EQUITY INVESTOR FUND SEL SER S&P INTRN VAL PRT 1998 SER B DE, 487, 1998-08-10

EQUITY INVESTOR FUND SEL SER S&P INTRN VAL PRT 1998 SER B DE
487, 1998-08-10

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1998
REGISTRATION NO. 333-55787

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

EQUITY INVESTOR FUND SELECT SERIES
STANDARD & POOR'S INTRINSIC VALUE PORTFOLIO 1998 SERIES B
DEFINED ASSET FUNDS

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

MERRILL LYNCH, PIERCE,
FENNER &
SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051 DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048

SMITH BARNEY INC.
388 GREENWICH STREET
23RD FLOOR
NEW YORK, NY 10013 PAINEWEBBER INCORPORATED
1285 AVENUE OF THE
AMERICAS
NEW YORK, NY 10019

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 DOUGLAS LOWE, ESQ.
DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048
LAURIE A. HESSLEIN COPIES TO: ROBERT E. HOLLEY
388 GREENWICH STREET PIERRE DE SAINT PHALLE, 1285 AVENUE OF THE
NEW YORK, N.Y. 10013 ESQ. AMERICAS
450 LEXINGTON AVENUE NEW YORK, NY 10019
NEW YORK, NY 10017

E. TITLE OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.

/ x / Check box if it is proposed that this registration statement will become
effective upon filing on August 10, 1998 pursuant to Rule 487.

EQUITY INVESTOR FUND The objective of this Defined Fund is capital
SELECT SERIES appreciation by investing for a period of about
STANDARD & POOR'S one year in a portfolio of common stocks believed
INTRINSIC VALUE to have attractive potential for growth. These
PORTFOLIO stocks were selected through the application of a

1998 SERIES B quantitative Model developed by Standard & Poor's,

(A UNIT INVESTMENT a Division of The McGraw-Hill Companies, Inc.
TRUST) There can be no assurance that the Portfolio will
- ------------------------------achieve its objective. Current dividend income is
not an objective of the Portfolio.
The Portfolio holds growth stocks that may be
subject to above-average price volatility, and is
concentrated in technology stocks. The Portfolio
is not an appropriate investment for investors
seeking either preservation of capital or current
dividend income.
The value of units will fluctuate with the value
of the common stocks in the Portfolio and no
assurance can be given that the underlying common
stocks or the units will appreciate in value.
Minimum purchase: $250.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
SPONSORS: OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Merrill Lynch, CONTRARY IS A CRIMINAL OFFENSE.

Pierce, Fenner & Smith Inquiries should be directed to the Trustee at
Incorporated 1-800-221-7771.
Smith Barney Inc. Prospectus dated August 10, 1998.

PaineWebber Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
- --------------------------------------------------------------------------------
Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
o Municipal bond portfolios
o Corporate bond portfolios
o Government bond portfolios
o Equity portfolios
o International bond and equity portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defined Select Standard & Poor's
Intrinsic Value Portfolio
- ----------------------------------------------------------------

The Portfolio contains 39 common stocks selected through the application of a
quantitative Model developed by Standard & Poor's, designed to identify stocks
with a strong potential for capital appreciation. This Intrinsic Value Series
permits investors to buy and hold the Portfolio for approximately one year. At
the end of the year, the Portfolio will be liquidated and the Model reapplied to
select a new portfolio. Each Intrinsic Value Portfolio is designed to be part of
a longer term strategy and the Sponsors believe that more consistent results are
likely if the strategy is followed for at least three to five years.

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

The Stocks included in the Portfolio were selected for their potential for
growth from Standard & Poor's Compustat database of over 10,156 common stocks.
As Portfolio Consultant, Standard & Poor's applied its Model, which currently
identifies stocks with the following characteristics, among others, as of July
23, 1998:
(i) free cash flow exceeding $20 million for the most recent fiscal year for
which data are available;
(ii) net profit margin exceeding 15%;
(iii) return on equity exceeding 15% for the most recent four quarters and each
of the last three fiscal years for which data are available;

(iv) issuer's growth in market capitalization exceeding growth in retained
earnings over the last five years; and
(v) current stock price at a discount to its current value as calculated by
Standard & Poor's.
The Agent for the Sponsors then reviewed the identified stocks for market
capitalization, liquidity, marketing and other factors, and made a final
selection of the Portfolio. (See Portfolio Description in Part B.) Because there
is no active management of the Portfolio, the Sponsors anticipate that the
Portfolio will remain unchanged over its one-year life despite adverse
developments concerning an issuer, an industry or the economy or stock market
generally.
- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------
Based upon the principal business of each issuer and current market values, the
following industries are represented in the Portfolio:

APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Technology: 26%
Electronic Components (18%)
Memory Devices (3%)
Networking Products (3%)
Software (2%)
/ / Financial Services 15%
/ / Insurance 10%
/ / Medical/Healthcare 10%
/ / Airlines 5%
/ / Telecommunication 5%
/ / Broadcast Services 3%
/ / Collectibles - Gifts 3%
/ / Industrial Automation/Robotics 3%
/ / Medical - Drugs 3%
/ / Metal Processors 3%
/ / Multimedia 3%
/ / Printers & Related Products 3%
/ / Auto Manufacturing 2%
/ / Building Products 2%
/ / Cosmetics & Toiletries 2%
/ / Publishing - Newspapers 2%
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
The Portfolio is 'concentrated' in technology stocks (26% of the Portfolio).
Three issuers are foreign issuers. (See Risk Factors in Part B.)

A-2
<PAGE>
There can be no assurance that the Portfolio will meet its objectives over its
one-year life or that portfolios selected through re-application of the Model
during consecutive one-year periods will meet their objectives. Current dividend
income is not a criterion for the selection of stocks for the
Portfolio. The Portfolio may not reflect any investment recommendations of any
of the Sponsors or the Portfolio Consultant, and one or more of the stocks in
the Portfolio may, from time to time, be subject to sell recommendations from
one or more of the Sponsors or the Portfolio Consultant. The Portfolio is not
designed to be a complete equity investment program.
Unit price fluctuates with the value of the Portfolio, and the value of the
Portfolio could be affected by changes in the financial condition of the
issuers, changes in the various industries represented in the Portfolio,
movements in stock prices generally, the impact of the Sponsors' purchase and
sale of the securities (especially during the primary offering period of units
and during the rollover period) and other factors. Additionally, equity markets
have been at historically high levels and no assurance can be given that these
levels will continue. Therefore, there is no guarantee that the objective of the
Portfolio will be achieved.
Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not require the
sale of securities from the Portfolio. Although the Sponsors may instruct the
Trustee to sell securities under certain limited circumstances, given the
investment philosophy of the Portfolio, the Sponsors are not likely to do so.
The Portfolio generally will continue to purchase or hold securities originally
selected even though the assessment of their growth potential may change and
even if the securities would no longer qualify for selection were the Model to
be applied on a later date.
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00
The Public Offering Price as of August 7, 1998, the business day prior to the
initial date of deposit is based on the aggregate value of the underlying
securities ($475,744.11) and any cash held to purchase securities, divided by
the number of units outstanding (480,549) times 1,000, plus the initial sales
charge. The Public Offering Price includes the estimated organization costs of
$2.66 per 1,000 Units. Units offered on the Initial Date of Deposit will also be
priced at $1,000 per 1,000 Units although the aggregate value of the underlying
securities, cash amount and number of Units may vary. The Public Offering Price
on any subsequent date will vary. The underlying securities are valued by the
Trustee on the basis of their closing sale prices at 4:00 p.m. Eastern time on
every business day.
SALES CHARGES
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of the Portfolio on December 1 and December 15, 1998 and thereafter on the
1st of each month through August 1, 1999.
ROLLOVER OPTION
When this Intrinsic Value Portfolio is about to terminate, you may have the
option to roll your proceeds into the next Intrinsic Value Portfolio at a
reduced sales charge. If you notify your financial professional by August 13,
1999, your units will be redeemed and your proceeds will be reinvested in units
of the next Portfolio. If you decide not to roll over your proceeds, you will
receive a cash distribution after the Fund terminates. Of course you can sell or
redeem your Units at any time prior to termination.
SEMI-ANNUAL DISTRIBUTIONS
You will receive distributions of any dividend income, net of expenses, on the
25th of December 1998 and June 1999, if you own units on the 10th of those
months.

REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of the Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment.
TAXES
In the opinion of counsel, you will be considered to have received all the
dividends paid on your pro rata portion of each security in the Portfolio when
those dividends are received by the Portfolio, even though a portion of the
dividend payments may be used to pay expenses of the Portfolio and regardless of
whether you reinvest your dividends in the Portfolio. (See Taxes in Part B.)

TAX BASIS REPORTING

The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge and, after the initial offering period, the charge
for organization expenses. In addition, the annual statement and the relevant
tax reporting forms you receive at year-end will be based upon the amount paid
to you (net of the deferred sales charge and the charge for organization
expenses). Accordingly, you should not increase your basis in your units by the
deferred sales charge and the charge for organization expenses.
TERMINATION DATE
The Portfolio will terminate by September 10, 1999. The final distribution will
be made within a reasonable time afterward. The Portfolio may be terminated
earlier if its value is less than 40% of the value of the securities when
deposited.
SPONSORS' PROFIT OR LOSS
The Sponsors' profit or loss from the Portfolio will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units, a loss of $466.89 on the initial deposit of the
securities and a gain or loss on subsequent deposits of securities (see
Sponsors' and Underwriters' Profits in Part B).

A-3
<PAGE>
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGE
First-time investors pay a maximum sales charge of 2.75% of the offering price,
of which $17.50 per 1,000 units is deferred. For example, on a $1,000
investment, 2.75% less $17.50 (or about 1%) is deducted when they buy and the
remaining $990 is invested in the Strategy Stocks. The initial sales charge is
reduced on purchases of $50,000 or more, as described in Part B. In addition, a
deferred sales charge of $1.75 per 1,000 units will be deducted from the
Portfolio's net asset value in ten installments ($17.50 total). This deferred
method of payment keeps more of your money invested over a longer period of
time. If you roll the proceeds of your investment into a new portfolio, you will
not be subject to the 1% initial charge, just the $17.50 deferred fee. Although
this is a unit investment trust rather than a mutual fund, the following
information is presented to permit a comparison of fees and an understanding of
the direct or indirect costs and expenses that you pay.

As a %
of Initial
Public Amount per
Offering Price 1,000 Units
--------------- --------------
Initial Sales Charge 1.000% $ 10.00
Deferred Sales Charge per Year 1.750% 17.50
--------------- --------------
Maximum Sales Charge 2.750% $ 27.50
--------------- --------------
--------------- --------------
Maximum Sales Charge on
Reinvested Dividends 1.40% $ 14.00

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a % Amount per
of Net Assets 1,000 Units
----------------- --------------
Trustee's Fee .091% $ 0.90
Portfolio Supervision,
Bookkeeping and Administrative
Fees .046% $ 0.45
Other Operating Expenses .043% $ 0.43
----------------- --------------
TOTAL .180% $ 1.78

These estimates do not include the costs of purchasing and selling the
underlying Strategy Stocks.
ORGANIZATION COSTS
Investors will bear all or a portion of the expenses incurred in organizing the
Portfolio--including costs of preparing the registration statement, the trust
indenture and other closing documents, registering units with the SEC and the
states, and the initial audit of the Portfolio--as is common for mutual funds.
Estimated organization costs shown below are included in the public offering
price and will be deducted from the assets of the Portfolio as of the close of
the initial offering period.

Amount per
1,000 Units
---------------
Estimated Organization Costs $ 2.66

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

1 Year 3 Years 5 Years 10 Years
$32 $79 $128 $262

Although the Portfolio has a term of only one year and is a unit investment
trust rather than a mutual fund, this information is presented to permit a
comparison of fees, assuming the principal amount and distributions are rolled
over each year into a new portfolio subject only to the deferred sales charge
and fund expenses.
The example assumes reinvestment of any dividends and distributions and uses a
5% annual rate of return as mandated by SEC regulations applicable to mutual
funds. For purposes of the example, the deferred sales charge imposed on
reinvestment of dividends is not reflected until the year following payment of
the dividend; the cumulative expenses would be higher if sales charges on
reinvested dividends were reflected in the year of reinvestment.
Reductions to the repurchase and cash redemption prices in the secondary market
to recoup the costs of liquidating securities to meet redemption (described
below) have not been reflected. The example should not be considered a
representation of past or future expenses or annual rates of return; the actual
expenses and annual rates of return may be more or less than the example.
REDEEMING OR SELLING YOUR INVESTMENT

You may redeem or sell your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of August 7, 1998 was
$972.50 per 1,000 units ($27.50 per 1,000 units less than the Public Offering
Price). This price reflects deductions of the deferred sales charge which
declines over the life of the Portfolio commencing December 1, 1998 ($17.50
initially). If you sell your units before the termination of the Portfolio, you
will pay the remaining balance of the deferred sales charge. As of the close of
the initial offering period these prices will be reduced to reflect the
estimated organization costs shown above.
After the initial offering period, the repurchase and cash redemption prices for
units will be reduced to reflect the estimated costs of liquidating securities
to meet the redemption, currently estimated at $0.62 per 1,000 units. If you
reinvest in the new portfolio, you will pay your share of any brokerage
commissions on the sale of underlying securities when your units are liquidated
during the rollover.

A-4
<PAGE>
- --------------------------------------------------------------------------------
Past Performance of Prior Standard & Poor's Intrinsic Value Portfolios
- --------------------------------------------------------------------------------

The following table shows the actual performance of certain Standard & Poor's
Intrinsic Value Portfolios. The average annual and cumulative total returns
reflect an investment made in an initial Portfolio of each Series and assume
annual rollovers into successor Portfolios of the same Series. Past performance
is no guarantee of future results of the Standard & Poor's Intrinsic Value
Strategy or of any Portfolio currently offered.
<TABLE><CAPTION>

ANNUALIZED
---------------------------------------------------- CUMULATIVE
DIVIDEND TOTAL
SERIES C TERM YIELD(1) APPRECIATION(2) TOTAL RETURN(3) RETURN
- ------------------------- ---------------------- --------------- ----------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
1996** 11/21/96-12/19/97 0.40% 6.68% 7.08%
Average Annual
Total Return(4) 11/21/96- 6/30/98 -- -- 17.02
Cumulative
Total Return 11/21/96- 6/30/98 -- -- -- 28.70%*

SERIES A
- -------------------------
1997 4/2/97-5/15/98 0.49% 32.44% 32.93%
Average Annual
Total Return(4) 4/2/97-6/30/98 -- -- 24.87
Cumulative
Total Return 4/2/97-6/30/98 -- -- -- 31.82%*

</TABLE>

- ------------------------------------
(1) Dividends paid on the securities to the Portfolio less ongoing expenses,
divided by maximum initial public offering price.
(2) Represents the difference between initial unit price and redemption or
liquidation price on the ending date (reflecting payment of deferred sales
charges, brokerage commissions paid by the Portfolio and organization
expenses, and assumes reinvestment of dividends on the distribution dates),
divided by the maximum initial public offering price.
(3) Appreciation plus Dividend Yield. Reflects reinvestment of dividends,
deduction of maximum applicable sales charges and ongoing expenses, but no
adjustment for taxes payable.
(4) Average Annual Total Return for a Series includes the brokerage commissions
paid in selling securities received in kind on annual rollovers and the
waiver of any up-front sales charge on those rollovers.
* These figures are not annualized.
** Series 1996 rolled into 1997 Series C.
A-5
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------
Equity Investor Fund Select Series

Standard & Poor's Intrinsic Value Portfolio 1998 Series B August 10, 1998
Defined Asset Funds

PRICE
TICKER NUMBER OF SHARES PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF COMMON STOCK OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. Adaptec, Inc. ADPT 1,100 2.76% $ 11.9375 $ 13,131.25
2. Altera Corporation ALTR 300 2.70 42.7500 12,825.00
3. American Home Products
Corporation AHP 250 2.70 51.4375 12,859.38
4. Ameritech Corporation AIT 250 2.46 46.8125 11,703.13
5. Applied Materials, Inc. AMAT 350 2.58 35.1250 12,293.75
6. ASA Holdings, Inc. ASAI 300 2.69 42.6250 12,787.50
7. Ballard Medical Products BMP 600 2.55 20.1875 12,112.50
8. Biomet, Inc. BMET 400 2.54 30.1875 12,075.00
9. CMAC Investment CMT 250 2.54 48.2500 12,062.50
10. Cognex Corporation CGNX 700 2.81 19.1250 13,387.50
11. Cognos, Inc.* COGNF 500 2.42 23.0000 11,500.00
12. Comair Holdings, Inc. COMR 350 2.47 33.6250 11,768.75
13. Department 56, Inc. DFS 350 2.52 34.1875 11,965.63
14. EMC Corporation EMC 250 2.74 52.1250 13,031.25
15. Exel Limited+ XL 150 2.50 79.1875 11,878.13
16. Ford Motor Company F 200 2.19 52.1250 10,425.00
17. Franklin Resources, Inc. BEN 300 2.62 41.5000 12,450.00
18. Gannett Company GCI 200 2.67 63.5000 12,700.00
19. Gentex Corporation GNTX 900 2.67 14.1250 12,712.50
20. HSB Group, Inc. HSB 250 2.64 50.3125 12,578.13

</TABLE>
- ------------------------------------
(1) Based on Cost to Portfolio. On this basis, 26% of the Portfolio consists of
technology stocks (see Risk Factors in Part B).
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on August 7, 1998.
* This is a Canadian corporation. The current annual dividends per share, if
any, will be subject to withholding tax.
+ This is a Bermuda corporation. The current annual dividends per share, if
any, will not be subject to withholding tax.

A-6
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------

Equity Investor Fund Select Series
Standard & Poor's Intrinsic Value Portfolio 1998 Series B August 10, 1998
Defined Asset Funds (Continued)

PRICE
TICKER NUMBER OF SHARES PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF COMMON STOCK OF PORTFOLIO (1) TO PORTFOLIO TO PORTFOLIO (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
21. Imperial Credit Industries,
Inc. ICII 600 2.46% $ 19.5000 $ 11,700.00
22. Intel Corporation INTC 150 2.73 86.6875 13,003.13
23. International Flavors &
Fragrances, Inc. IFF 300 2.61 41.3750 12,412.50
24. Johnson & Johnson JNJ 150 2.39 75.9375 11,390.63
25. Kaydon Corporation KDN 350 2.73 37.1250 12,993.75
26. King World Productions, Inc. KWP 500 2.76 26.2500 13,125.00
27. Lincare Holdings, Inc. LNCR 300 2.42 38.3750 11,512.50
28. Linear Technology Corporation LLTC 200 2.75 65.5000 13,100.00
29. Lone Star Industries LCE 150 2.32 73.7500 11,062.50
30. Maximum Integrated Products,
Inc. MXIM 350 2.56 34.8125 12,184.38
31. Mercury General Corporation MCY 300 2.70 42.8125 12,843.75
32. MGIC Investment Corporation MTG 200 2.22 52.7500 10,550.00
33. Mutual Risk Management Ltd.+ MM 350 2.63 35.8125 12,534.38
34. Price (T. Rowe_) Associates TROW 350 2.61 35.4375 12,403.13
35. SLM Holding Corporation SLM 250 2.25 42.7500 10,687.50
36. Tellabs, Inc. TLAB 150 2.41 76.5938 11,489.06
37. Washington Post (Class B) WPO 20 2.26 538.3750 10,767.50
38. Xilinx, Inc. XLNX 300 2.69 42.6250 12,787.50
39. Zebra Technologies Corporation ZBRA 350 2.72 37.0000 12,950.00
-------------------- -----------------
100.00% $ 475,744.11
-------------------- -----------------
-------------------- -----------------

</TABLE>

- ------------------------------------
The securities were acquired on August 7, 1998 and are represented entirely
by contracts to purchase the securities. Any of the Sponsors may have acted
as underwriters, managers or comanagers of a public offering of the
securities in this Fund during the last three years. Affiliates of the
Sponsors may serve as specialists in the securities in this Fund on one or
more stock exchanges and may have a long or short position in any of these
securities or in options on any of them, and may be on the opposite side of
public orders executed on the floor of an exchange where the securities are
listed. An officer, director or employee of any of the Sponsors may be an
officer or director of one or more of the issuers of the securities in the
Fund. A Sponsor may trade for its own account as an odd-lot dealer, market
maker, block positioner and/or arbitrageur in any of the securities or in
options on them. Any Sponsor, its affiliates, directors, elected officers and
employee benefits programs may have either a long or short position in any
securities or in options on them.

A-7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Equity Investor Fund Select Series,
Standard & Poor's Intrinsic Value Portfolio 1998 Series B, Defined Asset Funds
(the 'Fund'):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Fund as of August 10, 1998. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.

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

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of August 10, 1998
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 10, 1998
STATEMENT OF CONDITION AS OF AUGUST 10, 1998
TRUST PROPERTY

Investments--Contracts to purchase Securities(1).........$ 475,744.11
--------------------
Total.........................................$ 475,744.11
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for Organization
Expenses(2)..........................................$ 1,278.26
--------------------
Subtotal...............................................$ 1,278.26
--------------------
Interest of Holders of 480,549 Units of fractional
undivided interest outstanding(3):
Cost to investors(4)...................................$ 480,549.00
Gross underwriting commissions and organization
expenses(5)(2)....................................... (6,083.15)
--------------------
Subtotal...............................................$ 474,465.80
--------------------
Total.........................................$ 475,744.11
--------------------
--------------------

- ---------------
(1) Aggregate cost to the Fund of the securities listed under Defined
Portfolio determined by the Trustee at 4:00 p.m., Eastern time on August 7,
1998. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by DBS Bank, New York Branch, in the
amount of $476,211.00 and deposited with the Trustee. The amount of the letter
of credit includes $475,744.11 for the purchase of securities.
(2) A portion of the Public Offering Price consists of cash or
securities in an amount sufficient to pay all or a portion of the costs incurred
in establishing the Portfolio. These costs have been estimated at $2.66 per
1,000 Units. A distribution will be made as of the close of the initial offering
period to an account maintained by the Trustee from which the organizational
expenses obligation of the investors to the Sponsors will be satisfied.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted from the initial number of Units to maintain the $1,000 per 1,000 Units
offering price only for that day. The Public Offering Price on any subsequent
business day will vary.
(4) Aggregate public offering price computed on the basis of the
value of the underlying securities at 4:00 p.m., Eastern time on August 7, 1998.
(5) Assumes the maximum initial sales charge per 1,000 units of 1.00%
of the Public Offering Price. A deferred sales charge of $1.75 per 1,000 Units
is payable on December 1 and 15, 1998 and thereafter on the 1st day of each
month through August 1, 1999. Distributions will be made on behalf of investors
to an account maintained by the Trustee from which the deferred sales charge
obligation of the investors to the Sponsors will be satisfied. If units are
redeemed prior to August 1, 1999, the remaining portion of the distribution
applicable to such units will be transferred to such account on the redemption
date.

A-8
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EIF SELECT SERIES STANDARD & POOR'S INTRINSIC VALUE PORTFOLIO
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
INDEX
PAGE
---------
PORTFOLIO DESCRIPTION......................... 1
RISK FACTORS.................................. 3
HOW TO BUY UNITS.............................. 4
HOW TO REDEEM OR SELL UNITS................... 6
TRUST TERMINATION............................. 7
ROLLOVER...................................... 7
INCOME, DISTRIBUTIONS AND REINVESTMENT........ 8
PORTFOLIO EXPENSES............................ 9
TAXES......................................... 9
RECORDS AND REPORTS........................... 11
TRUST INDENTURE............................... 12
MISCELLANEOUS................................. 12
EXCHANGE OPTION............................... 15
SUPPLEMENTAL INFORMATION...................... 15

PORTFOLIO DESCRIPTION
THE SELECT STANDARD & POOR'S INTRINSIC VALUE STRATEGY
This Select Series is designed to permit an investor to buy and hold a
portfolio of equity securities for a period of approximately one year based upon
a strategy. At the end of the year the strategy is reapplied and the investor
may reinvest in a new portfolio, if available.

The Portfolio seeks capital appreciation by acquiring and holding for about
one year certain common stocks selected by the Sponsors through the application
of a quantitative model (the 'Model') developed by the Portfolio Consultant,
Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. Standard &
Poor's has provided investors with financial information since 1860. It
developed various benchmarks for equity securities including the 500 Stock Price
Composite Index and the MidCap 400 Index and its publications include the weekly
Outlook investment newsletter. Its Compustat database includes over 10,156
common stocks. The Model is designed to identify those stocks that have a strong
potential for capital appreciation based on a combination of fundamental and
valuation measurements. This approach to selecting stocks seeks to determine
each stock's intrinsic value, based on current worth and future earnings
potential, as contrasted to traditional more objective measurements like book or
liquidation value. The Model then identifies stocks whose estimated intrinsic
value exceeds their current market price. The Model currently identifies stocks
with the following characteristics, among others, as of the date the Model was
applied, which is indicated in Part A:
(i) Free cash flow exceeding $20 million for the most recent fiscal year
for which data are available. For purposes of this screen, 'free cash flow'
is defined as net income minus capital expenditures plus depreciation and
amortization. This screen is intended to identify companies with high
positive cash flow. The $20 million requirement tends to identify
relatively highly capitalized companies whose stock is relatively liquid.
(ii) Net profit margin exceeding 15%, with net profit margin defined as
net income from the most recent four quarters for which data are available,
divided by sales. This is intended to measure franchise value.
(iii) Return on equity exceeding 15% for the most recent four quarters
and each of the last three fiscal years for which data are available.
Return on equity is net income expressed as a percentage of common equity.

(iv) Growth in market capitalization exceeding the growth in the
issuer's retained earnings over the last five years, so that each dollar of
retained earnings results in more than a one dollar increase in market
capitalization. This is intended to measure market acceptance/momentum.
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<PAGE>
(v) Current stock price at a discount to its current value as calculated
by the Portfolio Consultant. To estimate this current value, the Portfolio
Consultant assumes that free cash flow (as described above) will grow at
the same rate as consensus earnings per share over the next five years, and
then discounting estimated free cash flow by the yield on the 30-year U.S.
Treasury bond. This screen is intended to eliminate overpriced stocks by
identifying stocks with a relatively attractive ratio of price to free cash
flow.

Once the Portfolio Consultant has applied the appropriate screens to the
Compustat database, it will seek to eliminate anomalous situations and special
gains and consider the companies' latest earnings announcements. The screens
used by the Model may be changed from time to time.

'Standard & Poor'sR' is a trademark of The McGraw-Hill Companies, Inc. and
has been licensed for use by the Agent for the Sponsors. The Fund is not
sponsored, managed, sold or promoted by Standard & Poor's. Standard & Poor's is
unaffiliated with any of the Sponsors.
PORTFOLIO SELECTION

The Portfolio Consultant applied the Model to its Compustat database, a
universe of over 10,156 active stocks including, among others, all stocks listed
on the New York Stock Exchange, the American Stock Exchange or traded over the
National Association of Securities Dealers Automated Quotation (Nasdaq National
Market) system, with capitalization averaging about $1 billion and ranging from
under $1 million to over $200 billion, and provided the Sponsors with a list of
stocks from which the Sponsors chose the Portfolio stocks.

The Agent for the Sponsors reviewed the stocks identified by the Model for
market capitalization, liquidity, marketing and other factors, limiting
selections to mid-cap and large-cap stocks. The Agent for the Sponsors then made
a final selection of stocks for the Portfolio. The Securities selected through
this process were those believed to have significant potential for capital
appreciation, without regard to expected dividend income.
Investors should be aware that the Fund may not be able to buy each
Security at the same time because of availability of the Security, any
restrictions applicable to the Fund relating to the purchase of the Security by
reason of the federal securities laws or otherwise. Any monies allocated to the
purchase of a Security will generally be held for the purchase of the Security.
The deposit of the Securities in the Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security. During the 90-day period following the initial date of deposit
the Sponsors may deposit additional Securities in order to create new Units,
maintaining to the extent practicable that original proportionate relationship.
Deposits of additional Securities subsequent to the 90-day period must generally
replicate exactly the proportionate relationship among the number of shares of
each Security at the end of the initial 90-day period. The ability to acquire
each Security at the same time will generally depend upon the Security's
availability and any restrictions on the purchase of that Security under the
federal securities laws or otherwise.
Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional Securities. This
practice could cause both existing and new investors to experience a dilution of
their investments and a reduction in their anticipated income because of price
fluctuations in the Securities between the time of the cash deposit and the
actual purchase of the additional Securities and because the associated
brokerage fees will be an expense of the Portfolio. To minimize the risk of
price fluctuations when purchasing Securities, the Portfolio will try to
purchase Securities as close to the evaluation time or at prices as close to the
evaluated prices as possible. The Portfolio may also enter into program trades
with unaffiliated broker/dealers, which may have the effect of increasing
brokerage commissions, while reducing market risk.
PORTFOLIO SUPERVISION
The Portfolio follows an investment strategy that buys and holds stocks for
one year, in contrast to the frequent portfolio changes of a managed fund based
on economic, financial and market analyses. In the event a public tender offer
is made for a Security or a merger or acquisition is announced affecting a
Security, the Sponsors may instruct the Trustee to tender or sell the Security
in the open market when in its opinion it is in the best interests of investors
to do so. Otherwise, although the Portfolio is regularly reviewed and evaluated,
because of the Model, the Portfolio is unlikely to sell any of the Securities,
other than to satisfy redemptions of units, or to cease buying additional shares
in connection with the issuance of Additional Units. More specifically, adverse
developments concerning a Security including the adverse financial condition of
the issuer, the institution of legal proceedings against the issuer, or a
decline in the price or the occurrence of other market or credit factors that
might otherwise make retention of the Security detrimental to the interest of
investors, will generally not cause the Portfolio to dispose of a Security or
cease buying it.
2
<PAGE>
Furthermore, the Portfolio will likely continue to hold a Security and purchase
additional shares even though the assessment of a Security may have changed or
subsequent to the initial date of deposit a Security may no longer satisfy the
Portfolio's selection criteria.
RISK FACTORS
An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
stock market worsens and the risk that holders of common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. Common stocks in
general may be especially susceptible to general stock market movements and to
volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. Equity markets can be affected by
unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion
or contraction, and global or regional political, economic or banking crises.
The Sponsors cannot predict the direction or scope of any of these factors.
Additionally, equity markets have been at historically high levels and no
assurance can be given that these levels will continue. The Portfolio holds
growth stocks that may be subject to above-average price volatility. Therefore
there can be no assurance that the Model will be effective in achieving its
objective over the one-year life of the Fund or that future portfolios selected
through re-application of the Model during consecutive one-year periods will
meet their objectives. The Portfolio is not designed to be a complete equity
investment program.
TECHNOLOGY STOCKS
The Portfolio is concentrated in stocks of issuers that manufacture
semiconductors, electronic components, software, integrated systems and other
related products. These kinds of companies are rapidly developing and highly
competitive, both domestically and internationally, and tend to be relatively
volatile as compared to other types of investments. Certain of these companies
may be smaller and less seasoned companies with limited product lines, markets
or financial resources and limited management or marketing personnel. These
companies are characterized by a high degree of investment to maintain
competitiveness and are affected by worldwide scientific and technological
developments (and resulting product obsolescence) as well as government
regulation, increase in material or labor costs, changes in distribution
channels and the need to manage inventory levels in line with product demand.
Other risk factors include short product life cycles, aggressive pricing and
reduced profit margins, dramatic and often unpredictable changes in growth
rates, frequent new product introduction, the need to enhance existing products,
intense competition from large established companies and potential competition
from small start up companies. These companies are also dependent to a
substantial degree upon skilled professional and technical personnel and there
is considerable competition for the services of qualified personnel in the
industry.
FOREIGN ISSUERS
Investing in securities of foreign issuers involves risks that are
different from investments in securities of domestic issuers. These risks may
include future political and economic developments, the possibility of
withholding taxes, exchange controls or other governmental restrictions on the
payment of dividends, less publicly available information and the absence of
uniform accounting, auditing and financial reporting standards, practices and
requirements.
LIQUIDITY
Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Portfolio may be restricted
under the Investment Company Act of 1940 from selling Securities to the
Sponsors. The price at which the Securities may be sold to meet redemptions and
the value of the Portfolio will be adversely affected if trading markets for the
Securities are limited or absent.
3
<PAGE>
LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Portfolio, although pending litigation may have a material adverse effect
on the value of the Securities. In addition, at any time after the initial date
of deposit, litigation may be initiated on a variety of grounds, or legislation
may be enacted, affecting the Securities in the Portfolio or the issuers of the
Securities. Changing approaches to regulation may have a negative impact on
certain companies represented in the Portfolio. There can be no assurance that
future litigation, legislation, regulation or deregulation will not have a
material adverse effect on the Portfolio or will not impair the ability of the
issuers of the Securities to achieve their business goals. From time to time
Congress considers proposals to reduce the rate of the dividends-received
deduction. This type of legislation, if enacted into law, would adversely affect
the after-tax return to investors who can take advantage of the deduction. See
Taxes.
LIFE OF THE PORTFOLIO
The size and composition of the Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units or
participating in a rollover. The Portfolio will be terminated no later than the
mandatory termination date specified in Part A of the Prospectus. It will
terminate earlier upon the disposition of the last Security or upon the consent
of investors holding 51% of the Units. The Portfolio may also be terminated
earlier by the Sponsors once its total assets have fallen below the minimum
value specified in Part A of the Prospectus. A decision by the Sponsors to
terminate the Portfolio early, which will likely be made following the rollover,
will be based on factors such as the size of the Portfolio relative to its
original size, the ratio of Portfolio expenses to income, and the cost of
maintaining a current prospectus. See Trust Termination.
Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Trustee will seek to dispose of any Securities remaining in the Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.
HOW TO BUY UNITS
Units are available from any of the Sponsors at the Public Offering Price.
The Public Offering Price varies each Business Day with changes in the value of
the Portfolio and other assets and liabilities of the Fund.
PUBLIC OFFERING PRICE
Units are charged a combination of Initial and Deferred Sales Charges
equal, in the aggregate, to a maximum charge of 2.75% of the public offering
price or, for quantity purchases of units of all Select and Focus Portfolios and
certain other Selected Equity Investor Series by an investor and the investor's
spouse and minor children, or by a single trust estate or fiduciary account,
made on a single day, the following percentages of the public offering price:
4
<PAGE>

APPLICABLE SALES CHARGE
(GROSS UNDERWRITING PROFIT)
------------------------------------ DEALER CONCESSION
AS % OF PUBLIC AS % OF NET AS % OF PUBLIC
AMOUNT PURCHASED OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- ----------------------- ----------------- ----------------- -------------------
<S> <C> <C> <C>
Less than $50,000...... 2.75% 2.778% 2.00%
$50,000 to $99,999..... 2.50 2.519 1.80
$100,000 to $249,999... 2.00 2.005 1.45
$250,000 to $999,999... 1.75 1.750 1.25
$1,000,000 or more..... 1.00 1.010 .50
</TABLE>

In addition, a portion of the Public Offering Price also consists of cash or
securities in an amount sufficient to pay for all or a portion of the costs
incurred in establishing the Portfolio, including the cost of the initial
preparation of documents relating to the Portfolio, federal and state
registration fees, and the initial fees and expenses of the Trustee, legal
expenses and any other out-of-pocket expenses. The estimated organization costs
will be deducted from the assets of the Portfolio as of the close of the initial
offering period.

The Deferred Sales Charge is a monthly charge of $1.75 per 1,000 units and
is accrued in ten installments commencing on the date indicated in part A of
this Prospectus. Units redeemed or repurchased prior to the accrual of the final
Deferred Sales Charge installment will have the amount of any remaining
installments deducted from the redemption or repurchase proceeds or deducted in
calculating an in-kind distribution, although this deduction will be waived in
the event of the death or disability (as defined in the Internal Revenue Code of
1986) of an investor. The Initial Sales Charge is equal to the aggregate sales
charge, determined as described above, less the aggregate amount of any
remaining installments of the Deferred Sales Charge.
It is anticipated that Securities will not be sold to pay the Deferred
Sales Charge until after the date of the last installment. Investors will be at
risk for market price fluctuations in the Securities from the several
installment accrual dates to the dates of actual sale of Securities to satisfy
this liability.
Selling dealers will be entitled to the concession stated in the above
table. On rollover purchases, the concession will be $11.00 per 1,000 Units
($5.00 per 1,000 Units on purchases of $1,000,000 or more). Employees of certain
Sponsors and Sponsor affiliates and non-employee directors of Merrill Lynch &
Co. Inc. may purchase Units subject only to the Deferred Sales Charge.
Prudential Securities Incorporated, which will participate only in rollover
sales, will receive a preferred dealer concession of $13.00 per 1,000 Units of
this Portfolio.
Commercial banks and their securities broker subsidiaries that have
agreements with the Sponsors may make Units available to their customers as
their agents. A portion of the sales charge (equal to the dealer commission
referred to above) will be retained or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Units; however, the
Glass-Steagall Act permits banks to act as agents of their customers on a
disclosed basis and federal banking regulators have approved similar
arrangements. In addition, state securities laws on this issue may differ from
the interpretations of federal law expressed above and banks and financial
institutions may be required to register as dealers pursuant to state law.
EVALUATIONS
Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. If the Securities are listed on a national securities exchange or The
Nasdaq National Market, evaluations are generally based on closing sales prices
on that exchange or that system (unless the Trustee deems these prices
inappropriate) or, if closing sales prices are not available, at the mean
between the closing bid and offer prices. If the Securities are not listed or if
listed but the principal market is elsewhere, the evaluation is generally
determined based on sales prices of the Securities on the over-the-counter
market or, if sales prices in that market are not available, on the basis of the
mean between current bid and offer prices for the Securities or for comparable
securities or by appraisal or by any combination of these methods. Neither the
Sponsors nor the Trustee guarantee the enforceability, marketability or price of
any Securities.
5
<PAGE>
NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and
in 'street name' by their broker, dealer or financial institution at the
Depository Trust Company ('DTC').
HOW TO REDEEM OR SELL UNITS
You can redeem your Units at any time for net asset value. In addition, the
Sponsors have maintained an uninterrupted secondary market for Units for over 20
years and will ordinarily buy back Units at net asset value. The following
describes these two methods to redeem or sell Units in greater detail.
REDEEMING UNITS WITH THE TRUSTEE
You can always redeem your Units for net asset value. This can be done by
contacting your broker, dealer or financial institution that holds your Units in
street name. In certain instances, additional documents may be required such as
a trust instrument, certificate of corporate authority, certificate of death or
appointment as executor, administrator or guardian.
Within seven days after the receipt of your request (and any necessary
documents), a check will be mailed to you in an amount equal to the net asset
value of your Units. Because of the sales charge, market movements or changes in
the Portfolio, net asset value at the time you redeem your Units may be greater
or less than the original cost of your Units. Net asset value is calculated each
Business Day by adding the value of the Securities, declared but unpaid
dividends on the Securities, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses and any remaining deferred sales charges, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Fund liabilities; and dividing the result by the number of
outstanding Units. After the initial offering period, net asset value will be
reduced to reflect the cost to the Fund of liquidating Securities to pay the
redemption price.
As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.
If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Agent for the
Sponsors based on market and credit factors determined to be in the best
interest of the Fund. These sales are often made at times when the Securities
would not otherwise be sold and may result in lower prices than might be
realized otherwise and may also reduce the size and diversity of the Fund. If
Securities are being sold during a time when additional Units are being created
by the purchase of additional Securities (as described under Portfolio
Selection), Securities will be sold in a manner designed to maintain, to the
extent practicable, the proportionate relationship among the number of shares of
each Security in the Portfolio.
Any investor owning Units representing Securities with a value of at least
$100,000 who redeems those Units prior to the rollover notification date
indicated in Part A of the Prospectus may, in lieu of cash redemption, request
distribution in kind of an amount and value of Securities per Unit equal to the
otherwise applicable Redemption Price per Unit. Generally, whole shares of each
Security together with cash from the Capital Account equal to any fractional
shares to which the investor would be entitled (less any Deferred Sales Charge
payable) will be paid over to a distribution agent and either held for the
account of the investor or disposed of in accordance with instructions of the
investor. Any brokerage commissions on sales of Securities in connection with
in-kind redemptions will be borne by the redeeming investors. The in-kind
redemption option is subject to all applicable legal restrictions and may be
terminated by the Sponsors at any time upon prior notice to investors.
Redemptions may be suspended or payment postponed (i) if the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (ii) if
the SEC determines that trading on the New York Stock Exchange is restricted or
that an emergency exists making disposal or evaluation of the Bonds not
reasonably practicable or (iii) for any other period permitted by SEC order.
6
<PAGE>
SPONSORS' SECONDARY MARKET FOR UNITS
The Sponsors, while not obligated to do so, will buy back Units at net
asset value without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of the sales charge, market movements or
changes in the portfolio, net asset value at the time you sell your Units may be
greater or less than the original cost of your Units. You should consult your
financial professional for current market prices to determine if other broker-
dealers or banks are offering higher prices for Units.
The Sponsors may discontinue the secondary market for Units without prior
notice. Regardless of whether the Sponsors maintain a secondary market, you have
the right to redeem your Units for net asset value, as described above.
TRUST TERMINATION
Notice of impending termination of the Portfolio will be provided to
investors. A proportional share of the expenses associated with termination,
including brokerage costs incurred in disposing of Securities, will be borne by
investors remaining at that time. These expenses will reduce the amount of cash
or Securities those investors are to receive in any final distribution.
Upon termination of the Portfolio, the Trustee will distribute the
Securities and any cash in the Portfolio to a distribution agent that will act
as agent for the investors. Unless an investor elects to receive an in-kind
distribution of Securities, as discussed below, the distribution agent will, as
promptly as practicable, sell the investor's pro rata share of the Securities
and distribute to the investor the proceeds of the sale, less brokerage and
other related expenses, and the investor's pro rata share of any cash from the
Portfolio.
Any investor holding units at the termination of the Portfolio may, by
written notice to the Trustee at least ten business days prior to termination,
elect to received an in kind distribution of the investor's pro rata share of
the Securities remaining in the Portfolio at that time (net of the investor's
share of expenses). Fractional shares of Securities will be sold by the
distribution agent and the net proceeds distributed to investors. Investors
subsequently selling Securities received in kind will incur brokerage costs at
that time which may exceed the value of any tax deferral obtained through the
in-kind distribution. Securities received in an in-kind termination distribution
may not be contributed to acquire units of another Series.
ROLLOVER
In lieu of redeeming their units or receiving liquidation proceeds in cash
or in kind upon termination of the Portfolio, investors who hold their Units
with one of the Sponsors may elect, by contacting their financial adviser prior
to the rollover notification date indicated in Part A, to exchange their Units
in the Portfolio for units of next year's corresponding Standard & Poor's
Intrinsic Value Portfolio (if available). No election to roll over may be made
prior to 30 days before the date of the rollover, and any rollover election will
be revocable at any time prior to the date of the rollover. It is expected that
the terms of the new portfolio will be substantially the same as those of the
Portfolio.
The rollover of an investor's Units is intended to be effected in a manner
that will not result in the recognition of either gain or loss for U.S. federal
income tax purposes with respect to Securities that are included in the new
portfolio ('Duplicated Securities'). Units held by an investor who elects the
rollover option will be redeemed through an in-kind distribution to a
distribution agent of the investor's pro rata share of Securities. The
distribution agent will then adjust the Securities distributed to the investor
so that its composition matches the investment profile of the new portfolio.
This adjustment will involve the sale of non-Duplicated Securities and,
possibly, of a portion of certain Duplicated Securities in order to rebalance
the portfolio, and the purchase of replacement Securities. Any excess sales
proceeds, net of sales related expenses, will be distributed to the investor.
After this adjustment the distribution agent will make an in-kind contribution
of the adjusted Securities to the new portfolio. Upon receipt of the in-kind
contribution, the trustee of the new portfolio will issue the appropriate number
of units in the new portfolio to the investor.
An investor who elects the rollover option will recognize capital gain or
loss with respect to the Securities, including fractional Securities, sold by
the distribution agent, but will not recognize gain or loss with respect to the
Duplicated Securities that are contributed in kind to the new portfolio. The
Sponsors intend to provide investors with information that will assist them in
determining their tax liability on an eventual sale of the Duplicated
Securities.
7
<PAGE>
The Sponsors intend to cause the distribution agent to sell those
Securities that will not be contributed to the new portfolio, and then to create
units of the new portfolio, in each case as quickly as possible subject to the
Sponsors' sensitivity that the concentrated sale and purchase of large volumes
of securities may affect market prices in a manner adverse to the interest of
investors. Accordingly, the Sponsors may, in their sole discretion, undertake a
more gradual sale of Securities and a more gradual creation of units of the new
portfolio to help mitigate any negative market price consequences caused by this
large volume of securities trades. In order to minimize potential losses caused
by market movement during the rollover period, the Sponsors may enter into
program trades, which may increase brokerage commissions payable by investors.
There can be no assurance, however, that any trading procedures will be
successful or might not result in less advantageous prices. Pending the
investment of rollover proceeds in securities to comprise the new portfolio,
those moneys may be uninvested for several days.
Investors who participate in the rollover will not be entitled to receive a
cash distribution with which to pay any taxes incurred as a result of the
rollover procedure. Investors who do not participate in the rollover or
otherwise redeem their Units will continue to hold their Units until the
termination of the Portfolio; however, depending upon the extent of
participation in the rollover, the aggregate size of the Portfolio will be
reduced which could result in an increase in per Unit expenses.
The Sponsors may, in their sole discretion and without penalty or liability
to investors, decide not to sponsor a new portfolio or to modify the terms of
the rollover. Prior notice of any decision would be provided to investors.
The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an 'exchange offer', for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsors have received exemptive orders under
Section 11(c) which they believe permit them to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsors' position and
additional regulatory approvals may be required.
INCOME, DISTRIBUTIONS AND REINVESTMENT
INCOME AND DISTRIBUTIONS
The annual income per Unit, after deducting Portfolio expenses per Unit,
will depend primarily upon the amount of dividends declared and paid by the
issuers of the Securities and changes in the expenses of the Portfolio and, to a
lesser degree, upon the level of purchases of additional Securities and sales of
Securities. There is no assurance that dividends on the Securities will continue
at their current levels or be declared at all.
Each Unit receives an equal share of distributions of dividend income net
of estimated expenses. Because dividends on the Securities are not received at a
constant rate throughout the year, any distribution may be more or less than the
amount then credited to the Income Account. Dividends received are credited to
an Income Account and other receipts to a Capital Account. A Reserve Account may
be created by withdrawing from the Income and Capital Accounts amounts
considered appropriate by the Trustee to reserve for any material amount that
may be payable out of the Portfolio. Funds held by the Trustee in the various
accounts do not bear interest. In addition, distributions of amounts necessary
to pay the Deferred Sales Charge will be made from the Capital Account to an
account maintained by the Trustee for purposes of satisfying investors' sales
charge obligations. Although the Sponsors may collect the Deferred Sales Charge
monthly, to keep Units more fully invested the Sponsors currently do not
anticipate sales of Securities to pay the Deferred Sales Charge until after the
rollover notification date. Proceeds of the disposition of any Securities not
used to pay Deferred Sales Charge or to redeem Units will be held in the Capital
Account and distributed on the final Distribution Day or following liquidation
of the Portfolio.
REINVESTMENT
Any income and principal distributions on Units may be reinvested by
participating in the Portfolio's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of additional Securities,
contracts to purchase additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase additional Securities. Deposits
or purchases of additional Securities will generally be made so as to maintain
the then existing proportionate relationship among the number of shares of each
Security. Units acquired by reinvestment will not be subject to the initial
sales charge but will be subject to any remaining installments of Deferred Sales
Charge. The Sponsors reserve the right to amend, modify or terminate the
reinvestment plan at any time without prior notice. Investors holding Units in
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'street name' should contact their broker, dealer or financial institution if
they wish to participate in the reinvestment plan.
PORTFOLIO EXPENSES

Estimated annual Portfolio expenses are listed in Part A of the Prospectus;
if actual expenses exceed the estimate, the excess will be borne by the
Portfolio. To the extent that expenses exceed the amount available in the Income
Account, the Trustee is authorized to sell Securities and pay the excess
expenses from the Capital Account. The estimated expenses do not include the
brokerage commissions payable by the Portfolio in purchasing and selling
Securities. The Trustee's Fee shown in Part A of this Prospectus assumes that
the Portfolio will reach a size estimated by the Sponsors and is based on a
sliding scale that reduces the Trustee's fee as the size of the Portfolio
increases. The Trustee's annual fee is payable in monthly installments. The
Trustee also benefits when it holds cash for the Portfolio in non-interest
bearing accounts. Possible additional charges include Trustee fees and expenses
for extraordinary services, costs of indemnifying the Trustee and the Sponsors,
costs of action taken to protect the Portfolio and other legal fees and
expenses, Portfolio termination expenses and any governmental charges. The
Trustee has a lien on Portfolio assets to secure reimbursement of these amounts
and may sell Securities for this purpose if cash is not available. The Sponsors
receive an annual fee currently estimated at $0.45 per 1,000 Units to reimburse
them for the cost of providing Portfolio supervisory, bookkeeping and
administrative services and for any other expenses properly chargeable to the
Portfolio. While the fee may exceed the amount of these costs and expenses
attributable to the Portfolio, the total of these fees from all Series of
Defined Asset Funds will not exceed the aggregate amount attributable to all of
those Series during any calendar year. The Trustee's and Sponsors' fees may be
adjusted for inflation without investors' approval.

Advertising and selling expenses will be paid from the Underwriting Account
at no charge to the Portfolio. Defined Asset Funds can be a cost-effective way
to purchase and hold investments. Annual operating expenses are generally lower
than for managed funds. Because Defined Asset Funds have no management fees,
limited transaction costs and no ongoing marketing expenses, operating expenses
are generally less than 0.25% a year. When compounded annually, small
differences in expense ratios can make a big difference in your investment
results.
TAXES
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Portfolio is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Security in the Portfolio under the grantor trust
rules of Sections 671-679 of the Internal Revenue Code of 1986, as amended
(the 'Code'). Each investor will be considered to have received all of the
dividends paid on his pro rata portion of each Security when such dividends
are received by the Portfolio, regardless of whether such dividends are
used to pay a portion of Portfolio expenses or whether they are
automatically reinvested (see Reinvestment).
Amounts considered to have been received by a corporate investor from
domestic corporations that constitute dividends for federal income tax
purposes will generally qualify for the dividends-received deduction, which
is currently 70%. Depending upon the particular corporate investor's
circumstances, limitations on the availability of the dividends-received
deduction may be applicable. Further, Congress from time to time considers
proposals that would adversely affect the after-tax return to investors
that can take advantage of the deduction. For example, the 46-day holding
period for the dividends-received deduction must begin before and include
each ex-dividend date and excludes the purchase date and any days during
which the investor's investment is hedged. Investors are urged to consult
their own tax advisers in this regard.
An individual investor who itemizes deductions will be entitled to
deduct his pro rata share of current Portfolio expenses only to the extent
that this amount together with the investor's other miscellaneous
deductions exceeds 2% of his adjusted gross income. The Code further
restricts the ability of an individual investor with an adjusted gross
income in excess of a specified amount (for 1998, $124,500 or $62,250 for a
married person filing a separate return) to claim itemized deductions
(including his pro rata share of Portfolio expenses).
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The investor's basis in his Units will equal the cost of his Units,
including the initial sales charge. A portion of the sales charge is
deferred until the termination of the Portfolio or the redemption of the
Units. The proceeds received by an investor upon such event will reflect
deduction of the deferred amount (the 'Deferred Sales Charge') and a charge
for organizational expenses. The annual statement and the relevant tax
reporting forms received by investors will be based upon the amounts paid
to them, net of the Deferred Sales Charge and the charge for organizational
expenses. Accordingly, investors should not increase their basis in their
Units by the Deferred Sales Charge amount or any amount used to pay
organizational expenses.
An investor will generally recognize capital gain or loss when the
investor disposes of his Units for cash (by sale or redemption) or when the
Trustee disposes of the Securities from the Portfolio. An investor will not
recognize gain or loss upon the distribution of a pro rata amount of each
of the Securities by the Trustee to an investor (or to his agent) in
redemption of Units or upon termination of the Portfolio, except to the
extent of cash received in lieu of fractional shares. The redeeming
investor's basis for the Securities will be equal to his basis for the same
Securities (previously represented by his Units) prior to the redemption,
and his holding period for the Securities will include the period during
which he held his Units.
An investor who elects to roll over into a new portfolio (a 'rollover
investor') will not recognize gain or loss either upon the distribution of
Securities by the Trustee to the distribution agent or upon the
contribution of Duplicated Securities (as defined under Rollover) to the
new portfolio. The rollover investor will generally recognize capital gain
or loss as a consequence of the distribution agent's sale of non-Duplicated
Securities. The rollover investor's basis for the Duplicated Securities
that are contributed in kind to the new portfolio will be equal to his
basis for the same Duplicated Securities prior to the rollover.

A capital gain or loss is long-term if the relevant asset is held for
more than one year and short-term if held for one year or less. A
noncorporate investor may be entitled to the 20% maximum federal tax for
capital gains derived from the Portfolio if he has held his Units for more
than one year, or if his holding period for contributed Duplicated
Securities (which, in the case of a rollover investor, includes the period
during which he held an interest in the same Duplicated Securities in prior
years' corresponding Standard & Poor's Intrinsic Value Portfolios) is
greater than one year. The deduction of capital losses is subject to
limitations. Investors should consult their tax advisers regarding these
matters.

Under the income tax laws of the State and City of New York, the
Portfolio is not an association taxable as a corporation and the income of
the Portfolio will be treated as the income of the investors in the same
manner as for federal income tax purposes.
The Portfolio will report as gross income earned by investors their pro
rata share of any dividends received by the Portfolio from a foreign
corporation in which the Portfolio holds stock as well as their pro rata
share of any amount withheld with respect to such dividends. (See Defined
Portfolio in Part A.) Those investors who hold Units on the relevant record
date for dividends on any such underlying foreign stock held by the
Portfolio should be entitled, subject to applicable limitations, to either
a credit or a deduction for foreign taxes payable with respect to such
dividend payments. Capital gain on a disposition of foreign stock (or a
proportionate share of Units), if any, will generally be U.S. source
income. Investors should consult their own tax advisers regarding these
matters.
The foregoing discussion summarizes only certain U.S. federal and New
York State and City income tax consequences of an investment in Units by
investors who are U.S. persons, as defined in the Code. Foreign investors
(including nonresident alien individuals and foreign corporations) not
engaged in U.S. trade or business will generally be subject to 30%
withholding tax (or lower applicable treaty rate) on distributions.
Investors may be subject to taxation in New York or in other U.S. or
foreign jurisdictions and should consult their own tax advisers in this
regard.
* * * *
At the termination of the Portfolio, the Trustee will furnish to each
investor an annual statement containing information relating to the dividends
received by the Portfolio on the Securities, the cash proceeds received by the
Portfolio from the disposition of any Security (resulting from redemption or the
sale by the Portfolio of any Security), and the fees and expenses paid by the
Portfolio. The Trustee will also furnish annual information returns to each
investor and to the Internal Revenue Service.
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RETIREMENT PLANS
This Series of Equity Investor Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging (prior to the year 2000) or tax-deferred rollover treatment.
Investors in IRAs, Keogh plans and other tax-deferred retirement plans should
consult their plan custodian as to the appropriate disposition of distributions.
Investors considering participation in any of these plans should review specific
tax laws related thereto and should consult their attorneys or tax advisers with
respect to the establishment and maintenance of any of these plans. These plans
are generally offered by brokerage firms, including the Sponsors of this
Portfolio, and other financial institutions. Fees and charges with respect to
such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units may be purchased
by retirement plans established for self-employed individuals, partnerships or
unincorporated companies ('Keogh plans'). The assets of a Keogh plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Keogh plan participants may also establish separate IRAs (see below)
to which they may contribute up to an additional $2,000 per year ($4,000 in a
spousal account).
Individual Retirement Account--IRA. Any individual can make use of a
qualified IRA arrangement for the purchase of Units. Any individual (including
one covered by an employer retirement plan) can make a contribution to an IRA
equal to the lesser of $2,000 ($4,000 in a spousal account) or 100% of earned
income; such investment must be made in cash. However, the deductible amount of
a contribution by an individual covered by an employer retirement plan will be
reduced if the individual's adjusted gross income exceeds $25,000 (in the case
of a single individual), $40,000 (in the case of a married individual filing a
joint return) or $200 (in the case of a married individual filing a separate
return). These income threshholds will gradually be increased by 2004 to $50,000
for a single individual and $80,000 for a married individual filing jointly.
Certain transactions which are prohibited under Section 408 of the Code will
cause all or a portion of the amount in an IRA to be deemed to the distributed
and subject to tax at that time. Unless nondeductible contributions were made in
1987 or a later year, all distributions from an IRA will be treated as ordinary
income but generally are eligible for tax-deferred rollover treatment. Taxable
distributions made before attainment of age 59 1/2, except in the case of the
participant's death or disability or where the amount distributed is part of a
series of substantially equal periodic (at least annual) payments that are to be
made over the life expectancies of the participant and his or her beneficiary,
are generally subject to a surtax in an amount equal to 10% of the distribution.
The 10% surtax will be waived for withdrawals for certain educational and
first-time homebuyer expenses. The Taxpayer Relief Act of 1997 also provides,
subject to certain income limitations, for a special type of IRA under which
contributions would be non-deductible but distributions would be tax-free if the
account were held for at least five years and the account holder was at least
59 1/2 at the time of the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units.
RECORDS AND REPORTS
The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Portfolio,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.
With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of
the Portfolio, the Trustee sends each investor of record a statement summarizing
transactions in the Portfolio's accounts including amounts distributed from
them, identifying Securities sold and purchased and listing Securities held and
the number of Units outstanding at termination and stating the Redemption Price
per 1,000 Units at termination, and the fees and expenses paid by the Portfolio,
among other matters. Portfolio accounts are audited by independent accountants
selected by the Sponsors and the report of the accountants will be available
from the Trustee on request.
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TRUST INDENTURE
The Portfolio is a 'unit investment trust' created under New York law by a
Trust Indenture among the Sponsors and the Trustee. This Prospectus summarizes
various provisions of the Indenture, but each statement is qualified in its
entirety by reference to the Indenture.
The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Portfolio
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.
The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.
Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains. A new Sponsor may be appointed by the remaining Sponsors and
the Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indenture and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.
The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indenture contains customary
provisions limiting the liability of the Trustee.
MISCELLANEOUS
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.
AUDITORS
The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.
TRUSTEE
The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and New York
State banking authorities.
SPONSORS
The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; PaineWebber Incorporated, a wholly-owned
subsidiary of PaineWebber Group, Inc.; and Dean Witter Reynolds Inc., a

principal operating subsidiary of Morgan Stanley Dean Witter & Co. Each Sponsor,

or one of its predecessor corporations, has acted as Sponsor of a number of
series of unit investment trusts. Each Sponsor has acted as principal
underwriter and managing underwriter of other investment companies.
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The Sponsors, in addition to participating as members of various selling groups
or as agents of other investment companies, execute orders on behalf of
investment companies for the purchase and sale of securities of these companies
and sell securities to these companies in their capacities as brokers or dealers
in securities.
CODE OF ETHICS
The Agent for the Sponsors has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its personnel
who have access to information on Defined Asset Funds portfolio transactions.
The code is intended to prevent any act, practice or course of conduct which
would operate as a fraud or deceit on any Fund and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to the Funds.

YEAR 2000 ISSUES
Many computer systems were designed using only two digits to designate
years. These systems may not be able to distinguish the Year 2000 from the Year
1900 (commonly known as the 'Year 2000 Problem'). Like other investment
companies and financial and business organizations, the Portfolio could be
adversely affected if the computer systems used by the Agent for the Sponsors or
Portfolio service providers do not properly address this problem prior to
January 1, 2000. The Agent for the Sponsors has established a dedicated group to
analyze these issues and to implement any systems modifications necessary to
prepare for the Year 2000. Currently, we do not anticipate that the transition
to the 21st century will have any material effect on the Portfolio. The Agent
for the Sponsors has sought assurances from the Portfolio's other service
providers that they are taking all necessary steps to ensure that their computer
systems will accurately reflect the Year 2000, and the Agent for the Sponsors
will continue to monitor the situation. At this time, however, no assurance can
be given that the Portfolio's other service providers have anticipated every
step necessary to avoid any adverse effect on the Portfolio attributable to the
Year 2000 Problem.

PUBLIC DISTRIBUTION
During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above or to selected
dealers who are members of the National Association of Securities Dealers, Inc.
at a concession not in excess of the maximum sales charge. The Sponsors intend
to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc.. The Sponsors do not intend to
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.
UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters will be entitled to receive sales
charges; each Underwriters' interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units. The
Sponsors also realize a profit or loss on deposit of the Securities equal to the
difference between the cost of the Securities to the Portfolio (based on the
aggregate value of the Securities on their date of deposit) and the purchase
price of the Securities to the Sponsors plus commissions payable by the
Sponsors. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Securities it deposits in the Portfolio which were acquired from
underwriting syndicates of which it was a member. During the initial offering
period, the Underwriting Account also may realize profits or sustain losses as a
result of fluctuations after the initial date of deposit in the Public Offering
Price of the Units. In maintaining a secondary market for Units, the Sponsors
will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units and the prices at which they resell
these Units (which include the sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.
PERFORMANCE INFORMATION
Total returns, average annualized returns or cumulative returns for various
periods of the current or one or more prior Select Intrinsic Value Portfolios
may be included from time to time in advertisements, sales literature and
reports to current and prospective investors. Total return shows changes in unit
price during the period plus reinvestment of dividends and capital gains,
divided by the maximum public offering price. Average annualized returns show
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<PAGE>
the average return for stated periods for longer than a year. Figures reflect
deduction of all Portfolio expenses and, unless otherwise stated, the maximum
sales charge. No provision is made for any income taxes payable. Investors
should bear in mind that this represents past performance and is no assurance of
the future results of any current or future Portfolio.
Past performance of any series may not be indicative of results of future
series. Fund performance may be compared to the performance of the DJIA, the S&P
500 Composite Price Stock Index, the S&P MidCap 400 Index, the S&P 500/Barra
Growth Index, the average growth mutual fund or performance data from
publications such as Lipper Analytical Services, Inc., Morningstar Publications,
Inc., Money Magazine, The New York Times, U.S. News and World Report, Barron's,
Business Week, CDA Investment Technology, Inc., Forbes Magazine or Fortune
Magazine.
DEFINED ASSET FUNDS
For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is generally fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement, or regular current income consistent with the preservation of
principal. Unit investment trusts are particularly suited for investors who
prefer to seek long-term profits by purchasing and holding investments, rather
than through active trading. Few individuals have the knowledge, resources or
capital to buy and hold a diversified portfolio on their own; it would generally
take a considerable sum of money to obtain the breadth and diversity that
Defined Asset Funds offer. Your investment objectives may call for a combination
of Defined Asset Funds.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
Investors may pursue investment growth to meet long-term goals. But they
are faced with decisions of selecting stock groups, choosing individual stocks,
determining when to buy and sell and how to reinvest sales proceeds. Growth
stocks--those whose price is expected to appreciate above average usually
because of superior growth in earnings per share--can be difficult to select
successfully because their prices tend to be more volatile than more established
stocks and, by the time they are discovered by ordinary investors, their prices
may have already increased beyond attractive levels or may be susceptible to
dramatic declines if actual performance is less than anticipated. The Standard &
Poor's Intrinsic Value Portfolio, through the screening process to identify
stocks with superior prospects for earnings growth, seeks to provide definition
and discipline, and to avoid emotional reactions, in growth stock investing.
This approach looks for 'discounted' growth stocks that may otherwise be
overlooked.
EXCHANGE OPTION
You may exchange Fund Units for units of other Select or Focus Series or
certain other selected Equity Investor Series with one-or two-year terms and a
combination of initial and deferred sales charges. Select and Focus Portfolios
have a sales charge for first-time investors of 1% initially and annual deferred
sales charges of $17.50 per 1,000 units. On exchanges, the initial sales charge
is waived and units are acquired subject to any remaining deferred sales
charges. Investors can also exchange units of those Portfolios and similar
series of unaffiliated equity unit investment trusts for Portfolio Units,
subject only to the Portfolio's remaining deferred sales charges. In the future,
the Exchange Option may be extended to other series and types of trusts with
similar sales charge structures.
To make an exchange, you should contact your financial professional to find
out what suitable exchange funds are available and to obtain a prospectus. You
may acquire units of only those exchange funds in which the Sponsors are
maintaining a market and which are lawfully for sale in the state where you
reside. An exchange is a taxable event normally requiring recognition of any
gain or loss on the units exchanged. However, the Internal Revenue Service may
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<PAGE>
seek to disallow a loss if the portfolio of the units acquired is not materially
different from the portfolio of the units exchanged; you should consult your own
tax adviser. If the proceeds of units exchanged are insufficient to acquire a
whole number of exchange fund units, you may pay the difference in cash (not
exceeding the price of a single unit acquired).
As the Sponsors are not obligated to maintain a market in any series, there
can be no assurance that units can be exchanged. The Exchange Option may be
amended or terminated at any time without notice.
SUPPLEMENTAL INFORMATION

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

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Defined
Asset FundsSM

SPONSORS:
Merrill Lynch, EQUITY INVESTOR FUND
Pierce, Fenner & Smith IncorporatedSELECT SERIES
Defined Asset Funds STANDARD & POOR'S
P.O. Box 9051 INTRINSIC VALUE PORTFOLIO

Princeton, NJ 08543-9051 1998 SERIES B

(609) 282-8500
Smith Barney Inc. This Prospectus does not contain all of the
Unit Trust Department information with respect to the investment
388 Greenwich Street--23rd Floor company set forth in its registration
New York, NY 10013 statement and exhibits relating thereto which
(212) 816-4000 have been filed with the Securities and
PaineWebber Incorporated Exchange Commission, Washington, D.C. under
1200 Harbor Blvd. the Securities Act of 1933 and the Investment
Weehawken, NJ 07087 Company Act of 1940, and to which reference
(201) 902-3000 is hereby made. Copies of filed material can
Dean Witter Reynolds Inc. be obtained from the Public Reference Section
Two World Trade Center--59th Floor of the Commission, 450 Fifth Street, N.W.,
New York, NY 10048 Washington, D.C. 20549 at prescribed rates.
(212) 392-2222 The Commission also maintains a Web site that
TRUSTEE: contains information statements and other

The Bank of New York information regarding registrants such as
Unit Investment Trust Department Defined Asset Funds that file electronically
Box 974--Wall Street Division with the Commission at http://www.sec.gov.
New York, NY 10268-0974 ------------------------------
1-800-221-7771 No person is authorized to give any

information or to make any representations
with respect to this investment company not
contained in its registration statement and
exhibits relating thereto; and any
information or representation not contained
therein must not be relied upon as having
been authorized.
------------------------------
When Units of this Fund are no longer
available or for investors who may reinvest
into subsequent Intrinsic Value Portfolios,
this Prospectus may be used as a preliminary
prospectus for a future series, and investors
should note the following:
Information contained herein is subject to
amendment. A registration statement relating
to securities of a future series has been
filed with the Securities and Exchange
Commission. These securities may not be sold
nor may offers to buy be accepted prior to
the time the registration statement becomes
effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer,
solicitation or sale would be unlawful prior
to qualification under the securities laws of
any such State.

70103--8/98

<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

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

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

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

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

Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085
Smith Barney Inc. .............................. 13-1912900
PaineWebber Incorporated........................ 13-2638166
Dean Witter Reynolds Inc. ...................... 94-0899825

The Bank of New York, Trustee................... 13-4941102

II-1
<PAGE>
SERIES OF EQUITY INCOME FUND, EQUITY INVESTOR FUND,

MUNICIPAL INVESTMENT TRUST FUND

AND DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Equity Income Fund, Select Growth Portfolio--1995 Series.... 33-51985
Equity Income Fund, Concept Series Real Estate Income
Fund........................................................ 33-51869
Equity Income Fund, Select Ten Portfolio--1995 Winter
Series...................................................... 33-55811
Equity Income Fund, Select Ten Portfolio--1995 Spring
Series...................................................... 33-55807
Equity Investor Fund, Select Ten Portfolio 1997 Series A.... 333-15193
Defined Asset Funds Municipal Insured Series................ 33-54565

Municipal Investment Trust Fund Multistate Series--325...... 333-50907

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

1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select S&P Industrial Portfolio--1997 Series A, Defined
Asset Funds, Reg. No. 33-05683).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their names under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Equity Income Fund, Select Ten Portfolio
1996 International Series B (United Kingdom and Japan Portfolios),
1933 Act File No. 33-00593).

R-1
<PAGE>
SIGNATURES

The registrant hereby identifies the series numbers of Equity Income Fund,
Equity Investor Fund, Municipal Investment Trust Fund and Defined Asset Funds
Municipal Insured Series listed on page R-1 for the purposes of the
representations required by Rule 487 and represents the following:

1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the series with respect to which this registration statement is
being filed, this registration statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 10TH DAY OF
AUGUST, 1998.

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

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

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

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

JAMES DIMON
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 2-61279

MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

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

RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6

<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
AUGUST 10, 1998

EQUITY INVESTOR FUND,
SELECT SERIES STANDARD & POOR'S INTRINSIC VALUE PORTFOLIO 1998 SERIES B
DEFINED ASSET FUNDS
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS, INC.

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

Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Equity Investor Fund, Select Series Standard & Poor's Intrinsic Value 1998
Series B, Defined Asset Funds (the 'Fund'), in connection with the issuance of
units of fractional undivided interest in the Fund (the 'Units') in accordance
with the Trust Indenture relating to the Fund (the 'Indenture').

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

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

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

Very truly yours,

DAVIS POLK & WARDWELL

<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of Equity Investor Fund
Select Series, Standard & Poor's Intrinsic Value Portfolio 1998 Series B
Defined Asset Funds
We consent to the use in this Registration Statement No. 333-55787 of our
opinion dated August 10, 1998, relating to the Statement of Condition of Equity
Investor Fund Select Series Standard & Poor's Intrinsic Value Portfolio 1998
Series B, Defined Asset Funds and to the reference to us under the heading
'Miscellaneous--Auditors' in the Prospectus which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, N.Y.
August 10, 1998

<ARTICLE> 6
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<PERIOD-END> AUG-13-1998
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<RECEIVABLES> 0
<ASSETS-OTHER> 1,278
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</TABLE>