NUVEEN UNIT TRUSTS SERIES 1, S-6EL24/A, 1997-05-29

NUVEEN UNIT TRUSTS SERIES 1
S-6EL24/A, 1997-05-29

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<PAGE>

File No. 333-23671
40 Act File No. 811-08103

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
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: NUVEEN UNIT TRUST, SERIES 1

B. Name of Depositor: JOHN NUVEEN & CO. INCORPORATED

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

333 West Wacker Drive
Chicago, Illinois 60606

D. Name and complete address of agents for service:

JOHN NUVEEN & CO. INCORPORATED
Attention: Gifford R. Zimmerman
333 West Wacker Drive
Chicago, Illinois 60606

CHAPMAN AND CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603

It is proposed that this filing will become effective (check appropriate box)

: : immediately upon filing pursuant to paragraph (b)
- ----
: : on (date) pursuant to paragraph (b)
- ----
: : 60 days after filing pursuant to paragraph (a)
- ----
: : on (date) pursuant to paragraph (a) of rule 485 or 486
- ----

E. Title and amount of securities being registered: An indefinite number of
Units as permitted by Rule 24f-2.

F. Proposed maximum offering price to the public of the securities being
registered: Not presently determinable.

G. Amount of filing fee: $0.

H. Approximate date of proposed sale to the public: As soon as practicable
after the effective date of the Registration Statement.

: : Check box if it is proposed that this filing will become effective on
- ----
: : ______________ at 1:30 P.M. pursuant to Rule 487.
- ----

- --------------------------------------------------------------------------------
<PAGE>

NUVEEN UNIT TRUST, SERIES 1

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404(c) OF REGULATION CUNDER THE SECURITIES ACT OF 1933

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION 1 ASTO PROSPECTUS ON FORM S-6)
<TABLE>
<CAPTION>
<S> <C>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of trust ) Prospectus Cover Page
(b) Title of securities issued )
)
2. Name and address of Depositor ) Information About The Sponsor
)
3. Name and address of Trustee ) Information About The Sponsor
)
4. Name and address of principal Underwriter ) Information About The Sponsor
)
5. Organization of trust ) Nuveen Unit Trusts
)
6. Execution and termination of Trust Agreement ) Nuveen Unit Trusts
) Information About The Trustee
) Other Information
7. Changes of Name )
)
8. Fiscal Year )
)
9. Litigation )

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

10. General information regarding trust's ) Summary of Portfolios.
securities ) Composition of Trusts
) Distributions To Unitholders
) Redemption
) Removal of Securities From The Trusts
) Information About The Trustee
) Other Information
) Tax Status
)
)
11. Type of securities comprising units ) Nuveen Unit Trusts
) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
)
<PAGE>

12. Certain information regarding periodic )
payment certificates ) *
)

13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) Accrued Interest
) Estimated Long Term Return
) and Estimated Current Return
) Evaluation of Securities at
) the Initial Date Of Deposit
) Trust Operating Expenses
) Distributions To Unitholders
) Summary Of Portfolios
) Reports To Unitholders
)
)

(b) Certain information regarding periodic )
payment certificates ) *
)
)
(c) Certain percentages ) Public Offering Price
) Market For Units
) Estimated Long Term Return
) and Estimated Current Return
) Evaluation of Securities at the
) Initial Date Of Deposit
) Accrued Interest
)
)
(d) Certain other fees, etc. payable ) Evaluation of Securities at the Initial Date Of Deposit
by holders ) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)
(e) Certain profits received by depositor, ) Composition Of Trusts
principal underwriter, trustee or ) Purchase of Units by the Sponsor
affiliated persons )
)
(f) Ratio of annual charges to income ) *
)
14. Issuance of trust's securities ) Summary Of Portfolios
) Distributions To Unitholders
) How Certificates Are Issued
) Redemption
)
15. Receipt and handling of payments ) *
from purchasers )

2
<PAGE>

16. Acquisition and Disposition of ) Nuveen Unit Trusts
Underlying Securities ) Summary Of Portfolios
) Composition Of Trusts
) Redemption
) Removal of Securities from the Trusts
) Other Information
)
17. Withdrawal or redemption ) Market For Units
) Redemption
) Purchase of Units by the Sponsor
)
18. (a) Receipt and disposition of income ) Summary Of Portfolios
) Distributions to Unitholders
) Reports to Unitholders
)
(b) Reinvestment of distributions ) Accumulation Plan
)
(c) Reserves or special funds ) Summary Of Portfolios
) Distributions to Unitholders
)
(d) Schedule of distributions ) *
19. Records, accounts and reports ) Distributions to Unitholders
) Reports to Unitholders
)
20. Certain miscellaneous provisions of Trust Agreement ) Information About the Trustee
) Information About the Sponsor
) Other Information
)
21. Loans to security holders ) *
)
22. Limitations on liability ) Summary of Portfolios
) Composition of Trusts
) Information About the Trustee
)
23. Bond arrangements ) *
)
24. Other material provisions of Trust Agreement ) *
)

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of Depositor ) Information About the Sponsor
)
26. Fees received by Depositor ) *
)
27. Business of Depositor ) Information About the Sponsor
)
28. Certain information as to officials and ) *
affiliated persons of Depositor )
)
29. Voting Securities of Depositor ) Information About the Sponsor

<PAGE>

30. Persons controlling Depositor )
)
31. Payments by Depositor for certain services )
rendered to trust )
)
32. Payments by Depositor for certain other services ) *
rendered to trust )

33. Remuneration of employees of Depositor for certain )
services rendered to trust )
)
34. Remuneration of other persons for certain services )
rendered to trust )
)
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
)
35. Distribution of trust's securities by states ) *
)
36. Suspension of sales of trust's securities )
)
37. Revocation of authority to distribute )
)
38. (a) Method of distribution )
)
(b) Underwriting agreements ) Distribution of Units to the Public
)
(c) Selling agreement )
)
39. (a) Organization of principal underwriter ) Information About the Sponsor

(b) NASD membership of principal underwriter )
)
40. Certain fees received by principal underwriter ) *
)
41. (a) Business of principal underwriter )
)
(b) Branch offices of principal underwriter ) *
)
(c) Salesmen of principal underwriter )
)
42. Ownership of trust's securities by certain persons ) *
)
43. Certain brokerage commissions received ) *
by principal underwriter )

4
<PAGE>

44. (a) Method of valuation ) Essential Information
) Public Offering Price
) Evaluation of Securities at the Date Of Deposit
) Trust Operating Expenses
)
(b) Schedule as to offering price ) *
)
(c) Variation in offering price to certain persons ) Public Offering Price
) Accrued Interest
) Evaluation of Securities at the Date Of Deposit
)
45. Suspension of redemption rights ) *
)
46. (a) Redemption valuation ) Unit Value And Evaluation
) Redemption Without Charge
) Purchase of Units by the Sponsor
)
(b) Schedule as to redemption price ) *
)
47. Maintenance of position in underlying securities ) Public Offering Price
) Purchase of Units by the Sponsor
)
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
)
48. Organization and regulation of Trustee ) Information About the Trustee
)
49. Fees and expenses of Trustee ) Essential Information
) Trust Operating Expenses
)
50. Trustee's lien ) Trust Operating Expenses
) Distributions to Unitholders
)
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
)
51. Insurance of holders of trust's securities ) *
)

5
<PAGE>

VII. POLICY OF REGISTRANT
52. (a) Provisions of trust agreement with respect to ) Trust Operating Expenses
selection or elimination of underlying securities ) Redemption
) Removal of Securities from the Trusts
)
(b) Transactions involving elimination of underlying ) *
securities )
)
(c) Policy regarding substitution elimination of ) Summary Of Portfolios
underlying or securities ) Composition Of Trusts
) Removal of Securities
)
(d) Fundamental policy not otherwise covered ) *
)
53. Tax status of trust ) Tax Status
)
VIII. FINANCIAL AND STATISTICAL INFORMATION
)
54. Trust's securities during last ten years ) *
)
55. )
)
56. Certain information regarding periodic ) *
payment certificate )
)
57. )
)
58. )
)
</TABLE>
_______________________
*Inapplicable, omitted, answer negative or not required.

6
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

A. Bonding Arrangements of Depositor:

The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:

INSURER/POLICY NO. AMOUNT

United Pacific Insurance Co.
Reliance Insurance Company $10,000,000
B 74 92 20

Aetna Casualty and Surety
08 F10618BCA $10,000,000

St. Paul Insurance Co.
400 HC 1051 $ 6,000,000

B. This amendment of Registration Statement comprises the following papers and
documents:

The facing sheet

The Prospectus

The signatures

Consents of Independent Public
Accountants and Counsel as indicated

Exhibits as listed on page S-5

C. Explanatory Note

This Amendment No. 2 to the Registration Statement contains multiple
separate prospectuses. Each prospectus will relate to an individual unit
investment trust and will consist of a Part A, a Part B and an Information
Supplement. Each prospectus will be indentical with the exception of the
respective Part A which will contain the financial information specific to such
underlying unit investment trust.

D. Undertakings

1. With the exception of the information included in the appendices to
the Information Supplement, which will vary depending upon the make-up of a Fund
or updated to reflect current events, any amendment to a Fund's Information
Supplement will be subject to the review of the staff of the Securities and
Exchange Commission prior to distribution; and

2. The Information Supplement to the Trust will not include third party
financial information.

S-1
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trust, Series 1 has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Chicago and State of Illinois on the 29th day of
May, 1997.

NUVEEN UNIT TRUST, SERIES 1
(Registrant)

BY JOHN NUVEEN & CO. INCORPORATED
(Depositor)

By Thomas C. Muntz
-------------------------------
Vice President

Attest Morrison C. Warren
--------------------------
Assistant Secretary

S-2

<PAGE>

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

<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE* DATE

Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
Anthony T. Dean President, Chief Operating ) Larry W. Martin
Officer and Director ) ------------
) Larry W. Martin
) Attorney-in-Fact**
)
) May 29, 1997
John P. Amboian Chief Financial Officer and )
Executive Vice President )
)
O. Walter Renfftlen Vice President and Controller )
(Principal Accounting Officer) )
)
)
</TABLE>

_______________________
* The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.

** The powers of attorney for Messrs. Amboian, Renfftlen, Dean and
Schwertfeger were filed as Exhibit 6 to Form N-8B-2 (File No. 811-08103).

S-3
<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The consent of Arthur Andersen LLP to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment as Exhibit 4.4
to the Registration Statement.

CONSENT OF CHAPMAN AND CUTLER

The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement is contained in its opinions filed by
this amendment as Exhibits 3.1 and 3.2 to the Registration Statement.

CONSENT OF STANDARD & POOR'S, A DIVISION OF THE MCGRAW-HILL COMPANIES

The consent of Standard & Poor's Ratings Group to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment as
Exhibit 4.1 to the Registration Statement.

CONSENT OF KENNY S&P EVALUATION SERVICES

The consent of Kenny S&P Evaluation Services to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment as
Exhibit 4.2 to the Registration Statement.

CONSENT OF CARTER, LEDYARD & MILBURN

The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment as
Exhibit 3.4 to the Registration Statement.

S-4
<PAGE>

LIST OF EXHIBITS

1.1(a) Copy of Standard Terms and Conditions of Trust between John Nuveen
& Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee.

1.1(b) Trust Indenture and Agreement.

2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a) on
pages 2 to 8, inclusive, and incorporated herein by reference).

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

3.2(a)-(b) Opinion of counsel as to Federal income tax status of securities
being registered.

3.3(a)-(c) Opinion of counsel as to legality of securities being registered.

3.4(a)-(c) Opinion of counsel as to New York income tax status of securities
being registered.

4.1 Consent of Standard & Poor's, a division of The McGraw-Hill
Companies.

4.2 Consent of Kenny S&P Evaluation Services.

4.4 Consent of Arthur Andersen LLP.

6.1 List of Directors and Officers of Depositor and other related
information (incorporated by reference to Form S-6 [File No.
33-62325] filed on September 7, 1995 on behalf of Nuveen Tax-Free
Unit Trust, Series 823).

S-5

<PAGE>

<TABLE>
<S> <C>
NUVEEN Nuveen U.S.
Unit Trusts Treasury Trust,
Series 1
(Short-Term)

CUSIP: 67090E
109-MONTHLY
CUSIP: 67090E
117-QUARTERLY
CUSIP: 67090E
125-SEMI-ANNUAL
PROSPECTUS PART A DATED MAY 29, 1997
</TABLE>

A NUVEEN UNIT TRUST WITH AN AVERAGE DOLLAR-WEIGHTED MATURITY OF 2.7 YEARS FOR
INDIVIDUAL INVESTORS SEEKING CURRENT INTEREST INCOME CONSISTENT WITH
PRESERVATION OF CAPITAL AND INVESTMENT FLEXIBILITY PROVIDED BY A LADDERED
PORTFOLIO OF U.S. TREASURY OBLIGATIONS.

Overview

The trust listed above (the "Trust") is a unit investment trust designed to
provide current interest income consistent with preservation of capital and
investment flexibility. The Trust consists of a portfolio of U.S. Treasury
Obligations that are backed by the full faith and credit of the United States
Government. The Trust also passes through to Unitholders in all states the
exemption from state and local personal income taxes afforded to direct owners
of U.S. Treasury Obligations. In addition, the Trust is also available to
non-resident aliens, and the income from the Trust, provided certain conditions
are met, will be exempt from withholding for U.S. federal income tax for such
foreign investors.

THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE FIXED
INCOME TRUST PROSPECTUS -- PART B WHICH IS DATED MAY 29, 1997.

UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FDIC OR
ANY OTHER FEDERAL AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

<TABLE>
<S> <C>
Contents

1 OVERVIEW 5 INVESTING IN THE TRUST

2 TRUST SUMMARY AND FINANCIAL HIGHLIGHTS 5 Sales Charges

2 Essential Information 5 Dealer Concessions

3 Expense Information 5 GENERAL INFORMATION

4 TRUST STRATEGIES 5 Optional Features

4 Investment Objective 5 The Sponsor

4 How the Trust Selects Investments 6 SCHEDULE OF INVESTMENTS

4 RISK FACTORS 7 STATEMENT OF CONDITION

4 DISTRIBUTIONS AND TAXES 8 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

4 Interest and Principal Distributions

5 Tax Status
</TABLE>

------
1
<PAGE>
Nuveen U.S. Treasury Trust, Series 1 (Short-Term)

- -------------------------------------------------
ESSENTIAL INFORMATION

TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May 28, 1997

Initial Date of Deposit: May 29, 1997

Principal Amount of Securities: $1,500,000

Principal Amount (Par Value) of Securities per Unit(1)______________________$100

Number of Units: 15,000

Fractional Undivided Interest per Unit: 1/15,000

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

ESTIMATED RETURNS (2)

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

<TABLE>
<CAPTION>
CURRENT LONG-TERM
RETURN RETURN
<S> <C> <C>
- ----------------------------------------------------------
Monthly 5.47% 5.55%
Quarterly 5.51% 5.58%
Semi-Annual 5.53% 5.60%
</TABLE>

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

PUBLIC OFFERING PRICE (3)

Aggregate Offering Price of Securities: $1,477,666
Aggregate Offering Price of Securities per Unit: $98.51
Plus Maximum Sales Charge per Unit: $1.75
Public Offering Price per Unit: $100.26

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

ESTIMATED ANNUAL INCOME (4)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------------
Gross Annual Income per Unit: $ 5.7200 $ 5.7200 $ 5.7200
Less Annual Expense per Unit: $ .2332 $ .1972 $ .1777
Net Annual Income per Unit: $ 5.4868 $ 5.5228 $ 5.5423
</TABLE>

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

MATURITY (5)

Mandatory Termination Date: February 15, 2001

Dollar-Weighted Average Maturity: 2.7 years

The Trust is composed of a laddered portfolio of U.S. Treasury Obligations that
mature from February 15, 1999 through February 15, 2001.

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

CREDIT QUALITY
The U.S. Treasury Obligations underlying the Trust are direct obligations of the
United States and are backed by its full faith and credit, although the Units of
the Trust are not so backed. U.S. Treasury Obligations are not rated, but in the
opinion of the Sponsor have credit characteristics comparable to those of
securities rated "AAA" by nationally recognized rating agencies.

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

RATINGS
Units of the Trust have received a rating of "AAA" by Standard&Poor's. The
rating is applicable for the first 13 months following the Initial Date of
Deposit.

ESTIMATED CASH FLOWS

The tables below set forth the estimated distributions per Unit of interest and
principal to Unitholders under each plan of distribution. The tables assume no
changes in Trust expenses, no redemptions or sales of the underlying U.S.
Treasury Obligations prior to maturity and the receipt of all principal due upon
maturity. To the extent the foregoing assumptions change, actual distributions
will vary. There is no guarantee that the principal amount distributed to a
Unitholder by the Trust will be equivalent to the investor's original
investment.

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

<TABLE>
<S> <C> <C>
MONTHLY
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.4876
8/15/97-2/15/99 0.4572
2/22/99 $20.00
3/15/99-8/15/99 0.3777
8/22/99 20.00
9/15/99-2/15/00 0.2916
2/22/00 20.00
3/15/00-8/15/00 0.1974
8/22/00 20.00
9/15/00-1/15/01 0.0993
2/15/01 0.0497
2/22/01 20.00
QUARTERLY
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.4876
8/15/97 0.4602
11/15/97-2/15/99 1.3806
2/22/99 $20.00
5/15/99-8/15/99 1.1403
8/22/99 20.00
11/15/99-2/15/00 0.8802
2/22/00 20.00
5/15/00-8/15/00 0.5958
8/22/00 20.00
11/15/00 0.2997
2/15/01 0.2501
2/22/01 20.00
SEMI-ANNUAL
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.4876
11/15/97 1.8468
5/15/98-11/15/98 2.7702
2/22/99 $20.00
5/15/99 2.5290
8/22/99 20.00
11/15/99 2.0268
2/22/00 20.00
5/15/00 1.4814
8/22/00 20.00
11/15/00 0.8982
</TABLE>

------
2
<PAGE>
<TABLE>
<S> <C> <C>
2/15/01 0.2519
2/22/01 20.00
</TABLE>

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

------
3
<PAGE>
- --------------------------------------------------------------------------------
EXPENSE INFORMATION

SALES CHARGES (MAXIMUM) (6)

As a % of Public Offering Price: 1.75%
Amount per $1,000 invested $17.50

ESTIMATED ANNUAL OPERATING EXPENSES (7)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------------
Trustee's Fee: $ 1.6599 $ 1.2999 $ 1.1049
Sponsor's Evaluation Fee: $ 0.17 $ 0.17 $ 0.17
Organizational Costs (per
Unit)(8): $ .02455 $ .02455 $ .02455
Total Annual Expenses (per
Unit): $ .2332 $ .1972 $ .1777
</TABLE>

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

Notes to Essential Information and Expense Information:

All information provided is as of the day prior to the Initial Date of Deposit
and has been calculated for Unitholders receiving monthly, quarterly or
semi-annual distribution options.

(1) Because certain of the Securities in the Trust may from time to time be sold
or will mature in accordance with these terms, there is no guarantee that
the value of each Unit at the Trust's termination will be equal to the
Principal Amount (Par Value) of Securities per Unit stated above.

(2) The actual returns an investor will receive will vary due to the maturity,
exchange or sales of Securities, changes in fees and expenses, changes in
interest income, the market value of the Securities on the date an investor
purchases Units and how long Units are held. See "ESTIMATED LONG TERM RETURN
AND ESTIMATED CURRENT RETURN" in Part B of this Prospectus for information
concerning how Estimated Returns are calculated.

(3) The Public Offering Price will vary from that shown above due to changes in
the prices of the underlying Securities subsequent to the Initial Date of
Deposit. In addition to the Public Offering Price, investors must also pay
accrued interest from the preceding Record Date to, but not including, the
date of settlement (normally three business days after purchase). For Units
purchased on the Initial Date of Deposit, $.06 per Unit of accrued interest
will be added to the Public Offering Price. See "PUBLIC OFFERING PRICE" and
"ACCRUED INTEREST" both in Part B of this Prospectus for further
information.

(4) The Estimated Income figures reflected above are estimates determined as of
the business day prior to the Initial Date of Deposit and actual payments
may vary. It is anticipated that the amount of interest to be distributed
per Unit in each year will initially be substantially equal to the Estimated
Net Annual Interest Income per Unit provided. The amount of interest to be
distributed annually per Unit, will generally change as Securities are
redeemed, mature or are sold or as fees and expenses increase or decrease.
See "DISTRIBUTIONS TO UNITHOLDERS" in Part B of this Prospectus.

(5) The Mandatory Termination Date coincides with the maturity date of the
Security in the Trust's portfolio with the longest stated maturity. The
Trust may be terminated prior to the Mandatory Termination Date if all of
the Securities are redeemed or sold prior to their maturity dates or if the
principal value of the Trust is reduced below 20% of the aggregate principal
amount of Securities deposited in the Trust during the primary offering
period. See "OTHER INFORMATION -- TERMINATION OF INDENTURE" in Part B of
this Prospectus. The Dollar-Weighted Average Maturity of the Securities in
the Trust is calculated based upon the stated maturities of the Securities
in the Trust (or, with respect to Securities for which funds or securities
have been placed in escrow to redeem such Securities on a stated call date,
based upon such call date). The Dollar-Weighted Average Maturity may
increase or decrease from time to time as Securities mature or are called or
sold.

(6) The sales charge is reduced for certain purchasers and for single
transactions of at least 5,000 Units or $500,000 (whichever is more
favorable to the investor). See "Sales Charges" and "PUBLIC OFFERING PRICE"
in Part B of this Prospectus.

(7) The Trustees Fee and the Sponsor's Evaluation Fee are per $1,000 principal
amount of the underlying Securities in the Trust.

(8) The Trust (and therefore Unitholders) will bear all or a portion of its
organizational and offering costs (but not the expenses incurred in the
printing of preliminary and final prospectuses, nor the expenses incurred in
the preparation and printing of brochures and other advertising materials or
any other selling expenses), as is common for mutual funds. See "TRUST
OPERATING EXPENSES" in Part B of this Prospectus and "Statement of
Condition."

------
4
<PAGE>
Trust Strategies

INVESTMENT OBJECTIVE

The Trust is designed to provide current interest income consistent with
preservation of capital and investment flexibility. There is no assurance that
the Trust will achieve its investment objective.

INVESTMENT PHILOSOPHY

The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a laddered portfolio of
8 U.S. Treasury Obligations with varying yields and maturities. The Trust is
designed to help protect investors against changing interest rates by seeking to
return approximately 20% of the principal amount of the Trust semi-annually,
commencing in February 15, 1999.

INVESTOR SUITABILITY

The Trust is a suitable investment for safety-conscious investors seeking:

- - Attractive, dependable income exempt from state and local personal income
taxes;

- - Preserve investment capital over time through owning government-guaranteed
U.S. Treasuries;

- - Reduced interest rate risk through owning a laddered portfolio;

- - Income exempt from U.S. withholding for foreign (non-resident) investors that
meet certain conditions;

- - Nuveen's professional securities selection;

- - Predictable payment of principal.

The Trust is not a suitable investment for individuals seeking to:

- - Pursue an aggressive high-growth investment strategy;

- - Invest in a long-term investment product.

HOW THE TRUST SELECTS INVESTMENTS

The Trust consists of a portfolio of U.S. Treasury Obligations with differing
maturities which have a dollar-weighted average maturity of 2.7 years.

In selecting U.S. Treasury Obligations (the "Securities") for deposit in the
Trust, the following factors, among others, were considered by the Sponsor: (a)
the types of such obligations available; (b) the prices and yields of such
obligations relative to other comparable obligations, including the extent to
which such obligations are traded at a premium or discount from par; and (c) the
maturities of such obligations. A description of the U.S. Treasury Obligations
included in the Trust are set forth in the "Schedule of Investments," below.

Risk Factors

An investment in Units of the Trust should be made with an understanding of the
risks which an investment in fixed rate debt obligations may entail. These
include the risk that the value of the U.S. Treasury Obligations and the Units
will decline with increases in interest rates. Although in recent years interest
rates have been relatively stable, the high inflation of prior years, together
with the fiscal measures adopted to attempt to deal with it, have resulted in
wide fluctuations in interest rates and, thus, in the value of fixed rate debt
obligations generally. The Sponsor cannot predict whether such fluctuations will
continue in the future. As such, there is no guarantee that the Trust will
achieve its objectives.

Certain of the Securities included in the Trust may be original issue discount
securities or "zero coupon" securities, as noted in the "Schedule of
Investments." These Securities are subject to greater price fluctuations with
changing interest rates and contain additional risks set forth in "RISK FACTORS"
in Part B of this Prospectus.

Distributions and Taxes

INTEREST AND PRINCIPAL DISTRIBUTIONS

The Trustee of the Trust (The Chase Manhattan Bank) will collect principal and
interest on the Securities as it comes due and hold such amounts for
distribution to Unitholders. The amount of the estimated Net Annual Income per
Unit under each plan of distribution, as set forth under "Essential Information
- -- Estimated Annual Income" assumes that all of the Securities are delivered to
the Trust. See "COMPOSITION OF TRUSTS" appearing in Part B of this Prospectus.
The amount of each Interest Distribution on a per Unit basis under each plan of
distribution will decrease as the underlying Securities mature or are sold.
Interest income does not include accretion of original issue discount on "zero
coupon" Securities. See "RISK FACTORS" in Part B of this Prospectus.
Distributions of income will be paid by the Trustee under each plan of
distribution to Unitholders on
the respective Distribution Dates to Unitholders of record on the applicable
Record Dates as set forth under "DISTRIBUTIONS TO UNITHOLDERS" in Part B of this
Prospectus. Distributions of principal will be paid within five business days
after a Security matures to Unitholders of record on such maturity date.

------
5
<PAGE>

There is no guarantee that the principal amount distributed to a Unitholder by
the Trust will be equivalent to the investor's original investment.

The amount of interest you will receive on an annual basis will be reduced by
the expenses of the Trust and will generally change as Securities mature or are
sold or as fees and expenses increase or decrease.

TAX STATUS

The Trust passes through to Unitholders in all states the exemption from state
and local personal income taxes afforded to direct owners of U.S. Treasury
Obligations. In addition, for non-resident aliens, income from the Trust will be
exempt from withholding for U.S. federal income tax, PROVIDED certain conditions
are met. See "TAX STATUS" in Part B of this Prospectus for further tax
information.

Investing in the Trust

SALES CHARGES

The maximum sales charge of 1.75% applies only to purchases of less than 5,000
Units. Sales charges for larger single transactions during the primary offering
period are as follows:
- ----------------------------------------------

PRIMARY MARKET SALES CHARGE

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE INVESTED
- -------------------------------------- ------------- -----------
<S> <C> <C>
Less than 5,000....................... 1.75% 1.781%
5,000 but less than 10,000............ 1.50 1.523
10,000 or more........................ 1.25 1.266
Wrap Accounts......................... 0.75 0.756
</TABLE>

*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$500,000, 10,000 Units to $1 million etc., and will be applied on that basis
which is more favorable to the purchaser.

The maximum sales charge assessed on Units sold in secondary market transactions
is 1.4% and may be reduced based upon the dollar amount purchased and the
maturities of the Securities. Certain classes of investors are entitled to
purchase Units at a reduced sales charge. See "PUBLIC OFFERING PRICE" in Part B
of this Prospectus.

DEALER CONCESSIONS

The Sponsor plans to allow a discount to dealer firms in connection with the
primary distribution of Units and also in secondary market transactions. The
primary market discounts, based on number of Units sold, are as follows:

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

PRIMARY MARKET DEALER CONCESSIONS

<TABLE>
<CAPTION>
DISCOUNT PER
NUMBER OF UNITS* UNIT
- ------------------------------------------------ -------------
<S> <C>
Less than 5,000................................. $ 1.00
5,000 but less than 10,000...................... 0.90
10,000 or more.................................. 0.75
Wrap Accounts................................... 0.00
</TABLE>

The maximum dealer concessions on secondary market purchases of Trust Units
through the Sponsor is .910% and may be reduced based upon the dollar amount
purchased and the maturities of the Securities. See "DISTRIBUTIONS OF UNITS TO
THE PUBLIC" in Part B of this Prospectus.

General Information

OPTIONAL FEATURES

REDEMPTIONS

Units may be redeemed on any business day at no charge. Units are redeemed at
their current market value. See "REDEMPTION" in Part B of this Prospectus.

LETTER OF INTENT (LOI)

Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
The minimum LOI investment is $50,000. See "PUBLIC OFFERING PRICE" in Part B of
this Prospectus.

REINVESTMENT

Interest income and returned principal can be reinvested with no sales charge
into Nuveen mutual or money market funds. See "ACCUMULATION PLAN" in Part B of
this Prospectus. For more information obtain a prospectus from your financial
advisor.

THE SPONSOR

Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. More than 1.3 million
investors have entrusted Nuveen to help them maintain the life-style they
currently enjoy.

The prospectus describes in detail the investment objectives, policies and risks
of this unit trust. We invite you to discuss the contents with your financial
adviser, or you may call us at 800-257-8787 for additional information.

------
6
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN U.S. TREASURY TRUST, SERIES 1 (SHORT-TERM)
(Nuveen Unit Trust, Series 1)
Schedule of Investments at the Initial Date of Deposit, May 29, 1997

<TABLE>
<CAPTION>
FACE
AMOUNT DESCRIPTION COUPON MATURITY
<C> <C> <S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
$ 240,000 U.S. Treasury Note 7.75% Due 2/15/01
300,000 U.S. Treasury Note 5.00% Due 2/15/99
270,000 U.S. Treasury Note 6.00% Due 8/15/99
300,000 U.S. Treasury Note 5.875% Due 2/15/00
210,000 U.S. Treasury Note 8.75% Due 8/15/00
30,000 U.S. Treasury Securities, Stripped Interest Payments 0.00% Due 8/15/99
90,000 U.S. Treasury Securities, Stripped Interest Payments 0.00% Due 8/15/00
60,000 U.S. Treasury Securities, Stripped Interest Payments 0.00% Due 2/15/01
- -----------
$ 1,500,000
- -----------
- -----------

<CAPTION>
TRUSTEE'S
AMOUNT PRICE(1)
<C> <C>
- --------------------------------------------
$ 240,000 $ 249,326
300,000 294,147
270,000 268,129
300,000 295,914
210,000 223,497
30,000 26,131
90,000 73,306
60,000 47,216
---------------
- -----------
$ 1,477,666
$ 1,500,000
---------------
---------------
- -----------
- -----------
</TABLE>

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

(1) The Sponsor's contracts to purchase U.S. Treasury Obligations were entered
into on May 28, 1997. Other information regarding the U.S. Treasury
Obligations in the Trust on the Date of Deposit is as follows:

<TABLE>
<CAPTION>
ANNUAL
PROFIT INTEREST BID PRICE
COST TO (OR LOSS) INCOME TO OF
TRUST SPONSOR TO SPONSOR TRUST SECURITIES
- -------------------------------------------------------------------- ----------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Nuveen U.S. Treasury Trust, Series 1 (Short-Term)................... $ 1,477,529 $ 137 $ 85,800 $ 1,475,791
</TABLE>

In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is .13%.

(2) This Security has been purchased at a deep discount from the par value
because there is no stated interest income thereon. Securities which pay no
interest are normally described as "zero coupon" securities. Over the life
of Securities purchased at a deep discount the value of such Securities
will increase such that upon maturity the holders of such securities will
receive 100% of the principal amount thereof.

------
7
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN U.S. TREASURY TRUST, SERIES 1 (SHORT-TERM)
(Nuveen Unit Trust, Series 1)
Statement of Condition at the Initial Date of Deposit, May 29, 1997

<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's contracts to purchase Securities, backed by an irrevocable letter of
credit(1)(2)................................................................. $1,477,666
Accrued interest to May 29, 1997 on underlying Securities(1)................... 24,267
Organizational costs(3)........................................................ 22,000
----------
Total............................................................. $1,523,933
----------
----------

LIABILITIES AND INTEREST OF UNITHOLDERS

LIABILITIES:
Accrued interest to May 29, 1997 on underlying Securities(4)............... $ 24,267
Accrued organizational costs(3)............................................ 22,000
----------
Total............................................................. $ 46,267
----------
----------

INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding (15,000)
Cost to investors(5)....................................................... $1,503,983
Less: Gross underwriting commission(6)................................. (26,317)
----------
Net amount applicable to investors......................................... $1,477,666
----------
Total............................................................. $1,523,933
----------
----------
</TABLE>

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

(1) Represented by contracts to purchase Securities which include "when issued"
or "regular way" or "delayed delivery" contracts for which an irrevocable
letter of credit issued by a major commercial bank has been deposited with
the Trustee on the Initial Date of Deposit. The amount of such letter of
credit and any cash deposited exceeds the amount necessary for the purchase
of the Securities plus accrued interest to the Initial Date of Deposit. At
the Initial Date of Deposit, Securities may have been delivered to the
Sponsor pursuant to certain of these contracts; the Sponsor has assigned to
the Trustee all of its rights, title and interest in and to such Securities.

(2) Aggregate value (at offering prices) as of the Initial Date of Deposit of
the Securities listed under "SCHEDULE OF INVESTMENTS" herein, and their
aggregate cost to the Trusts are the same. Such offering prices were
determined by Kenny S&P Evaluation Services, a division of J.J. Kenny Co.,
Inc., as of the close of business on the business day prior to the Initial
Date of Deposit. (See "EVALUATION OF SECURITIES AT THE INITIAL DATE OF
DEPOSIT" in Part B of this Prospectus.)

(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the Trust.

(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Securities' interest as of the Initial Date of Deposit.

(5) Aggregate Public Offering Price (exclusive of accrued interest) computed as
set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.

(6) The gross underwriting commission of 1.75% of the Public Offering Price has
been calculated on the assumption that the Units sold are not subject to a
reduction of sales charge for quantity purchases. In single transactions
involving 5,000 Units or more, the sales charge is reduced. (See "PUBLIC
OFFERING PRICE" in Part B of this Prospectus.)

------
8
<PAGE>
Report of Independent Public Accountants

TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
NUVEEN UNIT TRUST, SERIES 1:

We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of Nuveen
Unit Trust, Series 1 (Nuveen U.S. Treasury Trust, Series 1 (Short-Term)), as of
May 29, 1997. These financial statements are the responsibility of the Sponsor.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the purchase of
securities, described in Note (1) to the statement of condition, by
correspondence with the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects, the
financial position of Nuveen Unit Trust, Series 1 (Nuveen U.S. Treasury Trust,
Series 1 (Short-Term)) as of May 29, 1997, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois
May 29, 1997.

------
9
<PAGE>

<TABLE>
<S> <C>
NUVEEN Nuveen U.S.
Unit Trusts Treasury Trust,
Series 2
(Intermediate)

CUSIP: 67090E
133-MONTHLY
CUSIP: 67090E
141-QUARTERLY
CUSIP: 67090E
158-SEMI-ANNUAL
PROSPECTUS PART A DATED MAY 29, 1997
</TABLE>

A NUVEEN UNIT TRUST WITH AN AVERAGE DOLLAR-WEIGHTED MATURITY OF 5.2 YEARS FOR
INDIVIDUAL INVESTORS SEEKING CURRENT INTEREST INCOME CONSISTENT WITH
PRESERVATION OF CAPITAL AND INVESTMENT FLEXIBILITY PROVIDED BY A LADDERED
PORTFOLIO OF U.S. TREASURY OBLIGATIONS.

Overview

THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE FIXED
INCOME TRUST PROSPECTUS -- PART B WHICH IS DATED MAY 29, 1997.

<TABLE>
<S> <C>
Contents

1 OVERVIEW 5 INVESTING IN THE TRUST

2 TRUST SUMMARY AND FINANCIAL HIGHLIGHTS 5 Sales Charges

2 Essential Information 5 Dealer Concessions

3 Expense Information 5 GENERAL INFORMATION

4 TRUST STRATEGIES 5 Optional Features

4 Investment Objective 5 The Sponsor

4 How the Trust Selects Investments 6 SCHEDULE OF INVESTMENTS

4 RISK FACTORS 7 STATEMENT OF CONDITION

4 DISTRIBUTIONS AND TAXES 8 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

4 Interest and Principal Distributions

5 Tax Status
</TABLE>

------
1
<PAGE>
Nuveen U.S. Treasury Trust, Series 2 (Intermediate)

- -------------------------------------------------
ESSENTIAL INFORMATION

TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May 28, 1997

Initial Date of Deposit: May 29, 1997

Principal Amount of Securities: $1,500,000

Principal Amount (Par Value) of Securities per Unit(1)______________________$100

Number of Units: 15,000

Fractional Undivided Interest per Unit: 1/15,000

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

ESTIMATED RETURNS (2)

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

<TABLE>
<CAPTION>
CURRENT LONG-TERM
RETURN RETURN
<S> <C> <C>
- ----------------------------------------------------------
Monthly 5.99% 6.04%
Quarterly 6.03% 6.07%
Semi-Annual 6.05% 6.09%
</TABLE>

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

PUBLIC OFFERING PRICE (3)

Aggregate Offering Price of Securities: $1,473,629
Aggregate Offering Price of Securities per Unit: $98.24
Plus Maximum Sales Charge per Unit: $1.75
Public Offering Price per Unit: $99.99

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

ESTIMATED ANNUAL INCOME (4)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------------
Gross Annual Income per Unit: $ 6.2638 $ 6.2638 $ 6.2638
Less Annual Expense per Unit: $ .2747 $ .2387 $ .2192
Net Annual Income per Unit: $ 5.9891 $ 6.0251 $ 6.0446
</TABLE>

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

MATURITY (5)

Mandatory Termination Date: August 15, 2003

Dollar-Weighted Average Maturity: 5.2 years

The Trust is composed of a laddered portfolio of U.S. Treasury Obligations that
mature from August 15, 2001 through August 15, 2003.

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

RATINGS
Units of the Trust have received a rating of "AAA" by Standard&Poor's. The
rating is applicable for the first 13 months following the Initial Date of
Deposit.

ESTIMATED CASH FLOWS

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

<TABLE>
<S> <C> <C>
MONTHLY
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.5321
8/15/97-8/15/01 0.4989
8/22/01 $20.00
9/15/01-3/15/02 0.3921
3/07/02 20.00
4/15/02-6/15/02 0.2925
7/15/02-8/15/02 0.2931
8/22/02 20.00
9/15/02-2/15/03 0.1914
2/22/03 20.00
3/15/03-7/15/03 0.0915
8/15/03 0.0457
8/22/03 20.00
QUARTERLY
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.5321
8/15/97 0.5019
11/15/97-8/15/01 1.5057
8/22/01 $20.00
11/15/01-2/15/02 1.1835
3/07/02 20.00
5/15/02 0.9828
8/15/02 0.8838
8/22/02 20.00
11/15/02-2/15/03 0.5778
2/22/03 20.00
5/15/03 0.2763
8/15/03 0.2305
8/22/03 20.00
SEMI-ANNUAL
INTEREST PRINCIPAL
DISTRIBU- DISTRIBU-
DATES TION TION
- ---------------------------------------------------
7/15/97 $0.5321
11/15/97 2.0148
5/15/98-5/15/01 3.0222
8/22/01 $20.00
11/15/01 2.6982
3/07/02 20.00
5/15/02 2.1726
8/22/02 20.00
11/15/02 1.4670
2/22/03 20.00
5/15/03 0.8568
</TABLE>

------
2
<PAGE>
<TABLE>
<S> <C> <C>
8/15/03 0.2323
8/22/03 20.00
</TABLE>

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

------
3
<PAGE>
- --------------------------------------------------------------------------------
EXPENSE INFORMATION

SALES CHARGES (MAXIMUM) (6)

As a % of Public Offering Price: 1.75%
Amount per $1,000 invested $17.50

ESTIMATED ANNUAL OPERATING EXPENSES (7)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------------
Trustee's Fee: $ 2.0798 $ 1.7198 $ 1.5248
Sponsor's Evaluation Fee: $ 0.17 $ 0.17 $ 0.17
Organizational Costs (per
Unit)(8): $ .02400 $ .02400 $ .02400
Total Annual Expenses (per
Unit): $ .2747 $ .2387 $ .2192
</TABLE>

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

Notes to Essential Information and Expense Information:

All information provided is as of the day prior to the Initial Date of Deposit
and has been calculated for Unitholders receiving monthly, quarterly or
semi-annual distribution options.

(3) The Public Offering Price will vary from that shown above due to changes in
the prices of the underlying Securities subsequent to the Initial Date of
Deposit. In addition to the Public Offering Price, investors must also pay
accrued interest from the preceding Record Date to, but not including, the
date of settlement (normally three business days after purchase). For Units
purchased on the Initial Date of Deposit, $.07 per Unit of accrued interest
will be added to the Public Offering Price. See "PUBLIC OFFERING PRICE" and
"ACCRUED INTEREST" both in Part B of this Prospectus for further
information.

(7) The Trustees Fee and the Sponsor's Evaluation Fee are per $1,000 principal
amount of the underlying Securities in the Trust.

------
4
<PAGE>
Trust Strategies

INVESTMENT OBJECTIVE

INVESTMENT PHILOSOPHY

The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a laddered portfolio of
6 U.S. Treasury Obligations with varying yields and maturities. The Trust is
designed to help protect investors against changing interest rates by seeking to
return approximately 20% of the principal amount of the Trust semi-annually,
commencing in August 15, 2001.

INVESTOR SUITABILITY

The Trust is a suitable investment for safety-conscious investors seeking:

- - Attractive, dependable income exempt from state and local personal income
taxes;

- - Preserve investment capital over time through owning government-guaranteed
U.S. Treasuries;

- - Reduced interest rate risk through owning a laddered portfolio;

- - Income exempt from U.S. withholding for foreign (non-resident) investors that
meet certain conditions;

- - Nuveen's professional securities selection;

- - Predictable payment of principal.

The Trust is not a suitable investment for individuals seeking to:

- - Pursue an aggressive high-growth investment strategy;

- - Invest in a long-term investment product.

HOW THE TRUST SELECTS INVESTMENTS

The Trust consists of a portfolio of U.S. Treasury Obligations with differing
maturities which have a dollar-weighted average maturity of 5.2 years.

Risk Factors

Distributions and Taxes

INTEREST AND PRINCIPAL DISTRIBUTIONS

The Trustee of the Trust (The Chase Manhattan Bank) will collect principal and
interest on the Securities as it comes due and hold such amounts for
distribution to Unitholders. The amount of the estimated Net Annual Income per
Unit under each plan of distribution, as set forth under "Essential Information
- -- Estimated Annual Income" assumes that all of the Securities are delivered to
the Trust. See "COMPOSITION OF TRUSTS" appearing in Part B of this Prospectus.
The amount of each Interest Distribution on a per Unit basis under each plan of
distribution will decrease as the underlying Securities mature or are sold.
Interest income does not include accretion of original issue discount on "zero
coupon" Securities. See "RISK FACTORS" in Part B of this Prospectus.
Distributions of income will be paid by the Trustee under each plan of
distribution to Unitholders on the respective Distribution Dates to Unitholders
of record on the applicable Record Dates as set forth under "DISTRIBUTIONS TO
UNITHOLDERS" in Part B of this Prospectus. Distributions of principal will be
paid within five business days after a Security matures to Unitholders of record
on such maturity date.

------
5
<PAGE>

There is no guarantee that the principal amount distributed to a Unitholder by
the Trust will be equivalent to the investor's original investment.

TAX STATUS

Investing in the Trust

SALES CHARGES

PRIMARY MARKET SALES CHARGE

The maximum sales charge assessed on Units sold in secondary market transactions
is 1.9% and may be reduced based upon the dollar amount purchased and the
maturities of the Securities. Certain classes of investors are entitled to
purchase Units at a reduced sales charge. See "PUBLIC OFFERING PRICE" in Part B
of this Prospectus.

DEALER CONCESSIONS

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

PRIMARY MARKET DEALER CONCESSIONS

The maximum dealer concessions on secondary market purchases of Trust Units
through the Sponsor is 1.235% and may be reduced based upon the dollar amount
purchased and the maturities of the Securities. See "DISTRIBUTIONS OF UNITS TO
THE PUBLIC" in Part B of this Prospectus.

General Information

OPTIONAL FEATURES

REDEMPTIONS

Units may be redeemed on any business day at no charge. Units are redeemed at
their current market value. See "REDEMPTION" in Part B of this Prospectus.

LETTER OF INTENT (LOI)

REINVESTMENT

THE SPONSOR

------
6
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN U.S. TREASURY TRUST, SERIES 2 (INTERMEDIATE)
(Nuveen Unit Trust, Series 1)
Schedule of Investments at the Initial Date of Deposit, May 29, 1997

<TABLE>
<CAPTION>
FACE AMOUNT DESCRIPTION COUPON MATURITY
<C> <C> <S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
$ 300,000 U.S. Treasury Note 6.25% Due 2/28/02
255,000 U.S. Treasury Note 7.875% Due 8/15/01
300,000 U.S. Treasury Note 6.375% Due 8/15/02
300,000 U.S. Treasury Note 6.25% Due 2/15/03
300,000 U.S. Treasury Note 5.75% Due 8/15/03
45,000 U.S. Treasury Securities, Stripped Interest Payments 0.00% Due 8/15/01
- -----------
$ 1,500,000
- -----------
- -----------

<CAPTION>
TRUSTEE'S
<C> <C>
- --------------------------------------------
$ 300,000 $ 295,545
255,000 266,832
300,000 296,808
300,000 294,309
300,000 285,900
45,000 34,235
---------------
- -----------
$ 1,473,629
$ 1,500,000
---------------
---------------
- -----------
- -----------
</TABLE>

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

<TABLE>
<CAPTION>
ANNUAL
PROFIT INTEREST BID PRICE
COST TO (OR LOSS) INCOME TO OF
TRUST SPONSOR TO SPONSOR TRUST SECURITIES
- -------------------------------------------------------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Nuveen U.S. Treasury Trust, Series 1 (Intermediate)................. $ 1,474,183 $ (554) $ 93,956 $ 1,471,754
</TABLE>

In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is .13%.

------
7
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN U.S. TREASURY TRUST, SERIES 2 (INTERMEDIATE)
(Nuveen Unit Trust, Series 1)
Statement of Condition at the Initial Date of Deposit, May 29, 1997

<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's contracts to purchase Securities, backed by an irrevocable letter of
credit(1)(2)................................................................. $1,473,629
Accrued interest to May 29, 1997 on underlying Securities(1)................... 26,060
Organizational costs(3)........................................................ 30,000
----------
Total............................................................. $1,529,689
----------
----------

LIABILITIES AND INTEREST OF UNITHOLDERS

LIABILITIES:
Accrued interest to May 29, 1997 on underlying Securities(4)............... $ 26,060
Accrued organizational costs(3)............................................ 30,000
----------
Total............................................................. $ 56,060
----------
----------

INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding (15,000)
Cost to investors(5)....................................................... $1,499,874
Less: Gross underwriting commission(6)................................. (26,245)
----------
Net amount applicable to investors......................................... $1,473,629
----------
Total............................................................. $1,529,689
----------
----------
</TABLE>

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

(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the Trust.

(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Securities' interest as of the Initial Date of Deposit.

(5) Aggregate Public Offering Price (exclusive of accrued interest) computed as
set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.

------
8
<PAGE>
Report of Independent Public Accountants

TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
NUVEEN UNIT TRUST, SERIES 1:

We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of Nuveen
Unit Trust, Series 1 (Nuveen U.S. Treasury Trust, Series 2 (Intermediate)), as
of May 29, 1997. These financial statements are the responsibility of the
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects, the
financial position of Nuveen Unit Trust, Series 1 (Nuveen U.S. Treasury Trust,
Series 2 (Intermediate)) as of May 29, 1997, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois
May 29, 1997.

------
9
<PAGE>

<TABLE>
<S> <C>
NUVEEN Nuveen Insured
Unit Trusts Corporate Trust,
Series 1
(Long-Term)

CUSIP: 67090A
107-MONTHLY
CUSIP: 67090A
115-QUARTERLY
CUSIP: 67090A
123-SEMI-ANNUAL
PROSPECTUS PART A DATED MAY 29, 1997
</TABLE>

A NUVEEN UNIT TRUST WITH AN AVERAGE DOLLAR-WEIGHTED MATURITY OF 30.2 YEARS FOR
INDIVIDUAL INVESTORS SEEKING A HIGH LEVEL OF CURRENT INTEREST INCOME CONSISTENT
WITH PRESERVATION OF CAPITAL PROVIDED BY A PORTFOLIO PRIMARILY COMPOSED OF
INSURED CORPORATE DEBT OBLIGATIONS ISSUED BY UTILITY COMPANIES. THE TRUST MAY
ALSO CONTAIN ZERO COUPON U.S. TREASURY OBLIGATIONS.

Overview

The trust listed above (the "Trust") is a unit investment trust designed to
provide a high level of current income consistent with preservation of capital,
through investment in a portfolio consisting primarily of corporate debt
obligations issued by utility companies and zero coupon U.S. Treasury
Obligations which will represent less than 20% of the principal amount of
securities deposited in the Trust (collectively, the "Bonds"). Insurance
guaranteeing the scheduled payment of principal and interest on all of the
Corporate Bonds in the Trust has been obtained directly by the issuer of such
Bonds or by the Sponsor from MBIA Insurance Corporation. THE INSURANCE DOES NOT
RELATE TO THE UNITS OFFERED HEREBY OR TO THEIR MARKET VALUE. As a result of such
insurance, the Corporate Bonds are rated "AAA" by Standard & Poor's. In
addition, the Trust is also available to non-resident aliens, and the income
from the Trust, provided certain conditions are met, will be exempt from
withholding for U.S. federal income tax for such foreign investors.

THIS PART A PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY THE FIXED
INCOME TRUST PROSPECTUS -- PART B WHICH IS DATED MAY 29, 1997.

<TABLE>
<S> <C>
Contents
1 OVERVIEW 5 INVESTING IN THE TRUST
2 TRUST SUMMARY AND FINANCIAL HIGHLIGHTS 5 Sales Charges
2 Essential Information 6 Dealer Concessions
3 Expense Information 6 GENERAL INFORMATION
4 TRUST STRATEGIES 6 Optional Features
4 Investment Objective 6 The Sponsor
4 How the Trust Selects Investments 7 SCHEDULES OF INVESTMENT
4 RISK FACTORS 8 STATEMENT OF CONDITION
4 DISTRIBUTIONS AND TAXES 9 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
4 Interest and Principal Distributions
5 Tax Status
</TABLE>

------
1
<PAGE>

Nuveen Insured Corporate Trust, Series 1

- --------------------------------------------
ESSENTIAL INFORMATION

TRUST SUMMARY AND FINANCIAL HIGHLIGHTS as of May 28, 1997

Initial Date of Deposit: May 29, 1997

Principal Amount of Securities: $4,000,000

Principal Amount (Par Value) of Securities per Unit(1)__________________$100

Number of Units: 40,000

Fractional Undivided Interest per Unit: 1/40,000

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

ESTIMATED RETURNS (2)

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

<TABLE>
<CAPTION>
CURRENT LONG-TERM
RETURN RETURN
<S> <C> <C>
- ----------------------------------------------------
Monthly 7.14% 7.25 %
Quarterly 7.18% 7.29 %
Semi-Annual 7.20% 7.31 %
</TABLE>

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

PUBLIC OFFERING PRICE (3)

Aggregate Offering Price of Securities: $3,809,530

Aggregate Offering Price of Securities per Unit: $95.24

Plus Maximum Sales Charge per Unit: $4.91

Public Offering Price per Unit: $100.15

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

ESTIMATED ANNUAL INCOME (4)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------
Gross Annual Income per
Unit: $ 7.4000 $ 7.4000 $ 7.4000
Less Annual Expense per
Unit: $ .2461 $ .2101 $ .1906
Net Annual Income per
Unit: $ 7.1539 $ 7.1899 $ 7.2094
</TABLE>

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

ESTIMATED INTEREST DISTRIBUTIONS (4)

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

<TABLE>
<CAPTION>
PAYMENT
DATE PAYMENT
<S> <C> <C>
- ----------------------------------------------------
Initial Distributions
(all plans) 7/15/97 $ .6358
Monthly Plan 8/15/97 $ .5961
Quarterly Plan
Partial Payment 8/15/97 $ .5991
Normal Payment 11/15/97 $ 1.7973
Semi-Annual Plan
Partial Payment 11/15/97 $ 2.4024
Normal Payment 5/15/98 $ 3.6036
</TABLE>

MATURITY (5)

Mandatory Termination Date:
September 15, 2033

Dollar-Weighted Average Maturity: 30.2 years

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

INSURANCE

All of the Corporate Bonds in the Trust are insured either by the issuer of the
Corporate Bonds or by the Sponsor under a financial guaranty insurance policy
obtained from MBIA Insurance Corporation ("MBIA"). The insurance guarantees the
scheduled payment of principal and interest on all of the Corporate Bonds in the
Trust. It does not guarantee the market value of the Bonds or the value of the
Units of the Trust. See "INSURANCE ON THE CORPORATE BONDS" in Part B of this
Prospectus for further information. Any U.S. Treasury Obligations in the Trust
are not insured.

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

RATINGS

Corporate Bonds in the Trust for which insurance has been obtained by the issuer
or the Sponsor have been rated "AAA" by Standard & Poor's and "Aaa" by Moody's.

------
2
<PAGE>
- --------------------------------------------------------------------------------
EXPENSE INFORMATION

SALES CHARGES (MAXIMUM) (6)

As a % of Public Offering Price: 4.90%
Amount per $1,000 invested $49.00

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

ESTIMATED ANNUAL OPERATING EXPENSES (7)

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

<TABLE>
<CAPTION>
SEMI-
MONTHLY QUARTERLY ANNUAL
<S> <C> <C> <C>
- ----------------------------------------------------
Trustee's Fee: $ 1.7910 $ 1.4310 $ 1.2360
Sponsor's Evaluation Fee: $ 0.17 $ 0.17 $ 0.17
Organizational Expenses
(per Unit)(8): $ .02566 $ .02566 $ .02566
Total Annual Expenses (per
Unit): $ .2461 $ .2101 $ .1906
</TABLE>

- --------------------------------------------------------------------------------
Notes to Essential Information and Expense Information:

All information provided is as of the day prior to the Initial Date of Deposit
and has been calculated for Unitholders receiving monthly, quarterly or
semi-annual distribution options.

(1) Because certain of the Bonds in the Trust may from time to time be sold or
redeemed or will be called or mature in accordance with their terms, there
is no guarantee that the value of each Unit at the Trust's termination will
be equal to the Principal Amount (Par Value) of Securities per Unit stated
above.

(2) The actual returns an investor will receive will vary due to the maturity,
redemption, call, exchange or sales of Bonds, changes in fees and expenses,
changes in interest income, the market value of the Bonds on the date an
investor purchases Units and how long Units are held. See "ESTIMATED LONG
TERM RETURN AND ESTIMATED CURRENT RETURN" in Part B of this Prospectus for
information concerning how Estimated Returns are calculated.

(3) The Public Offering Price will vary from that shown above due to changes in
the prices of the underlying Bonds subsequent to the Initial Date of
Deposit. In addition to the Public Offering Price, investors must also pay
accrued interest from the preceding Record Date to, but not including, the
date of settlement (normally three business days after purchase). For Units
purchased on the Initial Date of Deposit, $.08 per Unit of accrued interest
will be added to the Public Offering Price. See "PUBLIC OFFERING PRICE" and
"ACCRUED INTEREST" both in Part B of this Prospectus for further
information.

(4) The Estimated Income figures reflected above are estimates determined as of
the business day prior to the Initial Date of Deposit and actual payments
may vary. It is anticipated that the amount of interest to be distributed
per Unit in each year will initially be substantially equal to the Estimated
Net Annual Interest Income per Unit provided. The amount of interest to be
distributed annually per Unit, will generally change as Bonds are redeemed,
called, mature or are sold or as fees and expenses increase or decrease. See
"DISTRIBUTIONS TO UNITHOLDERS" in Part B of this Prospectus.

(5) The Mandatory Termination Date coincides with the maturity date of the Bond
in the Trust's portfolio with the longest stated maturity. The Trust may be
terminated prior to the Mandatory Termination Date if all of the Bonds in
the Trust are redeemed, called or sold prior to their maturity dates or if
the principal value of the Trust is reduced below 20% of the aggregate
principal amount of Bonds deposited in the Trust during the primary offering
period. See "OTHER INFORMATION -- TERMINATION OF INDENTURE" in Part B of
this Prospectus. The Dollar-Weighted Average Maturity of the Bonds in the
Trust is calculated based upon the stated maturities of the Bonds in the
Trust (or, with respect to Bonds for which funds or securities have been
placed in escrow to redeem such Bonds on a stated call date, based upon such
call date). The Dollar-Weighted Average Maturity may increase or decrease
from time to time as Bonds mature or are called or sold.

(6) The sales charge is reduced for certain purchasers and for single
transactions of at least 500 Units or $500,000 (whichever is more favorable
to the investor). See "Sales Charges" and "PUBLIC OFFERING PRICE" in Part B
of this Prospectus.

(7) The Trustees Fee and the Sponsor's Evaluation Fee are per $1,000 principal
amount of the underlying Bonds in the Trust.

------
3
<PAGE>
Trust Strategies

INVESTMENT OBJECTIVE

The Trust is designed to provide a high level of current income consistent with
preservation of capital provided primarily by an insured portfolio of corporate
debt obligations issued by utility companies, including telephone companies. The
Trust may also contain U.S. Treasury Obligations. There is no assurance that the
Trust will achieve its investment objective.

INVESTMENT PHILOSOPHY

The Trust is a non-managed investment vehicle and employs a buy and hold
investment strategy. The Trust plans to hold to maturity a portfolio of 8
Corporate Bonds and U.S. Treasury obligations.

INVESTOR SUITABILITY
The Trust is a suitable investment for investors seeking:
- - An opportunity for attractive, dependable income;
- - Insured, AAA-rated bonds;
- - A focus on long-term capital preservation;
- - Nuveen's professional research and selection;
- - An appropriate vehicle for retirement or other tax-deferred accounts;
- - Exemption from U.S. withholding for foreign (non-resident) investors that meet
certain conditions.

The Trust is not a suitable investment for individuals seeking:

- - An aggressive high-growth investment strategy.

HOW THE TRUST SELECTS INVESTMENTS

The Trust consists of a portfolio of Bonds having a dollar-weighted average
maturity of 30.2 years.

In selecting the Bonds for deposit in the Trust, the following factors, among
others, were considered by the Sponsor: (a) the prices and yields of such Bonds
relative to other Bonds of similar quality and maturity, including the extent to
which such Bonds are traded at a premium or discount from par; (b) the present
rating and credit quality of the issuers of the Corporate Bonds and the
potential improvement in the credit quality of such issuers; (c) the
diversification of the Corporate Bonds as to location of issuer; (d) the income
to the Unitholders of the Trust; (e) whether the Bonds were issued after July
18, 1984; (f) the stated maturities and call provisions of the Bonds; (g)
whether the Corporate Bonds were issued by a utility company; and (h) whether
the Corporate Bonds were insured and the availability and cost of insurance for
the Corporate Bonds. A description of the Bonds included in the Trust are set
forth in the "Schedule of Investments," below.

Risk Factors

An investment in Units of the Trusts should be made with an understanding of the
risks which an investment in fixed rate corporate debt obligations may entail.
These include credit risks and the risk that the Bonds and therefore the Units
will decline, and may decline precipitously, with increases in interest rates.
Although in recent years interest rates have been relatively stable, the high
inflation of prior years, together with the fiscal measures adopted to attempt
to deal with it, have resulted in wide fluctuations in interest rates and, thus,
in the value of fixed rate debt obligations generally. The Sponsor cannot
predict future economic policies or their consequences or, therefore, the course
or extent of any similar market fluctuations in the future. General problems of
utility company issuers include the imposition of additional federal, state and
municipal governmental regulations, possible deregulation and the impact of
stranded costs, increased costs attributable to environmental considerations,
the difficulty of the capital market in absorbing utility debt, the difficulty
in obtaining fuel at reasonable prices and the effect of energy conservation. As
such, there is no guarantee that the Trust will achieve its objectives. See
"RISK FACTORS" in Part B of this Prospectus.

Certain of the Bonds included in the Trust may be original issue discount bonds
or "zero coupon" bonds, as noted in the "Schedule of Investments." These Bonds
are subject to greater price fluctuations with changing interest rates and
contain additional risks set forth in "RISK FACTORS" in Part B of this
Prospectus.

Distributions and Taxes

INTEREST AND PRINCIPAL DISTRIBUTIONS

The Trustee of the Trust (The Chase Manhattan Bank) will collect principal and
interest on the Bonds as it comes due and hold such amounts for distribution to
Unitholders. The amount of the estimated Net Annual Income per Unit under each
plan of distribution, as set forth under "Essential Information -- Estimated
Interest Distributions" assumes that all of the Bonds are delivered to the
Trust. See "COMPOSITION OF TRUSTS" appearing in Part B of this Prospectus. The
amount of each Interest Distribution on a per Unit basis under each plan of
distribution will decrease as the underlying Bonds mature, are called or are
sold.

------
4
<PAGE>
Interest income does not include accretion of original issue discount on "zero
coupon" Bonds. See "RISK FACTORS" in Part B of this Prospectus. Distributions of
income will be paid by the Trustee under each plan of distribution to
Unitholders on the respective Distribution Dates to Unitholders of record on the
applicable Record Dates as set forth under "DISTRIBUTIONS TO UNITHOLDERS" in
Part B of this Prospectus. Distributions of principal will be paid on the
semi-annual Distribution Date to Unitholders of record on the semi-annual Record
Date, provided the amount available for distributions equals at least $0.10 per
Unit.

The amount of interest you will receive on an annual basis will be reduced by
the expenses of the Trust and will generally change as Securities mature, are
called or are sold or as fees and expenses increase or decrease.

TAX STATUS
For non-resident aliens, income from the Trust will will be exempt from
withholding for U.S. federal income tax, PROVIDED certain conditions are met.
See "TAX STATUS" in Part B of this Prospectus for further tax information.

Investing in the Trust

SALES CHARGES
The maximum sales charge of 4.90% applies only to purchases of less than 500
Units. Sales charges for larger single transactions during the primary offering
period are as follows:
- ----------------------------------------------

PRIMARY MARKET SALES CHARGE

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
OFFERING NET AMOUNT
NUMBER OF UNITS* PRICE INVESTED
- ------------------------------------- ------------- -----------
<S> <C> <C>
Less than 500........................ 4.90% 5.152%
500 but less than 1,000.............. 4.75 4.987
1,000 but less than 2,500............ 4.50 4.712
2,500 but less than 5,000............ 4.25 4.439
5,000 but less than 10,000........... 3.50 3.627
10,000 but less than 25,000.......... 3.00 3.093
25,000 but less than 50,000.......... 2.50 2.564
50,000 or more....................... 2.00 2.041
Wrap Accounts........................ 1.70 1.729
</TABLE>

*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 500 Units to $50,000,
2,500 Units to $250,000 etc., and will be applied on that basis which is more
favorable to the purchaser.

The sales charge assessed on Units sold in secondary market transactions is
determined in accordance with the table set forth below based upon the dollar
amount purchased and the number of years remaining to the maturity of each Bond.
See "PUBLIC OFFERING PRICE" in Part B of this Prospectus.

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

SECONDARY MARKET SALES CHARGE

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE
----------------------------------------------------------------------------------------------------
UNDER $50,000 TO $100,000 TO $250,000 TO $500,000 TO $1,000,000 TO $2,500,000 TO
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999
- --------------------- ------------ ------------ ------------ ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Less than 1.......... 0 0 0 0 0 0 0
1 but less than 2.... 1.523% 1.446% 1.369 % 1.317 % 1.215 % 1.061 % .900 %
2 but less than 3.... 2.041 1.937 1.833 1.729 1.626 1.420 1.225
3 but less than 4.... 2.564 2.433 2.302 2.175 2.041 1.781 1.546
4 but less than 5.... 3.093 2.961 2.828 2.617 2.459 2.175 1.883
5 but less than 7.... 3.627 3.433 3.239 3.093 2.881 2.460 2.165
7 but less than 10... 4.167 3.951 3.734 3.520 3.239 2.828 2.489
10 but less than 13.. 4.712 4.467 4.221 4.004 3.788 3.253 2.842
13 but less than 16.. 5.263 4.988 4.712 4.439 4.167 3.627 3.169
16 or more........... 5.820 5.542 5.263 4.987 4.603 4.004 3.500

$5,000,000
YEARS TO MATURITY OR MORE
- --------------------- --------------
<S> <C>
Less than 1.......... 0
1 but less than 2.... .750 %
2 but less than 3.... 1.030
3 but less than 4.... 1.310
4 but less than 5.... 1.590
5 but less than 7.... 1.870
7 but less than 10... 2.150
10 but less than 13.. 2.430
13 but less than 16.. 2.710
16 or more........... 3.000
</TABLE>

------
5
<PAGE>
DEALER CONCESSIONS
The Sponsor plans to allow a discount to dealer firms in connection with the
primary distribution of Units and also in secondary market transactions. The
primary market discounts, based on number of Units sold, are as follows:

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

PRIMARY MARKET DEALER CONCESSIONS

<TABLE>
<CAPTION>
DISCOUNT PER
NUMBER OF UNITS* UNIT
- ------------------------------------------------ -------------
<S> <C>
Less than 500................................... $ 3.20
500 but less than 1,000......................... 3.20
1,000 but less than 2,500....................... 3.20
2,500 but less than 5,000....................... 3.20
5,000 but less than 10,000...................... 2.50
10,000 but less than 25,000..................... 2.00
25,000 but less than 50,000..................... 1.75
50,000 or more.................................. 1.75
</TABLE>

Dealer concessions on secondary market purchases of Trust Units through the
Sponsor are based upon the value of the Bonds in the Trust portfolio, including
sales charges, adjusted to reflect cash in the Trust's principal account, and
will vary with the size of the purchases as shown in the following table:

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

SECONDARY MARKET DEALER CONCESSIONS
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE
--------------------------------------------------------------------------------------------------------
UNDER $50,000 TO $100,000 TO $250,000 TO $500,000 TO $1,000,000 TO $2,500,000 TO
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999
- --------------------- ------------ ------------ ------------- ------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Less than 1.......... 0 0 0 0 0 0 0
1 but less than 2.... 1.00% .90% .85% .80% .70% .55% .467 %
2 but less than 3.... 1.30 1.20 1.10 1.00 .90 .73 .634
3 but less than 4.... 1.60 1.45 1.35 1.25 1.10 .90 .781
4 but less than 5.... 2.00 1.85 1.75 1.55 1.40 1.25 1.082
5 but less than 7.... 2.30 2.15 1.95 1.80 1.65 1.50 1.320
7 but less than 10... 2.60 2.45 2.25 2.10 1.95 1.70 1.496
10 but less than 13.. 3.00 2.80 2.60 2.45 2.30 2.00 1.747
13 but less than 16.. 3.25 3.15 3.00 2.75 2.50 2.15 1.878
16 or more........... 3.50 3.50 3.40 3.35 3.00 2.50 2.185

$5,000,000
YEARS TO MATURITY OR MORE
- --------------------- --------------
<S> <C>
Less than 1.......... 0
1 but less than 2.... .389 %
2 but less than 3.... .538
3 but less than 4.... .662
4 but less than 5.... .914
5 but less than 7.... 1.140
7 but less than 10... 1.292
10 but less than 13.. 1.494
13 but less than 16.. 1.606
16 or more........... 1.873
</TABLE>

General Information

OPTIONAL FEATURES

REDEMPTIONS
Units may be redeemed on any business day at no charge. Units are redeemed at
their current market value. See "REDEMPTION" in Part B of this Prospectus.

LETTER OF INTENT (LOI)
Investors may use a Letter of Intent to get reduced sales charges on purchases
made over a 13-month period (and to take advantage of dollar cost averaging).
The minimum LOI investment is $50,000. See "PUBLIC OFFERING PRICE" in Part B of
this Prospectus.

REINVESTMENT
Interest income and returned principal can be reinvested with no sales charge
into Nuveen mutual or money market funds. See "ACCUMULATION PLAN" in Part B of
this Prospectus. For more information obtain a prospectus from your financial
advisor.

THE SPONSOR
Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. More than 1.3 million
investors have entrusted Nuveen to help them maintain the life-style they
currently enjoy.

------
6
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN INSURED CORPORATE TRUST, SERIES 1 (LONG-TERM)
(Nuveen Unit Trust, Series 1)
Schedule of Investments at the Initial Date of Deposit, May 29, 1997

<TABLE>
<CAPTION>
RATING(2)
---------------------
AGGREGATE STANDARD & REDEMPTION
PRINCIPAL NAME OF ISSUER (1)(6) COUPON MATURITY POOR'S MOODY'S PROVISIONS(3)
<C> <S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
$ 500,000 Bellsouth Telecommunications
Company 7.50% Due 6/15/33 AAA Aaa 2003 at 104.75
500,000 Cincinnati Gas and Electric
Company 7.20% Due 10/1/23 AAA Aaa 2003 at 103.54
500,000 Commonwealth Edison Company 7.75% Due 7/15/23 AAA Aaa 2003 at 103.77
500,000 New York Telephone Company 7.25% Due 2/15/24 AAA Aaa 2004 at 103.06
500,000 Pacific Bell Telephone Company 7.50% Due 2/1/33 AAA Aaa 2003 at 102.94
500,000 Texas Utilities Electric Company 7.625% Due 7/1/25 AAA Aaa 2003 at 102.69
500,000 US West Communications Company 6.875% Due 9/15/33 AAA Aaa 2003 at 101.95
500,000 Virginia Electric and Power
Company 7.50% Due 6/1/23 AAA Aaa 2003 at 103.16
- ------------
$ 4,000,000
- ------------
- ------------

<CAPTION>
AGGREGATE COST OF BONDS
PRINCIPAL TO TRUST(4)
<C> <C>
- ----------------------------------------------------
$ 500,000
$ 482,315
500,000
466,725
500,000 496,115
500,000 471,695
500,000 480,175
500,000 486,765
500,000 441,715
500,000
484,025
---------------
- ------------
$ 3,809,530
$ 4,000,000
---------------
---------------
- ------------
- ------------
</TABLE>

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

(1) The Sponsor's contracts to purchase the Bonds were entered into on May 28,
1997. All Bonds are represented by regular way contracts, unless otherwise
indicated, for the performance of which an irrevocable letter of credit has
been deposited with the Trustee.

(2) A brief description of the applicable Standard & Poor's and Moody's rating
symbols and their meanings is set forth under "DESCRIPTION OF RATINGS" in
the Information Supplement to this Prospectus. "N.R." indicates that the
issue has not been rated by that rating agency.

(3) Under this heading, the year in which each issue of Bonds is initially or
currently redeemable and the redemption price for that year is shown.
Unless otherwise indicated, each issue continues to be redeemable at
declining prices thereafter, but not at a price below par value. The prices
at which the Bonds may be redeemed or called prior to maturity may or may
not include a premium and, in certain cases, may be less than the cost of
the Bonds to the Trust. In addition, certain Bonds in the portfolio may be
redeemed in whole or in part other than by operation of the stated
redemption provisions under certain unusual or extraordinary circumstances
specified in the instruments setting forth the terms and provisions of such
Bonds.

(4) During the Initial Offering Period, evaluations of Bonds are made on the
basis of current offering side evaluations of the Bonds.

(5) This Bond has been purchased at a deep discount from the par value because
there is no stated interest income thereon. Bonds which pay no interest are
normally described as "zero coupon" bonds. Over the life of Bonds purchased
at a deep discount the value of such Bonds will increase such that upon
maturity the holders of such securities will receive 100% of the principal
amount thereof.

(6) Other information regarding the Bonds in the Trust on the Initial Date of
Deposit is as follows:

<TABLE>
<CAPTION>
ANNUAL
PROFIT INTEREST BID PRICE
COST TO (OR LOSS) INCOME TO OF
TRUST SPONSOR TO SPONSOR TRUST BONDS
- ----------------------------------------------------------------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Nuveen Insured Corporate Trust, Series 1 (Long-Term)............. $ 3,803,990 $ 5,540 $ 296,000 $ 3,794,530
</TABLE>

In addition, the difference between the Trustee's determination of Offering
Price and Bid Price (as a percentage of principal amount) is .38% for the
Trust.

------
7
<PAGE>
- --------------------------------------------------------------------------------

NUVEEN INSURED CORPORATE TRUST, SERIES 1 (LONG-TERM)
(Nuveen Unit Trust, Series 1)
Statement of Condition at the Date of Deposit, May 29, 1997

<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's contracts to purchase Bonds, backed by an irrevocable letter of
credit(1)(2)................................................................. $3,809,530
Accrued interest to May 29, 1997 on underlying Bonds(1)........................ 101,352
Organizational costs(3)........................................................ 38,500
----------
Total............................................................. $3,949,382
----------
----------

LIABILITIES AND INTEREST OF UNITHOLDERS
LIABILITIES:
Accrued interest to May 29, 1997 on underlying Bonds(4).................... $ 101,352
Accrued organizational costs(3)............................................ 38,500
----------
Total............................................................. $ 139,852
----------
----------
INTEREST OF UNITHOLDERS:
Units of fractional undivided interest outstanding (40,000)
Cost to investors(5)....................................................... $4,005,797
Less: Gross underwriting commission(6)................................. (196,267)
----------
Net amount applicable to investors......................................... $3,809,530
----------
Total............................................................. $3,949,382
----------
----------
</TABLE>

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

(1) Represented by contracts to purchase Bonds which include "when issued" or
"regular way" or "delayed delivery" contracts for which an irrevocable
letter of credit issued by a major commercial bank has been deposited with
the Trustee on the Initial Date of Deposit. The amount of such letter of
credit and any cash deposited exceeds the amount necessary for the purchase
of the Bonds plus accrued interest to the Initial Date of Deposit. At the
Initial Date of Deposit, Securities may have been delivered to the Sponsor
pursuant to certain of these contracts; the Sponsor has assigned to the
Trustee all of its rights, title and interest in and to such Bonds.

(2) Aggregate value (at offering prices) as of the Initial Date of Deposit of
the Bonds listed under "SCHEDULE OF INVESTMENTS" herein, and their aggregate
cost to the Trust is the same. Such offering prices were determined by Kenny
S&P Evaluation Services, a division of J.J. Kenny Co., Inc., as of the close
of business on the business day prior to the Initial Date of Deposit. (See
"EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT" in Part B of this
Prospectus.)

(3) Each Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational costs which will be deferred and amortized over the
life of the respective Trust.

(4) Representing, as set forth in "ACCRUED INTEREST" in Part B of this
Prospectus, advancement by the Trustee of an amount equal to the accrued
Bonds' interest as of the Initial Date of Deposit.

(5) Aggregate Public Offering Price (exclusive of accrued interest) computed as
set forth under "PUBLIC OFFERING PRICE" in Part B of this Prospectus.

(6) The gross underwriting commission of 4.9% of the Public Offering Price has
been calculated on the assumption that the Units sold are not subject to a
reduction of sales charge for quantity purchases. In single transactions
involving 500 Units or more, the sales charge is reduced. (See "PUBLIC
OFFERING PRICE" in Part B of this Prospectus.)

------
8
<PAGE>
Report of Independent Public Accountants

TO THE BOARD OF DIRECTORS OF JOHN NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
NUVEEN UNIT TRUST, SERIES 1:

We have audited the accompanying statement of condition and the schedule of
investments at date of deposit (included in Part A of this Prospectus) of Nuveen
Unit Trust, Series 1 (Nuveen Insured Corporate Trust, Series 1 (Long-Term)), as
of May 29, 1997. These financial statements are the responsibility of the
Sponsor. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the statement of condition and the schedule of investments at
date of deposit referred to above present fairly, in all material respects, the
financial position of Nuveen Unit Trust, Series 1 (Nuveen Insured Corporate
Trust, Series 1 (Long-Term)) as of May 29, 1997, in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois,
May 29, 1997.

------
9
<PAGE>
NUVEEN UNIT TRUSTS
FIXED INCOME TRUST PROSPECTUS--PART B
MAY 29, 1997

This Part B of the Prospectus may not be distributed unless accompanied by
Part A. Both Parts of this Prospectus should be retained for future reference.

FURTHER DETAIL REGARDING CERTAIN OF THE INFORMATION PROVIDED IN THE
PROSPECTUS MAY BE OBTAINED WITHIN FIVE BUSINESS DAYS OF WRITTEN OR TELEPHONIC
REQUEST TO THE TRUSTEE AT 4 NEW YORK PLAZA, NEW YORK, NY 10004-2413 OR (800)
257-8787.

CURRENTLY OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE DATE
OF SETTLEMENT. MINIMUM PURCHASE -- EITHER $5,000 OR 50 UNITS, WHICHEVER IS LESS
($1,000 FOR IRA ACCOUNTS).

THIS NUVEEN UNIT TRUST SERIES consists of the underlying separate unit
investment trusts set forth in Part A of this Prospectus. Each trust initially
consists of delivery statements relating to contracts to purchase securities
and, thereafter, will consist of a portfolio of securities (see "SCHEDULE OF
INVESTMENTS" appearing in Part A of this Prospectus). Except in specific
instances as noted in Part A of this Prospectus, the information contained in
this Part B shall apply to the Trust in its entirety.

Trusts consisting of a portfolio of U.S Treasury obligations ("U.S. TREASURY
OBLIGATIONS") shall be referred to herein as "U.S. Treasury Trusts." Trusts
primarily consisting of a portfolio of investment grade, corporate debt
obligations issued after July 18, 1984 ("CORPORATE BONDS") shall be referred to
herein as "Corporate Trusts." Collectively, the U.S. Treasury Trusts and the
Corporate Trusts shall be referred to herein as the "TRUSTS" and the U.S.
Treasury Obligations and the Corporate Bonds shall be referred to herein as the
"SECURITIES."

THE OBJECTIVES of the U.S. Treasury Trusts are to provide current interest
income consistent with preservation of capital and investment flexibility. The
objectives of the Corporate Trusts are to provide a high level of current income
consistent with preservation of capital provided primarily by a portfolio of
investment grade, corporate debt obligations issued after July 18, 1984.

DISTRIBUTIONS of interest received by a Trust will be made monthly,
quarterly or semi-annually, depending upon the Unitholder's selection. (See
"DISTRIBUTIONS TO UNITHOLDERS.") Distribution of funds in the Principal Account,
if any, will ordinarily be made as set forth under "DISTRIBUTIONS TO
UNITHOLDERS."

FOR ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to Unitholders
on the business day prior to the Initial Date of Deposit, see Part A of this
Prospectus and "ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN."

THE PUBLIC OFFERING PRICE per Unit of each Trust during the initial offering
period is based upon the pro rata share of the OFFERING prices of the Securities
in such Trust's portfolio plus a sales charge as set forth in Part A of this
Prospectus. The Secondary Market Public Offering Price per Unit for each Trust
is based upon the pro rata share of the sum of BID prices of the Securities in
such Trust plus the sales charges as set forth in Part A of this Prospectus.
Accrued interest from the preceding Record Date to, but not including, the
settlement date (normally three business days after purchase) is added to the
Public Offering Price. The sales charge is reduced on a graduated scale for
sales involving at least the number of Units set forth in Part A of this
Prospectus. See "PUBLIC OFFERING PRICE."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
A UNITHOLDER MAY REDEEM UNITS at the office of the Trustee at prices based
upon the BID prices of the Securities. The price received upon redemption may be
more or less than the amount paid by Unitholders, depending upon the value of
the Securities on the date of tender for redemption. (See "REDEMPTION.") The
Sponsor, although not required to do so, intends to make a secondary market for
the Units of certain of the Trusts at prices based upon the BID prices of the
Securities in the respective Trusts. (See "MARKET FOR UNITS.")

RISK FACTORS. An investment in a Trust should be made with an understanding
of the risks associated therewith, including, among other factors, the inability
of the issuer or an insurer (in the case of insured Corporate Bonds) to pay the
principal of or interest on a security when due, the general condition of the
relevant market, economic recession, volatile interest rates, early call
provisions and changes to the tax status of the Bonds. The value of the
underlying Securities will fluctuate inversely with changes in interest rates.
Although in recent years interest rates have been relatively stable, the
uncertain economic conditions of prior years, together with the monetary
policies and fiscal measures adopted to attempt to deal with them, resulted in
wide fluctuations of interest rates and, thus, in the value of fixed rate debt
obligations. The Sponsor cannot predict the degree to which such fluctuations
will exist in the future. See Part A of this Prospectus and "RISK FACTORS."

2
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
NUVEEN UNIT TRUSTS..................................................................... 4
OBJECTIVE OF THE TRUSTS................................................................ 5
SUMMARY OF PORTFOLIOS.................................................................. 5
RISK FACTORS........................................................................... 5
COMPOSITION OF TRUSTS.................................................................. 8
INSURANCE ON THE CORPORATE BONDS....................................................... 10
PUBLIC OFFERING PRICE.................................................................. 11
MARKET FOR UNITS....................................................................... 13
ACCRUED INTEREST....................................................................... 13
ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN................................ 14
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT................................ 15
TAX STATUS............................................................................. 15
TRUST OPERATING EXPENSES............................................................... 20
DISTRIBUTIONS TO UNITHOLDERS........................................................... 21
ACCUMULATION PLAN...................................................................... 22
REPORTS TO UNITHOLDERS................................................................. 22
UNIT VALUE AND EVALUATION.............................................................. 23
DISTRIBUTIONS OF UNITS TO THE PUBLIC................................................... 23
OWNERSHIP AND TRANSFER OF UNITS........................................................ 24
REDEMPTION............................................................................. 25
PURCHASE OF UNITS BY THE SPONSOR....................................................... 26
REMOVAL OF SECURITIES FROM THE TRUSTS.................................................. 27
INFORMATION ABOUT THE TRUSTEE.......................................................... 27
INFORMATION ABOUT THE SPONSOR.......................................................... 28
OTHER INFORMATION...................................................................... 29
</TABLE>

3
<PAGE>
NUVEEN UNIT TRUSTS

This Nuveen Unit Trust is one of a series of separate but similar investment
companies created by the Sponsor, each of which is designated by a different
Series number. The underlying unit investment trusts contained in this Series
are combined under one Trust Indenture and Agreement. Specific information
regarding each Trust is set forth in Part A of this Prospectus. The various
Nuveen Unit Trusts are collectively referred to herein as the "TRUSTS." This
Series was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement dated the Initial Date of Deposit (the "INDENTURE")
between John Nuveen & Co. Incorporated ("NUVEEN" or the "SPONSOR") and The Chase
Manhattan Bank (the "TRUSTEE").

The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the Securities together with funds represented by
an irrevocable letter of credit issued by a major commercial bank in the amount,
including accrued interest, required for their purchase (or the obligations
themselves). See "SCHEDULE OF INVESTMENTS" in Part A of this Prospectus, for a
description of the Securities deposited in a Trust. See "SUMMARY OF PORTFOLIO"
and "RISK FACTORS" for a discussion of zero coupon bonds and stripped
obligations included in the Trusts, if any. Some of the delivery statements may
relate to contracts for the purchase of "when issued" or other Securities with
delivery dates after the date of settlement for a purchase made on the Initial
Date of Deposit. See the "SCHEDULE OF INVESTMENTS" in Part A of this Prospectus
and "COMPOSITION OF TRUSTS." For a discussion of the Sponsor's obligations in
the event of a failure of any contract for the purchase of any of the Securities
and its limited right to substitute other securities to replace any failed
contract, see "COMPOSITION OF TRUSTS."

The Trustee has delivered to the Sponsor registered Units which represent
ownership of the entire Trust, and which are offered for sale by this
Prospectus. Each Unit of a Trust represents a fractional undivided interest in
the principal and net income of such Trust in the ratio set forth in "ESSENTIAL
INFORMATION" in Part A of this Prospectus. Units may only be sold in states in
which they are registered. To the extent that any Units of any Trust are
redeemed by the Trustee, the aggregate value of the Trust's assets will decrease
by the amount paid to the redeeming Unitholder, but the fractional undivided
interest of each unredeemed Unit in such Trust will increase proportionately.
The Sponsor will initially, and from time to time thereafter, hold Units in
connection with their offering.

Additional Units of each Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities or
contracts for the purchase thereof together with irrevocable letters of credit
or cash. As additional Units are issued by a Trust as a result of the deposit of
additional Securities by the Sponsor, the aggregate value of the Securities in a
Trust will be increased and the fractional undivided interest in such Trust
represented by each Unit will be decreased. The Sponsor may continue to make
additional deposits of Securities into such Trust following the Initial Date of
Deposit, provided that such additional deposits will be in amounts which will
maintain the same original proportionate relationship among the Securities in
such Trust established on the Initial Date of Deposit. Thus, although additional
Units will be issued, each Unit will continue to represent the same
proportionate amount of each Security, and the percentage relationship among the
principal amount of each Security in the respective Trust will remain the same.
To the extent that any Units are redeemed by the Trustee or additional Units are
issued as a result of additional Securities being deposited by the Sponsor, the
fractional undivided interest in a Trust represented by each unredeemed Unit
will increase or decrease accordingly, although the actual interest in such
Trust represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which may
include the Sponsor, or until termination of the Trust Agreement.

4
<PAGE>
OBJECTIVE OF THE TRUSTS

U.S. TREASURY TRUSTS. The objectives of the U.S. Treasury Trusts are to
provide current income consistent with preservation of capital and investment
flexibility. The U.S. Treasury Trusts seek to achieve this objective through
investment in a portfolio of U.S. Treasury Obligations with differing maturities
which are backed by the full faith and credit of the United States Government.
Interest income distributed by each U.S. Treasury Trust is exempt from state and
local personal income taxes in all states.

CORPORATE TRUSTS. The objectives of the Corporate Trusts are to provide a
high level of current income consistent with preservation of capital provided
primarily by a portfolio of investment grade, corporate debt obligations issued
after July 18, 1984. In addition, certain Corporate Trusts may also contain U.S.
Treasury obligations. The Corporate Trusts may be an appropriate investment
vehicle for investors who wish to participate in a portfolio of taxable fixed
income obligations issued by corporate obligors with greater diversification
than investors might be able to acquire individually. Corporate Bonds of the
type deposited in the Corporate Trusts often are not available in small amounts.
Diversification of the Corporate Trusts' assets will not eliminate the risk of
loss always inherent in the ownership of corporate debt obligations.

Units of both the U.S. Treasury Trusts and the Corporate Trusts are
available to non-resident aliens and the income from the Trusts, provided
certain conditions are met, will be exempt from withholding for such foreign
investors. There is, of course, no guarantee that the Trusts' objectives will be
achieved.

SUMMARY OF PORTFOLIOS

In selecting U.S. Treasury Obligations for deposit in the U.S. Treasury
Trusts the following factors, among others, were considered by the Sponsor: (a)
the types of such obligations available; (b) the prices and yields of such
obligations relative to other comparable obligations, including the extent to
which such obligations are traded at a premium or at a discount from par; and
(c) the maturities of such obligations.

In selecting Corporate Bonds for deposit in the Corporate Trusts, the
following factors, among others, were considered by the Sponsor: (a) the prices
and yields of such Corporate Bonds relative to other Corporate Bonds of similar
quality and maturity, including the extent to which such Corporate Bonds are
traded at a premium or discount from par; (b) the present rating and credit
quality of the issuers of the Corporate Bonds and the potential improvement in
the credit quality of such issuers; (c) the diversification of the Corporate
Bonds as to location of issuer; (d) the income to the Unitholders of the
Corporate Trusts; (e) whether the Corporate Bonds were issued after July 18,
1984; (f) the stated maturities and call provisions of the Corporate Bonds; (g)
whether the Corporate Bonds were issued by a utility company; and (h) whether
the Corporate Bonds were insured and the availability and cost of insurance for
the Corporate Bonds.

RISK FACTORS

U.S. TREASURY OBLIGATIONS. U.S. Treasury Obligations are direct obligations
of the United States and are backed by its full faith and credit although the
Units are not so backed. The U.S. Treasury Obligations are not rated but in the
opinion of the Sponsor have credit characteristics comparable to those of
securities rated "AAA" by nationally recognized rating agencies.

An investment in Units of a Trust which contains U.S. Treasury Obligations
should be made with an understanding of the risks which an investment in fixed
rate debt obligations may entail, including the risk that the value of the U.S.
Treasury Obligations and hence the Units will decline with increases in interest
rates. The high inflation of prior years, together with the fiscal measures
adopted to attempt to deal with it, have resulted in wide fluctuations in
interest rates and, thus, in the value of fixed rate debt obligations generally.
The Sponsor cannot predict whether such fluctuations will exist in the future.

5
<PAGE>
CORPORATE DEBT OBLIGATIONS. An investment in Units of a Corporate Trust
should be made with an understanding of the risks that an investment in fixed
rate, investment grade corporate debt obligations may entail, including the risk
that the value of the Units will decline with increases in interest rates.
Although in recent years interest rates have been relatively stable, the high
inflation of prior years, together with the fiscal measures adopted to attempt
to deal with it, have resulted in wide fluctuations in interest rates and thus
in the value of fixed rate, debt obligations generally. Generally, bonds with
longer maturities will fluctuate in value more than bonds with shorter
maturities. A slowdown in the economy, or a development adversely affecting an
issuer's creditworthiness, may result in the issuer being unable to maintain
earnings or sell assets at the rate and at the prices, respectively, that are
required to produce sufficient cash flow to meet its interest and principal
requirements. The Corporate Trusts consist of Corporate Bonds that, in many
cases, do not have the benefit of covenants that would prevent the issuer from
engaging in capital restructurings or borrowing transactions in connection with
corporate acquisitions, leveraged buyouts or restructurings that could have the
effect of reducing the ability of the issuer to meet its obligations and might
result in the ratings of the Corporate Bonds and the value of the underlying
portfolio being reduced.

Should the issuer of any Corporate Bond default in the payment of principal
or interest, the Corporate Trust may incur additional expenses seeking payment
on the defaulted Bond. Because amounts (if any) recovered by a Corporate Trust
in payment under the defaulted Corporate Bond may not be reflected in the value
of the Units until actually received by such Corporate Trust, and depending upon
when a Unitholder purchases or sell his or her Units, it is possible that a
Unitholder would bear a portion of the cost of recovery without receiving any
portion of the payment recovered.

UTILITY ISSUES. Certain of the Corporate Bonds in a Corporate Trust may be
obligations of utility issuers. In general, utilities are regulated monopolies
engaged in the business of supplying light, water, power, heat, transportation
or means of communication. Historically, the utilities industry has provided
investors in securities issued by companies in this industry with high levels of
reliability, stability and relative total return on their investments. However,
an investment in a Corporate Trust which contains obligations of utility issuers
should be made with an understanding of the characteristics of such issuers and
the risks which such an investment may entail. General problems of such issuers
would include the difficulty in financing large construction programs in an
inflationary period, the limitations on operations and increased costs and
delays attributable to environmental considerations, the difficulty of the
capital market in absorbing utility debt, the difficulty in obtaining fuel at
reasonable prices and the effect of energy conservation. All of such issuers
have been experiencing certain of these problems in varying degrees. In
addition, federal, state and municipal governmental authorities may from time to
time review existing, and impose additional, regulations governing the
licensing, construction and operation of nuclear power plants, which may
adversely affect the ability of the issuers of certain of such Corporate Bonds
in certain Corporate Trusts to make payments of principal and/or interest on
such Corporate Bonds.

Utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish the rates which may be charged and the
appropriate rate of return on an approved asset base, which must be approved by
the state commissions. Certain utilities have had difficulty from time to time
in persuading regulators, who are subject to political pressures, to grant rate
increases necessary to maintain an adequate return on investment and voters in
many states have the ability to impose limits on rate adjustments (for example,
by initiative or referendum). Any unexpected limitations could negatively affect
the profitability of utilities whose budgets are planned far in advance. Also,
changes in certain accounting standards currently under consideration by the
Financial Accounting Standards Board could cause significant write-downs of
assets and reductions in earnings for many investor-owned utilities. In
addition, gas pipeline and distribution companies have had difficulties in
adjusting to short and surplus energy supplies, enforcing or being required to
comply with long-term contracts and avoiding litigation from their customers, on
the one hand, or suppliers, on the other. Finally, utilities may be subject to
deregulation and competitive

6
<PAGE>

pressures from alternative providers. In this environment utilities may have
costs upon which they are unable to earn a rate of return, which will negatively
impact the issues of Corporate Bonds.

Certain of the issuers of the Corporate Bonds in a Corporate Trust may own
or operate nuclear generating facilities. Governmental authorities may from time
to time review existing, and impose additional, requirements governing the
licensing, construction and operation of nuclear power plants. Nuclear
generating projects in the electric utility industry have experienced
substantial cost increases, construction delays and licensing difficulties.
These have been caused by various factors, including inflation, high financing
costs, required design changes and rework, allegedly faulty construction,
objections by groups and governmental officials, limits on the ability to
finance, reduced forecasts of energy requirements and economic conditions. This
experience indicates that the risk of significant cost increases, delays and
licensing difficulties remains present through completion and achievement of
commercial operation of any nuclear project. Also, nuclear generating units in
service have experienced unplanned outages or extensions of scheduled outages
due to equipment problems or new regulatory requirements sometimes followed by a
significant delay in obtaining regulatory approval to return to service. A major
accident at a nuclear plant anywhere could cause the imposition of limits or
prohibitions on the operation, construction or licensing of nuclear units in the
United States.

In view of the uncertainties discussed above, there can be no assurance that
any bond issuer's share of the full cost of nuclear units under construction
ultimately will be recovered in rates or of the extent to which a bond issuer
could earn an adequate return on its investment in such units. The likelihood of
a significantly adverse event occurring in any of the areas of concern described
above varies, as does the potential severity of any adverse impact. It should be
recognized, however, that one or more of such adverse events could occur and
individually or collectively could have a material adverse impact on the
financial condition or the results of operations or on a bond issuer's ability
to make interest and principal payments on its outstanding debt.

Other general problems of the gas, water, telephone and electric utility
industry (including state and local joint action power agencies) include
difficulty in obtaining timely and adequate rate increases, difficulty in
financing large construction programs to provide new or replacement facilities
during an inflationary period, rising costs of rail transportation to transport
fossil fuels, the uncertainty of transmission service costs for both interstate
and intrastate transactions, changes in tax laws which adversely affect a
utility's ability to operate profitably, increased competition in service costs,
reductions in estimates of future demand for electricity and gas in certain
areas of the country, restrictions on operations and increased cost and delays
attributable to environmental considerations, uncertain availability and
increased cost of capital, unavailability of fuel for electric generation at
reasonable prices, including the steady rise in fuel costs and the costs
associated with conversion to alternate fuel sources such as coal, availability
and cost of natural gas for resale, technical and cost factors and other
problems associated with construction, licensing, regulation and operation of
nuclear facilities for electric generation, including among other considerations
the problems associated with the use of radioactive materials and the disposal
of radioactive wastes, and the effects of energy conservation. Each of the
problems referred to could adversely affect the ability of the issuer of any
utility bonds in a Corporate Trust to make payments due on these Corporate
Bonds.

In addition, the ability of state and local joint action power agencies to
make payments on bonds they have issued is dependent in large part on payments
made to them pursuant to power supply or similar agreements.

Courts in Washington and Idaho have held that certain agreements between
Washington Public Power Supply System ("WPPSS") and the WPPSS participants are
unenforceable because the participants did not have the authority to enter into
the agreements. While these decisions are not specifically applicable to
agreements entered into by public entities in other states, they may cause a
reexamination of the legal structure and economic viability of certain projects
financed by joint action power agencies, which might

7
<PAGE>
exacerbate some of the problems referred to above and possibly lead to legal
proceedings questioning the enforceability of agreements upon which payment of
these bonds may depend.

Business conditions of the telephone industry in general may affect the
performance of a Trust. General problems of telephone companies include
regulation of rates for service by the FCC and various state or other regulatory
agencies. However, over the last several years regulation has been changing,
resulting in increased competition. The new approach is more market oriented,
more flexible and more complicated. For example, Federal and certain state
regulators have instituted "price cap" regulation which couples protection of
rate payers for basic services with flexible pricing for ancillary services.
These new approaches to regulation could lead to greater risks as well as
greater rewards for operating telephone companies such as those that may be
included in the Trusts. Inflation has substantially increased the operating
expenses and cost of plant required for growth, service, improvement and
replacement of existing plant. Continuing cost increases, to the extent not
offset by improved productivity and revenues from increased business, would
result in a decrease in rate of return and a continuing need for rate increases.
Although allowances are generally made in rate making proceedings for cost
increases, delays may be experienced in obtaining the necessary rate increases
and there can be no assurance that the regulatory agencies will grant rate
increases adequate to cover operating and other expenses and debt service
requirements. To meet increasing competition, telephone companies will have to
commit substantial capital, technological and marketing resources. Telephone
usage, and therefore revenues, could also be adversely affected by any sustained
economic recession. New technology, such as cellular service and fiber optics,
will require additional capital outlays. The uncertain outcomes of future labor
agreements may also have a negative impact on the telephone companies. Each of
these problems could adversely affect the ability of the telephone company
issuers of any Corporate Bonds in a Corporate Trust to make payments of
principal and interest on their Corporate Bonds.

GENERAL. Certain of the Securities may have been deposited at a market
discount or premium principally because their interest rates are lower or higher
than prevailing rates on comparable securities. The current returns of market
discount securities are lower than comparably rated securities selling at par
because discount securities tend to increase in market value as they approach
maturity. The current returns of market premium securities are higher than
comparably rated securities selling at par because premium securities tend to
decrease in market value as they approach maturity. Because part of the purchase
price is returned through current income payments and not at maturity, an early
redemption at par of a premium security will result in a reduction in yield to a
Trust. Market premium or discount attributable to interest rate changes does not
indicate market confidence or lack of confidence in the issue.

COMPOSITION OF TRUSTS

Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "SCHEDULE OF
INVESTMENTS" in Part A of this Prospectus and, thereafter, of such Securities as
may continue to be held from time to time (including certain Securities
deposited in a Trust to create additional Units, in substitution for Securities
not delivered to a Trust or in exchange or substitution for Securities upon
certain refundings), together with accrued and undistributed interest thereon
and undistributed cash realized from the disposition of Securities.

"WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. The contracts to
purchase Securities delivered to the Trustee represent an obligation by issuers
or dealers to deliver Securities to the Sponsor for deposit in the Trusts.
Certain of the contracts relate to Securities which have not been issued as of
the Initial Date of Deposit and which are commonly referred to as "when issued"
or "when, as and if issued" Securities. Although the Sponsor believes it
unlikely, if such Securities, or replacement Securities described below, are not
acquired by a Trust or if their delivery is delayed, the Estimated Current
Returns and Estimated Long Term Returns shown in Part A of this Prospectus may
be reduced. Certain of the contracts for the purchase of Securities provide for
delivery dates after the date of settlement for purchases made on the Initial
Date of

8
<PAGE>
Deposit. Interest on such "when issued" and "delayed delivery" Securities
accrues to the benefit of Unitholders commencing with the first settlement date
for the Units. However, in the opinion of counsel, Unitholders who purchase
their Units prior to the date such Securities are actually delivered to the
Trustee must reduce the tax basis of their Units for interest accruing on such
Securities during the interval between their purchase of Units and the delivery
of the Securities because such amounts constitute a return of principal. As a
result of such adjustment, the Estimated Current Returns set forth in Part A of
this Prospectus (which are based on the Public Offering Price as of the business
day prior to the Initial Date of Deposit) may be slightly lower than that which
Unitholders will receive after the first year, assuming the Portfolio does not
change and estimated annual expense does not vary from that set forth under
"ESSENTIAL INFORMATION" in Part A of this Prospectus. Those Securities in each
Trust purchased with delivery dates after the date of settlement for purchases
made on the Initial Date of Deposit are so noted in the "SCHEDULE OF
INVESTMENTS" in Part A of this Prospectus.

LIMITED REPLACEMENT OF CERTAIN SECURITIES. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased on
a when, as and if issued basis ("FAILED SECURITIES"), the Sponsor is authorized
under the Indenture to direct the Trustee to acquire other specified securities
("REPLACEMENT SECURITIES") to make up the original corpus of the Trust within 20
days after delivery of notice of the failed contract and the cost to the Trust
(exclusive of accrued interest) may not exceed the amount of funds reserved for
the purchase of the Failed Securities. The Replacement Securities must satisfy
the criteria previously described for the Trusts and shall be substantially
identical to the Failed Securities they replace. For U.S. Treasury Trusts, the
Replacement Securities must be substantially identical to the Failed Securities
they replace in terms of (i) the exemption from state and local taxation; (ii)
maturity; and (iii) cost to the U.S. Treasury Trust. For Corporate Trusts, the
Replacement Securities (i) must be payable in United States currency, (ii) must
be purchased at a price that results in a yield to maturity and a current return
at least equal to that of the Failed Securities as of the Initial Date of
Deposit, (iii) must satisfy any rating criteria for Securities originally
included in the Corporate Trust, (iv) must be insured prior to acquisition by
the Corporate Trust, (v) must be corporate bonds, debentures, notes or other
straight debt obligations (whether secured or unsecured and whether senior or
subordinated) without equity or other conversion features, with fixed maturity
dates substantially the same as those or the Failed Securities having no
warrants or subscription privileges attached and (vi) be issued after July 18,
1984. In addition, for any Trust, Replacement Securities shall not be "when, as
and if issued" Securities. Whenever a Replacement Security has been acquired for
a Trust, the Trustee shall, within five days after the delivery thereof, mail or
deliver a notice of such acquisition to all Unitholders of the Trust involved.
Once the original corpus of the Trust is acquired, the Trustee will have no
power to vary the investment of the Trust.

To the extent Replacement Securities are not acquired, the Sponsor shall
refund to all Unitholders of the Trust involved the sales charge attributable to
such Failed Securities not replaced, and the principal and accrued interest
attributable to such Securities shall be distributed not more than 30 days after
the determination of such failure or at such earlier time as the Trustee in its
sole discretion deems to be in the interest of the Unitholders. Any such accrued
interest paid to Unitholders will be paid by the Sponsor. In the event Failed
Securities in a Trust could not be replaced, the Net Annual Interest Income per
Unit for such Trust would be reduced and the Estimated Current Return thereon
might be lowered.

SALE, MATURITY AND REDEMPTION OF SECURITIES. Certain of the Securities may
from time to time under certain circumstances be sold or will mature in
accordance with their terms. The proceeds from such events will be used to pay
for Units redeemed or distributed to Unitholders and not reinvested;
accordingly, no assurance can be given that a Trust will retain for any length
of time its present size and composition.

LITIGATION. To the best knowledge of the Sponsor, there is no litigation
pending as of the Initial Date of Deposit in respect of any Securities which
might reasonably be expected to have a material adverse effect on

9
<PAGE>
the Trusts. It is possible that after the Initial Date of Deposit, litigation
may be initiated with respect to Securities in any Trust. The Sponsor is unable
to predict whether any such litigation may be instituted, or if instituted,
whether such litigation might have a material adverse effect on the Trusts.

INSURANCE ON THE CORPORATE BONDS

All Bonds in an insured Corporate Trust ("INSURED CORPORATE TRUST")
portfolio except for any U.S. Treasury obligations contained in such portfolio
are insured as to the scheduled payment of interest and principal either by the
issuer of the Corporate Bonds or by the Sponsor under a financial guaranty
insurance policy obtained from MBIA Insurance Corporation ("MBIA"). The premium
for each such insurance policy has been paid in advance by such issuer or the
Sponsor and each such policy is non-cancellable and will remain in force so long
as the Corporate Bonds are outstanding and MBIA remains in business. No premiums
for such insurance are paid by any Corporate Trust. If MBIA is unable to meet
its obligations under its policy or if the rating assigned to the claims-paying
ability of MBIA deteriorates, no other insurer has any obligation to insure any
issue adversely affected by either of these events.

The aforementioned insurance guarantees the scheduled payment of principal
and interest on all of the Corporate Bonds in an Insured Corporate Trust except
for any U.S. Treasury obligations. It does not guarantee the market value of the
Corporate Bonds or the value of the Units of a Corporate Trust. This insurance
is effective so long as the Corporate Bond is outstanding, whether or not held
by a Corporate Trust. Therefore, any such insurance may be considered to
represent an element of market value in regard to the Corporate Bonds, but the
exact effect, if any, of this insurance on such market value cannot be
predicted.

MBIA, formerly known as Municipal Bond Investors Insurance Corporation, is
the principal operating subsidiary of MBIA, Inc., a New York Stock Exchange
listed company. MBIA, Inc. is not obligated to pay the debts of or claims
against MBIA. MBIA is domiciled in the State of New York and licensed to do
business in all 50 states, the District of Columbia, the Commonwealth of Puerto
Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands of
the United States and the Territory of Guam. MBIA has one European branch in the
Republic of France.

As of December 31, 1996, MBIA had admitted assets of $4.4 billion (audited),
total liabilities of $3.0 billion (audited), and total capital and surplus of
$1.4 billion (audited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities. Copies of
MBIA Corporation's financial statements prepared in accordance with statutory
accounting practices are available from MBIA Corporation. The address of MBIA
Corporation is 113 King Street, Armonk, New York 10504.

Moody's rates all bond issues insured by MBIA "Aaa" and short term loans
"MIG 1," both designated to be of the highest quality. Standard & Poor's, upon
request, rates all new issues insured by MBIA "AAA."

Because the Corporate Bonds in an Insured Corporate Trust (other than U.S.
Treasury Obligations) are insured as to the scheduled payment of principal and
interest and on the basis of the financial condition and the method of operation
of MBIA, Standard & Poor's has assigned to Units in such Insured Corporate
Trusts its "AAA" investment rating. This is the highest rating assigned to
securities by such rating agency and will remain in effect for a period of 13
months following an Insured Corporate Trust's Initial Date of Deposit, unless
renewed. These ratings should not be construed as an approval of the offering of
the Units by Standard & Poor's or as a guarantee of the market value of an
Insured Corporate Trust or the Units thereof.

Bonds in an Insured Corporate Trust for which insurance has been obtained by
the issuer thereof or by the Sponsor from MBIA (all of which were rated "AAA" by
Standard & Poor's and "Aaa" by Moody's) may or may not have a higher yield than
uninsured bonds rated "AAA" by Standard & Poor's and "Aaa" by Moody's. In
selecting Corporate Bonds for the portfolio of a Corporate Trust, the Sponsor
has applied the criteria hereinbefore described.

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<PAGE>
PUBLIC OFFERING PRICE

The Public Offering Price of the Units of each Trust is equal to the
Trustee's determination of the aggregate offering prices of the Securities
deposited therein (minus any advancement to the principal account of the Trust
made by the Trustee) plus a sales charge as set forth in Part A of this
Prospectus, in each case adding to the total thereof, accrued interest and the
cash held by the Trust, if any (minus accrued expenses and any advances to the
Trust made by the Trustee), and dividing the sum so obtained by the number of
Units outstanding in the Trust. See "UNIT VALUE AND EVALUATION."

The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating the
applicable sales charge, purchasers who have indicated their intent to purchase
a specified amount of Units of any Trust in the primary or secondary offering
period by executing and delivering a letter of intent to the Sponsor, which
letter of intent must be in a form acceptable to the Sponsor and shall have a
maximum duration of thirteen months, will be eligible to receive a reduced sales
charge according to the graduated scale provided in Part A of this Prospectus,
based on the amount of intended aggregate purchases (excluding purchases which
are subject only to a deferred sales charge) as expressed in the letter of
intent. For purposes of letter of intent calculations units of equity products
are valued at $10 per unit. Due to administrative limitations and in order to
permit adequate tracking, the only secondary market purchases that will be
permitted to be applied toward the intended specified amount and that will
receive the corresponding reduced sales charge are those Units that are acquired
through or from the Sponsor. By establishing a letter of intent, a Unitholder
agrees that the first purchase of Units following the execution of such letter
of intent will be at least 5% of the total amount of intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through the
establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All distributions
on Units held in escrow will be credited to such Unitholder's account. If total
purchases prior to the expiration of the letter of intent period equal or exceed
the amount specified in a Unitholder's letter of intent, the Units held in
escrow will be transferred to such Unitholder's account. A Unitholder who
purchases Units during the letter of intent period in excess of the number of
Units specified in a Unitholder's letter of intent, the amount of which would
cause the Unitholder to be eligible to receive an additional sales charge
reduction, will be allowed such additional sales charge reduction on the
purchase of Units which caused the Unitholder to reach such new breakpoint level
and on all additional purchases of Units during the letter of intent period. If
the total purchases are less than the amount specified, the Unitholder involved
must pay the Sponsor an amount equal to the difference between the amounts paid
for these purchases and the amounts which would have been paid if the higher
sales charge had been applied; the Unitholder will, however, be entitled to any
reduced sales charge qualified for by reaching any lower breakpoint level. If
such Unitholder does not pay the additional amount within 20 days after written
request by the Sponsor or the Unitholder's securities representative, the
Sponsor will instruct the Trustee to redeem an appropriate number of the
escrowed Units to meet the required payment. By establishing a letter of intent,
a Unitholder irrevocably appoints the Sponsor as attorney to give instructions
to redeem any or all of such Unitholder's escrowed Units, with full power of
substitution in the premises. A Unitholder or his representative must notify the
Sponsor whenever such Unitholder makes a purchase of Units that he wishes to be
counted towards the intended amount.

For "secondary market" sales, the Public Offering Price per Unit of each
Trust is based on the Trustee's determination of the bid price of each Security
in the Trust and includes a sales charge as set forth below based upon the
number of years remaining to the maturity of each such Security. See "UNIT VALUE
AND EVALUATION." The effect of this method of sales charge calculation will be
that different sales charge rates will be applied to the various Securities in a
Trust portfolio based upon the maturities of such Securities. As

11
<PAGE>

shown, the sales charge on Securities in each maturity range (and therefore the
aggregate sales charge on the purchase) is reduced with respect to volume
purchases:

Corporate Trust Secondary Market Sales Charges

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
- ---------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Less than 1................... 0 0 0 0 0 0 0 0
1 but less than 2............. 1.523 % 1.446 % 1.369 % 1.317 % 1.215 % 1.061 % .900 % .750 %
2 but less than 3............. 2.041 1.937 1.833 1.729 1.626 1.420 1.225 1.030
3 but less than 4............. 2.564 2.433 2.302 2.175 2.041 1.781 1.546 1.310
4 but less than 5............. 3.093 2.961 2.828 2.617 2.459 2.175 1.883 1.590
5 but less than 7............. 3.627 3.433 3.239 3.093 2.881 2.460 2.165 1.870
7 but less than 10............ 4.167 3.951 3.734 3.520 3.239 2.828 2.489 2.150
10 but less than 13........... 4.712 4.467 4.221 4.004 3.788 3.253 2.842 2.430
13 but less than 16........... 5.263 4.988 4.712 4.439 4.167 3.627 3.169 2.710
16 or more.................... 5.820 5.542 5.263 4.987 4.603 4.004 3.500 3.000
</TABLE>

*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 500 Units to
$50,000, 2,500 Units to $250,000, etc., and will be applied on that basis
which is more favorable to the purchaser.

U.S. Treasury Trust Secondary Market Sales Charges

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
- ---------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Less than 1................... 0 0 0 0 0 0 0 0
1 but less than 2............. 1.10 % 1.00 % 0.90 % 0.90 % 0.80 % 0.70 % 0.60 % 0.50 %
2 but less than 3............. 1.40 1.30 1.30 1.20 1.10 1.00 0.80 0.70
3 but less than 4............. 1.60 1.50 1.50 1.40 1.30 1.10 1.00 0.80
4 but less than 5............. 1.80 1.70 1.70 1.50 1.40 1.30 1.10 0.90
5 but less than 7............. 1.90 1.80 1.70 1.70 1.50 1.30 1.20 1.00
7 but less than 10............ 2.20 2.10 2.00 1.90 1.70 1.50 1.30 1.20
10 but less than 13........... 2.70 2.60 2.40 2.30 2.20 1.90 1.70 1.40
13 but less than 16........... 3.30 3.10 2.90 2.80 2.60 2.30 2.00 1.70
16 or more.................... 3.60 3.40 3.30 3.10 2.90 2.50 2.20 1.90
</TABLE>

*Breakpoint sales charges are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$500,000 and 10,000 Units to $1 million, etc., and will be applied on that
basis which is more favorable to the purchaser.

The secondary market sales charges above are expressed as a percent of the
net amount invested; expressed as a percent of the Public Offering Price, the
maximum sales charge on a Corporate Trust, for instance one consisting entirely
of Bonds with 16 years or more to maturity, would be 5.50% (5.820% of the net
amount invested). The actual secondary market sales charge included in the
Public Offering Price of any particular Trust will depend on the maturities of
the Securities in the portfolio of such Trust.

Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than 20%
of the aggregate principal amount of Securities deposited in the Trust during
the initial offering period of the Trust.

At all times while Units are being offered for sale, the Sponsor will
appraise or cause to be appraised daily the value of the underlying Securities
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time on
a day on which the New York Stock Exchange (the "EXCHANGE") is scheduled in
advance to close at such earlier time and will adjust the Public Offering Price
of the Units commensurate with such appraisal. Such Public Offering Price will
be effective for all orders received by a dealer or the Sponsor at or prior to
4:00 p.m. eastern time on each such day or as of any earlier closing time on a
day on which the Exchange is scheduled in advance to close at such earlier time.
Orders received after that time, or on a day when the Exchange is closed for a
scheduled holiday or weekend, will be held until the next determination of
price.

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<PAGE>
Accrued interest from the preceding Record Date to, but not including, the
settlement date of the transaction (three business days after purchase) will be
added to the Public Offering Price to determine the purchase price of Units. See
"ACCRUED INTEREST."

The graduated sales charges set forth in the tables provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same purchaser in the amounts stated,
and for this purpose purchases of this Series will be aggregated with concurrent
purchases of any other Series or of shares of any open-end management investment
company of which the Sponsor is principal underwriter and with respect to the
purchase of which a sales charge is imposed. Purchases by or for the account of
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-laws, sons - and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings, ("IMMEDIATE FAMILY MEMBERS") will be aggregated to determine
the applicable sales charge. The graduated sales charges are also applicable to
a trustee or other fiduciary purchasing securities for a single trust estate or
single fiduciary account. Units may be purchased at the Public Offering Price
without a sales charge by officers or directors and by bona fide, full-time
employees of Nuveen, Nuveen Advisory Corp., Nuveen Institutional Advisory Corp.
and The John Nuveen Company, including in each case these individuals and their
immediate family members (as defined above).

Units may be purchased in the primary market with a sales charge as provided
for "Wrap Accounts" as set forth in Part A of this Prospectus by (1) investors
who purchase Units through registered investment advisers, certified financial
planners and registered broker-dealers who in each case either charge periodic
fees for financial planning, investment advisory or asset management services,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to investors
or their immediate family members (as defined above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates (collectively, the "DISCOUNTED
PURCHASES"). In addition, such investors may purchase Units in the secondary
market at the Public Offering Price for non-breakpoint purchases minus the
concession the Sponsor typically allows to brokers and dealers for
non-breakpoint purchases. Notwithstanding anything to the contrary in this
Prospectus, investors who purchase Units as described in this paragraph will not
receive sales charge reductions for quantity purchases.

The initial or primary Public Offering Price of the Units in each Trust is
based upon a pro rata share of the offering prices per Unit of the Securities in
such Trust plus the applicable sales charge. The secondary market Public
Offering Price of each Trust is based upon a pro rata share of the bid prices
per Unit of the Securities in such Trust plus the applicable sales charge. The
offering prices of Securities in a Trust may be expected to average between 1/2%
to 2% more than the bid prices of such Securities. The difference between the
bid side evaluation and the offering side evaluation of the Securities in each
Trust on the business day prior to the Initial Date of Deposit is shown in the
discussion of each Trust portfolio.

Whether or not Units are being offered for sale, the Sponsor will determine
the aggregate value of each Trust as of 4:00 p.m. eastern time: (i) on each June
30 or December 31 (or, if such date is not a business day, the last business day
prior thereto), (ii) on any day on which a Unit is tendered for redemption (or
the next succeeding business day if the date of tender is a non-business day)
and (iii) at such other times as may be necessary. For this purpose, a "business
day" shall be any day on which the Exchange is normally open. (See "UNIT VALUE
AND EVALUATION.")

13
<PAGE>
MARKET FOR UNITS

During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the offering prices of the Securities in such Trust (plus accrued interest).
Afterward, although it is not obligated to do so, the Sponsor intends to
maintain a secondary market for Units of certain Trusts at its own expense and
continuously to offer to purchase Units of each such Trust at prices, subject to
change at any time, which are based upon the bid prices of Securities in the
respective portfolios of such Trusts. UNITHOLDERS WHO WISH TO DISPOSE OF THEIR
UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER AS TO THE CURRENT REDEMPTION
PRICE. (See "REDEMPTION.") In connection with its secondary market making
activities, the Sponsor may from time to time enter into secondary market joint
account agreements with other brokers and dealers. Pursuant to such an
agreement, the Sponsor will purchase Units from the broker or dealer at the bid
price and will place the Units into a joint account managed by the Sponsor;
sales from the account will be made in accordance with the then current
prospectus and the Sponsor and the broker or dealer will share profits and
losses in the joint account in accordance with the terms of their joint account
agreement.

Certificates, if any, for Units are delivered to the purchaser as promptly
after the date of settlement (three business days after purchase) as the Trustee
can complete the mechanics of registration, normally within 48 hours after
registration instructions are received. Purchasers of Units to whom Certificates
are issued will be unable to exercise any right of redemption until they have
received their Certificates, properly endorsed for transfer. (See "REDEMPTION.")

ACCRUED INTEREST

Accrued interest is the accumulation of unpaid interest on a security bond
from the last day on which interest thereon was paid. Interest on Securities in
each Trust is accounted for daily on an accrual basis. For this reason, the
purchase price of Units of a Trust will include not only the Public Offering
Price but also the proportionate share of accrued interest to the date of
settlement. Unitholders will receive on the next distribution date of a Trust
the amount, if any, of accrued interest paid on their Units.

In an effort to reduce the amount of accrued interest that investors would
have to pay in addition to the Public Offering Price, the Trustee has agreed to
advance to each Trust the amount of accrued interest due on the Securities as of
the Initial Date of Deposit (which has been designated the first Record Date).
This accrued interest will be paid to the Sponsor as the holder of record of all
Units on the Initial Date of Deposit. Consequently, the amount of accrued
interest to be added to the Public Offering Price of Units will include only
accrued interest from the preceding Record Date to, but not including, the date
of settlement of the investor's purchase (three business days after purchase).
The Trustee will recover its advancements (without interest or other cost to the
Trusts) from interest received on the Securities deposited in each Trust.

The Trustee has no cash for distribution to Unitholders until it receives
interest payments on the Securities in the Trusts. Since interest is accrued
daily but paid only semi-annually, during the initial months of the Trusts, the
Interest Accounts, consisting of accrued but uncollected interest and collected
interest (cash), will be predominantly the uncollected accrued interest that is
not available for distribution. However, due to advances by the Trustee, the
Trustee will provide a first distribution approximately 30 to 60 days after the
Initial Date of Deposit. Assuming each Trust retains its original size and
composition and expenses and fees remain the same, annual interest collected and
distributed will approximate the estimated Net Annual Interest Income stated in
Part A of this Prospectus. However, the amount of accrued interest at any point
in time will be greater than the amount that the Trustee will have actually
received and distributed to the Unitholders. Therefore, there will always remain
an item of accrued interest that is included in the purchase price and the
redemption price of the Units.

14
<PAGE>
Interest is accounted for daily and a proportionate share of accrued and
undistributed interest computed from the preceding Record Date is added to the
daily valuation of each Unit of each Trust. (See Part A of this Prospectus and
"DISTRIBUTIONS TO UNITHOLDERS?") As Securities mature, or are redeemed or sold,
the accrued interest applicable to such securities is collected and subsequently
distributed to Unitholders. Unitholders who sell or redeem all or a portion of
their Units will be paid their proportionate share of the remaining accrued
interest to, but not including, the third business day following the date of
sale or tender.

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN

The Estimated Long Term Return for each Trust is a measure of the return to
the investor expected to be earned over the estimated life of the Trust. The
Estimated Long Term Return represents an average of the yields to maturity (or
call) of the Securities in the Trust's portfolio calculated in accordance with
accepted practice and adjusted to reflect expenses and sales charges. Under
accepted practice, securities are customarily offered to investors on a "yield
price" basis, which involves computation of yield to maturity or to an earlier
call date (whichever produces the lower yield), and which takes into account not
only the interest payable on the securities but also the amortization or
accretion of any premium over, or discount from, the par (maturity) value
inherent in the security's purchase price. In the calculation of Estimated Long
Term Return, the average yield for a Trust's portfolio is derived by weighting
each Security's yield by the market value of the Security and by the amount of
time remaining to the date to which the Security is priced. This weighted
average yield is then adjusted to reflect estimated expenses, is compounded, and
is reduced by a factor which represents the amortization of the sales charge
over the expected average life of a Trust. The Estimated Long Term Return
calculation does not take into account the effect of a first distribution which
may be less than regular distribution or may be paid at some point after 30 days
(or a second distribution which may be less than a normal distribution for
Unitholders who choose quarterly or semi-annual plans of distribution), and it
also does not take into account the difference in timing of payments to
Unitholders who choose quarterly or semi-annual plans of distribution, each of
which will effect the return.

Estimated Current Return is computed by dividing the Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated Current Return does not reflect the amortization of premium or
accretion of discount, if any, on the Securities in a Trust's portfolio. Net
Annual Interest Income per Unit is calculated by dividing the annual interest
income to a Trust, less estimated expenses, by the number of Units outstanding.

Net Annual Interest Income per Unit, used to calculate Estimated Current
Return, will vary with changes in fees and expenses of the Trustee and the
Evaluator and with the redemption, maturity, exchange or sale of Securities. A
Unitholder's actual return may vary significantly from the Estimated Long-Term
Return, based on their holding period, market interest rate changes, other
factors affecting the prices of individual securities in the portfolio, and
differences between the expected remaining life of portfolio securities and the
actual length of time that they remain in a Trust; such actual holding periods
may be reduced by termination of a Trust, as described in "OTHER INFORMATION."
Since both the Estimated Current Return and the Estimated Long Term Return
quoted herein are based on the market value of the underlying Securities on the
business day prior to the Initial Date of Deposit, subsequent calculations of
these performance measures will reflect the then current market value of the
underlying Securities and may be higher or lower. The Sponsor will provide
estimated cash flow information relating to a Trust without charge to each
potential investor in a Trust who receives this prospectus and makes an oral or
written request to the Sponsor for such information.

A portion of the monies received by a Trust may be treated, in the first
year only, as a return of principal due to the inclusion in the Trust portfolio
of "when-issued" or other Securities having delivery dates after the date of
settlement for purchases made on the Initial Date of Deposit. A consequence of
this treatment is that in the computation of Estimated Current Return for the
first year, such monies are excluded from Net Annual

15
<PAGE>

Interest Income and treated as an adjustment to the Public Offering Price. (See
"Essential Information" appearing in Part A of this Prospectus, "COMPOSITION OF
TRUSTS" and "TAX STATUS").

A comparison of estimated current returns with the returns on various other
taxable investments is one element to consider in making an investment decision.
The Sponsor may from time to time in its advertising and sales materials compare
the then current estimated returns on a Trust and returns over specified periods
on other similar Nuveen Trusts with returns on taxable investments such as
corporate or U.S. Government securities, bank CD's and money market accounts or
money market funds, each of which has investment characteristics that may differ
from those of the Trust. In addition, the Sponsor may compare the performance of
various indices with the performance of U.S. Government securities and bank CDs.
U.S. Government securities, for example, are backed by the full faith and credit
of the U.S. Government and bank CDs and money market accounts are insured by an
agency of the federal government. Money market accounts and money market funds
provide stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. The investment characteristics of the
Trusts are described more fully elsewhere in the Prospectus.

EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT

The prices at which the Securities deposited in the Trusts would have been
offered to the public on the business day prior to the Initial Date of Deposit
were determined by the Trustee on the basis of an evaluation of such securities
prepared by Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc., a
firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities.

The amount by which the Trustee's determination of the OFFERING PRICES of
the Securities deposited in the Trust was greater or less than the cost of such
Securities to the Sponsor was PROFIT OR LOSS to the Sponsor exclusive of any
underwriting profit. (See Part A of this Prospectus.) The Sponsor also may
realize FURTHER PROFIT OR SUSTAIN FURTHER LOSS as a result of fluctuations in
the Public Offering Price of the Units. Cash, if any, made available to the
Sponsor prior to the settlement date for a purchase of Units, or prior to the
acquisition of all Portfolio securities by a Trust, may be available for use in
the Sponsor's business, and may be of benefit to the Sponsor.

TAX STATUS

For purposes of the following discussion and opinions, it is assumed that
each Security is debt for federal income tax purposes. In the opinion of Chapman
and Cutler, special counsel for the Sponsor, under existing law:

1. Each Trust is not an association taxable as a corporation for
federal income tax purposes.

2. Each Unitholder will be considered the owner of a pro rata portion
of each of the Trust assets for federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Internal Revenue Code of 1986, as amended
(the "CODE"). Each Unitholder will be considered to have received his pro
rata share of income derived from each Trust asset when such income is
considered to be received by a Trust. Each Unitholder will be required to
include in taxable income for Federal income tax purposes, original issue
discount with respect to his interest in any Security held by a Trust at the
same time and in the same manner as though the Unitholder were the direct
owner of such interest.

3. Each Unitholder will have a taxable event when a Security is
disposed of (whether by sale, exchange, liquidation, redemption, or payment
at maturity) or when the Unitholder redeems or sells his Units. A
Unitholder's tax basis in his Units will equal his tax basis in his pro rata
portion of all the assets of the Trust. Such basis is determined (before
adjustments described below) by apportioning the tax basis

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for the Units among each of the Trust assets, according to value as of the
valuation date nearest the date of acquisition of the Units. Unitholders
must reduce the tax basis of their Units for their share of accrued interest
received, if any, on Securities delivered after the date on which the
Unitholders pay for their Units to the extent that such interest accrued on
such Securities before the date the Trust acquired ownership of the
Securities (and the amount of this reduction may exceed the amount of
accrued interest paid to the sellers) and, consequently, such Unitholders
may have an increase in taxable gain or reduction in capital loss upon the
disposition of such Units. It should be noted that certain legislative
proposals have been made which could effect the calculation of basis for
Unitholders holding securities that are substantially identical to the
Securities. Unitholders should consult their own tax advisors with regard to
calculation of basis. Gain or loss upon the sale or redemption of Units is
measured by comparing the proceeds of such sale or redemption with the
adjusted basis of the Units. If the Trustee disposes of Securities, (whether
by sale, exchange, payment on maturity, redemption or otherwise) gain or
loss is recognized to the Unitholder (subject to various non-recognition
provisions of the Code). The amount of any such gain or loss is measured by
comparing the Unitholders' pro rata share of the total proceeds from such
disposition with his basis for his fractional interest in the asset disposed
of. The basis of each Unit and of each Security which was issued with
original issue discount (including the U.S. Treasury obligations) (or which
has market discount) must be increased by the amount of accrued original
issue discount (and market discount if the Unitholder elects to include
market discount in income as it accrues) and the basis of each Unit and of
each Security which was purchased by a Trust at a premium must be reduced by
the annual amortization of bond premium which the Unitholder has properly
elected to amortize under Section 171 of the Code. The tax basis reduction
requirements of the Code relating to amortization of bond premium may, under
some circumstances, result in the Unitholder realizing a taxable gain when
his Units are sold or redeemed for an amount equal to or less than his
original cost. A Trust may contain certain "zero coupon" Securities (the
"STRIPPED TREASURY SECURITIES") that are treated as bonds that were
originally issued at an original issue discount provided, pursuant to a
Treasury Regulation (the "REGULATION") issued on December 28, 1992, that the
amount of original issue discount determined under Section 1286 of the Code
is not less than a DE MINIMIS amount as determined thereunder. Because the
Stripped Treasury Securities represent interests in "stripped" U.S. Treasury
bonds, a Unitholder's initial cost for his pro rata portion of each Stripped
Treasury Security held by a Trust (determined at the time he acquires his
Units, in the manner described above) shall be treated as its "purchase
price" by the Unitholder. Original issue discount is effectively treated as
interest for federal income tax purposes, and the amount of original issue
discount in this case is generally the difference between the bond's
purchase price and its stated redemption price at maturity. A Unitholder
will be required to include in gross income for each taxable year the sum of
his daily portions of original issue discount attributable to the Stripped
Treasury Securities held by a Trust as such original issue discount accrues
and will, in general, be subject to federal income tax with respect to the
total amount of such original issue discount that accrues for such year even
though the income is not distributed to the Unitholders during such year to
the extent it is not less than a DE MINIMIS amount as determined under the
Regulation. To the extent that the amount of such discount is less than the
respective DE MINIMIS amount, such discount shall be treated as zero. In
general, original issue discount accrues daily under a constant interest
rate method which takes into account the semi-annual compounding of accrued
interest. In the case of the Stripped Treasury Securities, this method will
generally result in an increasing amount of income to the Unitholders each
year. Unitholders should consult their tax advisers regarding the Federal
income tax consequences and accretion of original issue discounts.

Limitations on Deductibility of Trust Expenses by Unitholders -- Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by the
Unitholder to the same extent as though the expense had been paid directly by
him. It should be noted that as a result of the Tax Reform Act of 1986, certain
miscellaneous itemized deductions, such as investment expenses, tax return
preparation fees and employee business expenses, may be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income (similar limitations also apply to estates and trusts). Unitholders may
be required to

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treat some or all of the expenses paid by each Trust as miscellaneous itemized
deductions subject to this limitation.

Premium -- If a Unitholder's tax basis of his pro rata portion in any
Securities held by a Trust exceeds the amount payable by the issuer of the
Security with respect to such pro rata interest upon the maturity of the
Security, such excess would be considered "premium" which may be amortized by
the Unitholder at the Unitholder's election as provided in Section 171 of the
Code. Unitholders should consult their tax advisers regarding whether such
election should be made and the manner of amortizing premium.

Original Issue Discount -- Certain of the Securities in a Trust may have
been acquired with "original issue discount." In the case of any Securities in a
Trust acquired with "original issue discount" that exceeds a "DE MINIMIS" amount
as specified in the Code or in the case of the Stripped Treasury Securities as
specified in the Regulation, such discount is includable in taxable income of
the Unitholders on an accrual basis computed daily, without regard to when
payments of interest on such Securities are received. The Code provides a
complex set of rules regarding the accrual of original issue discount. These
rules provide that original issue discount generally accrues on the basis of a
constant compound interest rate over the term of the Securities. Unitholders
should consult their tax advisers as to the amount of original issue discount as
it accrues.

Special original issue discount rules apply if the purchase price of the
Security by a Trust exceeds its original issue price plus the amount of original
issue discount which would have previously accrued based upon its issue price
(its "ADJUSTED ISSUE PRICE"). Similarly, these special rules would apply to a
Unitholder if the tax basis of his pro rata portion of a Security issued with
original issue discount exceeds his pro rata portion of its adjusted issue
price. Unitholders should also consult their tax advisers regarding these
special rules.

It is possible that a Corporate Bond that has been issued at an original
issue discount may be characterized as a "high-yield discount obligation" within
the meaning of Section 163(e)(5) of the Code. To the extent that such an
obligation is issued at a yield in excess of six percentage points over the
applicable Federal rate, a portion of the original issue discount on such
obligation will be characterized as a distribution of stock (e.g., dividends)
for purposes of the dividends received deduction which is available to certain
corporations with respect to certain dividends received by such corporation.

Market Discount -- If a Unitholder's tax basis in his pro rata portion of
Securities is less than the allocable portion of such Security's stated
redemption price at maturity (or, if issued with original issue discount, the
allocable portion of its "REVISED ISSUE PRICE"), such difference will constitute
market discount unless the amount of market discount is "DE MINIMIS" as
specified in the Code. Market discount accrues daily computed on a straight-line
basis, unless the Unitholder elects to calculate accrued market discount under a
constant-yield method. The market discount rules do not apply to Stripped
Treasury Securities because they are stripped debt instruments subject to
special original issue discount rules discussed above. Unitholders should
consult their own tax advisers regarding whether an election should be made and
as to the amount of market discount which accrues.

Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Securities, on the sale, maturity or
disposition of such Securities by a Trust, and on the sale by a Unitholder of
Units, unless a Unitholder elects to include the accrued market discount in
taxable income as such discount accrues. If a Unitholder does not elect to
annually include accrued market discount in taxable income as it accrues,
deductions for any interest expense incurred by the Unitholder which is incurred
to purchase or carry his Units will be reduced by such accrued market discount.
In general, the portion of any interest expense which was not currently
deductible would ultimately be deductible when the accrued market discount is
included in income. Unitholders should consult their tax advisors regarding
whether an election should be made to

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include market discount in income as it accrues and as to the amount of interest
expense which may not be currently deductible.

Computation of the Unitholder's Tax Basis -- The tax basis of a Unitholder
with respect to his interest in a Security is increased by the amount of
original issue discount (and market discount, if the Unitholder elects to
include market discount, if any, on the Securities held by a Trust in income as
it accrues) thereon properly included in the Unitholder's gross income as
determined for Federal income tax purposes and reduced by the amount of any
amortized premium which the Unitholder has properly elected to amortize under
Section 171 of the Code. A Unitholder's tax basis in his Units will equal his
tax basis in his pro rata portion of all of the assets of a Trust.

Recognition of Taxable Gain or Loss upon Disposition of Obligations by a
Trust or Disposition of Unit -- A Unitholder will recognize taxable capital gain
(or loss) when all or part of his pro rata interest in a Security is disposed of
in a taxable transaction for an amount greater (or less) than his tax basis
therefor (subject to various non-recognition provisions of the Code). (Any gain
recognized on a sale or exchange and not constituting a realization of accrued
"market discount," and any loss, will generally be capital gain or loss except
in the case of a dealer or financial institution.) As previously discussed, gain
realized on the disposition of the interest of a Unitholder in any Security
deemed to have been acquired with market discount will be treated as ordinary
income to the extent the gain does not exceed the amount of accrued market
discount not previously taken into income. Any capital gain or loss arising from
the disposition of a Security by a Trust or the disposition of Units by a
Unitholder will be short-term capital gain (or loss) unless the Unitholder has
held his Units for more than one year in which case such capital gain or loss
will be long-term. For taxpayers other than corporations, net capital gains
(which is defined as net long-term capital gain over short-term capital loss for
a taxable year) are subject to a maximum marginal stated tax rate of 28%.
However, it should be noted that legislative proposals are introduced from time
to time that affect tax rates and could affect relative differences at which
ordinary income and capital gains are taxed. The tax basis reduction
requirements of the Code relating to amortization of Security premium may, under
some circumstances, result in the Unitholder's realizing taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
cost.

If the Unitholder disposes of a Unit, he is deemed thereby to have disposed
of his entire pro rata interest in all Trust assets, including his pro rata
portion of all of the Securities represented by the Unit. This may result in a
portion of the gain, if any, on such sale being taxable as ordinary income under
the market discount rules (assuming no election was made by the Unitholder to
include market discount in income as it accrues) as previously discussed.

"The Revenue Reconciliation Act of 1993" (the "TAX ACT") raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated rate
for taxpayers other than corporations. Because some or all capital gains are
taxed at a comparatively lower rate under the Tax Act, the Tax Act includes a
provision that recharacterizes capital gains as ordinary income in the case of
certain financial transactions that are "conversion transactions" effective for
transactions entered into after April 30, 1993. Unitholders and prospective
investors should consult with their tax advisers regarding the potential effect
of this provision on their investment in Units. Legislative proposals have been
made that would treat certain transactions designed to reduce or eliminate risk
of loss and opportunities for gain as constructive sales for purposes of
recognition of gain (but not loss). Unitholders should consult their own tax
advisors with regard to any such constructive sales rules.

Foreign Investors -- A Unitholder who is a foreign investor (I.E., an
investor other than a U.S. citizen or resident of a U.S. corporation,
partnership, estate or trust) will not be subject to United States federal
income taxes, including withholding taxes, on amounts distributed from the Trust
(including any original issue discount) on, or any gain from the sale or other
disposition of, his pro rata interest in any Security or the sale of his Units
PROVIDED that (i) the interest income or gain is not effectively connected to
the conduct by the

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foreign investor of a trade or business within the United States, (ii) with
respect to any gain, the foreign investor (if an individual) is not present in
the United States for 183 days or more during his taxable year, (iii) the
foreign investor provides all certification which may be required of his or her
status (foreign investors may contact the Sponsor to obtain a Form W-8 which
must be filed with the Trustee and refiled every three calendar years
thereafter) and (iv) FURTHER PROVIDED that the exemption from withholding for
U.S. Federal income taxes for interest on any U.S. Securities shall apply to the
extent the securities were issued after July 18, 1984. Foreign investors should
consult their tax advisers with respect to United States tax consequences of
ownership of Units.

It should be noted that the Tax Act includes a provision which eliminates
the exemption from United States taxation, including withholding taxes, for
certain "contingent interest." The provision applies to interest received after
December 31, 1993. No opinion is expressed herein regarding the potential
applicability of this provision and whether United States taxation or
withholding taxes could be imposed with respect to income derived from the Units
as a result thereof. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.

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

General -- Each Unitholder (other than a foreign investor who has properly
provided the certifications described above) will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by a
Trust to such Unitholder including amounts received upon the redemption of the
Units will be subject to back-up withholding.

The Sponsor believes that investors who are individuals will not be subject
to any state or local personal income taxes on the interest received by the U.S.
Treasury Trusts and distributed to them. However, investors (including
individuals) may be subject to state and local taxes on any capital gains (or
market discount treated as ordinary income) derived from the U.S. Treasury
Trusts and to other state and local taxes (including corporate income or
franchise taxes, personal property or intangibles taxes, and estate or
inheritance taxes) on their Units or the income derived therefrom. In addition,
individual investors (and any other investors which are not subject to state and
local taxes on the interest income derived from the U.S. Treasury Trusts) will
probably not be entitled to a deduction for state and local tax purposes for
their share of the fees and expenses paid by the U.S. Treasury Trusts, for any
amortized bond premium or for any interest on indebtedness incurred to purchase
or carry their Units. Therefore, even though the Sponsor believes that interest
income from the U.S. Treasury Trusts is exempt from state and local personal
income taxes in all states, investors should consult their own tax advisers with
respect to state and local taxation.

The foregoing discussion relates only to United States federal income taxes
and applies only to the Trusts which are described in this Prospectus;
Unitholders may be subject to state and local taxation in other jurisdictions
(including a foreign investor's country of residence). Unitholders should
consult their tax advisers regarding potential state, local, or foreign taxation
with respect to the Units and the tax treatment of Securities acquired at an
original issue discount or market discount and premium, if any.

TRUST OPERATING EXPENSES

No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
does, however, receive those fees as set forth in "EXPENSE INFORMATION" in Part
A of this Prospectus for regularly evaluating the Bonds and for maintaining
surveillance over the portfolio. (See "UNIT VALUE AND EVALUATION.")

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The Trustee receives for ordinary recurring services an annual fee for each
plan of distribution for each Trust as set forth in "EXPENSE INFORMATION"
appearing in Part A of this Prospectus. Each annual fee is per $1,000 principal
amount of the underlying Securities in a Trust for that portion of the Trust
that represents a particular plan of distribution. The Trustee's fee may be
periodically adjusted in response to fluctuations in short-term interest rates
(reflecting the cost to the Trustee of advancing funds to a Trust to meet
scheduled distributions) and may be further adjusted in accordance with the
cumulative percentage increase of the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent of Shelter" since the
establishment of the Trusts. The Trustee has the use of funds, if any, being
held in the Interest and Principal Accounts of each Trust for future
distributions, payment of expenses and redemptions. These Accounts are
non-interest bearing to Unitholders. Pursuant to normal banking procedures, the
Trustee benefits from the use of funds held therein. Part of the Trustee's
compensation for its services to the Trusts is expected to result from such use
of these funds.

Premiums for the policies of insurance obtained by the Sponsor or by the
Corporate Bond issuers with respect to the Corporate Bonds in the Insured
Corporate Trusts have been paid in full prior to the deposit of the Corporate
Bonds in the Corporate Trusts, and the value of such insurance has been included
in the evaluation of the Corporate Bonds in each Corporate Trust and accordingly
in the Public Offering Price of Units of each Corporate Trust. There are no
annual continuing premiums for such insurance.

All or a portion of the expenses incurred in establishing the Trusts,
including costs of preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities and Exchange
Commission and states, the initial audit of each Trust portfolio, the initial
evaluation, legal fees, the initial fees and expenses of the Trustee and any
other non-material out-of-pocket expenses, will be amortized and paid by the
Trust over the lesser of 60 months or the life of the Trust. The following are
additional expenses of the Trusts and, when paid by or are owed to the Trustee,
are secured by a lien on the assets of the Trust or Trusts to which such
expenses are allocable: (1) the expenses and costs of any action undertaken by
the Trustee to protect the Trusts and the rights and interests of the
Unitholders; (2) all taxes and other governmental charges upon the Securities or
any part of the Trusts (no such taxes or charges are being levied or made or, to
the knowledge of the Sponsor, contemplated); (3) amounts payable to the Trustee
as fees for ordinary recurring services and for extraordinary non-recurring
services rendered pursuant to the Indenture, all disbursements and expenses
including counsel fees (including fees of counsel which the Trustee may retain)
sustained or incurred by the Trustee in connection therewith; and (4) any losses
or liabilities accruing to the Trustee without negligence, bad faith or willful
misconduct on its part. The Trustee is empowered to sell Securities in order to
pay these amounts if funds are not otherwise available in the applicable
Interest and Principal Accounts.

The Indenture requires each Trust to be audited on an annual basis at the
expense of the Trust by independent public accountants selected by the Sponsor.
The Trustee shall not be required, however, to cause such an audit to be
performed if its cost to a Trust shall exceed $.05 per Unit on an annual basis.
Unitholders of a Trust covered by an audit may obtain a copy of the audited
financial statements upon request.

DISTRIBUTIONS TO UNITHOLDERS

Interest received by the Trustee on the Securities in each Trust, including
that part of the proceeds of any disposition of Securities which represents
accrued interest and including any insurance proceeds representing interest due
on defaulted Corporate Bonds, shall be credited to the "Interest Account" of
such Trust and all other moneys received by the Trustee shall be credited to the
"Principal Account" of such Trust.

The pro rata share of cash in the Principal Account in each Trust will be
computed as of each semi-annual Record Date and distributions to the Unitholders
as of such Record Date will be made on or shortly after the

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fifteenth day of the month. With the exception of proceeds received from
maturing U.S. Treasury Obligations by the U.S. Treasury Trusts, proceeds
received from the disposition, including sale, call or maturity, of any of the
Securities and all amounts paid with respect to zero coupon bonds and Stripped
Obligations will be held in the Principal Account and either used to pay for
Units redeemed or distributed on the Distribution Date following the next
semi-annual Record Date. Proceeds received by a U.S. Treasury Trust as a result
of the maturity of an underlying U.S. Treasury Obligation will be distributed
within five business days after such U.S. Treasury Obligation matures to
Unitholders of record on such maturity date. The Trustee is not required to make
a distribution from the Principal Account of any Trust unless the amount
available for distribution in such account equals at least ten cents per Unit.

The pro rata share of the Interest Account in each Trust will be computed by
the Trustee as of each Record Date and distributions will be made on or shortly
after the fifteenth day of the month to Unitholders of such Trust as of the
Record Date who are entitled to distributions at that time under the plan of
distribution chosen. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the next Record Date under the applicable plan of distribution.

Purchasers of Units who desire to receive interest distributions on a
monthly or quarterly basis may elect to do so at the time of purchase during the
initial public offering period. Those indicating no choice will be deemed to
have chosen the semi-annual distribution plan. All Unitholders, however, who
purchase Units during the initial public offering period and who hold them of
record on the first Record Date after the Initial Date of Deposit will receive
the first distribution of interest. Thereafter, Record Dates for monthly
distributions will be the first day of each month; Record Dates for quarterly
distributions will be the first day of February, May, August and November; and
Record dates for semi-annual distributions will be the first day of May and
November. See Part A of this Prospectus for details of distributions per Unit of
each Trust based upon estimated Net Annual Interest Income at the Initial Date
of Deposit. The amount of the regular distributions will generally change when
Securities are redeemed, mature or are sold or when fees and expenses increase
or decrease. For the purpose of minimizing fluctuations in the distributions
from the Interest Account of a Trust, the Trustee is authorized to advance such
amounts as may be necessary to provide for interest distributions of
approximately equal amounts. The Trustee shall be reimbursed, without interest,
for any such advances from funds in the Interest Account of such Trust. The
Trustee's fee takes into account the costs attributable to the outlay of capital
needed to make such advances.

The plan of distribution selected by a Unitholder will remain in effect
until changed. Unitholders purchasing Units in the secondary market will
initially receive distributions in accordance with the election of the prior
owner. Unitholders desiring to change their plan of distribution may do so by
sending a written notice requesting the change, together with any
Certificate(s), to the Trustee. The notice and any Certificate(s) must be
received by the Trustee not later than the semi-annual Record Date to be
effective as of the semi-annual distribution following the subsequent
semi-annual Record Date. Unitholders are requested to make any such changes
within 45 days prior to the applicable Record Date. Certificates should only be
sent by registered or certified mail to minimize the possibility of their being
lost or stolen. See "OWNERSHIP AND TRANSFER OF UNITS."

As of the first day of each month the Trustee will deduct from the Interest
Account of a Trust or, to the extent funds are not sufficient therein, from the
Principal Account of a Trust, amounts needed for payment of expenses of such
Trust. The Trustee also may withdraw from said accounts such amount, if any, as
it deems necessary to establish a reserve for any governmental charges payable
out of such Trust. Amounts so withdrawn shall not be considered a part of a
Trust's assets until such time as the Trustee shall withdraw from the Interest
Account and the Principal Account of a Trust such amounts as may be necessary to
cover redemptions of Units of such Trust by the Trustee. Funds which are
available for future distributions, redemptions and payment of expenses are held
in accounts which are non-interest bearing to Unitholders and are available for
use by the Trustee pursuant to normal banking procedures.

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Unitholders of a Trust which contains Stripped Treasury Securities should
note that Stripped Treasury Securities are sold at a deep discount because the
buyer of those securities obtains only the right to receive a future fixed
payment on the security and not any rights to periodic interest payments
thereon. Purchasers of these Securities acquire, in effect, discount obligations
that are economically identical to the "zero-coupon bonds" that have been issued
by corporations. Zero coupon bonds are debt obligations which do not make any
periodic payments of interest prior to maturity and accordingly are issued at a
deep discount. Under generally accepted accounting principles, a holder of a
security purchased at a discount normally must report as an item of income for
financial accounting purposes the portion of the discount attributable to the
applicable reporting period. The calculation of this attributable income would
be made on the "interest" method which generally will result in a lesser amount
of includable income in earlier periods and a corresponding larger amount in
later periods. For federal income tax purposes, the inclusion will be on a basis
that reflects the effective compounding of accrued but unpaid interest
effectively represented by the discount. Although this treatment is similar to
the "interest" method described above, the "interest" method may differ to the
extent that generally accepted accounting principles permit or require the
inclusion of interest on the basis of a compounding period other than the
semi-annual period. See "TAX STATUS."

ACCUMULATION PLAN

The Sponsor is also the principal underwriter of several open-end mutual
funds (the "ACCUMULATION FUNDS") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest principal distributions
or interest and principal distributions automatically, without any sales charge.
Each Accumulation Fund has investment objectives which differ in certain
respects from those of the Trusts and may invest in securities which would not
be eligible for deposit in the Trusts. Further information concerning the
Accumulation Plan and a list of Accumulation Funds is set forth in the
Information Supplement of this Prospectus, which may be obtained by contacting
the Trustee at the phone number listed on the back cover of this Prospectus.

Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from principal only reinvestment to reinvestment of both
principal and interest or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. Such notice will be effective as of the next Record Date occurring at
least 10 days after the Trustee's receipt of the notice. There will be no charge
or other penalty for such change of election or termination. The character of
Trust distributions for income tax purposes will remain unchanged even if they
are reinvested in an Accumulation Fund.

REPORTS TO UNITHOLDERS

The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of interest, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at any
time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust (i) as to the Interest Account: interest
received (including amounts representing interest received upon any disposition
of Securities), deductions for fees and expenses of such Trust, redemption of
Units and the balance remaining after such distributions and deductions,
expressed in each case both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last business
day of such calendar year; (ii) as to the Principal Account: the dates of
disposition of any Securities and the net proceeds received therefrom (excluding
any portion representing accrued interest), the amount paid for purchase of
Replacement Securities, the amount paid upon redemption of Units, deductions for
payment of applicable taxes and fees and expenses of the Trustee, and the
balance remaining after such distributions and deductions expressed both as a
total dollar amount and as a

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dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (iii) a list of the Securities held and
the number of Units outstanding on the last business day of such calendar year;
(iv) the Unit Value based upon the last computation thereof made during such
calendar year; and (v) amounts actually distributed during such calendar year
from the Interest Account and from the Principal Account, separately stated,
expressed both as total dollar amounts and as dollar amounts representing the
pro rata share of each Unit outstanding.

UNIT VALUE AND EVALUATION

The value of each Trust is determined by the Sponsor on the basis of (1) the
cash on hand in the Trust or moneys in the process of being collected, (2) the
value of the Securities in the Trust based on the BID prices of the Securities
and (3) interest accrued thereon not subject to collection, LESS (1) amounts
representing taxes or governmental charges payable out of the Trust and (2) the
accrued expenses of the Trust. The result of such computation is divided by the
number of Units of the Trust outstanding as of the date thereof to determine the
per Unit value ("UNIT VALUE") of such Trust. The Sponsor may determine the value
of the Securities in each Trust (1) on the basis of current BID prices of the
Securities obtained from dealers or brokers who customarily deal in securities
comparable to those held by the Trust, (2) if bid prices are not available for
any of the Securities, on the basis of bid prices for comparable securities, (3)
by causing the value of the Securities to be determined by others engaged in the
practice of evaluating, quoting or appraising comparable securities or (4) by
any combination of the above. Although the Unit Value of each Trust is based on
the BID prices of the Securities, the Units are sold initially to the public at
the Public Offering Price based on the OFFERING prices of the Securities.

Because the insurance obtained by the Sponsor or by the issuers of Corporate
Bonds with respect to the Corporate Bonds in the Insured Corporate Trusts is
effective so long as such Corporate Bonds are outstanding, such insurance will
be taken into account in determining the bid and offering prices of such
Corporate Bonds and therefore some value attributable to such insurance will be
included in the value of Units of Corporate Trusts that include such Corporate
Bonds.

DISTRIBUTIONS OF UNITS TO THE PUBLIC

Nuveen, in addition to being the Sponsor, is the sole Underwriter of the
Units. It is the intention of the Sponsor to qualify Units of the Trusts for
sale under the laws of substantially all of the states of the United States of
America.

Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks compensation
based on the then current interest rate. This is a normal warehousing
arrangement during the period of distribution of the Units to public investors.
To facilitate the handling of transactions, sales of Units shall be limited to
transactions involving a minimum of either $5,000 or 50 Units, whichever is
less, ($1,000 for IRA Accounts). The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.

The Sponsor plans to allow a discount to brokers and dealers in connection
with the primary distribution of Units. The amounts of such discounts are set
forth in Part A of this Prospectus.

The Sponsor currently intends to maintain a secondary market for Units of
certain Trusts. See "MARKET FOR UNITS." The amount of the dealer concession on
secondary market purchases of Trust Units through the Sponsor will be computed
based upon the value of the Bonds in the Trust portfolio, including the sales

24
<PAGE>
charge computed as described in "PUBLIC OFFERING PRICE", and adjusted to reflect
the cash position of the Trust principal account, and will vary with the size of
the purchase as shown in the following table:

Corporate Trust Dealer Concessions

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
- -------------------------- --------- --------- --------- --------- --------- ---------- ---------- ----------
Less than 1............... 0 0 0 0 0 0 0 0
1 but less than 2......... 1.00% .90% .85% .80% .70% .55% .467% .389%
2 but less than 3......... 1.30 1.20 1.10 1.00 .90 .73 .634 .538
3 but less than 4......... 1.60 1.45 1.35 1.25 1.10 .90 .781 .662
4 but less than 5......... 2.00 1.85 1.75 1.55 1.40 1.25 1.082 .914
5 but less than 7......... 2.30 2.15 1.95 1.80 1.65 1.50 1.320 1.140
7 but less than 10........ 2.60 2.45 2.25 2.10 1.95 1.70 1.496 1.292
10 but less than 13....... 3.00 2.80 2.60 2.45 2.30 2.00 1.747 1.494
13 but less than 16....... 3.25 3.15 3.00 2.75 2.50 2.15 1.878 1.606
16 or more................ 3.50 3.50 3.40 3.35 3.00 2.50 2.185 1.873
</TABLE>

*Breakpoint sales charges and related dealer concessions are computed both on a
dollar basis and on the basis of the number of Units purchased, using the
equivalent of 500 Units to $50,000, 2,500 Units to $250,000, etc., and will be
applied on that basis which is more favorable to the purchaser.

U.S. Treasury Trust Dealer Concessions

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE*
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$50,000 $100,000 $250,000 $500,000 $1,000,000 $2,500,000
UNDER TO TO TO TO TO TO $5,000,000
YEARS TO MATURITY $50,000 $99,999 $249,999 $499,999 $999,999 $2,499,999 $4,999,999 OR MORE
- -------------------------- --------- --------- --------- --------- --------- ---------- ---------- ----------
Less than 1............... 0 0 0 0 0 0 0 0
1 but less than 2......... 0.715% 0.650% 0.585% 0.585% 0.520% 0.455% 0.390% 0.325%
2 but less than 3......... 0.910 0.845 0.845 0.780 0.715 0.650 0.520 0.455
3 but less than 4......... 1.040 0.975 0.975 0.910 0.845 0.715 0.650 0.520
4 but less than 5......... 1.170 1.105 1.105 0.975 0.910 0.845 0.715 0.585
5 but less than 7......... 1.235 1.170 1.105 1.105 0.975 0.845 0.780 0.650
7 but less than 10........ 1.430 1.365 1.300 1.235 1.105 0.975 0.845 0.780
10 but less than 13....... 1.755 1.690 1.560 1.495 1.430 1.235 1.105 0.910
13 but less than 16....... 2.145 2.015 1.885 1.820 1.690 1.495 1.300 1.105
16 or More................ 2.340 2.210 2.145 2.015 1.885 1.625 1.430 1.235
</TABLE>

The Sponsor reserves the right to change the amounts of the dealer
concessions from time to time.

Registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management services, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, and bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, are not entitled to receive any dealer concession for any sales made
to investors which qualified as "Discounted Purchases" during the primary or
secondary market. (See "PUBLIC OFFERING PRICE.")

Certain commercial banks are making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to the banks in the amounts shown in the
above table. The Glass-Steagall Act prohibits banks from underwriting Trust
Units; the Act does, however, permit certain agency transactions and banking
regulators have not indicated that these particular agency transactions are not
permitted under the Act. In Texas and in certain other states, any bank making
Units available must be registered as a broker-dealer under state law.

25
<PAGE>
OWNERSHIP AND TRANSFER OF UNITS

The ownership of Units is evidenced by registered Certificates unless the
Unitholder expressly requests that ownership be evidenced by a book entry
position recorded on the books and records of the Trustee. The Trustee is
authorized to treat as the owner of Units that person who at the time is
registered as such on the books of the Trustee. Any Unitholder who holds a
Certificate may change to book entry ownership by submitting to the Trustee the
Certificate along with a written request that the Units represented by such
Certificate be held in book entry form. Likewise, a Unitholder who holds Units
in book entry form may obtain a Certificate for such Units by written request to
the Trustee. Units may be held in denominations of one Unit or any multiple or
fraction thereof. Fractions of Units are computed to three decimal places. Any
Certificates issued will be numbered serially for identification, and are issued
in fully registered form, transferable only on the books of the Trustee. Book
entry Unitholder will receive a Book Entry Position Confirmation reflecting
their ownership.

For Trusts allowing optional plans of distribution, Certificates for Units
will bear an appropriate notation of their face indicating which plan of
distribution has been selected. When a change is made, the existing Certificates
must be surrendered to the Trustee and new Certificates issued to reflect the
currently effective plan of distribution. There will be no charge for this
service. Holders of book entry Units can change their plan of distribution by
making a written request to the Trustee, which will issue a new Book Entry
Position Confirmation to reflect such change.

Units are transferable by making a written request to the Trustee and, in
the case of Units evidenced by Certificate(s), by presenting and surrendering
such Certificate(s) to the Trustee, at its address listed on the back cover of
this Part B of the Prospectus, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s) must
be guaranteed by a guarantor acceptable to the Trustee. In certain instances the
Trustee may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator or
certificates of corporate authority. Mutilated Certificates must be surrendered
to the Trustee in order for a replacement Certificate to be issued. Although at
the date hereof no charge is made and none is contemplated, a Unitholder may be
required to pay $2.00 to the Trustee for each Certificate reissued or transfer
of Units requested and to pay any governmental charge which may be imposed in
connection therewith.

REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES

To obtain a new Certificate replacing one that has been lost, stolen, or
destroyed, the Unitholder must furnish the Trustee with sufficient
indemnification and pay such expenses as the Trustee may incur. This
indemnification must be in the form of an Open Penalty Bond of Indemnification.
The premium for such an indemnity bond may vary, but currently amounts to 1% of
the market value of the Units represented by the Certificate. In the case
however, of a Trust as to which notice of termination has been given, the
premium currently amounts to 0.5% of the market value of the Units represented
by such Certificate.

REDEMPTION

Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at its address listed on the back cover of this Part B of the
Prospectus (redemptions of 1,000 Units or more will require a signature
guarantee), (2) in the case of Units evidenced by

26
<PAGE>
a Certificate, by also tendering such Certificate to the Trustee, duly endorsed
or accompanied by proper instruments of transfer with signatures guaranteed as
explained above, or provide satisfactory indemnity required in connection with
lost, stolen or destroyed Certificates and (3) payment of applicable
governmental charges, if any. Certificates should be sent only by registered or
certified mail to minimize the possibility of their being lost or stolen. (See
"OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will be charged. A
Unitholder may authorize the Trustee to honor telephone instructions for the
redemption of Units held in book entry form. Units represented by Certificates
may not be redeemed by telephone. The proceeds of Units redeemed by telephone
will be sent by check either to the Unitholder at the address specified on his
account or to a financial institution specified by the Unitholder for credit to
the account of the Unitholders. A Unitholder wishing to use this method of
redemption must complete a Telephone Redemption Authorization Form and furnish
the Form to the Trustee. Telephone Redemption Authorization Forms can be
obtained from a Unitholder's registered representative or by calling the
Trustee. Once the completed Form is on file, the Trustee will honor telephone
redemption requests by any authorized person. The time a telephone redemption
request is received determines the "date of tender" as discussed below. The
redemption proceeds will be mailed within three business days following the
telephone redemption request. Only Units held in the name of individuals may be
redeemed by telephone; accounts registered in broker name, or accounts of
corporations or fiduciaries (including among others, trustees, guardians,
executors and administrators) may not use the telephone redemption privilege.

On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter, plus accrued interest to, but not including, the third
business day after the date of tender ("REDEMPTION PRICE"). The price received
upon redemption may be more or less than the amount paid by the Unitholder
depending on the value of the Securities on the date of tender. Unitholders
should check with the Trustee or their broker to determine the Redemption Price
before tendering Units.

The "DATE OF TENDER" is deemed to be the date on which the request for
redemption of Units is received in proper form by the Trustee, except that as
regards a redemption request received after 4:00 p.m. eastern time, or as of any
earlier closing time on a day on which the Exchange is scheduled in advance to
close at such earlier time, or on any day on which the Exchange is normally
closed, the date of tender is the next day on which such Exchange is normally
open for trading and such request will be deemed to have been made on such day
and the redemption will be effected at the Redemption Price computed on that
day.

Accrued interest paid on redemption shall be withdrawn from the Interest
Account of the appropriate Trust or, if the balance therein is insufficient,
from the Principal Account of such Trust. All other amounts paid on redemption
shall be withdrawn from the Principal Account. The Trustee is empowered to sell
underlying Securities of a Trust in order to make funds available for
redemption. (See "REMOVAL OF SECURITIES FROM THE TRUSTS.") Units so redeemed
shall be cancelled. To the extent that Securities are sold from the Trusts, the
size and diversity of such Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.

The Redemption Price is determined on the basis of the BID prices of the
Securities in each Trust, while the initial Public Offering Price of Units will
be determined on the basis of the OFFERING prices of the Securities as of 4:00
p.m. eastern time on any day on which the Exchange is normally open for trading,
or as of any earlier closing time on a day on which the Exchange is scheduled in
advance to close at such earlier time, and such determination is made. As of any
given time, the difference between the bid and offering prices of such
Securities may be expected to average 1/2% to 2% of principal amount. In the
case of actively traded Securities, the difference may be as little as 1/4 to
1/2 of 1%, and in the case of inactively traded Securities such difference
usually will not exceed 3%.

27
<PAGE>
The right of redemption may be suspended and payment postponed (1) for any
period in which the New York Stock Exchange is closed, other than customary
weekend and holiday closings or for any period during which the Securities and
Exchange Commission determines that trading on the New York Stock Exchange is
restricted, (2) for any period during which an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
(3) for such other periods as the Securities and Exchange Commission may by
order permit.

Under regulations issued by the Internal Revenue Service, the Trustee will
be required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing his or her tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker at the time the Certificate or Book Entry Return
Confirmation is issued, and this number is printed on the Certificate or Book
Entry Return Confirmation and on distribution statements. If a Unitholder's tax
identification number does not appear as described above, or if it is incorrect,
the Unitholder should contact the Trustee before redeeming Units to determine
what action, if any, is required to avoid this "back-up withholding."

PURCHASE OF UNITS BY THE SPONSOR

The Trustee will notify the Sponsor of any tender of Units for redemption.
If the Sponsor's bid in the secondary market at that time equals or exceeds the
Redemption Price it may purchase such Units by notifying the Trustee before the
close of business on the second succeeding business day and by making payment
therefor to the Unitholder not later than the day on which payment would
otherwise have been made by the Trustee. (See "REDEMPTION.") The Sponsor's
current practice is to bid at the Redemption Price in the secondary market.
Units held by the Sponsor may be tendered to the Trustee for redemption as any
other Units.

REMOVAL OF SECURITIES FROM THE TRUSTS

Securities will be removed from a Trust as they mature or are redeemed by
the issuers thereof. The Indenture also empowers the Trustee to sell Securities
for the purpose of redeeming Units tendered by any Unitholder, and for the
payment of expenses for which income may not be available. Under the Indenture,
the Sponsor is obligated to provide the Trustee with a current list of
Securities in each Trust to be sold in such circumstances. In deciding which
Securities should be sold the Sponsor intends to consider, among other things,
such factors as: (1) market conditions; (2) market prices of the Securities; (3)
the effect on income distributions to Unitholders of the sale of various
Securities; (4) the effect on principal amount of underlying Securities per Unit
of the sale of various Securities; (5) the financial condition of the issuers;
and (6) the effect of the sale of various Securities on the investment character
of the Trust. Such sales, if required, could result in the sale of Securities by
the Trustee at prices less than original cost to the Trust. To the extent
Securities are sold, the size and diversity of such Trust will be reduced.

In addition, the Sponsor is empowered to direct the Trustee to liquidate
Securities upon the happening of certain other events, such as default in the
payment of principal and/or interest, an action of the issuer that will
adversely affect its ability to continue payment of the principal of and
interest on its Securities, or an adverse change in market, revenue or credit
factors affecting the investment character of the Securities. If a default in
the payment of the principal of and/or interest on any of the Securities occurs,
and if the Sponsor fails to instruct the Trustee whether to sell or continue to
hold such Securities within 30 days after notification by the Trustee to the
Sponsor of such default, the Indenture provides that the Trustee shall liquidate
said Securities forthwith and shall not be liable for any loss so incurred. The
Sponsor may also direct the Trustee to liquidate Securities in a Trust if the
Securities in the Trust are the subject of an advanced

28
<PAGE>
refunding generally considered to be when refunding bonds are issued and the
proceeds thereof are deposited in irrevocable trust to retire the refunded
Securities on their redemption date.

Except as stated in "COMPOSITION OF THE TRUST" regarding the deposit of
additional securities or the limited right of substitution of Replacement
Securities for Failed Securities, and except for refunding Securities that may
be exchanged for Securities under certain conditions specified in the Indenture,
the Indenture does not permit either the Sponsor or the Trustee to acquire or
deposit securities either in addition to, or in substitution for, any of the
Securities initially deposited in a Trust.

INFORMATION ABOUT THE TRUSTEE

The Trustee and its address are stated on the back cover of this Part B of
the Prospectus. The Trustee is subject to supervision and examination by the
Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and either the Comptroller of the Currency or state banking
authorities.

LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE

The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from any action in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their own
negligence, lack of good faith or willful misconduct. The Trustee shall not be
liable for depreciation or loss incurred by reason of the sale by the Trustee of
any of the Securities. In the event of the failure of the Sponsor to act under
the Indenture, the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture or upon or in respect of any Trust which
the Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction. In
addition, the Indenture contains other customary provisions limiting the
liability of the Trustee.

SUCCESSOR TRUSTEES AND SPONSORS

The Trustee or any successor trustee may resign by executing an instrument
of resignation in writing and filing same with the Sponsor and mailing a copy of
a notice of resignation to all Unitholders then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or a
receiver or other public officer shall take charge of its property or affairs,
the Sponsor may remove the Trustee and appoint a successor by written
instrument. The resignation or removal of a trustee and the appointment of a
successor trustee shall become effective only when the successor trustee accepts
its appointment as such. Any successor trustee shall be a corporation authorized
to exercise corporate trust powers, having capital, surplus and undivided
profits of not less than $5,000,000. Any corporation into which a trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which a trustee shall be a party, shall be the
successor trustee.

If upon resignation of a trustee no successor has been appointed and has
accepted the appointment within 30 days after notification, the retiring trustee
may apply to a court of competent jurisdiction for the appointment of a
successor.

If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the
Trustee may, in addition to its other powers under the Indenture (1) appoint a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.

29
<PAGE>
INFORMATION ABOUT THE SPONSOR

Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments
designed for mature investors whose portfolio is the principal source of their
ongoing financial security. More than 1.3 million investors have entrusted
Nuveen to help them maintain the lifestyle they currently enjoy.

A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's
investment philosophy. It is a careful, long-term strategy that offers the
potential for attractive returns with moderated risk. Successful value investing
begins with in-depth research and a discerning eye for marketplace opportunity.
Nuveen's team of investment professionals is backed by the discipline, resources
and expertise of almost a century of investment experience, including one of the
most recognized research departments in the industry.

To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash management
products. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("ST. PAUL"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 11 regional offices.

To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may
advertise and create specific investment programs and systems. For example, such
activities may include presenting information on how to use an investment in the
Trusts, alone or in combination with an investment in other mutual funds or unit
investment trusts sponsored by Nuveen, to accumulate assets for future education
needs or periodic payments such as insurance premiums. The Trusts' sponsor may
produce software or additional sales literature to promote the advantages of
using the Trusts to meet these and other specific investor needs.

OTHER INFORMATION
AMENDMENT OF INDENTURE

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended to permit the deposit
or acquisition of securities either in addition to, or in substitution for any
of the Securities initially deposited in any Trust except as stated in
"COMPOSITION OF THE TRUSTS" regarding the creation of additional Units and the
limited right of substitution of Replacement Securities and except for the
substitution of refunding securities under certain circumstances. The Trustee
shall advise the Unitholders of any amendment promptly after execution thereof.

TERMINATION OF INDENTURE

Each Trust may be liquidated at any time by written consent of 100% of the
Unitholders or by the Trustee when the value of such Trust, as shown by any
evaluation, is less than 20% of the aggregate principal amount of Securities
deposited in a Trust during the initial offering period of such Trust and will
be liquidated by the Trustee in the event that Units not yet sold aggregating
more than 60% of the Units originally created are tendered for redemption by the
Sponsor thereby reducing the net worth of such Trust to less than 40% of the
principal amount of the Securities originally deposited in the portfolio. (See
"ESSENTIAL INFORMATION"

30
<PAGE>

appearing in Part A of this Prospectus.) The sale of Securities from the Trusts
upon termination may result in realization of a lesser amount than might
otherwise be realized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the principal amount of Securities originally represented by the
Units held by such Unitholder. The Indenture will terminate upon the redemption,
sale or other disposition of the last Securities held thereunder, but in no
event shall it continue beyond the end of the calendar year preceding the
fortieth anniversary of its execution for Long-Term, Long Intermediate, and
Intermediate Trusts or beyond the end of the calendar year preceding the tenth
anniversary of its execution for Short Intermediate and Short Term Trusts.

Written notice of any termination specifying the time or times at which
Unitholders may surrender their Certificates, if any, for cancellation shall be
given by the Trustee to each Unitholder at the address appearing on the
registration books of a Trust maintained by the Trustee. Within a reasonable
time thereafter, the Trustee shall liquidate any Securities in the Trust then
held and shall deduct from the assets of the Trust any accrued costs, expenses
or indemnities provided by the Indenture which are allocable to such Trust,
including estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable taxes or
other governmental charges. The Trustee shall then distribute to Unitholders of
such Trust their pro rata share of the balance of the Interest and Principal
Accounts. With such distribution, the Unitholders shall be furnished a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the Trustee
in its sole discretion shall determine that any amounts held in reserve are no
longer necessary, it shall make distribution thereof to Unitholders in the same
manner.

LEGAL OPINION

The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the
Trustee and special New York tax counsel with respect to the Trusts.

AUDITORS

The "Statement of Condition" and "Schedule of Investments" at Initial Date
of Deposit included in Part A of this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report in
Part A of this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in giving said report.

SUPPLEMENTAL INFORMATION

Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about their respective Trust,
which has been filed with the Securities and Exchange Commission and is intended
to supplement information contained in Part A and Part B of this Prospectus.
This supplement includes additional general information about the Sponsor and
the Trusts.

31
<PAGE>
NUVEEN UNIT TRUSTS
PROSPECTUS--PART B
MAY 29, 1997

<TABLE>
<C> <S>
Sponsor John Nuveen & Co.
Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286

Trustee The Chase Manhattan Bank
4 New York Plaza
New York, NY 10004-2413
Telephone: 800-257-8787

Legal Counsel to Chapman and Cutler
Sponsor 111 West Monroe Street
Chicago, IL 60603

Independent Arthur Andersen LLP
Public Accountants 33 West Monroe Street
for the Trusts Chicago, IL 60603
</TABLE>

Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of the
information contained in this Prospectus.

This Prospectus does not contain all of the information set forth in the
registration statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, and
to which reference is made.

No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplemental information or sales
literature prepared by the Sponsor, and any information or representation not
contained therein must not be relied upon as having been authorized by either
the Trusts, the Trustee or the Sponsor. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any State to
any Person to whom it is not lawful to make such offer in such state. The Trusts
are registered as a Unit Investment Trusts under the Investment Company Act of
1940, as amended. Such registration does not imply that the Trusts or any of
their Units have been guaranteed, sponsored, recommended or approved by the
United States or any State or agency or officer thereof.

32
<PAGE>

NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN U.S. TREASURY TRUST, SERIES 1 (SHORT-TERM)
NUVEEN U.S. TREASURY TRUST, SERIES 2 (INTERMEDIATE)

____The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("PROSPECTUS"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at the telephone number and address indicated
in Part B of the Prospectus. This Information Supplement has been created to
supplement information contained in the Prospectus.

This Information Supplement is dated May 29, 1997. Capitalized terms have
been defined in the Prospectus.

TABLE OF CONTENTS

<TABLE>
<S> <C>
ACCUMULATION PLAN...................................................................... 2
INFORMATION ABOUT THE SPONSOR.......................................................... 3
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION.......................................... 5
DESCRIPTION OF RATINGS................................................................. 7
</TABLE>

S-1
<PAGE>
ACCUMULATION PLAN

The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and principal
distributions or principal distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 621-7227. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.

The following is a complete list of the Accumulation Funds currently
available, as of the Date of Deposit of this Prospectus, to Unitholders under
the Accumulation Plan. The list of available Accumulation Funds is subject to
change without the consent of any of the Unitholders.

ACCUMULATION FUNDS

MUTUAL FUNDS

NUVEEN FLAGSHIP MUNICIPAL TRUST
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund

NUVEEN FLAGSHIP MULTISTATE TRUST I
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund

NUVEEN FLAGSHIP MULTISTATE TRUST II
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund

S-2
<PAGE>
NUVEEN FLAGSHIP MULTISTATE TRUST III
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund

NUVEEN FLAGSHIP MULTISTATE TRUST IV
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund

Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund

Nuveen Balanced Stock and Bond Fund

Nuveen Balanced Municipal and Stock Fund

MONEY MARKET FUNDS

Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
Nuveen Tax-Free Reserves, Inc.
Nuveen Tax-Exempt Money Market Fund, Inc.

Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting
Unitholders may select any interest distribution plan. Thereafter, each
distribution of interest income or principal on the participant's Units
(principal only in the case of a Unitholder who has chosen to reinvest only
principal distributions) will, on the applicable distribution date, or the next
day on which the New York Stock Exchange is nominally open ("BUSINESS DAY") if
the distribution date is not a business day, automatically be received by the
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These
purchases will be made without a sales charge.

The Transfer Agent of the Accumulation Fund will mail to each participant in
the Accumulation Plan a quarterly statement containing a record of all
transactions involving purchases of Accumulation Fund shares (or fractions
thereof) with Trust interest distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of principal used to purchase
shares of an Accumulation Fund will be separately confirmed by the Transfer
Agent. Unitholders will also receive distribution statements from the Trustee
detailing the amounts transferred to their Accumulation Fund accounts.

S-3
<PAGE>
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, to change from principal only reinvestment to reinvestment of both
principal and interest or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.

INFORMATION ABOUT THE SPONSOR

The Sponsor is also principal underwriter of the registered open-end
investment companies set forth herein under "Accumulation Plan" as well as for
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund,
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,
Nuveen

S-4
<PAGE>

Massachusetts Premium Income Municipal Fund, Nuveen Insured California Premium
Income Municipal Fund 2, Inc., Nuveen Washington Premium Income Municipal Fund,
Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri Premium Income
Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund, Nuveen North
Carolina Premium Income Municipal Fund, Nuveen California Premium Income
Municipal Fund, Nuveen Insured Premium Income Municipal Fund 2, all registered
closed-end management investment companies. These registered open-end and
closed-end investment companies currently have approximately $35 billion in
securities under management. Nuveen is a subsidiary of The John Nuveen Company
which, in turn, is approximately 78% owned by the St. Paul Companies, Inc. ("ST.
PAUL"). St. Paul is located in St. Paul, Minnesota and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen is a member
of the National Association of Securities Dealers, Inc. and the Securities
Industry Association and has its principal office located in Chicago (333 West
Wacker Drive). Nuveen maintains 11 regional offices.

To help advisers and investors better understand and more efficiently use an
investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment
programs and systems. For example, such activities may include presenting
information on how to use an investment in the Trust, alone or in combination
with an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate assets for future education needs or periodic payments
such as insurance premiums. The Trust's sponsor may produce software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.

The Sponsor offers a program of advertising support to registered
broker-dealer firms, banks and bank affiliates ("FIRMS") that sell Trust Units
or shares of Nuveen Open-End Mutual Funds (excluding money-market funds)
("FUNDS"). Under this program, the Sponsor will pay or reimburse the Firm for up
to one half of specified media costs incurred in the placement of advertisements
which jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements
to the Firm will be based on the number of the Firm's registered representatives
who have sold Fund Shares and/or Trust Units during the prior calendar year
according to an established schedule. Reimbursements under this program will be
made by the Sponsor and not by the Funds or Trusts.

S-5
<PAGE>
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION

The following Chart shows what the return on security that is subject to
state personal income taxes would have to be in order to equal 5.00% Estimated
Current Return on a U.S. Treasury Series assuming monthly distributions of
interest. The chart assumes federal taxable income is equal to state income
subject to tax and that the taxpayers are married couples filing jointly with a
taxable income equal to $100,000. The state rates shown take into account the
effect of the federal deduction for state income taxes.

<TABLE>
<CAPTION>
FULLY TAXABLE RETURN
EQUIVALENT TO 5.00%
STATE ESTIMATED CURRENT
PERSONAL RETURN ON MONTHLY
INCOME TAX PAYMENT U.S.
STATE RATE(1) TREASURY SERIES
- ------------------------- ---------- --------------------
<S> <C> <C>
Alabama 3.97% 5.21%
Alaska(1) 0.00 5.00
Arizona(2) 2.59 5.13
Arkansas(3) 4.83 5.25
California(17) 6.42 5.34
Colorado 3.45 5.18
Connecticut 3.04 5.16
Delaware 4.76 5.25
Florida(4) 0.00 5.00
Georgia 4.14 5.22
Hawaii 6.90 5.37
Idaho 5.66 5.30
Illinois 2.07 5.11
Indiana 2.35 5.12
Iowa(13) 8.00 5.43
Kansas 4.45 5.23
Kentucky 4.14 5.22
Louisiana(16) 3.17 5.16
Maine(5) 5.87 5.31
Maryland (State only) 3.45 5.18
Maryland (State and
County)(6) 5.52 5.29
Massachusetts(18) 8.28 5.45
Michigan(19) 3.64 5.19
Minnesota 5.87 5.31
Missouri 3.45 5.18
Mississippi 4.14 5.22
Montana(13) 8.83 5.48

<CAPTION>
FULLY TAXABLE RETURN
EQUIVALENT TO 5.00%
STATE ESTIMATED CURRENT
PERSONAL RETURN ON MONTHLY
INCOME TAX PAYMENT U.S.
STATE RATE(1) TREASURY SERIES
- ------------------------- ---------- --------------------
<S> <C> <C>
Nebraska 4.82% 5.25%
Nevada(1) 0.00 5.00
New Hampshire(7) 3.45 5.18
New Jersey 3.81 5.20
New Mexico(8) 5.45 5.29
New York State(20) 4.73 5.25
New York (State &
City)(20)(21) 7.80 5.42
North Carolina(9) 4.83 5.25
North Dakota(10) 9.65 5.53
Ohio(22) 4.10 5.21
Oklahoma Method 1(11) 4.83 5.25
Oklahoma Method 2(11) 8.01 5.44
Oregon (12) 6.21 5.33
Pennsylvania 1.93 5.10
Rhode Island 5.88 5.31
South Carolina(13) 4.83 5.25
South Dakota(1) 0.00 5.00
Tennessee(14) 4.14 5.22
Texas(1) 0.00 5.00
Utah(15) 5.21 5.27
Vermont 5.35 5.28
Virginia 3.97 5.21
Washington(1) 0.00 5.00
Washington D.C. 6.56 5.35
West Virginia 4.49 5.24
Wisconsin 4.78 5.25
Wyoming(1) 0.00 5.00
</TABLE>

This chart incorporates current applicable State income tax rates.If you
live in a locality which imposes local personal income taxes, the fully taxable
equivalent return may be greater than as shown on this chart. Yield figures are
for example only.

(1) This state does not impose a state income tax on individuals.

(2) Please note that if taxable income is equal to $100,001, the state
effective rate is equal to 3.16%. These rates take into account that, in
effect, state income taxes paid are deductible for Arizona personal income
tax purposes.

(3) The state tax rate shown does not include the income tax surcharge imposed
on residents of certain school districts.

(4) Florida does not impose an income tax on individuals. However, Florida does
impose an intangible personal property tax, which is not shown because it is
generally based upon property value rather than income.

(5) The state tax rate shown is based on brackets for 1996. The 1997 brackets
may be adjusted for inflation. These adjustments have not yet been released.

(6) The combined rate for Maryland and Maryland counties assumes a maximum
county income tax rate of 60% of the Maryland state rate (which is the
maximum allowed under state law). Note, however, that counties may impose a
county tax at a rate that is less than 60% of the Maryland state rate.

S-6
<PAGE>
(7) The state tax rate shown is the rate at which most interest and dividends
are taxed; other types of income are generally not subject to a New
Hampshire personal income tax.

(8) Please note that if taxable income is equal to $100,001, the state
effective rate is equal to 5.87%.

(9) Please note that if taxable income is equal to $100,001, the state
effective rate is equal to 5.35%.

(10) We have assumed that the taxpayer has not elected to pay an alternative
state income tax that is generally equal to 14% of the taxpayer's federal
income tax liability with certain adjustments.

(11) Individual taxpayers in the State of Oklahoma are entitled to make the
election as to whether Method 1 or Method 2 will be used in determining
state tax liability. If Method 1 is selected, Federal taxes may not be
deducted in determining state tax. If Method 2 is selected, Federal taxes
may be deducted in determining state tax.

(12) The state tax rate shown is based on brackets for 1996. The 1997 brackets
may be indexed by a cost-of-living adjustment.

(13) The state tax rate shown is based on brackets for 1996. The 1997 brackets
may be adjusted for inflation.

(14) The state tax rate shown is the rate at which dividends and interest are
taxed.

(15) Please note that 50%, rather than 100%, of Federal tax payments are
deductible for state tax purposes.

(16) Please note that if taxable income is equal to $100,001, the state
effective rate is equal to 4.77%.

(17) The California state tax brackets used were those for 1996. The 1997
brackets will be adjusted to take into account changes in the California
Consumer Price Index. These adjustments have not yet been released.

(18) The Massachusetts state tax rate shown is the rate at which interest is
taxed. Certain other types of income are taxed at other rates.

(19) The state tax rate for Michigan includes both the individual income tax
rate and the intangible tax rate, because the intangible tax is generally
based on income received from intangibles.

(20) The state tax rate for New York does not reflect the New York state
supplemental income tax based upon a taxpayer's New York State taxable
income and New York State adjusted gross income. This supplemental tax
results in an increased marginal State income tax rate to the extent a
taxpayer's New York State adjusted gross income ranges between $100,000 and
$150,000.

(21) In addition to the New York state income tax, this includes only the New
York City income tax on resident individuals.

(22) The state tax rate does not reflect possible reductions in the State tax
rates that may occur if the Director of Budget and Management determines
that certain surplus revenues exist. In addition, please note that if
taxable income is equal to $100,001, the state effective rate is 4.76%.

DESCRIPTION OF RATINGS

Standard & Poor's Corporation: A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:

A Standard & Poor's rating is a current assessment of the creditworthiness
of an obligor with respect to a specific debt obligation. This assessment may
take into consideration obligors such as guarantors, insurers or lessees.

The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.

S-7
<PAGE>

The ratings are based, in varying degrees, on the following considerations:

I.__Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance with
the terms of the obligation;

II.__Nature of and provisions of the obligation;

III.__Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangements under the
laws of bankruptcy and other laws affecting creditors' rights.

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.

A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in the higher rated categories.

PLUS (+) OR MINUS (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

PROVISIONAL RATINGS:__The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.

NOTE RATINGS:__A Standard & Poor's note rating reflects the liquidity
concerns and market access risks unique to notes. Notes due in 3 years or less
will likely receive a note rating. Notes maturing beyond 3 years will most
likely receive a long-term debt rating.

Note rating symbols are as follows:

SP-1_ Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2_Satisfactory capacity to pay principal and interest.

RATINGS OF TRUST UNITS

S-8
<PAGE>

into account the extent to which trust expenses or portfolio asset sales for
less than the trust purchase price will reduce payment to the unitholder of the
interest and principal required to be paid on the portfolio assets. In addition,
the rating is not a recommendation to purchase, sell or hold units, inasmuch as
the rating does not comment as to market price of the units or suitability for a
particular investor.

Units rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong. However, unit ratings may be subject to revision or
withdrawal at any time by Standard & Poor's and each rating should be evaluated
independently of any other rating. Such rating is only available for the first
13 months after the initial Date of Deposit of a Trust, unless the Sponsor
elects to renew the rating.

MOODY'S INVESTORS SERVICE, INC.__A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:

Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Their safety is so absolute that,
with the occasional exception of oversupply in a few specific instances,
characteristically, their market value is affected solely by money market
fluctuations.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in a few specific
instances.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be influenced to some degree by economic performance
during a sustained period of depressed business conditions, but, during periods
of normalcy, A-rated bonds frequently move in parallel with Aaa and Aa
obligations, with the occasional exception of oversupply in a few specific
instances.

Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa market
valuations move in parallel with Aaa, Aa and A obligations during periods of
economic normalcy, except in instances of oversupply.

S-9
<PAGE>

Con. (--)--Bonds for which the security depends upon the completion of some
act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

S-10
<PAGE>
NUVEEN UNIT TRUSTS
INFORMATION SUPPLEMENT
NUVEEN INSURED CORPORATE TRUST SERIES 1 (LONG-TERM)

The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("PROSPECTUS"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at the telephone number and address indicated
in Part B of the Prospectus. This Information Supplement has been created to
supplement information contained in the Prospectus.

This Information Supplement is dated May 29, 1997. Capitalized terms have
been defined in the Prospectus.

TABLE OF CONTENTS

<TABLE>
<S> <C>
ACCUMULATION PLAN...................................................................... 2
INFORMATION ABOUT THE SPONSOR.......................................................... 3
DESCRIPTION OF RATINGS................................................................. 5
ESTIMATED CASH FLOWS................................................................... 9
</TABLE>

S-1
<PAGE>
ACCUMULATION PLAN

ACCUMULATION FUNDS

MUTUAL FUNDS

Flagship Utility Income Fund
Nuveen Growth and Income Stock Fund

Nuveen Balanced Municipal and Stock Fund

Nuveen Balanced Stock and Bond Fund

MONEY MARKET FUNDS

S-3
<PAGE>
Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being
reinvested, from principal only reinvestment to reinvestment of both principal
and interest or vice versa, or to terminate their participation in the
Accumulation Plan altogether and receive future distributions on their Units in
cash. There will be no charge or other penalty for such change of election or
termination. The character of Trust distributions for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.

INFORMATION ABOUT THE SPONSOR

S-4
<PAGE>

DESCRIPTION OF RATINGS

Standard & Poor's Corporation;. A description of the applicable Standard &
Poor's Corporation rating symbols and their meanings follows:

The rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based, in varying degrees, on the following considerations:

I. Likelihood of default--capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance with
the terms of the obligation;

II. Nature of and provisions of the obligation;

S-5
<PAGE>
III. Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangements under the
laws of bankruptcy and other laws affecting creditors' rights.

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA--Bonds rated AA have a very strong capacity to pay interest and repay
principal, and differ from the highest rated issues only in small degree.

PLUS (+) OR MINUS (-): The ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

PROVISIONAL RATINGS: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the issuance of the bonds being rated and indicates
that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. Accordingly, the investor should exercise his own judgment with
respect to such likelihood and risk.

NOTE RATINGS: A Standard & Poor's note rating reflects the liquidity
concerns and market access risks unique to notes. Notes due in 3 years or less
will likely receive a note rating. Notes maturing beyond 3 years will most
likely receive a long-term debt rating.

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

RATINGS OF INSURED TRUST UNITS

A Standard & Poor's rating on the units of a unit investment trust
(hereinafter referred to collectively as 'units' and 'trusts') is a current
assessment of creditworthiness with respect to the investment held by such
trust. This assessment takes into consideration the financial capacity of the
issuers and of any guarantors, insurers, lessees or mortgagors with respect to
such investments. The assessment, however, does not take into account the extent
to which trust expenses or portfolio asset sales for less than the trust
purchase price will reduce payment to the unitholder of the interest and
principal required to be paid on the portfolio assets. In addition, the rating
is not a recommendation to purchase, sell or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a particular
investor.

S-6
<PAGE>

MOODY'S INVESTORS SERVICE, INC. A brief description of the applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:

S-7
<PAGE>
NOTE RATINGS:

MIG 1--This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG 2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

ESTIMATED CASH FLOWS

The tables below set forth the estimated distributions per Unit of interest
and principal to Unitholders under each plan of distribution. The tables assume
no changes in Trust expenses, no redemptions or sales of the underlying Bonds
prior to maturity and the receipt of all principal due upon maturity. To the
extent the foregoing assumptions change, actual distributions will vary. There
is no guarantee that the principal amount distributed to a Unitholder by the
Trust will be equivalent to the investor's original investment.
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
MONTHLY
Total
Principal
& Interest
Dates Payment
- --------------------------------------------------------------------------------------------
7/15/97..................................................................... $0.6358
8/15/97 - 6/15/02........................................................... 0.5961
7/15/02 - 5/15/23........................................................... 0.5976
6/15/23..................................................................... 13.0976
7/15/23..................................................................... 13.0217
8/15/23 - 9/15/23........................................................... 0.4434
10/15/23.................................................................... 12.9434
11/15/23 - 01/15/24......................................................... 0.3708
2/15/24..................................................................... 12.8708
3/15/24 - 6/15/25........................................................... 0.2976
7/15/25..................................................................... 12.7976
8/15/25 - 01/15/33.......................................................... 0.2205
2/15/33..................................................................... 12.7205
3/15/33 - 5/15/33........................................................... 0.1449
6/15/33..................................................................... 12.6449
7/15/33 - 8/15/33........................................................... 0.0690
9/15/33..................................................................... 12.5346
</TABLE>

S-8
<PAGE>
<TABLE>
<S> <C>
QUARTERLY
Total
Principal
& Interest
Dates Payment
- --------------------------------------------------------------------------------------------
7/15/97..................................................................... $0.6358
8/15/97..................................................................... 0.5991
11/15/97 - 5/15/02.......................................................... 1.7973
8/15/02 - 5/15/23........................................................... 1.8018
6/15/23 - 7/15/23........................................................... 12.5000
8/15/23..................................................................... 1.5705
10/15/23.................................................................... 12.5000
11/15/23.................................................................... 1.2636
2/15/24..................................................................... 13.6178
5/15/24 - 5/15/25........................................................... 0.8973
7/15/25..................................................................... 12.5000
8/15/25..................................................................... 0.8199
11/15/25 - 11/15/32......................................................... 0.6651
2/15/33..................................................................... 13.1651
5/15/33..................................................................... 0.4365
6/15/33..................................................................... 12.5000
8/15/33..................................................................... 0.2844
9/15/33..................................................................... 12.6020

SEMI-ANNUAL
Total
Principal
& Interest
Dates Payment
- --------------------------------------------------------------------------------------------
7/15/97..................................................................... $0.6358
11/15/97.................................................................... 2.4024
5/15/98 - 5/15/02........................................................... 3.6036
11/15/02 - 5/15/23.......................................................... 3.6126
6/15/23 - 10/15/23.......................................................... 12.5000
11/15/23.................................................................... 2.8422
2/15/24..................................................................... 12.5000
5/15/24..................................................................... 2.0214
11/15/24 - 5/15/25.......................................................... 1.8000
7/15/25..................................................................... 12.5000
11/15/25.................................................................... 1.4886
5/15/26 - 11/15/32.......................................................... 1.3338
2/15/33..................................................................... 12.5000
5/15/33..................................................................... 1.1052
6/15/33..................................................................... 12.5000
9/15/33..................................................................... 12.9822
</TABLE>

S-9

<PAGE>

________________________________________________________________________________

STANDARD TERMS AND CONDITIONS OF TRUST

FOR

NUVEEN UNIT TRUSTS SERIES 1

and subsequent Series

Effective: , 1997

Between

JOHN NUVEEN & CO. INCORPORATED
As Depositor

and

THE CHASE MANHATTAN BANK
As Trustee

______________________________

________________________________________________________________________________
<PAGE>

STANDARD TERMS AND CONDITIONS OF TRUST

NUVEEN UNIT TRUST

TABLE OF CONTENTS

SECTION HEADING PAGE

Form of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE II DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM AND
ISSUANCE OF CERTIFICATES; INSURED TRUST BOND INSURANCE. .8

Section 2.01. Deposit of Securities. . . . . . . . . . . . . . . . .8
Section 2.02. Acceptance of Trust. . . . . . . . . . . . . . . . . 10
Section 2.03. Issue of Certificates. . . . . . . . . . . . . . . . 10
Section 2.04. Form of Certificates . . . . . . . . . . . . . . . . 11
Section 2.05. Uncertificated Form. . . . . . . . . . . . . . . . . 11
Section 2.06 Separate Trusts. . . . . . . . . . . . . . . . . . . 11
Section 2.07. Insured Trust Corporate Bond Insurance . . . . . . . 11

ARTICLE III ADMINISTRATION OF FUND. . . . . . . . . . . . . . . . . 12

Section 3.01. Initial Cost . . . . . . . . . . . . . . . . . . . . 12
Section 3.02. Interest Account . . . . . . . . . . . . . . . . . . 13
Section 3.03. Principal Account. . . . . . . . . . . . . . . . . . 13
Section 3.04. Reserve Account. . . . . . . . . . . . . . . . . . . 14
Section 3.05. Distributions. . . . . . . . . . . . . . . . . . . . 14
Section 3.06. Distribution Statements. . . . . . . . . . . . . . . 16
Section 3.07. Sale of Securities . . . . . . . . . . . . . . . . . 18
Section 3.08. Refunding Securities . . . . . . . . . . . . . . . . 19
Section 3.09. Counsel. . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.10. Notice and Sale by Trustee . . . . . . . . . . . . . 20
Section 3.11. Trustee Not to Amortize. . . . . . . . . . . . . . . 20
Section 3.12. Liability of Depositor . . . . . . . . . . . . . . . 20
Section 3.13. Notice to Depositor. . . . . . . . . . . . . . . . . 20
Section 3.14. Limited Replacement of Special Securities. . . . . . 21

ARTICLE IV EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR
INTERCHANGE OF UNITS AND REPLACEMENT OF
CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . 24

-i-

<PAGE>

Section 4.01. Evaluation . . . . . . . . . . . . . . . . . . . . . 24
Section 4.02. Redemptions by Trustee; Purchases by Depositor . . . 25
Section 4.03. Transfer or Interchange of Certificates or
Units Held in Uncertificated Form. . . . . . . . . . 28
Section 4.04. Certificates Mutilated, Destroyed, Stolen or Lost. . 29
Section 4.05. Compensation of Depositor. . . . . . . . . . . . . . 29

ARTICLE V TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 5.01. General Definition of Trustee's Liabilities,
Rights and Duties. . . . . . . . . . . . . . . . . . 30
Section 5.02. Books, Records and Reports . . . . . . . . . . . . . 33
Section 5.03. Indenture and List of Securities on File . . . . . . 33
Section 5.04. Compensation . . . . . . . . . . . . . . . . . . . . 33
Section 5.05. Removal and Resignation of Trustee; Successor. . . . 34
Section 5.06. Qualifications of Trustee. . . . . . . . . . . . . . 36

ARTICLE VI RIGHTS OF UNITHOLDERS . . . . . . . . . . . . . . . . . 36

Section 6.01. Beneficiaries of Trust . . . . . . . . . . . . . . . 36
Section 6.02. Rights, Terms and Conditions . . . . . . . . . . . . 36

ARTICLE VII ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS. . . . . 37

Section 7.01. Amendments . . . . . . . . . . . . . . . . . . . . . 37
Section 7.02. Termination. . . . . . . . . . . . . . . . . . . . . 37
Section 7.03. Construction . . . . . . . . . . . . . . . . . . . . 39
Section 7.04. Registration of Units. . . . . . . . . . . . . . . . 39
Section 7.05. Written Notice . . . . . . . . . . . . . . . . . . . 39
Section 7.06. Severability . . . . . . . . . . . . . . . . . . . . 39
Section 7.07. Dissolution of Depositor Not to Terminate. . . . . . 39

____________________________

This Contents does not constitute part of the Indenture.

-ii-

<PAGE>

STANDARD TERMS AND CONDITIONS OF TRUST

FOR

NUVEEN UNIT TRUST SERIES 1

and certain subsequent Series

Effective , 1997

These Standard Terms and Conditions of Trust effective , 1997 are
executed by and between John Nuveen & Co. Incorporated, as Depositor and The
Chase Manhattan Bank, as Trustee.

WITNESSETH THAT:

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

INTRODUCTION

These Standard Terms and Conditions of Trust, effective May 29, 1997,
shall be applicable to Nuveen Unit Trust Series 1 and certain subsequent
Series established after the date of effectiveness hereof, as provided in
this paragraph. For Nuveen Unit Trust Series 1 and all subsequent Series
established after the date of effectiveness hereof to which these Standard
Terms and Conditions of Trust, effective May 29, 1997, are to be applicable,
the Depositor and the Trustee shall execute a Trust Indenture and Agreement,
incorporating by reference these Standard Terms and Conditions of Trust,
effective May 29, 1997, and designating any exclusion from or exception to
such incorporation by reference for the purposes of that Series or variation
of the terms hereof for the purposes of that Series and specifying for that
Series and for each Trust in such Series (i) the Securities deposited in
trust, (ii) the fractional undivided interest represented by each Unit and
(iii) the number of Units of the Trust.

WHEREAS, for those Units which at any time or from time to time may be held
in certificated form, the form of the certificates of ownership in the
respective Trusts ("CERTIFICATES") shall be substantially as follows:

No. ____ CERTIFICATE OF OWNERSHIP Units _____

Description of Trust Plan of Distribution ______

CUSIP______________________

<PAGE>

This is to certify that _______________________________________ is the
owner and registered holder of this Certificate evidencing the ownership of
________________ units of undivided interest in the above-named Trust created
pursuant to the Trust Indenture and Agreement between John Nuveen & Co.
Incorporated and The Chase Manhattan Bank (the "TRUSTEE"), a copy of which is
available at the office of the Trustee. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Indenture to which the
Holder of this Certificate by virtue of the acceptance hereof assents and is
bound, a summary of which Indenture is contained in the Prospectus relating to
the Trust. This Certificate is transferable and interchangeable by the
registered owner in person or by his duly authorized attorney at the Trustee's
office upon surrender of this Certificate properly endorsed or accompanied by a
written instrument of transfer and any other documents that the Trustee may
require for transfer, in form satisfactory to the Trustee and payment of the
fees and expense provided in the Indenture.

-2-

<PAGE>

IN WITNESS WHEREOF, John Nuveen & Co. Incorporated has caused this Certificate
to be executed in facsimile by its Chairman of the Board and The Chase Manhattan
Bank, as Trustee, has caused this Certificate to be executed in facsimile in its
corporate name by an authorized officer.

Date:

JOHN NUVEEN & CO. INCORPORATED,
Depositor

By_____________________________________

THE CHASE MANHATTAN BANK, Trustee

By_____________________________________

-3-

<PAGE>

FORM OF ASSIGNMENT

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -as tenants in common UNIF GIFT MIN ACT - ____ Custodian ______
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not
as tenants in common ______________________________
State

Additional abbreviations may also be used though not in the above list.

For Value Received, ________________________________ hereby sell, assign and
transfer ____________ Units represented by this Certificate unto______________

SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE MUST BE PROVIDED
____________________________________________
____________________________________________

_______________________________________________________________________________
and does hereby irrevocably constitute and appoint
_____________________________________________________, attorney, to transfer
said Units on the books of the Trustee, with full power and substitution in the
premises.

Dated: ____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the Certificate in every
particular, without alteration or enlargement
or any change whatever.
SIGNATURE(S) GUARANTEED BY

_________________________________
Firm or Bank

_________________________________
Authorized Signature

Signatures must be guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other guarantee program in addition to, or
in substitution for, STAMP, as may be accepted by the Trustee.

-4-

<PAGE>

ARTICLE I

DEFINITIONS

SECTION 1.01. Whenever used in this Indenture the following words and
phrases, unless the context clearly indicates otherwise, shall have the
following meanings:

(1) "SECURITIES" shall mean such of the corporate debt obligations
(the "CORPORATE BONDS"); taxable, mortgage backed securities of the modified
pass through type guaranteed by the Government National Mortgage
Association and backed by the full faith and credit of the United States
(the "GINNIE MAES" or "GINNIE MAE SECURITIES"); and/or U.S. Treasury bonds
which may included zero coupons Treasury obligations, i.e., Treasury
obligations which accrue but do not pay interest currently, are sold at a
discount from principal value and represent an obligation to receive the
principal value thereof at a future date (the "TREASURY OBLIGATIONS");
including delivery statements relating to "when, as and if issued" and/or
"regular-way" contracts, if any, for the purchase of certain securities and
certified or bank check(s) or letter(s) of credit sufficient in amount or
availability required for such purchase, deposited in irrevocable trust and
listed in Schedule A of the Trust Agreement, and any obligations received
in exchange, substitution or replacement for such obligations pursuant to
Sections 3.08 and 3.14 hereof, as may from time to time continue to be held
as part of the Trust Fund. Only zero coupon Treasury Obligations which, if
certificated, are or may be registered and held by the Trustee in book
entry form on the registration books of a bank or clearing house which it
is authorized to use a custodian of assets of a unit investment trust
pursuant to the Investment Company Act of 1940 shall be eligible for
deposit in any Trust.

(2) "BOOK ENTRY DEALER" shall mean those dealers including banks,
trust companies and other investment advisers for whose customers the
Depositor executes and confirms trades, and broker/dealers that clear
trades in Units through the Depositor, through whom purchasers of Units
will automatically be book entry Unitholders.

(3) "BOOK ENTRY POSITION" shall mean any position in Units of a
Trust which ownership is recorded on the books of the Trustee which notation
evidences ownership of an undivided fractional Interest in a Trust in book
entry form.

(4) "BOOK ENTRY POSITION CONFIRMATION" shall mean the notice sent
out by the Depositor to a purchaser of Units through a Book Entry Dealer,
or a Unitholder who converts certificated Units to a Book Entry Position
which confirms such purchase or conversion.

(5) "BOOK ENTRY UNITHOLDER" shall mean the registered holder of any
Book Entry Position as recorded on the books of the Trustee, his legal
representatives and

-5-
<PAGE>

heirs and the successors of any corporation, partnership or other legal
entity which is a registered holder of any Book Entry Position and as such
shall be deemed a beneficiary of the related Trust created by this
Indenture to the extent of his pro rata share thereof.

(6) "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or, in the City of New York, a legal holiday or a day on which
banking institutions are authorized by law to close.

(7) "CERTIFICATE" shall mean any one of the certificates executed
by the Trustee and the Depositor evidencing ownership of an undivided
fractional interest in a Trust.

(8) "CERTIFICATED UNITHOLDER" shall mean the registered holder of
any Certificate, his legal representatives and heirs and the successors of
any corporation, partnership or other legal entity which is a registered
holder of any Certificate and as such shall be deemed a beneficiary of the
related Trust created by this Indenture to the extent of his pro rata share
thereof.

(9) "DEPOSITOR" shall mean John Nuveen & Co. Incorporated and its
successors in interest, or any successor depositor as hereinafter provided
for.

(10) "ELIGIBLE BOOK ENTRY UNITHOLDER" shall have the meaning
ascribed to such term in Section 4.02 of this Indenture.

(11) "INDENTURE" shall mean this Standard Terms and Conditions of
Trust as originally executed or, if amended as hereinafter provided, as so
amended, together with the Trust Indenture and Agreement creating a
particular series of the Fund.

(12) "INSURANCE" shall mean the contract or contracts or policy or
policies of insurance guaranteeing the payment when due of the principal of
and interest on the Corporate Bonds (except Corporate Bonds held pursuant
and subject to this Indenture which are insured by individual policies of
insurance which have been obtained by the issuers or underwriters of such
Corporate Bonds or others (the "PRE-INSURED BONDS")) held pursuant and
subject to this Indenture, together with the proceeds, if any, thereof
payable to or received by the Trustee for the benefit of each Insured Trust
in the Fund and the respective Unitholders thereof.

(13) "INSURED TRUST" shall mean any separate trust created by this
Indenture, each Corporate Bond contained in the portfolio of which is
either a Pre-Insured Bond or guaranteed by insurance obtained by the
Depositor from the Insurer.

(14) "INSURER" shall mean the MBIA Insurance Corporation (the
"CORPORATION"), its successors and assigns, having its headquarters in
Armonk, New

-6-

<PAGE>

York, and issuing the contracts or policies of insurance protecting the
owners of the Bonds against nonpayment when due of the principal thereof
and interest thereon (except for Pre-Insured Bonds).

(15) "NEW BONDS" shall have the meaning ascribed to such term in
Section 3.14 of this Indenture.

(16) "PROSPECTUS" shall mean the prospectus relating to the Trust
Fund filed with the Securities and Exchange Commission pursuant to Rule
497(b) under the Securities Act of 1933, as amended, in the form first used
to confirm sales of Units.

(17) "TELEPHONE REDEMPTION AUTHORIZATION FORM" shall mean any form
approved by the Trustee for use by Book Entry Unitholders redeeming 1,000
Units or less.

(18) "TRUST" OR "TRUSTS" shall mean the separate trust or trusts
created by this Indenture, the Securities constituting the portfolios of
which are listed in the various separate Schedules attached to the Trust
Agreement.

(19) "TRUST AGREEMENT" shall mean the Trust Indenture and
Agreement for the particular series of the Fund into which this Standard
Terms and Conditions is incorporated.

(20) "TRUSTEE" shall mean The Chase Manhattan Bank, or any
successor trustee as hereinafter provided for.

(21) "TRUSTEE'S OFFICE" shall mean the office of the Trustee
specified in the Prospectus or any other office that the Trustee may from
time to time designate as the principal office where its unit trust business
shall be conducted.

(22) "TRUST FUND" or "FUND" shall mean the collective Trusts
created by this Indenture, which shall consist of all the Securities held
pursuant and subject to this Indenture together with all undistributed
interest received or accrued thereon, and any undistributed cash realized
from the sale, redemption, liquidation, or maturity thereof or the
proceeds of insurance received in respect thereof. Such amounts as may
be on deposit in the Reserve Account hereinafter established shall be
excluded from the Trust Fund.

(23) "UNIT" in respect of any Trust shall mean the fractional
undivided interest in and ownership of the Trust equal initially to the
fraction specified in "Essential Information" in the Prospectus, the
numerator of which is one and the denominator of which shall be (1)
increased by the number of any additional Units issued pursuant to
Section 2.01 hereof and (2) decreased by the number of any such Units
redeemed as provided in Section 4.02.

-7-
<PAGE>

(24) "UNITHOLDER" shall mean any Book Entry Unitholder or any
Certificated Unitholder.

(25) Words importing singular number shall include the plural
number in each case and vice versa, and words importing person shall
include corporations and associations, as well as natural persons.

(26) The words "HEREIN", "HEREBY", "HEREWITH", "HEREOF",
"HEREINAFTER", "HEREUNDER", "HEREINABOVE", "HEREAFTER", "HERETOFORE" and
similar words or phrases of reference and association shall refer to this
Indenture in its entirety.

Article II

Deposit of Bonds; Acceptance of Trust; Form and Issuance
of Certificates; Insured Trust Bond Insurance

SECTION 2.01. DEPOSIT OF SECURITIES. (a) The Depositor, on the date of
the Trust Agreement, has deposited with the Trustee in trust the Securities
listed in Schedule A to the Trust Agreement in bearer form or duly endorsed in
blank or accompanied by all necessary instruments of assignment and transfer in
proper form to be held, managed and applied by the Trustee as herein provided.
The Depositor agrees to pay the total purchase price of all the Securities and
shall deliver the Securities listed on said Schedule A to the Trustee which were
represented by delivery statements at the time of the execution and delivery of
the Trust Agreement within 90 days after said execution and delivery, or if the
contract to buy such Securities between the Depositor and seller is terminated
by the seller thereof for any reason beyond the control of the Depositor, the
Depositor shall forthwith take the remedial action specified in Section 3.14.

(b) From time to time following the Initial Date of Deposit, the Depositor
is hereby authorized, in its discretion, to assign, convey to and deposit with
the Trustee additional Securities, in bearer form or duly endorsed in blank or
accompanied by all necessary instruments of assignment and transfer in proper
form (or Contract Obligations relating to such Securities), to be held, managed
and applied by the Trustee as herein provided. In lieu of additional Securities
or Contract Obligations representing additional Securities, the Depositor may
deposit with the Trustee cash (or a letter of credit) in an amount equal to the
valuation made in accordance with Section 4.01 for the date of such deposit of
the additional Securities not delivered or represented by Contract Obligations
together with instructions to purchase such additional Securities. Each deposit
of additional Securities shall be made pursuant to a Notice of Deposit of
Additional Securities from the Depositor to the Trustee. Except as provided in
the following subparagraph (c), the Depositor, in each case, shall ensure that
each deposit of additional Securities pursuant to this Section shall be, as
nearly as is practicable, in the identical ratio as the Percentage Ratio for
such Securities as is specified in the Prospectus (adjusted as hereinafter
provided) for the Trust and the Depositor shall ensure that such Securities are
identical to those deposited on the Initial Date of Deposit. The Percentage
Ratio shall be adjusted, as directed by the Depositor, to reflect (1) the
deposit of New Securities, (2) the sale of Securities pursuant to Sections 3.08,
3.10, 4.02 or

-8-

<PAGE>

otherwise as provided hereunder, and (3) the occurrence of any stock dividend,
stock splits, receipt of securities under Section 3.08, redemptions, or similar
events. The Depositor shall deliver the additional Securities which were not
delivered concurrently with the deposit of additional Securities and which were
represented by Contract Obligations within 10 calendar days after such deposit
of additional Securities (the "ADDITIONAL SECURITIES DELIVERY PERIOD"). If a
contract to buy such Securities between the Depositor and seller is terminated
by the seller thereof for any reason beyond the control of the Depositor or if
for any other reason such Securities are not delivered to the Trust by the end
of the Additional Securities Delivery Period for such deposit, the Trustee shall
immediately draw on the Letter of Credit, if any, in its entirety, apply the
monies in accordance with Section 2.01(e), and the Depositor shall forthwith
take the remedial action specified in Section 3.14. If the Depositor does not
take the action specified in Section 3.14 within 10 calendar days of the end of
the Additional Securities Delivery Period, the Trustee shall forthwith take the
action specified in Section 3.14. If the Depositor determines that Securities
for whose purchase cash was deposited with the Trustee cannot be acquired, the
Depositor may proceed pursuant to Section 3.14 in the same manner as if such
Securities were Special Securities. Instructions to purchase additional
Securities shall be in writing and shall specify the name, CUSIP number, if any,
aggregate amount of the Security to be purchased and price. The Trustee shall
have no responsibility or liability for any loss or depreciation resulting from
any purchase made pursuant to the Depositor's instructions and in the absence
thereof shall have no duty to purchase any Securities. The Trustee shall have
no responsibility for maintaining the composition of the Trust portfolio.

(c) Any contrary authorization in the preceding subparagraph (b)
notwithstanding, deposits of additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except for deposits made to
replace Failed Contract Obligations if such deposits occur within 20 days from
the date of a failure occurring within such initial 90-day period) shall
maintain exactly the Percentage Ratio existing immediately prior to such
deposit.

(d) In connection with the deposits described in Section 2.01 (a) and (b),
the Depositor has, in the case of Section 2.01(a) deposits, and, prior to the
Trustee accepting a Section 2.01(b) deposit will, deposit cash and/or Letter(s)
of Credit in an amount sufficient to purchase the Contract Obligations (the
"PURCHASE AMOUNT") relating to Securities which are not actually delivered to
the Trustee at the time of such deposit, the terms of which unconditionally
allow the Trustee to draw on the full amount of the available Letter of Credit.
The Trustee may allow the Depositor to substitute any Letter(s) of Credit
deposited with the Trustee in connection with the deposits described in Section
2.01(a) and (b) with cash in an amount sufficient to satisfy the obligations to
which the Letter(s) of Credit relates. Any substituted Letter(s) of Credit
shall be released by the Trustee. The Trustee may deposit such cash or cash
drawn on the Letter of Credit in a non-interest bearing account for the Trust.

(e) In the event that the purchase of Contract Obligations pursuant to any
contract shall not be consummated in accordance with said contract or if the
Securities represented by a Contract Obligation are not delivered to the Trust
in accordance with Section 2.01(a) or

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2.01(b) and the monies, or, if applicable, the monies drawn on the Letter of
Credit, deposited by the Depositor are not utilized for Section 3.14 purchases
of New Securities, such funds, to the extent of the purchase price of Failed
Contract Obligations for which no Replacement Security was acquired pursuant to
Section 3.14, plus all amounts described in the next succeeding two sentences,
shall be credited to the Principal Account and distributed pursuant to Section
3.05 to Unitholders of record as of the Record Date next following the failure
of consummation of such purchase. The Depositor shall cause to be refunded to
each Unitholder his PRO RATA portion of the sales charge levied on the sale of
Units to such Unitholder attributable to such Failed Contract Obligation. The
Depositor shall also pay to the Trustee, for distribution to the Unitholders, an
amount equal to the accrued interest (at the coupon rate of the Failed
Securities) to the date the Depositor notifies the Trustee that no Replacement
Security will be purchased or, in the absence of such notification, to the
expiration date for purchase of a Replacement Security specified in Section
3.14. Any amounts remaining from monies drawn on the Letter of Credit which are
not used to purchase New Securities or are not used to provide refunds to
Unitholders shall be paid to the Depositor.

(f) The Trustee is hereby irrevocably authorized to effect registration or
transfer of the Securities in fully registered form to the name of the Trustee
or to the name of its nominee.

(g) In connection with and at the time of any deposit of additional
Securities pursuant to Section 2.01(b), the Depositor shall exactly replicate
Cash (as defined below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means, as to the Principal
Account, cash or other property (other than Securities) on hand in the Principal
Account or receivable and to be credited to the Principal Account as of the date
of the deposit (other than amounts to be distributed solely to persons other
than holders of Units created by the deposit) and, as to the Income Account,
cash or other property (other than Securities) received by the Trust as of the
date of the deposit or receivable by the Trust in respect of matured interest
payments not received as of the date of the deposit, reduced by (i) the amount
of any cash or other property received or receivable on any Security allocable
(in accordance with the Trustee's calculation of the monthly distribution from
the Income Account pursuant to Section 3.05) to a distribution made or to be
made in respect of a Record Date occurring prior to the deposit and (ii) unpaid
fees and expenses allocable to the period prior to the deposit. Such
replication will be made on the basis of a fraction, the numerator of which is
the number of Units created by the deposit and the denominator of which is the
number of Units which are outstanding immediately prior to the deposit.

(h) With respect to Units created by the deposit of additional Securities,
annual fees payable hereunder shall be calculated, and estimated expenses (other
than organizational expenses borne by the Trust Fund pursuant to Section 3.01)
shall be estimated, ratably on the basis of the period during which such Units
have been in existence. The Depositor shall from time to time provide the
Trustee estimates of the total number of additional Securities to be
deposited and total number of Units to be created, on which the Trustee is
authorized conclusively to rely for purposes of estimating income, expenses
and the accrual thereof. In the event the Trustee is informed by the
Depositor of a revision in its estimates and upon the conclusion of the
deposit of additional Securities, the Trustee shall base calculations made
thereafter on such revised estimates or actual expenses, respectively, but
any such revision shall not affect calculations made prior thereto and no
adjustment shall be made in respect thereof.

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SECTION 2.02. ACCEPTANCE OF TRUST: The Trustee hereby accepts the trust
herein created for the use and benefit of the Unitholders in the Trusts, subject
to the terms and conditions of this Indenture.

SECTION 2.03. ISSUE OF CERTIFICATES. The Trustee hereby acknowledges
receipt of the deposit referred to in Section 2.01 and simultaneously with the
receipt of said deposit has executed and delivered to or on the order of the
Depositor Certificates substantially in the form above recited or has recorded
on the books of each Trust for the account of the Depositor the ownership of
Units representing the ownership of the number of Units of each Trust Fund
specified in Part II of the Trust Agreement. The Trustee hereby agrees that on
the date of any Notice of Deposit of Additional Securities pursuant to Section
2.01 of the Indenture, it shall acknowledge that the additional Securities
identified therein have been deposited with it by recording on its books the
ownership, by the Depositor or such other person or persons as may be indicated
by the Depositor, of the aggregate number of Units to be issued in respect of
such additional Securities so deposited, and shall, if so requested, execute and
deliver Certificates substantially in the form above recited representing the
ownership of an aggregate number of those Units.

SECTION 2.04. FORM OF CERTIFICATES. Each Certificate referred to in
Section 2.03 is, and each Certificate hereafter issued shall be, in
substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable only on the books of the
Trustee as herein provided, executed either manually or in facsimile by an
authorized signatory of the Trustee and in facsimile by the Chairman, President
or one of the Vice Presidents of the Depositor and dated the date of execution
and delivery by the Trustee.

SECTION 2.05. UNCERTIFICATED FORM. Units may also be held in
uncertificated form. Upon the issuance of Units in uncertificated form, the
Trustee shall provide to the registered owner within two business days after the
issuance, an initial transaction statement which sets forth a description of the
Fund, the number of Units issued, the name, address and taxpayer identification
number, if any, of the Unitholders and the date the issuance was registered or
setting forth those items as are required by Article 8 of the Uniform Commercial
Code currently in effect in the State of New York. Unitholders evidenced by
Certificates may at any time elect to have their Units held in uncertificated
form by surrendering their Certificates to the Trustee for cancellation. At
such time, an appropriate notation will be made in the registration books of the
Trust to indicate that the Units formerly evidenced by such canceled
Certificates are Units held in uncertificated form. The Trustee shall, at the
request of the holder of any Units held in uncertificated form, issue a new
Certificate to evidence such Units and at such time make appropriate notation in
the registration books of the Trust. If the Prospectus so provides, Units will
be held (i) solely in uncertificated form or (ii) held in uncertificated form
unless the Unitholder submits a written request to the Trustee for the issuance
of a Certificate.

SECTION 2.06 SEPARATE TRUSTS: The Trusts created by this Indenture are
separate and distinct trusts for all purposes and the assets of one trust may
not be commingled with the assets of any other nor shall the expenses of any
trust be charged against the other. The Certificates and/or Book Entry
Positions representing the ownership of Units of undivided

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fractional interest in one Trust shall not be exchangeable for certificates or
book entry positions representing ownership of Units of undivided fractional
interest in any other Trust.

SECTION 2.07. INSURED TRUST CORPORATE BOND INSURANCE: Concurrently with
the delivery to the Trustee of the Corporate Bonds listed in the Schedules for
Insured Trusts attached to the Trust Agreement, the Insurer has delivered to and
deposited with the Trustee, a unit investment trust insurance policy or policies
(the "Insurance") to protect each Corporate Bond and the Unitholders of the
respective Insured Trust in which such Corporate Bond is held against nonpayment
of principal and interest when due on any such Corporate Bond or Corporate Bonds
(except for Pre-Insured Bonds).

The Trustee shall take all action deemed necessary or advisable in
connection with the Insurance to continue the Insurance in full force and
effect, all in such manner as in its sole discretion shall appear to result in
the most protection and least expense to each Insured Trust.

At all times during the existence of the Insured Trust, the Insurance
policies shall provide for payment by the Insurer to the Trustee of any amounts
of principal and interest due, but not paid, by the issuer of an insured
Corporate Bond. The Trustee shall promptly notify the Insurer of any nonpayment
or threatened nonpayment of principal or interest and the Insurer shall in
accordance with the terms of the policies make payment to the Trustee of all
amounts of principal and interest at that time due, but not paid.

Upon the making of any payment referred to in the preceding paragraphs, the
Insurer shall succeed to the rights of the Trustee under the Corporate Bond or
Corporate Bonds involved to the extent of the payments made. Concurrently with
the payment of any amounts by the Insurer occasioned by the nonpayment of
principal and/or interest by the issuer, the Trustee shall execute and deliver
to the Insurer any receipt, instrument or document required to evidence the
right of the Insurer to payment of principal and/or interest under the Corporate
Bond or Corporate Bonds involved to the extent of the payments made by the
Insurer to the Trustee.

The Trustee shall promptly notify the Corporation of any nonpayment of
principal of or interest on any Bonds and if the Corporation should fail to make
payment to the Trustee within 30 days after receipt of such notice, the Trustee
shall take all action against the Corporation and/or the issuer deemed necessary
to collect all amounts of principal and interest at that time due, but not
collected.

ARTICLE III

ADMINISTRATION OF FUND

SECTION 3.01. INITIAL COST: Unless otherwise provided in the Trust's
prospectus, the expenses incurred in establishing the Trust, including the cost
of the preparation and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture and other documents relating
to the Trust, printing of Certificates, Securities

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and Exchange Commission and state blue sky registration fees, the costs of the
initial valuation of the portfolio and audit of the Trust, the initial fees and
expenses of the Trustee, and legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling expenses, to
the extent not borne by the Depositor, shall be borne by the Trust. To the
extent the funds in the Interest and Principal Accounts of the Trust shall be
insufficient to pay the expenses borne by the Trust specified in this Section
3.01, the Trustee shall advance out of its own funds and cause to be deposited
and credited to the Interest Account such amount as may be required to permit
payment of such expenses. The Trustee shall be reimbursed for such advance on
each Record Date (or such earlier date on which the expenses have been fully
accrued) from funds on hand in the Interest Account or, to the extent funds are
not available in such Account, from the Principal Account, in the amount deemed
to have accrued as of such Record Date as provided in the following sentence
(less prior payments on account of such advances, if any), and the provisions
of Section 5.04 with respect to the reimbursement of disbursements for Trust
expenses, including, without limitation, the lien in favor of the Trustee
therefor and the authority to sell Securities as needed to fund such
reimbursement, shall apply to the payment of expenses and the amounts advanced
pursuant to this Section. For the purposes of the preceding sentence and the
addition provided in clause (4) of the second sentence of Section 4.01, the
expenses borne by the Trust pursuant to this Section shall be deemed to have
been paid on the date of the Trust Agreement and to accrue at a daily rate over
the time period specified for their amortization provided in the Prospectus;
provided, however, that nothing herein shall be deemed to prevent, and the
Trustee shall be entitled to, full reimbursement for any advances made pursuant
to this Section no later than the termination of the Trust. For purposes of
calculating the accrual of organizational expenses under this Section 3.01, the
Trustee shall rely on the written estimates of such expenses provided by the
Depositor pursuant to Section 4.01.

SECTION 3.02. INTEREST ACCOUNT: The Trustee shall collect the interest on
the Securities in each Trust as such becomes payable (including all interest
accrued but unpaid prior to the date of deposit of the Securities in trust and
including that part of the proceeds of the sale, liquidation, redemption or
maturity of any Securities or insurance thereon which represents accrued
interest thereon but not accrued original issue discount, if any) and credit
such interest to a separate account for each Trust to be known as the "Interest
Account". For purposes of this Indenture, interest to be credited to the
Interest Account shall not be deemed to include original issue discount accrued
or paid or any amounts accrued or paid in respect of Stripped Obligations.

SECTION 3.03. PRINCIPAL ACCOUNT: (a) The Securities in each Trust and all
moneys (except moneys held by the Trustee pursuant to subsection (b) hereof)
other than amounts credited to the Interest Account, received by the Trustee in
respect of the Securities in each Trust, including insurance thereon, shall be
credited to a separate account for each Trust to be known as the "Principal
Account."

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(b) Moneys and/or irrevocable letters of credit required to purchase
Contract Securities or to purchase Securities pursuant to the Depositor's
written instructions, or deposited to secure such purchases, are hereby declared
to be held specially by the Trustee for such purchases and shall not be deemed
to be part of the Principal Account until (i) the Depositor fails to timely
purchase a Contract Security and has not given the Failed Contract Notice (as
defined in Section 3.14) at which time the moneys and/or letters of credit
attributable to the Contract Security not purchased by the Depositor shall be
credited to the Principal Account; or (ii) the Depositor has given the Trustee
the Failed Contract Notice at which time the moneys and/or letters of credit
attributable to failed contracts referred to in such Notice shall be credited to
the Principal Account; PROVIDED, HOWEVER, that if the Depositor also notifies
the Trustee in the Failed Contract Notice that it has purchased or entered into
a contract to purchase a New Security (as defined in Section 3.14), the Trustee
shall not credit such moneys and/or letters of credit to the Principal Account
unless the New Security shall also have failed or is not delivered by the
Depositor within two business days after the settlement date of such New
Security, in which event the Trustee shall forthwith credit such moneys and/or
letters of credit to the Principal Account. The Trustee shall in any case
forthwith credit to the Principal Account, to the extent of moneys, or moneys
then available under any letter of credit, deposited by the Depositor, and/or
cause the Depositor to deposit in the Principal Account, the difference, if any,
between the purchase price of the failed Contract Security and the purchase
price of the New Security, together with any sales charge and accrued interest
applicable to such difference (or applicable to the failed Contract Security if
no New Security is deposited) and distribute such moneys to Unitholders pursuant
to Section 3.05.

The Trustee shall give prompt written notice to the Depositor and the
Evaluator of all amounts credited to or withdrawn from the Principal Account and
the balance in such Account after giving effect to such credit or withdrawal.

SECTION 3.04. RESERVE ACCOUNT: From time to time the Trustee shall
withdraw from the cash on deposit in the Interest Account or the Principal
Account of the appropriate Trust such amounts as it, in its sole discretion,
shall deem requisite to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of such Trust. Such amounts so
withdrawn shall be credited to a separate account for each Trust which shall be
known as the "Reserve Account." The Trustee shall not be required to distribute
to the Unitholders any of the amounts in the Reserve Account; PROVIDED, HOWEVER,
that if it shall, in its sole discretion, determine that such amounts are no
longer necessary for payment of any applicable taxes or other governmental
charges, then it shall promptly deposit such amounts in the appropriate account.

SECTION 3.05. DISTRIBUTIONS: Unless otherwise provided in the Prospectus,
the Trustee, as of the Settlement Date set forth in the Prospectus, shall
advance from its own funds and shall pay to the Depositor, as the sole
Unitholder of record on the date of the Trust Agreement, the amount of interest
accrued on the Securities as of the date of the Trust Agreement. The Trustee
shall be entitled to reimbursement, without interest, for such advancement from
interest received by the respective Trusts before any further distributions
shall be made from the Interest Account to Unitholders of the respective Trusts.
The second

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distribution of funds from the Interest Account of the respective Trusts shall
be in the amount as set forth for each Trust under each plan of distribution in
the Prospectus and shall be made on the date as indicated in the Prospectus
(sometimes referred to herein as the First General Record Date) to or upon the
order of all Unitholders of record of the respective Trusts as of the dates as
indicated in the Prospectus. For all subsequent distributions to Unitholders of
any Trust, the "RECORD DATE" is hereby fixed to be those dates set forth in the
Prospectus for each Trust.

As of the first day of each month of each year commencing with the first
Record Date for each Trust indicated in the Prospectus, the Trustee shall with
respect to each Trust:

(a) deduct from the Interest Account or, to the extent funds are
not available in such Account, from the Principal Account and pay to
itself individually the amounts that it is at the time entitled to
receive pursuant to Sections 3.01 and 5.04;

(b) deduct from the Interest Account, or, to the extent funds are
not available in such Account, from the Principal Account and pay to the
Depositor the amount that it is at the time entitled to receive pursuant
to Section 4.05; and

(c) deduct from the Interest Account, or, to the extent funds are
not available in such Account, from the Principal Account and pay to
counsel, as hereinafter provided for, an amount equal to unpaid fees and
expenses, if any, of such counsel as certified to by the Depositor.

On or shortly after the 15th day of the months in which a semi-annual
distribution is to be made as set forth in the Prospectus (the "Semi-Annual
Distribution Date") commencing on the date for each Trust indicated in the
Prospectus, the Trustee shall, with respect to any Trust, distribute by mail to
or upon the order of each Unitholder of record of such Trust as of the close of
business on the preceding Record Date at the post office address appearing on
the registration books of the Trustee such Unitholder's pro rata share of the
balance of the Interest Account of such Trust calculated as of the Record Date
for such semi-annual payment on the basis of one-half of the estimated annual
interest income to such Trust for the ensuing twelve months, after deduction of
the estimated costs and expenses of such Trust to be incurred during the twelve
month period for which the interest income has been estimated provided, however,
that the first such semi-annual distribution may be a partial distribution
reflecting the number of months since the preceding distribution.

In the event the amount on deposit in the Interest Account of any Trust on
a Semi-Annual Distribution Date is not sufficient for the payment of the amount
of interest to be distributed on the basis of the aforesaid computation, the
Trustee shall advance out of its own funds and cause to be deposited in and
credited to such Interest Account such amount as may be required to permit
payment of the semi-annual interest distribution to be made on such Semi-Annual
Distribution Date and shall be entitled to be reimbursed, without interest, out
of interest received by such Trust subsequent to the date of such advance and
subject to the condition that any such reimbursement shall be made only under
conditions which will not reduce the funds in or available for the Interest
Account to an amount less than required for

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the next ensuing distribution of interest. The Trustee's fee takes into account
the costs attributable to the outlay of capital needed to make such advances.

In lieu of the semi-annual distributions of interest provided above, a
Unitholder of any Trust may elect to receive payments from the Interest Account
of such Trust monthly or quarterly. The second distributions hereinbefore
PROVIDED, HOWEVER, shall be made to or upon the order of all holders of Units of
such Trust who have chosen to receive subsequent distributions on a different
basis.

Unitholders of any Trust desiring to receive monthly or quarterly
distributions and who purchase their units prior to the Record Date for the
second distribution may elect at the time of purchase to receive distributions
on a monthly or quarterly basis by notice to the Trustee. Unitholders must
furnish written notice to the Trustee indicating their desire to receive monthly
or quarterly distributions. The Trustee, within five business days of receiving
such notice, shall issue to the Book Entry Unitholder a new Book Entry Position
Confirmation indicating such Unitholder's preferred distribution plan. Such
notice shall be effective with respect to subsequent distributions until changed
by further notice to the Trustee. Those wishing to change their plan of
distribution must do so by sending written notice at any time to the Trustee;
Certificated Unitholders must also send to the Trustee the Certificate to which
the requested change relates. Changes may be made only as herein provided and
will become effective as of the following May 2 if received by May 1 of such
year, or as of November 2 if received by November 1 of such year and such
distributions will continue unit further notice.

For monthly distributions the share of the balance in the Interest Account
to be distributed to a Unitholder of any Trust who has elected to receive
monthly distributions, after the second distribution, shall be computed as of
the first day of each month commencing with the first such day subsequent to the
date of the certificate or to the date of the recording of the Book Entry
Position on the books of the Trustee and distribution made as provided herein on
or shortly after the 15th day of the month of computation to the Unitholder of
record on such date of computation. Such computation shall be made on the basis
of one-twelfth of the estimated annual interest income to the related Trust for
the ensuing twelve months for the account of Unitholders of any Trust who have
elected to receive monthly distributions, after deduction of the estimated costs
and expenses to be incurred on behalf of such Unitholders during the twelve
month period for which such interest income has been estimated.

For quarterly distributions the share of the balance in the Interest
Account to be distributed to a Unitholder of any Trust who has elected to
receive quarterly distributions, after the second distribution, shall be
computed as of the first day of each month as set forth in the Prospectus,
commencing with the first such day subsequent to the date of the Certificate or
to the date of the recording of the Book Entry Position on the books of the
Trustee and distribution made as provided herein on or shortly after the 15th
day of the month of computation to the Unitholder of record on such date of
computation. Such computation shall be made on the basis of one-fourth of the
estimated annual interest income to the related Trust for the ensuing twelve
months for the account of Unitholders of any

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Trust who have elected to receive quarterly distributions, after deduction of
the estimated costs and expenses to be incurred on behalf of such Unitholders
during the twelve month period for which such interest income has been estimated
provided, however, that the first such quarterly distribution may be a partial
distribution reflecting the number of months since the preceding distribution.

To the extent practicable, the Trustee shall allocate the expenses of each
Trust among Units of such Trust, giving effect within any Trust to differences
in administrative and operational cost among those who have chosen to receive
distributions monthly, quarterly or semi-annually.

If the Trustee determines that an event has occurred as a result of which
there has resulted an excessive distribution from the Interest Account, it shall
reduce subsequent distributions so as to reconcile, as promptly as practicable,
the aggregate net income and distributions from such Account.

In the event the amount on deposit in the Interest Account of a Trust for a
monthly or quarterly distribution is not sufficient for the payment of the
amount of interest to be distributed to Unitholders participating in such
distributions on the basis of the aforesaid computations, the Trustee shall
advance its own funds and cause to be deposited in and credited to such Interest
Account such amounts as may be required to permit payment of the monthly or
quarterly interest distribution to be made as aforesaid and shall be entitled to
be reimbursed, without interest, out of interest received by such Trust
subsequent to the date of such advance and subject to the condition that any
such reimbursement shall be made only under conditions which will not reduce the
funds in or available for such Interest Account to an amount less than required
for tje next ensuing distribution of interest. The Trustee's fee takes into
account the costs attributable to the outlay of capital needed to make such
advances. Distributions to Unitholders of any Trust who are participating in
one of the optional plans for distribution of interest shall not be affected
because of advancements by the Trustee for the purpose of equalizing
distributions to Unitholders of any Trust participating in a different plan.

Distributions of amounts represented by the cash balance in the Principal
Account for each Trust shall be computed as of the dates as indicated in the
Prospectus. On the fifteenth day of each month in which such computation is
made, or within a reasonable period of time thereafter, the Trustee shall
distribute by mail to each Unitholder of record at the close of business on the
date of computation (the Record Date) at his post office address such holder's
pro rata share of the cash balance of such Principal Account as thus computed.
The Trustee shall not be required to make a distribution from such Principal
Account unless the cash balance on deposit therein available for distribution
shall be sufficient to distribute at least 10 cents per Unit.

If the Depositor (i) fails to replace any failed Special Security (as
defined in Section 3.14), or (ii) is unable or fails to enter into any contract
for the purchase of any New Security in accordance with Section 3.14, the
Depositor shall pay to the Trustee and the Trustee shall distribute, to the
extent of the monies credited to the Principal Account

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pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
Section, to all Unitholders of Units in the respective Trust the principal and
accrued interest (at the coupon rate of the relevant Security to the date the
Depositor is notified of the failure) and sales charge attributable to such
Special Securities at the next Distribution Date which is more than thirty days
after the expiration of the Purchase Period (as defined in Section 3.14) or at
such earlier time or in such manner as the Trustee in its sole discretion deems
to be in the best interest of the Unitholders.

If any contract for a New Security in replacement of a Special Security
shall fail, the Depositor shall pay to the Trustee and the Trustee shall
distribute to the extent of the monies credited to the Principal Account
pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
Section, the principal and accrued interest (at the coupon rate of the relevant
Special Security to the date the Depositor is notified of the failure) and sales
charge attributable to the Special Security to the Unitholders of Units in the
respective Trust at the next Distribution Date which is more than thirty days
after the date on which the contract in respect of such New Security failed or
at such earlier time or in such earlier manner as the Trustee in its sole
discretion determines to be in the best interest of the Unitholders.

If, at the end of the Purchase Period, less than all moneys attributable to
a failed Special Security have been applied or allocated by the Trustee pursuant
to a contract to purchase New Securities, the Trustee shall distribute the
remaining moneys to Unitholders of Units in the respective Trust at the next
Distribution Date which is more than thirty days after the end of the Purchase
Period or at such earlier time thereafter as the Trustee in its sole discretion
deems to be in the best interest of the Unitholders.

The amounts to be so distributed to each Unitholder of a Trust shall be
that PRO RATA share of the balance of the Interest and Principal Accounts of
such Trust, computed as set forth above, as shall be represented by the Units
registered on the books of the Trustee in the name of such Unitholder.

In the computation of each such share, fractions of less than one cent
shall be omitted. After any such distribution provided for above, any cash
balance remaining in the Interest Account or the Principal Account of a Trust
shall be held in the same manner as other amounts subsequently deposited in each
of such Accounts, respectively.

For the purpose of distribution as herein provided, the holders of record
on the registration books of the Trustee at the close of business on each Record
Date shall be conclusively entitled to such distribution, and no liability shall
attach to the Trustee by reason of payment to any such registered Unitholder of
record. Nothing herein shall be construed to prevent the payment of amounts
from the Interest Account and the Principal Account of a Trust to individual
Unitholders by means of one check, draft or other proper instrument, PROVIDED
that the appropriate statement of such distribution shall be furnished therewith
as provided in Section 3.06 hereof.

SECTION 3.06. DISTRIBUTION STATEMENTS: With each distribution from the
Interest or Principal Accounts of a Trust the Trustee shall set forth, either in
the instrument by means

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of which payment of such distribution is made or in an accompanying statement,
the amount being distributed from each such account expressed as a dollar amount
per Unit of such Trust except that such information need not be furnished to a
Unitholder who has waived receipt thereof in writing.; In the event that the
issuer or insurer of any of the Securities in a Trust shall fail to make payment
when due of any interest or principal and such failure results in a change in
the amount which would otherwise be distributed as a monthly distribution, the
Trustee shall, with the first distribution relating to such Trust following such
failure, set forth in an accompanying statement (a) the name of the issuer and
the Security, (b) the amount of the reduction in the distribution per unit
resulting from such failure, (c) the percentage of the aggregate principal
amount of Securities which such Security represents and (d) to the extent then
determined, information regarding any disposition or legal action with respect
to such Security.

Within a reasonable period of time after the last business day of each
calendar year, the Trustee shall furnish to each person who at any time during
such calendar year was a Unitholder of a Trust a statement setting forth, with
respect to such calendar year and with respect to such Trust:

(A) as to the Interest Account:

(1) the amount of interest received on the Securities (including
amounts representing interest received upon any disposition of
Securities, penalties for failure to make timely payments on
Securities or liquidated damages for default on breach of any
condition or term of the Securities),

(2) the amounts paid for purchases of New Securities pursuant to
Section 3.14 and for redemptions pursuant to Section 4.02,

(3) the deductions for applicable taxes and fees and expenses of
the Trustee, the Depositor and counsel, and

(4) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar
amount per Unit outstanding on the last business day of such calendar
year;

(B) as to the Principal Account:

(1) payments of principal on Securities, if any,

(2) the dates of the sale, maturity, liquidation or redemption
of any of the Securities and the net proceeds received therefrom
excluding any portion thereof credited to the Interest Account,

(3) the amount paid for purchases of New Securities, Replacement
Securities or Reinvestment Securities pursuant to Section 3.14 and for
redemptions pursuant to Section 4.02,

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(4) the deductions for payment of applicable taxes and fees and
expenses of the Trustee and bond counsel, and

(5) the balance remaining after such distributions and
deductions, expressed both as a total dollar amount and as a dollar
amount per Unit outstanding on the last business day of such calendar
year; and

(1) a list of the Securities as of the last business day of such
calendar year,

(2) the number of Units outstanding on the last business day of
such calendar year,

(3) the Unit Value based on the last evaluation of such Trust
made during such calendar year,

(4) the amounts actually distributed during such calendar year
from the Interest and Principal Accounts, separately stated, expressed
both as total dollar amounts and as dollar amounts per Unit
outstanding on the Record Dates for such distributions, and

(5) such other information as the Trustee may deem appropriate.

SECTION 3.07. SALE OF SECURITIES: If necessary, in order to maintain the
sound investment character of a Trust, the Depositor may direct the Trustee to
sell or liquidate Securities in such Trust at such price and time and in such
manner as shall be determined by the Depositor, provided that the Depositor has
determined that any one or more of the following conditions exist:

(a) that there has been a default on such Securities in the payment
of principal or interest, or both, when due and payable;

(b) that any action or proceeding has been instituted in law or
equity seeking to restrain or enjoin the payment of principal or interest
on any such Securities, or that there exists any other legal question or
impediment affecting such Securities or the payment of debt service on
the same;

(c) that there has occurred any breach of covenant or warranty in any
resolution, ordinance, trust indenture or other document, which would
adversely affect either immediately or contingently the payment of debt
service on such Securities, or their general credit standing, or otherwise
impair the sound investment character of such Securities;

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(d) that there has been a default in the payment of principal of or
interest on any other outstanding obligations of an issuer of such
Securities;

(e) that, in the case of Trusts containing Treasury Obligations, there
has been a default in payment of interest or principal of other obligations
guaranteed or backed by the full faith and credit of the United States of
America;

(f) that the price of any such Securities has declined to such an
extent, or such other market or credit factor exists, so that in the
opinion of the Depositor the retention of such Securities would be
detrimental to such Trust and to the interest of the Unitholders thereof;

(g) that such Securities are the subject of an advanced refunding.
For the purposes of this Section 3.07(g), "an advanced refunding" shall
mean when refunding bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the Bonds on or before their
redemption date;

(h) that as of any Record Date any of the Securities are scheduled
to be redeemed and paid prior to the next succeeding Distribution Date;
PROVIDED, HOWEVER, that as the result of such redemption the Trustee will
receive funds in an amount sufficient to enable the Trustee to include in
the distribution from the Principal Account on such next succeeding
Distribution Date at least $.50 per Unit.

The Depositor shall also consider whether any insurance that may be
applicable to the Bonds cannot be relied upon to provide the principal and
interest protections intended to be afforded by such insurance.

Upon receipt of such direction from the Depositor, upon which the Trustee
shall rely, the Trustee shall proceed to sell or liquidate the specified
Securities in accordance with such direction; PROVIDED, HOWEVER, that the
Trustee shall not sell or liquidate any Securities upon receipt of a direction
from the Depositor that it has determined that the conditions in subdivision (h)
above exist, unless the Trustee shall receive on account of such sale or
liquidation the full principal amount of such Securities, plus the premium, if
any, and the interest accrued and to accrue thereon to the date of the
redemption of such Securities. The Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made pursuant
to any such direction or by reason of the failure of the Depositor to give any
such direction, and in the absence of such direction the Trustee shall have no
duty to sell or liquidate any Securities under this Section 3.07 except to the
extent otherwise required by Section 3.10 of this Indenture.

SECTION 3.08. REFUNDING SECURITIES: In the event that an offer shall be
made by an obligor of any of the Securities in a Trust to issue new
obligations in exchange and substitution for any issue of Securities pursuant
to a plan for the refunding or refinancing of such Securities, the Depositor
shall instruct the Trustee in writing to reject such offer and either to hold
or sell such Securities, except that if (1) the issuer is in default with
respect to such Securities or (2) in the opinion of the Depositor, given in
writing to the Trustee, the

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issuer will probably default with respect to such Securities in the reasonably
foreseeable future, the Depositor shall instruct the Trustee in writing to
accept or reject such offer or take any other action with respect thereto as the
Depositor may deem proper. Any obligation so received in exchange shall either
be sold as provided in Section 3.07 or deposited hereunder and shall be subject
to the terms and conditions of this Indenture to the same extent as the
Securities originally deposited hereunder. Within five days after such deposit,
notice of such exchange and deposit shall be given by the Trustee to each
Unitholder of such Trust, including an identification of the Securities
eliminated and the bonds substituted therefor.

SECTION 3.09. COUNSEL: The Depositor may employ from time to time as it
may deem necessary a firm of attorneys for any legal services that may be
required in connection with the disposition of underlying securities pursuant to
Section 3.07 or the substitution of any securities for underlying bonds as the
result of any refunding permitted under Section 3.08. The fees and expenses of
such counsel shall be paid by the Trustee from the Interest and Principal
Accounts of the applicable Trust as provided for in Section 3.05(c) hereof.

SECTION 3.10. NOTICE AND SALE BY TRUSTEE: If at any time the principal of
or interest on any of the Securities shall be in default and not paid or
provision for payment thereof shall not have been duly made, either pursuant to
any Insurance thereon or otherwise, the Trustee shall notify the Depositor
thereof. If within thirty days after such notification the Depositor has not
given any instruction to sell or to hold or has not taken any other action in
connection with such Securities, the Trustee shall sell such Securities
forthwith, and the Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of such sale.

SECTION 3.11. TRUSTEE NOT TO AMORTIZE: Nothing in this Indenture, or
otherwise, shall be construed to require the Trustee to make any adjustments
between the Interest and Principal Accounts of any Trust by reason of any
premium or discount in respect of any of the Securities.

SECTION 3.12. LIABILITY OF DEPOSITOR: The Depositor shall be under no
liability to the Unitholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Indenture or for errors in
judgment, but shall be liable only for its own negligence, lack of good faith or
willful misconduct. The Depositor may rely in good faith on any paper, order,
notice, list, affidavit, receipt, opinion, endorsement, assignment, draft or any
other document of any kind prima facie properly executed and submitted to it by
the Trustee, counsel, or any other persons pursuant to this Indenture and in
furtherance of its duties.

SECTION 3.13. NOTICE TO DEPOSITOR: In the event that the Trustee shall
have been notified at any time of any action to be taken or proposed to be taken
by holders of the Securities (including but not limited to the making of any
demand, direction, request, giving of any notice, consent or waiver or the
voting with respect to any amendment or supplement to any indenture, resolution,
agreement or other instrument under or pursuant to which the Securities have
been issued) the Trustee shall promptly notify the Depositor and shall

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thereupon take such action or refrain from taking any action as the Depositor
shall in writing direct; PROVIDED, HOWEVER, that if the Depositor shall not
within five business days of the giving of such notice to the Depositor direct
the Trustee to take or refrain from taking any action, the Trustee shall take
such action as it, in its sole discretion, shall deem advisable. Neither the
Depositor nor the Trustee shall be liable to any person for any action or
failure to take action with respect to this Section 3.13.

SECTION 3.14. LIMITED REPLACEMENT OF SPECIAL SECURITIES; REPLACEMENT
SECURITIES. (a) If any contract in respect of Contract Securities in a Trust
other than a contract to purchase a New Security (as defined below), including
those purchased on a "when, as and if issued" basis, shall have failed due to
any occurrence, act or event beyond the control of the Depositor or the Trustee
(such failed Contract Securities being herein called the "SPECIAL SECURITIES"),
the Depositor shall notify the Trustee (such notice being herein called the
"FAILED CONTRACT NOTICE") of its inability to deliver the failed Special
Security to the Trustee after it is notified that the Special Security will not
be delivered by the seller thereof to the Depositor. Prior to, or
simultaneously with, giving the Trustee the Failed Contract Notice, or within a
maximum of twenty days after giving such Notice (such twenty-day period being
herein called the "PURCHASE PERIOD"), the Depositor shall, if possible, purchase
or enter into the contract, if any, to purchase an obligation to be held as a
Security hereunder (herein called the "NEW SECURITY") as part of the Fund in
replacement of the failed Special Security, subject to the satisfaction of all
of the following conditions in the case of each purchase or contract to
purchase:

(1) The New Securities (i) shall have a fixed maturity date
(whether or not entitled to the benefits of any sinking, redemption,
purchase of similar fund) substantially similar to, but not exceeding the
date of maturity of the Special Securities they replace, (ii) must be
purchased at a price that results in a current return as of the Initial
Date of Deposit at least equal to that of the Special Securities they
replace, (iii) must be purchased at a price that results in a yield to
maturity as of the Initial Date of Deposit of the Trust at least equal to
that of the Special Securities they replace, (iv) shall be payable as to
principal and interest in United States currency, (v) shall not be "when,
as and if issued" Securities, and (vi) shall be issued after July 18,
1984.

(2) Each New Security shall be rated at least "BBB" or better in
the case of the Insured Trusts and "A" or better in the case of other
Trusts by Standard & Poor's Ratings Services or "Baa" or better in the
case of the Insured Trusts and "A" or better in the case of other Trusts
by Moody's Investors Service, Inc., or comparably rated by any other
nationally recognized credit rating service rating debt obligations which
shall be designated by the Depositor and shall be satisfactory to the
Trustee.

(3) The principal amount of the New Securities (exclusive of
accrued interest) shall not exceed the principal attributable to the
Special Securities.

(4) With respect to the Insured Trusts, each New Security shall be
acceptable to the Insurer to be included under the respective Trust's
Insurance and will be so included upon acquisition by the Trust or, in
the case of a Trust in which all Securities

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are not insured by a portfolio insurance policy but are Pre-Insured
Securities, shall be a Pre-Insured Security.

(5) The Depositor shall promptly furnish a notice to the Trustee
(which may be part of the Failed Contract Notice) in respect of the New
Securities purchased or to be purchased that shall (i) identify the New
Securities, (ii) state that the contract to purchase, if any, entered
into by the Depositor is satisfactory in form and substance, and (iii)
state that the foregoing conditions of clauses (1) through (4) have been
satisfied with respect to the New Securities.

Upon satisfaction of the foregoing conditions with respect to any New
Security, the Depositor shall pay the purchase price for the New Security from
its own resources or, if the Trustee has credited any moneys and/or letters of
credit attributable to the failed Special Security to the Principal Account of
such Trust, the Trustee shall pay the purchase price of the New Security upon
directions from the Depositor from the moneys and/or letters of credit so
credited to the Principal Account. If the Depositor has paid the purchase price
and, in addition, the Trustee has credited moneys of the Depositor to the
Principal Account of such Trust, the Trustee shall forthwith return to the
Depositor the portion of such moneys that is not properly distributable to
Unitholders pursuant to Section 3.05.

Whenever a New Security is acquired by the Depositor pursuant to the
provisions of this Section 3.14, the Trustee shall, within five days thereafter,
mail to all holders of Units of the respective Trust notice of such acquisition,
including an identification of the failed Special Security and the New Security
acquired. The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.14, and in the absence of
such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of this Section
3.14; PROVIDED, HOWEVER, that this provision shall not protect the Depositor
against any liability to which it would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder. Notwithstanding anything to the contrary in this Section 3.14, no
substitution of New Securities will be made unless the Depositor has received an
opinion of counsel that such substitution will not adversely affect the federal,
state or local income tax status of the Trust, if the principal amount of such
New Securities when added to all previously purchased New Securities in the
Trust exceeds 15% of the principal amount of Securities initially deposited in
the Trust.

(b) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.14, and in the absence of
such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of this Section
3.14; provided, however, that this provision shall not protect the Depositor
against any liability to which it would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder.

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Article IV

EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR
INTERCHANGE OF UNITS AND REPLACEMENT OF CERTIFICATES

SECTION 4.01. EVALUATION: The Trustee shall make an evaluation of each
Trust as of that time set forth in the Prospectus (the "EVALUATION TIME"), (i)
on the last business day of each of the months of June and December, (ii) on the
day on which any Unit of a respective Trust is tendered for redemption, and
(iii) on any other day desired by the Trustee or requested by the Depositor.
Such evaluations shall take into account and itemize separately, (1) the cash on
hand in the respective Trust (other than cash declared held in trust to cover
contracts to purchase securities) or moneys in the process of being collected
from matured interest coupons or securities matured or called for redemption
prior to maturity, (2) the value of each issue of the Securities in the Trust,
(3) interest accrued thereon not subject to collection and distribution and (4)
amounts representing organizational expenses paid less accrued organizational
expenses of a Trust. In making the evaluations the Trustee may determine the
value of each issue of the Securities in the Trust by the following methods or
any combination thereof which it deems appropriate: (i) on the basis of current
bid prices of such Securities as obtained from investment dealers or brokers
(including the Depositor) who customarily deal in bonds comparable to those held
by the Trust, or (ii) if bid prices are not available for any of such
Securities, on the basis of bid prices for comparable securities, or (iii) by
causing the value of the Securities in the Trust to be determined by others
engaged in the practice of evaluating, quoting or appraising securities. For
each such evaluation there shall be deducted from the sum of the above (i)
amounts representing any applicable taxes or governmental charges payable out of
the Trust and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account of such Trust, (ii) amounts
representing accrued expenses of the Trust including but not limited to unpaid
fees and expenses of the Trustee, the Depositor and counsel, in each case as
reported by the Trustee to the Depositor on or prior to the date of evaluation,
and (iii) cash held for distribution to Unitholders of such Trust of record, and
required for redemption of Units tendered, as of a date prior to the evaluation
then being made. The value of the pro rata share of each Unit of such Trust
determined on the basis of any such evaluation shall be referred to herein as
the "Unit Value." Until the Depositor has informed the Trustee that there will
be no further deposits of Additional Securities pursuant to Section 2.01(b), the
Depositor shall provide the Trustee with written estimates of (i) the total
organizational expenses to be borne by the Trust pursuant to Section 3.01, (ii)
the total number of Units to be issued in connection with the initial deposit
and all anticipated deposits of additional Securities and (iii) the period or
periods over which such expenses are to be amortized and the aggregate amount of
expense to be amortized during each such period. For purposes of calculating
the Trust Evaluation and Unit Value, the Trustee shall treat all such
anticipated expenses as having been paid and all liabilities therefor as having
been incurred, and all Units as having been issued, in each case on the date of
the Trust Agreement, and, in connection with each such calculation, shall take
into account a pro rata portion of such expense and liability based on the
actual number of Units issued as of the date of such calculation. In the event
the Trustee is informed by the Depositor of a revision in its estimate of total
expenses or total Units or period of amortization and upon the conclusion of the
deposit of additional Securities, the Trustee shall base calculations made

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thereafter on such revised estimates or actual expenses or period of
amortization, respectively, but such adjustment shall not affect calculations
made prior thereto and no adjustment shall be made in respect thereof.

The Depositor shall make an evaluation of each Trust as of the Evaluation
Time (i) on the last business day of each of the months of June and December,
(ii) on the day in which any Unit of such Trust is tendered for redemption, and
(iii) on any other day such an evaluation is desired by the Trustee or is deemed
necessary by the Depositor. Such evaluation shall be made on the same basis as
set forth in the preceding paragraph. The Trustee, in lieu of making the
evaluation provided in the preceding paragraph, may use the evaluation made by
the Depositor for all purposes of this Indenture, except as provided in the
following paragraph, and shall not be liable or responsible, under any
circumstances whatever, for its election to use the Depositor's evaluation or
for the accuracy or correctness thereof or for any error or omission therein.

The Trustee shall also cause an evaluation of the Securities deposited in
each Trust to be made as of the Evaluation Time on the day preceding the day on
which said Securities are deposited under this Indenture by J.J. Kenny Co.,
Inc., or such other evaluator as shall be specified by the Depositor. Such
evaluation shall be made on the same basis as set forth in the second preceding
paragraph except that it shall be based upon offering prices of said Securities.
The determination of the offering price of the Securities so made shall be
included in the Schedule attached to the Trust Agreement. The Trustee shall not
be liable or responsible, under any circumstances whatever, for the accuracy or
correctness of such evaluation or for the selection of the evaluator making the
same.

SECTION 4.02. REDEMPTIONS BY TRUSTEE; PURCHASES BY DEPOSITOR: A
Certificated Unitholder may redeem his Units by sending a written redemption
request and tendering his Certificate to the Trustee at the Trustee's unit
investment trust office. Any individual Book Entry Unitholder redeeming 1,000
Units or less may do so by telephone upon completion and submission to the
Trustee of a Telephone Redemption Authorization Form prior to the date of
redemption (the "ELIGIBLE BOOK ENTRY UNITHOLDERS"). All other Book Entry
Unitholders must make their redemption request in writing to the Trustee at the
Trustee's Office, and may do so by (i) completing the form on the reverse side
of their Book Entry Position Confirmation or (ii) sending a written redemption
request which includes (a) the tax identification number for the account, (b)
the name and address of the redeeming Unitholder, (c) a complete description of
the Units to be redeemed with the Trust number and payment option, (d) the
number of Units to be redeemed, (e) a notation that the Units are in Book Entry
form and (f) the number of Units remaining, if the redemption is a partial
redemption. Any proper request for redemption made in one of the manners
provided for above shall be effected by the Trustee on the third business day
following the day on which such request for redemption is made (being herein
called the "REDEMPTION DATE"). Subject to payment by any redeeming Unitholder
of any tax or other governmental charges which may be imposed thereon, such
redemption is to be made by payment on the Redemption Date of cash equivalent to
the Unit Value, determined by the Trustee as of the Evaluation Time set forth in
the Prospectus, on the date of tender, multiplied by the number of Units owned
by the Unitholder plus a sum equivalent to the amount of accrued interest which
would have

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been payable on such Units to, but not including, the third business day
following the date of tender (herein called the "REDEMPTION PRICE"). Unit
redemption requests received by telephone or in writing by the Trustee on any
day after the Evaluation Time set forth in the Prospectus will be treated by the
Trustee as received on the next day on which the New York Stock Exchange is open
for trading and will be deemed to have been received on such day for redemption
at the Redemption Price computed on that day.

The Trustee may in its discretion, and shall when so directed by the
Depositor, suspend the right of redemption for Units of a Trust or postpone the
date of payment of the Redemption Price therefor for more than three business
days following the day on which a proper request for redemption is made in the
manner provided for in this Section 4.02 (1) for any period during which the New
York Stock Exchange is closed other than customary weekend and holiday closings
or during which trading on the New York Stock Exchange is restricted; (2) for
any period during which an emergency exists as a result of which disposal by
such Trust of the Securities is not reasonably practicable or it is not
reasonably practicable fairly to determine in accordance herewith the value of
the Securities; or (3) for such other period as the Securities and Exchange
Commission may by order permit, and shall not be liable to any person or in any
way for any loss or damage which may result from any such suspension or
postponement.

Not later than the close of business on the day a proper request for
redemption in the manner provided for in this Section 4.02 by a Unitholder other
than the Depositor is received, the Trustee shall notify the Depositor of such
request. The Depositor shall have the right to purchase such Units by notifying
the Trustee of its election to make such purchase as soon as practicable
thereafter but in no event subsequent to the close of business on the day on
which the request for redemption of such Units was received. Such purchase
shall be made by payment for such Units by the Depositor to the Unitholder not
later than the close of business on the Redemption Date of an amount equal to
the Redemption Price which would otherwise be payable by the Trustee to such
Unitholder.

Any Unit so purchased by the Depositor may at the option of the Depositor
be tendered to the Trustee for redemption at the Trustee's Office in the manner
provided in the first paragraph of this Section 4.02.

If the Depositor does not elect to purchase any Unit of a Trust tendered to
the Trustee for redemption, or if a Unit is being tendered by the Depositor for
redemption, that portion of the Redemption Price which represents interest shall
be withdrawn from the Interest Account of such Trust to the extent available.
The balance paid on any redemption, including accrued interest, if any, shall be
withdrawn from the Principal Account of such Trust to the extent that funds are
available for such purpose. If such available balance shall be insufficient the
Trustee shall sell such of the Securities held in such Trust currently
designated for such purposes by the Depositor as the Trustee in its sole
discretion shall deem necessary. Given the minimum principal amount in which
certain Securities may be required to be sold, the proceeds of such sales may
exceed the amount necessary for payment of Units redeemed. Such excess proceeds
shall be distributed pro rata to all remaining Unitholders of record of such
Trust Fund unless (i) the Trust has elected to be taxed as a

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Regulated Investment Company and (ii) the Depositor shall have notified the
Trustee no later than five Business Days prior to the next following Record Date
that such excess proceeds shall be reinvested as provided in Section 3.14;
however, the Trustee shall not be required to make a distribution from the
Principal Account of the Trust Fund unless the cash balance on deposit therein
available for distribution shall be sufficient to distribute at least the amount
set forth in the related Prospectus. In the event that funds are withdrawn from
such Principal Account for payment of accrued interest, such Principal Account
shall be reimbursed for such funds so withdrawn when sufficient funds are next
available in such Interest Account.

The Depositor shall maintain with the Trustee a current list of Securities
held in each Trust designated to be sold for the purpose of redemption of Units
of each Trust tendered for redemption and not purchased by the Depositor, and
for payment of expenses hereunder, provided that if the Depositor shall for any
reason fail to maintain such a list, the Trustee, in its sole discretion, may
designate a current list of Securities for such purposes. The net proceeds of
any sales of Securities from such list representing principal shall be credited
to the Principal Account of such Trust and the proceeds of such sales
representing accrued interest, if any, but not accrued original issue discount,
if any, shall be credited to the Interest Account of such Trust. The Depositor
shall also designate the Securities upon the sale of which the Trustee shall
obtain permanent insurance (the "Permanent Insurance") from an insurer, provided
that if the Depositor shall for any reason fail to make such designation, the
Trustee in its sole discretion shall make such designation if it deems such
designation to be in the best interest of Unitholders. The Trustee shall pay
out of the proceeds of the sale of the Securities which are covered by Permanent
Insurance any premium for such Permanent Insurance and the net proceeds after
such deduction shall be credited to the Interest and Principal Accounts, as
provided above.

Sales of Securities shall be made in such manner as the Trustee shall
determine will bring the best price obtainable for the Trust Fund, provided,
however, that sales shall be made in such manner, as the Trustee shall
determine, as will provide the Trustee with funds in an amount sufficient and at
the time necessary in order for it to pay the Redemption Price of Units tendered
for redemption, regardless of whether or not a better price could be obtained if
the Securities were sold without regard for the day on which the proceeds of
such sale would be received. The Trustee shall not be liable or responsible in
any way for depreciation or loss incurred by reason of any sale of Bonds made
pursuant to this Section 4.02.

Certificates evidencing Units and the amount recorded in the registration
books of the Trust representing Units held in uncertificated form redeemed
pursuant to this Section 4.02 shall be canceled by the Trustee and the Unit or
Units evidenced by such Certificates or evidenced by such records in the
registration books of the Trust for Units held in uncertificated form shall be
terminated by such redemptions.

When directed by the Depositor, the Trustee shall employ the Depositor as
its agent for the purpose of executing sales of Securities. The Depositor will
verify the Trustee's ownership of any Security prior to entering into a contract
for its sale. The Trustee shall

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have no liability for loss or depreciation resulting from the Depositor's
negligence or misconduct as such agent.

Notwithstanding the foregoing, the Trustee is hereby authorized in its
discretion, but without obligation, in the event that the Depositor does not
elect to purchase any Unit tendered to the Trustee for redemption, or in the
event that a Unit is being tendered by the Depositor for redemption, in lieu of
redeeming such Unit, to sell such Unit in the over-the-counter-market for the
account of the tendering Unitholder at a price which will return to the
Unitholder an amount in cash, net after deducting brokerage commissions,
transfer taxes and other charges, equal to or in excess of the Redemption Price
which such Unitholder would otherwise be entitled to receive on redemption
pursuant to this Section 4.02. The Trustee shall pay to the Unitholder the net
proceeds of any such sale no later than the day the Unitholder would otherwise
be entitled to receive payment of the Redemption Price hereunder.

SECTION 4.03. TRANSFER OR INTERCHANGE OF CERTIFICATES OR UNITS HELD IN
UNCERTIFICATED FORM. A Unit may be transferred by the registered holder thereof
by presentation and surrender of the Certificate or in the case of Units held in
uncertificated form, written transfer instructions in a form satisfactory to the
Trustee at the unit investment trust office of the Trustee, properly endorsed or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee and executed by the Unitholder or his authorized
attorney, whereupon a new registered Certificate or Certificates or a new
notation in the registration books of the Trust for Units to be held in
uncertificated form for the same number of Units of the same Trust Fund executed
by the Trustee and the Depositor will be issued in exchange and substitution
therefor. Certificates issued pursuant to this Indenture are interchangeable
for one or more other Certificates in an equal aggregate number of Units of the
same Trust and all Certificates issued shall be issued in denominations of one
Unit or any multiple thereof as may be requested by the Unitholder. Unitholders
may exchange their Certificates for the same number of Units to be held in
uncertificated form as recorded in the registration books of the Trust. The
Trustee may deem and treat the person in whose name any Unit shall be registered
upon the books of the Trustee as the owner of such Unit for all purposes
hereunder and the Trustee shall not be affected by any notice to the contrary,
nor be liable to any person or in any way for so deeming and treating the person
in whose name any Unit shall be so registered.

Unitholders holding their Units in uncertificated form may at any time
request the Trustee to issue Certificates representing such Units. The Trustee
shall, upon receipt of such a request in a form satisfactory to it, issue
Certificates in denominations of one Unit or any multiple thereof as may be
requested by the Unitholders.

A sum sufficient to pay any tax or other governmental charge that may be
imposed in connection with any such transfer or interchange shall be paid by the
Unitholder to the Trustee. The Trustee may require a Unitholder to pay $2.00
for each new Certificate issued on any such transfer or interchange.

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All Units canceled pursuant to this Indenture shall be disposed of by the
Trustee without liability on its part.

SECTION 4.04. CERTIFICATES MUTILATED, DESTROYED, STOLEN OR LOST: In case
any Certificate shall become mutilated or be destroyed, stolen or lost, the
Trustee shall execute and deliver a new Certificate or, at the Certificated
Unitholder's written request in a form satisfactory to the Trustee to thereafter
hold the Units in a Book Entry Position, enter an equivalent Book Entry Position
on the records of the Trustee pursuant to Section 4.03 in exchange and
substitution therefor upon the Unitholder's furnishing the Trustee with proper
identification and satisfactory indemnity, complying with such other reasonable
regulations and conditions as the Trustee may prescribe and paying such expenses
as the Trustee may incur. Any mutilated Certificate shall be duly surrendered
and cancelled before any new Certificate or Book Entry Position shall be issued
or recorded in exchange and substitution therefor. Upon the issuance of any new
Certificate or recording of any Book Entry Position on the books of the Trustee
a sum sufficient to pay any tax or other governmental charge and the fees and
expenses of the Trustee may be imposed. Any such new Certificate issued or Book
Entry Position recorded on the books of the Trustee pursuant to this Section
shall constitute complete and indefeasible evidence of ownership of Units in the
related Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time. In the event the related
Trust has terminated or is in the process of termination, the Trustee may,
instead of issuing a new Certificate or recording of a Book Entry Position in
exchange and substitution for any Certificate which shall have become mutilated
or shall have been destroyed, stolen or lost, make the distributions in respect
of such mutilated, destroyed, stolen or lost Certificate (without surrender
thereof except in the case of a mutilated Certificate) as provided in Section
7.02 hereof if the Trustee is furnished with such security or indemnity as it
may require to save it harmless, and in the case of destruction, loss or theft
of a Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the ownership thereof.

SECTION 4.05. COMPENSATION OF DEPOSITOR: For services performed under
this Indenture in evaluating and for maintaining surveillance over the
Securities in each Trust, the Depositor shall be paid that amount, if any, set
forth in the Prospectus. Such compensation shall be computed on the basis of
the greatest amount of such principal amount of Securities in each Trust at any
time during the period with respect to which such compensation is being computed
and may, from time to time, be adjusted provided that the total adjustment
upward does not, at the time of such adjustment, exceed the percentage of the
total increase, after the date hereof, in consumer prices for services as
measured by the United States Department of Labor Consumer Price Index entitled
"All Services Less Rent" or if such index no longer exists, a comparable index.
The consent or concurrence of any Unitholder hereunder shall not be required for
any such adjustment or increase. The Depositor shall in addition be compensated
for its costs incurred in providing such other services to the Trust as the
Trustee shall request. Such compensation shall be charged by the Trustee, upon
receipt of invoice therefor from the Depositor, against the Interest and
Principal Accounts of the respective Trusts on or before the Distribution Date
on which such period terminates. If the cash balances in the Interest and
Principal Accounts of any Trust shall be insufficient to provide for amounts
payable pursuant to this Section 4.05, the

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Trustee shall have the power to sell (i) Securities of such Trust from the
current list of Securities designated to be sold pursuant to Section 4.02
hereof, or (ii) if no such Securities have been so designated such Securities of
such Trust as the Trustee may see fit to sell in its own discretion, and to
apply the proceeds of any such sale in payment of the amounts payable pursuant
to this Section 4.05. Any moneys payable to the Depositor pursuant to this
Section 4.05 shall be secured by a prior lien on such Trust except that no such
lien shall be prior to any lien in favor of the Trustee under the provisions of
Section 5.04.
ARTICLE V

TRUSTEE

SECTION 5.01. GENERAL DEFINITION OF TRUSTEE'S LIABILITIES, RIGHTS AND
DUTIES: The Trustee shall in its discretion undertake such action as it may
deem necessary at any and all times to protect each Trust and the rights and
interests of the Unitholders pursuant to the terms of this Indenture, PROVIDED,
HOWEVER, that the expenses and costs of such actions, undertakings or
proceedings shall be reimbursable to the Trustee from the Interest and Principal
Accounts of such Trust and the payment of such costs and expenses shall be
secured by a prior lien on such Trust. In addition to and notwithstanding the
other duties, rights, privileges and liabilities of the Trustee as otherwise set
forth herein, the liabilities of the Trustee are further defined as follows:

(a) All moneys deposited with or received by the Trustee hereunder
related to a Trust shall be held by it without interest in trust as part of
such Trust or the Reserve Account of such Trust until required to be
disbursed in accordance with the provisions of this Indenture and such
moneys will be segregated by separate recordation on the trust ledger of
the Trustee so long as such practice preserves a valid preference under
applicable law, or if such preference is not so preserved the Trustee shall
handle such moneys in such other manner as shall constitute the segregation
and holding thereof in trust within the meaning of the Investment Company
Act of 1940.

(b) The Trustee shall be under no liability for any action taken in
good faith on any appraisal, paper, order, list, demand, request, consent,
affidavit, notice, opinion, direction, evaluation, endorsement, assignment,
resolution, draft or other document whether or not of the same kind prima
facie properly executed, or for the disposition of moneys, Bonds,
Certificates or Book Entry Positions pursuant to this Indenture, or in
respect of any evaluation which it is required to make or is required or
permitted to have made by others under this Indenture or otherwise, except
by reason of its own negligence, lack of good faith or willful misconduct,
provided that the Trustee shall not in any event be liable or responsible
for any evaluation made by the Depositor. The Trustee may construe any of
the provisions of this Indenture, insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof, and any
construction of any such provisions hereof by the Trustee in good faith
shall be binding upon the parties hereto.

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(c) The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for the
due execution hereof by the Depositor, or for the form, character,
genuineness, sufficiency, value or validity of any Securities (except that
the Trustee shall be responsible for the exercise of due care in
determining the genuineness of Securities delivered to it pursuant to
contracts for the purchase of such Securities) or for or in respect of the
validity or sufficiency of any Certificates or of the due execution thereof
by the Depositor, or for the payment by the Insurer of amounts due under or
the performance by the Insurer of its obligations in accordance with the
Insurance, and the Trustee shall in no event assume or incur any liability,
duty, or obligation to any Unitholder or the Depositor other than as
expressly provided for herein. The Trustee shall not be responsible for or
in respect of the validity of any signature by or on behalf of the
Depositor.

(d) The Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may involve it in
expense or liability, unless as often as required by the Trustee, it shall
be furnished with reasonable security and indemnity against such expense or
liability, and any pecuniary cost of the Trustee from such actions shall be
deductible from and a charge against the Interest and Principal Accounts of
the affected Trust or Trusts. The Trustee shall in its discretion
undertake such action as it may deem necessary at any and all times to
protect the Trust and the rights and interests of the Unitholders pursuant
to the terms of this Indenture; PROVIDED, HOWEVER, that the expenses and
costs of such actions, undertakings or proceedings shall be reimbursable to
the Trustee from the Interest and Principal Accounts, and the payment of
such costs and expenses shall be secured by a lien on the Trust prior to
the interests of Unitholders.

(e) The Trustee may employ agents, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct of any
such agents, attorneys, accountants or auditors if such agents,
attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any
action under this Agreement taken, or suffered, in good faith by the
Trustee, in accordance with the opinion of its counsel. The fees and
expenses charged by such agents, attorneys, accountants or auditors shall
constitute an expense of the Trustee reimbursable from the Interest and
Principal Accounts of the affected Trust as set forth in Section 5.04
hereof.

(f) If at any time the Depositor shall fail to undertake or perform
any of the duties which by the terms of this Indenture are required by it
to be undertaken or performed, or such Depositor shall become incapable of
acting or shall be adjudged a bankrupt or insolvent, or a receiver of such
Depositor or of its property shall be appointed, or any public officer
shall take charge or control of such Depositor or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,
then in any such case, the Trustee may: (1) appoint a successor depositor
who shall act hereunder in all respects in place of such Depositor which
successor shall be satisfactory to the Trustee, and which may be
compensated at rates deemed by the Trustee to be reasonable under the
circumstances, by deduction ratably from the

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Interest Accounts of the affected Trusts or, to the extent funds are not
available in such Account, from the Principal Accounts of the affected
Trusts but no such deduction shall be made exceeding such reasonable amount
as the Securities and Exchange Commission may prescribe in accordance with
Section 26(a)(2)(C) of the Investment Company Act of 1940, or (2) terminate
and liquidate the affected Trust in the manner provided in Section 7.02.

(g) If (i) the value of any Trust as shown by any evaluation by the
Trustee pursuant to Section 4.01 hereof shall be less than twenty per cent
(20%) of the aggregate principal amount of Securities initially deposited
in such Trust, or (ii) by reason of the Depositor's redemption of Units of
a Trust not theretofore sold, the net worth of the Trust is reduced to less
than forty per cent (40%) of the aggregate principal amount of Securities
initially deposited therein, the Trustee may in its discretion, and shall
when so directed by the Depositor, terminate this Indenture and the trust
created hereby insofar as they related to such Trust and liquidate such
Trust, all in the manner provided in Section 7.02.

(h) In no event shall the Trustee be liable for any taxes or
othergovernmental charges imposed upon or in respect of the Securities or
upon the interest thereon or upon it as Trustee hereunder or upon or in
respect of any Trust which it may be required to pay under any present or
future law of the United States of America or of any other taxing
authority having jurisdiction in the premises. For all such taxes and
charges and for any expenses, including counsel fees, which the Trustee
may sustain or incur with respect to such taxes or charges, the Trustee
shall be reimbursed and indemnified out of the Interest and Principal
Accounts of the affected Trust, and the payment of such amounts so paid
by the Trustee shall be secured by a prior lien on such Trust.

(i) No payment to a Depositor or to any principal underwriter (as
defined in the Investment Company Act of 1940) for the Trust or to any
affiliated person (as so defined) or agent of a Depositor or such
underwriter shall be allowed the Trustee as a expense except for payment of
such reasonable amounts as the Securities and Exchange Commission may
prescribe as compensation for performing bookkeeping and other
administrative services of a character normally performed by the Trustee.

(j) The Trustee except by reason of its own negligence or willful
misconduct shall not be liable for any action taken or suffered to be taken
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

(k) The Trustee in its individual or any other capacity may become
owner or pledgee of, or be an underwriter or dealer in respect of, stocks,
bonds or other obligations issued by the same issuer (or an affiliate of
such issuer) or any obligor of any Bonds at any time held as part of the
Trust and may deal in any manner with the same or with the issuer (or an
affiliate of the issuer) with the same rights and powers as if it were not
the Trustee hereunder.

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(l) The Trust may include a letter or letters of credit securing the
purchase of Bonds pursuant to contracts deposited by the Depositor which
are issued by the Trustee in its individual capacity for the account of the
Depositor, and the Trustee may otherwise deal with the Depositor and the
Trustee with the same rights and powers as if it were not the Trustee
hereunder.

SECTION 5.02. BOOKS, RECORDS AND REPORTS: The Trustee shall keep proper
books of record and account of all the transactions of each Trust and Book Entry
Positions recorded on the books of the Trustee under this Indenture at the
Trustee's Office including a record of the name and address of, and the
Certificates issued by each Trust and held by, every Unitholder, and such books
and records of each Trust shall be open to inspection by any Unitholder of such
Trust at all reasonable times during the Trustee's usual business hours. The
Trustee shall cause audited statements as to the assets and income of each Trust
to be prepared on an annual basis by independent public accountants selected by
the Depositor, PROVIDED, HOWEVER, (i) if the Sponsor shall provide to the
Trustee a written representation concluding that in the best judgment of the
Sponsor ceasing to prepare such annual audited statement would not have a
material adverse impact on the marketability of the Units in the secondary
market or (ii) if the cost to a Trust for preparation of such statements shall
exceed an amount equivalent to $.05 per Unit on an annual basis then the Trustee
shall not be required to have such statements prepared.

To the extent permitted under the Investment Company Act of 1940 as
evidenced by an opinion of counsel to the Depositor, the Trustee shall pay, or
reimburse to the Depositor or others, the costs of the preparation of documents
and information with respect to each Trust required by law or regulation in
connection with the maintenance of a secondary market in units of each Trust.
Such costs may include but are not limited to accounting and legal fees, blue
sky registration and filing fees, printing expenses and other reasonable
expenses related to documents required under Federal and state securities laws.

The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute or rule or
regulation thereunder.

SECTION 5.03. INDENTURE AND LIST OF SECURITIES ON FILE: The Trustee shall
keep a certified copy or duplicate original of this Indenture on file at its
corporate trust office available for inspection at all reasonable times during
the Trustee's usual business hours by any Unitholder, together with a current
list of the Securities in each Trust.

SECTION 5.04. COMPENSATION: For services performed under this
Indenture, the Trustee shall be paid at the rate specified in the Prospectus,
provided, however, that for services performed prior to the record date for
the second distribution from the Interest Account indicated under "Interest
Distribution" for each Trust in the Prospectus, the Trustee's compensation
shall be computed in respect of all Units outstanding at the rate specified
for the monthly plan of distribution. Such compensation with respect to each
Trust shall be computed on the basis of the largest principal amount of
Securities in such trust at any time during the period with respect to which
such compensation is being computed. The Trustee may periodically adjust the
compensation provided for pursuant to this paragraph in

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response to fluctuations in short-term interest rates and average cash balances
of the Trust accounts (reflecting the cost to the Trustee of advancing funds to
a Trust to meet scheduled distributions and changes in anticipated earnings on
cash balances) and may, in addition, adjust such portion of its fee as is not
computed by reference to the cash balances in the Trust accounts in accordance
with the percentage of the total increase, after the date hereof, in consumer
prices for services as measured by the United States Department of Labor
Consumer Price Index entitled "All Services Less Rent" or, if such index no
longer exists, a comparable index. The consent or concurrence of any Unitholder
hereunder shall not be required for any such adjustment or increase. Such
compensation shall be charged by the Trustee against the Interest and Principal
Accounts of each Trust on or before the Distribution Date on which such period
terminates; PROVIDED, HOWEVER, that such compensation shall be deemed to provide
only for the usual, normal and proper functions undertaken as Trustee pursuant
to this Indenture. The Trustee shall charge the Interest and Principal Accounts
relating to such Trust for any and all expenses, including the fees of counsel
which may be retained by the Trustee in connection with its activities hereunder
and disbursements incurred hereunder and any extraordinary services performed by
the Trustee hereunder relating to such Trust. The Trustee shall be indemnified
ratably by the affected Trust and held harmless against any loss or liability
accruing to it without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the costs and expenses (including counsel fees) of defending
itself against any claim of liability in the premises. If the cash balances in
the Interest and Principal Accounts of the affected Trust shall be insufficient
to provide for amounts payable pursuant to this Section 5.04 the Trustee shall
have the power to sell (i) Securities of the affected Trust from the current
list of Securities designated to be sold pursuant to Section 4.02 hereof, or
(ii) if no such Securities have been so designated such Securities of the
affected Trust as the Trustee may see fit to sell in its own discretion, and to
apply the proceeds of any such sale in payment of the amounts payable pursuant
to this Section 5.04. The Trustee shall not be liable or responsible in any way
for depreciation or loss incurred by reason of any sale of Securities made
pursuant to this Section 5.04. Any moneys payable to the Trustee pursuant to
any provision of this Indenture shall be secured by a prior lien on the affected
Trust.

SECTION 5.05. REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR: The
following provisions shall provide for the removal and resignation of the
Trustee and the appointment of any successor trustee:

(a) The Trustee or any trustee or trustees hereafter appointed may
resign and be discharged of the trusts created by this Indenture, by
executing an instrument in writing resigning as Trustee of such trusts and
filing the same with the Depositor and mailing a copy of a notice of
resignation to all Unitholders then of record, not less than sixty days
before the date specified in such instrument when, subject to Section
5.05(e), such resignation is to take effect. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee as
hereinafter provided, by written instrument, in duplicate, one copy of
which shall be delivered to the resigning Trustee and one copy to the
successor trustee. In case at any time the Trustee shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent,

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or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purposes of rehabilitation, conservation or
liquidation, then in any such case the Depositor may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, one copy
of which shall be delivered to the Trustee so removed and one copy to the
successor trustee; provided that a notice of such removal and appointment
of a successor trustee shall be mailed by the Depositor to each Unitholder
then of record.

(b) Any successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Depositor and to the retiring Trustee an
instrument accepting such appointment hereunder, and such successor
trustee without any further act, deed or conveyance shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder with like effect as if originally named Trustee herein and
shall be bound by all the terms and conditions of this Indenture
provided, however, that no successor trustee shall be under any liability
hereunder for occurrences or omissions prior to the execution of such
instrument. Upon the request of such successor trustee, the Depositor and
the retiring Trustee shall, upon payment of any amounts due the retiring
Trustee, or provision therefor to the satisfaction of such retiring
Trustee, execute and deliver an instrument acknowledged by it
transferring to such successor trustee all the rights and powers of the
retiring Trustee; and the retiring Trustee shall transfer, deliver and
pay over to the successor trustee all Bonds and moneys at the time held
by it hereunder, together with all necessary instruments of transfer and
assignment or other documents properly executed necessary to effect such
transfer and such of the records or copies thereof maintained by the
retiring Trustee in the administration hereof as may be requested by the
successor trustee, and shall thereupon be discharged from all duties and
responsibilities under this Indenture. The retiring Trustee shall,
nevertheless, retain a lien upon all Bonds and moneys at the time held by
it hereunder to secure any amounts then due the retiring Trustee.

(c) In case at any time the Trustee shall resign and no successor
trustee shall have been appointed and have accepted appointment within
thirty days after notice of resignation has been received by the Depositor,
the retiring Trustee may forthwith apply to a court of competent
jurisdiction for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

(d) Any corporation into which any trustee hereunder may be merged or
with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which any trustee hereunder shall be a party,
shall be the successor trustee under this Indenture without the execution
or filing of any paper, instrument or further act to be done on the part of
the parties hereto, anything herein, or in any agreement relating to such
merger or consolidation, by which any such trustee may seek to retain
certain powers, rights and privileges theretofore obtaining for any period
of time following such merger or consolidation, to the contrary
notwithstanding.

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(e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in
subsection (b) hereof.

SECTION 5.06. QUALIFICATIONS OF TRUSTEE: The Trustee shall be a
corporation organized and doing business under the laws of the United States
or any state thereof, which is authorized under such laws to exercise
corporate trust powers and having at all times an aggregate capital, surplus,
and undivided profits of not less than $5,000,000.

ARTICLE VI

RIGHTS OF UNITHOLDERS

SECTION 6.01. BENEFICIARIES OF TRUST: By the purchase and acceptance or
other lawful delivery and acceptance of a Certificate of a Trust or the purchase
and acceptance of any Book Entry Position or other lawful delivery and
acceptance of such Book Entry Position including receipt of a Book Entry
Confirmation, the Unitholder (i) shall be deemed to be a beneficiary of such
Trust and vested with all right, title and interest in such Trust to the extent
of the Unit or Units or fraction thereof set forth and evidenced by such
Certificate or Book Entry Position and (ii) shall assent to and be bound by the
terms and conditions of this Indenture.

SECTION 6.02. RIGHTS, TERMS AND CONDITIONS: In addition to the other
rights and powers set forth in the other provisions and conditions of this
Indenture the Unitholders shall have the following rights and powers and
shall be subject to the following terms and conditions:

(a) A Unitholder may at any time prior to the termination of the Trust
tender his Units to the Trustee for redemption in accordance with Section
4.02.

(b) The death or incapacity of any Unitholder shall not operate to
terminate this Indenture or the related Trust, nor entitle his legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court of competent jurisdiction for a partition or
winding up of the Trust Fund or the related Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of
them. Each Unitholder expressly waives any right he may have under any
rule of law, or the provisions of any statute, or otherwise, to require
the Trustee at any time to account, in any manner other than as expressly
provided in this Indenture, in respect of the Bonds or moneys from time
to time received, held and applied by the Trustee hereunder.

(c) No Unitholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust Fund, the
related Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Unitholders from time to time as
partners or members of an association; nor shall any Unitholder ever

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be under any liability to any third persons by reason of any action taken
by the parties to this Indenture, or any other cause whatsoever.

ARTICLE VII

ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS

SECTION 7.01. AMENDMENTS: This Indenture may be amended from time to
time by the parties hereto or their respective successors, without the
consent of any of the Unitholders (a) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein; or (b) to make such
other provision in regard to matters or questions arising hereunder as shall
not adversely affect the interests of the Unitholders; PROVIDED, HOWEVER,
that the parties hereto may not amend this Indenture so as to (1) increase
the number of Units issuable hereunder above the amount issued pursuant to
Section 2.01, or such lesser amount as may be outstanding at any time during
the term of this Indenture or (2) subject to Sections 3.08 and 3.14, permit
the deposit or acquisition hereunder of obligations or other securities
either in addition to or in substitution for any of the Securities.

Promptly after the execution of any such amendment the Trustee shall
furnish written notification to all the outstanding Unitholders of the substance
of such amendment.

SECTION 7.02. TERMINATION: Each Trust shall terminate upon the
maturity, redemption, sale or other disposition as the case may be of the
last Security held in such Trust unless sooner terminated as hereinbefore
specified and may be terminated at any time by the written consent of one
hundred per cent of the Unitholders of the respective Trust; PROVIDED, that
in no event shall any Trust continue beyond the end of the calendar year
preceding the fiftieth anniversary of the execution of this Indenture (the
"Mandatory Termination Date"). Written notice of any termination, specifying
for Certificated Unitholders the time or times at which the Certificated
Unitholders of such Trust may surrender their Certificates for cancellation
shall be given by the Trustee to each such Certificated Unitholder at his
address appearing on the registration books of the Trustee. Written notice
of any termination shall be given by the Trustee to each Book Entry
Unitholder at his address appearing on the registration books of the Trustee.
Within a reasonable period of time after the termination of a Trust the
Trustee shall fully liquidate the Bonds of such Trust then held, if any, and
shall:

(a) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account of
such Trust and pay to itself individually an amount equal to the sum of (1)
its accrued compensation for its ordinary recurring services in connection
with such Trust, (2) any compensation due it for its extraordinary services
in connection with such Trust and (3) any costs, expenses, indemnities and
advances in connection with such Trust as provided herein;

(b) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account of
such Trust and pay

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accrued and unpaid fees of bond counsel in connection with such Trust, if
any, as directed and certified to by the Depositor;

(c) deduct from the Interest Account of such Trust or the Principal
Account of such Trust any amounts which may be required to be deposited in
the Reserve Account of such Trust to provide for payment of any applicable
taxes or other governmental charges and any other amounts which may be
required to meet expenses incurred under this Indenture in connection with
such Trust;

(d) distribute to each Unitholder of such Trust, upon surrender for
cancellation of his Certificate or Certificates, if any, such holder's pro
rata share of the balance of the Interest Account of such Trust;

(e) distribute to each Unitholder of such Trust, upon surrender, for
cancellation by the Unitholder of his Certificate or Certificates, if any,
such Unitholder's pro rata share of the balance of the Principal Account of
such Trust; and

(f) together with such distribution to each Unitholder as provided for
in (d) and (e), furnish to each such Unitholder a final distribution
statement as of the date of the computation of the amount distributable to
Unitholders, setting forth the data and information in substantially the
form and manner provided for in Section 3.06 hereof.

The amounts to be so distributed to each Unitholder shall be that pro rata
share of the balance of the total Interest and Principal Accounts of such Trust
as shall be represented by the Units therein evidenced by the outstanding
Certificate or Certificates held of record by such Unitholder and/or as
evidenced on the records of the Trustees as Book Entry Positions.

The Trustee shall be under no liability with respect to moneys held by it
in the Interest, Reserve and Principal Accounts of a Trust upon termination
except to hold the same in trust without interest until disposed of in
accordance with the terms of this Indenture.

In the event that all of the Certificated Unitholders of such Trust shall
not surrender their Certificates for cancellation within six months after the
time specified in the above-mentioned written notice, the Trustee shall give a
second written notice to such remaining Certificated Unitholders to surrender
their written Certificates for cancellation and receive the liquidation
distribution with respect thereto. If within one year after the second notice
all the Certificates of such Trust shall not have been surrendered for
cancellation, the Trustee may take steps, or may appoint an agent to take
appropriate steps, to contact such remaining Certificated Unitholders concerning
surrender of their Certificates and the cost thereof shall be paid out of the
moneys and other assets which remain in such Trust hereunder.

SECTION 7.03. CONSTRUCTION: This Indenture is executed and delivered in
the State of New York, and all laws or rules of construction of such State
shall govern the rights of the parties hereto and the Unitholders and the
interpretation of the provisions hereof.

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SECTION 7.04. REGISTRATION OF UNITS: The Depositor agrees and
undertakes to register the Units with the Securities and Exchange Commission
or other applicable governmental agency pursuant to applicable Federal or
State statutes, if such registration shall be required, and to do all things
that may be necessary or required to comply with this provision during the
term of the Trust Fund created hereunder, and the Trustee shall incur no
liability or be under any obligation or expense in connection therewith,
except as provided in Section 3.01.

SECTION 7.05. WRITTEN NOTICE: Any notice, demand, direction or
instruction to be given to the Depositor hereunder shall be in writing and
shall be duly given if mailed or delivered to the Depositor at 333 West
Wacker Drive, Chicago, Illinois 60606, or at such other address as shall be
specified by the Depositor to the Trustee in writing. Any notice, demand,
direction or instruction to be given to the Trustee shall be in writing and
shall be duly given if mailed or delivered to the Trustee's Office or such
other address as shall be specified to the Depositor by the Trustee in
writing. Any notice to be given to the Unitholders shall be duly given if
mailed or delivered to each Unitholder at the address of such holder
appearing on the registration books of the Trustee.

SECTION 7.06. SEVERABILITY: If any one or more of the covenants,
agreements, provisions or terms of this Indenture shall be held contrary to
any express provision of law or contrary to policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Indenture and shall in no way affect the validity
or enforceability of the other provisions of this Indenture or of the
Certificates or the rights of the Unitholders.

SECTION 7.07. DISSOLUTION OF DEPOSITOR NOT TO TERMINATE: The
dissolution of the Depositor from or for any cause whatsoever shall not
operate to terminate this Indenture insofar as the duties and obligations of
the Trustee are concerned.

-40-

<PAGE>

IN WITNESS WHEREOF, John Nuveen & Co. Incorporated, has caused this
Standard Terms and Conditions of Trust to be executed by its President, one of
its Vice Presidents or one of its Assistant Vice Presidents and its corporate
seal to be hereto affixed and attested by its Secretary or its Assistant
Secretary and The Chase Manhattan Bank has caused this Trust Indenture and
Agreement to be executed by one of its Vice Presidents or Second Vice Presidents
and its corporate seal to be hereto affixed and attested to by one of its
Assistant Treasurers; all as of the day, month and year first above written.

JOHN NUVEEN & CO. INCORPORATED,
Depositor

By
--------------------------------
Authorized Officer

(SEAL)

Attest:

By
- --------------------------------------
Assistant Secretary

THE CHASE MANHATTAN BANK, TRUSTEE

By
--------------------------------
Second Vice President
(SEAL)

Attest:

By
- --------------------------------------
Assistant Treasurer

-41-

<PAGE>

Exhibit 1.1(b)
NUVEEN UNIT TRUST, SERIES 1

TRUST INDENTURE AND AGREEMENT

DATED: MAY 29, 1997

This Trust Indenture and Agreement by and between John Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 1 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as are set
forth in full and such provisions as are incorporated by reference constitute a
single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.

WITNESSETH THAT:

In consideration of the promises and of the mutual agreements herein contained,
the Depositor and the Trustee, agree as follows:

PART I

STANDARD TERMS AND CONDITIONS OF TRUST

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

PART II

SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and
Agreement.

(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for a Trust on the Initial Date of Deposit is
the amount set forth under the captions "Essential Information - Fractional
Undivided Interest per Unit" in the Prospectus.

<PAGE>

(c) The number of Units created of a Trust are as set forth under the
caption "Essential Information - Initial Number of Units" in the Prospectus
for each Trust.

-2-

<PAGE>

IN WITNESS WHEREOF, John Nuveen & Co. Incorporated, has caused this Trust
Indenture and Agreement for Nuveen Unit Trust, Series 1 to be executed by its
President, one of its Vice Presidents or one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by its Secretary or its
Assistant Secretary and The Chase Manhattan Bank has caused this Trust Indenture
and Agreement to be executed by one of its Vice Presidents or Second Vice
Presidents and its corporate seal to be hereto affixed and attested to by one of
its Assistant Treasurers; all as of the day, month and year first above written.

JOHN NUVEEN & CO. INCORPORATED,
Depositor

By
---------------------------------
Authorized Officer

(SEAL)

Attest:

By
-------------------------------
Assistant Secretary

THE CHASE MANHATTAN BANK, TRUSTEE

By
---------------------------------
Second Vice President

(SEAL)

Attest:

By
------------------------------
Assistant Treasurer

-3-

<PAGE>

SCHEDULE A TO THE TRUST INDENTURE AND AGREEMENT

SECURITIES INITIALLY DEPOSITED

NUVEEN UNIT TRUST, SERIES 1

(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for each Trust in the Prospectus.)

-4-

<PAGE>

Exhibit 3.1

May 29, 1997

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

Re: NUVEEN UNIT TRUST, SERIES 1

Gentlemen:

We have served as counsel for you, as depositor of Nuveen Unit Trust,
Series 1 (hereinafter referred to as the "FUND"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "UNITS").

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

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

1. The execution and delivery of the Trust Indenture and Agreement and
the establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trust of the Fund have been duly
authorized; and

2. The book entry positions and certificates evidencing the Units in each
Trust of the Fund when duly established or duly executed and delivered by the
Depositor and the Trustee in accordance with the aforementioned Trust
Indenture and Agreement, will constitute valid and binding obligations of such
Trusts and the Depositor in accordance with the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-23671) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EFF:mbk

<PAGE>

Exhibit 3.2(a)

May 29, 1997

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413

Re: Nuveen Unit Trust, Series 1 consisting, in part, of:
Nuveen U.S. Treasury Trust, Series 1 (Short-Term); and
Nuveen U.S. Treasury Trust, Series 2 (Intermediate)
---------------------------------------------------

Gentlemen:

We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trust, Series 1 (the "Fund") including Nuveen U.S.
Treasury Trust, Series 1 (Short-Term) and Nuveen U.S. Treasury Trust, Series 2
(Intermediate) (the "Trusts"), in connection with the issuance of Units of
fractional undivided interest in the Trusts, under a Trust Indenture and
Agreement, dated May 29, 1997 (the "Indenture"), between John Nuveen & Co.
Incorporated, as Depositor and Evaluator, and The Chase Manhattan Bank, as
Trustee.

In this connection, we have examined the Registration Statement, the form
of Prospectus proposed to be filed with the Securities and Exchange Commission,
the Indenture and such other instruments and documents as we have deemed
pertinent. The opinions expressed herein assume that each Trust will be
administered, and investments by a Trust from proceeds of subsequent deposits,
if any, will be made, in accordance with the terms of the Indenture. Each Trust
holds Treasury Obligations and may include "stripped U.S. treasury bonds" (the
"Stripped Treasury Securities").

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

<PAGE>

(i) The Trust is not an association taxable as a corporation but will
be governed by the provisions of Subchapter J (relating to trusts) of
Chapter 1, Internal Revenue Code of 1986 (the "Code").

(ii) Each Unitholder will be considered the owner of a pro rata
portion of each U.S. Treasury Obligation in the Trust and will be
considered to have received the interest on his pro rata portion of each
U.S. Treasury Obligation when interest on such U.S. Treasury Obligation is
received by the Trust. Each Unitholder will also be required to include in
taxable income for federal income tax purposes, original issue discount
with respect to his interest in any U.S. Treasury Obligation held by the
Trust which was issued with original issue discount at the same time and in
the same manner as though the Unitholder were the direct owner of such
interest. Original issue discount will be treated as zero with respect to
the U.S. Treasury Obligations if it is "de minimis" within the meaning of
Section 1273 of the Code and, based upon a Treasury Regulation (the
"Regulation") which was issued on December 28, 1992 regarding the stripped
bond rules of the Code, original issue discount with respect to a Stripped
Treasury Security will be treated as zero if it is "de minimis" as
determined thereunder.

(iii) Each Unitholder will be considered the owner of a pro rata
portion of each asset in the Trust. The total cost to a Unitholder of his
Units, including sales charges, is allocated among his pro rata portion of
each asset held by the Trust (in proportion to the fair market values
thereof on the valuation date closest to the date the Unitholder purchases
Units) in order to determine his initial tax basis for his pro rata portion
of each asset held by the Trust. The Stripped Treasury Securities are
treated as bonds that were originally issued at an original issue discount.
Because the Stripped Treasury Securities represent interests in "stripped"
U.S. Treasury bonds, a Unitholder's initial basis for his pro rata portion
of each Stripped Treasury Security held by the Trust (determined at the
time he acquires his units, in the manner described above) shall be treated
as its "purchase price" by the Unitholder. Under the special rules
relating to stripped bonds, original issue discount applicable to the
Stripped Treasury Securities is effectively treated as interest for Federal
income tax purposes and the amount of original issue discount in this case
is generally the difference between the bond's purchase price and its
stated redemption price at maturity. A Unitholder will be required to
include in gross income for each taxable year the sum of his daily portions
of original issue discount attributable to the Stripped Treasury Securities
held by the Trust as such original issue discount accrues and will in
general be subject to Federal income tax with respect to the total amount
of such original issue discount that accrues for such year even though the
income is not distributed to the Unitholders during such year to the extent
it is greater than or equal to the "de minimis" amount described above. To
the extent the amount of such discount is less than the respective "de
minimis" amount, such discount shall be treated

-2-

<PAGE>

as zero. In general, original issue discount accrues daily under a
constant interest rate method which takes into account the semi-annual
compounding of accrued interest. In the case of Stripped Treasury
Securities this method will generally result in an increasing amount of
income to the Unitholders each year. A Unitholder's tax basis for his pro
rata portion of each asset held by the Trust may be subject to adjustment
as discussed in paragraph (v) hereof.

(iv) The Unitholder's aliquot share of the total proceeds received on
the disposition of, or principal paid with respect to, a U.S. Treasury
Obligation held by the Trust will constitute ordinary income (which will be
treated as interest income for most purposes) to the extent it does not
exceed the accrued market discount on such U.S. Treasury Obligation that
has not previously been included in taxable income by such Unitholder. A
Unitholder may generally elect to include market discount in income as such
discount accrues. In general, market discount is the excess, if any, of
the Unitholder's pro rata portion of the outstanding principal balance of a
U.S. Treasury Obligation over the Unitholder's initial tax basis for such
pro rata portion, determined at the time such Unitholder acquires his
Units. However, market discount with respect to any U.S. Treasury
Obligation will generally be considered zero if it amounts to less than
.25% of the Obligation's stated redemption price at maturity times the
number of years to maturity. The market discount rules do not apply to
Stripped Treasury Securities because they are stripped debt instruments
subject to special original issue discount rules as discussed above. If a
Unitholder sells his Units, gain, if any, will constitute ordinary income
to the extent of the aggregate of the accrued market discount on the
Unitholder's pro rata portion of each U.S. Treasury Obligation that is held
by the Trust that has not previously been included in taxable income by
such Unitholder. In general, market discount accrues on a ratable basis
unless the Unitholder elects to accrue such discount on a constant interest
rate basis. However, no opinion is expressed herein regarding the precise
manner in which market discount accrues. The deduction by a Unitholder for
any interest expense incurred to purchase or carry Units will be reduced by
the amount of any accrued market discount that has not yet been included in
taxable income by such Unitholder. In general, the portion of any interest
expense which is not currently deducible would be ultimately deductible
when the accrued market discount is included in income.

(v) As discussed in paragraph (iv) hereof, if a Unitholder sells his
Units, gain, if any, will constitute ordinary income to the extent of the
aggregate of the accrued market discount (which has not previously been
included in such Unitholder's taxable income) with respect to the
Unitholder's pro rata portion of each U.S. Treasury Obligation held by the
Trust. Any other gains (or losses) will be capital gains (or losses)
except in the case of a dealer or a financial institution, and will be
long-term if the Unitholder has held his Units for more than one year. A
Unitholder will recognize taxable gains (or losses) (a) upon redemption or
sale of his Units, (b) if

-3-

<PAGE>

the Trustee disposes of an asset or (c) upon receipt by the Trustee of
payments of principal on the U.S. Treasury Obligations. The amount of any
such gain (or loss) is measured by comparing the Unitholder's pro rata
share of the total proceeds from the transaction with his adjusted tax
basis in his Units or his pro rata interest in the asset as the case may
be, and then reducing such gain, if any, to the extent characterized as
ordinary income resulting from accrued market discount as discussed above.
A Unitholder's tax basis in his Units and his pro rata portion of each of
the underlying assets of the Trust may be adjusted to reflect the accrual
of market discount (if the Unitholder has elected to include such discount
in income as it accrues), original issue discount and amortized bond
premium, if any. The tax basis reduction requirements of the Code
relating to amortization of bond premium may, under some circumstances,
result in the Unitholder realizing a taxable gain when his Units are sold
or redeemed for an amount equal to his original cost. In addition,
Unitholders must reduce the tax basis of their Units and their pro rata
portion of the underlying assets of the Trust for their share of accrued
interest received by the Trust, if any, on U.S. Treasury Obligations
delivered after the Unitholders pay for their Units to the extent that such
interest accrued on such U.S. Treasury Obligations before the date the
Trust acquired ownership of the U.S. Treasury Obligations (and the amount
of this reduction may exceed the amount of accrued interest paid to the
seller) and, consequently, such Unitholders may have an increase in taxable
gain or reduction in capital loss upon the disposition of such Units or
such U.S. Treasury Obligations.

(vi) The Code provides that "miscellaneous itemized deductions" are
allowable only to the extent that they exceed two percent of an individual
taxpayer's adjusted gross income. Unitholder's may be required to treat
some or all of the expenses paid by the Trust as miscellaneous itemized
deductions subject to this limitation.

The Code provides a complex set of rules governing the accrual of original
issue discount, including special rules relating to "stripped" debt instruments
such as the Stripped Treasury Securities. These rules provide that original
issue discount generally accrues on the basis of a constant compound interest
rate over the term of the Stripped Treasury Security. Special rules apply if
the purchase price of a U.S. Treasury Obligation exceeds its original issue
price plus the amount of original issue discount which would have previously
accrued, based upon its issue price (its "adjusted issue price"). Similarly,
these special rules would apply to a Unitholder if the tax basis of his pro rata
portion of a U.S. Treasury Obligation issued with original issue discount
exceeds his pro rata portion of its adjusted issue price. In addition, as
discussed above, the Regulation provides that the amount of original issue
discount on a stripped bond is considered zero if the actual amount of original
issue discount on such stripped bond as determined under Section 1286 of the
Code is less than a "de minims" amount, which the Regulation provides, is the
product of (i) 0.25 percent

-4-

<PAGE>

of the stated redemption price at maturity and (ii) the number of full years
from the date the stripped bond is purchased (determined separately for each new
purchaser thereof) to the final maturity date of the bond.

For taxable years beginning after December 31, 1986 and before January 1,
1996, certain corporations may be subject to the environmental tax (the
"Superfund Tax") imposed by Section 59A of the Code. Interest received from,
and gains recognized from the disposition of, a security by the Trust or the
sale of Units by a Unitholder will be included by such corporations in the
computation of the Superfund Tax. Under current Code provisions, the Superfund
Tax does not apply to tax years beginning on or after January 1, 1996. However,
the Superfund Tax could be extended retroactively.

A Unitholder who is a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or trust) will
not be subject to United States Federal income taxes, including withholding
taxes on interest income (including any original issue discount) on, or any gain
from the sale or other disposition of his pro rata interest in any U.S. Treasury
Obligation held by the Trust or the sale of his Units provided that all of the
following conditions are met:

(i) the interest income or gain is not effectively connected with the
conduct by the foreign investor of a trade or business within the United
States;

(ii) with respect to any gain, the foreign investor (if an individual)
is not present in the United States for 183 days or more during his or her
taxable year;

(iii) the U.S. Treasury Obligation was issued after July 18, 1984;
and

(iv) the foreign investor provides all certification which may be
required of his status and of the matters contained in clauses (i) and (ii)
above.

The "Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax rates
on ordinary income while capital gains remain subject to 28 percent maximum
stated rate for taxpayers other than corporations. Because some of all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993.

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

-5-

<PAGE>

Very truly yours,

CHAPMAN AND CUTLER

EFF:mbk

<PAGE>

EXHIBIT 3.2(b)

May 29, 1997

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413

Re: Nuveen Unit Trust, Series 1 consisting, in part, of:
Nuveen Insured Corporate Trust, Series 1 (Long-Term)
----------------------------------------------------

Gentlemen:

We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trust, Series 1 (the "Fund") including Nuveen Insured
Corporate Trust, Series 1 (Long-Term) (the "Trust"), in connection with the
issuance of Units of fractional undivided interest in the Trust, under a Trust
Indenture and Agreement dated May 29, 1997 (the "Indenture") between John Nuveen
& Co. Incorporated, as Depositor and Evaluator, and The Chase Manhattan Bank, as
Trustee.

In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we
have deemed pertinent. The assets of the Trust will consist of portfolios of
long-term corporate debt obligations issued by utility companies (the
"Corporate Bonds") and "Zero coupon" U.S. Treasury bonds (the "Treasury
Bonds") (collectively, the "Obligations") as set forth in the Prospectus.
All Obligations have been issued after July 18, 1984. For purposes of the
opinions set forth below, we have assumed that the Obligations are debt the
interest on which is includable in gross income for federal income tax
purposes.

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

(i) The Trusts are not associations taxable as corporations for
Federal income tax purposes but will be governed by the provisions of
subpart E,

<PAGE>

-2-

subchapter J (relating to trusts) of chapter 1, Internal Revenue Code of
1986 (the "Code").

(ii) Each Unitholder will be considered as owning a pro rata share of
each asset of the Trusts for Federal income tax purposes. Under subpart E,
subchapter J of chapter 1 of the Code, income of the Trusts will be treated
as income of each Unitholder. Each Unitholder will be considered to have
received his pro rata share of income derived from each Trust asset when
such income is considered to be received by the Trust. Each Unitholder
will also be required to include in taxable income for Federal income tax
purposes, original issue discount with respect to his interest in any
Obligation held by the Trust at the same time and in the same manner as
though the Unitholder were the direct owner of such interest. Original
issue discount will be treated as zero with respect to Corporate Bonds if
it is "de minimis" within the meaning of Section 1273 of the Code and,
based upon a Treasury Regulation (the "Regulation") which was issued on
December 28, 1992 regarding the stripped bond rules of the Code, original
issue discount with respect to a Treasury Bond will be treated as zero if
it is "de minimis" as determined thereunder. If a Corporate Bond is a
"high-yield discount obligation" within the meaning of Section 163(e)(5) of
the Code, certain special rules may apply. A Unitholder may elect to
include in taxable income for Federal income tax purposes, market discount
as it accrues with respect to his interest in any Corporate Bond held by a
Trust which he is considered as having acquired with market discount at the
same time and in the same manner as though the Unitholder were the direct
owner of such interest.

(iii) The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Obligation
held by a Trust (in proportion to the fair market values thereof on the
valuation date closest to the date the Unitholder purchases his Units), in
order to determine his taxbasis for his pro rata portion of each Obligation
held by such Trust. TheTreasury Bonds are treated as bonds that were
originally issued at an original issue discount. Because the Treasury
Bonds represent interests in "stripped" U.S. Treasury bonds, a Unitholder's
initial cost for his pro rata portion of each Treasury Bond held by a Trust
(determined at the time he acquires his Units, in the manner described
above) shall be treated as its "purchase price" by the Unitholder. Under
the special rules relating to stripped bonds, original issue discount
applicable to the Treasury Bonds is effectively treated as interest for
Federal income tax purposes and the amount of original issue discount in
this case is generally the difference between the Bond's purchase price and
its stated redemption price at maturity. A Unitholder will be required to
include in gross income for each taxable year the sum of his daily portions
of original issue discount attributable to the Treasury Bonds held by a
Trust as such original

<PAGE>

-3-

issue discount accrues and will in general be subject to Federal income tax
with respect to the total amount of such original issue discount that
accrues for such year even though the income is not distributed to the
Unitholders during such year to the extent it is greater than or equal to
the "de minimis" amount described below. To the extent the amount of such
discount is less than the respective "de minimis" amount, such discount
shall be treated as zero. In general, original issue discount accrues
daily under a constant interest rate method which takes into account the
semi-annual compounding of accrued interest. In the case of Treasury Bonds
this method will generally result in an increasing amount of income to the
Unitholders each year.

(iv) Each Unitholder will have a taxable event when the Trustee
disposes of a Trust asset (whether by sale, exchange, liquidation,
redemption, payment on maturity or otherwise) or when the Unitholder
redeems or sells his Units. A Unitholder's tax basis in his Unit will
equal his tax basis in his pro rata portion of all the assets of the
Trust. Such basis is determined (before the adjustments described below)
by apportioning the tax basis for his Units among each of the Trust
assets according to their values as of the valuation date nearest the
date on which he purchased such Units. Unitholders must reduce the tax
basis of their Units for their share of accrued interest received, if
any, on Obligations delivered after the date the Unitholders pay for
their Units to the extent that such interest accrued on such Obligations
before the date the Trust acquired ownership of the Obligations (and
the amount of this reduction may exceed the amount of accrued interest
paid to the sellers) and, consequently, such Unitholders may have an
increase in taxable gain or reduction in capital loss upon the
disposition of such Units. Gain or loss upon the sale or redemption of
Units is measured by comparing the proceeds of such redemption or sale
with the adjusted basis of the Units. If the Trustee disposes of
Obligations (whether by sale, exchange, payment on maturity, redemption
or otherwise), gain or loss is recognized to the Unitholder (subject to
various nonrecognition provisions of the Code). The amount of any
such gain or loss is measured by comparing the Unitholder's pro rata
share of the total proceeds from such disposition with his basis for his
fractional interest in the asset disposed of. The basis of each Unit and
of each Obligation which was issued with original issue discount
(including the Treasury Bonds) (or which had market discount) must be
increased by the amount of accrued original issue discount (and market
discount if the Unitholder elects to include market discount in income as
it accrues) and the basis of each Unit and of each Obligation which was
purchased by a Trust at a premium must be reduced by the annual
amortization of bond premium which the Unitholder has properly elected
to amortize under Section 171 of the Code. The tax basis reduction
requirements of the Code relating to amortization of bond premium may,
under some circumstances, result in the Unitholder

<PAGE>

-4-

realizing a taxable gain when his Units are sold or redeemed for an amount
equal to or less than his original cost.

Each Unitholder's pro rata share of each expense paid by a Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income (similar limitations also apply to estates and trusts).
Unitholders may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.

The Code provides a complex set of rules governing the accrual of original
issue discount, including special rules relating to "stripped" debt instruments
such as the Treasury Bonds. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest rate over the
term of the Obligations. Special rules apply if the purchase price of an
Obligation exceeds its original issue price plus the amount of original issue
discount which would have previously accrued, based upon its issue price (its
"adjusted issue price"). Similarly, these special rules would apply to a
Unitholder if the tax basis of his pro rata portion of an Obligation issued with
original issue discount exceeds his pro rata portion of its adjusted issue
price. In addition, as discussed above, the Regulation provides that the amount
of original issue discount on a stripped bond is considered zero if the actual
amount of original issue discount on such stripped bond as determined under
Section 1286 of the Code is less than a "de minimis" amount, which, the
Regulation provides, is the product of (i) 0.25 percent of the stated redemption
price at maturity and (ii) the number of full years from the date the stripped
bond is purchased (determined separately for each new purchaser thereof) to the
final maturity date of the bond.

It is possible that a Corporate Bond that has been issued at an original
issue discount may be characterized as a "high-yield discount obligation"
within the meaning of Section 163(e)(5) of the Code. To the extent that such an
obligation is issued at a yield in excess of six percentage points over the
applicable Federal rate, a portion of the original issue discount on such
obligation will be characterized as a distribution on stock (e.g., dividends)
for purposes of the dividends received deduction which is available to certain
corporations with respect to certain dividends received by such corporations.

If a Unitholder's tax basis in his pro rata portion of any Corporate Bond
held by a Trust is less than his allocable portion of such Corporate Bond's
stated redemption price at maturity (or, if issued with original issue discount,
his allocable portion of its revised issue price), such difference will
constitute market discount unless the amount of market discount is "de minimis"
as specified in the Code. To the extent the amount of such discount is less
than the respective "de minimis" amount, such discount shall be treated as zero.
Market

<PAGE>

-5-

discount accrues daily computed on a straight line basis, unless the Unitholder
elects to calculate accrued market discount under a constant yield method. The
market discount rules do not apply to Treasury Bonds because they are stripped
debt instruments subject to special original issue discount rules as discussed
in paragraph (iii).

Accrued market discount is generally includible in taxable income of the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on Corporate Bonds held by a Trust, on the sale,
maturity or disposition of such Corporate Bonds by the Trust and on the sale of
a Unitholder's Units unless a Unitholder elects to include the accrued market
discount in taxable income as such discount accrues. If a Unitholder does not
elect to annually include accrued market discount in taxable income as it
accrues, deductions of any interest expense incurred by the Unitholder to
purchase or carry his Units will be reduced by such accrued market discount. In
general, the portion of any interest which is not currently deductible would
ultimately be deductible when the accrued market discount is included in income.

The tax basis of a Unitholder with respect to his interest in an Obligation
is increased by the amount of original issue discount (and market discount, if
the Unitholder elects to include market discount, if any, on the Obligations
held by the Trust in income as it accrues) thereon properly included in the
Unitholder's gross income as determined for Federal income tax purposes and
reduced by the amount of any amortized premium which the Unitholder has properly
elected to amortize under Section 171 of the Code. A Unitholder's tax basis in
his Units will equal his tax basis in his pro rata portion of all of the assets
of the Trust.

A Unitholder will recognize taxable gain (or loss) when all or part of the
pro rata interest in an Obligation is disposed of for an amount greater (or
less) than his tax basis therefor in a taxable transaction subject to various
non-recognition provisions of the Code.

As previously discussed, gain attributable to any Corporate Bond deemed to
have been acquired by the Unitholder with market discount will be treated as
ordinary income to the extent the gain does not exceed the amount of accrued
market discount not previously taken into income. The tax basis reduction
requirements of the Code relating to amortization of bond premium may, under
certain circumstances, result in the Unitholder realizing a taxable gain when
his Units are sold or redeemed for an amount equal to or less than his original
cost.

If a Unitholder disposes of a Unit, he is deemed thereby to have disposed
of his entire pro rata interest in all Trust assets including his pro rata
portion of all of the Corporate Bonds represented by the Unit. This may result
in a portion of the gain, if any, on such sale being taxable as ordinary income
under the market discount rules (assuming no election was

<PAGE>

-6-

made by the Unitholder to include market discount in income as it accrues) as
previously discussed.

"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax rates
on ordinary income while capital gains remain subject to a 28 percent maximum
stated rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transaction"
effective for transactions entered into after April 30, 1993.

A Unitholder who is a foreign investor (i.e., an investor other than a U.S.
citizen or resident or U.S. corporation, partnership, estate or trust) will not
be subject to United States Federal income taxes, including withholding taxes on
interest income (including any original issue discount) on, or any gain from the
sale or other disposition of his pro rata interest in any Obligation held by a
Trust or the sale of his Units provided that all of the following conditions are
met:

(i) the interest income or gain is not effectively connected with
the conduct by the foreign investor of a trade or business within the United
States;

(ii) if the interest is United States source income (which is the
case for most securities issued by United States issuers), the Obligation is
issued after July 18, 1984, the foreign investor does not own, directly or
indirectly, 10% or more of the total combined voting power of all classes
of voting stock of the issuer of the Obligation and the foreign investor is
not a controlled foreign corporation related (within the meaning of Section
864(d)(4) of the Code) to the issuer of the Obligation, or

(iii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more during
his or her taxable year; and

(iv) the foreign investor provides all certification which may be
required of his status.

It should be noted that the "Revenue Reconciliation Act of 1993," includes
a provision which eliminates the exemption from United States taxation,
including withholding taxes, for certain "contingent interest." This provision
applies to interest received after December 31, 1993. No opinion is expressed
herein regarding the potential applicability of this provision and whether
United States taxation or withholding taxes could be imposed with respect to
income derived from the Units as a result thereof.

The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes,

<PAGE>

-7-

including foreign, state or local taxes or collateral tax consequences with
respect to the purchase, ownership and disposition of Units.

Very truly yours

CHAPMAN AND CUTLER

EFF:mbk

<PAGE>

EXHIBIT 3.3(a)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 1 (Short-Term)
4 New York Plaza, 3rd Floor
New York, New York 10004

Attention: Mr. Michael J. Locascio
Vice President
----------------------------------

Re: Nuveen Unit Trust, Nuveen U.S. Treasury Trust, Series 1 (Short-Term)
------------------------------------------------------------------------

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions
of Trust for Nuveen Unit Trusts Series 1 and subsequent and a related Trust
Indenture and Agreement (such Standard Terms and Conditions of Trust and
related Trust Indenture and Agreement are collectively referred to as the
"Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trust, Nuveen U.S. Treasury Trust,
Series 1 (Short-Term) (the "Trust Fund"), and the confirmation by Chase, as
Trustee under the Indenture, that it has caused to be credited to the
Depositor's account at The Depository Trust Company a number of units
constituting the entire interest in the Trust Fund (such aggregate units
being herein called "Units") each of which represents an undivided interest
in the Trust Fund, which consists of U.S. Treasury obligations (including
confirmations of contracts for the purchase of certain obligations not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in
the amount required for such

<PAGE>

The Chase Manhattan Bank -2-

purchase upon the receipt of such obligations), such obligations being
defined in the Indenture as Securities and referenced in the schedules to the
Indenture.

We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"),
the form of certificate for the Units included in the Indenture and a
specimen of the certificates to be issued thereunder (the "Certificates") and
such other documents as we have deemed necessary in order to render this
opinion. Based on the foregoing, we are of the opinion that:

1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.

3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.

4. Chase, as Trustee, has registered on the registration books of the
Trust Fund the ownership of the Units by The Depository Trust Company, where
it has caused the Units to be credited to the account of the Depositor. Upon
receipt of confirmation of the effectiveness of the registration statement
for the sale of the Units filed with the Securities and Exchange Commission
under the Securities Act of 1933, the Trustee may cause the Units to be
transferred on the registration books of the Trust Fund to such other names,
and in such denominations, as the Depositor may order, and may deliver
Certificates evidencing such ownership, as provided in the Closing Memorandum.

5. Chase, as Trustee, may lawfully advance to the Trust Fund amounts as
may be necessary to provide periodic interest distributions of approximately
equal amounts, and may be reimbursed, without interest, for any such advances
from funds in the interest account, as provided in the Indenture.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

SFL:tbm

<PAGE>

EXHIBIT 3.3(b)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 2 (Intermediate Term)
4 New York Plaza, 3rd Floor
New York, New York 10004

Attention: Mr. Michael J. Locascio
Vice President
----------------------------------

Re: Nuveen Unit Trust, Nuveen U.S. Treasury Trust, Series 2
(Intermediate Term)
-----------------------------------------------------------

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions
of Trust for Nuveen Unit Trusts Series 1 and subsequent and a related Trust
Indenture and Agreement (such Standard Terms and Conditions of Trust and
related Trust Indenture and Agreement are collectively referred to as the
"Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trust, Nuveen U.S. Treasury Trust,
Series 2 (Intermediate Term) (the "Trust Fund"), and the confirmation by
Chase, as Trustee under the Indenture, that it has caused to be credited to
the Depositor's account at The Depository Trust Company a number of units
constituting the entire interest in the Trust Fund (such aggregate units
being herein called "Units") each of which represents an undivided interest
in the Trust Fund, which consists of U.S. Treasury obligations (including
confirmations of contracts for the purchase of certain obligations not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in
the amount required for such

<PAGE>

The Chase Manhattan Bank -2-

purchase upon the receipt of such obligations), such obligations being
defined in the Indenture as Securities and referenced in the schedules to the
Indenture.

1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.

3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

SFL:tbm

<PAGE>

EXHIBIT 3.3(c)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

The Chase Manhattan Bank,
as Trustee of
Nuveen Unit Trust,
Nuveen Insured Corporate Trust, Series 1 (Long-Term)
4 New York Plaza, 3rd Floor
New York, New York 10004

Attention: Mr. Michael J. Locascio
Vice President
----------------------------------

Re: Nuveen Unit Trust, Nuveen Insured Corporate Trust, Series 1 (Long-Term)
---------------------------------------------------------------------------

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions
of Trust for Nuveen Unit Trusts Series 1 and subsequent and a related Trust
Indenture and Agreement (such Standard Terms and Conditions of Trust and
related Trust Indenture and Agreement are collectively referred to as the
"Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trust, Nuveen Insured Corporate
Trust, Series 1 (Long-Term) (the "Trust Fund"), and the confirmation by
Chase, as Trustee under the Indenture, that it has caused to be credited to
the Depositor's account at The Depository Trust Company a number of units
constituting the entire interest in the Trust Fund (such aggregate units
being herein called "Units") each of which represents an undivided interest
in the Trust Fund, which consists of corporate debt obligations (including
confirmations of contracts for the purchase of certain obligations not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in
the amount required for such

<PAGE>

The Chase Manhattan Bank -2-

purchase upon the receipt of such obligations), such obligations being
defined in the Indenture as Securities and referenced in the schedules to the
Indenture.

1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.

3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

SFL:tbm

<PAGE>
EXHIBIT 3.4(a)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 1 (Short-Term)
c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004

Re: Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 1 (Short-Term)
-----------------------------------------------

Dear Sirs:

We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trust, Nuveen U.S. Treasury Trust, Series 1 (Short-Term) (the
"Trust Fund"), which will be established under a Standard Terms and
Conditions of Trust for Nuveen Unit Trusts Series 1 and subsequent and a
related Trust Indenture and Agreement (such Standard Terms and Conditions of
Trust and related Trust Indenture and Agreement are referred to collectively
as the "Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and The Chase Manhattan Bank,
as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust Fund will be issued (the "Units"),
which Units may, in accordance with the Indenture, be represented by a
certificate or certificates (the "Certificates").

<PAGE>

Nuveen Unit Trust -2-

We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving
this opinion, we have relied upon the two opinions, each dated today and
addressed to the Trustee, of Chapman and Cutler, counsel for the Depositor,
with respect to the matters of law set forth therein.

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

1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the New
York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of the
Units.

3. By reason of the exemption contained in paragraph (a) of Subdivision
8 of Section 270 of the New York Tax Law, no New York State stock transfer
tax will be payable in respect of any transfer of the Certificates.

We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-23671) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to
the references to our name under the captions "Tax Status" and "Legal
Opinion" in such Registration Statement and the preliminary prospectus
included therein.

Very truly yours,

SFL:tbm

<PAGE>
EXHIBIT 3.4(b)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 2 (Intermediate-Term)
c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004

Re: Nuveen Unit Trust,
Nuveen U.S. Treasury Trust, Series 2 (Intermediate-Term)
-----------------------------------------------

Dear Sirs:

We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trust, Nuveen U.S. Treasury Trust, Series 2 (Intermediate-Term)
(the "Trust Fund"), which will be established under a Standard Terms and
Conditions of Trust for Nuveen Unit Trusts Series 1 and subsequent and a
related Trust Indenture and Agreement (such Standard Terms and Conditions of
Trust and related Trust Indenture and Agreement are referred to collectively
as the "Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and The Chase Manhattan Bank,
as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust Fund will be issued (the "Units"),
which Units may, in accordance with the Indenture, be represented by a
certificate or certificates (the "Certificates").

<PAGE>

Nuveen Unit Trust -2-

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

1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of the
Units.

Very truly yours,

SFL:tbm

<PAGE>
EXHIBIT 3.4(c)

Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005

May 29, 1997

Nuveen Unit Trust,
Nuveen Insured Corporate Trust, Series 1 (Long-Term)
c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004

Re: Nuveen Unit Trust,
Nuveen Insured Corporate Trust, Series 1 (Long-Term)
-----------------------------------------------

Dear Sirs:

We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trust, Nuveen Insured Corporate Trust, Series 1 (Long-Term) (the
"Trust Fund"), which will be established under a Standard Terms and
Conditions of Trust for Nuveen Unit Trusts Series 1 and subsequent and a
related Trust Indenture and Agreement (such Standard Terms and Conditions of
Trust and related Trust Indenture and Agreement are referred to collectively
as the "Indenture"), each dated today's date and between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and The Chase Manhattan Bank,
as Trustee (the "Trustee"). Pursuant to the terms of the Indenture, units of
fractional undivided interest in the Trust Fund will be issued (the "Units"),
which Units may, in accordance with the Indenture, be represented by a
certificate or certificates (the "Certificates").

<PAGE>

Nuveen Unit Trust -2-

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

1. The Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of the Trust Fund will be considered the income of the holders of the
Units.

Very truly yours,

SFL:tbm

<PAGE>

EXHIBIT 4.1

STANDARD & POOR'S
A Division of The McGraw-Hill Companies

Brian Free
Chapman & Cutler
111 West Monroe Street
Chicago, IL 60603

May 29, 1997

Re: NUVEEN UNIT TRUST, SERIES 1 consisting of: Nuveen U.S. Treasury Trust,
Series 1 (Short-Term); Nuveen U.S. Treasury Trust, Series 2 (Intermediate);
and Nuveen Insured Corporate Trust, Series 1 (Long-Term)

Pursuant to your request for a Standard & Poor's rating on the units of
the above-captioned Trust, SEC #333-23671, we have reviewed the information
presented to us and have assigned a `AAA' rating to the units of the Trust
and a `AAA' rating to the securities contained in the Trust. The ratings are
direct reflections, of the portfolios of the Trust, which will be composed
solely of securities covered by bond insurance policies that insure against
default in the payment of prinicpal and interest on the securities so long as
they remain outstanding, or of U.S. Treasury Debt Obligations fully
guaranteed as to principal and interest by the full faith and credit of the
United States. Since the policies on the insured securities have been issued
by MBIA, which has been assigned a `AAA' claims paying ability ratings by
Standard & Poor's, Standard & Poor's has assigned a `AAA' rating to the units
of the Trust and to the securities contained in the Trust.

Standard & Poor's will maintain surveillance on the `AAA' rating until
June 29, 1998. On this date, the rating will be automatically withdrawn by
Standard & Poor's unless a post effective letter is requested by the trust.

You have permission to use the name of Standard & Poor's and the
above-assigned ratings in connection with your dissemination of information
relating to these units, provided that it is understood that the ratings are
not "market" ratings nor recommendations to buy, hold, or sell the units of
the trusts or the securities contained in the Trust. Further, it should be
understood the rating on the units does not take into account the extent to
which Trust expenses or portfolio asset sales for less than the Trust's
purchase price will reduce payment to the unit holders of the interest and
principal required to be paid on the portfolio assets. Standard & Poor's
reserves the right to advise its own clients, subscribers, and the public of
the ratings. Standard & Poor's relies on the sponsor and its counsel,
accountants, and other experts for the accuracy and completeness of the
information submitted in connection with the ratings. Standard & Poor's does
not independently verify the truth or accuracy of any such information.

This letter evidences our consent to the use of the name of Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. in
connection with the rating assigned to the units in the registration
statement or prospectus relating to the units or the Trust. However, this
letter should not be construed as a consent by us, within the meaning of
Section 7 of the Securities Act of 1933, to the use of the name of Standard &
Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. in
connection with the ratings assigned to the securities contained in the
Trust. You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.

Please be certain to send us a copy of your final prospectus as soon as
it becomes available. Should we not receive it within a reasonable time after
the closing or should it not conform to the representations made to us, we
reserve the right to withdraw the rating.

We are pleased to have had the opportunity to be of service to you. If
we can be of further help, please do not hesitate to call upon us.

Sincerely,

/s/ Sanford B. Bragg
------------------------------
Sanford B. Bragg

<PAGE>

EXHIBIT 4.2

Standard & Poor's
A Division of The McGraw-Hill Companies

John Nuveen & Co., Inc.
333 West Wacker Drive
Chicago, IL 60606-1286

Re: Nuveen Taxable Trust Series 1
-----------------------------

Gentlemen:

We have examined the Registration Statement File No. 333-23671 for the
above-captioned trust. We hereby acknowledge that Kenny S&P Evaluation
Services, a division of J.J. Kenny Co., Inc. is currently acting as the
evaluator for the trust. We hereby consent to the use in the Registration
Statement of the references to Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. as evaluator.

In addition, we hereby confirm that the ratings indicated in the
Registration Statement for the respective bonds comprising the trust
portfolio are the ratings indicated in our KENNYBASE database as of the date
of the evaluation report.

You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.

Sincerely,

/s/ Frank A. Ciccotto
---------------------------------
Frank A. Ciccotto
Vice President

<PAGE>

EXHIBIT 4.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.

ARTHUR ANDERSEN LLP

Chicago, Illinois
May 29, 1997

<PAGE>

MEMORANDUM

NUVEEN UNIT TRUST, SERIES 1
FILE NO. 333-23671

The Prospectus and the Indenture filed with Amendment No. 2 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the execution of the Indenture and the deposit of securities on May
29, 1997 and to set forth certain statistical data based thereon. In addition,
there are a number of other changes from the Prospectus as originally filed to
which reference is made, including the increase in the size of the Fund, a
corresponding increase in the number of Units and a change in the individual
trusts constituting the Fund. All references to the Units, prices and related
statistical data will apply to each trust of the Fund and the Units thereof
individually.

Except for such updating, an effort has been made to set forth below each
of the changes and also to reflect the same by redlining the marked counterparts
of the Prospectus submitted with the Amendment.

FORM S-6

FACING SHEET. The file number is now shown.

The PROSPECTUS

PART A - PAGE 2. The "Estimated Long Term Return" and "Estimated Current
Return" to Unit holders under each Trust under each of the distribution plans
are stated.

PART A - PAGES 1-2. Essential information for each of the Trusts,
including applicable footnotes, has been completed for this Series.

PART A - PAGES 1-2. The date of the Indenture has been inserted along with
the size and number of Units of each of the Trusts.

PART A - PAGE 1-6. et seq. The following information for each Trust
appears on the pages relating to such trust:

<PAGE>

The estimated daily accrual of interest under the plans of distribution for
each of the Trusts

Data regarding the composition of the portfolio of each Trust

The percentage of "when issued" bonds in the portfolio of each Trust

The schedule of investments for each Trust, including the notes thereto

The record dates and distribution dates for interest distributions for each
Trust

The Statements of Condition for each Trust and the Accountant's Report with
regard thereto

The amount of the Trustee's fee

CHAPMAN AND CUTLER

Chicago, Illinois
May 29, 1997

-2-

<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the U.S.
Treasury Trust, Series 1 (Short-Term) Trust 1 which is incorporated in the
Prospectus dated May 29, 1997 and is qualified in its entirety by reference to
such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 001
<NAME> U.S. Treasury Trust, Series 1 (Short-Term)

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,477,529
<INVESTMENTS-AT-VALUE> 1,477,666
<RECEIVABLES> 24,267
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,523,933
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24,267
<TOTAL-LIABILITIES> 24,267
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> (15,000)
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,477,666
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 98.51
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the U.S.
Treasury Trust, Series 2 (Intermediate) Trust 2 which is incorporated in the
Prospectus dated May 29, 1997 and is qualified in its entirety by reference to
such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 002
<NAME> U.S. Treasury Trust, Series 2 (Intermediate)

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,474,183
<INVESTMENTS-AT-VALUE> 1,473,629
<RECEIVABLES> 26,060
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,529,689
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26,060
<TOTAL-LIABILITIES> 26,060
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 15,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,473,629
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 98.24
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Insured
Corporate Trust, Series 1 (Long-Term) Trust 1 which is incorporated in the
Prospectus dated May 29, 1997 and is qualified in its entirety by reference to
such prospectus.
</LEGEND>
<SERIES>
<NUMBER> 003
<NAME> Insured Corporate Trust, Series 1 (Long-Term)

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 3,803,990
<INVESTMENTS-AT-VALUE> 3,809,530
<RECEIVABLES> 101,352
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,949,382
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 101,352
<TOTAL-LIABILITIES> 101,352
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 40,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,809,530
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 95.24
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>