EQUITY INCOME FUND SEL GROWTH PORT 1997 SER B DEF ASSET FDS, 487, 1997-05-12

EQUITY INCOME FUND SEL GROWTH PORT 1997 SER B DEF ASSET FDS
487, 1997-05-12

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997
REGISTRATION NO. 333-23143

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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:

EQUITY INVESTOR FUND
SELECT GROWTH PORTFOLIO 1997 SERIES B
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051 SMITH BARNEY INC.
388 GREENWICH ST.
23RD FLOOR
NEW YORK, NY 10013

PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE INCORPORATED TWO WORLD TRADE
AMERICAS ONE NEW YORK PLAZA CENTER--59TH FLOOR
NEW YORK, NY 10019 NEW YORK, NY 10292 NEW YORK, NY 10048

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. LEE B. SPENCER, JR. LAURIE A. HESSLEIN
P.O. BOX 9051 ONE NEW YORK PLAZA 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 NEW YORK, NY 10292 NEW YORK, NY 10013
COPIES TO:
ROBERT E. HOLLEY PIERRE DE SAINT PHALLE, DOUGLAS LOWE, ESQ.
1285 AVENUE OF THE ESQ. 130 LIBERTY STREET--29TH
AMERICAS 450 LEXINGTON AVENUE FLOOR
NEW YORK, NY 10019 NEW YORK, NY 10017 NEW YORK, NY 10006

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest 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: Inapplicable
H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.

/ x / Check box if it is proposed that this filing will become effective at 9:30
a.m. on May 12, 1997 pursuant to Rule 487.

EQUITY INVESTOR FUND The objective of this Defined Fund is capital
SELECT GROWTH appreciation by investing for a period of about
PORTFOLIO one year in a portfolio of ten common stocks
1997 SERIES B believed to have potential for superior growth in
(A UNIT INVESTMENT earnings per share and having reasonable valuation
TRUST) levels and strong price performance in the six
- ------------------------------months prior to the selection of the stocks. There
can be no assurance that the Fund will achieve its
objective. Current dividend income is not an
objective of the Fund.
The Portfolio is composed of aggressive growth
stocks which are subject to extreme price
volatility. Therefore the Portfolio should be
considered speculative and should be acquired only
by investors willing and able to assume this risk
and by those who are not seeking either
preservation of capital or current dividend
income. The Portfolio should be considered as a
vehicle for investing a portion of your assets
rather than as a complete equity investment
program.
The value of units will fluctuate with the value
of the common stocks in the Portfolio and no
assurance can be given that the underlying common
stocks will show growth in earnings per share or
that the underlying common stocks or the units
will appreciate in value.
Minimum purchase: $250.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-221-7771.
Prudential Securities Prospectus dated May 12, 1997.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.

Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:

o Municipal bond portfolios
o Corporate bond portfolios
o Government bond portfolios
o Equity portfolios
o International bond and equity portfolios

The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
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Defined Select Growth Portfolio
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The Portfolio contains ten common stocks selected through the application of a
quantitative model developed by O'Shaughnessy Capital Management, Inc., designed
to identify those stocks that have a strong potential for capital appreciation.
This Select Growth Series permits investors to buy and hold the Portfolio for
approximately one year. At the end of the year, the Portfolio will be liquidated
and the Model reapplied to select a new portfolio. Each Select Growth Portfolio
is designed to be part of longer term strategy and the Sponsors believe that
more consistent results are likely if the strategy is followed for at least a
three to five year period.

So long as the Sponsors continue to offer new portfolios, investors will have
the option to reinvest into a new portfolio at a reduced sales charge. The
Sponsors reserve the right, however, not to offer a new portfolio.

The Stocks included in the Portfolio were selected for their potential for
growth in earnings per share, reasonable valuation levels and strong recent
price performance, from a database of 1,500 common stocks with capitalizations
averaging $5.76 billion and ranging from about $32 million to $182.5 billion. As
Portfolio Consultant, O'Shaughnessy Capital Management, Inc. applied its Model,
which identifies stocks with the following characteristics, among others, as of
six business days prior to the date of this Prospectus: (i) expected growth
rates of earnings per share of at least 20% over the next fiscal year; (ii)
expected annual growth rates of at least 20% over the next three to five years;
(iii) a price to earnings ratio not exceeding the expected earnings growth rate
over the next three to five years; (iv) strong price performance in the six
months prior to the application of the Model; and (v) a minimum market
capitalization of $750 million. The Agent for the Sponsors then reviewed the
identified stocks for liquidity, market capitalization and other factors, and
made a final selection of ten stocks. Because there is no active management of
the Portfolio, the Sponsors anticipate that the Portfolio will remain unchanged
over its one-year life despite adverse developments concerning an issuer, an
industry or the economy or stock market generally.
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Defining Your Portfolio
- ----------------------------------------------------------------
Based upon the principal business of each issuer and current market values, the
following industries are represented in the Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Computers 39%
/ / Electronic Components/Semiconductors 21%
/ / Oil Refining and Marketing 11%
/ / Retail 9%
/ / Food 10%
/ / Machine Tools 10%

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Defining Your Risks
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The Portfolio is 'concentrated' in stocks of companies that manufacture and
market personal computers or computer components (see Risk Factors in Part B).
The Select Growth Strategy is likely to identify stocks that are subject to
extreme price volatility. Therefore, the Portfolio should be considered
speculative and should be acquired only by investors who are comfortable with
the Strategy. The Portfolio is not an appropriate investment for investors
seeking either preservation of capital or current income or who are unable or
unwilling to assume the risks generally involved with speculative equity
investing. This Portfolio is not designed to be a complete equity investment
program.

There can be no guarantee that the Portfolio will meet its objectives over its
one-year life or that portfolios selected through re-application of the Model
during consecutive one-year periods will meet their objectives. Current dividend
income is not a criterion for the selection of stocks for the Portfolio and no
distributions of income are expected to be made by the Portfolio. The Portfolio
may not reflect any investment recommendations of any of the Sponsors,

A-2
<PAGE>
and one or more of the stocks in the Portfolio may, from time to time, be
subject to sell recommendations from one or more of the Sponsors. In addition,
the Model and the Portfolio Consultant have only a limited track record, which
since February 1995 has generally underperformed the S&P 500 Index and other
equity indexes.

Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolio,
movements in stock prices generally, the impact of the Sponsors' purchase and
sale of the securities (especially during the primary offering period of units
and during the rollover period) and other factors. Additionally, equity markets
have been at historically high levels and no assurance can be given that these
levels will continue.

Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not require the
sale of securities from the Portfolio or mean that the Sponsors will not
continue to purchase the security in order to create additional Units. Although
the Sponsors may instruct the Trustee to sell securities under certain limited
circumstances, given the investment philosophy of the Portfolio, the Sponsors
are not likely to do so. The Portfolio generally will continue to purchase or
hold securities originally selected even though the assessment of their earnings
growth potential may change and even if the securities would no longer qualify
for selection were the Model to be applied on a later date.
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Defining Your Investment
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PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00

The Public Offering Price as of May 9, 1997, the business day prior to the
initial date of deposit is based on the aggregate value of the underlying
securities ($285,056.25) and any cash held to purchase securities, divided by
the number of units outstanding (287,935) times 1,000, plus the initial sales
charge. Units offered on the Initial Date of Deposit will also be priced at
$1,000 per 1,000 Units although the aggregate value of the underlying
securities, cash amount and number of Units may vary. The Public Offering Price
on any subsequent date will vary. The underlying securities are valued by the
Trustee on the basis of their closing sale prices at 4:00 p.m. Eastern time on
every business day.

SALES CHARGES

The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of the Portfolio monthly beginning August 1, 1997 and thereafter on the
1st of each month through May 1, 1998.

ROLLOVER OPTION

When this Select Growth Portfolio is about to be liquidated, you may have the
option to roll your proceeds into the next Select Growth portfolio. If you
notify your financial professional by May 15, 1998, your units will be redeemed
and your proceeds will be reinvested in units of the next Select Growth
Portfolio. If you decide not to roll over your proceeds, you will receive a cash
distribution after the Fund terminates. Of course you can sell or redeem your
Units at any time prior to termination.

DISTRIBUTIONS

Any income will be distributed to investors upon termination of the Portfolio.

TAXES

In the opinion of counsel, you will be considered to have received all the
dividends paid on your pro rata portion of each security in the Portfolio when
those dividends are received by the Portfolio, even though a portion of the
dividend payments may be used to pay expenses of the Portfolio and regardless of
whether you reinvest your dividends in the Portfolio.

TAX BASIS REPORTING

The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge and the charge for organizational expenses. In
addition, the annual statement and the relevant tax reporting forms you receive
at year-end will be based upon the amount paid to you (net of the deferred sales
charge and the charge for organizational expenses). Accordingly, you should not
increase your basis in your units by the deferred sales charge and the charge
for organizational expenses.

MANDATORY TERMINATION DATE

The Portfolio will terminate by June 19, 1998. The final distribution will be
made within a reasonable time afterward. The Portfolio may be terminated earlier
if its value is less than 40% of the value of the securities when deposited.

SPONSORS' PROFIT OR LOSS

The Sponsors' profit or loss from the Portfolio will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units, a loss of $207.50 on the initial deposit of the
securities and a gain or loss on subsequent deposits of securities (see
Sponsors' and Underwriters' Profits in Part B).

A-3
<PAGE>
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Defining Your Costs
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SALES CHARGE

First-time investors pay a maximum sales charge of 2.75% of the offering price,
of which $17.50 per 1,000 Units is deferred. For example, on a $1,000
investment, 2.75% less $17.50 (or about 1%) is deducted when you buy, and the
remaining $990 is invested in the Portfolio. The initial sales charge is reduced
on purchases of $50,000 or more, as described in Part B. In addition, a deferred
sales charge of $1.75 per 1,000 units will be deducted from the Portfolio's net
asset value each month over the last ten months of the Portfolio's life ($17.50
total). This deferred method of payment keeps more of your money invested over a
longer period of time. If you roll the proceeds of your investment into a new
portfolio, you will not be subject to the 1% initial charge, just the $17.50
deferred fee. Although this is a unit investment trust rather than a mutual
fund, the following information is presented to permit a comparison of fees and
an understanding of the direct or indirect costs and expenses that you pay.

As a %
of Initial Public Amount per
Offering Price 1,000 Units
----------------- --------------
Initial Sales Charge 1.00% $ 10.00
Deferred Sales Charge per Year 1.75% 17.50
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Maximum Sales Charge 2.75% $ 27.50
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ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a % Amount per
of Net Assets 1,000 Units
----------------- --------------
Trustee's Fee .085% $ 0.84
Portfolio Supervision,
Bookkeeping and Administrative
Fees .046% $ 0.45
Organizational Expenses .327% $ 3.24
Other Operating Expenses .042% $ 0.42
----------------- --------------
TOTAL .500% $ 4.95

This Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states, and the initial audit of the Portfolio--as is common for mutual
funds.

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 3 Years 5 Years 10 Years
$33 $80 $130 $268

Although the Portfolio 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 investment is rolled over each year into a new
portfolio subject only to the deferred sales charge and fund expenses.
The example assumes reinvestment of any dividends and distributions and uses a
5% annual rate of return as mandated by SEC 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.
Reductions to the repurchase and cash redemption prices in the secondary market
to recoup the costs of liquidating securities to meet redemption (described
below) have not been reflected. The example should not be considered a
representation of past or future expenses or annual rates of return; the actual
expenses and annual rates of return may be more or less than the example.

REDEEMING OR SELLING YOUR INVESTMENT

You may redeem or sell your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of May 9, 1997 was $972.50
per 1,000 units ($27.50 per 1,000 units less than the Public Offering Price).
This price reflects deductions of the deferred sales charge which declines over
the last ten months of the Portfolio ($17.50 initially). If you redeem or sell
your units before the termination of the Portfolio, you will pay the remaining
balance of the deferred sales charge. After the initial offering period, the
repurchase and cash redemption prices for units will be reduced to reflect the
estimated costs of liquidating securities to meet the redemption, currently
estimated at $0.75 per 1,000 units. If you reinvest in the new portfolio, you
will pay your share of any brokerage commissions on the sale of underlying
securities when your units are liquidated during the rollover.

A-4
<PAGE>
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Defined Portfolio
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Equity Investor Fund
Select Growth Portfolio 1997 Series B May 12, 1997
Defined Asset Funds

PRICE
TICKER NUMBER OF SHARES PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF COMMON STOCK OF FUND (1) TO FUND TO FUND (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

1. Dell Computer Corporation DELL 300 9.77% $ 92.8125 $ 27,843.75
2. EMC Corporation EMC 750 10.33 39.250 29,437.50
3. Intel Corporation* INTC 200 11.19 159.500 31,900.00
4. Kmart Corporation KM 2,000 9.21 13.125 26,250.00
5. Micron Electronics, Inc. MUEI 1,200 9.76 23.1875 27,825.00
6. Quantum Corporation QNTM 600 9.71 46.125 27,675.00
7. Smithfield Foods, Inc. SFDS 600 9.89 47.000 28,200.00
8. SPX Corporation* SPW 500 9.87 56.250 28,125.00
9. Tosco Corporation* TOS 900 10.73 34.000 30,600.00
10. Vitesse Semiconductor
Corporation VTSS 800 9.54 34.000 27,200.00
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100.00% $ 285,056.25
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-------------------- -----------------
</TABLE>

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* Only these stocks currently pay dividends. The current annual dividends per
share for the Securities in Portfolio Numbers 3, 8 and 9 are $0.20, $0.40 and
$0.24, respectively, based on the latest quarterly, semi-annual or annual
declaration; there can be no assurance that future dividend payments, if any,
will be maintained in an amount equal to these dividends.
(1) Based on Cost to Fund.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on May 9, 1997.
------------------------------------
The securities were acquired on May 9, 1997 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in options on
any of them, and may be on the opposite side of public orders executed on the
floor of an exchange where the securities are listed. An officer, director or
employee of any of the Sponsors may be an officer or director of one or more of
the issuers of the securities in the Fund. A Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or arbitrageur
in any of the securities or in options on them. Any Sponsor, its affiliates,
directors, elected officers and employee benefits programs may have either a
long or short position in any securities or in options on them.

A-5
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Equity Investor Fund Select Growth
Portfolio 1997 Series B, Defined Asset Funds (the 'Fund'):
We have audited the accompanying statement of condition and the defined
portfolio included in the prospectus of the Fund as of May 12, 1997. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of May 12, 1997 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 12, 1997

STATEMENT OF CONDITION AS OF MAY 12, 1997
TRUST PROPERTY

Investments--Contracts to purchase Securities(1).........$ 285,056.25
Organizational Costs(2).................................. 97,200.00
--------------------
Total.........................................$ 382,256.25
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2)...................................$ 97,200.00
--------------------
Subtotal...............................................$ 97,200.00
--------------------
Interest of Holders of 287,935 Units of fractional
undivided interest outstanding(3):
Cost to investors(4)...................................$ 287,935.00
Gross underwriting commissions(5)...................... (2,878.75)
--------------------
Subtotal...............................................$ 285,056.25
--------------------
Total.........................................$ 382,256.25
--------------------
--------------------

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(1) Aggregate cost to the Fund of the securities listed under Defined
Portfolio determined by the Trustee at 4:00 p.m., Eastern time on May 9, 1997.
The contracts to purchase securities are collateralized by an irrevocable letter
of credit which has been issued by San Paolo Bank, New York Branch, in the
amount of $285,263.75 and deposited with the Trustee. The amount of the letter
of credit includes $285,056.25 for the purchase of securities.
(2) This represents a portion of the Fund's organizational costs,
which will be deferred and amortized over the life of the Fund. Organizational
costs have been estimated based on projected total assets of $30 million. To the
extent the Fund is larger or smaller, the estimate may vary.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted from the initial number of Units to maintain the $1,000 per 1,000 Units
offering price.
(4) Aggregate public offering price computed on the basis of the
value of the underlying securities at 4:00 p.m., Eastern time on May 9, 1997.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00%
of the Public Offering Price. A deferred sales charge of $1.75 per 1,000 Units
is per month payable on the 1st day of each month from August 1, 1997 through
May 1, 1998. Distributions will be made to an account maintained by the Trustee
from which the deferred sales charge obligation of the investors to the Sponsors
will be satisfied. If units are redeemed prior to May 1, 1998, the remaining
portion of the distribution applicable to such units will be transferred to such
account on the redemption date.

A-6
<PAGE>

DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND SELECT GROWTH PORTFOLIOS
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.

INDEX

PAGE
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FUND DESCRIPTION............................... 1
RISK FACTORS................................... 3
HOW TO BUY UNITS............................... 4
HOW TO REDEEM OR SELL UNITS.................... 5
INCOME, DISTRIBUTIONS AND REINVESTMENT......... 7
FUND EXPENSES.................................. 8
TAXES.......................................... 8
RECORDS AND REPORTS............................ 10
TRUST INDENTURE................................ 10
MISCELLANEOUS.................................. 11
EXCHANGE OPTION................................ 13
SUPPLEMENTAL INFORMATION....................... 13

FUND DESCRIPTION
THE SELECT STRATEGY

The Select Series is designed to permit an investor to buy and hold a
portfolio of equity securities for a period of approximately one year based upon
a strategy. At the end of the year the strategy is reapplied and the investor
may reinvest in a new portfolio, if available.

The Fund seeks capital appreciation by acquiring and holding for about one
year 10 common stocks selected by the Sponsors through the application of a
quantitative model (the 'Model') developed by the Portfolio Consultant,
O'Shaughnessy Capital Management, Inc. The Model is designed to identify those
stocks that have a strong potential for capital appreciation. The Model
identifies stocks with the following characteristics, among others, as of the
date the Model is applied (six business days prior to the date of this
Prospectus): (i) expected growth rates of earnings per share of at least 20%
over the next fiscal year; (ii) expected annual growth rates of at least 20%
over the next three to five years; (iii) a price to earnings ratio not exceeding
the expected earnings growth rate over the next three to five years; (iv) strong
price performance over the past six months; and (v) a minimum market
capitalization of $750 million. (Price to earnings ratio is calculated by taking
the current stock price and dividing it by the sum of the last two reported
quarterly earnings plus the projected earnings for the next two quarters.)

The Portfolio Consultant is a registered investment adviser, organized in
1988 and based in Greenwich, Connecticut. The Portfolio Consultant is
unaffiliated with any of the Sponsors.

1
<PAGE>

PORTFOLIO SELECTION

The Portfolio Consultant applied the Model to a universe of 1,500 stocks
with capitalization averaging $5.76 billion and ranging from about $32 million
to $182.5 billion, and provided the Sponsors with a list of stocks from which
the Sponsors chose the 10 stocks in the Portfolio.

The following table shows the percentage of stocks from the universe of
1,500 common stocks that passed the Model's expected earnings growth screens.

PERCENTAGE
YEAR OF STOCKS
- ---------------------------------------------------------- -----------
1985...................................................... 7.56%
1986...................................................... 9.00
1987...................................................... 13.00
1988...................................................... 13.06
1989...................................................... 9.94
1990...................................................... 8.75
1991...................................................... 7.88
1992...................................................... 9.56
1993...................................................... 13.30
1994...................................................... 17.19
1995...................................................... 14.57
1996...................................................... 12.19

- ---------------
Copyright 1995. O'Shaughnessy Capital Management, Inc. All Rights Reserved.

The Stocks identified by the Model were next screened for minimum market
capitalization of $750 million. The Agent for the Sponsors further reviewed the
market capitalization, liquidity and other characteristics of the identified
stocks and made a final selection of ten stocks. The Securities selected through
this process were those believed to have significant potential for capital
appreciation, without regard to expected dividend income.

The deposit of the Securities in the Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security. During the 90-day period following the initial date of deposit
the Sponsors may deposit additional Securities in order to create new Units,
maintaining to the extent possible that original proportionate relationship.
Deposits of additional Securities subsequent to the 90-day period must generally
replicate exactly the proportionate relationship among the number of shares of
each Security at the end of the initial 90-day period. The ability to acquire
each Security at the same time will generally depend upon the Security's
availability and any restrictions on the purchase of that Security under the
federal securities laws or otherwise.

Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional Securities. This
practice could cause both existing and new investors to experience a dilution of
their investments and a reduction in their anticipated income because of price
fluctuations in the Securities between the time of the cash deposit and the
actual purchase of the additional Securities and because the associated
brokerage fees will be an expense of the Portfolio. To minimize the risk of
price fluctuations when purchasing Securities, the Portfolio will try to
purchase Securities as close to the Evaluation Time or at prices as close to the
evaluated prices as possible. The Portfolio may also enter into program trades
with unaffiliated broker/dealers, which may have the effect of increasing
brokerage commissions, while reducing market risk.

Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. Of course, the Portfolio will change somewhat over
time, as Securities are purchased upon creation of additional Units, as
securities are sold to meet Unit redemptions or in other limited circumstances.

PORTFOLIO SUPERVISION

The Portfolio follows an investment strategy that buys and holds stocks for
one year, in contrast to the frequent portfolio changes of a managed fund based
on economic, financial and market analyses. In the event a public tender offer
is made for a Security or a merger or acquisition is announced affecting a
Security, the Sponsors may instruct the Trustee to tender or sell the Security
in the open market when in its opinion it is in the best interests of investors
to do so. Otherwise, although the Portfolio is regularly reviewed and evaluated,
because of the Model, the Portfolio is unlikely to sell any of the Securities,
other than to satisfy redemptions of units, or to cease buying additional shares
in connection with the issuance of Additional Units. More specifically, adverse
developments concerning a Security including the adverse financial condition of
the issuer, the institution of legal proceedings against the issuer, or a
decline
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in the price or the occurrence of other market or credit factors that might
otherwise make retention of the Security detrimental to the interest of
investors, will generally not cause the Portfolio to dispose of a Security or
cease buying it. Furthermore, the Portfolio will likely continue to hold a
Security and purchase additional shares even though the assessment of a Security
may have changed or subsequent to the initial date of deposit a Security may no
longer satisfy the Portfolio's selection criteria.

RISK FACTORS

An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
stock market worsens and the risk that holders of common stocks 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. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. Common stocks in
general may be especially susceptible to general stock market movements and to
volatile increases and decreases in 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. The
Sponsors cannot predict the direction or scope of any of these factors.
Additionally, equity markets are at historically high levels and no assurance
can be given that these levels will continue. The Portfolio is composed of
aggressive growth stocks which are subject to extreme price volatility.
Therefore there can be no guarantee that the Model will be effective in
achieving its objective over the one-year life of the Fund or that portfolios
selected through re-application of the Model during consecutive one-year periods
will meet their objectives. In addition, the Model and the Portfolio Consultant
have only a limited track record. Select Growth Portfolios have been offered
only since February, 1995; the Portfolios that have been offered to date have
generally underperformed such equity indexes as the S&P 500 Index and the S&P
MidCap 400 Index.

COMPUTER COMPANIES

The Fund is concentrated in stocks of issuers that manufacture and market
personal computers or computer components. These kinds of companies are rapidly
developing and highly competitive, both domestically and internationally, and
tend to be relatively volatile as compared to other types of investments.
Certain of these companies may be smaller and less seasoned companies with
limited product lines, markets or financial resources and limited management or
marketing personnel. These companies are characterized by a high degree of
investment to maintain competitiveness and are affected by worldwide scientific
and technological developments (and resulting product obsolescence) as well as
government regulation, increase in material or labor costs, changes in
distribution channels and the need to manage inventory levels in line with
product demand. Other risk factors include short product life cycles, aggressive
pricing and reduced profit margins, dramatic and often unpredictable changes in
growth rates, frequent new product introduction, the need to enhance existing
products, intense competition from large established companies and potential
competition from small start up companies. These companies are also dependent to
a substantial degree upon skilled professional and technical personnel and there
is considerable competition for the services of qualified personnel in the
industry.

LIQUIDITY

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

LITIGATION AND LEGISLATION

The Sponsors do not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Fund, although pending litigation may have a material adverse effect on
the value of Securities in the Fund. In addition, at any time after the initial
date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in the Portfolio or the
issuers of the Securities. Changing approaches to regulation may have a negative
impact on certain companies represented in the
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Portfolio. There can be no assurance that future litigation, legislation,
regulation or deregulation will not have a material adverse effect on the
Portfolio or will not impair the ability of the issuers of the Securities to
achieve their business goals. From time to time Congress considers proposals to
reduce the rate of the dividends-received deduction. This type of legislation,
if enacted into law, would adversely affect the after-tax return to investors
who can take advantage of the deduction. See Taxes.

LIFE OF THE FUND; FUND TERMINATION

The size and composition of the Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units or
participating in a rollover. The Portfolio will be terminated no later than the
mandatory termination date specified in Part A of the Prospectus. It will
terminate earlier upon the disposition of the last Security or upon the consent
of investors holding 51% of the Units. The Portfolio may also be terminated
earlier by the Sponsors once its total assets have fallen below the minimum
value specified in Part A of the Prospectus. A decision by the Sponsors to
terminate the Portfolio early, which will likely be made following the rollover,
will be based on factors such as the size of the Portfolio relative to its
original size, the ratio of Portfolio expenses to income, and the cost of
maintaining a current prospectus.

Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Trustee will seek to dispose of any Securities remaining in the Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.

HOW TO BUY UNITS

Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price. The Public Offering Price varies
each Business Day with changes in the value of the Portfolio and other assets
and liabilities of the Fund.

PUBLIC OFFERING PRICE

Units are charged a combination of Initial and Deferred Sales Charges
equal, in the aggregate, to a maximum charge of 2.75% of the public offering
price or, for quantity purchases of units of all Select Portfolios by an
investor and the investor's spouse and minor children, or by a single trust
estate or fiduciary account, made on a single day, the following percentages of
the public offering price:

APPLICABLE SALES CHARGE
(GROSS UNDERWRITING PROFIT)
------------------------------------
AS % OF PUBLIC AS % OF NET
AMOUNT PURCHASED OFFERING PRICE AMOUNT INVESTED
- ----------------------------------------- ----------------- -----------------
Less than $50,000........................ 2.75% 2.778%
$50,000 to $99,999....................... 2.50 2.519
$100,000 to $249,999..................... 2.00 2.005
$250,000 to 2,499,999.................... 1.75 1.750
$2,500,000 or more....................... 1.00 1.000

The Deferred Sales Charge is a monthly charge of $1.75 per 1,000 units and
is accrued in ten monthly installments commencing on the date indicated in part
A of this Prospectus. Units redeemed or repurchased prior to the accrual of the
final Deferred Sales Charge installment will have the amount of any remaining
installments deducted from the redemption or repurchase proceeds or deducted in
calculating an in-kind distribution, although this deduction will be waived in
the event of the death or disability (as defined in the Internal Revenue Code of
1986) of an investor. The Initial Sales Charge is equal to the aggregate sales
charge, determined as described above, less the aggregate amount of any
remaining installments of the Deferred Sales Charge.

It is anticipated that Securities will not be sold to pay the Deferred
Sales Charge until after the date of the last installment. Investors will be at
risk for market price fluctuations in the Securities from the several
installment accrual dates to the dates of actual sale of Securities to satisfy
this liability.

Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units subject only to the
Deferred Sales Charge.
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<PAGE>

EVALUATIONS

Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. If the Securities are
listed on a national securities exchange or The Nasdaq National Market,
evaluations are generally based on closing sales prices on that exchange or that
system (unless the Trustee deems these prices inappropriate) or, if closing
sales prices are not available, at the mean between the closing bid and offer
prices. If the Securities are not listed or if listed but the principal market
is elsewhere, the evaluation is generally determined based on sales prices of
the Securities on the over-the-counter market or, if sales prices in that market
are not available, on the basis of the mean between current bid and offer prices
for the Securities or for comparable securities or by appraisal or by any
combination of these methods. Neither the Sponsors nor the Trustee guarantee the
enforceability, marketability or price of any Securities.

NO CERTIFICATES

All investors are required to hold their Units in uncertificated form and
in 'street name' by their broker, dealer or financial institution at the
Depository Trust Company ('DTC').

HOW TO REDEEM OR SELL UNITS

You can redeem your Units at any time for net asset value. In addition, the
Sponsors have maintained an uninterrupted secondary market for Units for over 20
years and will ordinarily buy back Units at net asset value. The following
describes these two methods to redeem or sell Units in greater detail.

REDEEMING UNITS WITH THE TRUSTEE

You can always redeem your Units for net asset value. This can be done by
contacting your broker, dealer or financial institution that holds your Units in
street name. In certain instances, additional documents may be required such as
a trust instrument, certificate of corporate authority, certificate of death or
appointment as executor, administrator or guardian.

Within seven days after the receipt of your request containing the
necessary documents, a check will be mailed to you in an amount equal to the net
asset value of your Units. Because of the sales charge, market movements or
changes in the Portfolio, net asset value at the time you redeem your Units may
be greater or less than the original cost of your Units. Net asset value is
calculated each Business Day by adding the value of the Securities, declared but
unpaid dividends on the Securities, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses and any remaining deferred sales charges, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Fund liabilities; and dividing the result by the number of
outstanding Units. After the initial offering period, net asset value will be
reduced to reflect the cost to the Fund of liquidating Securities to pay the
redemption price.

As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Agent for the
Sponsors based on market and credit factors determined to be in the best
interest of the Fund. These sales are often made at times when the Securities
would not otherwise be sold and may result in lower prices than might be
realized otherwise and may also reduce the size and diversity of the Fund. If
Securities are being sold during a time when additional Units are being created
by the purchase of additional Securities (as described under Portfolio
Selection), Securities will be sold in a manner designed to maintain, to the
extent practicable, the proportionate relationship among the number of shares of
each Security in the Portfolio.

Any investor owning Units representing Securities with a value of at least
$100,000 who redeems those Units prior to the rollover notification date
indicated in Part A of the Prospectus may, in lieu of cash redemption, request
distribution in kind of an amount and value of Securities per Unit equal to the
otherwise applicable Redemption Price per Unit. Whole shares of each Security
together with cash from the Capital Account equal to any fractional
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<PAGE>
shares to which the investor would be entitled (less any Deferred Sales Charge
payable) will be paid over to a distribution agent and either held for the
account of the investor or disposed of in accordance with instructions of the
investor. Any brokerage commissions on sales of Securities in connection with
in-kind redemptions will be borne by the redeeming investors. The in-kind
redemption option may be terminated by the Sponsors at any time upon prior
notice to investors.

Redemptions may be suspended or payment postponed (i) if the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (ii) if
the SEC determines that trading on the New York Stock Exchange is restricted or
that an emergency exists making disposal or evaluation of the Bonds not
reasonably practicable or (iii) for any other period permitted by SEC order.

SPONSORS' SECONDARY MARKET FOR UNITS

The Sponsors, while not obligated to do so, will buy back Units at net
asset value without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of the sales charge, market movements or
changes in the portfolio, net asset value at the time you sell your Units may be
greater or less than the original cost of your Units. The Sponsors may resell
the Units to other buyers or redeem the Units by tendering them to the Trustee.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue the secondary market for Units without prior
notice if the supply of Units exceeds demand or for other business reasons.
Regardless of whether the Sponsors maintain a secondary market, you have the
right to redeem your Units for net asset value with the Trustee at any time, as
described above.

ROLLOVER

In lieu of redeeming their Units or receiving liquidation proceeds upon the
termination of the Fund, investors may elect, by written notice to the Trustee
prior to the rollover notification date indicated in Part A, to apply their
proportional interest in the Securities and other assets of the Fund toward the
purchase of units of a new Select Growth Portfolio (if available). It is
expected that the terms of any new portfolio, including this rollover feature,
will be substantially the same as those of the Fund.

A rollover of an investor's units is accomplished by the in-kind redemption
of his Units of the Fund followed by the sale of the underlying Securities by a
distribution agent on behalf of participating investors and the reinvestment of
the sale proceeds (net of brokerage fees, governmental charges and other sale
expenses) in units of the new Select Growth Portfolio at their net asset value.

The Sponsors intend to sell the distributed Securities, on behalf of the
distribution agent, as quickly as practicable and then to create units of the
new Select Growth Portfolio as quickly as possible, subject in both cases to the
Sponsors' sensitivity that the concentrated sale and purchase of large volumes
of securities may affect market prices in a manner adverse to the interest of
investors. Accordingly, the Sponsors may, in their sole discretion, undertake a
more gradual sale of the distributed Securities and a more gradual creation of
units of the new Select Growth Portfolio to help mitigate any negative market
price consequences caused by this large volume of securities trades. In order to
minimize potential losses caused by market movement during the rollover period,
the Sponsors may enter into program trades, which might increase brokerage
commissions payable by investors. There can be no assurance, however, that any
trading procedures will be successful or might not result in less advantageous
prices. Pending the investment of rollover proceeds in the securities to
comprise the new portfolio, those moneys may be uninvested for up to several
days. For any Securities in the Portfolio that will also be in the portfolio of
the new Series, a direct sale of those securities between the two funds is now
permitted pursuant to an SEC exemptive order. These sales will be effected at
the Securities' closing sales prices on the exchanges where they are principally
traded, free of any brokerage costs.

Investors participating in the rollover may realize taxable capital gains
from the rollover but will not be entitled to a deduction for certain capital
losses realized on the rollover and, because of the rollover procedures, will
not receive a cash distribution with which to pay those taxes. Investors who do
not participate will continue to hold their Units until the termination of the
Fund; however, depending upon the extent of participation in the rollover, the
aggregate size of the Fund may be sharply reduced resulting in a significant
increase in per Unit expenses.
6
<PAGE>
The Sponsors may, in their sole discretion and without penalty or liability
to investors, decide not to sponsor a new Select Growth Portfolio or to modify
the terms of the rollover. Prior notice of any decision would be provided to
investors.

The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an 'exchange offer', for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsors have received exemptive orders under
Section 11(c) which they believe permit them to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsors' position and
additional regulatory approvals may be required.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME AND DISTRIBUTIONS

Although current dividend income is not an objective of the Fund, and it is
anticipated that expenses will exceed available income, the annual income per
Unit will depend primarily upon the amount of dividends declared and paid by the
issuers of the Securities and changes in the expenses of the Fund and, to a
lesser degree, upon the level of purchases of additional Securities and sales of
Securities. There is no assurance that dividends on the Securities will continue
at their current levels or be declared at all.

Each Unit receives an equal share of distributions of dividend income.
Dividends received are credited to an Income Account and other receipts to a
Capital Account. A Reserve Account may be created by withdrawing from the Income
and Capital Accounts amounts considered appropriate by the Trustee to reserve
for any material amount that may be payable out of the Fund. Funds held by the
Trustee in the various accounts do not bear interest. In addition, distributions
of amounts necessary to pay the Deferred Sales Charge will be made from the
Capital Account to an account maintained by the Trustee for purposes of
satisfying investors' sales charge obligations. Although the Sponsors may
collect the Deferred Sales Charge monthly, to keep Units more fully invested the
Sponsors currently do not anticipate sales of Securities to pay the deferred
sales charge until after the rollover notification date. Proceeds of the
disposition of any Securities not used to pay Deferred Sales Charge or to redeem
Units will be held in the Capital Account and distributed following liquidation
of the Fund.

REINVESTMENT

Any income and principal distributions on Units may be reinvested by
participating in the Fund's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of additional Securities,
contracts to purchase additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase additional Securities. Deposits
or purchases of additional Securities will generally be made so as to maintain
the then existing proportionate relationship among the number of shares of each
Security in the Fund. Units acquired by reinvestment will not be subject to the
initial sales charge but will be subject to any remaining installments of
Deferred Sales Charge. The Sponsors reserve the right to amend, modify or
terminate the reinvestment plan at any time without prior notice. Investors
holding Units in 'street name' should contact their broker, dealer or financial
institution if they wish to participate in the reinvestment plan.

FUND EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. To
the extent that expenses exceed the amount available in the Income Account, the
Trustee is authorized to sell Securities and pay the excess expenses from the
Capital Account. The estimated expenses do not include the brokerage commissions
payable by the Fund in purchasing and selling Securities. The Trustee's Fee
shown in Part A of this Prospectus assumes that the Portfolio will reach a size
estimated by the Sponsors and is based on a sliding scale that reduces the
Trustee's fee as the size of the Portfolio increases. The Trustee's annual fee
is payable in monthly installments. The Trustee also benefits when it holds cash
for the Fund in non-interest bearing accounts. Possible additional charges
include Trustee fees and expenses for extraordinary services, costs of
indemnifying the Trustee and the Sponsors, costs of action taken to protect the
Fund and other legal fees and expenses, Fund termination expenses and any
governmental charges. The Trustee has a lien on Fund assets to secure
reimbursement of these amounts and may sell Securities for this purpose if cash
is not available. The Sponsors receive an annual fee currently estimated at
$0.35 per 1,000 Units to reimburse them for the cost of providing Portfolio
supervisory services to
7
<PAGE>
the Fund. While the fee may exceed their costs of providing these services to
the Fund, the total supervision fees from all Series of Equity Income Fund will
not exceed their costs for these services to all of those Series during any
calendar year. The Sponsors may also be reimbursed for their costs of providing
bookkeeping and administrative services to the Fund, currently estimated at
$0.10 per 1,000 Units. The Trustee's and Sponsors' fees may be adjusted for
inflation without investors' approval.

All or a portion of expenses incurred in establishing the Fund, including
the cost of the initial preparation of documents relating to the Fund, Federal
and State registration fees, the initial fees and expenses of the Trustee, legal
expenses and any other out-of-pocket expenses will be paid by the Fund and
amortized over the life of the Fund. Advertising and selling expenses will be
paid from the Underwriting Account at no charge to the Fund. Defined Asset Funds
can be a cost-effective way to purchase and hold investments. Annual operating
expenses are generally lower than for managed funds. Because Defined Asset Funds
have no management fees, limited transaction costs and no ongoing marketing
expenses, operating expenses are generally less than 0.25% a year. When
compounded annually, small differences in expense ratios can make a big
difference in your investment results.

TAXES

The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

The Fund is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Security in the Fund under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Code'). Each investor will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such dividends
are received by the Fund, regardless of whether such dividends are used to
pay a portion of Fund expenses or whether they are automatically reinvested
(see Reinvestment Plan).

Dividends considered to have been received by an investor from domestic
corporations which constitute dividends for federal income tax purposes
will generally qualify for the dividends-received deduction, which is
currently 70%, for corporate investors. Depending upon the particular
corporate investor's circumstances, limitations on the availability of the
dividends-received deduction may be applicable. Further, Congress from time
to time considers proposals that would adversely affect the after-tax
return to investors that can take advantage of the deduction. For example,
on February 6, 1997, the Clinton Administration proposed legislation that
would reduce the 70% dividends-received deduction to 50% for dividends paid
or accrued after the 30th day after the enactment of the proposal.
Investors are urged to consult their own tax advisers.

An individual investor who itemizes deductions will be entitled to
deduct his pro rata share of current ongoing expenses paid by the Fund only
to the extent that this amount together with the investor's other
miscellaneous deductions exceeds 2% of his adjusted gross income.

The investor's basis in his Units will equal the cost of his Units,
including the initial sales charge. A portion of the sales charge is
deferred until the termination of the Fund or the redemption of the Units.
The proceeds received by an investor upon such event will reflect deduction
of the deferred amount (the 'Deferred Sales Charge') and a charge for
organizational expenses. The annual statement and the relevant tax
reporting forms received by investors will be based upon the amounts paid
to them, net of the Deferred Sales Charge and the charge for organizational
expenses. Accordingly, investors should not increase their basis in their
Units by the Deferred Sales Charge amount or any amount used to pay
organizational expenses.

An investor will generally recognize capital gain or loss when the
investor disposes of his Units (by sale, redemption or otherwise) or when
the Trustee disposes of the Securities from the Fund. However, deductions
will be disallowed for such losses realized by investors who invest in a
new 1998 Series ('rollover investor') within 30 days after incurring such
losses to the extent that the securities in that series are substantially
identical to the old Securities. Furthermore, an investor will generally
not recognize gain or loss upon the distribution of a pro rata amount of
each of the Securities by the Trustee to an investor (or to his agent) in
redemption of Units, except to the extent of cash received in lieu of
fractional shares. The redeeming investor's basis for such Securities will
be equal to his basis for the same Securities (previously represented by
his Units) prior to such redemption, and his holding period for such
Securities will include the period during which he held his Units.
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<PAGE>
Net capital gain (the excess of net long-term capital gains over net
short-term capital losses) may be taxed at a lower rate than ordinary
income for certain individual and other noncorporate taxpayers. A capital
gain or loss is long-term if the asset is held for more than one year and
short-term if held for one year or less. The deduction of capital losses is
subject to limitations. The lower net capital gain tax rate will be
unavailable to those noncorporate investors who, as of the Mandatory
Termination Date (or earlier termination of the Fund), have held their
units for less than a year and a day. Similarly, with respect to
noncorporate rollover investors, this lower rate will be unavailable if, as
of the beginning of the rollover period, those investors have held their
shares for less than a year and a day.

Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and the income of the Fund will
be treated as the income of the investors in the same manner as for federal
income tax purposes.

The foregoing discussion relates only to the tax treatment of U.S.
investors with regard to federal and certain aspects of New York State and
City income taxes. Investors may be subject to taxation in New York or in
other jurisdictions and should consult their own tax advisors in this
regard. Investors that are not U.S. citizens or residents ('foreign
investors') should be aware that dividend distributions from the Fund will
generally be subject to a withholding tax of 30%, or a lower treaty rate,
such as 15%, depending on their country of residence. Foreign investors
should consult their tax advisors on their eligibility for the withholding
rate under applicable treaties.

* * * *

At the termination of the Fund, the Trustee will furnish to each investor
an annual statement containing information relating to the dividends received by
the Fund on the Securities, the gross proceeds received by the Fund from the
disposition of any Security (resulting from redemption or the sale by the Fund
of any Security), and the fees and expenses paid by the Fund. The Trustee will
also furnish annual information returns to each investor and to the Internal
Revenue Service.

RETIREMENT PLANS

This Series of Equity Income Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Holders of Units in IRAs,
Keogh plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any of these plans should review specific tax laws
related thereto and should consult their attorneys or tax advisors with respect
to the establishment and maintenance of any of these plans. These plans are
offered by brokerage firms, including the Sponsor of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund may
be purchased by retirement plans established for self-employed individuals,
partnerships or unincorporated companies ('Keogh plans'). The assets of a Keogh
plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Keogh plan participants may also establish separate
IRAs (see below) to which they may contribute up to an additional $2,000 per
year ($4,000 in a spousal account).

Individual Retirement Account--IRA, Any individual can make use of a
qualified IRA arrangement for the purchase of Units of the Fund. Any individual
(including one covered by an employer retirement plan) can make a contribution
in an IRA equal to the lesser of $2,000 ($4,000 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute will be reduced if the individual's adjusted
gross income exceeds $25,000 (in the case of a single individual), $40,000 (in
the case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). Certain transactions which are
prohibited under Section 408 of the Code will cause all or a portion of the
amount in an IRA to be deemed to the distributed and subject to tax at that
time. Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. Taxable distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability or where the amount distributed is part of a series of substantially
equal periodic (at least annual)
9
<PAGE>
payments that are to be made over the life expectancies of the participant and
his or her beneficiary, are generally subject to a surtax in an amount equal to
10% of the distribution.

Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.

RECORDS AND REPORTS

The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.

With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of
the Fund, the Trustee sends each investor of record a statement summarizing
transactions in the Fund's accounts including amounts distributed from them,
identifying Securities sold and purchased and listing Securities held and the
number of Units outstanding at termination and stating the Redemption Price per
1,000 Units at termination, and the fees and expenses paid by the Fund, among
other matters. Fund accounts may be audited by independent accountants selected
by the Sponsors and any report of the accountants will be available from the
Trustee on request.

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors and the Trustee. This Prospectus summarizes various
provisions of the Indenture, but each statement is qualified in its entirety by
reference to the Indenture.

The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.

The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.

Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains. A new Sponsor may be appointed by the remaining Sponsors and
the Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indenture and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.

The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indenture contains customary
provisions limitingthe liability of the Trustee.

MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.
10
<PAGE>
AUDITORS

The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.

TRUSTEE

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and New York
State banking authorities.

SPONSORS

The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America;
PaineWebber Incorporated, a wholly-owned subsidiary of PaineWebber Group, Inc.;
and Dean Witter Reynolds, Inc., a principal operating subsidiary of Dean Witter
Discover & Co. Each Sponsor, or one of its predecessor corporations, has acted
as Sponsor of a number of series of unit investment trusts. Each Sponsor has
acted as principal underwriter and managing underwriter of other investment
companies. The Sponsors, in addition to participating as members of various
selling groups or as agents of other investment companies, execute orders on
behalf of investment companies for the purchase and sale of securities of these
companies and sell securities to these companies in their capacities as brokers
or dealers in securities.

CODE OF ETHICS

The Agent for the Sponsors has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its personnel
who have access to information on Defined Asset Funds portfolio transactions.
The code is intended to prevent any act, practice or course of conduct which
would operate as a fraud or deceit on any Fund and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to the Funds.

PUBLIC DISTRIBUTION

During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above. The Sponsors
intend to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc.. The Sponsors do not intend to
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.

UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will be entitled to receive sales
charges; each Underwriters' interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units. The
Sponsors also realize a profit or loss on deposit of the Securities equal to the
difference between the cost of the Securities to the Fund (based on the
aggregate value of the Securities on their date of deposit) and the purchase
price of the Securities to the Sponsors plus commissions payable by the
Sponsors. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Securities it deposits in the Fund which were acquired from
underwriting syndicates of which it was a member. During the initial offering
period, the Underwriting Account also may realize profits or sustain losses as a
result of fluctuations after the initial date of deposit in the Public Offering
Price of the Units. In maintaining a secondary market for Units, the Sponsors
will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units and the prices at which they resell
these Units (which include the sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.
11
<PAGE>
PERFORMANCE INFORMATION

Total returns, average annualized returns or cumulative returns for various
periods of the current or one or more prior Select Growth Portfolios may be
included from time to time in advertisements, sales literature and reports to
current and prospective investors. Total return shows changes in unit price
during the period plus reinvestment of dividends and capital gains, divided by
the maximum public offering price. Average annualized returns show the average
return for stated periods for longer than a year. Figures reflect deduction of
all Portfolio expenses and, unless otherwise stated, the maximum sales charge.
No provision is made for any income taxes payable. Investors should bear in mind
that this represents past performance and is no assurance of the future results
of any current or future Portfolio.

Past performance of any series may not be indicative of results of future
series. Fund performance may be compared to the performance of the DJIA, the S&P
500 Composite Price Stock Index, the S&P MidCap 400 Index, or performance data
from publications such as Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, The New York Times, U.S. News and World
Report, Barron's, Business Week, CDA Investment Technology, Inc., Forbes
Magazine or Fortune Magazine.

DEFINED ASSET FUNDS

For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement, or attractive, regular current income consistent with the
preservation of principal. Unit investment trusts are particularly suited for
the many investors who prefer to seek long-term profits by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
Your investment objectives may call for a combination of Defined Asset Funds.

One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.

Investors may pursue investment growth to meet long-term goals such as
children's education or retirement. But they are faced with decisions of
selecting stock groups, choosing individual stocks, determining when to buy and
sell and how to reinvest sales proceeds. Growth stocks--those whose price is
expected to appreciate above average usually because of superior growth in
earnings per share--can be difficult to select successfully because their prices
tend to be more volatile than more established stocks and, by the time they are
discovered by ordinary investors, their prices may have already increased beyond
attractive levels or may be susceptible to dramatic declines if actual
performance is less than anticipated. The Select Growth Portfolio, through the
screening process to identify stocks with superior prospects for earnings
growth, seeks to provide definition and discipline, and to avoid emotional
reactions, in growth stock investing. This approach looks for 'discounted'
growth stocks that may otherwise be overlooked.

EXCHANGE OPTION

You may exchange Fund Units for units of other Select Growth Portfolios or
any Select Ten Portfolios subject only to the remaining deferred sales charge on
the units received. Holders of units of any Select Growth Portfolio, Select Ten
Portfolio, or any other Defined Asset Fund with a regular maximum sales charge
of at least 3.50%, or of any unaffiliated unit trust with a regular maximum
sales charge of at least 3.0%, may exchange those units for Units of this Fund
at their relative net asset values, subject only to the remaining Deferred Sales
Charge on Fund Units.
12
<PAGE>
To make an exchange, you should contact your financial professional to find
out what suitable exchange funds are available and to obtain a prospectus. You
may acquire units of only those exchange funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. An exchange is a taxable event normally requiring recognition
of any gain or loss on the units exchanged. However, the Internal Revenue
Service may seek to disallow a loss if the portfolio of the units acquired is
not materially different from the portfolio of the units exchanged; you should
consult your own tax advisor. If the proceeds of units exchanged are
insufficient to acquire a whole number of exchange fund units, you may pay the
difference in cash (not exceeding the price of a single unit acquired).

As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.

SUPPLEMENTAL INFORMATION

Upon writing or calling the Trustee shown on the back cover of this
Prospectus, investors will receive without charge supplemental information about
the Fund, which has been filed with the SEC. The supplemental information
includes more detailed risk factor disclosure about the types of securities that
may be part of the Portfolio and general information about the structure and
operation of the Fund.
13
<PAGE>
Defined
Asset FundsSM

SPONSORS: EQUITY INVESTOR FUND
Merrill Lynch, SELECT GROWTH PORTFOLIO
Pierce, Fenner & Smith Incorporated1997 SERIES B
Defined Asset Funds
P.O. Box 9051
Princeton, NJ 08543-9051 This Prospectus does not contain all of the
(609) 282-8500 information with respect to the investment
Smith Barney Inc. company set forth in its registration
Unit Trust Department statement and exhibits relating thereto which
388 Greenwich Street--23rd Floor have been filed with the Securities and
New York, NY 10013 Exchange Commission, Washington, D.C. under
(212) 816-4000 the Securities Act of 1933 and the Investment
PaineWebber Incorporated Company Act of 1940, and to which reference
1200 Harbor Blvd. is hereby made. Copies of filed material can
Weehawken, NJ 07087 be obtained from the Public Reference Section
(201) 902-3000 of the Commission, 450 Fifth Street, N.W.,
Prudential Securities Incorporated Washington, D.C. 20549 at prescribed rates.
One New York Plaza The Commission also maintains a Web site that
New York, NY 10292 contains information statements and other
(212) 778-6164 information regarding registrants such as
Dean Witter Reynolds Inc. Defined Asset Funds that file electronically
Two World Trade Center--59th Floor with the Commission at http://www.sec.gov.
New York, NY 10048 ------------------------------
(212) 392-2222 No person is authorized to give any
TRUSTEE: information or to make any representations
The Bank of New York with respect to this investment company not
Unit Investment Trust Department contained in its registration statement and
Box 974 exhibits relating thereto; and any
Wall Street Station information or representation not contained
New York, NY 10268-0974 therein must not be relied upon as having
1-800-221-7771 been authorized.
------------------------------
When Units of this Fund are no longer
available or for investors who may reinvest
into subsequent Select Growth Portfolios,
this Prospectus may be used as a preliminary
prospectus for a future series, and investors
should note the following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities 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.

11553--5/97

14
<PAGE>

PART II

ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.

I. Bonding arrangements of each of the Depositors are incorporated by reference
to Item A of Part II to the Registration Statement on Form S-6 under the
Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment
Series--573 Defined Asset Funds (Reg. No. 333-08241).
II. The date of organization of each of the Depositors is set forth in Item B
of Part II to the Registration Statement on Form S-6 under the Securities Act of
1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference
thereto.
III. The Charter and By-Laws of each of the Depositors are incorporated herein
by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form
S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund,
Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV. Information as to Officers and Directors of the Depositors has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................. 8-7221
Smith Barney Inc. .............................. 8-8177
PaineWebber Incorporated........................ 8-16267
Prudential Securities Incorporated.............. 8-27154
Dean Witter Reynolds Inc. ...................... 8-14172

------------------------------------
B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................. 13-5674085
Smith Barney Inc. .............................. 13-1912900
PaineWebber Incorporated........................ 13-2638166
Prudential Securities Incorporated.............. 22-2347336
Dean Witter Reynolds Inc. ...................... 94-0899825
The Bank of New York, Trustee................... 13-4941102

II-1
<PAGE>
SERIES OF EQUITY INCOME FUND,
INTERNATIONAL INCOME FUND,
CORPORATE INCOME FUND
AND DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Equity Income Fund, Select Growth Portfolio--1995 Series.... 33-51985
Equity Income Fund, Index Series, S&P 500 Trust 2 and S&P
Midcap Trust.............................................. 33-44844
Equity Income Fund, Investment Philosophy Series 1991
Selected Industrial Portfolio............................... 33-39158
Equity Income Fund, Group One Overseas Index Fund Series 1
and 2....................................................... 33-05654
Equity Income Fund, Select Ten Portfolio--1995 Winter
Series...................................................... 33-55811
Equity Income Fund, Select Ten Portfolio--1995 Spring
Series...................................................... 33-55807
Equity Income Fund, Select Ten Portfolio--1997 Series A..... 333-15193
International Bond Fund, Australian and New Zealand Dollar
Bonds Series 19............................................. 33-15393
International Bond Fund, Australian and New Zealand Third
Short-Term Series........................................... 33-13200
International Bond Fund, Fourteenth Multi-Currency Series... 33-04447
Corporate Income Fund, First Short-Term Sterling Series..... 2-93990
Defined Asset Funds Municipal Insured Series................ 33-54565

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:

1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select Growth Portfolio--1995 Series 2, Defined Asset
Funds, Reg. No. 33-58535).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their names under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten Portfolio
1996 International Series B (United Kingdom and Japan Portfolios),
1933 Act File No. 33-00593).

R-1
<PAGE>

EQUITY INVESTOR FUND SELECT GROWTH PORTFOLIO 1997 SERIES B

SIGNATURES

The registrant hereby identifies the series numbers of Equity Income Fund,
International Bond Fund, Corporate Income Fund and Defined Asset Funds Municipal
Insured Series listed on page R-1 for the purposes of the representations
required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the series with respect to which this registration statement is
being filed, this registration statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 12TH DAY OF MAY,
1997.

SIGNATURES APPEAR ON PAGE R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 33-43466

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By DANIEL C. TYLER
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753, 33-55073
and 333-10441

STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT H. LESSIN
WILLIAM J. MILLS, II
MICHAEL B. PANITCH
PAUL UNDERWOOD
By KEVIN E. KOPCZYNSKI
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors Number: 33-55073
of PaineWebber Incorporated:

DONALD B. MARRON
JOSEPH J. GRANO, JR.
By
ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Numbers:
33-41631 and
333-15919

ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085 and
Reynolds Inc.: 333-13039

RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)

R-7

EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
MAY 12, 1997

EQUITY INVESTOR FUND,
SELECT GROWTH PORTFOLIO 1997 SERIES B
DEFINED ASSET FUNDS
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS, INC.

C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 282-8500

Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Equity Investor Fund, Select Growth Portfolio 1997 Series B, Defined Asset Funds
(the 'Fund'), in connection with the issuance of units of fractional undivided
interest in the Fund (the 'Units') in accordance with the Trust Indenture
relating to the Fund (the 'Indenture').

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings 'Taxes' and 'Miscellaneous--Legal
Opinion.'

Very truly yours,

DAVIS POLK & WARDWELL

EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of Equity Investor Fund,
Select Growth Portfolio 1997 Series B, Defined Asset Funds:
We consent to the use in this Registration Statement No. 333-23143 of our
opinion dated May 12, 1997, relating to the Statement of Condition of Equity
Investor Fund Select Growth Portfolio 1997 Series B, Defined Asset Funds and to
the reference to us under the heading 'Miscellaneous--Auditors' in the
Prospectus which is part of this Registration Statement.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 12, 1997

<ARTICLE> 6

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