EQUITY INVESTOR FD FOCUS SER HEALTH CARE PORT 3 DEF ASSET FD, 487, 1998-04-09

EQUITY INVESTOR FD FOCUS SER HEALTH CARE PORT 3 DEF ASSET FD
487, 1998-04-09

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998
REGISTRATION NOS. 333-46977
333-46981

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
FOCUS SERIES
HEALTH CARE PORTFOLIO 3
(FORMERLY FOCUS SERIES 2)
FINANCIAL PORTFOLIO 2
(FORMERLY FOCUS SERIES 4)
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
C. COMPLETE ADDRESSES OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051

D. NAMES AND COMPLETE ADDRESSES OF AGENT FOR SERVICE:

TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 COPIES TO:
PIERRE DE SAINT PHALLE,
ESQ.
450 LEXINGTON AVENUE
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 shall become
effective upon filing on April 9, 1998 pursuant to Rule 487.

EQUITY INVESTOR FUND The objective of each of these Defined Funds is
FOCUS SERIES capital appreciation by investing for a period of
HEALTH CARE PORTFOLIO 3 about two years in a portfolio consisting of
FINANCIAL PORTFOLIO 2 common stocks in the health care or financial
(UNIT INVESTMENT sector. These stocks are considered by analysts in
TRUSTS) the Merrill Lynch Global Research and Economics
- ------------------------------group to be among the most attractive in the
health care and financial sectors.
The Portfolios are designed for investors who want
to invest a portion of their equity portfolio in
the health care or financial sector, with the
opportunity to change the focus of their equity
investment by exchanging their units into units of
certain other equity Defined Funds at a reduced
sales charge if their views on their investment
change. The Portfolios are not appropriate
investments for investors seeking preservation of
capital or a high level of current income. Since
all of the stocks in each Portfolio are in a
single sector, the Portfolios are not designed to
be a complete equity investment program.
The value of units will fluctuate with the value
of the common stocks in the applicable Portfolio
and there can be no assurance that the Portfolios
will achieve their objective.
You may invest in Units of one or both Portfolios.
Minimum purchase: $250 per Portfolio.

-------------------------------------------------
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
OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Inquiries should be directed to the Trustee at
SPONSOR: 1-800-221-7771.
Merrill Lynch, Prospectus dated April 9, 1998.
Pierce, Fenner & Smith INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Incorporated 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.

- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00
The Public Offering Price as of April 8, 1998, the business day prior to the
initial date of deposit, is based on the aggregate value of the underlying
securities and any cash held to purchase securities, divided by the number of
units outstanding times 1,000, plus the initial sales charge. Units offered on
the Initial Date of Deposit will also be priced at $1,000 per 1,000 Units
although the aggregate value of the underlying securities, cash amount and
number of Units may vary. The Public Offering Price on any subsequent date will
vary. The underlying securities are valued by the Trustee on the basis of their
closing sale prices at 4:00 p.m. Eastern time on every business day.
SALES CHARGES
You will pay an initial sales charge of about 1.0%. In addition, seven monthly
deferred sales charges of $2.50 per 1,000 units ($17.50 annually) will be
deducted from the Portfolio's net asset value each year of the Portfolio's
two-year life (September, 1998 through March 1, 1999 and May 1, 1999 through
November 1, 1999). This deferred method of payment keeps more of your money
invested over a longer period of time. The sales charge is reduced on purchases
of $50,000 or more as shown in Part B. (See How To Buy Units--Public Offering
Price.) If you exchange units for units of another Focus or Select Series or
certain other Equity Investor Series or roll the proceeds of your investment
into a new portfolio, you will not be subject to the 1.0% initial charge.
Although these are unit investment trusts rather than a mutual funds, 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. On a
$1,000 investment for 1,000 Units, you will pay the following charges:

As a %
of Initial Public
Offering Price
-----------------
Initial Sales Charge 1.00%
Deferred Sales Charge per Year 1.75%
Maximum Sales Charge 4.50%
Maximum Sales Charge on Reinvested Dividends 3.50%

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 April 8, 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 annual deferred sales charge which
declines over each year of the Portfolio ($17.50 initially). If you redeem or
sell your units before March 1, 1999, you will pay only the balance of any
deferred sales charge remaining for the first year. If you redeem or sell your
units on or after May 1, 1999, you will pay the remaining balance of the
deferred sales charge for the second year. After the initial offering period,
the repurchase and cash redemption prices for units may be reduced to reflect
the estimated costs of liquidating securities to meet the redemption. If you
reinvest in a 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.

REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of a Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. Reinvesting helps to compound your income for a greater total
return.
A-2
<PAGE>
EXCHANGE OPTION

You may exchange your units of these Portfolios for units of any other Focus or
Select Series, or certain selected Equity Investor Series, any time prior to
termination of these Portfolios. If you continue to hold your units, when these
Portfolios are about to be liquidated you may have the option to roll your
proceeds into the next Focus or Select Series, if one is available. If you
notify your financial professional by April 5, 2000, for the Financial Portfolio
and by April 6, 2000, for the Health Care Portfolio, your units will be redeemed
and your proceeds will be reinvested in units of the next Portfolio, if
available. If you decide not to roll over your proceeds, you will receive a cash
distribution after termination. Of course you can sell or redeem your Units at
any time prior to termination.
TAXES
Distributions which are taxable as ordinary income to investors will constitute
dividends for Federal income tax purposes and may, subject to certain
limitations, be eligible for the dividends-received deduction for certain
corporations (see Taxes in Part B).
Noncorporate investors who have held their units for more than 18 months may be
entitled to a 20% maximum federal tax rate for gains from the sale of these
units. Certain dividends from the Portfolio may be designated as either 20% or
28% distributions, which individual investors may be entitled to treat as
long-term gain in the 20% or 28% groups respectively.
Foreign investors should be aware that distributions will generally be subject
to information reporting and withholding taxes. (See Taxes in Part B.)

TAX BASIS REPORTING
The proceeds received when you sell your investment will reflect the deduction
of the deferred sales charge. In addition, the annual statement and the relevant
tax reporting forms you receive at year-end will be based on the amount paid to
you (not including the deferred sales charge.) Accordingly, you should not
increase your basis in your units by the deferred sales charge.
MANDATORY TERMINATION DATE

The Portfolios will terminate by May 5, 2000. The final distribution will be
made within a reasonable time afterward. A Portfolio may be terminated earlier
if its value is less than 40% of the value of the securities when deposited.
SPONSOR'S PROFIT OR LOSS
The Sponsor's profit or loss from each Portfolio will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units, a gain or loss on the initial deposit of the securities
and a gain or loss on subsequent deposits of securities (see Sponsor's and
Underwriters' Profits in Part B).
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------
Each Portfolio is concentrated in common stocks of issuers in a single industry
and is therefore subject to certain risks associated with that industry. The
Portfolios are not designed to be a complete equity investment program. (See
Risk Factors in Part B.) The Portfolios are not appropriate for investors who
are unable or unwilling to assume the risk involved generally with an equity
investment and who are seeking preservation of capital or high current income.

There can be no assurance that a Portfolio will meet its objective over its
two-year life or that Merrill Lynch research analysts will continue to recommend
investment in the healthcare and financial sectors or in a Portfolio's stocks
over the Portfolio's two-year life.

Unlike a mutual fund, the Portfolios are not actively managed and the Sponsor
receives no management fee. Therefore, the adverse financial condition of an
issuer, changes in research analysts' opinions or any market movement in the
price of a security will not require the sale of securities from a Portfolio or
mean that the Sponsor will not continue to purchase the security in order to
create additional Units; however, the Sponsor may instruct the Trustee to sell
securities under certain limited circumstances. (See Portfolio Supervision in
Part B.)
Unit price fluctuates with the value of a Portfolio, which could be affected by
changes in the financial condition of the issuers, changes in the relevant
industry, the impact of the Sponsor's purchase and sale of securities for the
Portfolio, movements in stock prices generally and other factors. Additionally,
equity markets have been at historically high levels and no assurance can be
given that these levels will continue. (See Risk Factors in Part B.)

A-3
<PAGE>

- ----------------------------------------------------------------
Defining Your Health Care
Portfolio
- ----------------------------------------------------------------
The Portfolio contains 27 common stocks in the health care sector selected by
the Sponsor for capital appreciation. At the end of approximately two years the
Portfolio will be liquidated and a new Focus Portfolio may be selected. The
Sponsor reserves the right, however, not to offer a new portfolio.
The common stocks in the Portfolio are considered by the Merrill Lynch Global
Research and Economics group to be among the most attractive in the health care
sector. (See Portfolio Description in Part B.)
If your view of the health care sector changes you may exchange Units of this
Portfolio for Units of other Focus or Select Series or certain other Selected
Equity Investor Series.
The Portfolio is concentrated in health care stocks although it is diversified
among various health care industry groups.
Based upon the principal business of each issuer and current market values, the
following health care industry groups are represented in the Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Pharmaceuticals 26%
/ / Biotechnology 15
/ / Medical Technology 14
/ / Health Maintenance Organizations 12
/ / Specialty Services 11
/ / Hospital Management 8
/ / Long Term Care 7
/ / Physician Practice Management 4
/ / Medical Information Systems 3

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 .045% $ 0.45
Organizational Expenses .144% $ 1.43
Other Operating Expenses .050% $ 0.49
----------------- --------------
TOTAL .330% $ 3.27

This Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states, and the initial audit of the Portfolio--as is common for mutual
funds.
COSTS OVER TIME
You would pay the following cumulative expenses on a $1,000 investment, assuming
5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 3 Years 5 Years 10 Years
$31 $75 $122 $250

Although the Portfolio has a term of only two years and is a unit investment
trust rather than a mutual fund, this information is presented to permit a
comparison of fees, assuming the investment is rolled over 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. The
cost of liquidating Securities to meet redemptions is currently estimated at
$0.84 per 1,000 units.

ANNUAL INCOME DISTRIBUTIONS
You will receive distributions of any dividend income, net of expenses, on the
25th day of December 1998 and December 1999, if you own Units on the 10th of
those months.
In order to meet certain tax requirements, a special distribution of income
including capital gains may be declared for investors of record as of a date in
December, which special distribution will generally be paid after the end of the
Trust's taxable year.

A-4
<PAGE>

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Defined Health Care Portfolio
- --------------------------------------------------------------------------------
Equity Investor Fund
Focus Series
Health Care Portfolio 3 April 9, 1998
Defined Asset Funds

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

1. Abbott Laboratories ABT 200 3.47% $ 75.8750 $ 15,175.00
2. Alza Corporation AZA 350 3.62 45.2500 15,837.50
3. Boston Scientific Corporation BSX 250 3.94 69.0000 17,250.00
4. Bristol-Meyers Squibb Company BMY 150 3.57 104.0625 15,609.38
5. Centocor, Inc. CNTO 400 3.74 40.9375 16,375.00
6. Elan Corporation* ELN 250 3.54 62.0625 15,515.62
7. Eli Lilly and Company LLY 250 3.70 64.8125 16,203.12
8. Genentech, Inc. GNE 250 4.00 70.1250 17,531.25
9. Genesis Health Ventures, Inc. GHV 600 3.61 26.3750 15,825.00
10. Guidant Corporation GDT 200 3.38 73.8750 14,775.00
11. HBO & Company HBOC 250 3.38 59.2500 14,812.50
12. Health Care and Retirement
Corporation HCR 400 3.99 43.6250 17,450.00
13. Health Management Associates HMA 550 3.72 29.6250 16,293.75
14. Healthsouth Corporation HRC 600 3.93 28.6875 17,212.50
15. Humana, Inc. HUM 650 3.93 26.5000 17,225.00
16. IDEC Pharmaceuticals
Corporation IDPH 400 3.75 41.0000 16,400.00
17. Johnson & Johnson JNJ 200 3.37 73.6875 14,737.50
18. MedImmune, Inc. MEDI 300 3.70 54.0000 16,200.00
19. Omnicare, Inc. OCR 400 3.50 38.2500 15,300.00
20. Pfizer, Inc. PFE 150 3.38 98.7500 14,812.50
21. PhyCor, Inc. PHYC 750 3.72 21.6875 16,265.62
22. Schering-Plough Corporation SGP 200 3.76 82.2500 16,450.00
23. Tenet Healthcare Corporation THC 450 3.93 38.2500 17,212.50
24. Total Renal Care Holdings TRL 500 3.56 31.1250 15,562.50
25. United Healthcare Corporation UNH 250 3.92 68.6875 17,171.88
26. Warner-Lambert Company WLA 100 4.05 177.4375 17,743.75
27. Wellpoint Health Networks Inc. WLP 250 3.84 67.1875 16,796.88
--------------- ----------------
100.00% $ 437,743.75
--------------- ----------------
--------------- ----------------
</TABLE>

- ------------------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on April 8, 1998, the initial date of deposit. The value of
the securities on any subsequent date will vary. Loss to the Sponsor on
deposit of the Securities was $360.00.
* American Depositary Receipts (see Risk Factors--Foreign Issuers in Part B.)
------------------------------------
The securities were acquired on April 8, 1998 and are represented entirely by
contracts to purchase the securities. The Sponsor may have acted as underwriter,
manager or comanager of a public offering of the securities in this Portfolio
during the last three years. Affiliates of the Sponsor may serve as specialists
in the securities in this Portfolio 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
the Sponsor may be an officer or director of one or more of the issuers of
securities in the Portfolio. The Sponsor may trade for its own account as an
odd-lot dealer, market maker, block positioner or arbitrageur in any of the
securities or in options on them. The Sponsor, its affiliates, directors,
elected officers and employee benefits programs may have either a long or short
position in any securities or in options on them.

A-5
<PAGE>

- ----------------------------------------------------------------
Defining Your Financial
Portfolio
- ----------------------------------------------------------------
The Portfolio contains 30 common stocks in the financial sector selected by the
Sponsor for capital appreciation. At the end of approximately two years the
Portfolio will be liquidated and a new Focus Portfolio may be selected. The
Sponsor reserves the right, however, not to offer a new portfolio.
The common stocks in the Portfolio are considered by the Merrill Lynch Global
Research and Economics group to be among the most attractive in the financial
sector. (See Portfolio Description in Part B.)
If your view of the financial sector changes you may exchange Units of this
Portfolio for Units of other Focus or Select Series or certain other Selected
Equity Investor Series.
The Portfolio is concentrated in stocks of banks and financial services
companies. Based upon the principal business of each issuer and current market
values, the following financial industry groups are represented in the
Portfolio:
APPROXIMATE
PORTFOLIO PERCENTAGE
/ / Banks 30%
/ / Financial Services 26
/ / Property & Casualty Insurance 14
/ / Life & Annuity Insurance 10
/ / Equity REITs 10
/ / Thrifts 10

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a % Amount per
of Net Assets 1,000 Units
----------------- --------------
Trustee's Fee .087% $ 0.86
Portfolio Supervision,
Bookkeeping and Administrative
Fees .045% $ 0.45
Organizational Expenses .071% $ 0.71
Other Operating Expenses .025% $ 0.24
----------------- --------------
TOTAL .228% $ 2.26

1 Year 3 Years 5 Years 10 Years
$30 $72 $116 $240

Although the Portfolio has a term of only two years and is a unit investment
trust rather than a mutual fund, this information is presented to permit a
comparison of fees, assuming the investment is rolled over 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 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. The costs of liquidating
securities to meet the redemptions is currently estimated at $0.90 per 1,000
units.
QUARTERLY INCOME DISTRIBUTIONS
You will receive distributions of any dividend income, net of expenses, on the
25th day of June, September, December and February commencing June 25, 1998, if
you own Units on the 10th of those months.
In order to meet certain tax requirements, a special distribution of income
including capital gains may be declared for investors of record as of a date in
December, which special distribution will generally be paid after the end of the
Trust's taxable year.

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

Equity Investor Fund
Focus Series
Financial Portfolio 2 April 9, 1998
Defined Asset Funds

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

1. Affiliated Managers Group, Inc. AMG 400 3.21% $ 34.7500 $ 13,900.00
2. Allstate Corporation ALL 150 3.25 93.6875 14,053.12
3. The Bank of New York Company,
Inc. BK 250 3.63 62.8125 15,703.12
4. Capital One Financial
Corporation COF 150 2.99 86.3125 12,946.87
5. Chubb Corporation CB 200 3.72 80.5000 16,100.00
6. Citicorp CCI 100 3.81 164.8750 16,487.50
7. CMAC Investment Corporation CMT 250 3.66 63.3125 15,828.13
8. FirstPlus Financial Group, Inc. FP 300 3.20 46.1875 13,856.25
9. Fleet Financial Group, Inc. FLT 150 2.92 84.2500 12,637.50
10. Franklin Resources, Inc. BEN 250 3.10 53.5625 13,390.63
11. Golden State Bancorp Inc. GSB 350 3.30 40.8125 14,284.38
12. Golden West Financial
Corporation GDW 150 3.30 95.0625 14,259.38
13. Household International, Inc. HI 100 3.23 139.6875 13,968.75
14. MBNA Corporation KRB 400 3.34 36.0625 14,425.00
15. Mellon Bank Corporation MEL 200 3.10 66.9375 13,387.50
16. National Commerce
Bancorporation NCBC 350 3.48 43.0000 15,050.00
17. NationsBank Corporation NB 200 3.43 74.2500 14,850.00
18. Newcourt Credit Group Inc.+ NCT 300 3.47 50.0625 15,018.75
19. Norwest Corporation NOB 350 3.34 41.2500 14,437.50
20. Post Properties, Inc. PPS 350 3.31 40.9375 14,328.13
21. Protective Life Corporation PL 450 3.56 34.2500 15,412.50
22. Republic New York Corporation RNB 100 3.14 136.0000 13,600.00
23. Security Capital Group
Incorporated (Class B) SCZ/B 500 3.58 30.9375 15,468.75
24. Security Capital Pacific Trust PTR 650 3.43 22.8125 14,828.13
25. Torchmark Corporation TMK 300 3.27 47.1250 14,137.50
26. Travelers Property Casualty
Corp. TAP 350 3.54 43.7500 15,312.50
27. U.S. Bancorp USB 100 2.87 124.2500 12,425.00
28. UNUM Corporation UNM 250 3.19 55.1250 13,781.25
29. Vesta Insurance Group, Inc. VTA 250 3.26 56.3750 14,093.75
30. Washington Mutual, Inc. WAMU 200 3.37 72.9063 14,581.25
--------------- ----------------
100.00% $ 432,553.14
--------------- ----------------
--------------- ----------------
</TABLE>

- ------------------------------------
(1) Based on Cost to Portfolio.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on April 8, 1998, the initial date of deposit. The value of
the securities on any subsequent date will vary. Loss to the Sponsor on
deposit of the Securities was $377.50
+ This is a Canadian corporation. The current annual dividends per share, if
any, will be subject to withholding tax.
------------------------------------
The securities were acquired on April 8, 1998 and are represented entirely by
contracts to purchase the securities. The Sponsor may have acted as underwriter,
manager or comanager of a public offering of the securities in this Portfolio
during the last three years. Affiliates of the Sponsor may serve as specialists
in the securities in this Portfolio 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
the Sponsor may be an officer or director of one or more of the issuers of
securities in the Portfolio. The Sponsor may trade for its own account as an
odd-lot dealer, market maker, block positioner or arbitrageur in any of the
securities or in options on them. The 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 Sponsor, Trustee and Holders of Equity Investor Fund, Focus Series, (Health
Care Portfolio 3 and Financial Portfolio 2), Defined Asset Funds (the
'Portfolios'):
We have audited the accompanying statements of condition and the related
portfolios included in the prospectus of the Portfolios as of April 9, 1998.
These financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of the irrevocable letters of credit deposited for the purchase of
securities, as described in the statements 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Portfolios as of April 9,
1998 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
April 9, 1998
STATEMENTS OF CONDITION AS OF APRIL 9, 1998
TRUST PROPERTY

HEALTH CARE FINANCIAL
PORTFOLIO PORTFOLIO
-------------------- --------------------
<S> <C> <C>

Investments--Contracts to purchase Securities(1).........$ 437,743.75 $ 432,553.14
Organizational Costs(2).................................. 57,200.00 77,550.00
-------------------- --------------------
Total.........................................$ 494,943.75 $ 510,103.14
-------------------- --------------------
-------------------- --------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2)...................................$ 57,200.00 $ 77,550.00
-------------------- --------------------
Subtotal...............................................$ 57,200.00 $ 77,550.00
-------------------- --------------------
Interest of Holders of fractional undivided interest
outstanding (Health Care Portfolio -- 442,165 Units,
Financial Portfolio -- 436,922 Units)(3):
Cost to investors(4)...................................$ 442,165.00 $ 436,922.00
Gross underwriting commissions(5)...................... (4,421.25) (4,368.87)
-------------------- --------------------
Subtotal...............................................$ 437,743.75 $ 432,553.14
-------------------- --------------------
Total.........................................$ 494,943.75 $ 510,103.14
-------------------- --------------------
-------------------- --------------------
</TABLE>

- ---------------
(1) Aggregate cost to each Portfolio of the securities listed under
Defined Portfolio determined by the Trustee at 4:00 p.m., Eastern time on April
8, 1998. The contracts to purchase securities are collateralized by irrevocable
letters of credit which have been issued by DBS Bank, New York Branch, in the
amount of $871,034.39 and deposited with the Trustee. The amount of the letters
of credit includes $870,296.89 for the purchase of securities.
(2) This represents a portion of each Portfolio's organizational
costs, which will be deferred and amortized over the life of the Portfolio.
Organizational costs have been estimated based on projected total assets of $150
million. To the extent a Portfolio is larger or smaller, the estimate may vary.
(3) Because the value of securities at the evaluation time on the
Initial Date of Deposit may differ from the amounts shown in these statements of
condition, the number of Units offered on the Initial Date of Deposit will be
adjusted from the initial number of Units to maintain the $1,000 per 1,000 Units
offering price.
(4) Aggregate public offering price computed on the basis of the
value of the underlying securities at 4:00 p.m., Eastern time on April 8, 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 $17.50 per 1,000 Units
is payable each year ($2.50 per 1,000 Units monthly September 1 1998 - March 1
1999 and May 1 1999 - November 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 Sponsor will be satisfied.

A-8
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B

EQUITY INVESTOR FUND FOCUS SERIES, HEALTH CARE AND FINANCIAL PORTFOLIOS

FURTHER INFORMATION REGARDING THE PORTFOLIOS 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.................................. 2
HOW TO BUY UNITS.............................. 7
HOW TO REDEEM OR SELL UNITS................... 8
EXCHANGE OPTION............................... 9
INCOME, DISTRIBUTIONS AND REINVESTMENT........ 10
PORTFOLIO EXPENSES............................ 11
TAXES......................................... 11
RECORDS AND REPORTS........................... 13
TRUST INDENTURE............................... 14
MISCELLANEOUS................................. 14
SUPPLEMENTAL INFORMATION...................... 16

PORTFOLIO DESCRIPTION
These Portfolios seek capital appreciation by acquiring and holding for
about two years certain equity securities of companies in the health care and
financial industries, respectively. The Securities were identified by the
Merrill Lynch Global Research and Economics group as among the most attractive
stocks in various groups within the health care and financial sectors. The
Merrill Lynch Global Research and Economics group concentrates on specific
companies by industry. The stocks were also reviewed by Defined Asset Funds for
liquidity and market capitalization. Sales literature and advertising materials
about the Portfolios may include descriptions of the issuers' business and
opinions of Merrill Lynch research analysts about the stocks selected.
Investors should be aware that a Portfolio may not be able to buy each
Security at the same time because of availability of the Security, any purchase
restrictions applicable to the Portfolio 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 each Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security. Following the initial date of deposit the Sponsor may deposit
additional Securities in order to create new Units, maintaining to the extent
practicable that original proportionate relationship. 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 of each Portfolio 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, a Portfolio will try
to purchase Securities as close to the evaluation time or at prices as close to
the evaluated prices as possible. A Portfolio may also enter into program trades
with unaffiliated broker/dealers, which may have the effect of increasing
brokerage commissions, while reducing market risk.

1
<PAGE>
PORTFOLIO SUPERVISION

The Portfolios follow an investment strategy that buys stocks and generally
holds them for two years, 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 Sponsor 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. While the Portfolios are not actively managed,
they are regularly reviewed and evaluated and Securities may be sold in the case
of 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 make retention of the Security detrimental to the interest of
investors or if the disposition of these Securities is necessary in order to
enable a Portfolio to make distributions of the Portfolio's capital gain net
income or desirable in order to maintain the qualification of the Portfolio as a
regulated investment company under the Internal Revenue Code. Securities can
also be sold to meet redemption of Units. In selling Securities a Portfolio will
attempt to minimize any current tax liability for current investors. The Sponsor
is also authorized to direct the reinvestment of the proceeds of the sale of
Securities, as well as moneys held to cover the purchase of Securities pursuant
to contracts which have failed, in additional Securities, including U.S.
Treasury Securities. A Portfolio may continue to hold a Security and purchase
additional shares even though the research analyst's opinion or the assessment
of a Security or sector 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 a Portfolio 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. The rights of holders of common stocks to receive payments
from the issuer are generally inferior to the rights of creditors of, or holders
of debt obligations or preferred stocks issued by, the issuer. Moreover, because
common stocks do not represent an obligation of the issuer they do not offer any
assurance of income or provide the degree of protection of capital provided by
debt securities. Common stocks in general are susceptible to general stock
market movements and to volatile increases and decreases in value as market
confidence in and perceptions of 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 Sponsor 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. There can be no
assurance that a Portfolio will be effective in achieving its objective over its
two-year life or that any future portfolios selected through this process during
consecutive periods would meet their objectives. The Portfolios are not designed
to be a complete investment program.

THE HEALTH CARE INDUSTRY
The companies represented in the Health Care Portfolio face numerous risks.
Most health care companies are extensively regulated. All are subject to extreme
cost-containment pressures and competition. As a result, they may not be able to
raise prices for their products or services, or may experience price declines.
They are required to spend vast amounts of capital to keep pace with
technological innovation. These constraints affect the various health care
sectors in the Portfolio in specific ways. Strategic alliances are being formed
by pharmaceutical companies, biotechnology companies, medical technology
companies, HMOs and hospitals as well as other health care companies to reduce
costs and benefit from economies of scale. The inability to form these alliances
on favorable terms or to compete with other alliances could adversely affect a
company's profits and the price of its securities.
Many problems faced by pharmaceutical companies, biotechnology companies
and medical technology companies typify those faced by the health care industry
in general. These companies are regulated by the federal Food and Drug
Administration (the 'FDA'). The FDA regulates the development, manufacture and
marketing of all drugs and medial products. Before a product can be sold it must
receive FDA approval, a long and very costly process. The cost of marketing a
drug is increasing while at the same time it is becoming increasingly difficult
to recoup that cost. Future trends in drug pricing remain unclear. HMOs and
other third-party payors are gaining power and demanding larger discounts.
Pharmaceutical companies must devote large amounts of risk capital to research
and development in order to develop new and unique drugs with patent protection
from generic substitutes and other competitors. Pharmaceutical companies,
biotechnology companies and medical technology companies also face the risk of
large product

2
<PAGE>

liability suits and consequently expensive liability insurance. Moreover,
several pharmaceutical companies are currently involved in litigation in
connection with alleged price fixing. Finally, technological change is becoming
increasingly rapid and products tend to become obsolete more quickly than
before.
Medical technology companies face the risk that hospitals will reduce
spending on supplies and devices to maximize profits. (See Health Care Reform
below.) Medical technology companies must invest significant capital in research
and development to remain competitive. Hospitals are also increasingly demanding
discounts and that pressure may continue to grow as hospitals consolidate.
Hospital management companies are subject to extensive regulation on
federal, state and local levels. Many states require hospital management
companies to submit their financial statements for review and some even regulate
the rates they charge. When treatment costs are reimbursed by third parties such
as Medicare or Medicaid, hospitals have to work within the discipline of the
prospective payment system and also face more specific cost-containment
measures. Many hospital management companies have recently consolidated. The
success of the consolidated companies is dependant upon the ability to
successfully integrate management and policy to take advantage of economies of
scale. The effort to reduce costs has resulted in a movement away from more
expensive inpatient treatment to treatment on an out-patient basis or in
specialized facilities. The increase in managed care facilities has
significantly decreased the demand for traditional hospital care. This has
reduced bed-occupancy rates in the large general hospitals and affected revenues
adversely.
Hospitals may be adversely affected by competitive pressure to consolidate.
There can be no assurance that hospitals will be able to make profitable
acquisitions. Hospitals may be subject to federal, state or insurer inquiries or
investigations, which may lead to sanctions. Hospitals also face the risk of
large liability suits and must carry expensive liability insurance and maintain
loss reserves, which may not be sufficient to cover claims. To the extent
hospital management companies are adversely impacted by any of the foregoing,
services companies and medical technology companies would also be affected
adversely.
While the biotechnology companies in the Portfolio are among the more
established in their field, the biotechnology industry in general is an emerging
growth industry. They are regulated by the FDA to the same extent as traditional
pharmaceutical companies. As emerging growth companies, they may be thinly
capitalized and more susceptible to general market fluctuations than companies
with greater capitalization. Earnings are generally retained to finance the
company's expansion and thus no dividends may be paid and additional capital may
be required to market new products on a commercial basis. The biotechnology
companies may also be dependent for their revenues upon only a few products and
upon larger pharmaceutical companies (who may be their competitors) to produce
and market their products. This dependence upon a limited range of products
increases the problems that would be caused by product obsolescence, a risk that
is greater in a rapidly developing area like biotechnology.
HMOs are subject to federal and state regulation which adds to the cost of
health care coverage. Specifically, states are beginning to raise concern about
how HMOs try to control pharmaceutical costs. Most states require HMOs to
provide periodic financial reports and some even require HMOs to maintain
minimum reserve requirements. In 1998, 21 states will decide whether consumers
should be allowed to sue managed-care plans for not providing the proper degree
of care or for bad medical decisions made by the plan's employees. HMOs are paid
a fixed membership fee. HMOs are turning to 'capitation,' where they contract to
provide services for a certain population for a set price, regardless of whether
or not the service is provided. Depending on the negotiated provisions of the
contract, costs in excess of set fees may be borne either by the HMO or the
health care provider. HMOs run the risk that inflation, epidemics, lack of
financial controls among professional staff and the need to acquire new
technology will increase treatment costs and erode profits.
Physician practice management companies have been consolidating to improve
their competitive position. The combinations have often not been as successful
as projected.
Health Care Reform. A number of legislative proposals concerning health
care have been introduced in the U.S. Congress in recent years or have been
reported to be under consideration. These proposals span a wide range of topics,
including cost controls, national health insurance, incentive for competition in
the provision of health care services, tax incentives and penalties related to
health care insurance premiums, and promotion of prepaid health care plans. It
is not possible to predict the effect of any of these proposals if enacted.

3
<PAGE>
THE FINANCIAL INDUSTRY
The companies represented in the Financial Portfolio may be subject to
extensive governmental regulation which may limit both the amount and types of
loans and other financial commitments they can make as well as the interest
rates and other fees they can charge. The following sectors are represented in
the Portfolio:
Banking. The profitability of a financial institution is largely dependent
upon the credit quality of its loan portfolio which, in turn, is affected by the
institution's underwriting criteria, concentrations within the portfolio and
specific industry and general economic conditions. The operating performance of
financial institutions is also impacted by changes in interest rates, the
availability and cost of funds, the intensity of competition and the degree of
governmental regulation. The activities of U.S. banks and bank holding companies
are subject to comprehensive federal and state regulation which is expected to
continue to change over the life of the Portfolio. Federal regulators impose
restrictions on dividend payment policies, allowances for loan losses and
transactions between banks and their parent holding companies. In addition,
federal regulators require banks and thrifts to maintain minimum capital
requirements; to the extent additional equity is issued to meet the
requirements, outstanding equity holdings will be diluted. Recent changes in
federal and state regulations which will permit greater consolidation and
branching within the industry may lead to increased competition among larger
bank complexes. Legislation is currently being considered which would reduce the
separation between commerical and investment banking businesses. The enactment
of any new legislation or regulations, or any change in interpretation or
enforcement of existing laws or regulations, may affect the profitablity of
participants in the banking industry.
The banking industry is particularly susceptible to downturns in economic
conditions and volatility in political conditions as well as fiscal or monetary
policies of governmental units. Banking operations depend heavily on the
availability and cost of capital, and are highly sensitive to interest rate
levels.
Banks are subject to substantial competition from other banking and thrift
institutions and from other financial service institutions for deposits, as well
as corporate and retail customers. To the extent a bank's portfolio is
concentrated in assets related to a particular industry or geographic region,
the bank's operating results will be subject to additional risks associated with
that industry or region. Loan portfolios of banks have been adversely affected
by depressed conditions in certain markets, including real estate, agriculture
and energy. Profitability, therefore, is subject to significant fluctuation.
Banks are also exposed to the risks of a deflationary economy, which may
diminish the value of a bank's direct investments and contribute to loan
defaults if the value of secured property or other collateral for loans
declines.
Thrifts. The thrift industry is generally subject to similar risks as the
banking industry, including, interest rate changes, credit risks and regulatory
risks. Such risks may have different effects on the thrift industry because of
differences in the general composition of their loan portfolios. The loan
portfolios of thrifts, therefore, may be less diversified than bank portfolios
and have a greater concentration in real estate, consumer and small business
loans. The loan portfolios of thrifts may also be concentrated in the geographic
area in which they are located. Local market conditions, particularly if the
economic base of the area depends on a depressed industry, may have adverse
effects on the financial condition of thrifts. The enactment of any new
legislation or regulations, or any change in interpretation or enforcement of
existing laws or regulations, may affect the profitability of participants in
the thrift industry. No assurance can be given as to what form any legislation
or regulation would take, if enacted, or what effects any new legislation or
regulation would have on the thrift industry.
Insurance. Insurance companies are subject to extensive regulation and
supervision by state insurance commissioners who regulate the standards of
solvency, the nature of and limitations on investments, reports of financial
condition, and reserve requirements for unearned premiums, losses and other
matters. A significant portion of the assets of insurance companies are required
by law to be held in reserve against potential claims on policies and is not
available to general creditors. Although the federal government does not
regulate the business of insurance, federal initiatives including pension
regulation, controls on medical costs, minimum standards for no-fault automobile
insurance, national health insurance, tax law changes affecting life insurance
companies and repeal of the antitrust exemption for the insurance business can
significantly impact the insurance business. Insurance companies are also
affected by state and federal judicial and regulatory decisions that redefine
risk exposure in areas such as products liability, workers' compensation and
disability benefits. Developments in these areas may reduce short-term
profitability of certain lines of insurance, but long-term effects may be
minimized through revision of coverage and policy terms. Insurance companies'
profitability depends largely on actuarial assumptions based on past experience
and on the investment returns on reserve and surplus funds. The occurrence of
certain significant and unforeseen events may therefore have an
4
<PAGE>
adverse effect on the financial condition of insurance companies. Certain types
of insurance, such as property and casualty insurance, may be impacted by
natural catastrophes or environmental and asbestos claims under decades-old
policies or similar events. In addition, insurance companies are affected by
real estate and equity market returns, interest rate levels, economic conditions
and price and marketing competition. Deregulation of the financial services
industry may result in greater diversification of products offered by financial
services companies amd expose insurance companies to increased competition.

Financial Services. The financial services industry includes credit card
issuers, asset management companies and companies that provide private mortgage
insurance, home equity loans, point-of-sale loans for various durable goods and
other consumer and commercial loans. Companies in the credit card and certain
other businesses are subject to the demands of a competitive market, including
increased use of solicitations, target marketing and pricing competition.
Because of increased competition, some credit card issuers have pursued
customers with lower credit quality and have experienced rising delinquency
rates. Profitability for credit card issuers is largely dependent on the ability
to generate new receivables as well as on their continued ability to fund
themselves by asset securitization, the level of delinquencies and losses and
pricing power. Social, legal and economic factors, including inflation,
unemployment levels and interest rates, may result in changes in market demand,
credit use and payment patterns of customers. No assurance can be given as to
what effect these factors may have on the credit card industry. Asset management
companies also operate in a competitive environment and their profitability is
dependent upon the performance of their funds relative to that of competing
firms and to conditions in the equity and fixed income markets in general.
Companies in other areas of the financial services industry are dependent on
federal housing legislation and other laws and regulations that affect the
demand for home equity loans and mortgage insurance. These companies are also
subject to insurance laws and regulations in the jurisdictions where they do
business. Future changes in laws or regulations relating to this industry may
adversely affect market demand, restrict premium rates or otherwise impair
transactions in this industry. Companies in this industry are exposed to credit
risk and may be adversely affected by economic events such as national or
regional economic recession, falling housing prices, rising unemployment rates
and changes in interest rates.

REITS. Real Estate Investment Trusts (REITs) are financial vehicles that
make real estate investments. They generally have interests in income-producing
real estate. Many factors can have an adverse impact on the performance of a
particular REIT, its cash available for distribution, the credit quality of a
particular REIT or the real estate industry generally. Risks associated with the
direct ownership of real estate include, among other factors, general and local
economic conditions, decline in real estate values, the financial health of
tenants, maintenance cost, overbuilding and increased competition for tenants,
oversupply of properties for sale, changing demographics, changes in interest
rates, changes in government regulations, faulty construction, changes in
neighborhood values, and the unavailability of construction financing or
mortgage loans at rates acceptable to developers. Variations in rental income
and space availability and vacancy rates in terms of supply and demand are
additional factors affecting real estate generally and REITs in particular.
REITs may not be diversified and are subject to the risks of financing projects.
REITs are also subject to defaults by borrowers, self-liquidation and the
market's perception of the REIT industry generally.

FOREIGN ISSUERS
Investing in securities of foreign issuers involves risks that are
different from investing 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.
American Depositary Shares and Receipts. Certain of the Securities in a
Portfolio may have been purchased in ADR form in the United States. ADRs
evidence American Depositary Shares which represent common stock deposited with
a custodian in a depositary. American Depositary Shares (ADSs) and receipts
therefore (ADRs) are issued by an American bank or trust company to evidence
ownership of underlying securities issued by a foreign corporation. These
instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. Generally, ADSs and ADRs are
designed for use in the United States securities markets. For purposes of this
Prospectus, the term ADR generally includes ADSs. The terms and conditions of
depositary facilities may result in less liquidity or lower market prices for
ADRs than for the underlying shares. For those Securities that are ADRs,
currency fluctuations will also affect the U.S. dollar equivalent of the local
currency price of the underlying domestic share and, as a result, are likely to
affect the value of the ADRs and consequently the value of the Securities.

5
<PAGE>
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 Portfolios may be restricted
under the Investment Company Act of 1940 from selling Securities to the Sponsor.
The price at which the Securities may be sold to meet redemptions and the value
of a Portfolio will be adversely affected if trading markets for the Securities
are limited or absent.
LITIGATION AND LEGISLATION

The Sponsor does 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 Portfolios, although pending litigation may have a material adverse
effect on the value of Securities in a Portfolio. 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 a Portfolio
or the issuers of the Securities. Changing approaches to regulation may have a
negative impact on certain companies represented in the Portfolios. There can be
no assurance that future litigation, legislation, regulation or deregulation
will not have a material adverse effect on a 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 PORTFOLIOS; TERMINATION
The size and composition of a 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 an exchange or rollover. The Portfolios will be terminated no
later than the mandatory termination date specified in Part A of the Prospectus.
They will terminate earlier upon the disposition of the last Security or upon
the consent of investors holding 51% of the Units. A Portfolio may also be
terminated earlier by the Sponsor once its total assets have fallen below the
minimum value specified in Part A of the Prospectus. A decision by the Sponsor
to terminate a Portfolio early, which will likely be made following the
rollover, will be based on factors such as the size of the Portfolio relative to
its original size, the ratio of Portfolio expenses to income, and the cost of
maintaining a current prospectus.

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

Units are available from the Sponsor at the Public Offering Price. The
Public Offering Price varies each Business Day with changes in the value of a
Portfolio and other assets and liabilities of the Portfolio.

PUBLIC OFFERING PRICE
Units are charged a combination of Initial and Deferred Sales Charges which
will aggregate 2.75% of the public offering price for the first year ($17.50
Deferred Sales Charge plus an Initial Sales Charge of about 1.0%, totaling 2.75%
of the public offering price) and approximately 1.75% for the second year.
Because the annual Deferred Sales Charge is $17.50 per 1,000 Units in the second
year regardless of the price you pay, the maximum sales charges expressed as a
percentage of the public offering price will vary with the price you pay. For
example, if you buy 1,000 Units for $1,050 (including an initial sales charge of
$11.38) and hold the Units until termination, you will pay a total sales charge
of $46.38 or 4.42% of the acquisition price on those Units. At an acquisition
price of $950 (including an initial sales charge of $8.63), you would pay a
total sales charge of $43.63 or 4.59% of the acquisition price.
6
<PAGE>
For quantity purchases of units of all Focus and Select Series 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 will apply (assuming a $1,000 public
offering price for 1,000 Units):

<TABLE>
<CAPTION>
INITIAL OFFER PERIOD SALES CHARGES CUMULATIVE SALES CHARGES
---------------------------------------- ----------------------------------------
AS % OF AS % OF NET AS % OF AS % OF NET
AMOUNT PURCHASED PUBLIC OFFERING PRICE AMOUNT INVESTED PUBLIC OFFERING PRICE AMOUNT INVESTED
- ----------------------------------- --------------------- ----------------- --------------------- -----------------
<S> <C> <C> <C> <C>

Less than $50,000.................. 2.75% 2.778% 4.50% 4.712%
$50,000 to $99,999................. 2.50 2.519 4.25 4.439
$100,000 to $249,999............... 2.00 2.005 3.75 3.896
$250,000 to $999,999............... 1.75 1.750 3.50 3.627
$1,000,000 or more................. 1.00 1.000 2.75 2.828
</TABLE>

The annual Deferred Sales Charge is a charge of $17.50 per 1,000 units and
is accrued in seven monthly installments each year of the Portfolio, in the
months indicated in part A of this Prospectus. Units redeemed or repurchased
prior to the accrual of the final Deferred Sales Charge installment in the first
or second year will have the amount of any remaining installments deducted from
the redemption or repurchase proceeds or deducted in calculating an in-kind
redemption, although this deduction will be waived in the event of the death or
disability (as defined in the Internal Revenue Code) of an investor.

It is anticipated that Securities will not be sold to pay the Deferred
Sales Charge until after the date of the last installment in each year of a
Portfolio. 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. In selling Securities the
Portfolios will attempt to minimize any current tax liability for current
investors.

Employees of the Sponsor and Sponsor affiliates and non-employee directors
of Merrill Lynch & Co. Inc. may purchase Units subject only to the Deferred
Sales Charge.
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 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 Sponsor nor the
Trustee guarantees the enforceability, marketability or price of any Securities.

NO CERTIFICATES
All investors are required to hold their Units in uncertificated form and
in 'street name' by their broker, dealer or financial institution at the
Depository Trust Company ('DTC').
HOW TO REDEEM OR SELL UNITS
You can redeem your Units at any time for net asset value. In addition, the
Sponsor has 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.
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Within seven days after the receipt of your request containing 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 a 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 Portfolio
assets; deducting unpaid taxes or other governmental charges, accrued but unpaid
Portfolio expenses and any remaining deferred sales charges for the current
period, unreimbursed Trustee advances, cash held to redeem Units or for
distribution to investors and the value of any other Portfolio 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
Portfolio of liquidating Securities to pay the redemption price.
As long as the Sponsor is maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsor for net asset value. If the Sponsor is 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 Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Sponsor based on
market and credit factors determined to be in the best interest of a Portfolio.
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 Portfolio. If Securities are being
sold during a time when additional Units are being created by the purchase of
additional Securities (as described under Portfolio Description), 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 each
Portfolio.

Any investor owning Units representing Securities with a value of at least
$250,000 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 may be borne by the redeeming investors. The in-kind
redemption option is subject to all applicable legal restrictions and may be
terminated by the Sponsor 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 Securities not
reasonably practicable or (iii) for any other period permitted by SEC order.
SPONSOR'S SECONDARY MARKET FOR UNITS
The Sponsor, 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 a 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 Sponsor may discontinue the secondary market for Units without prior
notice. Regardless of whether the Sponsor maintains a secondary market, you have
the right to redeem your Units for net asset value, as described above.
EXCHANGE OPTION

You may exchange Units for units of other Focus or Select Portfolios 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

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Fund Units, subject only to the Fund'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 Sponsor is
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
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 Sponsor is not obligated to maintain a market in any series or to
offer successor portfolios, there can be no assurance that units can be
exchanged. The Exchange Option may be amended or terminated at any time without
notice.
ROLLOVER

In lieu of redeeming Units or receiving liquidation proceeds upon the
termination of a Portfolio, investors who hold their units with the Sponsor may
elect, by contacting their financial adviser prior to the rollover notification
date indicated in Part A, to apply their proportional interest in the Securities
and other assets of the Portfolio toward the purchase of units of a new Focus or
Select Series (if available). It is expected that the terms of any new
portfolio, including the exchange and rollover features, will be substantially
the same as those of these Portfolios.

A rollover of your units is accomplished by the in-kind redemption of Units
followed by the sale of the underlying Securities by a distribution agent on
behalf of participating investors and the reinvestment of the sale proceeds (net
of brokerage fees, governmental charges and other sale expenses) in units of the
new portfolio at their net asset value.
The Sponsor intends to sell the distributed Securities, on behalf of the
distribution agent, as quickly as practicable and then to create units of the
new portfolio as quickly as possible, subject in both cases to the Sponsor's
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 Sponsor may, in its sole discretion, undertake a
more gradual sale of the distributed 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 Sponsor may enter into program trades, which might increase brokerage
commissions payable by investors. There can be no assurance, however, that any
trading procedures will be successful or might not result in less advantageous
prices. Pending the investment of rollover proceeds in the securities to
comprise the new portfolio, those moneys may be uninvested for up to several
days. For any Securities in a Portfolio that will also be in the new Portfolio,
a direct sale of those securities between the two funds is now permitted
pursuant to an SEC exemptive order. These sales will be effected at the
securities' closing sales prices on the exchanges where they are principally
traded, free of any brokerage costs.

By participating in the rollover you may realize taxable capital gain on
the rollover but may not be entitled to a deduction for capital loss recognized
on the rollover and, because of the rollover procedures, you will not receive a
cash distribution with which to pay those taxes. You should consult your own tax
advisors in this regard. Investors who do not participate will continue to hold
their Units until termination; however, depending upon the extent of
participation in the rollover, the aggregate size of a Portfolio may be sharply
reduced resulting in a significant increase in per Unit expenses.

The Sponsor may, in its 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 Sponsor has received exemptive orders under
Section 11(c) which it believes permit it to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsor's position and
additional regulatory approvals may be required.
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INCOME, DISTRIBUTIONS AND REINVESTMENT
INCOME AND DISTRIBUTIONS

The annual income per Unit, after deducting estimated annual expenses per
Unit, will depend primarily upon the amount of dividends declared and paid by
the issuers of the Securities and changes in Portfolio expenses 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 expenses. Dividends received are credited to an Income Account and other
receipts to a Capital Account. 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. 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 a 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 Sponsor may collect the Deferred Sales Charge
during the months stated in Part A, to keep Units more fully invested the
Sponsor currently does not anticipate sales of Securities to pay the Deferred
Sales Charge until after the final Deferred Sales Charge installment in each
year of a Portfolio. Proceeds of the disposition of any Securities not used to
pay Deferred Sales Charge or to redeem Units will be held in the Capital Account
and distributed following liquidation of the Fund.
REINVESTMENT

Any income and principal distributions on Units may be reinvested by
participating in a Portfolio's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsor or new Units created by the Sponsor's deposit of additional Securities,
contracts to purchase additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase additional Securities. Deposits
or purchases of additional Securities will generally be made so as to maintain
the then existing proportionate relationship among the number of shares of each
Security in the Portfolio. 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 Sponsor reserves the right to amend, modify or
terminate the reinvestment plan at any time without prior notice. Investors
holding Units in 'street name' should contact their broker, dealer or financial
institution if they wish to participate in the reinvestment plan.

PORTFOLIO EXPENSES
Estimated annual 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 a 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 Sponsor 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 Sponsor, 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 Sponsor receives an annual fee currently estimated at
$0.35 per 1,000 Units to reimburse it for the cost of providing Portfolio
supervisory services to the Portfolio. While the fee may exceed its costs of
providing these services to the Portfolio, the total supervision fees from all
Series of Equity Investor Fund will not exceed its costs for these services to
all of those Series during any calendar year. The Sponsor may also be reimbursed
for its costs of providing bookkeeping and administrative services to Defined
Asset Funds, currently estimated at $0.10 per 1,000 Units. The Trustee's and
Sponsor's fees may be adjusted for inflation without investors' approval.

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All or a portion of expenses incurred in establishing the Portfolio,
including the cost of the initial preparation of documents relating to the
Portfolio, Federal and State registration fees, the initial fees and expenses of
the Trustee, legal expenses and any other out-of-pocket expenses will be paid by
the Portfolio and amortized over the life of the Portfolio. Advertising and
selling expenses will be paid by the Sponsor 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
TAXATION OF THE PORTFOLIO
Each Portfolio intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Sections 851-855 of the
Internal Revenue Code of 1986, as amended (the 'Code'). Qualification and
election as a 'regulated investment company' involve no supervision of
investment policy or management by any government agency. If the Portfolio
qualifies as a 'regulated investment company' and distributes to investors 90%
or more of its taxable income, excluding its net capital gain (i.e., the excess
of its net long-term capital gain over its net short-term capital loss), it will
not be subject to federal income tax on the portion of its taxable income
(including any net capital gain) it distributes to investors in a timely manner.
In addition, the Portfolio will not be subject to the 4% excise tax on certain
undistributed income of 'regulated investment companies' to the extent it
distributes to investors in a timely manner at least 98% of its taxable income
(including any net capital gain). It is anticipated that the Portfolio will not
be subject to federal income tax or the excise tax, because the Indenture
requires the distribution of the Portfolio's taxable income (including any net
capital gain) in a timely manner. Although all or a portion of the Portfolio's
taxable income (including any net capital gain) for any calendar year may be
distributed shortly after the end of the calendar year, such a distribution will
be treated for federal income tax purposes as having been received by investors
during the calendar year.
DISTRIBUTIONS
Distributions to investors of a Portfolio's dividend income and net
short-term capital gain in any year will generally be taxable as ordinary income
to investors to the extent of the Portfolio's taxable income (other than taxable
income attributable to its net capital gain) for that year. Distributions in
excess of the Portfolio's taxable income will be treated as a return of capital
and will reduce the investor's basis in his Units and, to the extent that such
distributions exceed his basis, will be treated as a gain from the sale of his
Units as discussed below. It is anticipated that substantially all of the
distributions of the Portfolio's net capital gains will be designated as capital
gain dividends and that the Portfolio's dividend income and net short-term
capital gain will be taxable as ordinary income to investors.

Distributions that are taxable as ordinary income to investors will
constitute dividends for federal income tax purposes. Certain corporate
investors will be eligible for the 70% dividends-received deduction to the
extent that the distributions are appropriately designated by the Portfolio and
are attributable to eligible dividends received by the Portfolio from domestic
issuers with respect to whose Securities the Portfolio satisfies the
requirements for the dividends-received deduction. 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. Depending upon the particular corporate investor's
circumstances, additional limitations on the availability of the
dividends-received deduction may be applicable. Further, legislative and
regulatory proposals arise from time to time that may adversely affect the
after-tax returns to investors taking advantage of the deduction. Investors are
urged to consult their own tax advisers in this regard.
Distributions of a Portfolio's net capital gain that are designed as
capital gain dividends by the Portfolio will be taxable to investors as
long-term capital gain, regardless of the time the investor has held his Units.
However, if the Portfolio were to terminate in less than one year, the Portfolio
would not distribute any capital gain dividends. The Internal Revenue Service
has issued a notice (with interim guidance) of forthcoming temporary regulations
to permit a regulated investment company such as the Portfolio to designate its
dividends, subject to certain limitations, as 20% or 28% rate gain
distributions, which individual investors may be entitled to treat as long-term
capital gain in the 20% or 28% groups respectively. The Trustee will provide
necessary additional information with periodic statements to investors, who
should consult their tax advisers regarding these matters.

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An investor, other than a dealer in securities, will generally recognize
capital gain or loss when the investor disposes of his Units (by sale,
redemption or otherwise). In the case of a distribution of Securities to an
investor upon redemption of his Units, gain or loss will generally be recognized
in an amount equal to the difference between the investor's tax basis in his
Units and the fair market value of the Securities received in redemption. Net
capital gain may be taxed at a lower rate than ordinary income for certain
individuals and other non-corporate taxpayers, and investors who are individuals
and have held their Units for more than 18 months may be entitled to a 20%
maximum federal tax rate for gains from the sale of these Units. Any such
capital gain or loss asset is long-term if the asset is held for more than one
year and short-term if held one year or less. However, any capital loss on the
sale or redemption of a Unit that an investor has held for six months or less
will be a long-term capital loss to the extent of any capital gain dividends
previously distributed to the investor by the Portfolio, although the proper
treatment of this long-term capital loss remains uncertain pending further
consideration by the Internal Revenue Service. The deduction of capital loss is
subject to limitations. Investors should consult their tax advisers regarding
these matters.
Any dividends received by a Portfolio from foreign issuers will in most
cases be subject to foreign withholding taxes, which will generally be reduced,
though not eliminated, by treaties between the United States and the relevant
foreign country. The Portfolio will not be eligible for an election that would
enable the investors to credit foreign withholding taxes against their federal
income tax liability on distributions by the Portfolio.
The investor's basis in his Units will be equal to 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 relevant tax reporting forms received by investors will
reflect the actual amounts paid to them, net of the deferred sales charge.
Accordingly, investors should not increase their basis in their Units by the
deferred sales charge amount.
Investors will be taxed in the manner described above regardless of whether
distributions from a Portfolio are actually received by the investor or are
reinvested pursuant to the reinvestment plan. The federal tax status of each
year's distributions will be reported to investors and to the Internal Revenue
Service. The Portfolio intends to report to each investor, no later than January
31, the amount of distributions to that investor.

The foregoing discussion summarizes only certain U.S. federal 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 dividend
distributions by the Portfolio. 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.
RETIREMENT PLANS

These 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 offered by brokerage firms, including the Sponsor 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

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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 homebuyers 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
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 Portfolios,
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. The Trustee sends each investor
of record an annual report summarizing transactions in a Portfolio's accounts
including amounts distributed from them during the year, identifying Securities
sold and purchased and listing Securities held and the number of Units
outstanding and stating the Redemption Price per 1,000 Units at year end, and
the fees and expenses paid by the Portfolio, among other matters. Portfolio
accounts are audited annually by independent accountants selected by the Sponsor
and audited financial statements are available from the Trustee on request.
TRUST INDENTURE
Each Portfolio is a 'unit investment trust' created under New York law by a
Trust Indenture between the Sponsor and the Trustee. This Prospectus summarizes
various provisions of the Indenture, but each statement is qualified in its
entirety by reference to the Indenture.
An Indenture may be amended by the Sponsor 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 Sponsor). 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 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 Sponsor. It may be removed by
investors holding 51% of the Units at any time or by the Sponsor 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 Sponsor
determines 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 Sponsor will use its 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.
If the Sponsor 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 Portfolio or continue to act as Trustee without a
Sponsor.
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The Sponsor 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 the
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
Sponsor.
AUDITORS

The Statements of Condition in Part A of the Prospectus were audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. They
are 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.
SPONSOR
The Sponsor is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. The
Sponsor, or one of its predecessor corporations, has acted as Sponsor of a
number of series of unit investment trusts and as principal underwriter and
managing underwriter of other investment companies. The Sponsor, in addition to
participating as a member of various selling groups or as agent of other
investment companies, executes orders on behalf of investment companies for the
purchase and sale of securities of these companies and sells securities to these
companies in its capacities as broker or dealer in securities.
CODE OF ETHICS
The Sponsor 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 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 portfolio and to provide guidance to these persons regarding
standards of conduct consistent with the Sponsor's responsibilities to Defined
Asset Funds.
PUBLIC DISTRIBUTION
During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above 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 Sponsor intends
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 Sponsor does 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.
UNDERWRITER'S AND SPONSOR'S PROFITS
Upon sale of the Units, the Sponsor will be entitled to receive sales
charges. The Sponsor also realizes a profit or loss on deposit of the Securities
equal to the difference between the cost of the Securities to a Portfolio (based
on the aggregate value of the Securities on their date of deposit) and the
purchase price of the Securities to the Sponsor plus commissions payable by the
Sponsor. In addition, the 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 Sponsor 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
14
<PAGE>
Sponsor will also realize profits or sustain losses in the amount of any
difference between the prices at which it buys Units and the prices at which it
resells these Units (which include the sales charge) or the prices at which it
redeems the Units. Cash, if any, made available by buyers of Units to the
Sponsor prior to a settlement date for the purchase of Units may be used in the
Sponsor's business to the extent permitted by Rule 15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to the Sponsor.
PERFORMANCE INFORMATION
Total returns, average annualized returns or cumulative returns for various
periods of the current Portfolios may be included from time to time in
advertisements, sales literature and reports to current and prospective
investors. Total return shows changes in unit price during the period plus
reinvestment of dividends and capital gains, divided by the maximum public
offering price. Average annualized returns show the average return for stated
periods for longer than a year. Figures reflect deduction of all Portfolio
expenses and, unless otherwise stated, the maximum sales charge. No provision is
made for any income taxes payable. Investors should bear in mind that this
represents past performance and is no assurance of the future results of any
current or future Portfolio.
Past performance of any series may not be indicative of results of future
series. Portfolio 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 relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offer an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement, or attractive, regular current income consistent with the
preservation of principal. Unit investment trusts are particularly suited for
the many investors who prefer to seek long-term profits by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
Your investment objectives may call for a combination of Defined Asset Funds.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
Investors may pursue investment growth to meet long-term goals such as
children's education or retirement. But they are faced with decisions of
selecting stock groups, choosing individual stocks, determining when to buy and
sell and how to reinvest sales proceeds. Growth stocks--those whose price is
expected to appreciate above average usually because of superior growth in
earnings per share--can be difficult to select successfully because their prices
tend to be more volatile than more established stocks and, by the time they are
discovered by ordinary investors, their prices may have already increased beyond
attractive levels or may be susceptible to dramatic declines if actual
performance is less than anticipated.
15
<PAGE>
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 Portfolios, 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 Portfolios and general information about the structure and
operation of the Portfolios.

16
<PAGE>
Defined
Asset FundsSM

SPONSOR: EQUITY INVESTOR FUND
Merrill Lynch, FOCUS SERIES
Pierce, Fenner & Smith IncorporatedHEALTH CARE PORTFOLIO 3
Defined Asset Funds FINANCIAL PORTFOLIO 2
P.O. Box 9051
Princeton, NJ 08543-9051
(609) 282-8500 This Prospectus does not contain all of the
TRUSTEE: information with respect to the investment
The Bank of New York company set forth in its registration
P.O. Box 974 statement and exhibits relating thereto which
Wall St. Division have been filed with the Securities and
New York, NY 10268-0974 Exchange Commission, Washington, D.C. under
1-800-221-7771 the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference
is hereby made. Copies of filed material can
be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
The Commission also maintains a Web site that
contains information statements and other
information regarding registrants such as
Defined Asset Funds that file electronically
with the Commission at http://www.sec.gov.
------------------------------
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 these Portfolios are no longer
available or for investors who may reinvest
into subsequent Focus Series, 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.

70067--4/98

<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 the Depositor 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 the Depositor 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 the Depositor are incorporated herein by
reference to Exhibits 1.3 and 1.4 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 Depositor 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
filing indicated and made a part of this Registration Statement:
IncorporatedMerrill Lynch, Pierce, Fenner & Smith 8-7221

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

IncorporatedMerrill Lynch, Pierce, Fenner & Smith 13-5674085
The Bank of New York, Trustee................... 13-4941102

II-1
<PAGE>

SERIES OF EQUITY INCOME FUND, EQUITY INVESTOR 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, 'MERIT' 1987 Series (Merrill Equity
Research Investment Trust).................................. 33-10989
Equity Income Fund, Concept Series Real Estate Income
Fund........................................................ 33-51869
Equity Income Fund, Select Ten Portfolio--1995 Spring
Series...................................................... 33-55807
Equity Investor Fund, Focus Series Financial Portfolio...... 333-32179
Equity Investor Fund, Standard & Poor's Industry Turnaround
Portfolio................................................... 333-39121
Equity Investor Fund, Select Ten Portfolio 1997 Series A.... 333-15193
Defined Asset Funds Municipal Insured Series................ 33-54565

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

1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to
Amendment No. 2 to the Registration Statement on Form S-6 of Equity
Income Fund, Select Growth Portfolio--1995 Series 2, Defined Asset
Funds, Reg. No. 33-58535).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the heading
'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 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 9TH DAY OF
APRIL, 1998.
SIGNATURES APPEAR ON PAGE R-3.

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.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

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

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
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

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

APRIL 9, 1998

EQUITY INVESTOR FUND,
FOCUS SERIES HEALTH CARE PORTFOLIO 3 AND
FINANCIAL PORTFOLIO 2
DEFINED ASSET FUNDS
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 sponsor (the 'Sponsor') of
Equity Investor Fund, Focus Series Health Care Portfolio 3 and Financial
Portfolio 2, 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 Sponsor and (ii) the Units, when duly issued and delivered by
the Sponsor 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 heading 'Miscellaneous--Legal Opinion.'

Very truly yours,

DAVIS POLK & WARDWELL

EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsor and Trustee of Equity Investor Fund
Focus Series Health Care Portfolio 3 and
Financial Portfolio 2,
Defined Asset Funds
We consent to the use in this Registration Statement Nos. 333-46977 and
333-46981 of our opinion dated April 9, 1998, relating to the Statements of
Condition of Equity Investor Fund, Focus Series Health Care Portfolio 3 and
Financial Portfolio 2, 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.
April 9, 1998

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