NUVEEN UNIT TRUSTS SERIES 14, S-6, 1998-05-05

NUVEEN UNIT TRUSTS SERIES 14
S-6, 1998-05-05

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1940 Act File No. 811-08103

Securities and Exchange Commission
Washington, D.C. 20549

Form S-6

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

A. Exact name of Trust: Nuveen Unit Trusts, Series 14

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)

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: : immediately upon filing pursuant to paragraph (b)
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: : on (date) pursuant to paragraph (b)
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: : 60 days after filing pursuant to paragraph (a)
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: : on (date) pursuant to paragraph (a) of rule 485 or 486
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E. Title of securities being registered: Units of fractional undivided
beneficial interest.

F. 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
- ---- (date) at (time) pursuant to Rule 487.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Nuveen Unit Trusts, Series 14

Cross-Reference Sheet

Pursuant to Rule 404(c) of Regulation C

under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction 1 as

to Prospectus on Form S-6)
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<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. Organization and General Information
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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 ) Information About The Sponsor
Underwriter )

5. Organization of trust ) Nuveen Unit Trusts
)
6. Execution and termination of Trust ) Nuveen Unit Trusts
Agreement ) 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 ) Summary of Portfolios
trust's securities ) Composition of Trusts
) Portfolio
) Distributions To Unitholders
) Redemption
) Removal of Securities From The
) Trusts
) Information About The Trustee
) Information About The Sponsor
) Other Information
) Tax Status

11. Type of securities comprising units ) Nuveen Unit Trusts
) Portfolio
) Summary Of Portfolios
) Composition Of Trusts
) Objectives Of The Trusts
</TABLE>
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<TABLE>
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12. Certain information regarding ) *
periodic payment certificates )
)

13. (a) Loan, fees, expenses, etc. ) Essential Information
) Public Offering Price
) Market For Units
) 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
) Evaluation of Securities at the
) Initial Date Of Deposit
)
)
)
)
)

(d) Certain other fees, etc. ) Evaluation of Securities at the
payable by holders ) Initial Date Of Deposit
) Normal Trust Operating Expenses
) Ownership and Transfer of Units
)

(e) Certain profits received by ) Composition Of Trusts
depositor, principal ) Purchase of Units by the Sponsor
underwriter, trustee or )
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 )

</TABLE>

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<TABLE>
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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 ) Summary Of Portfolios
income ) Distributions to Unitholders
) Reports to Unitholders
)
)

(b) Reinvestment of distributions ) Accumulation Plan

(d) Schedule of distributions ) *

19. Records, accounts and reports ) Distributions to Unitholders
) Reports to Unitholders
)

20. Certain miscellaneous provisions of ) Information About the Trustee
Trust Agreement ) 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
</TABLE>

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<TABLE>
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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
)

39. (a) Organization of principal ) Information About the Sponsor
underwriter )

(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 )

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

43. Certain brokerage commissions ) *
received by principal underwriter )
</TABLE>

4
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<TABLE>
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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 ) Public Offering Price
certain persons ) 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 ) Public Offering Price
underlying securities ) Purchase of Units by the Sponsor
)
)

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of ) Information About the Trustee
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 )
</TABLE>

5
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<TABLE>
<C> <S> <C>
VII. Policy of Registrant

52. (a) Provisions of trust agreement ) Trust Operating Expenses
with respect to selection or ) Redemption
elimination of underlying ) Removal of Securities from the
securities ) Trusts
)

(b) Transactions involving ) *
elimination of underlying )
securities )

(c) Policy regarding substitution ) Summary Of Portfolios
elimination of underlying or ) Composition Of Trusts
securities ) 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>

Preliminary Prospectus Dated May 5, 1998

Nuveen Unit Trusts - Series 14

The attached Prospectus is hereby used as part of a preliminary Prospectus
for the above-stated Series. Information with respect to the actual trust
including pricing, the number of Units, dates and summary information regarding
the characteristics of securities to be deposited in this Series is not now
available. Accordingly, the information contained herein should be considered
as being included for informational purposes only.

A REGISTRATION STATEMENT RELATING TO THE UNITS OF THIS SERIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME
EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
SUCH UNITS MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THE UNITS IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.

The attached Prospectus as well as the final prospectus from Nuveen Unit
Trusts, Series 11 (incorporated herein by reference (Registration No. 333-47899)
as filed on April 8, 1998) constitute a preliminary prospectus for Nuveen Unit
Trusts, Series 14.
<PAGE>

Subject To Completion

Nuveen Unit Trusts
Nuveen Dividend Strategy 5, May 1998
CUSIP ________-DIVIDENDS IN CASH
CUSIP ________-DIVIDENDS REINVESTED

Prospectus Part A Dated May __, 1998

Overview

The Nuveen Dividend Strategy 5, May 1998 (the "Trust") is a unit investment
trust consisting of the common stocks of the five companies with the lowest per
share stock price of the ten companies in the Dow Jones Industrial Average/sm/
(the "DJIA") that have the highest dividend yields on the business day prior
to the Date of Deposit. The Trust seeks to provide an above average total return
through a combination of capital appreciation and dividend income. The Trust is
scheduled to terminate in approximately 13 months.

This Part A Prospectus may not be distributed unless accompanied by the
Nuveen Equity Unit Trust Prospectus--Part B which is dated May __, 1998. Part B
of this Prospectus is attached.

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.

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

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

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Page

Overview................................................................. 1
Trust Summary and Financial Highlights................................... 1
Essential Information.................................................... 1
Trust Strategies......................................................... 5
Investment Objective................................................ 5
How the Trust Selects Investments................................... 6
The Dow Jones Industrial Average/sm/................................ 6
Risk Factors............................................................. 7
Securities Selected for the Trust........................................ 7
Distributions............................................................ 8
Income and Capital Distributions.................................... 8
Investing in the Trust................................................... 9
Sales Charge........................................................ 9
Sales Charge............................................................. 9
Dealer Concessions.................................................. 10
Dealer Concessions....................................................... 10
Hypothetical Performance Information..................................... 10
General Information...................................................... 12
Optional Features................................................... 12
Secondary Market for Units.......................................... 13
Termination......................................................... 13
The Sponsor......................................................... 14
Schedule of Investments.................................................. 15
Statement of Condition................................................... 16
Report of Independent Public Accountants................................. 17
</TABLE>

Dow Jones & Company, Inc. ("Dow Jones") has not granted the Trust or John
Nuveen & Co. Incorporated ("Nuveen") a license to use the DJIA and is not
affiliated with Nuveen. Dow Jones has not participated in any way in the
creation of the Trust or in the selection of the Securities included in the
Trust. Nor have they approved any information included in the Prospectus.

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Nuveen Dividend Strategy 5,
May 1998
Trust Summary and Financial Highlights as of May __, 1998

Essential Information
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<CAPTION>
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Initial Date of Deposit: May __, 1998
Rollover Notification Date: __________, 2000
Special Redemption and Liquidation Period: __________, 2000 - __________, 2000
Initial Number of Units/(1)/: _______
Fractional Undivided Interest per Unit: 1/_______
</TABLE>

Public Offering Price/(2)/
Aggregate Offering Price of Securities: $
Aggregate Offering Price of Securities per Unit: $
Plus Maximum Sales Charge of 4.5%
(4.545% of the Net Amount Invested)/(3)/: $
Less Deferred Sales Charge/(3)/: $
Initial Public Offering Price per Unit: $

Mandatory Termination Date
__________, 2000

Industry Diversification
Banks ____%
Basic Industries ____%
Capital Equipment ____%
Consumer Services ____%
Electrical Products ____%
Financial ____%
Foods ____%
Health Care ____%
Household Products ____%
Manufacturing ____%
Retail ____%

Estimated Annual Income Distributions/(4)/
Estimated Annual Income Distributions (per Trust) $___________
Estimated Annual Income Distributions (per Unit) $___________
<PAGE>

Expense Information
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<CAPTION>
Sales Charges (Maximum Total 4.50%)/(5)/
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Amount Per
$1000 Invested
(As of the Initial
Date of Deposit)
Maximum Initial Sales Charge Imposed on Purchases (as a % of Initial Public Offering Price)/(5)/:.. % $
Deferred Sales Charge (as a % of Initial Public Offering Price)/(5)(6)/:........................... % $
Maximum Total Sales Charge/(5)(6)/:................................................................ % $
Maximum Sales Charge on Reinvested Dividends (as a % of Initial Public Offering Price)/(5)(6)/:.... % $

Estimated Annual Operating Expenses (Per Unit)/(7)/

Trustee's Fee: $
Organizational and Offering Expenses: $
Total Annual Expenses: $
</TABLE>
Estimated Costs Over Time

The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions:

Over 1 Year $
Over 3 Years $
Over 5 Years $
Over 10 Years $

The examples reflect both the estimated operating expenses and maximum
sales charge on an increasing investment (had the net annual return been
reinvested in the Trust). The examples should not be considered representations
of future expenses or annual rates of return; the actual expenses and annual
rates of return may be more or less than those used in the examples. In
addition, while the investment has a term of approximately 13 months, investors
may be able to reinvest their proceeds into subsequently offered trusts, subject
to additional sales charge. Those subsequent sales charges are reflected above.

____________________
Notes to Essential Information and Expense Information:

(1) As of the close of business on the Initial Date of Deposit, the number of
Units of the Trust may be adjusted so that the Public Offering Price per
Unit will equal

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approximately $10.00. Thereupon, to the extent of any such adjustment, the
fractional undivided interest per Unit will increase or decrease
accordingly, from the amounts indicated above.

(2) Each Security listed on a national securities exchange or the NASDAQ
National Market System is valued at the last closing sale price, or if no
such price exists or if the Security is not so listed, at the closing ask
price thereof.

(3) The maximum sales charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge represents an amount equal to the
difference between the Maximum Total Sales Charge for the trust of ___% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $____ per Unit). Unitholders will also be assessed a deferred
sales charge of $____ per Unit, payable on the last business day of each
month, over the period commencing __________, 1998 through ___________,
1998. Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the
Securities in the Trust. Deferred sales charge payments will be paid from
funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. Any applicable uncollected deferred sales charge amounts
remaining when a Unitholder sells or redeems their Units will be deducted
from the sales or redemption proceeds. See "Investing in the Trust-Sales
Charges," below and "Public Offering Price" in Part B of this Prospectus
for additional information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Securities at the opening of business on the Initial Date of Deposit
and establishes the original proportionate relationship amongst the
individual Securities. No sales to investors will be executed at this
price. Additional Securities may be deposited during the day of the Initial
Date of Deposit. See "Public Offering Price" in Part B of this Prospectus.

(4) Estimated Annual Income Distributions are based on the most recently
declared dividends of the Securities. Estimated Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided
interest in the Securities per Unit and the aggregate value of the
Securities per Unit as of the Initial Date of Deposit. Investors should
note that the actual amount of income distributed per Unit by the Trust
will vary from the estimated amount due to a variety of factors including,
changes in the items described in the preceding sentence, expenses and
actual dividends declared and paid by the issuers of the Securities.

(5) The Maximum Initial Sales Charge (as a percentage of the Initial Public
Offering Price) is the difference between the Maximum Total Sales Charge of
___% and the maximum remaining deferred sales charge (initially $___ per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $____ per Unit per month,
irrespective of the purchase or redemption price, deducted on such dates
set forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder

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sells or redeems Units before all of these deductions have been made, the
balance of the deferred sales charge payments remaining will be deducted
from the sales or redemption proceeds. If the Public Offering Price exceeds
$10.00 per Unit, the deferred portion of the sales charge will be less than
___%; if the Public Offering Price is less than $10.00 per Unit, the
deferred portion of the sales charge will be greater than ___%. Units
purchased subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and that portion of the deferred sales
charge payments not yet collected or accrued.

(6) Unitholders who elect to roll their Units into a new series of the Trust or
a trust with a similar investment strategy during the Interim Special
Redemption and Liquidation Period (as described under "Special Redemption,
Liquidation and Investment in a New Trust") or Unitholders who sell or
redeem their Units at or before the Second Year Commencement Date will not
be assessed a deferred sales charge for the Second Year Deferred Period.

(7) 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." Historically, the sponsors of unit investment trusts have
paid all of the costs of establishing such trusts.

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Trust Strategies

Investment Objective

The objective of the Trust is to provide above-average total return through
a combination of capital appreciation and dividend income. There is no assurance
that the Trust will achieve its investment objective.

Investment Philosophy

The Trust consists of a portfolio of common stocks chosen through the
application of an investment model that selects the common stocks of the five
companies with the lowest per share stock price of the ten companies in the DJIA
that have the highest dividend yields (the "Nuveen Dividend 5 Model"). The
Sponsor believes that dividends play an important part in total return, and blue
chip stocks that have higher dividend yields may also be undervalued. Through
the application of the Nuveen Dividend 5 Model, the Trust seeks to buy the
Securities at depressed prices and to sell them at relatively high prices. This
is contrary to the typical practice of buying securities based on good news.
However, as indicated by the historical performance figures provided in the
comparison of total returns table herein, these out-of-favor stocks have the
potential for attractive returns. For the Trust, the Nuveen Dividend 5 Model was
applied on the business day prior to the Date of Deposit. The Trust is a non-
managed investment vehicle which employs a buy and hold investment strategy. The
Trust plans to hold, for approximately 13 months, the stocks selected. At the
end of that period, the portfolio will be liquidated. Nuveen intends to create a
separate series in conjunction with the termination of the Trust. Investors may
reinvest redemption or termination proceeds in one of the new portfolios at a
reduced sales charge, if available. Each portfolio is designed to be part of a
longer term strategy and Nuveen believes that more consistent results are likely
if the strategy is followed for at least three to five years. Nuveen intends to
periodically create additional Units of this Trust. To do this, Nuveen expects
to deposit additional Securities in the Trust or cash (including a letter of
credit) with instructions to the Trustee to purchase additional Securities. Such
deposit of Securities will be done in a manner that will allow the original
proportionate relationship among the Securities to be maintained as closely as
practicable.

Investor Suitability

The Trust is a suitable investment for investors:

. Seeking to own a common stock unit trust with the potential to
outperform the S&P 500;

. Seeking the opportunity to purchase a defined portfolio of widely held
stocks that are included in the DJIA.

. Purchasing the Trust through a tax-deferred vehicle.

. Seeking Securities with relatively high dividends and the possibility of
capital gains.

The Trust is not a suitable investment if:

. You are unwilling to assume the risks inherent in investing in common
stock over a relatively short time horizon.

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How the Trust Selects Investments

The Securities included in the Trust's portfolio are the common stocks of
the five companies with the lowest per share stock price of the ten companies
listed on the DJIA with the highest dividend yields on the business day prior
to the Initial Date of Deposit. The dividend yields were calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of the Security as of the close of
business on the business day prior to the Date of Deposit. A description of the
Securities included in the Trust is set forth below under "Securities Selected
for the Trust" and "Schedule of Investments."

[The Dow Jones Industrial Average/sm/

The DJIA was first published in The Wall Street Journal in 1896.
Initially consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916
and to its present size of 30 stocks on October 1, 1928. The stocks are chosen
by the editors of The Wall Street Journal as representative of the broad market
and of American industry. The companies are major factors in their industries
and their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock exchange
or any official agency. For the sake of continuity, changes are made rarely.
However, on March 17, 1997 four companies were added to the DJIA replacing
Bethlehem Steel Corporation, Texaco, Inc., Westinghouse Electric Corporation and
Woolworth Corporation. The companies added to the DJIA were Hewlett-Packard
Co., Johnson & Johnson, Travelers Group, Inc. and Wal-Mart Stores Inc. Most
substitutions have been the result of mergers, but from time to time, changes
may be made to achieve a better representation. The components of the DJIA may
be changed at any time for any reason. The following is a list of the companies
which currently comprise the DJIA.

<S> <C>
AT&T Corporation Hewlett-Packard Co.
Allied Signal International Business Machines Corporation
Aluminum Company of America International Paper Company
American Express Company Johnson & Johnson
Boeing Company McDonald's Corporation
Caterpillar Inc. Merck & Company, Inc.
Chevron Corporation Minnesota Mining & Manufacturing Company
Coca-Cola Company J.P. Morgan & Company, Inc.
Walt Disney Company Philip Morris Companies, Inc.
E.I. du Pont de Nemours & Company Procter & Gamble Company
Eastman Kodak Company Sears, Roebuck & Company
Exxon Corporation Travelers Group, Inc.
General Electric Company Union Carbide Corporation
General Motors Corporation United Technologies Corporation
Goodyear Tire & Rubber Company Wal-Mart Stores, Inc.]
</TABLE>

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Risk Factors

Risk is inherent in all investing. Investing in a unit trust involves risk,
including the risk that you may receive little or no return on your investment
or even that you may lose part or all of your investment. Therefore, before
investing you should consider carefully the following risks that you assume when
you invest in this Trust. Because of these and other risks, you should consider
an investment in the Trust to be a part of a longer term investment strategy
that will provide the best results when followed over a number of years.

Market risk: the risk that the market value of a stock may change rapidly
and unpredictably, causing a security to be worth less than its original price.
The equity markets tend to have periods of generally rising prices and periods
of generally falling prices. Because the Trust is not managed, Securities in the
Trust will generally not be sold in response to market fluctuations.
Accordingly, an investor in the Trust may be exposed to more market risk than an
investor in certain managed investment vehicles. In addition, the relative lack
of diversity of Securities in the Trust's portfolio may subject Unitholders to
greater market risk than other investment vehicles that have more diversified
portfolios.

Inflation risk: the risk that the value of assets or income from
investments will be less in the future as inflation decreases the value of
money. As inflation increases, the value of the Trusts' assets can decline as
can the value of the Trusts' distributions.

See "Risk Factors" in Part B of this Prospectus for an additional
discussion of potential risks.

Securities Selected for the Trust

AT&T Corporation

AT&T Corporation, headquartered in New York, New York, provides products,
services and systems for the movement and management of information. The company
also provides voice, data and image telecommunications services, including
domestic and international long distance telecommunications services. In
addition, the company markets AT&T products, systems and services in the United
States and abroad.

E.I. du Pont de Nemours & Company

E.I du Pont de Nemours & Company, headquartered in Wilmington, Delaware,
explores for, develops and produces crude oil and natural gas; makes polymers,
elastomers, finishes and performance films; makes specialty fibers and
chemicals; produces agricultural products; and makes electronic materials and
medical products. The company participates in five principal business segments--
Petroleum Operations; Polymers; Fibers; Chemicals; and Diversified Businesses.

Exxon Corporation

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

International Paper Company

International Paper Company, headquartered in Purchase, New York, produces
printing and writing paper, paperboard, wood pulp, lumber, wood panels,
laminated wood products and specialty products. The company also distributes
printing papers and industrial and office supplies and also invests in oil and
gas and real estate properties.

Philip Morris Companies, Inc.

Philip Morris Companies, Inc., headquartered in New York, New York, is the
world's largest producer and marketer of consumer packaged goods. Its five
principal operating companies are Kraft Foods, Inc., Miller Brewing Company,
Philip Morris International Inc., Philip Morris U.S.A. and Philip Morris Capital
Corporation.

General Motors Corporation

[Description].

Distributions

Income and Capital Distributions

Cash dividends received by the Trust will be paid each June 30 and December
31 ("Income Distribution Dates") to Unitholders of record each June 15 and
December 15 ("Income Record Dates"), respectively. Rollover Unitholders (as
defined below) will generally receive upon liquidation their pro rata portion of
the Income Account as Units of the New Trust (as defined below). Distributions
of funds in the Capital Account, if any, will be made as part of the final
liquidation distribution, if applicable, and in certain circumstances, earlier.
Any distribution of income and/or capital will be net of expenses of the Trust.
Additionally, upon termination of the Trust, the Trustee will distribute, upon
surrender of Units, to each remaining Unitholder (other than a Rollover
Unitholder) his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Distributions To Unitholders" in Part B of this
Prospectus. For distributions to Rollover Unitholders, see "Special Redemption,
Liquidation and Investment in a New Trust." Any Unitholder may elect to have
each distribution of income or capital on his Units, other than the final
liquidating distribution, automatically reinvested in additional Units of the
Trust subject only to applicable remaining deferred sales charge payments. See
"Distributions to Unitholders" in Part B of this Prospectus.

-8-

<PAGE>

Investing in the Trust

Sales Charge

The maximum sales charge of ___% of the public offering price consists of
an initial sales charge equal to the difference between the maximum sales charge
of ____% and the maximum remaining deferred sales charge, initially $____ per
Unit, and any remaining deferred sales charge. Unitholders will be assessed a
deferred sales charge of $______ per Unit, payable on the last business day of
each month, over the period commencing _________, 1998 through __________, 1998.
Units purchased subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and the remaining deferred sales charge
payments not yet collected. Unitholders that purchase more than 5,000 Units are
entitled to reduced sales charges. In addition, certain classes of investors are
entitled to purchase Units at reduced sale charges. See "Public Offering Price"
in Part B of this Prospectus. Sales charges for larger single transactions
(including deferred sales charge) are as follows:

Sales Charges
<TABLE>
<CAPTION>
Total Percent***
Initial Deferred Maximum of Net
Sales Sales Sales Amount
Number of Units* Charge** Charge Charge Invested
<S> <C> <C> <C> <C>
Less than 5,000............ % $ % %
5,000 to 9,999............. % $ % %
10,000 to 24,999........... % $ % %
25,000 to 49,999........... % $ % %
50,000 to 99,999........... % $ % %
100,000 or more............ % $ % %
Wrap Accounts.............. % $ % %
Rollover (per Unit)........ % $ % %
</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 $50,000, 10,000 Units to $100,000 etc., and will be applied on that
basis which is more favorable to the purchaser.

** Based upon a $10.00 Public Offering Price. This will fluctuate based upon
the Public Offering Price of the Units at the time of purchase and the date
of purchase.

*** Percent of Net Amount Invested is based on the price as of the Initial Date
of Deposit. To the extent Units are priced differently, the Percent of Net
Amount Invested will be affected.

+ All Units of the Trust will be subject to the applicable deferred sales
charge per Unit regardless of sale charge discounts. Investors who, as a
result of sale charge discounts, are eligible to purchase Units subject to
a maximum total sales charge less than the applicable maximum deferred
sales charge will be credited the difference between these amount at the
time of purchase.

++ The Public Offering Price per Unit is rounded to the nearest cent and
accordingly the actual sales charge paid by an investor may be slightly
greater or less than the amount reflected.

-9-

<PAGE>

Dealer Concessions

The Sponsor plans to allow a discount to dealer firms in connection with
the distribution of Units. The discounts, based on number of Units sold, are
provided below:

Dealer Concessions
<TABLE>
<CAPTION>

$ Discount
Number of Units* per Unit
<S> <C>
Less than 5,000............................. %
5,000 to 9,999..............................
10,000 to 24,999............................
25,000 to 49,999............................
50,0000 to 99,9000..........................
100,000 or more.............................
Rollover....................................
Wrap Accounts...............................
</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 $50,000, 10,000 Units to $100,000 etc., and will be applied on that
basis which is more favorable to the purchaser.

Hypothetical Performance Information

The following table compares the actual performance of the S&P 500
Composite Stock Price Index (the "S&P 500") and the Dow Jones Industrial Average
(the "DJIA") with the hypothetical performance of approximately equal amounts
invested in the common stocks chosen by the Nuveen Dividend 5 Model (but not a
Trust) in each of the 16 years listed below, as of the business day prior to the
beginning of each year for the returns provided in the "1 Year" column ("One
Year Strategy Returns") below and as of the business day prior to the beginning
of every other year commencing December 31, 1981, for the returns provided in
the "2 Year" column ("Two Year Strategy Returns").

The returns shown herein are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
the Trust. The common stocks selected by the Nuveen Dividend 5 Model
underperformed the S&P 500 and/or the DJIA in certain years. Accordingly, there
can be no assurance that a Trust's portfolio will outperform the S&P 500 or the
DJIA over the life of a Trust or over consecutive rollover periods, if
available.

A holder of units in a Trust would not necessarily realize as high a total
return on an investment in stocks upon which the hypothetical returns are based
for the following reasons among others: the total return figures shown do not
reflect sales charges, commissions, Trust expenses or taxes; the Trust is
established at different times of the year; the Trust may not be fully invested
at all times or equally weighted in all stocks selected by the Nuveen Dividend 5
Model; past performance is not indicative of future results; and Securities are

-10-
<PAGE>

often purchased or sold at prices different from the closing prices used in
buying and selling Units.

Comparison of Total Return/(2)/
<TABLE>
<CAPTION>
Annualized Hypothetical
Nuveen Dividend 5
Model Returns/(1)/
----------------------- S&P 500 DJIA
Year Total Returns Total Returns
<S> <C> <C> <C>
1973.................. 20,01% % -10.55%
1974.................. -5.40% % -17.13%
1975.................. 64.77% % 47.10%
1976.................. 40.96% % 31.47%
1977.................. 5.49% % -11.77%
1978.................. 1.50% % 2.66%
1979.................. 9.90% % 10.52%
1980.................. 40.52% % 21.41%
1981.................. 3.62% % -3.40%
1982.................. 41.87% % 25.84%
1983.................. 36.10% % 25.68%
1984.................. 10.87% % 1.07%
1985.................. 37.84% % 32.83%
1986.................. 30.31% % 26.96%
1987.................. 11.06% % 6.00%
1988.................. 21.22% % 15.97%
1989.................. 10.49% % 31.74%
1990.................. -15.27% % -0.61%
1991.................. 61.79% % 23.99%
1992.................. 22.26% % 7.37%
1993.................. 34.52% % 16.74%
1994.................. 8.08% % 4.94%
1995.................. 27.08% % 36.47%
1996.................. 25.85% % 28.80%
1997.................. 20.07% % 24.93%
1998 thru 3/31........ 7.24% % 11.73%
</TABLE>
____________________
(1) The Nuveen Dividend 5 Model common stocks were selected by applying the
Nuveen Dividend 5 Model on the business day prior to the beginning of each
year. The Nuveen Dividend 5 Model includes common stocks listed in the DJIA
and S&P 500.

(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each
group of stocks. The total return for the S&P 500 assumes dividends are
reinvested as they are received. Total return does not take into
consideration any sales charges, commissions, expenses or taxes. From 1973
through 1997, the average annual total return for the Nuveen Dividend 5
Model was ____%, while the S&P 500 and the DJIA achieved an average annual
total returns of _____% and _____%, respectively. The average annual total
returns for the Dividend Strategy 5 for the one year, five year, ten year,
fifteen year and twenty-five year periods ended December 31, 1997 were
17.77%, 20.97%, 18.17%, 18.78%, and 19.11%, respectively. These
hypothetical results represent the past performance of Nuveen's Dividend
Strategy 5 model and not the actual Trust. Past performance does not
guarantee future results. Although the Trust seeks to achieve a better
performance than the S&P 500 and the DJIA, there can be no assurance that
the Trust will achieve a better performance over its life or over
consecutive rollover periods, if available.

-11-
<PAGE>

Suppose You Had Invested $10,000 on January 1, 1973?

The mountain chart appearing here begins with January 1, 1973 and shows the
performance as of December 31, 1997 for the DJIA as $______ and for the Dividend
Strategy 5 as $_______.

The charts above represent hypothetical past performance of the Nuveen
Dividend 5 Model (but not the Trust), the S&P 500 and the DJIA from January 1,
1973 through December 31, 1997 and should not be considered indicative of future
results. The charts assume that all dividends are reinvested and does not
reflect sales charges, commission, expenses or taxes. The returns for the Nuveen
Dividend 5 Model reflect the adjustment of the securities included in the Nuveen
Dividend 5 Model every year in accordance with the Nuveen Dividend 5 Model, and
they do not indicate the actual performance of any investment product. There can
be no assurance that the Trust will outperform the S&P 500 or the DJIA over its
life or over consecutive rollover periods, if available.

General Information

Optional Features

Redemptions

Units may be redeemed on any business day at their current market value.
Units tendered for redemption prior to such time as the entire deferred sales
charge on such Units has been collected will be assessed the remaining deferred
sales charge at the time of redemption. 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). Rollover Unitholders will not be permitted to apply New Trust
purchases to satisfy the LOI amount. The minimum LOI investment is $50,000. See
"Public Offering Price" in Part B of this Prospectus.

Special Redemption, Liquidation and Investment in a New Trust

The Sponsor intends to create separate series of the Trust (the "New
Trusts") in conjunction with the termination of the Trust (approximately 13
months after the Initial Date of Deposit). The portfolio of the New Trusts will
contain common stocks that are selected by the Sponsor using the same criteria
and investment philosophy employed by this series of the Trust. Unitholders may
elect to have their proceeds reinvested into a New Trust, if available, by
notifying the Trustee of this election by the Rollover Notification Date. Such a
Unitholder's Units will be redeemed in-kind, the distributed Securities sold,
and

-12-
<PAGE>

the proceeds invested in a New Trust or a trust with a similar investment
strategy at a reduced sales charge, provided such New Trust or other similar
trust is offered and Units are available. Cash not invested in a New Trust or
other eligible trust will be distributed. (Unitholders electing to have their
proceeds reinvested shall be referred to herein as "Rollover Unitholders.")
Rollover Unitholders therefore will generally not receive a liquidation
distribution (other than cash not invested in a New Trust or other eligible
trust), but will receive Units in a New Trust or other eligible trust. On
August 5, 1997, legislation (the "Act") was enacted that reduces the maximum
stated marginal tax rate for certain capital gains for investments held for more
than 18 months to 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Generally, Rollover Unitholders would be subject to a maximum stated
marginal tax rate of 28% on long-term capital gains resulting from ownership of
Units. See "Tax Status" in Part B of this Prospectus. Potential investors should
consult their tax advisors regarding the potential effect of the Act on their
investment in Units. In addition, 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. See "Tax
Status" in Part B of this Prospectus. This exchange option may be modified,
terminated or suspended. See "Special Redemption, Liquidation and Investment in
a New Trust" in Part B of this Prospectus.

Reinvestment

Distributions from the Trust can be reinvested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital
distributions from the Trust can be reinvested at a reduced sales charge into
additional Units of the Trust. See "Distributions of Unitholders" and
"Accumulation Plan" in Part B of this Prospectus. For more information about
Nuveen investment products, obtain a prospectus from your financial adviser.

Secondary Market for Units

Although not obligated to do so, the Sponsor may maintain a market for
Units and offer to repurchase the Units at prices based on the aggregate value
of the Securities, plus or minus cash, if any, the Capital and Income Accounts
of the Trust plus a sales charge as set forth above in "Investing in the
Trust--Sales Charge." If a secondary market is not maintained, a Unitholder may
still redeem his Units through the Trustee. See "Redemption" in Part B of this
Prospectus. Any applicable deferred sales charge remaining on Units at the time
of their sale or redemption will be collected at that time.

Termination

Commencing on the Mandatory Termination Date, the Equity Securities will
begin to be sold as prescribed by the Sponsor. The Trustee will provide written
notice of the termination to Unitholders which will specify when certificates
may be surrendered. Unitholders not electing the "Rollover Option" will receive
a cash distribution within a

-13-
<PAGE>

reasonable time after the Trust's termination. See "Distributions to
Unitholders" and "Other Information -- Termination of Indenture" in Part B of
this Prospectus.

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 trusted Nuveen to help them maintain the lifestyle they
currently enjoy.

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

-14-
<PAGE>

Nuveen Dividend Strategy 5, May 1998
(Nuveen Unit Trusts, Series 14)
Schedule of Investments at the Initial Date of Deposit, May __, 1998

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of Current
of Name of Issuer of Securities Offering Value per Securities Dividend
Shares (Ticker Symbol)(1) Price Share to Trust(2) Yield(3)
<S> <C> <C> <C> <C> <C>
E.I. du Pont de Nemours & Company (DD) % $ $ $
Exxon Corporation (XON)
General Motors Corporation (GM)
International Paper Company (IP)
Philip Morris Companies, Inc. (MO)

- ------ ------------ ----------- --------
100%
====== ============ =========== ========
</TABLE>
____________________
(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit has
been deposited with the Trustee. The contracts to purchase the Securities
were entered into by the Sponsor on ____________, 1998.
(2) The cost of the Securities to the Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding the
initial Date of Deposit). The valuation of the Securities has been
determined by the Trustee. The aggregate underlying value of the Securities
on the Initial Date of Deposit was $_______. Cost and gain or (loss) to
Sponsor relating to the Securities sold to the Trust were $________ and
$________, respectively.
(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the
business day prior to the Initial Date of Deposit.

-15-
<PAGE>

Nuveen Dividend Strategy 5, May 1998
(Nuveen Unit Trusts, Series 14)
Statement of Condition at the Initial Date of Deposit, May __, 1998

<S> <C>
Trust Property
Investment in Equity Securities represented by purchase contracts/(1)(2)/ $
Organizational and offering costs/(3)/ _________
Total $________
=========

Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge/(4)/ $
Accrued organizational and offering costs/(3)/ _________
Total $________
=========

Interest of Unitholders:
Unit of fractional undivided interest outstanding (_________)
Cost of investors/(5)/ $
Less: Gross underwriting commission/(6)/ _________
Net amount applicable to investors $________
=========
Total $________
=========
</TABLE>
____________________
(1) Aggregate cost of Securities listed under "Schedule of Investments" is
based on their aggregate underlying value.
(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the
purchase of the Securities pursuant to contracts for the purchase of such
Securities.
(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational and offering costs which will be deferred and
amortized over the first 18 months of the Trust. The estimated organization
and offering costs are based upon an estimate that 2,000,000 Units of the
Trust will be issued. To the extent the number of Units issued is larger or
smaller, the estimate will vary.
(4) Represents the amount of mandatory distributions from the Trust ($____ per
Unit), payable to the Sponsor in ten equal monthly installments of $______
per Unit beginning on ________, 1998, and on the last business day of each
month thereafter through ________, 1998.
(5) Aggregate Public Offering Price computed as set forth under "Public
Offering Price" in Part B of this Prospectus.
(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and 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.)

-16-
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders
of Nuveen Unit Trusts, Series 14:

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 Trusts, Series 14 (Nuveen Dividend Strategy 5, May 1998), as of May ___,
1998. 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 (2) 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 Trusts, Series 14 (Nuveen Dividend
Strategy 5, May 1998), as of May ___, 1998, in conformity with generally
accepted accounting principles.

Arthur Andersen LLP

Chicago, Illinois
May ___, 1998.

-17-
<PAGE>

(This page has been left blank intentionally.)
<PAGE>

Subject To Completion

Nuveen Unit Trusts
Nuveen Dividend Strategy 10, May 1998
CUSIP ________-dividends in cash
CUSIP ________-dividends reinvested

Prospectus Part A Dated May __, 1998

Overview

The Nuveen Dividend Strategy 10, May 1998 (the "Trust") is a unit
investment trust consisting of the common stocks of the ten companies in the Dow
Jones Industrial Average/sm/ (the "DJIA") that have the highest dividend yields
on the business day prior to the Date of Deposit. The Trust seeks to provide an
above average total return through a combination of capital appreciation and
dividend income. The Trust is scheduled to terminate in approximately 13 months.

This Part A Prospectus may not be distributed unless accompanied by the
Nuveen Equity Unit Trust Prospectus-Part B which is dated May __, 1998. Part B
of this Prospectus is attached.

<PAGE>

Table of Contents

<TABLE>
<CAPTION>
Page
<S> <C>
Overview................................................................... 1

Trust Summary and Financial Highlights..................................... 1

Essential Information...................................................... 1

Trust Strategies........................................................... 5
Investment Objective.................................................... 5
How the Trust Selects Investments....................................... 6
The Dow Jones Industrial Average/sm/.................................... 6

Risk Factors............................................................... 7

Securities Selected for the Trust.......................................... 7

Distributions.............................................................. 9
Income and Capital Distributions........................................ 9

Investing in the Trust..................................................... 9
Sales Charge............................................................ 9

Sales Charges..............................................................10
Dealer Concessions......................................................10

Dealer Concessions.........................................................10

Hypothetical Performance Information.......................................11

General Information........................................................13
Optional Features.......................................................13
Secondary Market for Units..............................................14
Termination.............................................................14
The Sponsor.............................................................15

Schedule of Investments....................................................16

Statement of Condition.....................................................17

Report of Independent Public Accountants...................................17
</TABLE>

-i-
<PAGE>

Nuveen Dividend Strategy 10, May 1998
Trust Summary and Financial Highlights as of May __, 1998

Essential Information

Initial Date of Deposit: May __, 1998
Rollover Notification Date: __________, 2000
Special Redemption and Liquidation Period: __________, 2000 - __________, 2000
Initial Number of Units/(1)/: _______
Fractional Undivided Interest per Unit: 1/_______

Mandatory Termination Date
__________, 2000

Estimated Annual Income Distributions/(4)/
Estimated Annual Income Distributions (per Trust) $___________
Estimated Annual Income Distributions (per Unit) $___________
<PAGE>

Expense Information

Sales Charges (Maximum Total 4.50%)/(5)/
Amount Per
$1000 Invested
(As of the Initial
Date of Deposit)
Maximum Initial Sales Charge Imposed on
Purchases (as a % of Initial Public
Offering Price)/(5)/:........................... % $
Deferred Sales Charge (as a % of Initial
Public Offering Price)/(5)(6)/:................. % $
Maximum Total Sales Charge/(5)(6)/:................ % $
Maximum Sales Charge on Reinvested
Dividends (as a % of Initial Public
Offering Price)/(5)(6)/:........................ % $

Estimated Annual Operating Expenses (Per Unit)/(7)/
Trustee's Fee: $
Organizational and Offering Expenses: $
Total Annual Expenses: $

Estimated Costs Over Time

The following are the estimated cumulative costs on a $1,000 investment,
assuming (as mandated by the Securities and Exchange Commission) a 5% annual
return, and reinvestment of all distributions:

Over 1 Year $
Over 3 Years $
Over 5 Years $
Over 10 Years $

____________________
Notes to Essential Information and Expense Information:

(1) As of the close of business on the Initial Date of Deposit, the number of
Units of the Trust may be adjusted so that the Public Offering Price per
Unit will equal

-2-
<PAGE>

approximately $10.00. Thereupon, to the extent of any such adjustment, the
fractional undivided interest per Unit will increase or decrease
accordingly, from the amounts indicated above.

(3) The maximum sales charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge represents an amount equal to the
difference between the Maximum Total Sales Charge for the trust of ____% of
the Public Offering Price and the maximum remaining deferred sales charge
(initially $____ per Unit). Unitholders will also be assessed a deferred
sales charge of $____ per Unit, payable on the last business day of each
month, over the period commencing __________, 1998 through ___________,
1998. Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the
Securities in the Trust. Deferred sales charge payments will be paid from
funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. Any applicable uncollected deferred sales charge amounts
remaining when a Unitholder sells or redeems their Units will be deducted
from the sales or redemption proceeds. See "Investing in the Trust-Sales
Charges," below and "Public Offering Price" in Part B of this Prospectus
for additional information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Securities at the opening of business on the Initial Date of Deposit
and establishes the original proportionate relationship amongst the
individual Securities. No sales to investors will be executed at this
price. Additional Securities may be deposited during the day of the Initial
Date of Deposit. See "Public Offering Price" in Part B of this Prospectus.

(5) The Maximum Initial Sales Charge (as a percentage of the Initial Public
Offering Price) is the difference between the Maximum Total Sales Charge of
____% and the maximum remaining deferred sales charge (initially $____ per
Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $____ per Unit per month,
irrespective of the purchase or redemption price, deducted on such dates
set forth in "Investing in the Trust." Except as noted in "Investing in the
Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder

-3-
<PAGE>

sells or redeems Units before all of these deductions have been made, the
balance of the deferred sales charge payments remaining will be deducted
from the sales or redemption proceeds. If the Public Offering Price exceeds
$10.00 per Unit, the deferred portion of the sales charge will be less than
____%; if the Public Offering Price is less than $10.00 per Unit, the
deferred portion of the sales charge will be greater than ____%. Units
purchased subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and that portion of the deferred sales
charge payments not yet collected or accrued.

-4-
<PAGE>

TRUST STRATEGIES

Investment Objective

Investment Philosophy

The Trust consists of a portfolio of common stocks chosen through the
application of an investment model that selects the common stocks of the ten
companies in the DJIA that have the highest dividend yields (the "Nuveen
Dividend 10 Model"). The Sponsor believes that dividends play an important part
in total return, and stocks that have higher dividend yields may also be
undervalued. The Sponsor believes that blue chip stocks that are undervalued
have the potential for higher total returns over time. For the Trust, the Nuveen
Dividend 10 Model was applied on the business day prior to the Date of Deposit.
The Trust is a non-managed investment vehicle which employs a buy and hold
investment strategy. Through the application of the Nuveen Dividend 10 Model,
the Trust seeks to buy the Securities at depressed prices and to sell them at
relatively high prices. The Sponsor believes that there may be benefits to
having the discipline not to sell based on bad news. Staying invested in the
stocks selected by the Nuveen Dividend 10 Model through three-year periods over
the last 25 years has typically produced positive results. This is based on the
annual returns of the ten highest-yielding DJIA stocks for the period 1973-1997,
during which period the strategy produced positive absolute returns of over 78%
of three-year annual rolling periods (see "Hypothetical Performance
Information"). The Trust plans to hold, for approximately 13 months, the stocks
selected. At the end of that period, the portfolio will be liquidated. Nuveen
intends to create a separate series in conjunction with the termination of the
Trust. Investors may reinvest redemption or termination proceeds in one of the
new portfolios at a reduced sales charge, if available. Each portfolio is
designed to be part of a longer term strategy and Nuveen believes that more
consistent results are likely if the strategy is followed for at least three to
five years. Nuveen intends to periodically create additional Units of this
Trust. To do this, Nuveen expects to deposit additional Securities in the Trust
or cash (including a letter of credit) with instructions to the Trustee to
purchase additional Securities. Such deposit of Securities will be done in a
manner that will allow the original proportionate relationship among the
Securities to be maintained as closely as practicable.

Investor Suitability

The Trust is a suitable investment for investors:

. Seeking to own a common stock unit trust with the potential to
outperform the S&P 500;

. Seeking the opportunity to purchase a defined portfolio of widely
held stocks that are included in the DJIA.

. Purchasing the Trust through a tax-deferred vehicle.

. Seeking Securities with relatively high dividends and reduced price
volatility.

The Trust is not a suitable investment if:

. You are unwilling to assume the risks inherent in investing in
common stock over a relatively short time horizon.

-5-
<PAGE>

How the Trust Selects Investments

The Securities included in the Trust's portfolio are the common stocks of
the ten companies listed on the DJIA with the highest dividend yields on the
business day prior to the Initial Date of Deposit. The dividend yields were
calculated by annualizing the last quarterly or semi-annual ordinary dividend
declared and dividing the result by the market value of the Security as of the
close of business on the business day prior to the Date of Deposit. A
description of the Securities included in the Trust is set forth below under
"Securities Selected for the Trust" and "Schedule of Investments."

[The Dow Jones Industrial Average/sm/

The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to its
present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and of
American industry. The companies are major factors in their industries and their
stocks are widely held by individuals and institutional investors. Changes in
the components of the DJIA are made entirely by the editors of The Wall Street
Journal without consultation with the companies, the stock exchange or any
official agency. For the sake of continuity, changes are made rarely. However,
on March 17, 1997 four companies were added to the DJIA replacing Bethlehem
Steel Corporation, Texaco, Inc., Westinghouse Electric Corporation and Woolworth
Corporation. The companies added to the DJIA were Hewlett-Packard Co., Johnson &
Johnson, Travelers Group, Inc. and Wal-Mart Stores Inc. Most substitutions have
been the result of mergers, but from time to time, changes may be made to
achieve a better representation. The components of the DJIA may be changed at
any time for any reason. The following is a list of the companies which
currently comprise the DJIA.

AT&T Corporation Hewlett-Packard Co.
Allied Signal International Business Machines Corporation
Aluminum Company of America International Paper Company
American Express Company Johnson & Johnson
Boeing Company McDonald's Corporation
Caterpillar Inc. Merck & Company, Inc.
Chevron Corporation Minnesota Mining & Manufacturing Company
Coca-Cola Company J.P. Morgan & Company, Inc.
Walt Disney Company Philip Morris Companies, Inc.
E.I. du Pont de Nemours & Company Procter & Gamble Company
Eastman Kodak Company Sears, Roebuck & Company
Exxon Corporation Travelers Group, Inc.
General Electric Company Union Carbide Corporation
General Motors Corporation United Technologies Corporation
Goodyear Tire & Rubber Company Wal-Mart Stores, Inc.]

-6-
<PAGE>

Risk Factors

See "Risk Factors" in Part B of this Prospectus for an additional
discussion of potential risks.

Securities Selected for the Trust

AT&T Corporation

AT&T Corporation, headquartered in New York, New York, provides products,
services and systems for the movement and management of information. The Company
also provides voice, data and image telecommunications services, including
domestic and international long distance telecommunications services. In
addition, the company markets AT&T products, systems and services in the United
States and abroad.

Chevron Corporation

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

-7-
<PAGE>

E.I. du Pont de Nemours & Company

E.I du Pont de Nemours & Company, headquartered in Wilmington, Delaware,
explores for, develops and produces crude oil and natural gas; makes polymers,
elastomers, finishes and performance films; makes specialty fibers and
chemicals; produces agricultural products; and makes electronic materials and
medical products. The company participates in five principal business
segments--Petroleum Operations; Polymers; Fibers; Chemicals; and Diversified
Businesses.

Eastman Kodak Company

Eastman Kodak Company, headquartered in Rochester, New York, develops,
makes and sells consumer and commercial photographic imaging products. The
company's products include films, photographic papers and chemicals, cameras,
projectors, processing equipment, audiovisual equipment, copiers, microfilm
products, applications software, printers and other equipment.

Exxon Corporation

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

General Motors Corporation

[Description].

International Paper Company

Minnesota Mining and Manufacturing Company

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

J.P. Morgan & Company, Inc.

J.P. Morgan & Company, Inc., headquartered in New York, New York, is a
global range of advisory, financing, trading, investment and related
capabilities.

-8-
<PAGE>

Philip Morris Companies, Inc.

Distributions

Income and Capital Distributions

Investing in the Trust

Sales Charge

The maximum sales charge of ____% of the public offering price consists of
an initial sales charge equal to the difference between the maximum sales charge
of ___% and the maximum remaining deferred sales charge, initially $____ per
Unit, and any remaining deferred sales charge. Unitholders will be assessed a
deferred sales charge of $____ per Unit, payable on the last business day of
each month, over the period commencing _________, 1998 through __________, 1998.
Units purchased subsequent to the initial deferred sales charge payment will be
subject to the initial sales charge and the remaining deferred sales charge
payments not yet collected. Unitholders that purchase more than 5,000 Units are
entitled to reduced sales charges. In addition, certain classes of investors are
entitled to purchase Units at reduced sale charges. See "Public Offering Price"
in Part B of this Prospectus. Sales charges for larger single transactions
(including deferred sales charge) are as follows:

-9-
<PAGE>

Sales Charges

<TABLE>
<CAPTION>
Total Percent***
Initial Deferred Maximum of Net
Sales Sales Sales Amount
Number of Units* Charge** Charge Charge++ Invested
<S> <C> <C> <C> <C>
Less than 5,000........... % $ % %
5,000 to 9,999............ % $ % %
10,000 to 24,999.......... % $ % %
25,000 to 49,999.......... % $ % %
50,000 to 99,999.......... % $ % %
100,000 or more........... % $ % %
Wrap Accounts............. % $ % %
Rollover (per Unit)....... % $ % %
</TABLE>
____________________

** Based upon a $10.00 Public Offering Price. This will fluctuate based upon
the Public Offering Price of the Units at the time of purchase and the date
of purchase.

*** Percent of Net Amount Invested is based on the price as of the Initial Date
of Deposit. To the extent Units are priced differently, the Percent of Net
Amount Invested will be affected.

++ The Public Offering Price per Unit is rounded to the nearest cent and
accordingly the actual sales charge paid by an investor may be slightly
greater or less than the amount reflected.

Dealer Concessions

The Sponsor plans to allow a discount to dealer firms in connection with
the distribution of Units. The discounts, based on number of Units sold, are
provided below:

Dealer Concessions

$ Discount
Number of Units* per Unit
Less than 5,000.................. %
5,000 to 9,999...................
10,000 to 24,999.................
25,000 to 49,999.................
50,000 to 99,900.................
100,000 or more..................
Rollover.........................
Wrap Accounts....................

-10-
<PAGE>

____________________

Hypothetical Performance Information

The following table compares the actual performance of the S&P 500
Composite Stock Price Index (the "S&P 500") and the Dow Jones Industrial Average
(the "DJIA") with the hypothetical performance of approximately equal amounts
invested in the common stocks chosen by the Nuveen Dividend 10 Model (but not a
Trust) in each of the 16 years listed below, as of the business day prior to the
beginning of each year for the returns provided in the "1 Year" column ("One
Year Strategy Returns") below and as of the business day prior to the beginning
of every other year commencing December 31, 1981, for the returns provided in
the "2 Year" column ("Two Year Strategy Returns").

The returns shown herein are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
the Trust. The common stocks selected by the Nuveen Dividend 10 Model
underperformed the S&P 500 and/or the DJIA in certain years. Accordingly, there
can be no assurance that a Trust's portfolio will outperform the S&P 500 or the
DJIA over the life of a Trust or over consecutive rollover periods, if
available.

A holder of units in a Trust would not necessarily realize as high a total
return on an investment in stocks upon which the hypothetical returns are based
for the following reasons among others: the total return figures shown do not
reflect sales charges, commissions, Trust expenses or taxes; the Trust is
established at different times of the year; the Trust may not be fully invested
at all times or equally weighted in all stocks selected by the Nuveen Dividend
10 Model; past performance is not indicative of future results; and Securities
are often purchased or sold at prices different from the closing prices used in
buying and selling Units.

-11-
<PAGE>

Comparison of Total Return/(2)/
<TABLE>
<CAPTION>
Annualized Hypothetical
Nuveen Dividend 10
Model Returns/(1)/
----------------------------------
S&P 500 DJIA
Year Total Returns Total Returns
<S> <C> <C> <C>
1973........................ 4.01% % -10.55%
1974........................ -1.02% % -17.13%
1975........................ 56.10% % 47.10%
1976........................ 35.18% % 31.47%
1977........................ -1.95% % -11.77%
1978........................ 0.24% % 2.66%
1979........................ 12.99% % 10.52%
1980........................ 27.23% % 21.41%
1981........................ 7.51% % -3.40%
1982........................ 26.04% % 25.84%
1983........................ 38.75% % 25.68%
1984........................ 5.95% % 1.07%
1985........................ 29.43% % 32.83%
1986........................ 34.80% % 26.96%
1987........................ 6.07% % 6.00%
1988........................ 24.33% % 15.97%
1989........................ 26.46% % 31.74%
1990........................ -7.57% % -0.61%
1991........................ 34.84% % 23.99%
1992........................ 7.48% % 7.37%
1993........................ 27.26% % 16.74%
1994........................ 3.88% % 4.94%
1995........................ 34.92% % 36.47%
1996........................ 27.99% % 28.80%
1997........................ 21.69% % 24.93%
1998 thru 3/31.............. 9.17% % 11.73%
</TABLE>
____________________
(1) The Nuveen Dividend 10 Model common stocks were selected by applying the
Nuveen Dividend 10 Model on the business day prior to the beginning of each
year. The Nuveen Dividend 10 Model includes common stocks listed in the
DJIA and S&P 500.

(2) Total return represents the change in market price for the one-year period
plus dividends, divided by the initial price for a given year, for each
group of stocks. The total return for the S&P 500 assumes dividends are
reinvested as they are received. Total return does not take into
consideration any sales charges, commissions, expenses or taxes. From 1973
through 1997, the average annual total return for the Nuveen Dividend 10
Model was ____%, while the S&P 500 and the DJIA achieved an average annual
total returns of _____% and _____%, respectively. The average annual total
returns for the Dividend Strategy 10 for the one year, five year, ten year,
fifteen year, twenty year and twenty-five year periods ended December 31,
1997 were 19.50%, 20.70%, 17.26%, 18.22%, 16.75% and 16.23%, respectively.
These hypothetical results represent the past performance of Nuveen's
Dividend Strategy 10 model and not the actual Trust. Past performance does
not guarantee future results. Although the Trust seeks to achieve a better
performance than the S&P 500 and the DJIA, there can be no assurance that
the Trust will achieve a better performance over its life or over
consecutive rollover periods, if available.

-12-
<PAGE>

Suppose You Had Invested $10,000 on January 1, 1973?

The mountain chart appearing here shows the past performance of the DJIA as
$_______ and the Dividend Strategy 10 as $_______, both as of December 31, 1997.

The charts above represent hypothetical past performance of the Nuveen
Dividend 10 Model (but not the Trust), the S&P 500 and the DJIA from January
1, 1973 through December 31, 1997 and should not be considered indicative of
future results. The charts assume that all dividends are reinvested and does not
reflect sales charges, commission, expenses or taxes. The returns for the Nuveen
Dividend 10 Model reflect the adjustment of the securities included in the
Nuveen Dividend 10 Model every year in accordance with the Nuveen Dividend 10
Model, and they do not indicate the actual performance of any investment
product. There can be no assurance that the Trust will outperform the S&P 500 or
the DJIA over its life or over consecutive rollover periods, if available.

General Information

Optional Features

Redemptions

Letter of Intent (LOI)

Special Redemption, Liquidation and Investment in a New Trust

-13-
<PAGE>

the proceeds invested in a New Trust or a trust with a similar investment
strategy at a reduced sales charge, provided such New Trust or other similar
trust is offered and Units are available. Cash not invested in a New Trust or
other eligible trust will be distributed. (Unitholders electing to have their
proceeds reinvested shall be referred to herein as "Rollover Unitholders.")
Rollover Unitholders therefore will generally not receive a liquidation
distribution (other than cash not invested in a New Trust or other eligible
trust), but will receive Units in a New Trust or other eligible trust. On August
5, 1997, legislation (the "Act")was enacted that reduces the maximum stated
marginal tax rate for certain capital gains for investments held for more than
18 months to 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Generally, Rollover Unitholders would be subject to a maximum stated
marginal tax rate of 28% on long-term capital gains resulting from ownership of
Units. See "Tax Status" in Part B of this Prospectus. Potential investors should
consult their tax advisors regarding the potential effect of the Act on their
investment in Units. In addition, 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. See "Tax
Status" in Part B of this Prospectus. This exchange option may be modified,
terminated or suspended. See "Special Redemption, Liquidation and Investment in
a New Trust" in Part B of this Prospectus.

Reinvestment

Secondary Market for Units

Termination

-14-
<PAGE>

reasonable time after the Trust's termination. See "Distributions to
Unitholders" and "Other Information -- Termination of Indenture" in Part B of
this Prospectus.

The Sponsor

-15-
<PAGE>

Nuveen Dividend Strategy 10, May 1998
(Nuveen Unit Trusts, Series 14)
Schedule of Investments at the Initial Date of Deposit, May __, 1998

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of Current
of Name of Issuer of Securities Offering Value per Securities Dividend
Shares (Ticker Symbol)(1) Price Share to Trust(2) Yield(3)
<S> <C> <C> <C> <C> <C>
AT&T Corporation (T) % $ $ $
Chevron Corporation (CHV)
E.I. du Pont de Nemours & Company (DD)
Eastman Kodak Company (EK)
Exxon Corporation (XON)
General Motors Corporation (GM)
International Paper Company (IP)
Minnesota Mining & Manufacturing Company
(MMM)
J.P. Morgan & Company, Inc. (JPM)
Philip Morris Companies, Inc. (MO)
- ------ ------------ ------------ ------------
100%
====== ============ ============ ============

</TABLE>

____________________

(1) All Securities are represented by regular way contracts to purchase such
Securities for the performance of which an irrevocable letter of credit has
been deposited with the Trustee. The contracts to purchase the Securities
were entered into by the Sponsor on ____________, 1998.

(2) The cost of the Securities to the Trust represents the aggregate underlying
value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding the
initial Date of Deposit). The valuation of the Securities has been
determined by the Trustee. The aggregate underlying value of the Securities
on the Initial Date of Deposit was $_______. Cost and gain or (loss) to
Sponsor relating to the Securities sold to the Trust were $________ and
$________, respectively.

(3) Current Dividend Yield for each Security was calculated by annualizing the
last quarterly or semi-annual ordinary dividend declared on that Security
and dividing the result by that Security's closing sale price on the
business day prior to the Initial Date of Deposit.

-16-
<PAGE>

Nuveen Dividend Strategy 10, May 1998
(Nuveen Unit Trusts, Series 14)
Statement of Condition at the Initial Date of Deposit, May __, 1998
<TABLE>
<CAPTION>
<S> <C>
Trust Property
Investment in Equity Securities represented by purchase contracts/(1)(2)/............ $
Organizational and offering costs/(3)/............................................... _________
Total...................................................................... $________
=========

Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge/(4)/......................................................... $
Accrued organizational and offering costs/(3)/..................................... _________
Total...................................................................... $________
=========

Interest of Unitholders:
Unit of fractional undivided interest outstanding (_________)
Cost of investors/(5)/............................................................. $
Less: Gross underwriting commission/(6)/........................................ _________
Net amount applicable to investors................................................. $________
=========
Total...................................................................... $________
=========
</TABLE>
____________________

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

(2) An irrevocable letter of credit has been deposited with the Trustee as
collateral, which is sufficient to cover the monies necessary for the
purchase of the Securities pursuant to contracts for the purchase of such
Securities.

(3) The Trust (and therefore Unitholders) will bear all or a portion of its
estimated organizational and offering costs which will be deferred and
amortized over the first 18 months of the Trust. The estimated organization
and offering costs are based upon an estimate that 2,000,000 Units of the
Trust will be issued. To the extent the number of Units issued is larger or
smaller, the estimate will vary.

(4) Represents the amount of mandatory distributions from the Trust ($____ per
Unit), payable to the Sponsor in ten equal monthly installments of $____
per Unit beginning on ________, 1998, and on the last business day of each
month thereafter through ________, 1998.

(5) Aggregate Public Offering Price computed as set forth under "Public
Offering Price" in Part B of this Prospectus.

(6) The gross underwriting commission of 4.50% of the Public Offering Price
includes both an up-front and a deferred sales charge and 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.)

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders
of Nuveen Unit Trusts, Series 14:

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 Trusts,

-17-
<PAGE>

Series 14 (Nuveen Dividend Strategy 10, May 1998), as of May __, 1998. 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 Trusts, Series 14 (Nuveen Dividend
Strategy 10, May 1998), as of May __, 1998, in conformity with generally
accepted accounting principles.

Arthur Andersen LLP

Chicago, Illinois
May __, 1998.

-18-
<PAGE>

(This page has been left blank intentionally.)
<PAGE>

Nuveen Unit Trusts
Nuveen Equity Unit Trust Prospectus --
Part B
(General Terms)

May ___, 1998

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 accumulated dividends
accrued to the date of settlement. Minimum purchase--either $1,000 or 100 Units
($500 or nearest whole number of Units whose value is less than $500 for
Education IRA purchases), whichever is less.

This Nuveen Unit Trust Series consists of the underling separate unit
investment trusts set forth in the respective Part A to this Prospectus. Each
Trust initially consists of delivery statements relating to contracts to
purchase securities and, thereafter, will consist of a portfolio of common
stocks of companies described in the applicable Part A of the Prospectus (see
"Schedule of Investments" in Part A of the Prospectus). Except in specific
instances as noted in Part A of the Prospectus, the information contained in
this Part B shall apply to each Trust in its entirety. 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."

Dividend and Capital Distributions. Cash dividends received by the Trust
will be paid on those dates set forth under "Distributions" in Part A of the
Prospectus. Distributions of funds in the Capital Account, if any, will be made
as part of the final liquidation distribution, if applicable, and in certain
circumstances, earlier.

The Public Offering Price per Unit of each Trust during the initial
offering period is generally equal to a pro rata share of the aggregate
underlying value of the Securities in such Trust's portfolio (generally
determined by the closing sale prices of the listed Securities and the ask
prices of over-the-counter traded Securities) plus or minus cash, if any, in the
Income and Capital Accounts of the Trust, plus a sales charge as set forth in
Part A of the Prospectus and is rounded to the nearest cent. The Secondary
Market Public Offering Price per Unit for each Trust will generally be equal to
a pro rata share of the aggregate underlying value of the Securities in such
Trust (generally determined by the closing sale prices of the listed Securities
and the bid prices of over-the-counter traded Securities) plus the sales charges
as set forth in Part A of the Prospectus. A pro rata share of accumulated
dividends, if any, in the Income Account from the preceding Record Date to, but
not including, the settlement date (normally three business days after purchase)
is added to the
<PAGE>

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.

A Unitholder May Redeem Units at the office of the Trustee at prices based
upon the aggregate underlying value of the Securities (generally determined by
the closing sale prices of listed Securities and the bid prices of over-the-
counter traded 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, may make a secondary market for the
Units of the Trusts at prices based upon the aggregate underlying value of the
Securities in the respective Trusts (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities). Units subject to a deferred sales charge which are tendered for
redemption prior to such time as the entire deferred sales charge on such Units
has been collected will be assessed the amount of the applicable remaining
deferred sales charge at the time of redemption. (See "Market for Units.")

-2-
<PAGE>

Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Nuveen Unit Trusts................................................ 4
Composition of Trusts............................................. 5
Risk Factors...................................................... 6
Public Offering Price............................................. 8
Market for Units..................................................11
Evaluation of Securities at the Initial Date of Deposit...........12
Tax Status........................................................12
Retirement Plans..................................................18
Trust Operating Expenses..........................................18
Distributions to Unitholders......................................19
Accumulation Plan.................................................20
Reports to Unitholders............................................21
Unit Value and Evaluation.........................................21
Distributions of Units to the Public..............................22
Ownership and Transfer of Units...................................23
Replacement of Lost, Stolen or Destroyed Certificates.............24
Redemption........................................................24
Special Redemption, Liquidation and Investment in a New Trust.....27
Purchase of Units by the Sponsor..................................29
Removal of Securities from the Trusts.............................29
Information about the Trustee.....................................30
Limitations on Liabilities of Sponsor and Trustee.................30
Successor Trustees and Sponsors...................................31
Information about the Sponsor.....................................31
Other Information.................................................32
Legal Opinion.....................................................33
Auditors..........................................................33
Supplemental Information..........................................34
</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 common stocks of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocably letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves) (the "Securities").
See "Schedule of Investments" in Part A of this Prospectus, for a description of
the Securities deposited in Trust. See also, "Trust Strategies" and "Risk
Factors" in Part A of the Prospectus.

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 Securities deposited in 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 a Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities (or
contracts therefore backed by an irrevocable letter of credit or cash) or cash
(including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a result
of the deposit of additional Securities or cash 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, or cash with
instructions to purchase additional Securities, into a Trust following the
Initial Date of Deposit, provided that such additional deposits will be in
amounts which will maintain, within reasonable parameters, 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.
To the extent that any Units are redeemed by the Trustee or additional Units are
issued as a result of additional Securities or cash being deposited by the
Sponsor, the fractional undivided interest in a Trust represented

-4-
<PAGE>

by each unredeemed Unit will decrease or increase accordingly, although the
actual interest in such Trust represented by such fraction will remain
unchanged. If the Sponsor deposits cash, however, existing and new investors may
experience a dilution of their investment and a reduction in their anticipated
income because of fluctuations in the price of the Securities between the time
of the cash deposit and the purchase of the Securities and because the Trust
will pay the associated brokerage fees. To minimize this effect, the Trust will
try to purchase the Securities as close to the evaluation time or as close to
the evaluation price as possible. 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.

The Sponsor may realize a profit (or sustain a loss) as of the opening of
business on the Initial Date of Deposit resulting from the difference between
the purchase prices of the Securities and the cost of such Securities to the
Trust, which is based on the evaluation of the Securities as of the opening of
business on the Initial Date of Deposit. (See "Schedule of Investments" in Part
A of this Prospectus.) The Sponsor may also be considered to have realized a
profit or to have sustained a loss, as the case may be, in the amount of any
difference between the cost of the Securities to the Trust (which is based on
the Evaluator's determination of the aggregate offering price of the underlying
Securities of the Trust) on the subsequent date(s) of deposit and the cost of
such Securities to Nuveen, if applicable.

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 the Trust to create additional Units or in substitution for
Securities not delivered to a Trust.)

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
may not exceed the amount of funds reserved for the purchase of the Failed
Securities.

If the right of limited substitution described in the preceding paragraph
is not utilized to acquire Replacement Securities in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Securities to all Unitholders of the Trust and the Trustee will distribute the
principal attributable to such Failed Securities not more than 120 days after
the date on which the Trustee received a notice from the sponsor that a
Replacement Security would not be deposited in the Trust. In addition,
Unitholders should be aware that, at the time of receipt of such principal, they
may not be able to reinvest such proceeds in other securities with equivalent
growth potential at a comparable price.

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The indenture also authorizes the Sponsor to increase the size of the Trust
and the number of Units thereof by the deposit of additional Securities in the
Trust or cash (including a letter of credit) with instructions to purchase
additional Securities in the Trust and the issuance of a corresponding number of
additional Units. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a reduction in their
anticipated income because of fluctuations in the prices of the Securities
between the time of the cash deposit and the purchase of the Securities and
because the Trust will pay the associated brokerage fees.

Sale of Securities. Certain of the Securities may from time to time under
certain circumstances be sold. 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 any of 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.

Risk Factors

An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, including the risk that the
financial condition of the issuers of the Securities or the general conditions
of the common stock market may worsen and the value of the Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that are
generally subordinate to those of creditors of, or holders of debt obligations
or preferred stocks of, such issuers. Shareholders of common stocks of the type
held by the Trust have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. Common stocks do not
represent an obligation of the issuer and, therefore, do not offer any assurance
of income or provide the same degree of protection of capital as do debt
securities. The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends which could
adversely affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. The value of
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in the Trust may be

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expected to fluctuate over the life of the Trust to values higher or lower than
those prevailing on the Initial Date of Deposit.

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

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

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

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

Year 2000 Problem. Like other investment companies, financial and business
organizations and individuals around the world, the Trust could be adversely
affected if the computer systems used by the Sponsor or Trustee or other service
providers to the Trust do not properly process and calculate date-related
information and data from and after January 1, 2000. This is commonly known as
the "Year 2000 Problem." The Sponsor and Trustee are taking steps that they
believe are reasonably designed to address the Year 2000 Problem with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by the Trust's other service providers. At this
time, however, there can be no assurance that these steps will be sufficient to
avoid any adverse impact to the Trust.

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<PAGE>

The Year 2000 Problem is expected to impact corporations and other parties,
which may include issuers of the Securities contained in the Trust, to varying
degrees based upon various factors, including, but not limited to, their
industry sector and degree of technological sophistication. The Sponsor is
unable to predict what impact, if any, the Year 2000 Problem will have on
issuers of the Securities contained in the Trust.

Legislation. At any time after the Initial Date of Deposit, legislation may
be enacted, with respect to the Securities in the Trust or the issuers of the
Securities. Changing approaches to regulation, particularly with respect to the
environment, may have a negative impact on certain companies represented in the
Trust. There can be no assurance that future legislation, regulation or
deregulation will not have a material adverse effect on the Trust or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

Public Offering Price

The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in the Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust, plus an initial sales charge equal to the difference between the
Maximum Sales Charge as set forth in Part A of the Prospectus per Unit and the
maximum remaining deferred sales charge as set forth in Part A of the Prospectus
and is rounded to the nearest cent. For Units created on the Initial Date of
Deposit no sales charge will apply. Commencing on those dates set forth under
"Investing in the Trust -- Sales Charges" in Part A of this Prospectus, a
deferred sales charge in an amount described in Part A of the Prospectus will be
assessed per Unit per month. Units purchased subsequent to the initial deferred
sales charge payment will be subject to the initial sales charge and the
remaining deferred sales charge payments not yet collected. If so provided in
Part A of the Prospectus, Unitholders who elect to roll their Units into a new
series of the Trust or a trust with a similar investment strategy during the
Interim Special Redemption and Liquidation Period (as described under "Special
Redemption, Liquidation and Investment in a New Trust" in Part A of the
Prospectus) or Unitholders who sell or redeem their Units at or before the
Second Year Commencement Date (as defined in Part A of the Prospectus) will not
be assessed a deferred sales charge for the Second Year Deferred Period (as
defined in Part A of the Prospectus) and accordingly are only responsible for
the remaining deferred sales charges for the First Year Deferred Period (as
defined in Part A of the Prospectus). The deferred sales charges will be paid
from funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. A pro rata share of accumulated dividends, if any, in the Income
Account 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 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

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<PAGE>

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 the 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 amount 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
described 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 securities
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 determined by adding to the Trustee's determination of the aggregate
value of each Security in the Trust (generally determined by the closing sale
prices of listed Securities and the bid prices of over-the-counter traded
Securities) a sales charge as set forth in Part A of this Prospectus. See "Unit
Value and Evaluation." The secondary market sales charge is reduced with respect
to quantity purchases in such amounts set forth in Part A of this Prospectus.

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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 total value of the Securities deposited in the Trust during the
primary 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 ("Evaluation Time"). 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.

The graduated sales charges set forth in the table 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-law, 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). However, if Part A of the
Prospectus provides for a Second Year Deferral Sales Charge (as defined in
Part A of the Prospectus) such Unitholders that hold their Units after the
Second Year Commencement Date (as defined in Part A of the Prospectus) will be
subject to the Second Year Deferred Sales Charge as set forth in "Sales Charge"
in Part A of the Prospectus. Unitholders of other unit investment trusts having
a similar strategy as the Trust may utilize their termination proceeds to
purchase Units of the Trust, subject only to the deferred sales charge set forth
in Part A of this Prospectus. The dealer concession will be that applicable to
rollovers.

Units may be purchased with a reduced sales charge as described for "wrap
accounts" under "Sales Charge" in Part A of the 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

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<PAGE>

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"). 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.

During the initial offering period, unitholders of any Nuveen-sponsored
unit investment trust may utilize their redemption or termination proceeds to
purchase Units of a Trust with the sales charge applicable for "Rollovers" as
provided in Part A of the Prospectus.

Whether or not Units are being offered for sale, the Sponsor will determine
or cause to be determined 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.")

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 aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices of
over-the-counter traded Securities). Afterward, although it is not obligated to
do so, the Sponsor may maintain a secondary market for Units of each Trust at
its own expense and continuously to offer to purchase Units of each Trust at
prices, subject to change at any time, which are based upon the aggregate
underlying value of the Securities in a Trust (generally determined by the
closing sale prices of listed Securities and the bid prices of over-the-counter
traded Securities). Unitholders who wish to dispose of their Units should
inquire of the Trustee or their broker as to the current Redemption Price. Units
subject to a deferred sales charge which are sold or tendered for redemption
prior to such time as the entire deferred sales charge on such Units has been
collected will be assessed the amount of the remaining deferred sales charge at
the time of sale or redemption. However, if so provided in Part A of the
Prospectus, Unitholders who elect to roll their Units into a new series of the
Trust or a trust with a similar investment strategy during the Interim Special
Redemption and Liquidation Period or Unitholders who sell or redeem their Units
at or before the Second Year Commencement Date will not be assessed a deferred
sales charge for the Second Year Deferred Period and accordingly are only
responsible for the remaining deferred sales charges for the First Year Deferred
Period. (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 generally purchase Units from the broker or dealer
at the Redemption Price (as defined in "Redemption") 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.

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<PAGE>

In maintaining a market for the Units, the Sponsor will realize profits or
sustain losses in the amount of any difference between the price at which Units
are purchased and the price at which Units are resold or redeemed. The secondary
market Public Offering Price of Units may be greater or less than the cost of
such Units to the Sponsor.

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.")

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.

The amount by which the Trustee's determination of the aggregate value of
the Securities deposited in the Trusts was greater or less than the cost of such
Securities to the Sponsor was profit or loss to the Sponsor. (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

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

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

1. The Trust is not an association taxable as a corporation for
Federal income tax purposes; each Unitholder will be treated as the owner
of a pro rata portion of each of the assets of the Trust under the Code;
and the income of the Trust will be treated as income of the Unitholders
thereof under the Code. Each Unitholder

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will be considered to have received his pro rata portion of income derived
from each Trust asset when such income is considered to be received by the
Trust. A Unitholder will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such dividends
are considered to be received by the Trust regardless of whether such
dividends are used to pay a portion of the deferred sales charge.
Unitholders will be taxed in this manner regardless of whether
distributions from the Trust are actually received by the Unitholder or are
automatically reinvested.

2. Each Unitholder will have a taxable event when the Trust disposes
of a Security (whether by sale, taxable exchange, liquidation, redemption,
or otherwise) or upon the sale or redemption of Units by such Unitholder
(except to the extent an in-kind distribution of stock is received by such
Unitholder as described below). The price a Unitholder pays for his or her
Units, generally including sales charges, is allocated among his or her pro
rata portion of each Security held by the Trust (in proportion to the fair
market values thereof on the valuation date closest to the date the
Unitholder purchases his or her Units) in order to determine his or her tax
basis for his or her pro rata portion of each Security held by the Trust.
Unitholders should consult their own tax advisors with regard to the
calculation of basis. For Federal income tax purposes, a Unitholder's pro
rata portion of dividends, as defined by Section 316 of the Code, paid by a
corporation with respect to a Security held by the Trust is taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits." A Unitholder's pro rata portion of dividends paid
on such Security which exceeds such current and accumulated earnings and
profits will first reduce a Unitholder's tax basis in such Security, and to
the extent that such dividends exceed a Unitholder's tax basis in such
Security shall generally be treated as capital gain. In general, the
holding period for such capital gain will be determined by the period of
time a Unitholder has held his or her Units.

3. A Unitholder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital gain (except in the case of a dealer or a
financial institution). A Unitholder's portion of loss, if any, upon the
sale or redemption of Units or the disposition of Securities held by the
Trust will generally be considered a capital loss (except in the case of a
dealer or a financial institution) Unitholders should consult their tax
advisors regarding the recognition of such capital gains and losses for
Federal income tax purposes. In particular, a Rollover Unitholder should be
aware that a Rollover Unitholder's loss, if any, incurred in connection
with the exchange of Units for units in the next new series of the Trust
(the "New Trust"), (the Sponsor intends to create a separate New Trust in
conjunction with the termination of the Trust) will generally be disallowed
with respect to the disposition of any Securities pursuant to such exchange
to the extent that such Unitholder is considered the owner of substantially
identical securities under the wash sale provisions of the Code taking into
account such Unitholder's deemed ownership of the securities underlying the
Units in the New Trust in the manner described above, if such substantially
identical securities were acquired within a period beginning 30 days before
and ending 30 days after such

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<PAGE>

disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of gains and losses
for Federal income tax purposes.

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

Dividends Received Deduction. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above and are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
Unitholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility of dividends
for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under and during the period specified in Section 246(c) of
the Code). Final regulations have been issued which address special rules that
must be considered in determining whether the 46-day holding period requirement
is met. Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Unitholder loans certain stock (or Units) the financing of
which is directly attributable to indebtedness incurred by such corporation. It
should be noted that various legislative proposals that would affect the
dividends received deduction have been introduced. Unitholders should consult
with their tax advisers with respect to the limitations on and possible
modifications to the dividends received deduction.

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

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same

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extent as though the expense had been paid directly by him or her. 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. Unitholder's
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover Unitholders
may be subject to disallowance, as discussed above). For taxpayers other than
corporations, net capital gain (which is defined as net long-term capital gain
over net short-term capital loss for the taxable year) is subject to a maximum
marginal stated tax rate of either 28% or 20%, depending upon the holding
periods of the capital assets. Capital gain or loss is long-term if the holding
period for the asset is more than one year, and is short-term if the holding
period for the asset is one year or less. Generally, capital gains realized from
assets held for more than one year but not more than 18 months are taxed at a
maximum marginal stated tax rate of 28% and capital gains realized from assets
(with certain exclusions) held for more than 18 months are taxed at a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Further, capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income. Legislation is
currently pending that provides the appropriate methodology that should be
applied in netting the realized capital gains and losses. Such legislation is
proposed to be effective retroactively for tax years ending after May 6, 1997.
The date on which a Unit is acquired (i.e., the "trade date") is excluded for
purposes of determining the holding period of a Unit. 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.

In addition, please note that capital gains may be recharacterized 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.

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

The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as constructive
sales for purposes of recognition of gain (but not loss) and for purposes of
determining the holding period. Unitholders should consult their own tax
advisors with regard to any such constructive sales rules.

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Special Tax Consequences of In-Kind Distributions Upon Redemption of Units,
Termination of a Trust and Investment in a New Trust. As discussed in
"Redemption" and "Other information -- Termination of Indenture," under certain
circumstances a Unitholder who owns at least 2,500 Units of a Trust may request
an In-Kind Distribution upon the redemption of Units or the termination of such
Trust. The Unitholder requesting an In-Kind Distribution will be liable for
expenses related thereto (the "Distribution Expenses") and the amount of such
In-Kind Distribution will be reduced by the amount of the Distribution Expenses.
See "Distributions to Unitholders." As previously discussed, prior to the
redemption of Units or the termination of a Trust, a Unitholder is considered as
owning a pro rata portion of each of the Trust's assets for Federal income tax
purposes. The receipt of an In-Kind Distribution upon the redemption of Units or
the termination of a Trust will result in a Unitholder receiving an undivided
interest in whole shares of stock plus, possibly, cash.

The potential tax consequences that may occur under an In-Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to
Securities. A "Security" for this purpose is a particular class of stock issued
by a particular corporation. A Unitholder will not recognize gain or loss if a
Unitholder only receives Securities in exchange for his or her pro rata portion
in the Securities held by the Trust. However, if a Unitholder also receives cash
in exchange for a fractional share of a Security held by the Trust, such
Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his or her tax basis
in such fractional share of a Security held by the Trust.

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

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

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<PAGE>

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

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

General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust (other than those
that are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.

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

Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker for details on establishing such accounts. Units may
also be purchased by persons who already have self-directed plans established.
See "Retirement Plans."

The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
in the Trust that (a) is (i) for United States federal income tax purposes a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder"s conduct of a
United States trade or business. The term also includes

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certain former citizens of the United States whose income and gain on the Units
will be taxable.

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

Retirement Plans

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

Trust Operating Expenses

No annual advisory fee is charged to the Trusts by the Sponsor. Estimated
annual Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions payable by the
Trust in purchasing and selling Securities.

The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Expense Information" appearing in Part A of this
Prospectus. 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 Income and Capital 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.

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

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Trustee, and any other non-material out-of-pocket expenses, will be amortized
and paid by 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) and 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 Income and Capital Accounts.

Distributions to Unitholders

The Trustee will distribute any net income received with respect to any of
the Securities in a Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Date. See "Distributions"
in Part A of this Prospectus. Persons who purchase Units will commence receiving
distributions only after such person becomes a Record Owner. Notification to the
Trustee of the transfer of Units is the responsibility of the purchaser, but in
the normal course of business such notice is provided by the selling
broker/dealer. Proceeds received on the sale of any Securities in a Trust, to
the extent not used to meet redemptions of Units, pay the deferred sales charge
or pay expenses will, however, be distributed on the last day of each month if
the amount available for distribution equals at least $1.00 per 100 Units
("Capital Distribution Dates") to Unitholders of record on the fifteenth day of
each applicable month ("Capital Record Dates"). The Trustee is not required to
pay interest on funds held in the Capital Account of a Trust (but may itself
earn interest thereon and therefore benefit from the use of such funds). A
Unitholder's pro rata portion of the Capital Account, less expenses, will be
distributed as part of the final liquidation distribution.

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

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a Trust
if the Trustee has not been furnished the 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 under certain circumstances by contacting the Trustee,

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otherwise the amount may be recoverable only when filing a tax return. Under
normal circumstances the Trustee obtains the Unitholder's tax identification
number from the selling broker. However, a Unitholder should examine his or her
statements from the Trustee to make sure that the Trustee has been provided a
certified tax identification number in order to avoid this possible "back-up
withholding." In the event the Trustee has not been previously provided such
number, one should be provided as soon as possible.

Within a reasonable time after a Trust is terminated each Unitholder who is
not a Rollover Unitholder will, upon surrender of his Units for redemption,
receive (i) the pro rata share of the amounts realized upon the disposition of
Securities, unless he or she elects an In-Kind Distribution as described under
"Redemption" and (ii) a pro rata share of any other assets of such Trust, less
expenses of such Trust.

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

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

Distribution Reinvestment. Any Unitholder may elect to have each
distribution of income on his Units, other than the final liquidating
distribution in connection with the termination of a Trust or interim
liquidating distribution for Interim Rollover Unitholders, automatically
reinvested in additional Units of such Trust. Each person who purchases Units of
a Trust may elect to participate in the reinvestment option by notifying the
Trustee in writing of their election. Reinvestment may not be available in all
states. Notification to the Trustee must be received within 10 days prior to the
Record Date for such distributions. Each subsequent distribution of income
and/or capital, as selected by the Unitholder will be automatically applied by
the Trustee to purchase additional Units of a Trust. The remaining deferred
sales charge payments will be assessed on Units acquired pursuant to
reinvestment. It should be remembered that even if distributions are reinvested,
they are still treated as distributions for income tax purposes.

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 income and capital
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.

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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 capital only reinvestment to reinvestment of both
capital and income 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 income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case 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 (1) a summary of transactions in the Trust for such
year; (2) any Security sold during the year and the Securities held at the end
of such year by the Trust; (3) the redemption price per Unit based upon a
computation thereof on the 31st day of December of such year (or the last
business day prior thereto); and (4) amounts of income and capital distributed
during such year.

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

Unit Value and Evaluation

The value of the Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities not applied to the purchase of such Securities; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on the
basis of the aggregate underlying value of the Securities in the Trust next
computed; (3) dividends receivable on the Securities trading ex-dividend as of
the date of computation; (4) amounts representing organizational expenses paid
from the Trust less amounts representing accrued organizational expenses of the
Trust; and (5) all other assets of the Trust; and deducting therefrom:
(1) amounts representing any applicable taxes or governmental charges and
amounts due the Sponsor or Trustee for indemnification or extraordinary expenses
payable out of such Trust for which no deductions had been made for the purpose
of additions to the Reserve Account; (2) any amounts owing to the Trustee for
its advances; (3) an amount representing estimated accrued expenses of the
Trust, including, but not limited to, unpaid fees and expenses of the Trustee
(including legal fees) and the Sponsor; (4) cash held for distribution to
Unitholders of record of the Trust or for redemption of tendered Units as of the
business day prior to the evaluation being made; and
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(5) other liabilities incurred by the Trust. The result of such computation is
divided by the number of Units of such Trust outstanding as of the date thereof
and rounded to the nearest cent to determine the per Unit value ("Unit Value")
of such Trust. The Trustee may determine the aggregate value of the Securities
in the Trust in the following manner: if the Securities are listed on a
securities exchange of the NASDAQ National Market System, this evaluation is
generally based on the closing sale price on that exchange or that system
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange or system, at
the closing bid prices. If the Securities are not so listed or, if so listed and
the principal market therefor is other than on a securities exchange, the
evaluation shall generally be based on the current bid prices on the over-the-
counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is generally
determined (a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Securities on the bid side of the market or
(c) by any combination of the above.

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 tune 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 $1,000 or 100 Units ($500 or nearest
whole number of Units whose value is less than $500 for Education IRA
purchases), whichever is less. 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 distribution of Units. The amounts of such discounts are set forth in
Part A of this Prospectus.

The Sponsor may maintain a secondary market for Units of each Trust. See
"Market for Units."

The Sponsor reserves the right to change the amount of the dealer
concessions set forth in Part A of this Prospectus from time to time.

For Units purchased during the initial offering period by Unitholders who
utilize redemption or termination proceeds from other Nuveen-sponsored unit
investment trusts and receive the sales charge applicable for "Rollovers" as
described in Part A of the Prospectus, dealers are entitled to receive the
concession applicable for "Rollovers" as provided in Part A of the Prospectus.

At the discretion of the Sponsor, volume incentives can be earned as a
marketing allowance by dealer firms who reach cumulative firm sales or sales
arrangement levels of a specified number of Units of an individual Trust during
the primary offering period as set forth in the table below. For firms that meet
the necessary volume level for a Trust, volume

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incentives may be given on all trades involving that Trust originated from or by
that firm during the primary offering period.

Primary Market Volume Incentives

<TABLE>
<CAPTION>
Per Trust Sales Level During Volume Incentive
the Primary Offering Period Per Unit
<S> <C>
500,000 but less than 1,000,000 Units $0.005
1,000,000 but less than 2,000,000 Units $0.010
2,000,000 Units or more $0.020
</TABLE>

Only sales through the Sponsor qualifying for volume incentives and for
meeting minimum requirements. The Sponsor reserves the right to modify or change
the volume incentive schedule at any time and make the determination as to which
firms qualify for the marketing allowance and the amount paid.

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.

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

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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.

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 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

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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 ("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. Units subject to a deferred sales charge
which are tendered for redemption prior to such time as the entire deferred
sales charge on such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of redemption. However, if so
provided in Part A of the Prospectus, Unitholders who elect to roll their Units
into a new series of the Trust or a trust with a similar investment strategy
during the Interim Special Redemption and Liquidation Period or Unitholders who
sell or redeem their Units at or before the Second Year Commencement Date will
not be assessed a deferred sales charge for the Second Year Deferred Period and
accordingly are only responsible for the remaining deferred sales charges for
the First Year Deferred Period. In addition, in the event of the death of a
Unitholder within the one-year period prior to redemption, any deferred sales
charge remaining at the time of redemption shall be waived. 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.

Any Unitholder tendering 2,500 Units or more for redemption may request by
written notice submitted at the time of tender from the Trustee, in lieu of a
cash redemption,

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

Under regulations issued by the Internal Revenue Service, the Trustee may
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. For further
information regarding this withholding, see "Distributions to Unitholders." In
the event the Trustee has not been previously provided such number, one must be
provided at the time redemption is requested.

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

The Trustee is empowered to sell Securities of the Trusts in order to make
funds available for redemption. To the extent that Securities are sold, the size
and diversity of the 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 per Unit during the secondary market will be
determined on the basis of the aggregate underlying value of the Securities in a
Trust plus or minus cash, if any, in the Income and Capital Accounts of such
Trust. The Redemption Price per Unit is equal to the pro rata share of each Unit
determined by the Trustee by adding: (1) the cash on hand in the Trust other
than cash deposited in the Trust to purchase Securities not applied to the
purchase of such Securities; (2) the aggregate underlying value of the
Securities held in such Trust, as determined by the Trustee on the basis of the
evaluation next computed; and (3) dividends receivable on the Securities trading
ex-dividend as of the date of computation; and deducting therefrom: (1) amounts
representing any applicable taxes or governmental charges payable out of such
Trust; (2) any amounts owing to the Trustee for its advances; (3) an amount
representing estimated accrued expenses of such Trust, including but not limited
to fees and expenses of the Trustee (including legal fees), and supervisory
fees, if any; (4) cash held for distribution to Unitholders of record of such
Trust or for redemption of tendered Units as of the business day prior to the
evaluation

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<PAGE>

being made; and (5) other liabilities incurred by such Trust; and finally
dividing the results of such computation by the number of Units of such Trust
outstanding as of the date thereof. The redemption price per Unit will be
assessed the amount, if any, of the remaining deferred sales charge at the time
of redemption.

The aggregate value of the Securities for purposes of the Redemption Price
during the secondary market and the Secondary Market Public Offering Price will
be determined in the following manner: if the Securities are listed on a
securities exchange or the NASDAQ National Market System, this evaluation is
generally based on the closing sale prices on that exchange or that system
(unless it is determined that these prices are inappropriate as a basis for
valuation) or, if there is no closing sale price on that exchange or system, at
the closing bid prices. If the Securities are not so listed or, if so listed and
the principal market therefor is other than on a securities exchange, the
evaluation shall generally be based on the current bid prices on the over-the-
counter market (unless these prices are inappropriate as a basis for
evaluation). If current bid prices are unavailable, the evaluation is generally
determined (a) on the basis of current bid prices for comparable securities,
(b) by appraising the value of the Securities on the bid side of the market or
(c) by any combination of the above.

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

Special Redemption, Liquidation and Investment in a New Trust

It is expected that a special redemption and liquidation will be made of
all Units of a Trust held by any Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee in writing that he or she desires to
participate as a Rollover Unitholder by the appropriate Rollover Notification
Date specified in the "Essential Information" appearing in Part A of this
Prospectus.

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

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<PAGE>

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

The Rollover Unitholders' proceeds will be invested in a New Trust or a
trust with a similar investment strategy (as selected by the Unitholder), if
then registered and being offered. The proceeds of redemption will be used to
buy New Trust units as the proceeds become available. Any Rollover Unitholder
may thus be redeemed out of a Trust and become a holder of an entirely different
trust, a New Trust, with a different portfolio of Securities. In accordance with
the Rollover Unitholders' offer to purchase the New Trust units, the proceeds of
the sales (and any other cash distributed upon redemption) will be invested in a
New Trust, at the public offering price, including the applicable maximum sales
charge per Unit for "Rollovers" as specified in Part A of the Prospectus.

The Sponsor intends to create the New Trust units as quickly as possible,
depending upon the availability and reasonably favorable prices of the
Securities included in a New Trust portfolio, and it is intended that Rollover
Unitholders will be given first priority to purchase the New Trust units. The
Sponsor may also permit Rollover Unitholders to elect to have their proceeds
invested in a trust with a similar investment strategy, if such trust is then
registered in the Unitholder's state of residence and being offered. There can
be no assurance, however, as to the exact timing of the creation of the New
Trust units or the aggregate number of New Trust units which the Sponsor will
create. The Sponsor may, in its sole discretion, stop creating new units
(whether permanently or temporarily) at any time it chooses, regardless of
whether all proceeds of the Special Redemption and Liquidation have been
invested on behalf of Rollover Unitholders. Cash which has not been invested on
behalf of the Rollover Unitholders in New Trust units will be distributed within
a reasonable time after such occurrence. However, since the Sponsor can create
units, the Sponsor anticipates that sufficient units can be created, although a
New Trust may not be fully invested on the next business day.

The process of redemption, liquidation, and investment in a New Trust is
intended to allow for the fact that the portfolios selected by the Sponsor are
chosen on the basis of growth potential only for the life of the Trust, at which
point a new portfolio is chosen. A similar process of redemption, liquidation
and investment in a New Trust may be available prior to the Mandatory
Termination Date of the Trust.

It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Liquidation but, in certain
circumstances, will not be entitled to a deduction for certain capital losses
and, due to the procedures for investing in a New Trust, no cash would be
distributed at that time to pay any taxes. Included in the cash for the
applicable Special Redemption and Liquidation may be an amount of cash
attributable to a Unitholder's final distribution of dividend income;
accordingly, Rollover Unitholders also will not have cash from this source
distributed to pay any taxes. See "Tax Status." On

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<PAGE>

August 5, 1997, legislation (the "Act") was enacted that reduces the maximum
stated marginal tax rate for certain capital gains for investments held for more
than 18 months to 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Potential investors should consult their tax advisors regarding the
potential effect of the Act on their investment in Units. In addition, 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.

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

Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will not
realize capital gains or losses due to the Special Redemption and Liquidation,
and will not be charged any additional sales charge.

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the New Trusts or any subsequent series of the Trusts, without penalty
or incurring liability to any Unitholder. If the Sponsor so decides, the Sponsor
shall notify the Unitholders before the appropriate Special Redemption and
Liquidation Period. All Unitholders will then be remaining Unitholders, with
rights to ordinary redemption as before. (See "Redemption.") The Sponsor may
modify the terms of the New Trusts or and subsequent series of the Trusts. The
Sponsor may also modify, suspend or terminate the Rollover Option upon notice to
the Unitholders of such amendment at least 60 days prior to the effective date
of such amendment.

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

The portfolio of the Trust is not "managed" by the Sponsor or the Trustee;
their activities described herein are governed solely by the provisions of the
Indenture. The Indenture provides that the Sponsor may (but need not) direct the
Trustee to dispose of a

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<PAGE>

Security in the event that an issuer defaults in the payment of a dividend that
has been declared, that any action or proceeding has been instituted restraining
the payment of dividends or there exists any legal question or impediment
affecting such Security, that the issuer of the Security has breached a covenant
which would affect the payments of dividends, the credit standing of the issuer
or otherwise impair the sound investment character of the Security, that the
issuer has defaulted on the payment on any other of its outstanding obligations,
that the price of the Security declined to such an extent or other such credit
factors exist so that in the opinion of the Sponsor, the retention of such
Securities would be detrimental to a Trust. Except as stated under "Composition
of Trusts" for Failed Securities, the acquisition by a Trust of any securities
or other property other than the Securities is prohibited. Pursuant to the
Indenture and with limited exceptions, the Trustee may sell any securities or
other property acquired in exchange for Securities such as those acquired in
connection with a merger or other transaction. If offered such new or exchanged
securities or properties, the Trustee shall reject the offer. However, in the
event such securities or property are nonetheless acquired by a Trust, they may
be accepted for deposit in a Trust and either sold by the Trustee or held in a
Trust pursuant to the direction of the Sponsor. Proceeds from the sale of
Securities by the Trustee are credited to the Capital Account of a Trust for
distribution to Unitholders or to meet redemptions.

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

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

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

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<PAGE>

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.

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

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<PAGE>

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 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 offices located in Chicago (333 West Wacker
Drive). Nuveen maintains eight 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
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 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, without the consent of
100% of the Unitholders, 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 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 requiring the consent of Unitholders, or upon request of the Sponsor,
promptly after execution thereof

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<PAGE>

Termination of Indenture

The Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66-2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated by the Trustee when the value of such Trust, as
shown by any evaluation, is less than 20% of the total value of the Securities
deposited in the Trust as of the conclusion of the primary offering period and
may 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. The sale of Securities from the Trust 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 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 Security held thereunder, but in no event shall it
continue beyond the Mandatory Termination Date set forth under "Essential
Information" in Part A of this Prospectus.

Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Trust. The Sponsor will determine
the manner, timing and execution of the sale of the Securities. Written notice
of any termination of a Trust specifying the time or times at which Unitholders
may surrender their certificates for cancellation shall be given by the Trustee
to each Unitholder at his address appearing on the registration books of such
Trust maintained by the Trustee. Unitholders not electing a distribution of
shares of Securities will receive a cash distribution from the sale of the
remaining Securities within a reasonable time after the Trust is terminated.
Regardless of the distribution involved, the Trustee will deduct from the funds
of a Trust any accrued costs, expenses, advances or indemnities provided by the
Indenture, including estimated compensation of the Trustee and costs of
liquidation and amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. Trustee will then distribute to
each Unitholder his pro rata share of the balance of the Income and Capital
Accounts.

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 with respect to the Series.

Auditors

The "Statement of Condition" and "Schedule of Investment" 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

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<PAGE>

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 this 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.

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(This page has been left blank intentionally.)

<PAGE>

Nuveen Unit Trusts

Nuveen Equity Unit Trust
Prospectus -- Part B

May __, 1998
<TABLE>
<CAPTION>
<S> <C>
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 Sponsor Chapman and Cutler
111 West Monroe Street
Chicago, IL 60603

Independent Public Accountants for the Trust Arthur Andersen LLP
33 West Monroe Street
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.

When Units of the Trusts are no longer available, or for investors who will
reinvest into subsequent series of the Trusts, this Prospectus may be used as a
preliminary prospectus for a future series; in which case investors should note
the following:

Information contained herein is subject to amendment. A registration
statement relating to securities of a future series has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective.

The Prospectus shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.

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 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.

<PAGE>

NUVEEN UNIT TRUSTS
NUVEEN DIVIDEND STRATEGY PORTFOLIO PROSPECTUS
MAY __, 1998
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT

NUVEEN UNIT TRUSTS, SERIES 14

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 __, 1998. Capitalized terms have
been defined in the Prospectus.
<PAGE>

TABLE OF CONTENTS

Accumulation Plan

Information About the Sponsor

<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 capital
distributions or capital 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) 321-7227. 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 Insurer 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

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<PAGE>

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

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
Nuveen Rittenhouse Growth Fund

Money Market Funds

Nuveen California Tax-Free Money Market Fund
Nuveen Massachusetts Tax-Free Money Market Fund

-4-
<PAGE>

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 elect 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 dividend distributions or as a result of reinvestment of
Accumulation Fund dividends. Any distribution of capital 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.

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 capital only reinvestment to reinvestment of both
capital and dividends 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

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 consistent, attractive returns with moderated risk. Successful
value investing begins with in-depth

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<PAGE>

research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
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.

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 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

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<PAGE>

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 8 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.

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<PAGE>

-8-
<PAGE>

STATEMENT OF DIFFERENCES BETWEEN ELECTRONIC FILING AND PRINTED DOCUMENT.

Pursuant to Rule 499(c) (7) under the Securities Act of 1933, Registrant
hereby identifies those differences in the foregoing document between the
electronic format in which it is filed and the printed form in which it will be
circulated:

(1) The printed and distributed prospectus may be paged differently because
the printed document may contain a different amount of information on each page
from that contained in the electronic transmission.

(2) In the printed document, footnote symbols may include a "dagger" or
multiple "dagger". The "dagger" symbol is represented as # in the electronic
document.

(3) The printed and distributed prospectus will not contain the preliminary
prospectus legend included at the beginning of the first prospectus page.
<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

Reliance Insurance Company
B 262 6895 $26,000,000

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

The facing sheet

The Prospectus

The signatures

Consents of Counsel

The following exhibits:

1.1(a) Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trusts,
Series 4 and certain subsequent series, effective May 29, 1997 between
John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 333-25225] filed on behalf of Nuveen Unit Trusts,
Series 4).

1.1(b) Trust Indenture and Agreement (to be supplied by amendment).

1.2* Copy of Certificate of Incorporation, as amended, of John Nuveen & Co.
Incorporated, Depositor.

1.3** Copy of amendment of Certificate of Incorporation changing name of
Depositor to John Nuveen & Co. Incorporated.

2.1 Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and
incorporated herein by reference).

3.1 Opinion of counsel as to legality of securities being registered (to be
supplied by amendment).

- ------------------
/*/ Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 16.

/**/ Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on
behalf of Nuveen Tax-Free Unit Trust, Series 37.

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<PAGE>

3.2 Opinion of counsel as to Federal income tax status of securities being
registered (to be supplied by amendment).

3.3 Opinion of counsel as to New York income tax status of securities being
registered (to be supplied by amendment).

3.4 Opinion of counsel as to advancement of funds by Trustee (to be supplied
by amendment).

4.2 Consent of The Chase Manhattan Bank (to be supplied by amendment).

4.4 Consent of Arthur Andersen LLP (to be supplied by amendment).

6.1 List of Directors and Officers of Depositor and other related information
(incorporated by reference to Exhibit E to Form N-8B-2 [File No. 811-
08103] filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).

C. Explanatory Note

This Registration Statement may contain 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.

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-2
<PAGE>

Signatures
----------

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 14 has duly caused this 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 5th day of May, 1998.

NUVEEN UNIT TRUSTS, SERIES 14
(Registrant)

By JOHN NUVEEN & CO. INCORPORATED
(Depositor)

By /s/ H. William Stabenow
-----------------------------------------
Vice President

Attest /s/ Karen L. Healy
--------------------------------------------
Assistant Secretary

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<PAGE>

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

Signature Title* Date
- ---------------------------- ------- ------------------
<S> <C> <C>

Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
)
Anthony T. Dean President, Chief Operating )
Officer and Director )
)
) /s/Larry W. Martin
John P. Amboian Chief Financial Officer and ) Larry W. Martin
Executive Vice President ) May 4, 1989
) Attorney-in-Fact**
)
O. Walter Renfftlen Vice President and ) May 5, 1998
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).

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<PAGE>

Consent of Independent Public Accountants

The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Registration Statement will be
filed 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 will be contained in its opinions to be
filed as Exhibits 3.1 and 3.2 to the Registration Statement.

Consent of The Chase Manhattan Bank

The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in this Registration Statement will be filed 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 this Registration Statement will be filed as Exhibit 3.3
to the Registration Statement.

S-5