, the
non-interest portion of the Deferred Sales Charge should be added to the
Unit holder's tax basis in his Units. The deferred sales charge could
cause the Unit holder's Units to be considered to be debt-financed under
Section 246A of the Code which would result in a small reduction of the
dividends-received deduction. In any case, the income (or proceeds from
redemption) a Unit holder must take into account for federal income tax
purposes is not reduced by amounts deducted to pay the Deferred Sales
Charge. Unit holders should consult their own tax advisers as to the
income tax consequences of the deferred sales charge.

Dividends Received Deduction. A Unit holder will be considered to have
received all of the dividends paid on his or her pro rata portion of
each Equity Security when such dividends are received by a Trust
regardless of whether such dividends are used to pay a portion of the
deferred sales charge. Unit holders will be taxed in this manner
regardless of whether distributions from a Trust are actually received
by the Unit holder or are automatically reinvested (see "How are Income
and Capital Distributed?-Distribution Reinvestment Option").

A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to such Unit holder's pro rata
portion of dividends received by a Trust (to the extent such dividends
are taxable as ordinary income, as discussed above) in the same manner
as if such corporation directly owned the Equity Securities paying such
dividends (other than corporate Unit holders, 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 recently been issued which address special rules
that must be considered in determining whether the 46-day holding period
requirement is met. Moreover, the allowable percentage of the deduction
will be reduced from 70% if a corporate Unit holder owns certain stock
(or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation.

It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisers with respect to the limitations
on and possible modifications to the dividends received deduction.

Page 11

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

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unit holder may
recognize taxable gain (or loss) when an Equity Security is disposed of
by a Trust or if the Unit holder disposes of a Unit (although losses
incurred by Rollover Unit holders may be subject to disallowance, as
discussed above). For taxpayers other than corporations, net capital
gains are subject to a maximum stated marginal tax rate of 28%. However,
it should be noted that legislative proposals are introduced from time
to time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.

"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax
rates on ordinary income while capital gains remain subject to a 28%
maximum stated rate for taxpayers other than corporations. Because some
or all capital gains are taxed at a comparatively lower rate under the
Tax Act, the Tax Act includes a provision that recharacterizes capital
gains as ordinary income in the case of certain financial transactions
that are "conversion transactions" effective for transactions entered
into after April 30, 1993. Unit holders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.

If the Unit holder disposes of a Unit, he or she is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of
the Trust involved including his or her pro rata portion of all of the
Equity Securities represented by the Unit.

Special Tax Consequences of In-Kind Distributions Upon Redemption of
Units, Termination of a Trust and Investment in a New Trust. As
discussed in "Rights of Unit Holders-How are Income and Capital
Distributed?", under certain circumstances a Unit holder who owns at
least 2,500 Units of a Trust may request an In-Kind Distribution upon
the redemption of Units or the termination of such Trust. The Unit
holder requesting an In-Kind Distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of such In-
Kind Distribution will be reduced by the amount of the Distribution
Expenses. See "Rights of Unit Holders-How are Income and Capital
Distributed?" As previously discussed, prior to the redemption of Units
or the termination of a Trust, a Unit holder is considered as owning a
pro rata portion of each of such Trust's assets for Federal income tax
purposes. The receipt of an In-Kind Distribution upon the redemption of
Units or the termination of a Trust would be deemed an exchange of such
Unit holder's pro rata portion of each of the shares of stock and other
assets held by such Trust in exchange for an undivided interest in whole
shares of stock plus, possibly, cash.

The potential tax consequences that may occur under an In-Kind
Distribution will depend on whether or not a Unit holder 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
Unit holder will not recognize gain or loss if a Unit holder only
receives Equity Securities in exchange for his or her pro rata portion
in the Equity Securities held by a Trust. However, if a Unit holder also
receives cash in exchange for a fractional share of an Equity Security
held by a Trust, such Unit holder will generally recognize gain or loss
based upon the difference between the amount of cash received by the
Unit holder and his or her tax basis in such fractional share of an
Equity Security held by a Trust.

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

Page 12

As discussed in "Rights of Unit Holders-Special Redemption, Liquidation
and Investment in a New Trust," a Unit holder may elect to become a
Rollover Unit holder. To the extent a Rollover Unit holder exchanges his
Units for Units of either 1996 Trust in a taxable transaction, such Unit
holder will recognize gains, if any, but generally will not be entitled
to a deduction for any losses recognized upon the disposition of any
Equity Securities pursuant to such exchange to the extent that such Unit
holder is considered the owner of substantially identical securities
under the wash sale provisions of the Code taking into account such Unit
holder's deemed ownership of the securities underlying the Units in such
1996 Trust in the manner described above, if such substantially
identical securities were acquired within a period beginning 30 days
before and ending 30 days after such disposition under the wash sale
provisions contained in Section 1091 of the Code. In the event a loss is
disallowed under the wash sale provisions, special rules contained in
Section 1091(d) of the Code apply to determine the Unit holder's tax
basis in the securities acquired. Rollover Unit holders are advised to
consult their tax advisers.

Computation of the Unit holder's Tax Basis. Initially, a Unit holder's
tax basis in his Units will generally equal the price paid by such Unit
holder for his Units. The cost of the Units is allocated among the
Equity Securities held in a Trust in accordance with the proportion of
the fair market values of such Equity Securities on the date the Units
are purchased in order to determine such Unit holder's tax basis for his
or her pro rata portion of each Equity Security.

A Unit holder's tax basis in his or her Units and his or her pro rata
portion of an Equity Security held by a Trust will be reduced to the
extent dividends paid with respect to such Equity Security are received
by a Trust which are not taxable as ordinary income as described above.

General. Each Unit holder will be requested to provide the Unit holder's
taxpayer identification number to the Trustee and to certify that the
Unit holder has not been notified by the Internal Revenue Service that
payments to the Unit holder are subject to back-up withholding. If the
proper taxpayer identification number and appropriate certification are
not provided when requested, distributions by a Trust to such Unit
holder (including amounts received upon the redemption of Units) will be
subject to back-up withholding. Distributions by a Trust 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.

Unit holders will be notified annually of the amounts of dividends
includable in the Unit holder's gross income and amounts of Trust
expenses which may be claimed as itemized deductions.

Unit holders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
plans established. See "Why are Investments in the Trusts Suitable for
Retirement Plans?"

In the opinion of Carter, Ledyard & Milburn, Special Counsel to the
Trusts for New York tax matters, under the existing income tax laws of
the State of New York, each Trust is not an association taxable as a
corporation and the income of each Trust will be treated as the income
of the Unit holders thereof.

Why are Investments in the Trusts Suitable for Retirement Plans?

Units of the Trusts may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to capital
gains and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible
for special averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax
laws related thereto and should consult their attorneys or tax advisers
with respect to the establishment and maintenance of any such plan. Such
plans are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

Page 13

PORTFOLIO

What are Equity Securities?

Target 5 Trust, Series 5 consists of the five companies with the lowest
per share stock price of the ten companies in the Dow Jones Industrial
Average ("DJIA") (which is unaffiliated with the Sponsor) having the
highest dividend yield as of the close of business on the date prior to
this Prospectus. Target 10 Trust, Series 11 consists of ten common
stocks in the DJIA having the highest dividend yield as of the close of
business on the date prior to this Prospectus. The yield for each Equity
Security was calculated by annualizing the last quarterly or semi-annual
ordinary dividend declared and dividing the result by the market value
of the Equity Security as of the opening of business on the date of this
Prospectus. An investment in a Trust involves the purchase of a quality
portfolio of attractive equities with high dividend yields in one
convenient purchase. Investing in DJIA stocks with the highest dividend
yields may be effective in achieving the Trusts' investment objectives
because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return
on DJIA stocks as a group. Due to the short duration of the Trusts,
there is no guarantee that either Trust's objective will be achieved or
that the Trusts will provide for capital appreciation in excess of the
Trust's expenses.

The Dow Jones Industrial Average comprises 30 common stocks chosen by
the editors of The Wall Street Journal as representative of the broad
market and of American industry. The companies are major factors in
their industries and their stocks are widely held by individuals and
institutional investors. Changes in the components of the DJIA are made
entirely by the editors of The Wall Street Journal without consultation
with the companies, the stock exchange or any official agency. For the
sake of continuity, changes are made rarely. Most substitutions have
been the result of mergers, but from time to time, changes may be made
to achieve a better representation. The components of the Dow Jones
Industrial Average may be changed at any time for any reason. Any
changes in the components of the Dow Jones Industrial Average after the
date of this Prospectus will not cause a change in the identity of the
common stocks included in the Trust Portfolios, including any additional
Equity Securities deposited in a Trust.

Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust Portfolios as of the
opening of business on the date of this Prospectus. Since the Sponsor
may deposit additional Equity Securities which were originally selected
through this process, the Sponsor may continue to sell Units of the
Trusts even though the yields on these Equity Securities may have
changed subsequent to the Initial Date of Deposit, the Equity Securities
may no longer be included in the Dow Jones Industrial Average or in the
case of Target 5 Trust, Series 5 the common stocks may no longer be the
five lowest priced per share, and therefore the Equity Securities would
no longer be chosen for deposit into the Trusts if the selection process
were to be made again at a later time.

The Dow Jones Industrial Average, Historical Perspective

The Dow Jones Industrial Average was first published in The Wall Street
Journal in 1896. Initially consisting of just 12 stocks, the DJIA
expanded to 20 stocks in 1916 and its present size of 30 stocks on
October 1, 1928. The companies which make up the DJIA have remained
relatively constant over the life of the DJIA. Taking into account name
changes, 9 of the original DJIA companies are still in the DJIA today.
For two periods of 17 consecutive years, March 14, 1939-July 1956 and
June 1, 1959-August 6, 1976, there were no changes to the list. The
following is a comparison of the list as it appeared on October 1, 1928
and the current DJIA.

Page 14

The Dow Jones Industrial Average

List as of October 1, 1928 Current List
__________________________ ____________

Allied Chemical AT&T Corporation
American Can AlliedSignal
American Smelting Aluminum Company of America
American Sugar American Express Company
American Tobacco Bethlehem Steel Corporation
Atlantic Refining Boeing Company
Bethlehem Steel Corporation Caterpillar Inc.
Chrysler Corporation Chevron Corporation
General Electric Company Coca-Cola Company
General Motors Corporation Walt Disney Company
General Railway Signal E.I. du Pont de Nemours & Company
Goodrich Eastman Kodak Company
International Harvester Exxon Corporation
International Nickel General Electric Company
Mack Trucks General Motors Corporation
Nash Motors Goodyear Tire & Rubber Company
North American International Business Machines
Corporation
Paramount Publix International Paper Company
Postum, Inc. McDonald's Corporation
Radio Corporation of America (RCA) Merck & Company, Inc.
Sears, Roebuck & Company Minnesota Mining & Manufacturing
Company
Standard Oil of New Jersey J.P. Morgan & Company, Inc.
Texas Corporation Philip Morris Companies, Inc.
Texas Gulf Sulphur Procter & Gamble Company
Union Carbide Corporation Sears, Roebuck & Company
United States Steel Company Texaco, Inc.
Victor Talking Machine Union Carbide Corporation
Westinghouse Electric Corporation United Technologies Corporation
Woolworth Corporation Westinghouse Electric Corporation
Wright Aeronautical Woolworth Corporation

What are the Equity Securities Selected for Target 5 Trust, Series 5?

The Trust consists of common stocks of the five companies with the
lowest per share stock price of the ten companies in the Dow Jones
Industrial Average having the highest dividend yield as of the close of
business on the business day prior to the date of this Prospectus.

Chevron Corporation, headquartered in San Francisco, California, is an
international oil company with activities in the United States and
abroad. The company is involved in worldwide, integrated petroleum
operations which explore for, develop and produce petroleum liquids and
natural gas as well as transporting the products. The company is also
involved in the mineral and chemical industry.

E.I. du Pont de Nemours & Company, headquartered in Wilmington,
Delaware, is a diversified international company primarily involved in
petroleum, coal and other energy sources. The company is also a large
chemical manufacturer with interests in chemicals, fibers,
transportation, construction, electronics, health care and agriculture.

International Paper Company, headquartered in Purchase, New York,
manufactures paper, paperboard, packaging products, lumber, wood pulp,
photosensitive films and chemicals. The company produces writing and
office supply products, business forms, envelopes, building products and
photographic supplies. International Paper Company sells its products
worldwide.

Minnesota Mining & Manufacturing Company, headquartered in St. Paul,
Minnesota, and manufactures industrial, electronic, health, consumer and

Page 15

information-imaging products for distribution worldwide. The company's
products include adhesives, abrasives, laser imagers and "Scotch" brand
products.

Sears, Roebuck and Company, headquartered in Chicago, Illinois, operates
in the retail and financial services industries. The company's
subsidiaries include Sears, which conducts merchandising and credit
operations.

What are the Equity Securities Selected for Target 10 Trust, Series 11?

The Trust consists of common stocks of the ten companies which are in
the Dow Jones Industrial Average, having the highest dividend yield as
of the close of business on the business day prior to the date of this
Prospectus.

Exxon Corporation, headquartered in Irving, Texas, is principally
involved in the energy industry. The company explores for and produces
crude oil and natural gas, manufactures petroleum products, explores for
and mines coal and minerals and transports and sells crude oil, natural
gas and petroleum products.

General Electric Company, based in Fairfield, Connecticut, has business
interests in the appliance, aerospace, financial services, broadcasting,
communications and transportation industries. The company manufactures
home appliances, light bulbs, satellites, jet engines, diagnostic
imaging systems, electricity distribution products and diesel
locomotives. General Electric Company also owns the National
Broadcasting Company.

Minnesota Mining & Manufacturing Company, headquartered in St. Paul,
Minnesota, and manufactures industrial, electronic, health, consumer and
information-imaging products for distribution worldwide. The company's
products include adhesives, abrasives, laser imagers and "Scotch" brand
products.

J.P. Morgan & Company, Inc., headquartered in New York, New York, is a
holding company for Morgan Guaranty Trust. The company places emphasis
on its wholesale banking services and offers corporate finance and
capital markets services. The company provides bond, precious metals and
currency trading and Eurobond underwriting and deals in government
securities. Operations are both domestic and international.

Philip Morris Companies, Inc., headquartered in New York, New York,
operates a large international consumer goods company through its
tobacco, food and beer segments. The company's major subsidiaries
include Phillip Morris U.S.A., Phillip Morris International, Inc., Kraft
General Foods Group and The Miller Brewing Company.

Texaco, Inc., headquartered in White Plains, New York, is engaged in the
worldwide exploration, production, transportation, refining and
marketing of crude oil, natural gas and petroleum products, including
petrochemicals. Texaco owns, leases or has interests in extensive
production, manufacturing, marketing, transportation and other
facilities throughout the world.

Page 16

Dow Jones & Company, Inc., owner of the Dow Jones Industrial Average,
has not granted to the Trusts or the Sponsor a license to use the Dow
Jones Industrial Average. Units are not designed so that their prices
will parallel or correlate with movements in the Dow Jones Industrial
Average, and it is expected that their prices will not parallel or
correlate with such movements. Dow Jones & Company, Inc. has not
participated in any way in the creation of the Trusts or in the
selection of stocks included in the Trusts and has not approved any
information herein relating thereto.

The following table compares the actual performance of the Dow Jones
Industrial Average and approximately equal values of the five companies
with the lowest per share stock price of the ten companies in the DJIA
having the highest dividend yield in each of the past 20.5 years (the
"Five Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks"), as
of December 31 in each of these years and from January 1, 1975 through
September 30, 1995.

<TABLE>
<CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
Five Lowest Priced Stocks of the
Ten Highest Yielding DJIA Stocks (1) Dow Jones Industrial Average (DJIA)
Actual Actual
Dividend Total Dividend Total
Year Appreciation (2) Yield (3) Return (4) Appreciation (2) Yield (3) Return(4)
____ ________________ _________ __________ ________________ _________ _________
<S> <C> <C> <C> <C> <C> <C>
1975 55.50% 9.05% 64.54% 38.32% 6.08% 44.40%
1976 33.35 7.45 40.80 17.86 4.862 2.72
1977 -0.40 6.04 5.64 -17.27 4.56 -12.71
1978 -5.94 7.20 1.26 -3.15 5.84 2.69
1979 1.81 8.10 9.91 4.19 6.33 10.52
1980 31.88 8.65 40.53 14.93 6.48 21.41
1981 -4.40 8.03 3.64 -9.23 5.83 -3.40
1982 34.58 7.30 41.88 19.60 6.19 25.79
1983 27.33 8.78 36.11 20.30 5.38 25.68
1984 3.77 7.11 10.88 -3.76 4.82 1.06
1985 30.23 7.61 37.84 27.66 5.12 32.78
1986 24.13 6.19 30.31 22.58 4.33 26.91
1987 6.23 4.83 11.06 2.26 3.76 6.02
1988 15.48 5.74 21.22 11.85 4.10 15.95
1989 5.51 4.98 10.49 26.96 4.75 31.71
1990 -20.60 5.33 -15.27 -4.34 3.77 -0.57
1991 56.41 5.39 61.79 20.32 3.61 23.93
1992 21.83 4.42 26.25 4.17 3.17 7.34
1993 31.72 4.00 35.72 13.73 2.99 16.72
1994 4.20 3.88 8.08 2.14 2.79 4.93
9/30/95 19.12 2.38 21.50 24.90 2.17 27.07
</TABLE>

[FN]

(1) The Five Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks
for any given period were selected by ranking the dividend yields for
each of the stocks in the DJIA as of the beginning of the period, based
upon an annualization of the last quarterly or semi-annual ordinary
dividend distribution (which would have been declared in the preceding
year) divided by that stock's market value on the first trading day on
the New York Stock Exchange in the given period.

(2) Appreciation for the Five Lowest Priced Stocks of the Ten Highest
Yielding DJIA Stocks ("Stocks") is calculated by subtracting the market
value of the Stocks as of the first trading day on the New York Stock
Exchange in a given period from the market value of the Stocks as of the
last trading day in that period, and dividing the result by the market
value of the Stocks as of the first trading day in that period.
Appreciation for the DJIA is calculated by subtracting the opening value
of the DJIA as of the first trading day in a given period from the
closing value of the DJIA as of the last trading day in that period, and
dividing the result by the opening value of the DJIA as of the first
trading day in that period.

(3) Actual Dividend Yield for the Stocks is calculated by adding the
total dividends received on the Stocks in a given period and dividing
the result by the market value of the Stocks as of the first trading day
in that period. Actual Dividend Yield for the DJIA is calculated by
taking the total dividends credited to the DJIA and dividing the result
by the opening value of the DJIA as of the first trading day of the
period.

(4) Total Return represents the sum of Appreciation and Actual Dividend
Yield. Total Return does not take into consideration any sales charges,
commissions, expenses or taxes. Total Return does not take into
consideration any reinvestment of dividend income. Based on the year-by-
year returns contained in the table, over the last 20.75 years, the Five
Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks achieved an
average annual total return of 22.72%, as compared to the average annual
total return of all of the stocks in the DJIA, which was 15.09%. These
stocks also had a higher average dividend yield in each of the last
20.75 years and outperformed the DJIA in 16 of these years. Although the
Trust seeks to achieve a better performance than the DJIA, there can be
no assurance that the Trust will outperform the DJIA over its one-year
life or over consecutive rollover periods, if available.

Page 17

Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.

The chart above represents past performance of the DJIA and the Five
Lowest Priced Stocks of the Ten Highest Yielding DJIA Stocks (but not
the Trust) and should not be considered indicative of future results.
Further, results are hypothetical. The chart assumes that all dividends
during a year are reinvested at the end of that year and does not
reflect sales charges, commissions, expenses or taxes. There can be no
assurance that the Trust will outperform the DJIA over its one-year life
or over consecutive rollover periods, if available.

Page 18

The following table compares the actual performance of the Dow Jones
Industrial Average and approximately equal values of the ten stocks in
the DJIA having the highest dividend yield in each of the past 20 years
(the "Ten Highest Yielding DJIA Stocks"), as of December 31 in each of
these years and from January 1, 1975 through September 30, 1995.

COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
Ten Highest Yielding DJIA Stocks (1) Dow Jones Industrial Average (DJIA)
Actual Actual
Dividend Total Dividend Total
Year Appreciation (2) Yield (3) Return (4) Appreciation (2) Yield (3) Return(4)
____ ________________ _________ __________ ________________ _________ _________
<S> <C> <C> <C> <C> <C> <C>
1975 46.87% 9.15% 56.03% 38.32% 6.08% 44.40%
1976 27.80 7.14 34.93 17.86 4.86 22.72
1977 -7.59 5.84 -1.75 -17.27 4.56 -12.71
1978 -6.96 7.08 0.12 -3.15 5.84 2.69
1979 4.58 8.41 12.99 4.19 6.33 10.52
1980 18.69 8.54 27.23 14.93 6.48 21.41
1981 -0.88 8.61 7.73 -9.23 5.83 -3.40
1982 17.81 8.23 26.05 19.60 6.19 25.79
1983 30.52 8.23 38.75 20.30 5.38 25.68
1984 -0.23 6.12 5.89 -3.76 4.82 1.06
1985 22.44 7.00 29.43 27.66 5.12 32.78
1986 28.66 6.14 34.79 22.58 4.33 26.91
1987 0.94 5.13 6.07 2.26 3.76 6.02
1988 18.51 5.82 24.33 11.85 4.10 15.95
1989 21.05 5.41 26.46 26.96 4.75 31.71
1990 -12.61 5.04 -7.57 -4.34 3.77 -0.57
1991 29.06 4.97 34.02 20.32 3.61 23.93
1992 4.84 4.63 9.47 4.17 3.17 7.34
1993 23.66 4.20 27.86 13.73 2.99 16.72
1994 0.65 4.01 4.66 2.14 2.79 4.93
9/30/95 22.69 3.21 25.90 24.90 2.17 27.07
</TABLE>

[FN]

(1) The Ten Highest Yielding DJIA Stocks for any given period were
selected by ranking the dividend yields for each of the stocks in the
DJIA as of the beginning of the period, based upon an annualization of
the last quarterly or semi-annual ordinary dividend distribution (which
would have been declared in the preceding year) divided by that stock's
market value on the first trading day on the New York Stock Exchange in
the given period.

(2) Appreciation for the Ten Highest Yielding DJIA Stocks ("Stocks") is
calculated by subtracting the market value of the Stocks as of the first
trading day on the New York Stock Exchange in a given period from the
market value of the Stocks as of the last trading day in that period,
and dividing the result by the market value of the Stocks as of the
first trading day in that period. Appreciation for the DJIA is
calculated by subtracting the opening value of the DJIA as of the first
trading day in a given period from the closing value of the DJIA as of
the last trading day in that period, and dividing the result by the
opening value of the DJIA as of the first trading day in that period.

(4) Total Return represents the sum of Appreciation and Actual Dividend
Yield. Total Return does not take into consideration any sales charges,
commissions, expenses or taxes. Total Return does not take into
consideration any reinvestment of dividend income. Based on the year-by-
year returns contained in the table, over the last 20.75 years, the Ten
Highest Yielding DJIA Stocks achieved an average annual total return of
19.38%, as compared to the average annual total return of all of the
stocks in the DJIA, which was 15.09%. These stocks also had a higher
average dividend yield in each of the last 20.75 years and outperformed
the DJIA in 15 of these years. Although the Trust seeks to achieve a
better performance than the DJIA, there can be no assurance that the
Trust will outperform the DJIA over its one-year life or over
consecutive rollover periods, if available.

Page 19

Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.

The chart above represents past performance of the DJIA and the Ten
Highest Yielding DJIA Stocks (but not the Trust) and should not be
considered indicative of future results. Further, results are
hypothetical. The chart assumes that all dividends during a year are
reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or taxes. There can be no assurance that the Trust
will outperform the DJIA over its one-year life or over consecutive
rollover periods, if available.

The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in
connection with a Trust Portfolio. Both stock prices (which may
appreciate or depreciate) and dividends (which may be increased, reduced
or eliminated) will affect the returns. As indicated in the previous
tables, the Ten Highest Yielding DJIA Stocks, including the Five Lowest
Priced Stocks of the Ten Highest Yielding DJIA Stocks, underperformed
the DJIA in certain years and there can be no assurance that a Trust's
Portfolio will outperform the DJIA over the life of a Trust or over
consecutive rollover periods, if available. A Holder of Units in a Trust
would not necessarily realize as high a Total Return on an investment in
the stocks upon which the returns shown above are based. The Total
Return figures shown above do not reflect sales charges, commissions,
Trust expenses or taxes, and a Trust may not be fully invested at all
times. See "What are the Equity Securities Selected for Target 5 Trust,
Series 5?" and "What are the Equity Securities Selected for Target 10
Trust, Series 11?"

Page 20

What are Some Additional Considerations for Investors?

The Trusts consist of different issues of Equity Securities, all of
which are listed on a national securities exchange. In addition, each of
the companies whose Equity Securities are included in a portfolio are
actively traded, well established corporations.

A Trust consists of such of the Equity Securities listed under "Schedule
of Investments" as may continue to be held from time to time in such
Trust and any additional Equity Securities acquired and held by such
Trust pursuant to the provisions of the Trust Agreement together with
cash held in the Income and Capital Accounts. Neither the Sponsor nor
the Trustee shall be liable in any way for any failure in any of the
Equity Securities. However, should any contract for the purchase of any
of the Equity Securities initially deposited hereunder fail, the Sponsor
will, unless substantially all of the moneys held in a Trust to cover
such purchase are reinvested in substitute Equity Securities in
accordance with the Trust Agreement, refund the cash and sales charge
attributable to such failed contract to all Unit holders on the next
distribution date.

Risk Factors. Because certain of the Equity Securities from time to time
may be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders and
will not be reinvested, no assurance can be given that a Trust will
retain for any length of time its present size and composition. Although
the Portfolios are not managed, the Sponsor may instruct the Trustee to
sell Equity Securities under certain limited circumstances. Pursuant to
the Indenture and with limited exceptions, the Trustee may sell any
securities or other property acquired in exchange for Equity Securities
such as those acquired in connection with a merger or other transaction.
If offered such new or exchanged securities or property, the Trustee
shall reject the offer. However, in the event such securities or
property are nonetheless acquired by a Trust, they may be accepted for
deposit in such Trust and either sold by the Trustee or held in such
Trust pursuant to the direction of the Sponsor (who may rely on the
advice of the Portfolio Supervisor). See "How May Equity Securities be
Removed from a Trust?" Equity Securities, however, will not be sold by a
Trust to take advantage of market fluctuations or changes in anticipated
rates of appreciation or depreciation or if the Equity Securities are no
longer among the ten common stocks in the Dow Jones Industrial Average
with the highest dividend yield, including the five lowest priced of the
ten common stocks in the Dow Jones Industrial Average with the highest
dividend yield.

Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for the Equity Securities may be
in the over-the-counter market. As a result, the existence of a liquid
trading market for the Equity Securities may depend on whether dealers
will make a market in the Equity Securities. There can be no assurance
that a market will be made for any of the Equity Securities, that any
market for the Equity Securities will be maintained or of the liquidity
of the Equity Securities in any markets made. In addition, a Trust may
be restricted under the Investment Company Act of 1940 from selling
Equity Securities to the Sponsor. The price at which the Equity
Securities may be sold to meet redemptions, and the value of a Trust,
will be adversely affected if trading markets for the Equity Securities
are limited or absent.

An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that
the financial condition of the issuers of the Equity Securities orthe
general condition of the common stock market may worsen and the value of
the Equity Securities and therefore the value of the Units may decline.
Common stocks are especially susceptible to general stock market
movements and to volatile increases and decreases of value as market
confidence in and perceptions of the issuers change. These perceptions
are based on unpredictable factors including expectations regarding
government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common
stocks have rights to receive payments from the issuers of those common
stocks that are generally subordinate to those of creditors of, or
holders of debt obligations or preferred stocks of, such issuers.
Shareholders of common stocks of the type held by the Trusts have a
right to receive dividends only when and if, and in the amounts,
declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only

Page 21

after all other claims on the issuer have been paid or provided for.
Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy. The
value of common stocks is subject to market fluctuations for as long as
the common stocks remain outstanding, and thus the value of the Equity
Securities in a Portfolio may be expected to fluctuate over the life of
a Trust to values higher or lower than those prevailing on the Initial
Date of Deposit.

Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners of
the entity, have generally inferior rights to receive payments from the
issuer in comparison with the rights of creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Cumulative
preferred stock dividends must be paid before common stock dividends and
any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock.
Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.

Unit holders will be unable to dispose of any of the Equity Securities
in a Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee will
have the right to vote all of the voting stocks in a Trust and will vote
such stocks in accordance with the instructions of the Sponsor.

Investors should be aware of certain other considerations before making
a decision to invest in a Trust.

The value of the Equity Securities will fluctuate over the life of a
Trust and may be more or less than the price at which they were
deposited in such Trust. The Equity Securities may appreciate or
depreciate in value (or pay dividends) depending on the full range of
economic and market influences affecting these securities, including the
impact of the Sponsor's purchase and sale of the Equity Securities
(especially during the primary offering period of Units of a Trust and
during the Special Redemption and Liquidation Period) and other factors.

The Sponsor and the Trustee shall not be liable in any way for any
default, failure or defect in any Equity Security. In the event of a
notice that any Equity Security will not be delivered ("Failed Contract
Obligations") to a Trust, the Sponsor is authorized under the Indenture
to direct the Trustee to acquire other Equity Securities ("Replacement
Securities"). Any Replacement Security will be identical to those which
were the subject of the failed contract. The Replacement Securities must
be purchased within 20 days after delivery of the notice of a failed
contract and the purchase price may not exceed the amount of funds
reserved for the purchase of the Failed Contract Obligations.

If the right of limited substitution described in the preceding
paragraphs is not utilized to acquire Replacement Securities in the
event of a failed contract, the Sponsor will refund the sales charge
attributable to such Failed Contract Obligations to all Unit holders of
a Trust and the Trustee will distribute the principal attributable to
such Failed Contract Obligations not more than 120 days after the date
on which the Trustee received a notice from the Sponsor that a
Replacement Security would not be deposited in such Trust. In addition,
Unit holders should be aware that, at the time of receipt of such
principal, they may not be able to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such
proceeds would have earned for Unit holders of a Trust.

The Indenture also authorizes the Sponsor to increase the size of a
Trust and the number of Units thereof by the deposit of additional
Equity Securities in such Trust and the issuance of a corresponding
number of additional Units.

Each Trust consists of the Equity Securities listed under "Schedule of
Investments" (or contracts to purchase such Securities) as may continue
to be held from time to time in such Trust and any additional Equity
Securities acquired and held by such Trust pursuant to the provisions of
the Indenture (including provisions with respect to deposits into such

Page 22

Trust of Equity Securities in connection with the issuance of additional
Units).

Once all of the Equity Securities in a Trust are acquired, the Trustee
will have no power to vary the investments of such Trust, i.e., the
Trustee will have no managerial power to take advantage of market
variations to improve a Unit holder's investment, but may dispose of
Equity Securities only under limited circumstances. See "How May Equity
Securities be Removed from a Trust?"

To the best of the Sponsor's knowledge, there is no litigation pending
as of the Initial Date of Deposit in respect of any Equity Security
which might reasonably be expected to have a material adverse effect on
the Trusts. At any time after the Initial Date of Deposit, litigation
may be instituted on a variety of grounds with respect to the Equity
Securities. The Sponsor is unable to predict whether any such litigation
will be instituted, or if instituted, whether such litigation might have
a material adverse effect on the Trusts.

Petroleum Refining Companies. Target 5 Trust, Series 5 and Target 10
Trust, Series 11 may be considered to be concentrated in common stocks
of companies engaged in refining and marketing oil and related products.
According to the U.S. Department of Commerce, the factors which will
most likely shape the industry to 1996 and beyond include the price and
availability of oil from the Middle East, changes in United States
environmental policies and the continued decline in U.S. production of
crude oil. Possible effects of these factors may be increased U.S. and
world dependence on oil from the Organization of Petroleum Exporting
Countries ("OPEC") and highly uncertain and potentially more volatile
oil prices. Factors which the Sponsor believes may increase the
profitability of oil and petroleum operations include increasing demand
for oil and petroleum products as a result of the continued increases in
annual miles driven and the improvement in refinery operating margins
caused by increases in average domestic refinery utilization rates. The
existence of surplus crude oil production capacity and the willingness
to adjust production levels are the two principal requirements for
stable crude oil markets. Without excess capacity, supply disruptions in
some countries cannot be compensated for by others. Surplus capacity in
Saudi Arabia and a few other countries and the utilization of that
capacity prevented during the Persian Gulf crisis, and continue to
prevent, severe market disruption. Although unused capacity contributed
to market stability in 1990 and 1991, it ordinarily creates pressure to
overproduce and contributes to market uncertainty. The likely
restoration of a large portion of Kuwait and Iraq's production and
export capacity over the next few years could lead to such a development
in the absence of substantial growth in world oil demand. Formerly, OPEC
members attempted to exercise control over production levels in each
country through a system of mandatory production quotas. Because of the
crisis in the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had to be
curtailed on at least one occasion as a result of weak prices, even in
the absence of supplies from Kuwait and Iraq. The pressure to deviate
from mandatory quotas, if they are reimposed, is likely to be
substantial and could lead to a weakening of prices. In the longer term,
additional capacity and production will be required to accommodate the
expected large increases in world oil demand and to compensate for
expected sharp drops in U.S. crude oil production and exports from the
Soviet Union. Only a few OPEC countries, particularly Saudi Arabia, have
the petroleum reserves that will allow the required increase in
production capacity to be attained. Given the large-scale financing that
is required, the prospect that such expansion will occur soon enough to
meet the increased demand is uncertain.

Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the industry
over the coming decade. Refiners are likely to be required to make heavy
capital investments and make major production adjustments in order to
comply with increasingly stringent environmental legislation, such as
the 1990 amendments to the Clean Air Act. If the cost of these changes
is substantial enough to cut deeply into profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, due to gasoline
reformulations that call for less crude oil, due to warmer winters or
due to a general slowdown in economic growth in this country and abroad,
could negatively affect the price of oil and the profitability of oil

Page 23

companies. No assurance can be given that the demand for or prices of
oil will increase or that any increases will not be marked by great
volatility. Some oil companies may incur large cleanup and litigation
costs relating to oil spills and other environmental damage. Oil
production and refining operations are subject to extensive federal,
state and local environmental laws and regulations governing air
emissions and the disposal of hazardous materials. Increasingly
stringent environmental laws and regulations are expected to require
companies with oil production and refining operations to devote
significant financial and managerial resources to pollution control.
General problems of the oil and petroleum products industry include the
ability of a few influential producers significantly to affect
production, the concomitant volatility of crude oil prices and
increasing public and governmental concern over air emissions, waste
product disposal, fuel quality and the environmental effects of fossil-
fuel use in general.

In addition, any future scientific advances concerning new sources of
energy and fuels or legislative changes relating to the energy industry
or the environment could have a negative impact on the petroleum
products industry. While legislation has been enacted to deregulate
certain aspects of the oil industry, no assurances can be given that new
or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the
issuers of any petroleum industry stocks in the Trust.

Legislation. From time to time Congress considers proposals to reduce
the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unit holders are
urged to consult their own tax advisers. Further, at any time after the
Initial Date of Deposit, legislation may be enacted, with respect to the
Equity Securities in the Trusts or the issuers of the Equity Securities.
Changing approaches to regulation, particularly with respect to the
environment or with respect to the petroleum industry, may have a
negative impact on certain companies represented in the Trusts. There
can be no assurance that future legislation, regulation or deregulation
will not have a material adverse effect on the Trusts or will not impair
the ability of the issuers of the Equity Securities to achieve their
business goals.

PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price, which is based on the
aggregate underlying value of the Equity Securities in the Target 5
Trust, Series 5 and the Target 10 Trust, Series 11, respectively, plus
or minus cash, if any, in the Income and Capital Accounts of such Trust,
plus an initial sales charge with respect to each Trust equal to the
difference between the maximum sales charge for each Trust (2.75% and
2.90% of the Public Offering Price, respectively) and the maximum
remaining deferred sales charge (initially $0.195 per Unit for each
Trust) divided by the amount of Units of such Trust outstanding. For
Unit holders of the Target 5 Trust, Series 5 and the Target 10 Trust,
Series 11, commencing February 29, 1996, and on the last business day of
each month thereafter, through November 29, 1996, a deferred sales
charge of $.0195 will be assessed per Unit per month. Units purchased
subsequent to the initial deferred sales charge payment will also be
subject to the initial sales charge and the remaining deferred sales
charge payments. For each Trust, the deferred sales charge will be paid
from funds in the Capital Account, if sufficient, or from the periodic
sale of Equity Securities. The total maximum sales charge assessed to
Unit holders on a per Unit basis will be 2.75% and 2.90% of the Public
Offering Price (equivalent to 2.772% and 2.928% of the net amount
invested, exclusive of the deferred sales charge) for the Target 5
Trust, Series 5 and the Target 10 Trust, Series 11, respectively.

During the initial offering period, the Sponsor's Repurchase Price is
based on the aggregate underlying value of the Equity Securities in a
Trust, plus or minus cash, if any, in the Income and Capital Accounts of
such Trust divided by the number of Units of such Trust outstanding.

The minimum purchase of each Trust is $1,000, except for Rollover Unit
holders who are not subject to a minimum purchase amount. The applicable
sales charge of the Target 5 Trust, Series 5 for primary market sales is
reduced by a discount as indicated below for volume purchases as a
percentage of the Public Offering Price (except for sales made pursuant

Page 24

to a "wrap fee account" or similar arrangements as set forth below):

<TABLE>
<CAPTION>
Maximum
Sales Net Dealer
Number of Units Discount Charge Concession
_______________ ________ ________ __________
<S> <C> <C> <C>
5,000 but less than 10,000. 0.25% 2.50% 1.65%
10,000 but less than 15,000. 0.60% 2.15% 1.30%
15,000 or more. . . . . . . . 0.80% 1.95% 1.10%
</TABLE>

The applicable sales charge of the Target 10 Trust, Series 11 for
primary market sales is reduced by a discount as indicated below for
volume purchases as a percentage of the Public Offering Price (except
for sales made pursuant to a "wrap fee account" or similar arrangements
as set forth below):

<TABLE>
<CAPTION>
Maximum
Sales Net Dealer
Number of Units Discount Charge Concession
_______________ ________ ________ __________
<S> <C> <C> <C>
5,000 but less than 10,000. . 0.30% 2.60% 1.75%
10,000 but less than 15,000. . 0.65% 2.25% 1.50%
15,000 or more. . . . . . . . 0.95% 1.95% 1.20%
</TABLE>

Any such reduced sales charge shall be the responsibility of the selling
dealer. An investor may aggregate purchases of Units of both the Target
5 Trust, Series 5 and Target 10 Trust, Series 11 for purposes of
qualifying for volume purchase discounts listed above. The aggregate
amount of Units of both Trusts purchased will be used to determine the
applicable sales charge to be imposed on the purchase of Units of each
Trust. The sales charge reduction for quantity purchases will not apply
to Rollover Unit holders. The reduced sales charge structure will apply
on all purchases of Units in a Trust by the same person on any one day
from any one dealer. Additionally, Units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser under
21 years of age will be deemed, for the purposes of calculating the
applicable sales charge, to be additional purchases by the purchaser.
The reduced sales charges will also be applicable to a trustee or other
fiduciary purchasing securities for a single trust estate or single
fiduciary account. The purchaser must inform the dealer of any such
combined purchase prior to the sale in order to obtain the indicated
discount. In addition, Unit holders of other unit investment trusts
having a similar strategy as Target 5 Trust, Series 5 and Target 10
Trust, Series 11 may utilize their redemption or termination proceeds to
purchase Units of Target 5 Trust, Series 5 and Target 10 Trust, Series
11 subject to a deferred sales charge of $.0195 per Unit per month to be
collected on each of the remaining deferred sales charge payment dates
as provided herein. With respect to the employees, officers and
directors (including their immediate family members, defined as spouses,
children, grandchildren, parents, grandparents, siblings, mothers-in-
law, fathers-in-law, sons-in-law and daughters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons) of the
Sponsor, dealers and their affiliates, will be subject only to the
deferred portion of the sales charge as described above for each Trust
for purchases of Units during the primary and secondary public offering
periods.

Units may be purchased in the primary or secondary market at the Public
Offering Price less the concession the Sponsor typically allows to
dealers and other selling agents for purchases (see "Public Offering-How
are Units Distributed?") by investors who purchase Units through
registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic fees
for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment
of an investment account for which a comprehensive "wrap fee" charge is
imposed.

Had the Units of the Trusts been available for sale on the business day
prior to the Initial Date of Deposit, the Public Offering Price would
have been as indicated in "Summary of Essential Information." The Public
Offering Price of Units on the date of the prospectus or during the
initial offering period may vary from the amount stated under "Summary
of Essential Information" in accordance with fluctuations in the prices
of the underlying Equity Securities. During the initial offering period,
the aggregate value of the Units of a Trust shall be determined on the

Page 25

basis of the aggregate underlying value of the Equity Securities therein
plus or minus cash, if any, in the Income and Capital Accounts of such
Trust. The aggregate underlying value of the Equity Securities will be
determined in the following manner: if the Equity Securities are listed
on a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices on that
exchange or that system (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 or system, at the closing ask prices. If the
Equity Securities are not so listed 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 prices 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
Equity Securities on the ask side of the market or (c) by any
combination of the above.

After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the aggregate underlying
value of the Equity Securities therein, plus or minus cash, if any, in
the Income and Capital Accounts of a Trust plus the applicable sales
charge.

Although payment is normally made three business days following the
order for purchase (the "date of settlement"), payment may be made prior
thereto. A person will become owner of Units on the date of settlement
provided payment has been received. 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. Delivery of Certificates representing Units so ordered will be
made three business days following such order or shortly thereafter. See
"Rights of Unit Holders-How May Units be Redeemed?" for information
regarding the ability to redeem Units ordered for purchase.

How are Units Distributed?

During the initial offering period (i) for Units issued on the Initial
Date of Deposit and (ii) for additional Units issued after such date as
additional Equity Securities are deposited by the Sponsor, Units will be
distributed to the public at the then current Public Offering Price.
During such period, the Sponsor may deposit additional Equity Securities
in a Trust and create additional Units. Units reacquired by the Sponsor
during the initial offering period (at prices based upon the aggregate
underlying value of the Equity Securities in a Trust plus or minus a pro
rata share of cash, if any in the Income and Capital Accounts of such
Trust) may be resold at the then current Public Offering Price. Upon the
termination of the initial offering period, unsold Units created or
reacquired during the initial offering period will be sold or resold at
the then current Public Offering Price.

Upon completion of the initial offering, Units repurchased in the
secondary market (see "Will There be a Secondary Market?") may be
offered by this prospectus at the secondary market public offering price
determined in the manner described above.

It is the intention of the Sponsor to qualify Units of the Trusts for
sale in a number of states. With respect to the Target 5 Trust, Series
5, sales will be made to dealers and others at prices which represent a
concession or agency commission of 1.80% of the Public Offering Price
for primary and secondary market sales. With respect to the Target 10
Trust, Series 11, sales will be made to dealers and others at prices
which represent a concession or agency commission of 2.00% of the Public
Offering Price for primary and secondary market sales. Dealers and
others will receive a concession or agency commission of 1.0% of the
Public Offering Price on purchases by Rollover Unit holders. However,
resales of Units of the Trusts by such dealers and others to the public
will be made at the Public Offering Price described in the prospectus.
The Sponsor reserves the right to change the amount of the concession or
agency commission from time to time. In the event the Sponsor
reacquires, or the Trustee redeems, Units from brokers, dealers and
others while a market is being maintained for such Units, such entities
agree to repay immediately to the Sponsor any such concession or agency
commission relating to such reacquired Units. Certain commercial banks
may be making Units of the Trusts available to their customers on an
agency basis. A portion of the sales charge paid by these customers is

Page 26

retained by or remitted to the banks in the amounts indicated above.
Under the Glass-Steagall Act, banks are prohibited from underwriting
Trust Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have not indicated that these
particular agency transactions are not permitted under such Act. In
Texas and in certain other states, any banks making Units available must
be registered as broker/dealers under state law. The Sponsor expects to
recoup the foregoing payments from the deferred sales charge payments
related to such Trusts.

From time to time the Sponsor may implement programs under which dealers
of a Trust may receive nominal awards from the Sponsor for each of their
registered representatives who have sold a minimum number of UIT Units
during a specified time period. In addition, at various times the
Sponsor may implement other programs under which the sales force of a
dealer may be eligible to win other nominal awards for certain sales
efforts, or under which the Sponsor will reallow to any such dealer that
sponsors sales contests or recognition programs conforming to criteria
established by the Sponsor, or participates in sales programs sponsored
by the Sponsor, an amount not exceeding the total applicable sales
charges on the sales generated by such person 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 dealers 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 a Trust. These programs will not change the price Unit
holders pay for their Units or the amount that a Trust will receive from
the Units sold.

The Sponsor may from time to time in its advertising and sales materials
compare the then current estimated returns on a Trust and returns over
specified periods on other similar Trusts sponsored by Nike Securities
L.P. with returns on other taxable investments such as the common stocks
comprising the Dow Jones Industrial Average, corporate or U.S.
Government bonds, bank CDs and money market accounts or money market
funds, each of which has investment characteristics that may differ from
those of the Trusts. U.S. Government bonds, for example, are backed by
the full faith and credit of the U.S. Government and bank CDs and money
market accounts are insured by an agency of the federal government.
Money market accounts and money market funds provide stability of
principal, but pay interest at rates that vary with the condition of the
short-term debt market. The investment characteristics of each Trust are
described more fully elsewhere in this Prospectus.

Advertisements and other sales material for the Trusts may also show the
total returns (price changes plus dividends received, divided by the
maximum public offering price) of each completed prior series and the
total and average annualized return of all series in the same quarterly
cycle, assuming the holder rolled over at the termination of each prior
series. These returns will reflect all applicable sales charges and
expenses.

Trust performance may be compared to performance on a total return basis
of the Dow Jones Industrial Average, the S&P 500 Composite Price Stock
Index, or performance data from Lipper Analytical Services, Inc. and
Morningstar Publications, Inc. or from publications such as Money, The
New York Times, U.S. News and World Report, Business Week, Forbes or
Fortune. As with other performance data, performance comparisons should
not be considered representative of a Trust's relative performance for
any future period.

What are the Sponsor's Profits?

The Sponsor of the Trusts will receive a gross sales commission equal to
a maximum of 2.75% of the Public Offering Price of the Units (equivalent
to 2.772% of the net amount invested, exclusive of the deferred sales
charge) with respect to the Target 5 Trust, Series 5 and a maximum of
2.90% of the Public Offering Price of the Units (equivalent to 2.928% of
the net amount invested, exclusive of the deferred sales charge) with
respect to the Target 10 Trust, Series 11, less any reduced sales charge
for quantity purchases as described under "Public Offering-How is the
Public Offering Price Determined?" In addition, the Sponsor may be
considered to have realized a profit or to have sustained a loss, as the
case may be, in the amount of any difference between the cost of the
Equity Securities to a Trust (which is based on the Evaluator's
determination of the aggregate offering price of the underlying Equity
Securities of such Trust on the Initial Date of Deposit as well as on

Page 27

subsequent deposits) and the cost of such Equity Securities to the
Sponsor. See Note (2) of "Schedule of Investments" for each Trust.
During the initial offering period, the dealers and others also may
realize profits or sustain losses as a result of fluctuations after the
Date of Deposit in the Public Offering Price received by such dealers
and others upon the sale of Units.

In maintaining a market for the Units, the Sponsor will also realize
profits or sustain 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 a maximum sales charge of 2.75% with
respect to the Target 5 Trust, Series 5 and 2.90% with respect to the
Target 10 Trust, Series 11) or redeemed. The secondary market public
offering price of Units may be greater or less than the cost of such
Units to the Sponsor. The Sponsor may also realize profits or sustain
losses in connection with the creation of additional Units for the
Distribution Reinvestment Option.

Will There be a Secondary Market?

After the initial offering period, although it is not obligated to do
so, the Sponsor intends to maintain a market for the Units and
continuously offer to purchase Units at prices, subject to change at any
time, based upon the aggregate underlying value of the Equity Securities
in a Trust plus or minus cash, if any, in the Income and Capital
Accounts of such Trust. All expenses incurred in maintaining a secondary
market, other than the fees of the Evaluator and the costs of the
Trustee in transferring and recording the ownership of Units, will be
borne by the Sponsor. If the supply of Units exceeds demand, or for some
other business reason, the Sponsor may discontinue purchases of Units at
such prices. IF A UNIT HOLDER WISHES TO DISPOSE OF HIS UNITS, HE SHOULD
INQUIRE OF THE SPONSOR AS TO CURRENT MARKET PRICES PRIOR TO MAKING A
TENDER FOR REDEMPTION TO THE TRUSTEE. Units sold or tendered for
redemption prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of sale or redemption.

RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

The Trustee is authorized to treat as the record owner of Units that
person who is registered as such owner on the books of the Trustee.
Ownership of Units may be evidenced by registered certificates executed
by the Trustee and the Sponsor. Delivery of certificates representing
Units ordered for purchase is normally made three business days
following such order or shortly thereafter. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed or accompanied by a written instrument or instruments of
transfer. Certificates to be redeemed must be properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unit
holder must sign exactly as his name appears on the face of the
certificate with signature guaranteed by a participant in the Securities
Transfer Agents Medallion Program ("STAMP") or such other signature
guaranty program in addition to, or in substitution for, STAMP, as may
be 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. Record ownership may occur before
settlement.

Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for purposes of identification.

Unit holders may elect to hold their Units in uncertificated form. Only
Unit holders who elect to hold Units in uncertificated form are eligible
to participate as a Rollover Unit holder. The Trustee will maintain an
account for each such Unit holder and will credit each such account with
the number of Units purchased by that Unit holder. Within two business
days of the issuance or transfer of Units held in uncertificated form,
the Trustee will send to the registered owner of Units a written initial
transaction statement containing a description of a Trust; the number of
Units issued or transferred; the name, address and taxpayer
identification number, if any, of the new registered owner; a notation
of any liens and restrictions of the issuer and any adverse claims to
which such Units are or may be subject or a statement that there are no
such liens, restrictions or adverse claims; and the date the transfer

Page 28

was registered. Uncertificated Units are transferable through the same
procedures applicable to Units evidenced by certificates (described
above), except that no certificate need be presented to the Trustee and
no certificate will be issued upon the transfer unless requested by the
Unit holder. A Unit holder may at any time request the Trustee to issue
certificates for Units.

Although no such charge is now made or contemplated, a Unit holder may
be required to pay $2.00 to the Trustee per certificate reissued or
transferred and to pay any governmental charge that may be imposed in
connection with each such transfer or exchange. For new certificates
issued to replace destroyed, stolen or lost certificates, the Unit
holder may be required to furnish indemnity satisfactory to the Trustee
and pay such expenses as the Trustee may incur. Mutilated certificates
must be surrendered to the Trustee for replacement.

How are Income and Capital Distributed?

The Trustee will distribute any net income received with respect to any
of the securities in a Trust on or about the Income Distribution Dates
to Unit holders of record on the preceding Income Record Date. See
"Summary of Essential Information." Persons who purchase Units will
commence receiving distributions only after such person becomes a Record
Owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business
such notice is provided by the selling broker-dealer. Proceeds received
on the sale of any Equity Securities in a Trust, to the extent not used
to meet redemptions of Units, pay the deferred sales charge or pay
expenses, will, however, be distributed on the last day of each month to
Unit holders of record on the fifteenth day of each month if the amount
available for distribution equals at least $0.01 per Unit. The Trustee
is not required to pay interest on funds held in the Capital Account of
a Trust (but may itself earn interest thereon and therefore benefit from
the use of such funds). Notwithstanding, distributions of funds in the
Capital Account, if any, will be made as part of the final liquidation
distribution, and in certain circumstances, earlier. See "What is the
Federal Tax Status of Unit Holders?"

It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be
sufficient to cover the cost of the deferred sales charge. To the extent
that amounts in the Capital Account are insufficient to satisfy the then
current deferred sales charge obligation, Equity Securities may be sold
to meet such shortfall. Distributions of amounts necessary to pay the
deferred portion of the sales charge will be made to an account
designated by the Sponsor for purposes of satisfying Unit holders'
deferred sales charge obligations.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by
a Trust if the Trustee has not been furnished the Unit holder's tax
identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and
may be recovered by the Unit holder under certain circumstances by
contacting the Trustee, otherwise the amount may be recoverable only
when filing a tax return. Under normal circumstances the Trustee obtains
the Unit holder's tax identification number from the selling broker.
However, a Unit holder should examine his or her statements from the
Trustee to make sure that the Trustee has been provided a certified tax
identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided
such number, one should be provided as soon as possible.

Within a reasonable time after a Trust is terminated, each Unit holder
who is not a Rollover Unit holder will, upon surrender of his Units for
redemption, receive (i) the pro rata share of the amounts realized upon
the disposition of Equity Securities, unless he elects an In-Kind
Distribution as described below and (ii) a pro rata share of any other
assets of such Trust, less expenses of such Trust. Not less than 30 days

Page 29

prior to the Mandatory Termination Date of a Trust the Trustee will
provide written notice thereof to all Unit holders and will include with
such notice a form to enable Unit holders to elect a distribution of
shares of Equity Securities (an "In-Kind Distribution"), if such Unit
holder owns at least 2,500 Units of such Trust, rather than to receive
payment in cash for such Unit holder's pro rata share of the amounts
realized upon the disposition by the Trustee of Equity Securities. An In-
Kind Distribution will be reduced by customary transfer and registration
charges. To be effective, the election form, together with surrendered
certificates and other documentation required by the Trustee, must be
returned to the Trustee at least five business days prior to the
Mandatory Termination Date of a Trust. A Unit holder may, of course, at
any time after the Equity Securities are distributed, sell all or a
portion of the shares.

The Trustee will credit to the Income Account of a Trust any dividends
received on the Equity Securities therein. All other receipts (e.g.,
return of capital, etc.) are credited to the Capital Account of a Trust.

The Trustee may establish reserves (the "Reserve Account") within a
Trust for state and local taxes, if any, and any governmental charges
payable out of such Trust.

Distribution Reinvestment Option. Any Unit holder may elect to have each
distribution of income or capital on his Units, other than the final
liquidating distribution in connection with the termination of a Trust,
automatically reinvested in additional Units of such Trust. Each person
who purchases Units of a Trust may elect to become a participant in the
Distribution Reinvestment Option by notifying the Trustee of their
election. The Distribution Reinvestment Option may not be available in
all states. In order to enable a Unit holder to participate in the
Distribution Reinvestment Option with respect to a particular
distribution on his Units, the card must be received by the Trustee
within 10 days prior to the Record Date for such distribution. Each
subsequent distribution of income or capital on the participant's Units
will be automatically applied by the Trustee to purchase additional
Units of a Trust. The remaining deferred sales charge payments will be
assessed on Units acquired pursuant to the Distributions Reinvestment
Option. It should be remembered that even if distributions are
reinvested, they are still treated as distributions for income tax
purposes. IT SHOULD BE REMEMBERED THAT EVEN IF DISTRIBUTIONS ARE
REINVESTED, THEY ARE STILL TREATED AS DISTRIBUTIONS FOR INCOME TAX
PURPOSES.

What Reports will Unit Holders Receive?

The Trustee shall furnish Unit holders in connection with each
distribution a statement of the amount of income, if any, and the amount
of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per Unit. Within a reasonable period of
time after the end of each calendar year, the Trustee shall furnish to
each person who at any time during the calendar year was a Unit holder
of a Trust the following information in reasonable detail: (1) a summary
of transactions in such Trust for such year; (2) any Equity Securities
sold during the year and the Equity Securities held at the end of such
year by such Trust; (3) the redemption price per Unit based upon a
computation thereof on the 31st day of December of such year (or the
last business day prior thereto); and (4) amounts of income and capital
distributed during such year.

In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in a Trust furnished to it by the Evaluator.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his Units by tender to the
Trustee at its corporate trust office in the City of New York of the
certificates representing the Units to be redeemed, or in the case of
uncertificated Units, delivery of a request for redemption, duly
endorsed or accompanied by proper instruments of transfer with signature
guaranteed as explained above (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates), and
payment of applicable governmental charges, if any. No redemption fee
will be charged. On the third business day following such tender, the
Unit holder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed after receipt by
the Trustee of such tender of Units. The "date of tender" is deemed to
be the date on which Units are received by the Trustee (if such day is a
day on which the New York Stock Exchange is open for trading), except

Page 30

that as regards Units received after 4:00 p.m. eastern standard time (or
as of any earlier closing time on a day on which the New York Stock
Exchange is scheduled in advance to close at such earlier time), the
date of tender is the next day on which the New York Stock Exchange is
open for trading and such Units will be deemed to have been tendered to
the Trustee on such day for redemption at the redemption price computed
on that day. Units so redeemed shall be cancelled. Units tendered for
redemption prior to such time as the entire deferred sales charge on
such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of redemption.

Any Unit holder tendering 2,500 Units or more of a Trust for redemption
may request by written notice submitted at the time of tender from the
Trustee in lieu of a cash redemption a distribution of shares of Equity
Securities in an amount and value of Equity Securities per Unit equal to
the Redemption Price Per Unit as determined as of the evaluation next
following tender. To the extent possible, in-kind distributions ("In-
Kind Distributions") shall be made by the Trustee through the
distribution of each of the Equity Securities in book-entry form to the
account of the Unit holder's bank or broker-dealer at the Depository
Trust Company. An In-Kind Distribution will be reduced by customary
transfer and registration charges. The tendering Unit holder will
receive his pro rata number of whole shares of each of the Equity
Securities comprising a portfolio and cash from the Capital Account
equal to the fractional shares to which the tendering Unit holder is
entitled. The Trustee may adjust the number of shares of any issue of
Equity Securities included in a Unit holder's In-Kind Distribution to
facilitate the distribution of whole shares, such adjustment to be made
on the basis of the value of Equity Securities on the date of tender. If
funds in the Capital Account are insufficient to cover the required cash
distribution to the tendering Unit holder, the Trustee may sell Equity
Securities in the manner described above.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. Any amount so withheld is transmitted to the Internal
Revenue Service and may be recovered by the Unit holder only when filing
a tax return. Under normal circumstances the Trustee obtains the Unit
holder's tax identification number from the selling broker. However, any
time a Unit holder elects to tender Units for redemption, such Unit
holder should make sure that the Trustee has been provided a certified
tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided
such number, one must be provided at the time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of a Trust to the extent that funds are
available for such purpose, or from the Capital Account. All other
amounts paid on redemption shall be withdrawn from the Capital Account
of a Trust.

The Trustee is empowered to sell Equity Securities of a Trust in order
to make funds available for redemption. To the extent that Equity
Securities are sold, the size and diversity of a Trust will be reduced.
Such sales may be required at a time when Equity Securities would not
otherwise be sold and might result in lower prices than might otherwise
be realized.

The Redemption Price per Unit and the Public Offering Price per Unit
(which includes the sales charge) during the initial offering period (as
well as the secondary market Public Offering Price) will be determined
on the basis of the aggregate underlying value of the Equity Securities
in a Trust plus or minus cash, if any, in the Income and Capital
Accounts of such Trust. The Redemption Price per Unit is the pro rata
share of each Unit determined by the Trustee by adding: (1) the cash on
hand in a Trust other than cash deposited in the Trust to purchase
Equity Securities not applied to the purchase of such Equity Securities;
(2) the aggregate value of the Equity Securities (including "when
issued" contracts, if any) held in such Trust, as determined by the
Evaluator on the basis of the aggregate underlying value of the Equity
Securities in such Trust next computed; and (3) dividends receivable on
the Equity Securities trading ex-dividend as of the date of computation;
and deducting therefrom: (1) amounts representing any applicable taxes
or governmental charges payable out of such Trust; (2) any amounts owing
to the Trustee for its advances; (3) an amount representing estimated
accrued expenses of such Trust, including but not limited to fees and
expenses of the Trustee (including legal fees), the Evaluator and
supervisory fees, if any; (4) cash held for distribution to Unit holders
of record of such Trust as of the business day prior to the evaluation
being made; and (5) other liabilities incurred by such Trust; and
finally dividing the results of such computation by the number of Units

Page 31

of such Trust outstanding as of the date thereof.

The aggregate value of the Equity Securities will be determined in the
following manner: if the Equity Securities are listed on a national
securities exchange or the NASDAQ National Market System, this
evaluation is generally based on the closing sale prices on that
exchange or that system (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 or system, at the closing bid prices. If the
Equity Securities are not so listed or, if so listed and the principal
market therefore is other than on the exchange, the evaluation shall
generally be based on the current bid prices on the over-the-counter
market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is
generally determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the value of the Equity
Securities on the bid side of the market or (c) by any combination of
the above.

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 during which the
Securities and Exchange Commission determines that trading on the New
York Stock Exchange is restricted or any emergency exists, as a result
of which disposal or evaluation of the Securities is not reasonably
practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. Under certain extreme circumstances, the
Sponsor may apply to the Securities and Exchange Commission for an order
permitting a full or partial suspension of the right of Unit holders to
redeem their Units. The Trustee is not liable to any person in any way
for any loss or damage which may result from any such suspension or
postponement.

Special Redemption, Liquidation and Investment in a New Trust

It is expected that a special redemption and liquidation will be made of
all Units of the Trusts held by any Unit holder (a "Rollover Unit
holder") who affirmatively notifies the Trustee in writing that he so
desires by the Rollover Notification Date specified in the "Summary of
Essential Information."

All Units of Rollover Unit holders will be redeemed In-Kind during the
Special Redemption and Liquidation Period and the underlying Equity
Securities will be distributed to the Distribution Agent on behalf of
the Rollover Unit holders. During the Special Redemption and Liquidation
Period (as set forth in "Summary of Essential Information"), the
Distribution Agent will be required to sell all of the underlying Equity
Securities on behalf of Rollover Unit holders. The sales proceeds will
be net of brokerage fees, governmental charges or any expenses involved
in the sales.

The Distribution Agent will engage the Sponsor as its agent to sell the
distributed Equity Securities. The Sponsor will attempt to sell the
Equity Securities as quickly as is practicable during the Special
Redemption and Liquidation Period. The Sponsor does not anticipate that
the period will be longer than one day, given that the Equity Securities
are usually highly liquid. The liquidity of any Equity Security depends
on the daily trading volume of the Equity Security and the amount that
the Sponsor has available for sale on any particular day.

Pursuant to a recent exemptive order, each terminating Target 10 Trust
and Target 5 Trust (and the Distribution Agent on behalf of Rollover
Unit holders) can now sell Equity Securities to the 1996 Trusts if those
Equity Securities continue to meet the Target 10 and Target 5 Strategy
by remaining among the ten highest dividend-yielding or five lowest
priced of the ten highest dividend-yielding securities in the respective
Trust. The exemption will enable each Trust to eliminate commission
costs on these transactions. The price for those Equity Securities will
be the closing sale price on the sale date on the exchange where the
Equity Securities are principally traded, as certified by the Sponsor
and confirmed by the Trustee of each Trust.

The Sponsor intends to create a separate 1996 Trust for both the Target
5 Trust Series and the Target 10 Trust Series. The Rollover Unit
holders' proceeds will be invested in either 1996 Trust (as selected by
the Unit holder), if then registered in such state and being offered,
the portfolio of which will contain, in the case of the Target 5 Trust
Series, common stock of the five companies with the lowest per share
stock price of the ten highest dividend yielding stocks in the Dow Jones
Industrial Average as of the business day prior to the Initial Date of

Page 32

Deposit, and in the case of the Target 10 Trust Series, common stock of
the ten highest dividend yielding stocks in the Dow Jones Industrial
Average as of the business day prior to the Initial Date of Deposit. The
proceeds of redemption will be used to buy 1996 Trust Units as the
proceeds become available.

The Sponsor intends to create 1996 Trust Units as quickly as possible,
dependent upon the availability and reasonably favorable prices of the
Equity Securities included in a 1996 Trust portfolio, and it is intended
that Rollover Unit holders will be given first priority to purchase the
1996 Trust Units. There can be no assurance, however, as to the exact
timing of the creation of the 1996 Trust Units or the aggregate number
of 1996 Trust Units which the Sponsor will create. The Sponsor may, in
its sole discretion, stop creating new Units (whether permanently or
temporarily) at any time it chooses, regardless of whether all proceeds
of the Special Redemption and Liquidation have been invested on behalf
of Rollover Unit holders. Cash which has not been invested on behalf of
the Rollover Unit holders in 1996 Trust Units will be distributed within
a reasonable time after such occurrence. However, since the Sponsor can
create Units, the Sponsor anticipates that sufficient Units can be
created, although moneys in a 1996 Trust may not be fully invested on
the next business day.

Any Rollover Unit holder may thus be redeemed out of a Trust and become
a holder of an entirely different Trust, a 1996 Trust, with a different
portfolio of Equity Securities. The Rollover Unit holders' Units will be
redeemed In-Kind and the distributed Equity Securities shall be sold
during the Special Redemption and Liquidation Period. In accordance with
the Rollover Unit holders' offer to purchase the 1996 Trust Units, the
proceeds of the sales (and any other cash distributed upon redemption)
will be invested in a 1996 Trust, at the public offering price,
including the applicable maximum sales charge per Unit (which for
Rollover Unit holders is currently expected to be $0.195 per Unit for
the 1996 Series of the Target 5 Trust Series and the Target 10 Trust
Series, all of which will be deferred as provided herein).

This process of redemption, liquidation, and investment in a new Trust
is intended to allow for the fact that the portfolios selected by the
Sponsor are chosen on the basis of growth and income potential only for
a year, at which point a new portfolio is chosen. It is contemplated
that a similar process of redemption, liquidation and investment in a
new trust will be available for the 1996 Trusts and each subsequent
series of the Trusts, approximately a year after that Series' creation.

The Sponsor believes that the gradual redemption, liquidation and
investment in the Target 5 Trust Series and Target 10 Trust Series will
help mitigate any negative market price consequences stemming from the
trading of large volumes of securities and of the underlying Equity
Securities in Target 5 TrustSeries and Target 10 Trust Series in a
short, publicized period of time. The above procedures may, however, be
insufficient or unsuccessful in avoiding such price consequences. In
fact, market price trends may make it advantageous to sell or buy more
quickly or more slowly than permitted by these procedures. Rollover Unit
holders could then receive a less favorable average Unit price than if
they bought all their Units of the Target 5 Trust Series and Target 10
Trust, Series on any given day of the period.

It should also be noted that Rollover Unit holders may realize taxable
capital gains on the Special Redemption and Liquidation but, in certain
unlikely circumstances, will not be entitled to a deduction for certain
capital losses and, due to the procedures for investing in a 1996 Trust,
no cash would be distributed at that time to pay any taxes. Included in
the cash for the Special Redemption and Liquidation will be an amount of
cash attributable to the second semi-annual distribution of dividend
income; accordingly, Rollover Unit holders also will not have cash
distributed to pay any taxes. See "What is the Federal Tax Status of
Unit holders?"

In addition, during this period a Unit holder will be at risk to the
extent that Equity Securities are not sold and will not have the benefit
of any stock appreciation to the extent that moneys have not been
invested; for this reason, the Sponsor will be inclined to sell and
purchase the Equity Securities in as short a period as they can without
materially adversely affecting the price of the Equity Securities.

Unit holders who do not inform the Distribution Agent that they wish to
have their Units so redeemed and liquidated ("Remaining Unit holders")
will continue to hold Units of a Trust as described in this Prospectus

Page 33

until such Trust is terminated or until the Mandatory Termination Date
listed in the Summary of Essential Information, whichever occurs first.
These Remaining Unit holders will not realize capital gains or losses
due to the Special Redemption and Liquidation, and will not be charged
any additional sales charge. If a large percentage of Unit holders
become Rollover Unit holders, the aggregate size of a Trust will be
sharply reduced. As a consequence, expenses, if any, in excess of the
amount to be borne by the Trustee would constitute a higher percentage
amount per Unit than prior to the Special Redemption, Liquidation and
Investment in a 1996 Trust. The Trust might also be reduced below the
Discretionary Liquidation Amount listed in the Summary of Essential
Information because of the lesser number of Units in a Trust, and
possibly also due to a value reduction, however temporary, in Units
caused by the Sponsor's sales of Equity Securities; if so, the Sponsor
could then choose to liquidate such Trust without the consent of the
remaining Unit holders. See "How May the Indenture be Amended or
Terminated?" The Equity Securities remaining in a Trust after the
Special Redemption and Liquidation Period will be sold by the Sponsor as
quickly as possible without, in its judgment, materially adversely
affecting the market price of the Equity Securities.

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the 1996 Trusts or any subsequent series of the Trusts, without
penalty or incurring liability to any Unit holder. If the Sponsor so
decides, the Sponsor shall notify the Unit holders before the Special
Redemption and Liquidation Period would have commenced. All Unit holders
will then be remaining Unit holders, with rights to ordinary redemption
as before. See "How May Units be Redeemed?" The Sponsor may modify the
terms of the 1996 Trusts or any subsequent series of the Trusts. The
Sponsor may also modify, suspend or terminate the Rollover Option upon
notice to the Unit holders of such amendment at least 60 days prior to
the effective date of such amendment.

How May Units be Purchased by the Sponsor?

The Trustee shall notify the Sponsor of any tender of Units for
redemption. If the Sponsor's bid in the secondary market at that time
equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before 1:00 p.m. eastern standard time on
the same business day and by making payment therefor to the Unit holder
not later than the day on which the Units would otherwise have been
redeemed by the Trustee. Units held by the Sponsor may be tendered to
the Trustee for redemption as any other Units. In the event the Sponsor
does not purchase Units, the Trustee may sell Units tendered for
redemption in the over-the-counter market, if any, as long as the amount
to be received by the Unit holder is equal to the amount he would have
received on redemption of the Units.

The offering price of any Units acquired by the Sponsor will be in
accord with the Public Offering Price described in the then effective
prospectus describing such Units. Any profit or loss resulting from the
resale or redemption of such Units will belong to the Sponsor.

How May Equity Securities be Removed from a Trust?

The Portfolios of the Trusts are not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may
(but need not) direct the Trustee to dispose of an Equity Security in
the event that an issuer defaults in the payment of a dividend that has
been declared, that any action or proceeding has been instituted
restraining the payment of dividends or there exists any legal question
or impediment affecting such Equity Security, that the issuer of the
Equity Security has breached a covenant which would affect the payments
of dividends, the credit standing of the issuer or otherwise impair the
sound investment character of the Equity Security, that the issuer has
defaulted on the payment on any other of its outstanding obligations,
that the price of the Equity Security has declined to such an extent or
other such credit factors exist so that in the opinion of the Sponsor,
the retention of such Equity Securities would be detrimental to a Trust.
Except as stated under "Portfolio-What are Some Additional
Considerations for Investors?" for Failed Obligations, the acquisition

Page 34

by a Trust of any securities or other property other than the Equity
Securities is prohibited. Pursuant to the Indenture and with limited
exceptions, the Trustee may sell any securities or other property
acquired in exchange for Equity Securities such as those acquired in
connection with a merger or other transaction. If offered such new or
exchanged securities or property, the Trustee shall reject the offer.
However, in the event such securities or property are nonetheless
acquired by a Trust, they may be accepted for deposit in a Trust and
either sold by the Trustee or held in a Trust pursuant to the direction
of the Sponsor (who may rely on the advice of the Portfolio Supervisor).
Proceeds from the sale of Equity Securities by the Trustee are credited
to the Capital Account of a Trust for distribution to Unit holders or to
meet redemptions.

The Trustee may also sell Equity Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose of
redeeming Units of a Trust tendered for redemption and the payment of
expenses.

The Sponsor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares
of individual issues of Equity Securities. To the extent this is not
practicable, the composition and diversity of the Equity Securities may
be altered. In order to obtain the best price for a Trust, it may be
necessary for the Sponsor to specify minimum amounts (generally 100
shares) in which blocks of Equity Securities are to be sold.

INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 1991,
acts as Sponsor for successive series of The First Trust Combined
Series, The First Trust Special Situations Trust, The First Trust
Insured Corporate Trust, The First Trust of Insured Municipal Bonds, The
First Trust GNMA, Templeton Growth and Treasury Trust, Templeton Foreign
Fund & U.S. Treasury Securities Trust and The Advantage Growth and
Treasury Securities Trust. First Trust introduced the first insured unit
investment trust in 1974 and to date more than $9 billion in First Trust
unit investment trusts have been deposited. The Sponsor's employees
include a team of professionals with many years of experience in the
unit investment trust industry. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and Securities Investor
Protection Corporation and has its principal offices at 1001 Warrenville
Road, Lisle, Illinois 60532; telephone number (708) 241-4141. As of
December 31, 1994, the total partners' capital of Nike Securities L.P.
was $10,863,058 (audited). (This paragraph relates only to the Sponsor
and not to the Trusts or to any series thereof or to any other
Underwriter. 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.)

Who is the Trustee?

The Trustee is The Chase Manhattan Bank (National Association), a
national banking association with its principal executive office located
at 1 Chase Manhattan Plaza, New York, New York 10081 and its unit
investment trust office at 770 Broadway, New York, New York 10003. Unit
holders who have questions regarding the Trusts may call the Customer
Service Help Line at 1-800-682-7520. The Trustee is subject to
supervision by the Comptroller of the Currency, the Federal Deposit
Insurance Corporation and the Board of Governors of the Federal Reserve
System.

The Trustee, whose duties are ministerial in nature, has not
participated in the selection of the Equity Securities. For information
relating to the responsibilities of the Trustee under the Indenture,
reference is made to the material set forth under "Rights of Unit
Holders."

The Trustee and any successor trustee may resign by executing an
instrument in writing and filing the same with the Sponsor and mailing a
copy of a notice of resignation to all Unit holders. Upon receipt of
such notice, the Sponsor is obligated to appoint a successor trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Indenture.
If upon resignation of a trustee no successor has accepted the

Page 35

appointment within 30 days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a
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.

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit holders
for taking any action or for refraining from taking any action in good
faith pursuant to the Indenture, or for errors in judgment, but shall be
liable only for their own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the case of the Trustee) or reckless
disregard of their obligations and duties. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the
Trustee of any of the Equity Securities. In the event of the failure of
the Sponsor to act under the Indenture, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under
the Indenture.

The Trustee shall not be liable for any taxes or other governmental
charges imposed upon or in respect of the Equity Securities or upon the
interest thereon or upon it as Trustee under the Indenture or upon or in
respect of 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 Indenture
contains other customary provisions limiting the liability of the Trustee.

If the Sponsor shall fail to perform any of its duties under the
Indenture or becomes incapable of acting or becomes bankrupt or its
affairs are taken over by public authorities, then the Trustee may (a)
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, or (b) terminate the Indenture and
liquidate the Trust as provided herein, or (c) continue to act as
Trustee without terminating the Indenture.

Who is the Evaluator?

The Evaluator is FT Evaluators L.P., an Illinois limited partnership
formed in 1994 and an affiliate of the Sponsor. The Evaluator's address
is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator may
resign or may be removed by the Sponsor and the Trustee, in which event
the Sponsor and the Trustee are to use their best efforts to appoint a
satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator.
If upon resignation of the Evaluator no successor has accepted
appointment within 30 days after notice of resignation, the Evaluator
may apply to a court of competent jurisdiction for the appointment of a
successor.

The Trustee, Sponsor and Unit holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee, Sponsor or Unit holders for errors in
judgment. This provision shall not protect the Evaluator in any case of
willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties.

OTHER INFORMATION

How May the Indenture be Amended or Terminated?

The Sponsor and the Trustee have the power to amend the Indenture
without the consent of any of the Unit holders when such an amendment is
(1) to cure any ambiguity or to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other
provision contained therein, or (2) to make such other provisions as

Page 36

shall not adversely affect the interest of the Unit holders (as
determined in good faith by the Sponsor and the Trustee).

The Indenture provides that a Trust shall terminate upon the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent of 100%
of the Unit holders of a Trust or by the Trustee when the value of the
Equity Securities owned by such Trust as shown by any evaluation, is
less than the lower of $2,000,000 or 20% of the total value of Equity
Securities deposited in such Trust during the primary offering period,
or in the event that Units of such Trust not yet sold aggregating more
than 60% of the Units of such Trust are tendered for redemption by the
Underwriter, including the Sponsor. If a Trust is liquidated because of
the redemption of unsold Units of such Trust by the Underwriter, the
Sponsor will refund to each purchaser of Units of such Trust the entire
sales charge paid by such purchaser. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit holders
of a Trust. Within a reasonable period after termination, the Trustee
will follow the procedures set forth under "How are Income and Capital
Distributed?" Also, because of the Special Redemption and Liquidation in
a New Trust, there is a possibility that a Trust may be reduced below
the Discretionary Liquidation Amount and that a Trust could therefore be
terminated at that time before the Mandatory Termination Date of the Fund.

Commencing on the Mandatory Termination Date, Equity Securities will
begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of
the Equity Securities. Written notice of any termination of a Trust
specifying the time or times at which Unit holders may surrender their
certificates for cancellation shall be given by the Trustee to each Unit
holder at his address appearing on the registration books of such Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date of the Trust the Trustee will provide written notice
thereof to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges), if
such Unit holder owns at least 2,500 Units of a Trust, rather than to
receive payment in cash for such Unit holder's pro rata share of the
amounts realized upon the disposition by the Trustee of Equity
Securities. To be effective, the election form, together with
surrendered certificates and other documentation required by the
Trustee, must be returned to the Trustee at least five business days
prior to the Mandatory Termination Date of a Trust. Unit holders not
electing a distribution of shares of Equity Securities and who do not
elect the Rollover Option will receive a cash distribution from the sale
of the remaining Equity Securities within a reasonable time after a
Trust is terminated. Regardless of the distribution involved, the
Trustee will deduct from the funds of a Trust any accrued costs,
expenses, advances or indemnities provided by the Trust Agreement,
including estimated compensation of the Trustee and 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 Equity
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 Unit holder his pro rata share
of the balance of the Income and Capital Accounts.

Legal Opinions

The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West
Monroe Street, Chicago, Illinois 60603, as counsel for the Sponsor.
Carter, Ledyard & Milburn, will act as counsel for the Trustee and as
special New York tax counsel for the Trust.

Experts

The statements of net assets, including the schedules of investments, of
the Trusts at the opening of business on the Initial Date of Deposit
appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

Page 37

REPORT OF INDEPENDENT AUDITORS

The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 131

We have audited the accompanying statements of net assets, including the
schedules of investments, of The First Trust Special Situations Trust,
Series 131, comprised of Target 5 Trust, Series 5 and Target 10 Trust,
Series 11, as of the opening of business on December 5, 1995. These
statements of net assets are the responsibility of the Trusts' Sponsor.
Our responsibility is to express an opinion on these statements of net
assets 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 statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letters of credit held by the Trustee and deposited in the Trusts on
December 5, 1995. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well
as evaluating the overall presentation of the statements of net assets.
We believe that our audit of the statements of net assets provides a
reasonable basis for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of The First
Trust Special Situations Trust, Series 131, comprised of Target 5 Trust,
Series 5 and Target 10 Trust, Series 11, at the opening of business on
December 5, 1995 in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Chicago, Illinois
December 5, 1995

Page 38
Statement of Net Assets

Target 5 Trust, SERIES 5
The First Trust Special Situations Trust, Series 131
At the Opening of Business on the Initial Date of Deposit
December 5, 1995

<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Equity Securities represented by
purchase contracts (1) (2). . . . . . . . . . . . . . . $148,846
Organizational and offering costs (3). . . . . . . . . . 35,000
________
183,846
Less accrued organizational and offering costs (3). . . . (35,000)
Less liability for deferred sales charge (4). . . . . . . (2,925)
_________
Net assets. . . . . . . . . . . . . . . . . . . . . . . . 145,921
=========
Units outstanding. . . . . . . . . . . . . . . . . . . . 15,000

ANALYSIS OF NET ASSETS
Cost to investors (5). . . . . . . . . . . . . . . . . . $150,047
Less sales charge (5). . . . . . . . . . . . . . . . . . (4,126)
_________
Net assets. . . . . . . . . . . . . . . . . . . . . . . . $145,921
=========
</TABLE>

[FN]

NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" is based on their aggregate underlying value.

(2) An irrevocable letter of credit totaling $200,000 issued by Bankers
Trust Company has been deposited with the Trustee as collateral,
covering the monies necessary for the purchase of the Equity Securities
pursuant to purchase contracts for such Equity Securities.

(3) The Trust will bear all or a portion of its estimated organizational
and offering costs which will be deferred and charged off over a period
not to exceed one year from the Initial Date of Deposit. The estimated
organizational and offering costs are based on 3,000,000 Units of the
Trust expected to be issued. To the extent the number of Units issued is
larger or smaller, the estimate will vary.

(4) Represents the amount of mandatory distributions from the Trust
($0.195 per Unit), payable to the Sponsor in ten equal monthly
installments beginning on February 29, 1996, and on the last business
day of each month thereafter through November 29, 1996. If Units are
redeemed prior to November 29, 1996, the remaining amount of the
deferred sales charge applicable to such Units will be payable at the
time of redemption.

(5) The aggregate cost to investors includes a maximum total sales charge
computed at the rate of 2.75% of the Public Offering Price (equivalent
to 2.772% of the net amount invested, exclusive of the deferred sales
charge), assuming no reduction of sales charge for quantity purchases.

Page 39

Statement of Net Assets

Target 10 Trust, SERIES 11
The First Trust Special Situations Trust, Series 131
At the Opening of Business on the Initial Date of Deposit
December 5, 1995

<TABLE>
<CAPTION>
NET ASSETS
<S> <C>
Investment in Equity Securities represented by purchase
contracts (1) (2). . . . . . . . . . . . . . . . . . . $148,590
Organizational and offering costs (3). . . . . . . . . . 35,000
________
183,590
Less accrued organizational and offering costs (3). . . . (35,000)
Less liability for deferred sales charge (4). . . . . . . (2,925)
________
Net assets. . . . . . . . . . . . . . . . . . . . . . . . 145,665
========
Units outstanding. . . . . . . . . . . . . . . . . . . . 15,000
</TABLE>

<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S> <C>
Cost to investors (5). . . . . . . . . . . . . . . . . . $150,015
Less sales charge (5). . . . . . . . . . . . . . . . . . (4,350)
_________
Net assets. . . . . . . . . . . . . . . . . . . . . . . . $145,665
=========
</TABLE>

[FN]

NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Equity Securities listed under "Schedule of
Investments" is based on their aggregate underlying value.

(4) Represents the amount of mandatory distributions from the Trust
($0.195 per Unit), payable to the Sponsor in ten equal monthly
installments beginning on February 29, 1996 and on the last business day
of each month thereafter through November 29, 1996. If Units are
redeemed prior to November 29, 1996, the remaining amount of the
deferred sales charge applicable to such Units will be payable at the
time of redemption.

(5) The aggregate cost to investors includes a maximum total sales charge
computed at the rate of 2.90% of the Public Offering Price (equivalent
to 2.928% of the net amount invested, exclusive of the deferred sales
charge), assuming no reduction of sales charge for quantity purchases.

Page 40

Schedule of Investments

Target 5 Trust, SERIES 5
The First Trust Special Situations Trust, Series 131
At the Opening of Business on the Initial Date of Deposit
December 5, 1995

<TABLE>
<CAPTION>
Market Cost of
Number Percentage Value Equity Current
of Ticker Symbol and of Aggregate per Securities Dividend
Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2) Yield (3)
______ _______________________________________ ______________ ______ ____________ _________
<C> <S> <C> <C> <C> <C>
591. . CHV Chevron Corporation. . . 20% $50.375 $ 29,772 3.97%
430. . DD E.I. du Pont de Nemours & Company 20% 69.250 29,778 3.00%
802. . IP International Paper Company 20% 37.125 29,774 2.69%
457. MMM Minnesota Mining &
Manufacturing Company. . 20% 65.125 29,762 2.89%
768. . S Sears, Roebuck and Company 20% 38.750 29,760 2.37%
_____ ________
Total Investments. . . 100% $148,846
===== ========
</TABLE>

[FN]
_____________________

(1) All Equity Securities are represented by regular way contracts to
purchase such Equity Securities for the performance of which an
irrevocable letter of credit has been deposited with the Trustee. The
purchase contracts for the Equity Securities were entered into by the
Sponsor on December 4, 1995. The Trust has a mandatory termination date
of December 31, 1996.

(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of the Equity
Securities on the business day preceding the Initial Date of Deposit).
The valuation of the Equity Securities has been determined by the
Evaluator, an affiliate of the Sponsor. The aggregate underlying value
of the Equity Securities on the Initial Date of Deposit was $148,846.
Cost and loss to Sponsor relating to the Equity Securities sold to the
Trust were $148,913 and $67, respectively.

(3) Current Dividend Yield for each Equity Security was calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared
on that Equity Security and dividing the result by that Equity
Security's closing sale price on December 4, 1995.

Page 41

Schedule of Investments

Target 10 Trust, SERIES 11
The First Trust Special Situations Trust, Series 131
At the Opening of Business on the Initial Date of Deposit
December 5, 1995

<TABLE>
<CAPTION>
Market Cost of
Number Percentage Value Equity Current
of Ticker Symbol and of Aggregate per Securities Dividend
Shares Name of Issuer of Equity Securities (1) Offering Price Share to Trust (2) Yield (3)
______ _______________________________________ ______________ ______ ___________ _________
<C> <S> <C> <C> <C> <C>
295. . CHV Chevron Corporation 10% $50.375 $ 14,861 3.97%
215. . DD E.I. du Pont de Nemours
& Company 10% 69.250 14,889 3.00%
189. . XON Exxon Corporation 10% 78.625 14,860 3.82%
213. . GE General Electric Company 10% 69.625 14,830 2.36%
400. . IP International Paper Company 10% 37.125 14,850 2.69%
228. . MMM Minnesota Mining & Manufacturing
Company 10% 65.125 14,848 2.89%
181. . JPM J.P. Morgan & Company, Inc. 10% 82.250 14,887 3.65%
165. . MO Philip Morris Companies, Inc. 10% 90.000 14,850 4.44%
383. . S Sears, Roebuck and Company 10% 38.750 14,841 2.37%
197. . TX Texaco, Inc. 10% 75.500 14,874 4.24%
_____ ________
Total Investments 100% $148,590
===== ========
</TABLE>

[FN]
____________________

(2) The cost of the Equity Securities to the Trust represents the
aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of the Equity
Securities on the business day preceding the Initial Date of Deposit).
The valuation of the Equity Securities has been determined by the
Evaluator, an affiliate of the Sponsor. The aggregate underlying value
of the Equity Securities on the Initial Date of Deposit was $148,590.
Cost and loss to Sponsor relating to the Equity Securities sold to the
Trust were $148,653 and $63, respectively.

Page 42

This page is intentionally left blank.

Page 43

CONTENTS:
Summary of Essential Information:
Target 5 Trust, Series 5. . .4
Target 10 Trust, Series 11. .5
The First Trust Special Situations Trust, Series 131:
What is The First Trust Special Situations Trust? 8
What are the Expenses and Charges? 9
What is the Federal Tax Status of Unit Holders? 10
Why are Investments in the Trusts Suitable for
Retirement Plans?. . . . . . 13
Portfolio:
What are Equity Securities?. 14
The Dow Jones Industrial Average, Historical
Perspective. . . . . . . . . 14
The Dow Jones Industrial Average15
What are the Equity Securities Selected for
Target 5 Trust, Series 5?. . 15
What are the Equity Securities Selected for
Target 10 Trust, Series 11?. 16
What are Some Additional Considerations for
Investors?. . . . . . . . . 21
Risk Factors. . . . . . . . . 21
Public Offering:
How is the Public Offering Price Determined? 24
How are Units Distributed?. . 26
What are the Sponsor's Profits? 27
Will There be a Secondary Market? 28
Rights of Unit Holders:
How is Evidence of Ownership Issued and Transferred? 28
How are Income and Capital Distributed? 29
What Reports will Unit Holders Receive? 30
How May Units be Redeemed?. 30
Special Redemption, Liquidation and Investment in
a New Trust. . . . . . . . . 32
How May Units be Purchased by the Sponsor? 34
How May Equity Securities be Removed from a
Trust?. . . . . . . . . . . . 34
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor?. . . . . 35
Who is the Trustee?. . . . . 35
Limitations on Liabilities of Sponsor and Trustee 36
Who is the Evaluator?. . . . 36
Other Information:
How May the Indenture be Amended or Terminated? 36
Legal Opinions. . . . . . . . 37
Experts. . . . . . . . . . . 37
Report of Independent Auditors. 38
Statements of Net Assets:
Target 5 Trust, Series 5. . . 39
Target 10 Trust, Series 11. 40
Schedules of Investments:
Target 5 Trust, Series 5. . 41
Target 10 Trust, Series 11. . 42
___________

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE FUND
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.

FIRST TRUST (registered trademark)

Target 5 Trust
Series 5

Target 10 Trust
Series 11

First Trust (registered trademark)
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-708-241-4141

Trustee:

The Chase Manhattan Bank
(National Association)
770 Broadway
New York, New York 10003
1-800-682-7520

December 5, 1995

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE

Page 44

-APPENDIX-

The graph which appears on page 25 of the prospectus represents a
comparison between a $10,000 investment made on January 1, 1975 in those
stocks which comprise the Dow Jones Industrial Average and an identical
investment in the five lowest priced stocks of the ten common stocks in
the Dow Jones Industrial Average having the highest dividend yield as of
December 31 of each respective year. The chart indicates that $10,000
invested on January 1, 1975 in the stocks which comprise the Dow Jones
Industrial Average would on September 30, 1995 be worth $184,752 as
opposed to $700,231 had the $10,000 been invested in the five lowest
priced stocks of the ten common stocks in the Dow Jones Industrial
Average having the highest dividend yield as of December 31 of each
respective year. Both figures assume that dividends received during each
year will be reinvested at year end and sales charges, commissions,
expenses and taxes were not considered in determining total returns.

The graph which appears on page 27 of the prospectus represents a
comparison between a $10,000 investment made on January 1, 1975 in those
stocks which comprise the Dow Jones Industrial Average and an identical
investment in the ten common stocks in the Dow Jones Industrial Average
having the highest dividend yield as of December 31 of each respective
year. The chart indicates that $10,000 invested on January 1, 1975 in
the stocks which comprise the Dow Jones Industrial Average would on
September 30, 1995 be worth $184,752 as opposed to $394,864 had the
$10,000 been invested in the ten common stocks in the Dow Jones
Industrial Average having the highest dividend yield as of December 31
of each respective year. Both figures assume that dividends received
during each year will be reinvested at year end and sales charges,
commissions, expenses and taxes were not considered in determining total
returns.

MEMORANDUM

Re: The First Trust Special Situations Trust, Series 178

As indicated in our cover letter transmitting the
Registration Statement on Form S-6 and other related material
under the Securities Act of 1933 to the Commission, the only
difference of consequence (except as described below) between The
First Trust Special Situations Trust, Series 172, which is the
current fund, and The First Trust Special Situations Trust,
Series 178, the filing of which this memorandum accompanies, is
the change in the series number. The list of bonds comprising
the Fund, the evaluation, record and distribution dates and other
changes pertaining specifically to the new series, such as size
and number of Units in the Fund and the statement of condition of
the new Fund, will be filed by amendment.

1940 ACT

FORMS N-8A AND N-8B-2

These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 172 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the bonds deposited in the Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.

ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:

The facing sheet

The Cross-Reference Sheet

The Prospectus

The signatures

Exhibits

Financial Data Schedule

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
178 has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Lisle and State of Illinois on November 18, 1996.

THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 178
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

NAME TITLE* DATE

Robert D. Van Kampen Sole Director of
Nike Securities November 18, 1996
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**

___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.

S-2
CONSENTS OF COUNSEL

The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.

CONSENT OF ERNST & YOUNG LLP

The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.

S-3
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).

1.1.1* Form of Trust Agreement for Series 178 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.

1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).

1.3 Copy of Amended and Restated Limited Partnership Agreement
of Nike Securities L.P. (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).

1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).

1.5 Copy of By-Laws of Nike Securities Corporaiton, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).

2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).

3.1* Opinion of counsel as to legality of Securities being
registered.

3.2* Opinion of counsel as to Federal income tax status of
Securities being registered.

S-4

3.3* Opinion of counsel as to New York income tax status of
Securities being registered.

3.4* Opinion of counsel as to advancement of funds by Trustee.

4.1* Consent of First Trust Advisors L.P.

6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).

7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).

___________________________________
* To be filed by amendment.

S-5