NUVEEN UNIT TRUSTS SERIES 45, 487, 1999-05-19

NUVEEN UNIT TRUSTS SERIES 45
487, 1999-05-19

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<PAGE>

File No. 333-77607
1940 Act File No. 811-08103

Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 2
To
Form S-6

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

A. Exact name of Trust: Nuveen Unit Trusts, Series 45

B. Name of Depositor: John Nuveen & Co. Incorporated

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

333 West Wacker Drive
Chicago, Illinois 60606

D. Name and complete address of agents for service:

John Nuveen & Co. Incorporated
Attention: Alan G. Berkshire
333 West Wacker Drive
Chicago, Illinois 60606

Chapman and Cutler
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603

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

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

E. Title of securities being registered: Units of fractional undivided
beneficial interest.

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

- ----
:X : Check box if it is proposed that this filing will become effective on
- ---- May 19, 1999 at 1:30 p.m. pursuant to Rule 487.
<PAGE>

[NUVEEN LOGO]
Defined Portfolios

Nuveen Unit Trusts, Series 45

Nuveen Bandwidth Five-Year Sector Portfolio, May 1999
Nuveen e-Commerce Five-Year Sector Portfolio, May 1999
Nuveen Internet Five-Year Sector Portfolio, May 1999

Prospectus Part A dated May 19, 1999

.Portfolios Seek Capital Appreciation
.Reinvestment Option
.Letter of Intent Available

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.

SCT5-05-99-P
<PAGE>

Nuveen Unit Trusts, Series 45

CUSIP Nos:
Dividend in cash Reinvested
Nuveen Bandwidth Five-Year Sector Portfolio,
May 1999 67066T403 67066T411
Nuveen e-Commerce Five-Year Sector Portfolio,
May 1999 67066T346 67066T353
Nuveen Internet Five-Year Sector Portfolio,
May 1999 67066T379 67066T387

Overview

Nuveen Unit Trusts, Series 45 in-
cludes the separate unit investment
trusts listed above. Each Portfolio
seeks to provide capital appreciation
by investing in the securities of
companies in its industry sector.

The Portfolios are scheduled to ter-
minate in approximately five years.

Contents

2 Overview
3 NUVEEN BANDWIDTH FIVE-YEAR SECTOR
PORTFOLIO, MAY 1999
3 Risk/Return Summary
6 Schedule of Investments
7 Securities Descriptions
9 NUVEEN E-COMMERCE FIVE-YEAR SECTOR
PORTFOLIO, MAY 1999
9 Risk/Return Summary
12 Schedule of Investments
13 Securities Descriptions
16 NUVEEN INTERNET FIVE-YEAR
SECTORPORTFOLIO, MAY 1999
16 Risk/Return Summary
18 Schedule of Investments
19 Securities Descriptions
21 How to Buy and Sell Units
21 Investing in the Portfolios
21 Sales or Redemptions
21 Risk Factors
23 Distributions
23 Income Distributions
23 Capital Distributions
23 General Information
23 Termination
23 The Sponsor
23 Portfolio Selection
23 Dealer Concessions
24 Optional Features
24 Letter of Intent
24 Reinvestment
24 Nuveen Mutual Funds
25 Notes to Portfolios
26 Statements of Condition
27 Report of Independent Public
Accountants
For the Table of Contents of Part
B, see Part B of the Prospectus.

- -------------------------------------------------------------------------------
Units are not deposits or obligations of, or guaranteed by any bank. Units are
not FDIC insured and involve investment risk, including the possible loss of
principal.
- -------------------------------------------------------------------------------

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2
<PAGE>

Nuveen Bandwidth Five-Year Sector Portfolio, May 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of communications/bandwidth companies.
The Portfolio is diversified across the communications/bandwidth industry in-
cluding wireless telecommunication, wireline telecommunication and communica-
tions equipment.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

. identifies the various subsectors that comprise the communications/bandwidth
sector;

. analyzes, with the assistance of Lehman Brothers Research, which subsectors
may benefit from the predicted growth of communications/bandwidth companies;
and

. selects companies within each subsector by examining:

--business models;

--brand-name recognition;

--superior sales growth;

--market share; and

--financial and non-financial metrics.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The Sponsor believes that recent technological innovations and other industry
developments have combined to sustain demand and promote growth in the
communications/bandwidth sector, including the areas of cable, wireless, fiber
optics and telephone technology. Opportunities for communications/bandwidth
companies have increased greatly in recent years.

Many communications networks, including wireless, wireline and the Internet,
require bandwidth to transmit information from place to place. Bandwidth is
the data carrying capacity of a network. Recent increases in Internet traffic
have caused the demand for bandwidth to exceed current supply. New bandwidth
technologies are currently being developed in order to boost the capacity of
Internet providers and satisfy this growing demand.

Increased demand in the wireless segment of the communications sector has also
fostered growth in the bandwidth industry. Current technological advances,
such as PCS technology, that allow a single device to provide numerous data
and voice services have reduced equipment requirements. In addition, deregula-
tion has helped to fuel innovation and reduce costs. The Sponsor believes that
cheaper, more convenient wireless communications will better penetrate the
consumer marketplace and increase demand for these services.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

. Stock prices can be volatile.

. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.

. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.

. The Portfolio is concentrated in the communications/bandwidth industry. Ad-
verse developments in this industry may affect the value of your Units. Com-
panies involved in this industry must contend with rapid changes in technol-
ogy, intense competition and the rapid obsolescence of products and servic-
es.

. Certain of the securities included in the Portfolio may be foreign securi-
ties or American Depositary Receipts that evidence ownership of underlying
foreign securities. Foreign securities present risks beyond those of U.S.
issuers.

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3
<PAGE>

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own communications/ bandwidth stocks in one convenient
package;

. You want capital appreciation potential;

. The Portfolio represents only a portion of your overall investment portfo-
lio; and

. The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment;

. You are seeking preservation of capital or high current income; or

. You do not have a long-term investment horizon.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Estimated Annual Operating Expenses

<TABLE>
<CAPTION>
Amount per
$1,000
Invested
(as of
Initial Date
Amount per Unit of Deposit)
--------------- ------------
<S> <C> <C>
Trustee's Fee...................................... $0.00950 $ 0.95
Sponsor's Supervisory Fee.......................... $0.00350 $ 0.35
Bookkeeping and Administrative Fees................ $0.00250 $ 0.25
Evaluator's Fees................................... $0.00300 $ 0.30
Other Operating Expenses........................... $0.00550 $ 0.55
-------- ------
Total.............................................. $0.02400 $ 2.40

Maximum Organization Costs(1)...................... $ 0.0173 $ 1.73

Investor Fees
(As of the Initial Date of Deposit)
Maximum Initial Sales Charge....................... 1.00% $10.00
Maximum Deferred Sales Charge...................... 3.50% $35.00
-------- ------
Total Maximum Sales Charge......................... 4.50% $45.00
</TABLE>
- ---------
(1) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.

You will pay both an upfront and a deferred sales charge. The upfront sales
charge equals the difference between the total maximum sales charge of 4.5% of
the Public Offering Price and any remaining deferred sales charges. The de-
ferred sales charges are $0.35 per Unit and are deducted monthly in install-
ments of $0.07 per Unit on the last business day of the month from December
31, 1999 through April 28, 2000.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
-------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000................................... 1.00% $0.35 4.50%
5,000 to 9,999.................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................. 0.50% $0.35 4.00%
25,000 to 49,999.................................. 0.00% $0.35 3.75%
50,000 to 99,999.................................. 0.00% $0.35(3) 2.50%
100,000 or more................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units
to $50,000, 10,000 Units to $100,000, etc., and will be applied on that
basis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the de-
ferred charges exceed the maximum sales charge, you will be given extra
Units at the time of purchase.

The maximum sales charge on reinvested dividends is $0.35 per Unit.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced sales charges. Also, see
"Public Offering Price" in Part B of the Prospectus for secondary market sales
charges.

Example

This example may help you compare the cost of investing in the Portfolio to
the cost of investing in other funds.

The example assumes that you invest $10,000 in the Portfolio for the periods
indicated and then either redeem or do not redeem your Units at the end of
those periods. The example also assumes a 5% return on your investment each
year and that the Portfolio's operating expenses stay

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4
<PAGE>

the same. Although your actual costs may be higher or lower, based on these as-
sumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years Life (5 Years) of Portfolio
------- ------- ---------------------------
<S> <C> <C>
$639.97 $686.99 $735.17
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

---
5
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, May 19, 1999)

Nuveen Bandwidth Five-Year Sector Portfolio, May 1999

<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Telecom Equipment & Data Networking: 55.98%
114 ADC Telecommunications, Inc. ADCT 4.02% $ 44.0625 $ 5,023 N/A
50 Broadcom Corporation BRCM 3.94% 98.3750 4,919 N/A
43 Cisco Systems, Inc. CSCO 4.00% 116.1875 4,996 N/A
71 Comverse Technology, Inc. CMVT 3.98% 70.1250 4,979 N/A
117 General Instrument Corporation GIC 4.00% 42.7500 5,002 N/A
97 L-3 Communications Holdings, Inc. LLL 4.02% 51.7500 5,020 N/A
85 Lucent Technologies Inc. LU 4.01% 59.0000 5,015 0.1356%
59 Motorola, Inc. MOT 4.00% 84.7500 5,000 0.5664%
67 Nokia Corporation, ADR NOK 3.99% 74.5000 4,992 0.4998%
67 Nortel Networks Corporation (4) NT 4.02% 75.0000 5,025 0.4000%
49 QUALCOMM Incorporated QCOM 4.04% 103.1875 5,056 N/A
84 Tellabs, Inc. TLAB 3.96% 59.0000 4,956 N/A
44 Texas Instruments Incorporated TXN 4.02% 114.1250 5,022 0.2979%
37 Uniphase Corporation UNPH 3.98% 134.6250 4,981 N/A
Telecommunication & Internet Services: 28.05%
72 ALLTEL Corporation AT 4.00% 69.5000 5,004 1.7554%
85 AT&T Corp. T 4.01% 58.9375 5,010 1.4931%
68 Global TeleSystems Group, Inc. GTSG 4.01% 73.7500 5,015 N/A
57 MCI WorldCom, Inc. WCOM 4.05% 88.8750 5,066 N/A
51 NTL Incorporated NTLI 3.98% 97.3125 4,963 N/A
56 Qwest Communications International Inc. QWST 4.02% 89.8125 5,030 N/A
109 Sprint PCS Group PCS 3.98% 45.6875 4,980 N/A
Wireless Services & Satellites: 15.97%
255 Globalstar Telecommunications Limited GSTRF 3.99% 19.5625 4,988 N/A
133 Nextel Communications, Inc. NXTL 4.02% 37.8125 5,029 N/A
88 Teligent, Inc. TGNT 3.97% 56.2500 4,950 N/A
101 U.S. Cellular Corporation USM 3.99% 49.4375 4,993 N/A
----- ------- --------
2,059 100.00% $125,014
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."

Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

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6
<PAGE>

Securities Descriptions

The stocks of the following companies are included in the Portfolio:

ADC Telecommunications, Inc. (ADCT)

ADC Telecommunications, Inc. supplies voice, data, and video systems for tele-
phone, cable television, Internet, broadcast, wireless, and private networks.
The Company's products enhance local access and high-speed transmission of com-
munications services from providers to consumers and businesses.

AT&T Corp. (T)

AT&T Corp. provides voice, data and video telecommunication services and prod-
ucts to consumers and businesses. The Company is the top long distance provider
in the U.S. and, with recent acquisitions, the top cable operator as well. AT&T
also offers local, international, and wireless telephone services and Internet
access.

ALLTEL Corporation (AT)

ALLTEL Corporation provides local, long-distance, and wireless telephone serv-
ices, primarily to customers in the Sun Belt states. The Company also offers
information processing solutions such as mortgage loans systems and telephone
billing systems, as well as Internet access and telephone directory publishing.

Broadcom Corporation (BRCM)

Broadcom Corporation makes semiconductors used in broadband (high-speed) data
and video transmission products for home and business use. The Company domi-
nates the cable modem and set-top box market. Broadcom's chips are also used in
products for Ethernet networking and digital broadcast satellite and subscriber
line markets.

Cisco Systems, Inc. (CSCO)

Cisco Systems, Inc. supplies data networking products to the corporate enter-
prise and public wide area service provider markets. The Company offers a vari-
ety of products including routers, LAN switches, frame relay/ATM, and remote
access concentrators, which allow people to access or transfer information
without regard to differences in time, place, or type of computer system.

Comverse Technology, Inc. (CMVT)

Comverse Technology, Inc. designs, develops, manufactures, markets and supports
computer and telecommunications systems and software for multimedia communica-
tions and information processing applications. The Company's customers include
fixed and wireless telephone network operators, government agencies, call cen-
ters, financial institutions, and other organizations.

General Instrument Corporation (GIC)

General Instrument Corporation provides integrated and interactive broadband
access solutions. The

Company's products allow voice, data, and video transmissions to be delivered
over cable, digital satellite, telephone, audio, and Internet networks.

Global TeleSystems Group, Inc. (GTSG)

Global TeleSystems Group, Inc. is an integrated telecommunications services
company with an extensive European fiber-optic network and a transatlantic ca-
ble venture. The Company provides broadband and Internet services and local,
long-distance, international, and cellular telephone services in Eastern and
Western Europe.

Globalstar Telecommunications Limited (GSTRF)

Globalstar Telecommunications Limited builds and operates a worldwide low-
earth-orbit satellite-based digital telecommunications system. The Company of-
fers voice telephone and other digital telecommunications services such as data
transmission, paging, facsimile and position location to areas underserved or
not served by existing telecommunications services.

L-3 Communications Holdings, Inc. (LLL)

L-3 Communications Holdings, Inc. makes secure communications products, includ-
ing microwave components, avionics and ocean systems, and telemetry, instrumen-
tation, and space products. The Company is a leading supplier of aircraft
flight and data recorders. The U.S. government, including the Department of De-
fense and intelligence agencies, is a major customer.

Lucent Technologies Inc. (LU)

Lucent Technologies Inc. designs, develops and manufactures telecommunications
systems, software and products which are sold worldwide. The Company is a top
maker of digital signal processors and telecommunication power systems.

MCI WorldCom, Inc. (WCOM)

MCI WorldCom, Inc. provides facilities-based fully integrated telecommunica-
tions services to business, government and consumer customers from a network of
fiber-optic cables, digital microwave, and satellite stations. The Company also
provides end-to-end high-capacity connectivity to more than 35,000 buildings
worldwide. MCI WorldCom operates in more than 65 countries around the world.

Motorola, Inc. (MOT)

Motorola, Inc. provides wireless communications, semiconductors and advanced
electronic systems, components and services. The Company's equipment businesses
include cellular telephone, two-way radio, paging and data communications; au-
tomotive, defense and space electronics; and computers.

NTL Incorporated (NTLI)

NTL Incorporated provides communications services to residential, business and
wholesale customers. The Company offers residential telephony, cable television
and Internet access services. NTL also provides national and international car-
rier telecommunications, satellite and radio communications, as well as digital
and analog television and radio transmission.

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7
<PAGE>

Nextel Communications, Inc. (NXTL)

Nextel Communications, Inc. provides digital and analog wireless communication
services, including specialized mobile radio services for truckers and taxi
drivers.

Nokia Corporation, ADR (NOK)

Nokia Corporation, headquartered in Finland, is an international telecommunica-
tions company which develops and manufactures mobile phones, networks and sys-
tems for cellular and fixed networks.

Nortel Networks Corporation (NT)

Nortel Networks Corporation, headquartered in Canada, formerly Northern Telecom
Limited, is one of the world's top makers of telecommunications products. The
Company builds and supports global, high-capacity public and private data net-
works, using wireline and wireless telephone and computer technology.

QUALCOMM Incorporated (QCOM)

QUALCOMM Incorporated develops, manufactures, markets, and licenses and oper-
ates advanced communications systems and products based on its proprietary dig-
ital wireless technologies. The Company's primary products include wireless,
geostationary satellite-based mobile, and orbital satellite communications sys-
tems.

Qwest Communications International Inc. (QWST)

Qwest Communications International Inc. is a facilities-based provider of mul-
timedia communications services to interexchange carriers, businesses and con-
sumers. The Company also constructs and installs fiber-optic communication sys-
tems.

Sprint PCS Group (PCS)

Sprint PCS Group operates a 100% digital, personal cellular communication sys-
tem (PCS) nationwide wireless network. The Company currently serves ap-
proximately 160 metropolitan markets and has licensed PCS coverage of nearly
270 million people in all 50 states, Puerto Rico, and the U.S. Virgin Islands.

Teligent, Inc. (TGNT)

Teligent, Inc. holds 24GHz fixed wireless licenses in 74 U.S. metropolitan mar-
kets, covering a population of approximately 130 million. The Company currently
provides commercial Internet access through fixed wireless point-to-point
broadband systems.

Tellabs, Inc. (TLAB)

Tellabs, Inc. designs, manufactures, markets, and services voice, data, and
video transport and network access systems. The Company's customers include
phone companies, cable operators, corporations and government agencies in North
America and Europe.

Texas Instruments Incorporated (TXN)

Texas Instruments Incorporated is a global semiconductor company and a leading
designer and supplier of digital signal processing solutions. The Company's
digital signal processors (DSPs) are used in programmable products such as
VCRs, camcorders, and cellular phones.

U.S. Cellular Corporation (USM)

U.S. Cellular Corporation manages and invests in cellular systems throughout
the United States. The Company currently manages operational systems serving
nearly two million customers in over 140 markets.

Uniphase Corporation (UNPH)

Uniphase Corporation is an international maker of fiber-optic telecommunica-
tions equipment, laser subsystems, and laser-based semiconductor wafer inspec-
tion and analysis equipment. The Company's products are used to increase opti-
cal fiber carrying capacity and for applications such as bar code scanning and
printing.

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8
<PAGE>

Nuveen e-Commerce Five-Year Sector Portfolio, May 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across the electronic commerce sector, including web-based retail-
ers, Internet portal companies, e-Commerce solution companies, established re-
tailers seeking to develop a strong web presence and security and transac-
tional services firms.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

. identifies the various subsectors that comprise the e-Commerce sector;

. analyzes, with the assistance of Lehman Brothers Research, which subsectors
may benefit from the predicted growth of both the Internet and the rise of
e-Commerce; and

. selects companies within each subsector by examining:

--business models;

--brand-name recognition;

--first-mover advantage;

--superior sales growth;

--market share;

--financial and non-financial metrics.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. According to Michael Putnam of Forrester Research, as stated in the
December 7, 1998 edition of The Wall Street Journal, predictions are that
Internet commerce in the U.S. will hit $50 billion in 1999 and $1.4 trillion
in 2003. In addition, a growing share of business-to-business commerce is ex-
pected to move to the Internet. Forrester Research predicts that business-to-
business commerce on the Internet (excluding service industries) will grow
from 0.4% of the total economy in 1998 to 9.4% in 2003. The Sponsor believes
that the following recent industry trends will contribute to that expected
growth.

. Increasing Number of Internet Users--According to the U.S. Commerce Depart-
ment in April 1998, Internet use is doubling every 100 days. According to
Ernst & Young, 38% of Internet users had purchased products online. However,
with still only 22% of households connected to the Internet, this low cur-
rent penetration may indicate a potential for future growth.

. New Technologies--New technologies such as digital subscriber line systems
and cable modems promise a quantum leap in bandwidth, reducing navigating
delays and increasing overall web speed.

. Tightened Security--Firewall software, encryption technology and "digital
fingerprints" have increased the safety of Internet commerce and are ex-
pected to strengthen consumer and corporate confidence in purchasing goods
over the Internet.

. Traditional Retailers Go Online--The Web has the potential to enable sellers
to boost margins and reach new markets. It should prove to be an efficient
way for small businesses to compete with larger companies and for domestic
firms to sell overseas. IBM Corp. predicts that 40% of all U.S. companies
will be selling products on-line by the end of the century.

Please be aware that industry predictions may not materialize, and that the
companies selected for the Portfolio do not represent the entire industry and
may not participate in the expected overall industry growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

. Stock prices can be volatile.

. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.

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9
<PAGE>

. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.

. The Portfolio is concentrated in the Internet industry. Adverse developments
in this industry may affect the value of your Units. Companies involved in
the Internet industry must contend with rapid changes in technology, intense
worldwide competition and the rapid obsolescence of products and services.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own Internet stocks in one convenient package;

. You want capital appreciation potential;

. The Portfolio represents only a portion of your overall investment portfo-
lio; and

. The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment;

. You are seeking preservation of capital or high current income; or

.You do not have a long-term investment horizon.

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Estimated Annual Operating Expenses

Maximum Organization Costs(1)...................... $ 0.0173 $ 1.73

Investor Fees
(As of the Initial Date of Deposit)
Maximum Initial Sales Charge....................... 1.00% $10.00
Maximum 2nd Year Deferred Sales Charge............. 3.50% $35.00
-------- ------
Total Maximum Sales Charge......................... 4.50% $45.00
</TABLE>
- ---------

(1) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or six months after the Initial
Date of Deposit.

The maximum per Unit sales charges are reduced as follows:

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10
<PAGE>

- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units
to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the deferred
charges exceed the maximum sales charge, you will be given extra Units at
the time of purchase.

The maximum sales charge on reinvested dividends is $0.35 per Unit.

Example

This example may help you compare the cost of investing in the Portfolio to the
cost of investing in other funds.

<TABLE>
<CAPTION>
Life (5 Years)
1 Year 3 Years of Portfolio
------- ------- --------------
<S> <C> <C>
$639.97 $686.99 $735.17
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

---
11
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments

(at the Initial Date of Deposit, May 19, 1999)

Nuveen e-Commerce Five-Year Sector Portfolio, May 1999

<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
e-Commerce Solutions: 17.02%
215 AnswerThink Consulting Group, Inc. ANSR 2.87 $23.3750 $5,026 N/A
109 BroadVision, Inc. BVSN 2.87 46.1250 5,028 N/A
41 DoubleClick Inc. DCLK 2.76 117.7500 4,828 N/A
84 FDX Corporation FDX 2.87 59.8750 5,030 N/A
44 Inktomi Corporation INKT 2.78 110.3750 4,857 N/A
127 Sterling Commerce, Inc. SE 2.87 39.500 5,017 N/A
Established Retailers: 11.48
43 The Charles Schwab Corporation SCH 2.90 118.0625 5,077 .0949%
66 Intuit Inc. INTU 2.86 75.5000 4,983 N/A
80 The SABRE Group Holdings, Inc. TSG 2.86 62.6250 5,010 N/A
108 Wal-Mart Stores, Inc. WMT 2.86 46.3750 5,009 .4313%
Internet Infrastructure: 17.21
34 At Home Corporation ATHM 2.92 150.2500 5,109 N/A
43 Cisco Systems, Inc. CSCO 2.86 116.1875 4,996 N/A
85 Intel Corporation INTC 2.86 58.9375 5,010 .2036%
64 Microsoft Corporation MSFT 2.88 78.6875 5,036 N/A
201 Oracle Corporation ORCL 2.85 24.8125 4,987 N/A
78 Sun Microsystems, Inc. SUNW 2.84 63.8125 4,977 N/A
Portals and Providers: 14.35
37 America Online, Inc. AOL 2.86 135.1250 5,000 N/A
42 CNET, Inc. CNET 2.87 119.6250 5,024 N/A
104 Infoseek Corporation SEEK 2.86 48.2500 5,018 N/A
58 Mindspring Enterprises, Inc. MSPG 2.89 87.1250 5,053 N/A
32 Yahoo! Inc. YHOO 2.87 156.8125 5,018 N/A
Security and Transactional Services: 14.35
450 AXENT Technologies, Inc. AXNT 2.93 11.3750 5,119 N/A
161 Concord EFS, Inc. CEFT 2.85 31.0000 4,991 N/A
118 First Data Corporation FDC 2.86 42.3750 5,000 .1888%
240 NOVA Corporation NIS 2.87 20.9375 5,025 N/A
250 Security Dynamics Technologies, Inc. SDTI 2.84 19.8750 4,969 N/A
Web-based Retailers: 25.59
37 Amazon.com, Inc. AMZN 2.80 132.6250 4,907 N/A
257 CDnow, Inc. CDNW 2.85 19.3750 4,979 N/A
114 Dell Computer Corporation DELL 2.87 44.0625 5,023 N/A
45 E*TRADE Group, Inc. EGRP 2.86 111.0313 4,996 N/A
26 eBay Inc. EBAY 2.82 189.5625 4,929 N/A
75 Gateway 2000, Inc. GTW 2.86 66.8125 5,011 N/A
91 Net.B@nk, Inc. NTBK 2.86 55.0000 5,005 N/A
36 priceline.com Incorporated PCLN 2.80 136.1250 4,901 N/A
128 Sotheby's Holdings, Inc. BID 2.87 39.1875 5,016 1.0207%
----- ------- --------
3,723 100.00% $174,964
===== ======= ========
</TABLE>
- ---------
See "Notes to Portfolios."

Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

---
12
<PAGE>

Securities Descriptions

The stocks of the following companies are included in the Portfolio:

Amazon.com, Inc. (AMZN)

Amazon.com, Inc., an online bookstore retailer, offers more than 2.5 million
in-print and out-of-print titles, as well as compact discs, videotapes,
audiotapes and other products. The Company features search and browse capabili-
ties, e-mail services, personalized shopping services, Web-based credit card
payment, and direct shipping to customers.

America Online, Inc. (AOL)

America Online, Inc. provides interactive communications and services. The
Company's Web sites offer features such as personalized news service, elec-
tronic mail, conferencing, software, computing support, interactive magazines
and newspapers, online classes, and easy access to services of the Internet.

AnswerThink Consulting Group, Inc. (ANSR)

AnswerThink Consulting Group, Inc. provides technology services and consulting
for large U.S. corporations, primarily in the areas of finance and administra-
tion, human resources, sales and customer support, and supply management. The
Company's services include performance benchmarking, network design, software
implementation, and electronic commerce.

At Home Corporation (ATHM)

At Home Corporation provides Internet services over the cable television infra-
structure and leased digital telecommunication lines to consumers and business-
es. The Company's service enables residential customers to connect their per-
sonal computers to high-speed networks via cable modems.

AXENT Technologies, Inc. (AXNT)

AXENT Technologies, Inc. and its subsidiaries develop, market, license, and
support enterprise-wide information security solutions for client/server com-
puting environments. The Company's products provide security assessment and
policy management, intrusion detection, data confidentiality, system and net-
work access control, user administration, and activity monitoring.

BroadVision, Inc. (BVSN)

BroadVision, Inc. develops and markets software that enables companies to de-
sign their own Web sites to maximize online marketing and sales potential. The
Company's software applications allow users to collect and track information
about Web site visitors and to manage online transactions involving order
placement and fulfillment, billing, payment, and other activities.

CDnow, Inc. (CDNW)

CDnow, Inc. is an online retailer of CDs, cassettes, videos, DVDs and related
items. The Company,

which has marketing alliances with Yahoo!, Excite, and America Online, also of-
fers sound samples, reviews, biographies and music downloading.

CNET, Inc. (CNET)

CNET, Inc. provides original Internet content and television programming relat-
ing to information technology and the Internet. The Company also operates
Snap!, an online service that offers directory and searching capabilities.

Cisco Systems, Inc. (CSCO)

Concord EFS, Inc. (CEFT)

Concord EFS, Inc. provides electronic payment and verification terminals and
processes credit/debit card transactions for retailers. The Company also pro-
vides check authorization and specialized banking services for trucking firms.

Dell Computer Corporation (DELL)

Dell Computer Corporation designs, develops, manufactures, markets, services,
and supports a variety of computer systems, including desktops, notebooks and
network services. The company also customizes products and services to end-user
requirements.

DoubleClick Inc. (DCLK)

DoubleClick Inc. provides Internet advertising solutions for advertisers and
Web publishers. The Company offers an Internet network which transmits adver-
tisements to over 60 Web sites, a technology which delivers advertisements to
Web users based on select criteria, and an advertising solution specifically
for direct markets.

E*TRADE Group, Inc. (EGRP)

E*TRADE Group, Inc. provides online investing services for self-directed in-
vestors through its Web site. The Company provides automated order placement
and execution, personalized portfolio tracking, and real-time market analysis
24 hours a day, seven days a week. E*TRADE can also be accessed through touch-
tone telephone, interactive television, and direct modem access.

eBay Inc. (EBAY)

eBay Inc. is a person-to-person trading community on the Internet. The
Company's service is used by buyers and sellers for the exchange of personal
items such as coins, collectibles, computers, memorabilia, stamps, and toys.
eBay is a fully-automated, topically-arranged, 24-hour service on which sellers
can list items for sale and buyers can bid on the merchandise.

---
13
<PAGE>

FDX Corporation (FDX)

FDX Corporation offers a variety of shipping and logistics solutions, including
worldwide express delivery, ground small-parcel delivery, freight delivery, and
global logistics and electronic commerce solutions to customers worldwide. Fed-
eral Express Corp. is one of the Company's primary operating subsidiaries.

First Data Corporation (FDC)

First Data Corporation provides payment systems, electronic commerce and infor-
mation management services. The Company's products and services process the in-
formation that allows customers to pay for goods and services with credit and
debit cards, checks, or wire money at point of sale or over the Internet.

Gateway 2000, Inc. (GTW)

Gateway 2000, Inc. markets personal computers to consumers. The Company devel-
ops, markets, and manufactures big screen PC/TVs, desktops and portable PCs
used by businesses, individuals, families, government agencies and educational
institutions worldwide. Gateway also sells peripheral products and software.

Infoseek Corporation (SEEK)

Infoseek Corporation develops branded, comprehensive Web-based navigational
services that help users access and personalize the resources of the Internet.
The Company's primary service, Infoseek Guide, integrates the capabilities of a
search engine and a directory.

Inktomi Corporation (INKT)

Inktomi Corporation develops and markets scalable software applications de-
signed to enhance the performance and intelligence of large-scale networks. The
company's systems use parallel-processing technology across clusters of
workstations to deliver the speed and performance while utilizing smaller
workstations.

Intel Corporation (INTC)

Intel Corporation designs, manufactures, and sells computer components and re-
lated products worldwide. The Company's major products include conferencing,
microprocessors, flash memory products, chipsets, graphics products, embedded
processors and microcontrollers, network and communications products, and digi-
tal imaging products.

Intuit Inc. (INTU)

Intuit Inc. is a top maker of personal finance software. The Company's products
include Quicken personal finance and TurboTax tax filing applications, as well
as small-business accounting and tax software. Intuit offers Internet products
and services such as financial news site Quicken.com, payroll processing, and
mortgage filing.

Microsoft Corporation (MSFT)

Microsoft Corporation develops, manufactures, licenses, and supports a range of
software products, including scalable operating systems, server applications,
business and consumer productivity applications, software development tools,
and Internet software and technologies. The Company is best known for its
Microsoft MS-DOS and Microsoft Windows operating systems.

MindSpring Enterprises, Inc. (MSPG)

MindSpring Enterprises, Inc. is a national Internet access provider that fo-
cuses on serving individual subscribers. The Company also provides Web hosting
and dedicated access lines for business customers.

Net.B@nk, Inc. (NTBK)

Net.B@nk, Inc. owns and operates the Atlanta Internet Bank. The Company pro-
vides banking services to consumers utilizing the Internet for commercial and
financial services. Information can be accessed seven days a week, 24 hours a
day from a personal computer, by means of a Web browser, ATM, telephone, fax or
United States mail.

NOVA Corporation (NIS)

NOVA Corporation provides transaction processing services, related software ap-
plication products, and value-added services to small-to-medium sized mer-
chants. The Company's services include credit and debit card processing and
check verification.

Oracle Corporation (ORCL)

Oracle Corporation designs, develops, markets, and supports computer software
products with a variety of uses, including database management, application de-
velopment, and business intelligence and applications.

priceline.com Incorporated (PCLN)

priceline.com Incorporated allows customers to choose the prices they want to
pay for a variety of products and services--including airline tickets, hotel
rooms, and home mortgages--through its Web site. The Company's patented reverse
auction system communicates bids to companies willing to sell excess inventory
or services at below-retail prices.

The SABRE Group Holdings, Inc. (TSG)

The SABRE Group Holdings, Inc. engages in the electronic distribution of travel
through its proprietary travel reservation and information system, SABRE(R).
The Company provides solutions to the airline industry and fulfills much of the
data processing, network, and distributed systems needs of American Airlines.

The Charles Schwab Corporation (SCH)

The Charles Schwab Corporation is a discount brokerage and one of the top dis-
tributors of mutual funds. The Company, which dominates online trading, has be-
gun an international expansion and is moving to offer more investment advisory
and asset allocation services.

---
14
<PAGE>

Security Dynamics Technologies, Inc. (SDTI)

Security Dynamics Technologies, Inc. designs, develops, markets, and supports a
family of security products used to protect and manage access to computer-based
information resources.

Sotheby's Holdings, Inc. (BID)

Sotheby's Holdings, Inc. auctions fine arts, antiques, and collectibles through
its 20 auction centers around the world and over the Internet. The Company also
provides loans to museums and dealers and operates a luxury real estate invest-
ment brokerage.

Sterling Commerce, Inc. (SE)

Sterling Commerce, Inc. develops, markets and supports electronic commerce
products, services, and solutions worldwide. The Company's customers include
the banking, healthcare, manufacturing, pharmaceutical, retail, telecommunica-
tions, and transportation industries.

Sun Microsystems, Inc. (SUNW)

Sun Microsystems, Inc. supplies enterprise network computing products, includ-
ing desktop systems, servers, storage subsystems, network switches, software,
microprocessors, and a full range of services and support. The Company's prod-
ucts are used for commercial and technical applications in various industries.

Wal-Mart Stores, Inc. (WMT)

Wal-Mart Stores, Inc. is the world's largest retailer. The Company operates
more than 3,500 Wal-Mart discount stores, Sam's Club members-only warehouse
stores, and Wal-Mart Supercenters (combination discount/grocery stores) world-
wide.

Yahoo! Inc. (YHOO)

Yahoo! Inc. is a global Internet media company that offers a network of branded
World Wide Web programming. The Company provides targeted Internet resources
and communications services for a broad range of audiences.

---
15
<PAGE>

Nuveen Internet Five-Year Sector Portfolio, May 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the stocks of Internet companies. The Portfolio is
diversified across many Internet products and services industries including
browser software, hardware, networking equipment, service provider and network
security.

The stocks are expected to remain in the Portfolio until termination.

Security Selection

To create the Portfolio, the Sponsor follows these steps:

. selects Industry Groups from various indexes that comprise the sector;

. determines weighting of each Industry Group within the Portfolio;

. assesses the relative attractiveness of stocks within each Industry Group;

. checks stocks for extraordinary corporate events that may prevent them from
meeting the Portfolio's quality standards; and

. examines the next stock on the list in order of market capitalization, if a
stock is excluded.

As of the Initial Date of Deposit, the stocks in the Portfolio are approxi-
mately equally dollar weighted.

Sector Description

The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. The Sponsor believes that recent industry trends have stimulated
both growth and demand. The number of users of the Internet has grown exponen-
tially. Recent rapid growth in the personal computer industry has increased
Internet growth potential through an expanded universe of users as personal
computers are the most prevalent gateway to the Internet. Despite the in-
creased popularity of the Internet, only 18% of U.S. households and 132 coun-
tries worldwide were accessing the Internet at the end of 1997. The Sponsor
believes that this low rate of penetration indicates great potential for
Internet growth.

Primary Risks

You can lose money by investing in the Portfolio. In addition, the Portfolio
may not perform as well as you hope. These things can happen for various rea-
sons, including:

. Stock prices can be volatile.

. Share prices or dividend rates on the stocks may decline during the life of
the Portfolio.

. The Portfolio is not actively managed and may continue to purchase or hold a
stock included in the Portfolio even though the stock's outlook or its mar-
ket value or yield may have changed.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own Internet stocks in one convenient package;

. You want capital appreciation potential;

. The Portfolio represents only a portion of your overall investment portfo-
lio; and

. The Portfolio is part of a longer term investment strategy.

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning a concentrated eq-
uity investment;

. You are seeking preservation of capital or high current income; or

.You do not have a long-term investment horizon.

---
16
<PAGE>

Fees and Expenses

This table shows the fees and expenses you may pay, directly or indirectly,
when you invest in the Portfolio.

Estimated Annual Operating Expenses

Maximum Organization Costs(1)...................... $ 0.0173 $ 1.73

(1) Organization costs are deducted from Portfolio assets at the earlier of the
close of the initial offering period or six months after the Initial Date
of Deposit.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
Total
Upfront Deferred Maximum
Sales Sales Sales
Number of Units(1) Charge(2) Charge Charge
-------------------------------------------------- --------- -------- -------
<S> <C> <C> <C>
Less than 5,000................................... 1.00% $0.35 4.50%
5,000 to 9,999.................................... 0.75% $0.35 4.25%
10,000 to 24,999.................................. 0.50% $0.35 4.00%
25,000 to 49,999.................................. 0.00% $0.35 3.50%
50,000 to 99,999.................................. 0.00% $0.35(3) 2.50%
100,000 or more................................... 0.00% $0.35(3) 1.50%
</TABLE>
- ---------
(1) Sales charge reductions are computed both on a dollar basis and on the ba-
sis of the number of Units purchased, using the equivalent of 5,000 Units
to $50,000, 10,000 Units to $100,000 etc., and will be applied on that ba-
sis which is more favorable to you.
(2) The Upfront Sales Charge is based on the Unit price on the Initial Date of
Deposit. The percentage amount of the Upfront charge will vary as the Unit
price varies and after deferred charges begin.
(3) All Units are subject to the same deferred sales charges. When the deferred
charges exceed the maximum sales charge, you will be given extra Units at
the time of purchase.

The maximum sales charge on reinvested dividends is $0.35 per Unit.

Example

This example may help you compare the cost of investing in the Portfolio to the
cost of investing in other funds.

<TABLE>
<CAPTION>
1 Year 3 Years Life (5 Years) of Portfolio
------- ------- ---------------------------
<S> <C> <C>
$639.97 $686.99 $735.17
</TABLE>

See "Trust Operating Expenses" in Part B of the Prospectus for additional in-
formation regarding expenses.

---
17
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments

(at the Initial Date of Deposit, May 19, 1999)

Nuveen Internet Five-Year Sector Portfolio, May 1999

<TABLE>
<CAPTION>
Percentage
of
Aggregate Cost of Current
Number of Ticker Offering Market Value Securities to Dividend
Shares Name of Issuer of Securities(1) Symbol Price per Share Portfolio(2) Yield(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Internet Navigational Services: 11.98%
40 Go2Net, Inc. GNET 3.98% $125.0000 $ 5,000 N/A
94 InfoSpace.com, Inc. INSP 4.00% 53.5000 5,029 N/A
32 Yahoo! Inc. YHOO 4.00% 156.8125 5,018 N/A
PC Hardware: 19.97%
191 Compaq Computer Corporation CPQ 3.99% 26.2500 5,014 0.3048%
114 Dell Computer Corporation DELL 4.00% 44.0625 5,023 N/A
48 EMC Corporation EMC 4.03% 105.3125 5,055 N/A
21 International Business Machines Corporation IBM 3.98% 238.2500 5,003 0.4029%
78 Sun Microsystems, Inc. SUNW 3.97% 63.8125 4,977 N/A
Software: 8.06%
64 Microsoft Corporation MSFT 4.01% 78.6875 5,036 N/A
55 RealNetworks, Inc. RNWK 4.05% 92.3750 5,081 N/A
Telecommunication Equipment & Data
Networking: 23.87%
50 Broadcom Corporation BRCM 3.92% 98.3750 4,919 N/A
43 Cisco Systems, Inc. CSCO 3.98% 116.1875 4,996 N/A
85 Lucent Technologies Inc. LU 3.99% 59.0000 5,015 0.1356%
67 Nortel Networks Corporation (4) NT 4.00% 75.0000 5,025 0.4000%
103 Vitesse Semiconductor Corporation VTSS 3.99% 48.6250 5,008 N/A
179 3Com Corporation COMS 3.99% 28.0000 5,012 N/A
Telecommunication & Internet Services: 36.12%
37 America Online, Inc. AOL 3.99% 135.1250 5,000 N/A
34 At Home Corporation ATHM 4.07% 150.2500 5,109 N/A
85 AT&T Corp. T 3.99% 58.9375 5,010 1.4931%
21 CMGI, Inc. CMGI 4.00% 239.4375 5,028 N/A
42 CNET, Inc. CNET 4.00% 119.6250 5,024 N/A
81 EarthLink Network, Inc. ELNK 4.01% 62.1250 5,032 N/A
57 MCI WorldCom, Inc. WCOM 4.03% 88.8750 5,066 N/A
58 MindSpring Enterprises, Inc. MSPG 4.02% 87.1250 5,053 N/A
56 Qwest Communications International Inc. QWST 4.01% 89.8125 5,030 N/A
----- ------ --------
1,735 100.00% $125,563
===== ====== ========
</TABLE>
- ---------
See "Notes to Portfolios."

Please note that if this prospectus is used as a preliminary prospectus for fu-
ture Nuveen Defined Portfolios, the portfolio will contain different stocks
from those described above.

---
18
<PAGE>

Securities Descriptions

The stocks of the following companies are included in the Portfolio:

AT&T Corp. (T)

AT&T Corp. provides voice, data, and video telecommunication services and prod-
ucts to consumers and businesses. The Company is the top long distance provider
in the U.S. and, with recent acquisitions, the top cable operator as well. AT&T
also offers local, international, and wireless telephone services and Internet
access.

America Online, Inc. (AOL)

At Home Corporation (ATHM)

Broadcom Corporation (BRCM)

CMGI, Inc. (CMGI)

CMGI, Inc. develops and operates Internet and direct marketing companies, as
well as venture funds focused on the Internet. The Company's subsidiaries in-
clude ADSmart Corporation; Engage Technologies, Inc.; Accipiter, Inc.;
InfoMation Publishing Corporation; NaviSite Internet Services Corporation;
Planet Direct Corporation; and Password Internet Publishing Corporation.

CNET, Inc. (CNET)

Cisco Systems, Inc. (CSCO)

frame relay/ATM, and remote access concentrators, which allow people to access
or transfer information without regard to differences in time, place, or type
of computer system.

Compaq Computer Corporation (CPQ)

Compaq Computer Corporation designs, develops, manufactures, and markets a
range of computing products, including desktop and portable computers and tower
PC servers. The Company markets its products to business, home, government, and
education customers.

Dell Computer Corporation (DELL)

Dell Computer Corporation designs, develops, manufactures, markets, services,
and supports a variety of computer systems, including desktops, notebooks and
network services. The Company also customizes products and services to end-user
requirements.

EMC Corporation (EMC)

EMC Corporation designs, manufactures, markets and supports a wide range of
storage-related hardware and software for a variety of markets, including main-
frames, networks, information storage and retrieval systems.

EarthLink Network, Inc. (ELNK)

EarthLink Network, Inc. is an Internet service provider which supplies access,
information, assistance, and services to its customers, introducing them to the
Internet. The Company has more than one million customers throughout the United
States and Canada.

Go2Net, Inc. (GNET)

Go2Net, Inc. offers branded Web sites in areas such as personal finance, infor-
mation search, commerce, and games. The Company's Web destinations include Sil-
icon Investor, a financial discussion site; MetaCrawler, a search/index guide;
and HyperMart, a Web hosting service.

InfoSpace.com, Inc. (INSP)

InfoSpace.com, Inc. supplies more than 800 Web sites with content such as na-
tional Yellow and White Pages directories, city guides, maps, classified adver-
tisements, sports and weather forecasts. The Company also provides information
to suppliers of cellular phones and digital pagers.

International Business Machines Corporation (IBM)

International Business Machines Corporation develops, manufactures and sells
advanced technology processing products, including computers and microelec-
tronic technology, software, networking systems and information technology-re-
lated services.

Lucent Technologies Inc. (LU)

---
19
<PAGE>

MCI WorldCom, Inc. (WCOM)

Microsoft Corporation (MSFT)

MindSpring Enterprises, Inc. (MSPG)

Nortel Networks Corporation (NT)

Qwest Communications International Inc. (QWST)

RealNetworks, Inc. (RNWK)

RealNetworks, Inc. pioneered the streaming software that allows real-time de-
livery of audio and video broadcasts over the Internet and intranets. Customers
that have purchased the Company's broadcasting tools and services include ABC,
NBC, and Dow Jones.

Sun Microsystems, Inc. (SUNW)

3Com Corporation (COMS)

3Com Corporation provides networking solutions that include switches, hubs, re-
mote access systems, routers, network management software, network interface
cards, and modems. The Company's Palm Computing unit makes the PalmPilot elec-
tronic organizer.

Vitesse Semiconductor Corporation (VTSS)

Vitesse Semiconductor Corporation designs, develops, manufactures, and markets
digital high-bandwidth communications and automatic test equipment (ATE) inte-
grated circuits. The Company's products address the needs of telecommunica-
tions, data communications, and ATE equipment manufacturers.

Yahoo! Inc. (YHOO)

---
20
<PAGE>

How to Buy and Sell Units

Investing in the Portfolios

The minimum investment is normally $1,000 or 100 Units, whichever is less.
However, for IRA purchases, the minimum investment is $500 or the nearest
whole number of Units whose value is less than $500.

You can buy Units from any participating dealer.

As of May 19, 1999, the Initial Date of Deposit, the per Unit Public Offering
Price for each Portfolio is $10.00. As described above, Units are subject to
an upfront sales charge that is equal to the difference between the total max-
imum sales charge of 4.5% of the Public Offering Price and the remaining de-
ferred sales charges. If a Portfolio has any remaining deferred sales charges,
you will also pay those charges. The Public Offering Price includes the
upfront sales charge and the estimated organization cost of $0.0173 per Unit.
The Public Offering Price changes every day with changes in the price of the
securities. As of the close of business on May 19, 1999, the number of Units
of each Portfolio may be adjusted so that the per Unit Public Offering Price
will equal $10.00.

If you are buying Units with assets received from the redemption or termina-
tion of another Nuveen Defined Portfolio, you will pay a reduced sales charge
of $0.35 per Unit. You may also buy Units with that sales charge if you are
purchasing Units with the termination proceeds from a non-Nuveen unit trust
with a similar investment strategy. Such purchases entitled to this sales
charge reduction may be classified as "Rollover Purchases." In addition, Wrap
Account Purchases and certain other investors described in Part B of the Pro-
spectus, may buy Units at the Public Offering Price for non-breakpoint pur-
chases minus the concession the Sponsor typically allows for dealers for non-
breakpoint purchases.

Each Portfolio's securities are valued by the Evaluator, The Chase Manhattan
Bank, generally on the basis of their closing sales prices on the applicable
national securities exchange or The Nasdaq Stock Market, Inc. every business
day.

The Sponsor intends to periodically create additional Units of each Portfolio.
See "Nuveen Defined Portfolios" and "Composition of Trusts" in Part B of the
Prospectus for more details.

See "Public Offering Price" and "Market for Units" in Part B for additional
information and secondary market sales charges.

Sales or Redemptions

Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value. Unitholders who purchase at least
1,000 Units may elect to be distributed the underlying stock, rather than
cash, if the election is made at least five business days prior to a Portfo-
lio's termination.

Although not obligated to do so, the Sponsor, John Nuveen & Co. Incorporated,
may maintain a market for Units and offer to repurchase the Units at prices
based on their current market value. If a secondary market is not maintained,
a Unitholder may still redeem Units through the Trustee.

During the period ending with the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period, the price at which the
Trustee will redeem Units and the price at which the Sponsor may repurchase
Units include estimated organization costs. After such period, the amount paid
will not include such estimated organization costs.

Any applicable deferred sales charges remaining on Units at the time of their
sale or redemption will be collected at that time.

See "Redemption" and "Market for Units" in Part B of the Prospectus for de-
tails.

Risk Factors

You can lose money by investing in a Portfolio. Recently, equity markets have
experienced significant volatility. Your investment is at risk primarily be-
cause of:

. Market risk

Market risk is the risk that a particular stock in a Portfolio, the Portfo-
lio itself or stocks in general may fall in value. Market value may be af-
fected by a variety of factors including:

--General stock market movements;

---
21
<PAGE>

--Changes in the financial condition of an issuer or an industry;

--Changes in perceptions about an issuer or an industry;

--Interest rates and inflation;

--Governmental policies and litigation; and

--Purchases and sales of securities by a Portfolio.

. Inflation risk

Inflation risk is the risk that the value of assets or income from invest-
ments will be less in the future as inflation decreases the value of money.

. Small company risk

Some of the stocks selected for the Portfolios may be issued by small capi-
talization companies. These stocks customarily involve more investment risk
than larger capitalization stocks. These additional risks are due in part to
the following factors. Small cap companies may:

--Have limited product lines, markets or financial resources;

--Have less publicly available information;

--Lack management depth or experience;

--Be less liquid;

--Be more vulnerable to adverse general market or economic developments; and

--Be dependent upon products that were recently brought to market or key
personnel.

. Concentration risk

When stocks in a particular industry make up 25% or more of a Portfolio, it
is said to be "concentrated" in that industry, which makes a Portfolio less
diversified and subject to more market risk. The Portfolios are concentrated
in the securities of their respective industries.

Communications/Bandwidth Industry--Here is what you should know about a con-
centration in stocks of the communications/bandwidth industry:

--Companies involved in this industry must contend with:

rapid changes in technology;

intense competition due to deregulation;

rapid obsolescence of products and services;

cyclical market patterns;

evolving industry standards;

deregulation; and

frequent new product introductions.

--The stocks of many communications/ bandwidth companies have exceptionally
high price-to-earnings ratios with little or no earnings histories.

--Many Communications/Bandwidth companies have experienced extreme price and
volume fluctuations that often have been unrelated to their operating per-
formance.

--An unexpected change in one or more of the technologies affecting an is-
suer's products or in the market for products based on a particular tech-
nology could have an adverse effect on an issuer's operating results.

--Operating results and customer relationships could be adversely affected
by:

an increase in price for, or an interruption or reduction in supply of,
any key components; and

the failure of the issuer to comply with rigorous industry standards.

Internet and e-Commerce Industries--Here is what you should know about a
concentration in stocks of the Internet and e-Commerce industries:

--Companies involved in these industries must contend with:

rapid changes in technology;

worldwide competition;

rapid obsolescence of products and services;

cyclical market patterns;

evolving industry standards;

frequent new product introductions; and

the considerable risk of owning small capitalization companies that have
recently begun operations.

--The stocks of many Internet and e-Commerce companies have exceptionally
high price-to-earnings ratios with little or no earnings histories.

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22
<PAGE>

--Many Internet and e-Commerce companies have experienced extreme price and
volume fluctuations that often have been unrelated to their operating per-
formance.

--Operating results and customer relationships could be adversely affected
by:

an increase in price for, or an interruption or reduction in supply of,
any key components; and the failure of the issuer to comply with evolving
industry standards.

.Foreign risks

Certain of the securities included in the Portfolios may be foreign securi-
ties or American Depositary Receipts ("ADRs") of foreign companies. ADRs are
denominated in U.S. dollars and are typically issued by a U.S. bank or trust
company. An ADR evidences ownership of an underlying foreign security. For-
eign securities present risks beyond securities of U.S. issuers. Foreign
companies may be affected by:

--adverse political, diplomatic and economic developments;

--changes in foreign currency exchange rates; and

--taxes and less publicly available information.

Distributions

Income Distributions

Cash dividends received by each Portfolio, net of expenses, will be paid each
June 30 and December 31 ("Income Distribution Dates"), beginning December 31,
1999, to Unitholders of record each June 15 and December 15 ("Income Record
Dates"), respectively.

Capital Distributions

Distributions of funds in the Capital Account, net of expenses, will be made
when a Portfolio terminates. In certain circumstances, additional distribu-
tions may be made.

See "Distributions To Unitholders" in Part B of the Prospectus for more de-
tails.

General Information

Termination

Commencing on May 14, 2004, the Mandatory Termination Date, the securities in
the Portfolios will begin to be sold as prescribed by the Sponsor. The Trustee
will provide written notice of the termination to Unitholders which will spec-
ify when certificates may be surrendered.

Unitholders will receive a cash distribution within a reasonable time after a
Portfolio terminates. However, Unitholders who purchase at least 1,000 Units
may elect to be distributed the underlying stock if the election is made at
least five business days prior to a Portfolio's termination. See "Distribu-
tions to Unitholders" and "Other Information--Termination of Indenture" in
Part B of the Prospectus for more details.

The Sponsor

Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous
with investments that withstand the test of time. Today, we offer a range of
equity and fixed-income unit trusts designed to suit the unique circumstances
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-
ficient investing, believes that a carefully selected portfolio can play an
important role in building and sustaining the wealth of a lifetime. More than
1.3 million investors have trusted Nuveen to help them maintain the lifestyle
they currently enjoy.

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

Portfolio Selection

The stocks included in the Portfolios were selected by Nuveen's research de-
partment with the assistance of Lehman Brothers Inc., a 148-year-old global
investment bank with over 100 equity analysts.

Dealer Concessions

The Sponsor plans to allow a concession of 3.50% of the Public Offering Price
for non-breakpoint purchases of Units to dealer firms in connection with the
sale of Units in a given transaction.

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23
<PAGE>

The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases, as follows:

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

<TABLE>
<CAPTION>
%
Concession
Number of Units* per Unit
- ---------------- ----------
<S> <C>
Less than 5,000...................................................... 3.50%
5,000 to 9,999....................................................... 3.25
10,000 to 24,999..................................................... 3.00
25,000 to 49,999..................................................... 2.50
50,000 to 99,999..................................................... 1.50
100,000 or more...................................................... 0.75
Rollover Purchases (per Unit)........................................ $0.25
Wrap Account Purchases............................................... 0.00
</TABLE>
*Sales charge reductions are computed both on a dollar basis and on the basis
of the number of Units purchased, using the equivalent of 5,000 Units to
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis
which is more favorable to you and may result in a reduction in the discount
per Unit.

For secondary market sales, the Sponsor plans to allow a concession of 3.50%
the Public Offering Price to dealer firms.

See "Distributions of Units to the Public" in Part B of the Prospectus for ad-
ditional information on dealer concessions and volume incentives.

Optional Features

Letter of Intent (LOI)

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

Reinvestment

Distributions from a Portfolio can be invested with no sales charge into
Nuveen mutual or money market funds. Also, income and certain capital distri-
butions from a Portfolio can be reinvested at a reduced sales charge into ad-
ditional Units of the Portfolio. Distributions reinvested into a Portfolio are
subject to any remaining deferred sales charges. See "Distributions to
Unitholders" and "Accumulation Plan" in Part B of the Prospectus for details.

Nuveen Mutual Funds

Portfolio purchases may be applied toward breakpoint pricing discounts for
Nuveen Mutual Funds. For more information about Nuveen investment products,
obtain a prospectus from your financial adviser.

---
24
<PAGE>

- -------------------------------------------------------------------------------
Notes to Portfolios

(1) All securities are represented by regular way contracts to purchase such
securities for the performance of which an irrevocable letter of credit
has been deposited with the Trustee. The contracts to purchase the securi-
ties were entered into by the Sponsor on May 18, 1999.

(2) The cost of the securities to each Portfolio represents the aggregate un-
derlying value with respect to the securities acquired (generally deter-
mined by the closing sale prices of the listed securities on the business
day preceding the Initial Date of Deposit). The valuation of the securi-
ties has been determined by the Trustee. As of the Initial Date of Depos-
it, other information regarding the securities is as follows:

<TABLE>
<CAPTION>
Estimated Estimated Net
Annual Income Annual Income
Value of Cost to Gain Distributions Distributions
Securities Sponsor (loss) Per Portfolio Per Unit
---------- -------- ------ ------------- --------------
<S> <C> <C> <C> <C> <C>
Bandwidth Five-Year
Sector Portfolio....... $125,014 $125,075 $ (61) $258 Not Applicable
e-Commerce Five-Year
Sector Portfolio....... $174,964 $175,315 $(351) $ 97 Not Applicable
Internet Five-Year
Sector Portfolio....... $125,563 $125,507 $ 56 $137 Not Applicable
</TABLE>

Estimated Annual Income Distributions are based on the most recent ordinary
dividend paid on that security. Estimated Net Annual Income Distributions
per Unit are based on the number of Units, the fractional undivided interest
in the securities per Unit and the aggregate value of the securities per
Unit as of the Initial Date of Deposit. Investors should note that the ac-
tual amount of income distributed per Unit by a Portfolio will vary from the
estimated amount due to a variety of factors including, changes in the items
described in the preceding sentence, expenses and actual dividends declared
and paid by the issuers of the securities.

(3) Current Dividend Yield for each security was calculated by annualizing the
most recent ordinary dividend paid on that security and dividing the re-
sult by that security's closing sale price on the business day prior to
the Initial Date of Deposit.

(4) This security represents the common stock of a foreign company which
trades directly on a United States national securities exchange.

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

---
25
<PAGE>

Statements of Condition

(at the Initial Date of Deposit, May 19, 1999)

<TABLE>
<CAPTION>
Bandwidth e-Commerce Internet
Five-Year Five-Year Five-Year
Sector Sector Sector
Portfolio Portfolio Portfolio
--------- ---------- ---------
<S> <C> <C> <C>
Trust Property
Investment in securities represented by pur-
chase contracts(1)(2)......................... $125,014 $174,964 $125,563
======== ======== ========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)..................... $ 4,419 $ 6,186 $ 4,439
Reimbursement of Sponsor for organization
costs(4).................................... 218 306 219
-------- -------- --------
Total..................................... $ 4,637 $ 6,492 $ 4,658
======== ======== ========
Interest of Unitholders:
Units of fractional undivided interest out-
standing.................................... 12,627 17,673 12,683
Cost to investors(5)......................... $126,221 $176,651 $126,774
Less: Gross underwriting commission(6)...... 5,626 7,873 5,650
Less: Organization costs(4)................. 218 306 219
-------- -------- --------
Net amount applicable to investors........... $120,377 $168,472 $120,905
-------- -------- --------
Total..................................... $125,014 $174,964 $125,563
======== ======== ========
</TABLE>
- ---------

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

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

(3) Represents the amount of mandatory distributions from the Portfolio ($0.35
per Unit), payable to the Sponsor in five equal monthly installments of
$0.07 per Unit beginning on December 31, 1999, and on the last business
day of each month thereafter through April 28, 2000.

(4) A portion of the Public Offering Price consists of an amount sufficient to
reimburse the Sponsor for all or a portion of the costs of establishing a
Portfolio. These costs have been estimated at $0.0173 per Unit for each
Portfolio. A payment will be made as of the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period to
an account maintained by the Trustee from which the obligations of the in-
vestors to the Sponsor will be satisfied. To the extent that actual organ-
ization costs are greater than the estimated amount, only the estimated
organization costs added to the Public Offering Price will be reimbursed
to the Sponsor and deducted from the assets of a Portfolio.

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

(6) The gross underwriting commission of 4.50% per Unit includes both an up-
front and a deferred sales charge and has been calculated on the assump-
tion that the Units sold are not subject to a reduction of sales charges.
In single transactions involving 5,000 Units or more, the sales charge is
reduced. (See "PUBLIC OFFERING PRICE" in Part B of this Prospectus.)

---
26
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 45:

We have audited the accompanying statements of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 45 as of May 19, 1999. These financial statements
are the responsibility of the Sponsor. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. Our proce-
dures included confirmation of the irrevocable letter of credit arrangement
for the purchase of securities, described in Note (2) to the statement of con-
dition, by correspondence with the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by the Sponsor,
as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the statements of condition and the schedules of investments
at date of deposit referred to above present fairly, in all material respects,
the financial position of Nuveen Unit Trusts, Series 45, as of May 19, 1999,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois

May 19, 1999.

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27
<PAGE>

[LOGO OF NUVEEN]
Defined NUVEEN UNIT TRUSTS, SERIES 45
Portfolios PROSPECTUS -- PART A

May 19, 1999

Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

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

This Prospectus does not contain complete information about each Portfolio
filed with the Securities and Exchange Commission in Washington, DC under the:

Securities Act of 1933 (file no. 333-77607)

Investment Company Act of 1940 (file no. 811-08103)

To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov

No person is authorized to give any information or representation about each
Portfolio not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.

When Units of a Portfolio are no longer available or for investors who will
reinvest into subsequent series of a Portfolio, this Prospectus may be used as
a preliminary Prospectus for a future series. If this is the case, investors
should note the following:

1. Information in this Prospectus is not complete and may be changed;

2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and

3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.

<PAGE>

[LOGO OF NUVEEN]
Defined Portfolios

Nuveen Equity Portfolio Prospectus

Prospectus Part B dated May 19, 1999

The Prospectus for a Nuveen Defined Portfolio (a "Trust") is divided into two
parts. Part A of the Prospectus relates exclusively to a particular Trust and
provides specific information regarding the Trust's portfolio, strategies,
investment objectives, expenses, financial highlights, income and capital
distributions, hypothetical performance information, risk factors and optional
features. Part B of the Prospectus provides more general information regarding
the Nuveen Defined Portfolios. You should read both Parts of the Prospectus and
retain them for future reference. Except as provided in Part A of the
Prospectus, the information contained in this Part B will apply to each Trust.

Additional information about the Trusts is provided in the Information
Supplement. You can receive an Information Supplement by calling The Chase
Manhattan Bank (the "Trustee") at (800) 257-8787.

Nuveen Defined Portfolios

Each Nuveen Defined Portfolio consists of a portfolio of Securities of
companies described in the applicable Part A of the Prospectus (see "Schedule
of Investments" in Part A of the Prospectus for a list of the Securities
included in a Trust).

Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units
whose value is less than $500 for IRA purchases), whichever is less.

Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee
at prices based upon the aggregate underlying value of the Securities
(generally determined by the closing sale prices of listed Securities and the
bid prices of over-the-counter traded Securities). During the period ending
with the earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus for the organization costs and see
"REDEMPTION" herein for a more detailed discussion of redeeming your Units.

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

Public Offering Price. Public Offering Price of a Trust during the Initial
Offering Period is based upon the aggregate underlying value of the Securities
in the Trust's portfolio (generally determined by the closing sale prices of
the listed Securities and the ask prices of over-the-counter traded Securities)
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,
plus a sales charge as set forth in Part A of the Prospectus and is rounded to
the nearest cent. The Public Offering Price during the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period also includes organization costs incurred in
establishing a Trust. These costs will be deducted from the assets of the Trust
as of the close of such period. See "Risk/Return Summary-Fees and Expenses" in
Part A of the Prospectus. For Units purchased in the secondary market, the
Public Offering Price is based upon the aggregate underlying value of the
Securities in the Trust (generally determined by the closing sale prices of the
listed Securities and the bid prices of over-the-counter traded Securities)
plus the sales charges as set forth herein. A pro rata share of accumulated
dividends, if any, in the Income Account from the preceding Record Date to, but
not including, the settlement date (normally three business days after
purchase) is added to the Public Offering Price. (See "PUBLIC OFFERING PRICE.")

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
NUVEEN DEFINED PORTFOLIOS.................................................. 3
COMPOSITION OF TRUSTS...................................................... 4
PUBLIC OFFERING PRICE...................................................... 5
MARKET FOR UNITS........................................................... 9
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 10
TAX STATUS................................................................. 10
RETIREMENT PLANS........................................................... 15
TRUST OPERATING EXPENSES................................................... 15
DISTRIBUTIONS TO UNITHOLDERS............................................... 16
ACCUMULATION PLAN.......................................................... 17
REPORTS TO UNITHOLDERS..................................................... 18
UNIT VALUE AND EVALUATION.................................................. 18
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 19
OWNERSHIP AND TRANSFER OF UNITS............................................ 21
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 21
REDEMPTION................................................................. 21
SPECIAL REDEMPTION, LIQUIDATION AND INVESTMENT IN A NEW TRUST.............. 23
PURCHASE OF UNITS BY THE SPONSOR........................................... 25
REMOVAL OF SECURITIES FROM THE TRUSTS...................................... 25
INFORMATION ABOUT THE TRUSTEE.............................................. 26
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 26
SUCCESSOR TRUSTEES AND SPONSORS............................................ 26
INFORMATION ABOUT THE SPONSOR.............................................. 27
INFORMATION ABOUT THE EVALUATOR............................................ 27
FORTUNE LICENSE AGREEMENT.................................................. 28
OTHER INFORMATION.......................................................... 28
LEGAL OPINION.............................................................. 29
AUDITORS................................................................... 29
SUPPLEMENTAL INFORMATION................................................... 29
</TABLE>

2
<PAGE>

Nuveen Defined Portfolios

This Nuveen Defined Portfolio is one of a series of separate but similar
investment companies created by the Sponsor, each of which is designated by a
different Series number. The Nuveen Defined Portfolios consist of, among
others, Strategy Trusts and Sector Trusts. Strategy Trusts include, but are
not limited to, Nuveen-Standard & Poor's Quality Buyback Portfolio, Nuveen Dow
5SM and Dow 10SM Portfolios, Nuveen Rittenhouse Concentrated Growth Portfolio,
and Nuveen-FORTUNE's America's Most Admired Companies Portfolio. Sector Trusts
include, but are not limited to, Nuveen Dow JonesSM Energy Sector Portfolio,
Nuveen Dow JonesSM Financial Services Sector Portfolio, Nuveen Dow JonesSM
Pharmaceutical Sector Portfolio, Nuveen Dow JonesSM Technology Sector
Portfolio, Nuveen Bandwidth Sector Portfolio, Nuveen e-Commerce Sector
Portfolio, Nuveen Internet Sector Portfolio, and Nuveen Retail Sector
Portfolio.

The underlying unit investment trusts contained in this Series are combined
under one Trust Indenture and Agreement. Specific information regarding each
Trust is set forth in Part A of this Prospectus. The various Nuveen Defined
Portfolios are collectively referred to herein as the "Trusts." This Series
was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement dated the Initial Date of Deposit (the "Indenture")
between John Nuveen & Co. Incorporated ("Nuveen" or the "Sponsor") and The
Chase Manhattan Bank (the "Trustee").

The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities of the companies described in the
applicable Part A of the Prospectus, together with funds represented by an
irrevocable letter of credit issued by a major commercial bank in the amount
required for their purchase (or the securities themselves). See "Schedule of
Investments" in Part A of the Prospectus, for a description of the Securities
deposited in the applicable Trust. See also, "Risk/Return Summary" and "Risk
Factors" in Part A of the Prospectus. As used herein, the term "Securities"
means the Securities (including contracts for the purchase thereof) initially
deposited in each Trust and described in the related portfolio and any
additional equity securities that may be held by a Trust.

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

Additional Units of a Trust may be issued from time to time following the
Initial Date of Deposit by depositing in such Trust additional Securities (or
contracts therefore backed by an irrevocable letter of credit or cash) or cash
(including a letter of credit) with instructions to purchase additional
Securities in the Trust. As additional Units are issued by a Trust as a result
of the deposit of additional Securities or cash by the Sponsor, the aggregate
value of the Securities in a Trust will be increased and the fractional
undivided interest in such Trust represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits of Securities, or cash
with instructions to purchase additional Securities, into a Trust following
the Initial Date of Deposit, provided that such additional deposits will be in
amounts which will maintain, within reasonable parameters, the same original
proportionate relationship among the Securities in such Trust established on
the Initial Date of Deposit. Thus, although additional Units will be issued,
each Unit will continue to represent the same proportionate amount of each
Security. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities or cash being
deposited by the Sponsor, the fractional undivided interest in a Trust
represented by each unredeemed Unit will decrease or increase accordingly,
although the actual interest in such Trust represented by such fraction will
remain unchanged. If the Sponsor deposits cash, however, existing and new
investors may experience a dilution of their investment and a

3
<PAGE>

reduction in their anticipated income because of fluctuations in the price of
the Securities between the time of the cash deposit and the purchase of the
Securities and because the Trust will pay the associated brokerage fees. To
minimize this effect, the Trust will try to purchase the Securities as close
to the evaluation time or as close to the evaluation price as possible. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until termination of the
Indenture.

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

Composition of Trusts

Each Trust initially consists of delivery statements relating to contracts
to purchase Securities (or of such Securities) as are listed under "Schedule
of Investments" in Part A of this Prospectus and, thereafter, of such
Securities as may continue to be held from time to time (including certain
securities deposited in the Trust to create additional Units or in
substitution for Securities not delivered to a Trust). To assist the Sponsor
in selecting Securities for certain Trusts, the Sponsor may use its own
resources to pay outside research service providers.

Limited Replacement of Certain Securities. Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any
Security. In the event of a failure to deliver any Security that has been
purchased for a Trust under a contract, including those Securities purchased
on a when, as and if issued basis ("Failed Securities"), the Sponsor is
authorized under the Indenture to direct the Trustee to acquire other
specified Securities ("Replacement Securities") to make up the original corpus
of the Trust within 20 days after delivery of notice of the failed contract
and the cost to the Trust may not exceed the amount of funds reserved for the
purchase of the Failed Securities.

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

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

Sale of Securities. Certain of the Securities may from time to time under
certain circumstances be sold. The proceeds from such events will be used to
pay for expenses or for Units redeemed or distributed to Unitholders and not
reinvested; accordingly, no assurance can be given that a Trust will retain
for any length of time its present size and composition.

4
<PAGE>

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

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

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

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

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

Litigation. Except as provided in Part A of the Prospectus, to the best
knowledge of the Sponsor, there is no litigation pending as of the Initial
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect on any of the Trusts. It is
possible that after the Initial Date of Deposit, litigation may be initiated
with respect to Securities in any Trust or current litigation may have
unexpected results. The Sponsor is unable to predict whether any such
litigation may have such results or may be instituted, or if instituted,
whether any such litigation might have a material adverse effect on the
Trusts.

Nuveen has obtained the descriptions of the companies in Part A from sources
it deems reliable. However, Nuveen has not independently verified the accuracy
or completeness of the information provided.

Public Offering Price

The Public Offering Price of the Units is based on the aggregate underlying
value of the Securities in the Trust (generally determined by the closing sale
prices of listed Securities and the ask prices of

5
<PAGE>

over-the-counter traded Securities), plus or minus cash, if any, in the Income
and Capital Accounts of the Trust, plus an initial sales charge equal to the
difference between the maximum sales charge (as set forth in Part A of the
Prospectus) per Unit and the maximum remaining deferred sales charge (as set
forth in Part A of the Prospectus) and is rounded to the nearest cent. In
addition, a portion of the Public Offering Price during the initial offering
period also consists of Securities in an amount sufficient to pay for all or a
portion of the costs incurred in establishing a Trust, including costs of
preparing the registration statement, the trust indenture and other closing
documents, registering Units with the Securities and Exchange Commission and
states, the initial audit of each Trust portfolio, the initial evaluation,
legal fees, the initial fees and expenses of the Trustee and any non-material
out-of-pocket expenses.

The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's organization
costs will be purchased in the same proportionate relationship as all the
Securities contained in the Trust. Securities will be sold to reimburse the
Sponsor for the Trust's organization costs at the earlier of six months after
the Initial Date of Deposit or the end of the initial offering period (a
shorter time period than the life of the Trust). During the period ending with
the earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the Trust organization costs, the
Trustee will sell additional Securities to allow the Trust to fully reimburse
the Sponsor. In that event, the net asset value per Unit will be reduced by
the amount of additional Securities sold. Although the dollar amount of the
reimbursement due to the Sponsor will remain fixed and will never exceed the
amount per Unit set forth for the Trusts in "Statement of Condition," this
will result in a greater effective cost per Unit to Unitholders for the
reimbursement to the Sponsor. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell such Securities to an
extent which will maintain the same proportionate relationship among the
Securities contained in the Trust as existed prior to such sale. See
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus.

Commencing on those dates set forth under "Risk/Return Summary--Fees and
Expenses" in Part A of this Prospectus, a deferred sales charge in an amount
described in Part A of the Prospectus will be assessed per Unit per applicable
month. If so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Mid-term Special Redemption and Liquidation
Period (as described under "Rollover Trusts" and "How to Buy and Sell Units--
Investing in the Portfolio" in Part A of the Prospectus) or Unitholders who
sell or redeem their Units prior to the Second Year Commencement Date (as
defined in Part A of the Prospectus) will not be subject to the Second Year
Deferred Sales Charge (see "Risk/Return Summary--Fees and Expenses" in Part A
of the Prospectus) and accordingly are only responsible for the remaining
First Year Deferred Sales Charge (see "Fees and Expenses" in Part A of the
Prospectus). The deferred sales charges will be paid from funds in the Capital
Account, if sufficient, or from the periodic sale of Securities. A pro rata
share of accumulated dividends, if any, in the Income Account from the
preceding Record Date to, but not including, the settlement date (normally
three business days after purchase) is added to the Public Offering Price. The
total maximum sales charge assessed to Unitholders on a per Unit basis will be
the amount set forth in "Risk/Return Summary--Fees and Expenses" in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION."

The sales charge applicable to quantity purchases is reduced on a graduated
scale as set forth in Part A of this Prospectus. For purposes of calculating
the applicable sales charge, purchasers who have indicated their intent to
purchase a specified amount of Units of any Nuveen unit investment trust in
the primary or secondary offering period by executing and delivering a letter
of intent to the Sponsor, which letter of intent must be in a form acceptable
to the Sponsor and shall have a maximum duration of thirteen months, will be
eligible to receive a reduced sales charge according to the graduated scale
provided in Part A of this Prospectus, based on the amount of intended
aggregate purchases (excluding purchases which are subject only to a deferred
sales charge) as expressed in the letter of intent. For

6
<PAGE>

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

For "secondary market" sales, the Public Offering Price is based on the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities), plus or minus cash, if any, in the Income and
Capital Accounts of a Trust, plus an initial sales charge equal to the
difference between the maximum sales charge and any remaining deferred sales
charges. The maximum sales charge for such purchases is as follows: (1) 2.75%
of the Public Offering Price for the Nuveen--The Dow 5SM Portfolio and the
Nuveen--The Dow 10SM Portfolio and (2) 4.50% of the Public Offering Price for
Nuveen Two-Year Sector Portfolios, Quality Buyback Portfolios and Fortune
Portfolios, which is reduced to 2.75% of the Public Offering Price on or after
the Second Year Commencement Date (as defined in Part A of the Prospectus).
Such investors will also be subject to any remaining deferred sales charges.
See "UNIT VALUE AND EVALUATION."

In the secondary market for Nuveen Five-Year Sector Portfolios, prior to the
completion of the deferred sales charge period, the maximum sales charge will
be 4.50% of the Public Offering Price. The upfront portion of the sales charge
will equal the difference between 4.5% of the Public Offering Price and any
remaining deferred sales charges. Unitholders that purchase more than 5,000
Units and certain classes of investors are entitled to purchase Units at
reduced sales charges as shown below.

<TABLE>
<CAPTION>
Total
Maximum
Number of Units Sales Charge
--------------- ------------
<S> <C>
Less than 5,000............................................ 4.50%
5,000 to 9,999............................................. 4.25%
10,000 to 24,999........................................... 4.00%
25,000 to 49,999........................................... 3.50%
50,000 to 99,999........................................... 2.50%
100,000 or more............................................ 1.50%
Wrap Account Purchases..................................... 1.00%
</TABLE>

7
<PAGE>

For secondary market sales after the completion of the deferred sales charge
period for Nuveen Five-Year Sector Portfolios, the maximum sales charge will
be a one-time charge of 4.5% of the Public Offering Price. Unitholders that
purchase more than 5,000 Units and certain classes of investors are entitled
to purchase Units at reduced sales charges shown below. Secondary market sales
charges are reduced by 1/2 of 1% on each subsequent May 31, commencing May 31,
2000, to a minimum sales charge of 3.0% of the Public Offering Price as shown
below with reduced sales charges for larger purchases and certain investors:

<TABLE>
<CAPTION>
Number of Units* Total Maximum Sales Charge
---------------- --------------------------------------------------------------------
4.5% 4.0% 3.5% 3.0%
---- ---- ---- ----
<S> <C> <C> <C> <C>
Less than 5,000 4.50 4.00 3.50 3.00
5,000 to 9,999 4.25 3.75 3.25 2.75
10,000 to 24,999 4.00 3.50 3.00 2.50
25,000 to 49,999 3.50 3.25 2.75 2.25
50,000 to 99,999 2.50 2.25 1.75 1.50
100,000 or more 1.50 1.25 1.00 0.75
Wrap Account Purchases 1.00 1.00 1.00 1.00
</TABLE>
--------

* Sales charge reductions are computed both on a dollar basis and on
the basis of the number of Units purchased, using the equivalent of
5,000 Units to $50,000, 10,000 Units to $100,000, etc., and will be
applied on that basis which is more favorable to Unitholders.

All Units are subject to the same deferred sales charges. When the
deferred charges exceed the maximum sales charge, Unitholders will
be given extra Units at the time of purchase.

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

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

The graduated sales charges for the primary offering period set forth in the
table provided in Part A of this Prospectus will apply on all applicable
purchases of Nuveen investment company securities on any one day by the same
purchaser in the amounts stated, and for this purpose purchases of a Trust
will be aggregated with concurrent purchases of any other Nuveen unit
investment trust or of shares of any open-end management investment company of
which the Sponsor is principal underwriter and with respect to the purchase of
which a sales charge is imposed. Purchases by or for the account of
individuals and their spouses, parents, children, grandchildren, grandparents,
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a
spouse's siblings ("immediate family members") will be aggregated to determine
the applicable sales charge. The graduated sales charges are also applicable
to a trustee or other fiduciary purchasing securities for a single trust
estate or single fiduciary account.

Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trusts
with the sales charge applicable for "Rollover Purchases" as provided in "How
to Buy and Sell Units" in Part A of the Prospectus. The dealer concession for
such purchases will be that applicable to "Rollover Purchases".

8
<PAGE>

Units may be purchased with the reduced sales charge provided for "Wrap
Account Purchases" under "How to Buy and Sell Units" in Part A of the
Prospectus, or herein by (1) investors who purchase Units through registered
investment advisers, certified financial planners and registered broker-
dealers who in each case either charge periodic fees for financial planning,
investment advisory or asset management services, or provide such services in
connection with the establishment of an investment account for which a
comprehensive "wrap fee" charge is imposed, (2) bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, (3) any person who for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to
investors, (4) officers and directors of bank holding companies that make
Units available directly or through subsidiaries or bank affiliates, and (5)
officers or directors and bona fide, full-time employees of Nuveen, Nuveen
Advisory Corp., Nuveen Institutional Advisory Corp., Rittenhouse Financial
Services, Inc., The John Nuveen Company, The McGraw Hill Companies Inc.
("McGraw-Hill") and Dow Jones & Company, Inc. ("Dow Jones"), including in each
case these individuals and their spouses, minor children, and parents,
however, purchases by parents and individuals associated with McGraw-Hill and
Dow Jones must be made through a registered broker-dealer and (6) any person
who for at least 90 days, has been an officer, director or bona fide employee
of any vendor who provides services to the Sponsor and who purchases Units
through a registered broker-dealer (collectively, the "Discounted Purchases").
(For individuals associated with McGraw Hill this privilege is only available
for purchases of Units of the Nuveen-Standard & Poor's Quality Buyback
Portfolio and for individuals associated with Dow Jones this privilege is only
available for purchases of Units of the Nuveen--The Dow 5sm Portfolio and the
Nuveen--The Dow 10sm Portfolio). However, if Part A of the Prospectus provides
for a Second Year Deferred Sales Charge (see "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus) such Unitholders that hold their Units
on or after the Second Year Commencement Date (as defined in Part A of the
Prospectus) will be subject to the Second Year Deferred Sales Charge.
Notwithstanding anything to the contrary in this Prospectus, investors who
purchase Units as described in this paragraph will not receive sales charge
reductions for quantity purchases.

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

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

Market for Units

During the initial public offering period, the Sponsor intends to offer to
purchase Units of each Trust at a price based upon the pro rata share per Unit
of the aggregate underlying value of the Securities in such Trust (generally
determined by the closing sale prices of listed Securities and the ask prices
of over-the-counter traded Securities). Afterward, although it is not
obligated to do so, the Sponsor may maintain a secondary market for Units of
each Trust at its own expense and continuously offer to purchase Units of each
Trust at prices, subject to change at any time, which are based upon the
aggregate underlying value of the Securities in a Trust (generally determined
by the closing sale prices of listed Securities and the bid prices of over-
the-counter traded Securities). During the period ending with the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period, the price at which the Sponsor expects to repurchase Units
(the "Sponsor's Repurchase Price") includes estimated organization costs per
Unit. After such period, the Sponsor's Repurchase Price will not include

9
<PAGE>

such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus. Unitholders who wish to dispose of
their Units should inquire of the Trustee or their broker as to the current
Redemption Price. Units subject to a deferred sales charge which are sold or
tendered for redemption prior to such time as the entire deferred sales charge
on such Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of sale or redemption. However, if so
provided in Part A of the Prospectus, Unitholders who elect to roll their
Units into a new series of the Trust or a trust with a similar investment
strategy during the Mid-term Special Redemption and Liquidation Period or
Unitholders who sell or redeem their Units prior to the Second Year
Commencement Date will not be subject to the Second Year Deferred Sales Charge
and accordingly are only responsible for the remaining First Year Deferred
Sales Charge. (See "REDEMPTION.")

In connection with its secondary market making activities, the Sponsor may
from time to time enter into secondary market joint account agreements with
other brokers and dealers. Pursuant to such an agreement, the Sponsor will
generally purchase Units from the broker or dealer at the Redemption Price (as
defined in "REDEMPTION") and will place the Units into a joint account managed
by the Sponsor; sales from the account will be made in accordance with the
then current prospectus and the Sponsor and the broker or dealer will share
profits and losses in the joint account in accordance with the terms of their
joint account agreement.

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

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

Evaluation of Securities at the Initial Date of Deposit

The prices at which the Securities deposited in the Trusts would have been
offered to the public on the business day prior to the Initial Date of Deposit
were determined by the Trustee.

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

Tax Status

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

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

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

10
<PAGE>

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

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

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

Deferred Sales Charge. Generally the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge is deferred. It is possible that for Federal income tax purposes, a
portion of the deferred sales charge may be treated as interest which should
be deductible by a Unitholder subject to limitations on the deduction of
investment interest. In such case, the non-interest portion of the deferred
sales charge should be added to the Unitholder's tax basis in his or her
Units. The deferred sales charge could cause the Unitholder's Units to be
considered to be debt-financed under Section 246A of the Code which would
result in a small reduction of the dividends

11
<PAGE>

received deduction. In any case, the income (or proceeds from redemption) a
Unitholder must take into account for Federal income tax purposes is not
reduced by amounts deducted to pay the deferred sales charge. Unitholders
should consult their own tax advisers as to the income tax consequences of the
deferred sales charge.

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

To the extent dividends received by a Trust are atrributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations. Unitholders should
consult with their tax advisers with respect to the limitations on and
possible modifications to the dividends received deduction.

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by a Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him or her. It should be noted that as a result of the Tax Reform Act of
1986, certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses will be deductible
by an individual only to the extent they exceed 2% of such individual's
adjusted gross income. Unitholder's may be required to treat some or all of
the expenses of a Trust as miscellaneous itemized deductions subject to this
limitation. Unitholders should consult with their tax advisers regarding the
limitations on the deductibility of Trust expenses.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")
provides that for taxpayers other than corporations, net capital gain (which
is defined as net long-term capital gain over net short-term capital loss for
the taxable year) realized from property (with certain exclusions) is subject
to a maximum marginal stated tax rate of 20% (10% in the case of certain
taxpayers in the lowest tax bracket). Capital gain or loss is long-term if the
holding period for the asset is more than one year, and is short-term if the
holding period for the asset is one year or less. The date on which a Unit is
acquired (i.e., the "trade date") is excluded for purposes of determining the
holding period of the Unit. Capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income.

In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult
with their tax advisers regarding the potential effect of this provision on
their investment in Units.

12
<PAGE>

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

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

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

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

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

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

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his or her Units will generally equal the price paid by such
Unitholder for his or her Units. The cost of the Units is allocated

13
<PAGE>

among the Securities held by the Trust in accordance with the proportion of
the fair market values of such Securities on the valuation date nearest the
date the Units are purchased in order to determine such Unitholder's tax basis
for his or her pro rata portion of each Security.

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

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

In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the
gross income of the foreign corporation for a three-year period ending with
the close of its taxable year preceding the year of payment was effectively
connected to the conduct of a trade or business within the United States. In
addition, such earnings may be exempt from U.S. withholding pursuant to a
specific treaty between the United States and a foreign country. Non-U.S.
Unitholders should consult their own tax advisers regarding the imposition of
U.S. withholding on distributions from the Trust.

It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the
potential tax consequences relating to the payment of any such withholding
taxes by a Trust. Any dividends withheld as a result thereof will nevertheless
be treated as income to the Unitholders. Because under the grantor trust
rules, an investor is deemed to have paid directly his share of foreign taxes
that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. A required holding period is imposed for such credits.

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

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

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

The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation
in New York or in other jurisdictions and should consult their own tax
advisers in

14
<PAGE>

this regard. As used herein, the term "U.S. Unitholder" means an owner of a
Unit in a Trust that (a) is (i) for United States federal income tax purposes
a citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income
of which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of
a United States trade or business. The term also includes certain former
citizens of the United States whose income and gain on the Units will be
taxable. Unitholders should consult their tax advisers regarding potential
foreign, state or local taxation with respect to the Units.

Retirement Plans

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

Trust Operating Expenses

No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor
and/or its affiliates do, however, receive an annual fee as set forth in
"Risk/Return Summary--Fees and Expenses" in Part A of the Prospectus for
maintaining surveillance over the portfolio and for performing certain
administrative services for the Trust (the "Sponsor's Supervisory Fee"). In
providing such supervisory services, the Sponsor may purchase research from a
variety of sources, which may include dealers of the Trusts. If so provided in
Part A of the Prospectus, the Sponsor may also receive an annual fee for
providing bookkeeping and administrative services for a Trust (the
"Bookkeeping and Administrative Fee"). Such services include, but are not
limited to, the preparation of comprehensive tax statements and providing
account information to the Unitholders. If so provided in Part A of the
Prospectus, the Evaluator may also receive an annual fee for performing
evaluation services for the Trusts (the "Evaluator's Fee"). In addition, if so
provided in Part A of the Prospectus, a Trust may be charged an annual
licensing fee to cover licenses for the use of service marks, trademarks and
trade names and/or for the use of databases and research. Estimated annual
Trust expenses are as set forth in Part A of this Prospectus; if actual
expenses are higher than the estimate, the excess will be borne by the Trust.
The estimated expenses do not include the brokerage commissions payable by the
Trust in purchasing and selling Securities.

The Trustee receives for ordinary recurring services an annual fee for each
Trust as set forth in "Risk/Return Summary--Fees and Expenses" appearing in
Part A of this Prospectus. The Trustee's Fee may be periodically adjusted in
response to fluctuations in short-term interest rates (reflecting the cost to
the Trustee of advancing funds to a Trust to meet scheduled distributions). In
addition, the Sponsor's Supervisory Fee, Bookkeeping and Administration Fee,
Evaluator's Fee and the Trustee's Fee may be adjusted in accordance with the
cumulative percentage increase of the United States Department of Labor's
Consumer Price Index entitled "All Services Less Rent of Shelter" since the
establishment of the Trusts. In addition, with respect to any fees payable to
the Sponsor or an affiliate of the Sponsor for providing bookkeeping and other
administrative services, supervisory services and evaluation services, such
individual fees may exceed the actual costs of providing such services for a
Trust, but at no time will the total amount received for such services, in the
aggregate, rendered to all unit investment trusts of which John Nuveen & Co.
Incorporated is the Sponsor in any calendar year exceed the actual cost to the
Sponsor or its affiliates of supplying such services, in the aggregate, in
such year. The Trustee has

15
<PAGE>

the use of funds, if any, being held in the Income and Capital Accounts of
each Trust for future distributions, payment of expenses and redemptions.
These Accounts are non-interest bearing to Unitholders. Pursuant to normal
banking procedures, the Trustee benefits from the use of funds held therein.
Part of the Trustee's compensation for its services to the Trusts is expected
to result from such use of these funds.

The following are additional expenses of the Trusts and, when paid by or are
owed to the Trustee, are secured by a lien on the assets of the Trust or
Trusts to which such expenses are allocable: (1) the expenses and costs of any
action undertaken by the Trustee to protect the Trusts and the rights and
interests of the Unitholders; (2) all taxes and other governmental charges
upon the Securities or any part of the Trusts (no such taxes or charges are
being levied or made or, to the knowledge of the Sponsor, contemplated); (3)
amounts payable to the Trustee as fees for ordinary recurring services and for
extraordinary non-recurring services rendered pursuant to the Indenture, all
disbursements and expenses, including counsel fees (including fees of counsel
which the Trustee may retain) sustained or incurred by the Trustee in
connection therewith; and (4) any losses or liabilities accruing to the
Trustee without negligence, bad faith or willful misconduct on its part. The
expenses are paid monthly and the Trustee is empowered to sell Securities in
order to pay these amounts if funds are not otherwise available in the
applicable Income and Capital Accounts.

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

Distributions to Unitholders

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

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

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a specified percentage of any distribution made by a
Trust if the Trustee has not been furnished the Unitholder's tax
identification number in the manner required by such regulations. Any amount
so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder under certain circumstances by contacting the
Trustee, otherwise the amount may be recoverable only when

16
<PAGE>

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

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

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

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

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

Accumulation Plan

The Sponsor is also the principal underwriter of several open-end mutual
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest
Trust distributions. Unitholders may elect to reinvest income and capital
distributions automatically, without any sales charge. Each Accumulation Fund
has investment objectives which differ in certain respects from those of the
Trusts and may invest in Securities which would not be eligible for deposit in
the Trusts. Further information concerning the Accumulation Plan and a list of
Accumulation Funds is set forth in the Information Supplement of this
Prospectus, which may be obtained by contacting the Trustee at (800) 257-8787.

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

17
<PAGE>

Reports to Unitholders

The Trustee shall furnish Unitholders of a Trust in connection with each
distribution, a statement of the amount of income, if any, and the amount of
other receipts (received since the preceding distribution) being distributed,
expressed in each case as a dollar amount representing the pro rata share of
each Unit of a Trust outstanding. Within a reasonable period of time after the
end of each calendar year, the Trustee shall furnish to each person, who at
any time during the calendar year was a registered Unitholder of a Trust, a
statement with respect to such Trust that provides (1) a summary of
transactions in the Trust for such year; (2) any Security sold during the year
and the Securities held at the end of such year by the Trust; (3) the
redemption price per Unit based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts of income and capital distributed during such year.

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

Unit Value and Evaluation

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

With respect to any Security not listed on a national exchange or The NASDAQ
Stock Market, Inc. or, with respect to a Security so listed but the Trustee
deems the closing sale price on the relevant exchange to be inappropriate as a
basis for valuation, upon the Trustee's request, the Sponsor shall, from time
to time, designate one or more evaluation services or other sources of
information on which the Trustee shall be authorized conclusively to rely in
evaluating such Security, and the Trustee shall have no liability for any
errors in the information so received. The cost thereof shall be an expense
reimbursable to the Trustee from the Income and Capital Accounts.

18
<PAGE>

Distributions of Units to the Public

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

Promptly following the deposit of Securities in exchange for Units of the
Trusts, it is the practice of the Sponsor to place all of the Units as
collateral for a letter or letters of credit from one or more commercial banks
under an agreement to release such Units from time to time as needed for
distribution. Under such an arrangement the Sponsor pays such banks
compensation based on the then current interest rate. This is a normal
warehousing arrangement during the period of distribution of the Units to
public investors. To facilitate the handling of transactions, sales of Units
shall be limited to transactions involving a minimum of either $1,000 or 100
Units ($500 or nearest whole number of Units whose value is less than $500 for
IRA purchases), whichever is less. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.

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

The Sponsor may maintain a secondary market for Units of each Trust. See
"MARKET FOR UNITS."

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

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

Initially, for Nuveen Five-Year Sector Portfolios, the Sponsor plans to allow
a concession to selling dealers in the secondary market of 3.5% of the Public
Offering Price for non-breakpoint purchases of Units in a given transaction.
The concession paid to dealers is reduced or eliminated in connection with
Units sold in transactions to investors that receive reduced sales charges
based on the number of Units sold or in connection with Units sold in Rollover
Purchases, Wrap Account Purchases and to other investors entitled to the sales
charge reduction applicable for Wrap Account Purchases provided in "PUBLIC
OFFERING PRICE", as shown below. Commencing with the last day of the month
following the end of the deferred sales charge period, the concession will be
65% of the then current maximum sales charge at the appropriate breakpoint
level.

<TABLE>
<CAPTION>
%
Discount
Number of Units* per Unit
---------------- --------
<S> <C>
Less than 5,000................................................ 3.50
5,000 to 9,999................................................. 3.25
10,000 to 24,999............................................... 3.00
25,000 to 49,999............................................... 2.50
50,000 to 99,999............................................... 1.50
100,000 or more................................................ 0.75
Wrap Account Purchases......................................... 0.00
</TABLE>
--------

* Sales charge reductions are computed both on a
dollar basis and on the basis of the number of
Units purchased, using the equivalent of 5,000
Units to $50,000, 10,000 Units to $100,000 etc.,
and will be applied on that basis which is more
favorable to you and may result in a reduction in
the discount per Unit.

19
<PAGE>

Volume incentives can be earned as a marketing allowance by Eligible Dealer
Firms who reach cumulative firm sales or sales arrangement levels of a
specified dollar amount of the Nuveen--The Dow 5SM Portfolios and Nuveen--The
Dow 10SM Portfolios sold in the primary market from August 18, 1998 through
December 31, 1999 (the "Incentive Period"), as set forth in the table below.
Eligible Dealer Firms are dealers that are providing marketing support for
Nuveen unit trusts in the form of 1) distributing or permitting the
distribution of marketing materials and other product information, 2)
providing Nuveen representatives access to the dealer's branch offices, and 3)
generally facilitating the placement of orders by the dealer's registered
representatives such as putting Nuveen unit trusts on their order entry
screens. Eligible Dealer Firms will not include firms that solely provide
clearing services to broker/dealer firms. For firms that meet the necessary
volume level, volume incentives may be given on all trades involving the
applicable trusts originated from or by that firm during such trusts' primary
offering period.

<TABLE>
<CAPTION>
Total dollar amount sold
over Incentive Period Volume Incentive
---------------------------- ----------------------------------------------------
<S> <C>
$ 10,000,000 to $ 49,999,999 0.10% on sales up to $49,999,999
$ 50,000,000 to $ 99,999,999 0.15% on sales between $50,000,000 and $99,999,999
$100,000,000 to $199,999,999 0.20% on sales between $100,000,000 and $199,999,999
$200,000,000 or more 0.25% on sales over $200,000,000
</TABLE>

In addition, volume incentives can be earned as a marketing allowance by
Eligible Dealer Firms who reach cumulative firm sales or sales arrangement
levels of a specified dollar amount of Nuveen unit trusts (other than any
series of the Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM
Portfolios) sold in the primary or secondary market during any quarter as set
forth in the table below. For purposes of determining the applicable volume
incentive rate for a given quarter, the dollar amount of all units sold over
the current and three previous quarters (the "Measuring Period") is
aggregated. The volume incentive received by the dealer firm will equal the
dollar amount of units sold during the current quarter times the highest
applicable rate for the Measuring Period. For firms that meet the necessary
volume level, volume incentives may be given on all applicable trades
originated from or by that firm.

<TABLE>
<CAPTION>
Total dollar amount sold
over Measuring Period Volume Incentive
-------------------------- --------------------------------
<S> <C>
$ 5,000,000 to $ 9,999,999 0.10% of current quarter sales
$10,000,000 to $19,999,999 0.125% of current quarter sales
$20,000,000 to $49,999,999 0.1375% of current quarter sales
$50,000,000 or more 0.15% of current quarter sales
</TABLE>

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

Firms are not entitled to receive any dealer concession or volume incentives
for any sales made to investors which qualified as Discounted Purchases (as
defined in "PUBLIC OFFERING PRICE") during the primary or secondary market.
(See "PUBLIC OFFERING PRICE.")

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

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Ownership and Transfer of Units

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

Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such
Certificate(s) to the Trustee, The Chase Manhattan Bank, at 4 New York Plaza,
New York, NY 10004-2413, properly endorsed or accompanied by a written
instrument or instruments of transfer. The Certificate(s) should be sent
registered or certified mail for the protection of the Unitholders. Each
Unitholder must sign such written request, and such Certificate(s) or transfer
instrument, exactly as his name appears on (a) the face of the Certificate(s)
representing the Units to be transferred, or (b) the Book Entry Position
Confirmation(s) relating to the Units to be transferred. Such signature(s) must
be guaranteed by a guarantor acceptable to the Trustee. In certain instances
the Trustee may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator
or certificates of corporate authority. Mutilated Certificates must be
surrendered to the Trustee in order for a replacement Certificate to be issued.
Although at the date hereof no charge is made and none is contemplated, a
Unitholder may be required to pay $2.00 to the Trustee for each Certificate
reissued or transfer of Units requested and to pay any governmental charge
which may be imposed in connection therewith.

Replacement of Lost, Stolen or Destroyed Certificates

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

Redemption

Unitholders may redeem all or a portion of their Units by (1) making a
written request for such redemption (book entry Unitholders may use the
redemption form on the reverse side of their Book Entry Position Confirmation)
to the Trustee at 4 New York Plaza, New York NY 10004-2413 (redemptions of
1,000 Units or more will require a signature guarantee), (2) in the case of
Units evidenced by a Certificate, by also tendering such Certificate to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signatures guaranteed as explained above, or provide satisfactory indemnity
required in connection with lost, stolen or destroyed Certificates and (3)
payment of applicable governmental charges, if any. Certificates should be sent
only by registered or certified mail to minimize the possibility of their being
lost or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.") No redemption fee will
be charged. A Unitholder may authorize the Trustee to honor telephone
instructions for the redemption of Units held in book entry form. Units
represented by Certificates may not be redeemed by telephone. The proceeds of
Units redeemed by telephone will be

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sent by check either to the Unitholder at the address specified on his account
or to a financial institution specified by the Unitholder for credit to the
account of the Unitholder. A Unitholder wishing to use this method of
redemption must complete a Telephone Redemption Authorization Form and furnish
the Form to the Trustee. Telephone Redemption Authorization Forms can be
obtained from a Unitholder's registered representative or by calling the
Trustee. Once the completed Form is on file, the Trustee will honor telephone
redemption requests by any authorized person. The time a telephone redemption
request is received determines the "date of tender" as discussed below. The
redemption proceeds will be mailed within three business days following the
telephone redemption request. Only Units held in the name of individuals may
be redeemed by telephone; accounts registered in broker name, or accounts of
corporations or fiduciaries (including among others, trustees, guardians,
executors and administrators) may not use the telephone redemption privilege.

On the third business day following the date of tender, the Unitholder will
be entitled to receive in cash for each Unit tendered an amount equal to the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern
time, or as of any earlier closing time on a day on which the Exchange is
scheduled in advance to close at such earlier time, on the date of tender as
defined hereafter ("Redemption Price"). During the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price per Unit includes estimated
organization costs per Unit. After such period, the Redemption Price will not
include such estimated organization costs. See "Risk/Return Summary--Fees and
Expenses" in Part A of the Prospectus. The price received upon redemption may
be more or less than the amount paid by the Unitholder depending on the value
of the Securities on the date of tender. Units subject to a deferred sales
charge which are tendered for redemption prior to such time as the entire
deferred sales charge on such Units has been collected will be assessed the
amount of the remaining deferred sales charge at the time of redemption.
However, if so provided in Part A of the Prospectus, Unitholders who elect to
roll their Units into a new series of the Trust or a trust with a similar
investment strategy during the Mid-term Special Redemption and Liquidation
Period or Unitholders who sell or redeem their Units prior to the Second Year
Commencement Date will not be subject to the Second Year Deferred Sales Charge
and accordingly are only responsible for the remaining First Year Deferred
Sales Charge. In addition, in the event of the death of a Unitholder within
the one-year period prior to redemption, any deferred sales charge remaining
at the time of redemption shall be waived. Unitholders should check with the
Trustee or their broker to determine the Redemption Price before tendering
Units.

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

If so provided in Part A of the Prospectus, any Unitholder tendering the
number of Units of a Trust set forth in Part A of the Prospectus for
redemption may request by written notice submitted at the time of tender from
the Trustee, in lieu of a cash redemption, a distribution of shares of
Securities in an amount and value of Securities per Unit equal to the
Redemption Price Per Unit, as determined as of the evaluation next following
tender. In-kind distributions ("In-Kind Distributions") shall be made by the
Trustee through the distribution of each of the Securities in book-entry form
to the account of the Unitholder's bank or broker/dealer at the Depository
Trust Company. An In-Kind Distribution will be reduced by customary transfer
and registration charges. The tendering Unitholder will receive his pro rata
number of whole shares of each of the Securities comprising a portfolio and
cash from the Capital Account equal to the fractional shares to which the
tendering Unitholder is entitled. The Trustee may adjust the number of shares
of any issue of Securities included in a Unitholder's In-Kind Distribution to

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facilitate the distribution of whole shares, such adjustment to be made on the
basis of the value of Securities on the date of tender. If funds in the
Capital Account are insufficient to cover the required cash distribution to
the tendering Unitholder, the Trustee may sell Securities in the manner
described below.

Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. For
further information regarding this withholding, see "DISTRIBUTIONS TO
UNITHOLDERS." In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.

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

The Trustee is empowered to sell Securities of the Trust in order to make
funds available for redemption. To the extent that Securities are sold, the
size and diversity of the Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized.

The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of the Trust. After the period ending with the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price will not include estimated
organization costs. See "Risk/Return Summary--Fees and Expenses" in Part A of
the Prospectus. See "UNIT VALUE AND EVALUATION" for a more detailed discussion
of the factors included in determining Unit Value. The Redemption Price per
Unit will be assessed the amount, if any, of the remaining deferred sales
charge at the time of redemption.

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

Special Redemption, Liquidation and Investment in a New Trust

If so provided in Part A of the Prospectus for applicable Strategy Trusts,
it is expected that a special redemption and liquidation will be made of all
Units of a Trust held by any Unitholder (a "Rollover Unitholder") who
affirmatively notifies the Trustee in writing by the appropriate Rollover
Notification Date specified in "Rollover Trusts" in Part A of this Prospectus
that he or she desires to participate as a Rollover Unitholder.

All Units of Rollover Unitholders will be redeemed In-Kind during the
appropriate Special Redemption and Liquidation Period as determined by the
Sponsor and the underlying Securities will be distributed to the Distribution
Agent (currently the Trustee) on behalf of the Rollover Unitholders. During
the appropriate Special Redemption and Liquidation Period (as set forth in
"Rollover Trusts" in Part A), the Distribution Agent will be required to sell
all of the underlying Securities on behalf of Rollover

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Unitholders. The sales proceeds will be net of brokerage fees, governmental
charges or any expenses involved in the sales.

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

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

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

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

It should also be noted that Rollover Unitholders may realize taxable capital
gains on the Special Redemption and Liquidation but, in certain circumstances,
will not be entitled to a deduction for certain capital losses and, due to the
procedures for investing in a New Trust, no cash would be distributed at that
time to pay any taxes. Included in the cash for the applicable Special
Redemption and Liquidation may be an amount of cash attributable to a
Unitholder's final distribution of dividend income; accordingly, Rollover
Unitholders also will not have cash from this source distributed to pay any
taxes. (See "TAX STATUS.") Recently, legislation has been enacted that reduces
the maximum stated marginal tax rate for certain capital gains for investments
held for more than 1 year to 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Potential investors should consult their tax advisors
regarding the potential effect of the Act on their investment in Units. In
addition, it should be noted that legislative proposals are introduced from
time to time that affect tax rates and could affect relative differences at
which ordinary income and capital gains are taxed.

In addition, during this period a Unitholder will be at risk to the extent
that Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been

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<PAGE>

invested; for this reason, the Sponsor will be inclined to sell and purchase
the Securities in as short a period as it can without materially adversely
affecting the price of the Securities.

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

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

Purchase of Units by the Sponsor

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

Removal of Securities from the Trusts

The portfolios of the Trusts are not "managed" by the Sponsor or the
Trustee; their activities described herein are governed solely by the
provisions of the Indenture. The Indenture provides that the Sponsor may (but
need not) direct the Trustee to dispose of a Security in the event that an
issuer defaults in the payment of a dividend that has been declared, that any
action or proceeding has been instituted restraining the payment of dividends
or there exists any legal question or impediment affecting such Security, that
the issuer of the Security has breached a covenant which would affect the
payments of dividends, the credit standing of the issuer or otherwise impair
the sound investment character of the Security, that the issuer has defaulted
on the payment on any other of its outstanding obligations, that the price of
the Security declined to such an extent or other such credit factors exist so
that in the opinion of the Sponsor, the retention of such Securities would be
detrimental to a Trust. Except as stated in this Prospectus, the acquisition
by a Trust of any securities or other property other than the Securities is
prohibited. Pursuant to the Indenture and with limited exceptions, the Trustee
may sell any securities or other property acquired in exchange for Securities
such as those acquired in connection with a merger or other transaction. If
offered such new or exchanged securities or properties, the Trustee shall
reject the offer. However, in the event such securities or property are
nonetheless acquired by a Trust, they may be accepted for deposit in a Trust
and either sold by the Trustee or held in a Trust pursuant to the direction of
the Sponsor. Proceeds from the sale of Securities by the Trustee are credited
to the Capital Account of a Trust for distribution to Unitholders or to meet
redemptions.

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

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The Sponsor, in designating Securities to be sold by the Trustee, will
generally make selections in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of individual issues of
Securities. To the extent this is not practicable, the composition and
diversity of the Securities may be altered. In order to obtain the best price
for a Trust, it may be necessary for the Sponsor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. The
Sponsor may consider sales of Units of unit investment trusts which it sponsors
in making recommendations to the Trustee as to the selection of broker/dealers
to execute a Trust's portfolio transactions.

Information about the Trustee

The Trustee is The Chase Manhattan Bank. Its address is 4 New York Plaza, New
York, NY 10004-2413. The Trustee is subject to supervision and examination by
the Federal Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.

Limitations on Liabilities of Sponsor and Trustee

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

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

Successor Trustees and Sponsors

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

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

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

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Information about the Sponsor

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

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

To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts,
exchange-traded funds, customized asset management services and cash management
products.

Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal offices located in Chicago (333 West Wacker
Drive). Nuveen maintains eight regional offices.

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

In advertising and sales literature, the Sponsor may compare the performance
of a given investment strategy or a Trust with that of, or reflect the
performance of: (1) the Consumer Price Index; (2) equity mutual funds or mutual
fund indices as reported by various independent services which monitor the
performance of mutual funds, or other industry or financial publications such
as Barron's, Changing Times, Forbes and Money Magazine; and/or (3) the S&P 500
Index or other unmanaged indices and investment strategies. Advertisements
involving these indices, investments or strategies may reflect performance over
different periods of time by means of aggregate, average, year-by-year, or
other types of total return and performance figures. Any given performance
quotation or performance comparison should not be considered as representative
of the performance of the Trusts for any future period. Such advertising may
also reflect the standard deviation or beta of the index, investment or
strategy returns for any period. The calculation of standard deviation is
sometimes referred to as the "Sharpe measure" of return.

Information about the Evaluator

The Trustee will serve as Evaluator of the Trusts. For the Sector Trusts, the
Sponsor intends to replace the Trustee as Evaluator during the life of the
Trusts.

The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator. If

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<PAGE>

upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor.

The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it, provided, however, that
the Evaluator shall be under no liability to the Trustee, Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Evaluator in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

FORTUNE License Agreement

The Nuveen-FORTUNE America's Most Admired Companies Portfolio (the "Product")
is not sponsored, endorsed, sold or promoted by FORTUNE Magazine ("Fortune").
Fortune makes no representation or warranty, express or implied, to the owners
of the Product or any member of the public regarding the advisability of
investing in securities generally or in the Product particularly. Fortune's
only relationship to the Licensee is the licensing of certain trademarks and
trade names of Fortune and the America's Most Admired Companies list. This list
is determined and composed by Fortune without regard to the Licensee or the
Product. Fortune has no obligation to take the needs of the Licensee or the
owners of the Product into consideration in determining, composing or
calculating the Fortune Most Admired Companies list. Fortune is not responsible
for and has not participated in the determination of the prices and amount of
the Product or the timing of the issuance or sale of the Product or in the
determination or calculation of the equation by which the Product is to be
converted into cash. Fortune has no obligation or liability in connection with
the administration, marketing or trading of the Product.

FORTUNE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE AMERICA'S MOST ADMIRED COMPANIES LIST. FORTUNE MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE AMERICA'S MOST
ADMIRED COMPANIES LIST. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL FORTUNE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

Other Information

Amendment of Indenture

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders (1) to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent, or (2)
to make such other provisions as shall not adversely affect the Unitholders,
provided, however, that the Indenture may not be amended, without the consent
of 100% of the Unitholders, to permit the deposit or acquisition of securities
either in addition to, or in substitution for any of the Securities initially
deposited in any Trust except as stated in "COMPOSITION OF TRUSTS" regarding
the creation of additional Units and the limited right of substitution of
Replacement Securities, except for the substitution of refunding securities
under certain circumstances or except as otherwise provided in this Prospectus.
The Trustee shall advise the Unitholders of any amendment requiring the consent
of Unitholders, or upon request of the Sponsor, promptly after execution
thereof.

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Termination of Indenture

The Trust may be liquidated at any time by an instrument executed by the
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding.
The Trust may also be liquidated by the Trustee when the value of such Trust,
as shown by any evaluation, is less than 20% of the total value of the
Securities deposited in the Trust as of the conclusion of the primary offering
period and may be liquidated by the Trustee in the event that Units not yet
sold aggregating more than 60% of the Units originally created are tendered for
redemption by the Sponsor. The sale of Securities from the Trust upon
termination may result in realization of a lesser amount than might otherwise
be realized if such sale were not required at such time. For this reason, among
others, the amount realized by a Unitholder upon termination may be less than
the amount of Securities originally represented by the Units held by such
Unitholder. The Indenture will terminate upon the redemption, sale or other
disposition of the last Security held thereunder, but in no event shall it
continue beyond the Mandatory Termination Date set forth under "General
Information--Termination" in Part A of this Prospectus.

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

Legal Opinion

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

Auditors

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

Supplemental Information

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

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[LOGO OF NUVEEN]

Defined NUVEEN EQUITY UNIT TRUST
Portfolios PROSPECTUS -- PART B

May 19, 1999

Sponsor John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, IL 60606-1286
Telephone: 312-917-7700

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

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

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

This Prospectus does not contain complete information about the Unit Trust
filed with the Securities and Exchange Commission in Washington, DC under the
Securities Act of 1933 and the Investment Company Act of 1940.

To obtain copies at proscribed rates--
Write: Public Reference Section of the Commission, 450 Fifth Street NW,
Washington, DC 20549-6009
Call: (800) SEC-0330
Visit: http://www.sec.gov

No person is authorized to give any information or representation about the
Trusts not contained in Parts A or B of this Prospectus or the Information
Supplement, and you should not rely on any other information.

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

1. Information in this Prospectus is not complete and may be changed;

2. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective; and

3. This prospectus is not an offer to sell the securities of a future
series and is not soliciting an offer to buy such securities in any state
where the offer or sale is not permitted.

<PAGE>

NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT

MAY 19, 1999

NUVEEN UNIT TRUSTS, SERIES 45

The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses
for the Trusts. This Information Supplement is not a prospectus and does not
include all of the information that a prospective investor should consider
before investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing ("Prospectus"). Copies of the Prospectus can be obtained
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been
created to supplement information contained in the Prospectus.

This Information Supplement is dated May 19, 1999. Capitalized terms
have been defined in the Prospectus.

<PAGE>

TABLE OF CONTENTS

Accumulation Plan

Information About the Sponsor

Dow Jones & Company, Inc.

Risk Factors

e-Commerce Industry Description
<PAGE>

Accumulation Plan

The Sponsor, John Nuveen & Co. Incorporated, is also the principal
underwriter of the Accumulation Funds listed in the following table. Each of
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without
any sales charge. Unitholders may reinvest both interest and capital
distributions or capital distributions only. Each Accumulation Fund has
investment objectives which differ in certain respects from those of the Trusts
and may invest in securities which would not be eligible for deposit in the
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to
residents of a particular state or states. Unitholders may obtain a prospectus
for each Accumulation Fund through their financial adviser or through the
Sponsor at (800) 321-7227. For a more detailed description, Unitholders should
read the prospectus of the Accumulation Fund in which they are interested.

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

Accumulation Funds

Mutual Funds

Nuveen Flagship Municipal Trust

Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund

Nuveen Flagship Multistate Trust I

Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund

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Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund

Nuveen Flagship Multistate Trust II

Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund

Nuveen Flagship Multistate Trust III

Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund

Nuveen Flagship Multistate Trust IV

Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund

Flagship Utility Income Fund

Nuveen Investment Trust

Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund

Nuveen Investment Trust II

Nuveen Rittenhouse Growth Fund

Nuveen Investment Trust III

Nuveen Income Fund

Money Market Funds

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

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

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

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

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

INFORMATION ABOUT THE SPONSOR

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

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<PAGE>

research and a discerning eye for marketplace opportunity. Nuveen's team of
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized
research departments in the industry.

To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.

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

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Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $35 billion in securities under
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul
is located in St. Paul, Minnesota and is principally engaged in providing
property-liability insurance through subsidiaries. Nuveen is a member of the
National Association of Securities Dealers, Inc. and the Securities Industry
Association and has its principal office located in Chicago (333 West Wacker
Drive). Nuveen maintains 8 regional offices.

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

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

DOW JONES & COMPANY, INC.

The Trusts designated as "Dow Jones" Trusts are not sponsored, endorsed,
sold or promoted by Dow Jones & Company, Inc. ("Dow Jones"). Dow Jones makes no
representation or warranty, express or implied, to the owners of the Trusts or
any member of the public regarding the advisability of investing in securities
generally or in the Trusts particularly. Dow Jones' only relationship to the
Sponsor is the licensing of certain trademarks, trade names and service marks of
Dow Jones and of the Dow Jones Industrial Average/sm/, which is determined,
composed and calculated by Dow Jones without regard to the Sponsor or the
Trusts. Dow Jones has no obligation to take the needs of the Sponsor or the
owners of the Trusts into consideration in determining, composing or calculating
the Dow Jones Industrial Average/sm/. Dow Jones is not responsible for and has
not participated in the determination of the timing of, prices at, or quantities
of the Trusts to be issued or in the determination or calculation of the
equation by which the Trusts are to be converted into cash. Dow Jones has no
obligation or liability in connection with the administration, marketing or
trading of the Trusts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN AND DOW JONES
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW
JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
SPONSOR, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
DOW JONES INDUSTRIAL AVERAGE/SM/ OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES,
EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

Risk Factors

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

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

Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts are of foreign issuers, and therefore, an investment in such a Trust
involves some investment risks that are different in some respects from an
investment in a Trust that invests entirely in securities of domestic issuers.
Those investment risks include future political and governmental restrictions
which might adversely affect the payment or receipt of payment of dividends on
the relevant Securities, currency exchange rate fluctuations, exchange control
policies, and the limited liquidity and small market capitalization of such
foreign countries' securities markets. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act of
1934, there may be less publicly available information than is available from a
domestic issuer. Also, foreign issuers are not necessarily subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. However, due to
the nature of the issuers of the Securities included in the Trust, the Sponsor
believes that adequate information will be available to allow the Sponsor to
provide portfolio surveillance.

Certain of the Securities in one or more of the Trusts are in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which evidence
Global Depositary Receipts, represent common stock deposited with a custodian in
a depositary. American Depositary Shares and Global Depositary Shares
(collectively, the "Depositary Receipts") are issued by a 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. For purposes of the discussion
herein, the terms ADR and GDR generally include American Depositary Shares and
Global Depositary Shares, respectively.

Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the Depositary Receipts holder, while the
company itself is not involved in the transaction. In a sponsored facility, the
issuing company initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a single depositary
and entail a contractual relationship between the issuer, the shareholder and
the depositary; unsponsored facilities involve several depositaries with no
contractual relationship to the company. The depositary bank that issues
Depositary Receipts generally charges a fee, based on the price of the
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts.
This fee would be in addition to the brokerage commissions paid upon the
acquisition or surrender of the security. In addition, the depositary bank
incurs expenses in connection with the conversion of dividends or other cash
distributions paid in local currency into U.S. dollars and such expenses are
deducted from the amount of the dividend or distribution paid to holders,
resulting in a lower payout per underlying shares represented by the Depositary
Receipts than would be the case if the underlying share were held directly.
Certain tax considerations, including tax rate differentials and withholding
requirements, arising from applications of the tax laws of one nation to
nationals of another and from certain practices in the Depositary Receipts
market may also exist with respect to certain Depositary Receipts. In varying
degrees, any or all of these factors may affect the value of the Depositary
Receipts compared with the value of the underlying shares in the local market.
In addition, the rights of holders of Depositary Receipts may be different than
those of holders of the underlying shares, and the market for Depositary
Receipts may be less liquid than that for the underlying shares. Depositary
Receipts are registered securities pursuant to the Securities Act of 1933 and
may be subject to the reporting requirements of the Securities Exchange Act of
1934.

For the Securities that are Depositary Receipts, currency fluctuations will
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
Depositary Receipts and consequently the value of the Securities. The foreign
issuers of securities that are Depositary Receipts may pay dividends in foreign
currencies which must be converted into dollars. Most foreign currencies have
fluctuated widely in value against the United States dollar for many reasons,
including supply and demand of the respective currency, the soundness of the
world economy and the strength of the respective economy as compared to the
economies of the United States and other countries. Therefore, for any
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States
dollar foreign exchange rates for the relevant currencies.

On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen
member countries of the European Union ("EU")) are scheduled to establish fixed
conversion rates between their existing sovereign currencies and the euro. On
such date the euro is expected to become the official currency of these eleven
countries. As of January 1, 1999, the participating countries will no longer
control their own monetary policies by directing independent interest rates for
their currencies. Instead, the authority to direct monetary policy, including
money supply and official interest rates for the euro, will be exercised by the
new European Central Bank. The conversion of the national currencies of the
participating countries to the euro could negatively impact the market rate of
the exchange between such currencies (or the newly created euro) and the U.S.
dollar. In addition, European corporations, and other entities with significant
markets or operations in Europe (whether or not in the participating countries),
face strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues, expenses
or income from operations; increase competition due to the increased price
transparency of EU markets; effect issuers' currency exchange rate risk and
derivatives exposure; disrupt current contracts; cause issuers to increase
spending on information technology updates required for the conversion; and
result in potential adverse tax consequences. The Sponsor is unable to predict
what impact, if any, the euro conversion will have on any of the issuers of
Securities contained in the Trust.

Bandwidth Sector Portfolio. An investment in Units of the Bandwidth Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the communications and bandwidth sectors in general.

The market for high-technology communications products and services is
characterized by rapidly changing technology, intense competition, rapid product
and service obsolescence, cyclical market patterns, evolving industry standards
and frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful introduction
of new products and services. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for products based
on a particular technology could have a material adverse affect on an issuer's
operating results. Furthermore, there can be no assurance that the issuers of
the Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.

Certain of the companies represented in the Trust are engaged in fierce
competition for a share of the market of their products. Due to the competitive
pressures, the stocks of these companies are subject to rapid price volatility.
Also, the communications industry is generally subject to governmental
regulation. However, as market forces develop, the government is expected to
continue to deregulate the communications industry, further promoting vigorous
economic competition and resulting in the rapid development of new
communications technologies.

Many communications companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. The above factors could
adversely affect the value of the Trust's Units.

e-Commerce Sector Portfolio. An investment in Units of the e-Commerce
Sector Portfolio should be made with an understanding of the problems and risks
inherent in the Internet sector in general.

The market for Internet companies is characterized by rapidly changing
technology, rapid product and service obsolescence, cyclical market patterns,
intense competition, evolving industry standards and frequent new product
introductions. The success of the issuers of the Securities depends in
substantial part on the timely and successful introduction of new products. An
unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse effect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond in a timely manner to compete in the rapidly developing marketplace.

Based on the trading history of Internet stocks, factors such as the
announcement of new products, the development of new technologies or the general
condition of the industry have caused and are likely to cause the market price
of Internet common stocks to fluctuate substantially. In addition, Internet
company stocks have experienced extreme price and volume fluctuations that often
have been unrelated to the operating performance of such companies. This market
volatility may adversely affect the market price of the Securities and therefore
the ability of a Unitholder to redeem Units at a price equal to or greater than
the original price paid for such Units.

Some key components of certain products of Internet issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. In addition,
Internet companies are often highly dependent on the performance of the personal
computer, electronics and telecommunications industries.

Many Internet companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in the
Portfolio. The above factors could adversely affect the value of the Trust's
Units.

Energy Sector Portfolio. An investment in Units of the Energy Sector
Portfolio should be made with an understanding of the problems and risks such an
investment may entail.

The Energy Sector Growth Portfolio invests in Securities of companies
involved in the energy industry. The business activities of companies held in
the Trust may include: production, generation, transmission, marketing, control,
or measurement of energy or energy fuels; providing component parts or services
to companies engaged in the above activities; energy research or
experimentation; and environmental activities related to the solution of energy
problems, such as energy conservation and pollution control. Companies
participating in new activities resulting from technological advances or
research discoveries in the energy field were also considered for the Trust.

The securities of companies in the energy field are subject to changes in
value and dividend yield which depend, to a large extent, on the price and
supply of energy fuels. Swift price and supply fluctuations may be caused by
events relating to international politics, energy conservation, the success of
exploration projects, and tax and other regulatory policies of various
governments. As a result of the foregoing, the Securities in the Trust may be
subject to rapid price volatility. The Sponsor is unable to predict what impact
the foregoing factors will have on the Securities during the life of the Trust.

According to the U.S. Department of Commerce, the factors which will most
likely shape the energy industry include the price and availability of oil from
the Middle East, changes in United States environmental policies and the
continued decline in U.S. production of crude oil. Possible effects of these
factors may be increased U.S. and world dependence on oil from the Organization
of Petroleum Exporting Countries ("OPEC") and highly uncertain and potentially
more volatile oil prices. Factors which the Sponsor believes may increase the
profitability of oil and petroleum operations include increasing demand for oil
and petroleum products as a result of the continued increases in annual miles
driven and the improvement in refinery operating margins caused by increases in
average domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are the two
principal requirements for stable crude oil markets. Without excess capacity,
supply disruptions in some countries cannot be compensated for by others.
Surplus capacity in Saudi Arabia and a few other countries and the utilization
of that capacity prevented, during the Persian Gulf crisis, and continues to
prevent, severe market disruption. Although unused capacity contributed to
market stability in 1990 and 1991, it ordinarily creates pressure to overproduce
and contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand. Formerly,
OPEC members attempted to exercise control over production levels in each
country through a system of mandatory production quotas. Because of the 1990-
1991 crisis in the Middle East, the mandatory system has since been replaced
with a voluntary system. Production under the new system has had to be curtailed
on at least one occasion as a result of weak prices, even in the absence of
supplies from Kuwait and Iraq. The pressure to deviate from mandatory quotas, if
they are reimposed, is likely to be substantial and could lead to a weakening of
prices. In the longer term, additional capacity and production will be required
to accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and exports
from the Soviet Union. Only a few OPEC countries, particularly Saudi Arabia,
have the petroleum reserves that will allow the required increase in production
capacity to be attained. Given the large-scale financing that is required, the
prospect that such expansion will occur soon enough to meet the increased demand
is uncertain.

Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and unpredictable
supply disruptions. Increasing sensitivity to environmental concerns will also
pose serious challenges to the industry over the coming decade. Refiners are
likely to be required to make heavy capital investments and make major
production adjustments in order to comply with increasingly stringent
environmental legislation, such as the 1990 amendments to the Clean Air Act. If
the cost of these changes is substantial enough to cut deeply into profits,
smaller refiners may be forced out of the industry entirely. Moreover, lower
consumer demand due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively affect
the price of oil and the profitability of oil companies. No assurance can be
given that the demand for or prices of oil will increase or that any increases
will not be marked by great volatility. Some oil companies may incur large
cleanup and litigation costs relating to oil spills and other environmental
damage.

Financial Services Sector Portfolio. An investment in Units of the
Financial Services Sector Portfolio, should be made with an understanding of the
problems and risks inherent in the bank and financial services sector in
general.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest margin. Recently, bank
profits have come under pressure as net interest margins have contracted, but
volume gains have been strong in both commercial and consumer products. There is
no certainty that such conditions will continue. Bank and thrift institutions
had received significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and refinancing
activity subsided, this income diminished. Economic conditions in the real
estate markets, which have been weak in the past, can have a substantial effect
upon banks and thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered, to state
regulation as well. Such regulations impose strict capital requirements and
limitations on the nature and extent of business activities that banks and
thrifts may pursue. Furthermore, bank regulators have a wide range of discretion
in connection with their supervisory and enforcement authority and may
substantially restrict the permissible activities of a particular institution if
deemed to pose significant risks to the soundness of such institution or the
safety of the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and thrifts
and increases in deposit insurance premiums required to be paid by banks and
thrifts to the Federal Deposit Insurance Corporation ("FDIC"), can negatively
impact earnings and the ability of a company to pay dividends. Neither federal
insurance of deposits nor governmental regulations, however, insures the
solvency or profitability of banks or their holding companies, or insures
against any risk of investment in the securities issued by such institutions.

The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly and have
undergone substantial change in recent years. To a great extent, these changes
are embodied in the Financial Institutions Reform, Recovery and Enforcement Act;
enacted in August 1989, the Federal Deposit Insurance Corporation Improvement
Act of 1991, the Resolution Trust Corporation Refinancing, Restructuring, and
Improvement Act of 1991 and the regulations promulgated under these laws. Many
of the regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and prospects of
Securities in the Trust's portfolio cannot be predicted with certainty. Periodic
efforts by recent Administrations to introduce legislation broadening the
ability of banks to compete with new products have not been successful, but if
enacted could lead to more failures as a result of increased competition and
added risks. Failure to enact such legislation, on the other hand, may lead to
declining earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch on an
interstate basis have been initially successful through promulgation of
regulations, and legislation to liberalize interstate banking has been signed
into law. Under the legislation, banks will be able to purchase or establish
subsidiary banks in any state, one year after the legislation's enactment.
Starting in mid-1997, banks have been allowed to turn existing banks into
branches. Consolidation is likely to continue. The Securities and Exchange
Commission and the Financial Accounting Standards Board require the expanded use
of market value accounting by banks and have imposed rules requiring market
accounting for investment securities held in trading accounts or available for
sale. Adoption of additional such rules may result in increased volatility in
the reported health of the industry, and mandated regulatory intervention to
correct such problems. Additional legislative and regulatory changes may be
forthcoming. For example, the bank regulatory authorities have proposed
substantial changes to the Community Reinvestment Act and fair lending laws,
rules and regulations, and there can be no certainty as to the effect, if any,
that such changes would have on the Securities in the Trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by Congress
and federal regulators, and proposed reforms of that system could, among other
things, further restrict the ways in which deposited moneys can be used by banks
or reduce the dollar amount or number of deposits insured for any depositor.
Such reforms could reduce profitability as investment opportunities available to
bank institutions become more limited and as consumers look for savings vehicles
other than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions, mortgage
banking companies and insurance companies, and increased competition may result
from legislative broadening of regional and national interstate banking powers
as has been recently enacted. Among other benefits, the legislation allows banks
and bank holding companies to acquire across previously prohibited state lines
and to consolidate their various bank subsidiaries into one unit. The Sponsor
makes no prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions might
have on the Trust's portfolio.

The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5% of the
outstanding shares of any class of voting securities of a bank or bank holding
company, (2) acquiring control of a bank or another bank holding company, (3)
acquiring all or substantially all the assets of a bank, or (4) merging or
consolidating with another bank holding company, without first obtaining Federal
Reserve Board ("FRB") approval. In considering an application with respect to
any such transaction, the FRB is required to consider a variety of factors,
including the potential anti-competitive effects of the transaction, the
financial condition and future prospects of the combining and resulting
institutions, the managerial resources of the resulting institution, the
convenience and needs of the communities the combined organization would serve,
the record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the prospective
availability to the FRB of information appropriate to determine ongoing
regulatory compliance with applicable banking laws. In addition, the federal
Change In Bank Control Act and various state laws impose limitations on the
ability of one or more individuals or other entities to acquire control of banks
or bank holding companies.

The FRB has issued a policy statement on the payment of cash dividends by
bank holding companies. In the policy statement, the FRB expressed its view that
a bank holding company experiencing earnings weaknesses should not pay cash
dividends which exceed its net income or which could only be funded in ways that
would weaken its financial health, such as by borrowing. The FRB also may impose
limitations on the payment of dividends as a condition to its approval of
certain applications, including applications for approval of mergers and
acquisitions. The Sponsor makes no prediction as to the effect, if any, such
laws will have on the Securities or whether such approvals, if necessary, will
be obtained.

Internet Sector Portfolio. An investment in Units of the Internet Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the technology sectors in general.

Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product and
service obsolescence, cyclical market patterns, intense competition, evolving
industry standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products. An unexpected change in one or more of
the technologies affecting an issuer's products or in the market for products
based on a particular technology could have a material adverse effect on an
issuer's operating results. Furthermore, there can be no assurance that the
issuers of the Securities will be able to respond in a timely manner to compete
in the rapidly developing marketplace.

Based on the trading history of technology stocks, factors such as the
announcement of new products, the development of new technologies or the general
condition of the industry have caused and are likely to cause the market price
of high-technology common stocks to fluctuate substantially. In addition,
technology company stocks have experienced extreme price and volume fluctuations
that often have been unrelated to the operating performance of such companies.
This market volatility may adversely affect the market price of the Securities
and therefore the ability of a Unitholder to redeem Units at a price equal to or
greater than the original price paid for such Units.

Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
an interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous industry standards. Any failure to comply with
such standards may result in a significant loss or reduction of sales. Because
many products and technologies of technology companies are incorporated into
other related products, such companies are often highly dependent on the
performance of the personal computer, electronics and telecommunications
industries. There can be no assurance that these customers will place additional
orders, or that an issuer of Securities will obtain orders of similar magnitude
as past orders from other customers. Similarly, the success of certain
technology companies is tied to a relatively small concentration of products or
technologies. Accordingly, a decline in demand of such products, technologies or
from such customers could have a material adverse impact on issuers of the
Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. The adoption of
any such laws could have a material adverse impact on the Securities in the
Portfolio. The above factors could adversely affect the value of the Trust's
Units.

Pharmaceutical Sector Portfolio. An investment in Units of the
Pharmaceutical Sector Portfolio should be made with an understanding of the
characteristics of the pharmaceutical and medical technology industries and the
risks which such investment may entail.

Pharmaceutical companies are companies involved in drug development and
production services. Such companies have potential risks unique to their sector
of the healthcare field. Such companies are subject to governmental regulation
of their products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such products or
services. Furthermore, such companies face the risk of increasing competition
from generic drug sales, the termination of their patent protection for drug
products and the risk that technological advances will render their products or
services obsolete. The research and development costs of bringing a drug to
market are substantial and include lengthy governmental review processes, with
no guarantee that the product will ever come to market. Many of these companies
may have losses and not offer certain products for several years. Such companies
may also have persistent losses during a new product's transition from
development to production, and revenue patterns may be erratic.

As the population of the United States ages, the companies involved in the
pharmaceutical field will continue to search for and develop new drugs through
advanced technologies and diagnostics. On a worldwide basis, such companies are
involved in the development and distribution of drugs and vaccines. These
activities may make the pharmaceutical sector very attractive for investors
seeking the potential for growth in their investment portfolio. However, there
are no assurances that the Trust's objectives will be met.

Legislative proposals concerning healthcare are considered from time to
time. These proposals span a wide range of topics, including cost and price
controls (which might include a freeze on the prices of prescription drugs),
national health insurance, incentives for competition in the provision of
healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in the Trust.

Retail Sector Portfolio. An investment in Units of the Retail Sector
Portfolio should be made with an understanding of the problems and risks
inherent in the retail industry in general. The profitability of companies
engaged in the retail industry will be affected by various factors including the
general state of the economy, intense competition and consumer spending trends.
In the recent past, there have been major changes in the retail environment due
to the declaration of bankruptcy by some of the major corporations involved in
the retail industry, particularly the department store segment. The continued
viability of the retail industry will depend on the industry's ability to adapt
and to compete in changing economy and social conditions, to attract and retain
capable management and to finance expansion. Weakness in the banking or real
estate industry, a recessionary economic climate with the consequent slowdown in
employment growth, less favorable trends in unemployment or a marked
deceleration in real disposable personal income growth could result in
significant pressure on both consumer wealth and consumer confidence, adversely
affecting consumer spending habits.

In addition, the competitiveness of the retail industry will require large
capital outlays for investment in the installation of automated checkout
equipment to control inventory, to track the sale of individual items and to
gauge the success of sales campaigns. Increasing employee and retiree benefit
costs may also have an adverse effect on the industry. In many sectors of the
retail industry, competition may be fierce due to market saturation, converging
consumer tastes and other factors. Because of these factors and the recent
increase in trade opportunities with other countries, American retailers are now
entering global markets which entail added risks such as sudden weakening of
foreign economies, difficulty in adapting to local conditions and constraints
and added research costs. The above factors could adversely affect the value of
the Trust's Units.

Technology Sector Portfolio. An investment in Units of the Technology
Sector Portfolio should be made with an understanding of the characteristics of
the technology industry and the risks which such an investment may entail.

Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer-related
equipment, computer networks, communications systems, telecommunications
products, electronic products and other related products, systems and services.
The market for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of the issuers of the Securities depends
in substantial part on the timely and successful introduction of new products.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond in a timely manner to compete in the rapidly developing marketplace.

Based on trading history of common stock, factors such as announcements of
new products or development of new technologies and general conditions of the
industry have caused and are likely to cause the market price of high-technology
common stocks to fluctuate substantially. In addition, technology company stocks
have experienced extreme price and volume fluctuations that often have been
unrelated to the operating performance of such companies. This market volatility
may adversely affect the market price of the Securities and therefore the
ability of a Unitholder to redeem Units at a price equal to or greater than the
original price paid for such Units.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such issuers' technology. In addition, due to the
increasing public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For example,
recent proposals would prohibit the distribution of obscene, lascivious or
indecent communications on the Internet. The adoption of any such laws could
have a material adverse impact on the Securities in the Trust.

e-Commerce Industry Description

The Internet is one of the most rapidly expanding commercial phenomena ever
witnessed. Predictions are that Internet commerce in the U.S. will hit $50
billion in 1999; and $1.4 trillion in 2003, according to Michael Putnam of
Forrester Research, as stated in the December 7, 1998 edition of The Wall Street
Journal.

Nicholas Negropontes, founder and director of MIT's Media Laboratory, was
reported in the Summer 1998 edition of the Context Magazine to have said that
"I've gone on record saying that there will be a billion people on the Net in
the year 2000.... The billion people on the Net will be a skeleton compared with
the 10 billion "things" that will be on the Net by then."

As described in the chart below, Forrester Research predicts that a growing
share of business to business commerce is expected to move to the Internet
(dollars in billions; excludes service industries).

[Chart appears here]

Source: Forrester Research Inc., as reported in the December 7, 1998 edition of
The Wall Street Journal.

Internet (right scale) with percentage of total

% of total market

1998 43.1 0.4%
1999 109.3 1.0
2000 251.1 2.1
2001 499.0 4.0
2002 842.7 6.3
2003 1330.9 9.4

Total Economy (left scale)

1998 10,503,232
1999 11,135,702
2000 11,812,558
2001 12,537,342
2002 13,313,921
2003 14,148,514

-7-

<PAGE>

Contents of Registration Statement

A. Bonding Arrangements of Depositor:

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

Insurer/Policy No. Amount

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

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

The facing sheet

The Prospectus

The signatures

Consents of Independent Public
Accountants and Counsel as indicated

Exhibits as listed on page S-5

C. Explanatory Note

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

D. Undertakings

1. The Information Supplement to the Trusts will not include third party
financial information.

S-1
<PAGE>
Signatures

The Registrant, Nuveen Unit Trusts, Series 45 hereby identifies Series 37
and Series 4 of the Nuveen Unit Trusts for purposes of the representations
required by Rule 487 and represents the following:

(1) the portfolio securities deposited in the series as to the securities
of 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 the securities of 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,
Nuveen Unit Trusts, Series 45 has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Chicago and State of Illinois on the 19th day of
May, 1999.

NUVEEN UNIT TRUSTS, SERIES 45
(Registrant)

By JOHN NUVEEN & CO. INCORPORATED
(Depositor)

By /s/ Benjamin T. Fulton
------------------------------
Vice President

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

S-2

<PAGE>

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

Signature Title* Date
--------- ------ ----
<S> <C> <C>
Timothy R. Schwertfeger Chairman, Board of Directors )
Chief Executive Officer )
and Director )
)
) Larry W. Martin
) ---------------
) Larry W. Martin
John P. Amboian Chief Financial Officer and ) Attorney-in-Fact**
Executive Vice President )
)
Margaret E. Wilson Vice President and ) May 19, 1999
Controller )
</TABLE>

- ---------

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

** The power of attorney for Messrs. Amboian and Schwertfeger were filed as
Exhibit P to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson as Exhibit 6.2
to Nuveen Unit Trusts, Series 12 (File No. 333-49197).

S-3
<PAGE>

Consent of Independent Public Accountants

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

Consent of Chapman and Cutler

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

Consent of The Chase Manhattan Bank

The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Registration Statement is filed by this amendment as Exhibit 4.2
to the Registration Statement.

Consent of Carter, Ledyard & Milburn

The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement is filed by this amendment as
Exhibit 3.3 to the Registration Statement.

S-4
<PAGE>

List of Exhibits

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

1.1(b) Trust Indenture and Agreement.

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

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

3.2 Opinion of counsel as to Federal income tax status of securities being
registered.

3.3 Opinion of counsel as to New York income tax status of securities being
registered.

3.4 Opinion of counsel as to advancement of funds by Trustee.

4.2 Consent of The Chase Manhattan Bank.

4.4 Consent of Arthur Andersen LLP.

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

S-5

<PAGE>

Exhibit 1.1(b)

Nuveen Unit Trusts, Series 45

Trust Indenture and Agreement

Dated: May 19, 1999

This Trust Indenture and Agreement by and between John Nuveen & Co.
Incorporated, as Depositor and The Chase Manhattan Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit Trust,
Series 4 and certain subsequent Series, effective May 29, 1997" (herein called
the "Standard Terms and Conditions of Trust"), and such provisions as set forth
in full and such provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust.

Witnesseth That:

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

Part I

Standard Terms and Conditions of Trust

Subject to the Provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.

Part II

Special Terms and Conditions of Trust

The following special terms and conditions are hereby agreed to:

(a) The Securities defined in Section 1.01(1) listed in Schedule A
hereto have been deposited in trust under this Trust Indenture and
Agreement.

(b) The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for the Trusts on the Initial Date of Deposit
is 1/(the number of Units) set forth under the caption "Statement of
Condition--Interest of Unitholders: Units of fractional undivided interest
outstanding" in the Prospectus.

<PAGE>

(c) The number of Units created of the Trusts are set forth under the
caption "Statement of Condition--Interest of Unitholders: Units of
fractional undivided interest outstanding" in the Prospectus for the
Trusts.

(d) Section 10.02 shall be amended to read in its entirety as
follows:

Section 10.02. Initial Costs. Subject to reimbursement as hereinafter
provided, the cost of organizing the Trust and the sale of the Trust Units shall
be borne by the Depositor, provided, however, that the liability on the part of
the Depositor under this section shall not include any fees or other expenses
incurred in connection with the administration of the Trust subsequent to the
deposit referred to in Section 2.01. At the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering period (as
certified by the Depositor to the Trustee), the Trustee shall withdraw from the
Account or Accounts specified in the Prospectus or, if no Account is therein
specified, from the Capital Account, and pay to the Depositor the Depositor's
reimbursable expenses of organizing the Trust in an amount certified to the
Trustee by the Depositor. In no event shall the amount paid by the Trustee to
the Depositor for the Depositor's reimbursable expenses of organizing the Trust
exceed the estimated per Unit amount of organization costs set forth in the
prospectus for the Trust multiplied by the number of Units of the Trust
outstanding at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period; nor shall the Depositor be entitled to
or request reimbursement for expenses of organizing the Trust incurred after the
earlier of six months after the Initial Date of Deposit or the end of the
initial offering period. If the cash balance of the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as directed by the
Depositor, sell Securities identified by the Depositor, or distribute to the
Depositor Securities having a value, as determined under Section 4.01 as of the
date of distribution, sufficient for such reimbursement. Securities sold or
distributed to the Depositor to reimburse the Depositor pursuant to this Section
shall be sold or distributed by the Trustee, to the extent practicable, in the
percentage ratio then existing. The reimbursement provided for in this section
shall be for the account of the Unit holders of record at the earlier of six
months after the Initial Date of Deposit or the conclusion of the primary
offering period. Any assets deposited with the Trustee in respect of the
expenses reimbursable under this Section 10.02 shall be held and administered as
assets of the Trusts for all purposes hereunder. The Depositor shall deliver to
the Trustee any cash identified in the Statement of Condition of the Trust
included in the Prospectus not later than the 10 calendar days following the
Initial Date of Deposit or deposit of additional Securities, as applicable and
the Depositor's obligation to make such delivery shall be secured by the letter
of credit deposited pursuant to Section 2.01. Any cash which the Depositor has
identified as to be used for reimbursement of expenses pursuant to this Section
10.02 shall be held by the Trustee, without interest, and reserved for such
purpose and accordingly, prior to the earlier of six months after the Initial
Date of Deposit or the conclusion of the primary offering period, shall not be
subject to distribution or, unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per Unit amount payable pursuant to the
next sentence. If a Unit holder redeems Units prior to the earlier of six months
after the Initial Date of Deposit or the conclusion of the primary offering
period, the Trustee shall pay to the Unit holder, in addition to the Redemption
Value of the tendered Units, unless otherwise directed by the Depositor, an
amount equal to the estimated per Unit cost of organizing the Trust set forth in
the Prospectus, or such lower revision thereof most recently communicated to the
Trustee by the Depositor pursuant to Section 5.01, multiplied by the number of
Units tendered for redemption; to the extent the cash on hand in the Trust is
insufficient for such payment, the Trustee shall have the power to sell
Securities in accordance with Section 5.02. As used herein, the Depositor's
reimbursable expenses of organizing the Trust shall include the cost of the
initial preparation and typesetting of the registration statement, prospectuses
(including preliminary prospectuses), the indenture, and other documents
relating to the Trust, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the Trust, the initial fees and
expenses of the Trustee, and legal and other out-of-pocket expenses related
thereto, but not including the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the preparation and printing
of brochures and other advertising materials and any other selling expenses.

(e) Article I of the Standard Terms and conditions of Trust is hereby
amended to replace the definitions of "Capital Distribution Date,"
"Contract Securities," "Initial Date of Deposit," "Mandatory Termination
Date," "Record Date," "Securities," and "Unit" and to add the following
definitions:

Capital Distribution Date

The meaning assigned to it in the Prospectus for a Trust.

Mandatory Termination Date

The meaning assigned to it in the Prospectus for a Trust.

Prospectus

The prospectus relating to a Trust in the form first used
to confirm sales of Units.

Evaluator

The party designated in the Prospectus for a Trust or any party
appointed by the Sponsor.

Contract Securities

The Securities which are to be acquired by any Trust Fund
pursuant to a contract or contracts for the purchase of such
securities which have been assigned to the Trustee along with the
amounts required for their purchase which have been delivered to the
Trustee.

Initial Date of Deposit

The meaning assigned to it in the Prospectus for each respective
Trust Fund.

Record Date

As applicable, the meaning assigned in "Income Record Date"
and/or "Capital Record Date" in the Prospectus for each respective
Trust Fund.

Securities

The securities, including Contract Securities listed in Schedule
A to the Trust Agreement or other securities that may be deposited in
the Trust Fund and any obligations received in exchange or
substitution for such securities, as may from time to time continue to
be held as a part of any Trust Fund.

Unit

The fractional undivided interest in and ownership of an
individual Trust Fund equal initially to 1/(the number of Units of
fractional undivided interest outstanding) provided in the Statement
of Condition in the Prospectus for the Trust Fund, the denominator of
which fraction shall be (1) increased by the number of any additional
Units issued pursuant to Section 2.03 hereof and (2) decreased by the
number of any such Units redeemed as provided in Section 5.02.
Whenever reference is made herein to the "interest" of a Unitholder in
the Trust Fund or in the Income or Capital Accounts, it shall mean
such fractional undivided interest represented by the number of Units,
whether or not evidenced by a Certificate or Certificates, held of
record by such Unitholder in such Trust Fund.

-2-

<PAGE>

Ex.1.1(b)

(f) The following shall be added at the end of the first
paragraph of subsection (a) of Section 5.03:

"The notice and form of election to be sent to Unitholders in respect
of any redemption and purchase of Units of a New Series as provided in this
section shall be in such form and shall be sent at such time or times as
the Depositor shall direct the Trustee in writing and the Trustee shall
have no responsibility therefor. The Distribution Agent acts solely as
disbursing agent in connection with purchases of Units pursuant to this
Section and nothing herein shall be deemed to constitute the Distribution
Agent a broker in such transactions."

(g) The following subsection (d) shall be added to Section
7.02:

(d) The Depositor may employ agents in connection with its
duties under Section 3.11 and 3.13 hereof and shall not be answerable for
the default or misconduct of such agents if they shall have been selected
with reasonable care. The fees of such agents shall be reimbursable to the
Depositor from the Trust Fund, provided, however, that the amount of such
reimbursement in any year (i) shall reduce the amount payable to the
Depositor for such year with respect to the service in question and shall
not exceed the maximum amount payable to the Depositor for such service for
such year and (ii) if such agent is an affiliate of the Depositor, the
amount of the reimbursement, when combined with (a) all compensation
received by such agent from other series of the Fund or other unit
investment trusts sponsored by the Depositor or its affiliates and (b) the
amount payable to the Depositor from the Trust Fund and from other series
of the Fund or other unit investment trusts sponsored by the Depositor or
its affiliates in respect of the service in question, shall not exceed the
aggregate cost of such agent and the Depositor of providing such service.
The Trustee shall pay such reimbursement against the Depositor's invoice
therefor upon which the Trustee may rely as the Depositor's certification
that the amount claimed complies with the provisions of this paragraph.

(h) Section 4.01 shall be amended to read in its entirety as
follows:

Section 4.01. Evaluation of Securities. The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities as of the Evaluation
Time as provided in the following manner:

(a) The Evaluator will prepare each evaluation for which market
quotations for the Securities are available by the use of outside services
normally used and contracted with for this purpose. If the Securities are listed
on a national securities exchange or The NASDAQ Stock Market, Inc., the
evaluation will be based on the closing sale price on the exchange or system (if
a Security is listed on the New York Stock Exchange, the closing sale price on
that exchange shall apply) or, if there is no closing sale price on the exchange
or system, at the closing bid price on the exchange or system. If such market
quotations are not available, the Evaluator shall determine the value of the
Securities. Such evaluation shall generally be based on the current bid prices
on the over-the-counter market (unless it is determined that these prices are
inappropriate as a basis for evaluation). If such prices are not available on
the over-the-counter market, the evaluation will generally be made by the
Evaluator in good faith (1) on the basis of the current bid prices for
comparable securities, (2) by the Evaluator's appraising the value of the
Securities in good faith at the bid side of the market or (3) by any combination
thereof. For each evaluation, the Evaluator shall also determine and furnish to
the Trustee and the Depositor the aggregate of (a) the value of all Securities
on the basis of such evaluation and (b) on the basis of the information
furnished to the Evaluator by the Trustee pursuant to Section 3.02, the amount
of cash then held in the Capital Account which was received by the Trustee after
the Record Date preceding such determination less any amounts held in the
Capital Account for distribution to Unitholders on a subsequent Distribution
Date when a Record Date occurs four business days or less after such
determination. For the purposes of the foregoing, the Evaluator may obtain
current prices for the Securities from investment dealers or brokers (including
the Depositor) that customarily deal in similar securities.

With respect to any Security not listed on a national exchange or The
NASDAQ Stock Market, Inc., or, with respect to a Security so listed but The
Evaluator deems the closing sale price on the relevant exchange to be
inappropriate as a basis for valuation, upon the Evaluator's request, the
Depositor shall, from time to time, designate one or more evaluation services or
other sources of information on which the Evaluator shall be authorized
conclusively to rely in evaluating such Security, and the Evaluator shall have
no liability for any errors in the information so received. The cost thereof
shall be an expense reimbursable to the Evaluator from the Income and Capital
Accounts.

(b) Notwithstanding Section 4.01(a), except in those cases in
which the Securities are listed on a national securities exchange or The NASDAQ
Stock Market, Inc., and the closing sales prices are used and except for Trust
Fund Evaluations required by Section 5.02 in determining Redemption Price,
during the initial offering period, the evaluations of the Securities shall
generally be made in the manner described in Section 4.01(a) based on the
closing ask prices of the Securities rather than the closing bid prices.

(i) Section 5.01 shall be amended to read in its entirety as
follows:

Section 5.01. Trust Fund Evaluation. As of the Evaluation Time
next following any tender by a Unitholder for redemption and on any other
business day desired by it or as may be required hereunder, the Trustee shall as
to each Trust Fund:

Add

(1) cash on hand in the Trust Fund (other than cash held
especially for the purchase of Contract Securities) and moneys in the process of
being collected from declared dividends,

(2) the aggregate value of each issue of the Securities in the
Trust Fund (including Contract Securities) as determined by the Evaluator
pursuant to Section 4.01, and

(3) all other assets of the Trust;

Deduct

(1) amounts representing any applicable taxes, governmental
charges or other charges pursuant to Section 3.03 payable out of the Trust Fund
and for which no deductions shall have previously been made for the purpose of
addition to the Reserve Account,

(2) amounts representing estimated accrued fees and expenses of
the Trust Fund including but not limited to unpaid fees and expenses of the
Trustee (including legal and auditing expenses), the Evaluator, the Depositor
and counsel, and

(3) amounts representing unpaid accrued organization costs, and

(4) cash allocated for distribution to Unitholders of the Trust
Fund of record as of the business day prior to the evaluation then being made.

The resulting figure is herein called a "Trust Fund Evaluation."
Prior to the payment to the Depositor of its reimbursable organization costs to
be made at the earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period in accordance with Section 10.02 for
purposes of determining the Trust Fund Evaluation under this Section 5.01, the
Trustee shall rely upon the amounts representing unpaid accrued organization
costs in the estimated amount per Unit set forth in the Prospectus until such
time as the Depositor notifies the Trustee in writing of a revised estimated
amount per Unit representing unpaid accrued organization costs. Upon receipt of
such notice, the Trustee shall use this revised estimated amount per Unit
representing unpaid accrued organization costs in determining the Trust Fund
Evaluation but such revision of the estimated expenses shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.

(j) Notwithstanding anything to the contrary contained in
Sections 3.04, 3.11, 3.13, 4.03 and 8.05, expenses of each Trust shall be paid
to the appropriate party on or about the 15th day of each month. Until the
Trustee is notified by the Depositor that the primary offering period has
terminated, the fees, where applicable, shall be accrued daily and based on the
number of Units outstanding on each day.

After the primary offering period has terminated, the fees, where applicable,
shall accrue daily and be based on the number of Units outstanding on the most
recent prior Record Date specified in the Prospectus.

(k) Section 8.01(i) shall be amended to read in its entirety as
follows:

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

(l) The following replaces the first two sentences of Section
8:05:

The Trustee shall receive at the times and in the manner set
forth in Section 3.04 as compensation for performing the usual, ordinary, normal
and recurring services under this Agreement during the preceding month an amount
equal to the amount specified as compensation for the Trustee in the Prospectus.
Such fee shall accrue daily and be computed on the basis of the largest number
of Units outstanding during the period with respect to which such compensation
is paid.

(m) All references to the "NASDAQ National Market System" herein
and in the Standard Terms and Conditions of Trust are replaced with "The NASDAQ
Stock Market, Inc."

-3-
<PAGE>

In Witness Whereof, John Nuveen & Co. Incorporated, has caused this
Trust Indenture and Agreement for Nuveen Unit Trusts, Series 45 to be executed
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents and its corporate seal to be hereto affixed and attested by its
Secretary or its Assistant Secretary and The Chase Manhattan Bank has caused
this Trust Indenture and Agreement to be executed by one of its Vice Presidents
or Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
John Nuveen & Co. Incorporated,
Depositor

By /s/ Robert K. Burke
----------------------------
Authorized Officer

(Seal)

Attest:

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

The Chase Manhattan Bank, Trustee

By /s/ Alfred Miller
----------------------------
Assistant Vice President

(Seal)

Attest:

By /s/ Robert E. Lisk
--------------------------
Assistant Treasurer

-4-
<PAGE>

Schedule A to the Trust Indenture and Agreement

Securities Initially Deposited

Nuveen Unit Trusts, SERIES 45

(Note: Incorporated herein and made a part hereof is the "Schedule of
Investments" as set forth for the Trusts in the Prospectus.)

-5-

<PAGE>

Exhibit 3.1

May 19, 1999

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

Re: Nuveen Unit Trusts, Series 45
-----------------------------

Gentlemen:

We have served as counsel for you, as depositor of Nuveen Unit Trusts,
Series 45 (hereinafter referred to as the "Fund"), in connection with the
issuance under the Trust Indenture and Agreement dated the date hereof between
John Nuveen & Co. Incorporated, as Depositor, and The Chase Manhattan Bank, as
Trustee, of Units of fractional undivided interest in the one or more Trusts of
said Fund (hereinafter referred to as the "Units").

In connection therewith, we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1. The execution and delivery of the Trust Indenture and Agreement and the
establishment of book entry positions and the execution and issuance of
certificates evidencing the Units in the Trusts of the Fund have been duly
authorized; and

2. The book entry positions and certificates evidencing the Units in the
Trusts of the Fund when duly established or duly executed and delivered by the
Depositor and the Trustee in accordance with the aforementioned Trust Indenture
and Agreement, will constitute valid and binding obligations of such Trust and
the Depositor in accordance with the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-77607) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

Chapman and Cutler
EFF:ps

<PAGE>

Exhibit 3.2

May 19, 1999

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

The Chase Manhattan Bank
Nuveen Administration Department
4 New York Plaza, Third Floor
New York, New York 10004-2413

Re: Nuveen Unit Trusts, Series 45 consisting of: Nuveen Bandwidth Five-
Year Sector Portfolio, May 1999; Nuveen e-Commerce Five-Year Sector
Portfolio, May 1999; and Nuveen Internet Five-Year Sector Portfolio,
May 1999.
----------------------------------------------------------------------

Gentlemen:

We have acted as counsel for John Nuveen & Co. Incorporated, as Sponsor and
Depositor of Nuveen Unit Trusts, Series 45 (the "Fund") consisting of Nuveen
Bandwidth Five-Year Sector Portfolio, May 1999; Nuveen e-Commerce Five-Year
Sector Portfolio, May 1999; and Nuveen Internet Five-Year Sector Portfolio, May
1999 (the "Trusts"), in connection with the issuance of Units of fractional
undivided interest in the Trusts, under a Trust Indenture and Agreement dated
May 19, 1999 (the "Indenture") between John Nuveen & Co. Incorporated, as
Depositor, and The Chase Manhattan Bank, as Trustee and Evaluator.

In this connection, we have examined the Registration Statement, the form
of Prospectus proposed to be filed with the Securities and Exchange Commission,
the Indenture and such other instruments and documents we have deemed pertinent.
The opinions expressed herein assume that the Trusts will be administered, and
investments by the Trusts from proceeds of subsequent deposits, if any, will be
made, in accordance with the terms of the Indenture. The assets of the Trusts
will consist of a portfolio of equity securities (the "Securities") as set forth
in the Prospectus. For purposes of the following discussion and opinion, it is
assumed that each Security is equity for federal income tax purposes.

Based upon the foregoing and upon an investigation of such matters of law
as we consider to be applicable, we are of the opinion that, under existing
federal income tax law:

I. Each Trust is not an association taxable as a corporation for Federal
income tax purposes but will be governed by the provisions of subchapter J
(relating to trusts) of Chapter 1, Internal Revenue Code of 1986 (the "Code");
each Unitholder will be treated as the owner of a pro rata portion of each of
the assets of the Trust, in the proportion that the
<PAGE>

number of Units held by him bears to the total number of Units outstanding;
under Subpart E, Subchapter J of Chapter 1 of the Code, income of the Trust will
be treated as income of the Unitholders in the proportion described above; and
an item of Trust income will have the same character in the hands of a
Unitholder as it would have in the hands of the Trustee. Each Unitholder will be
considered to have received his pro rata share of income derived from each Trust
asset when such income is considered to be received by a Trust. A Unitholder's
pro rata portion of distributions of cash or property by a corporation with
respect to a Security ("dividends" as defined by Section 316 of the Code), is
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits." A Unitholder's pro rata portion of dividends
paid on such Security which exceeds such current and accumulated earnings and
profits will first reduce a Unitholder's tax basis in such Security, and to the
extent that such dividends exceed a Unitholder's tax basis in such Security,
shall be treated as gain from the sale or exchange of property.

II. The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
the Trust (in proportion to the fair market values thereof on the valuation date
closest to the date the Unitholder purchases his Units), in order to determine
his tax basis for his pro rata portion of each Security held by a Trust.

III. Gain or loss will be recognized to a Unitholder (subject to various
nonrecognition provisions under the Code) upon redemption or sale of his Units,
except to the extent an in kind distribution of securities are received by such
Unitholder from a Trust as discussed below. Such gain or loss is measured by
comparing the proceeds of such redemption or sale with the adjusted basis of his
Units. Before adjustment, such basis would normally be cost if the Unitholder
had acquired his Units by purchase. Such basis will be reduced, but not below
zero, by the Unitholder's pro rata portion of dividends with respect to each
Security which is not taxable as ordinary income.

IV. If the Trustee disposes of a Trust asset (whether by sale, taxable
exchange, liquidation, redemption, payment on maturity or otherwise) gain or
loss will be recognized to the Unitholder (subject to various nonrecognition
provisions under the Code) and the amount thereof will be measured by comparing
the Unitholder's aliquot share of the total proceeds from the transaction with
his basis for his fractional interest in the asset disposed of. Such basis is
ascertained by apportioning the tax basis for his Units (as of the date on which
his Units were acquired) among each of the Trust's assets (as of the date on
which his Units were acquired) ratably according to their values as of the
valuation date nearest the date on which he purchased such Units. A Unitholder's
basis in his Units and of his fractional interest in each Trust asset must be
reduced, but not below zero, by the Unitholder's pro rata portion of dividends
with respect to each Security which are not taxable as ordinary income.
<PAGE>

V. Under the Indenture, under certain circumstances, a Unitholder tendering
Units for redemption may request an in kind distribution of Securities upon the
redemption of Units or upon the termination of a Trust. As previously discussed,
prior to the redemption of Units or the termination of a Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's assets. The
receipt of an in kind distribution will result in a Unitholder receiving an
undivided interest in whole shares of stock and possibly cash. The potential
federal income tax consequences which may occur under an in kind distribution
with respect to each Security owned by the Trust will depend upon whether or not
a Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion of the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security held by the Trust, such Unitholder will generally
recognize gain or loss based upon the difference between the amount of cash
received by the Unitholder and his tax basis in such fractional share of a
Security held by the Trust. The total amount of taxable gains (or losses)
recognized upon such redemption will generally equal the sum of the gain (or
loss) recognized under the rules described above by the redeeming Unitholder
with respect to each Security owned by the Trust.

A domestic corporation owning Units in a Trust may be eligible for the
70% dividends received deduction pursuant to Section 243(a) of the Code with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations), subject to the
limitations imposed by Sections 246 and 246A of the Code.

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

Section 67 of the Code provides that certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of a Trust as miscellaneous
itemized deductions subject to this limitation.

A Unitholder will recognize taxable gain (or loss) when all or part of the
pro rata interest in a Security is either sold by a Trust or redeemed or when a
Unitholder disposes of his Units in a taxable transaction, in each case for an
amount greater (or less) than his tax basis therefor subject to various non-
recognition provisions of the Code.

It should be noted that payments to a Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unit holders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding taxes by a
Trust. Any dividends withheld as a result thereof will nevertheless be treated
as income to the Unit holders. Because under the grantor trust rules, an
investor is deemed to have paid directly his share of foreign taxes that have
been paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such taxes. A
required holding period is imposed for such credits.
<PAGE>

Any gain or loss recognized on a sale or exchange will, under current law,
generally be capital gain or loss.

The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.

Very truly yours,

Chapman and Cutler
EFF:ps

<PAGE>

[Letterhead of Carter, Ledyard & Milburn]

Exhibit 3.3

May 19, 1999

Nuveen Unit Trusts, Series 45

c/o The Chase Manhattan Bank,
as Trustee
4 New York Plaza, 3rd Floor
New York, New York 10004

Re: Nuveen Unit Trusts, Series 45
Nuveen Bandwidth Five-Year Sector Portfolio, May 1999;
Nuveen e-Commerce Five-Year Sector Portfolio, May 1999; and
Nuveen Internet Five-Year Sector Portfolio, May 1999.

Dear Sirs:

We are acting as special counsel with respect to New York tax matters for
Nuveen Unit Trusts, Series 45 (each, a "Trust Fund"), which will be established
under a Standard Terms and Conditions of Trust for Nuveen Unit Trusts Series 4
and certain subsequent Series dated May 29, 1997 and a related Trust Indenture
and Agreement dated today's date (such Standard Terms and Conditions of Trust
and related Trust Indenture and Agreement are referred to collectively as the
"Indenture"), each between John Nuveen & Co. Incorporated, as Depositor (the
"Depositor"), and The Chase Manhattan Bank, as Trustee (the "Trustee"). Pursuant
to the terms of the Indenture, units of fractional undivided interest in the
Trust Fund will be issued (the "Units"), which Units may, in accordance with the
Indenture, be represented by a certificate or certificates (the
"Certificates").

We have examined and are familiar with originals or certified copies, or
copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.

Based upon the foregoing, we are of the opinion that:
<PAGE>

1. Each Trust Fund will not constitute an association taxable as a
corporation under New York law, and accordingly will not be subject to the
New York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of each Trust Fund will be considered the income of the holders of
the Units.

3. By reason of the exemption contained in paragraph (a) of
Subdivision 8 of Section 270 of the New York Tax Law, no New York State
stock transfer tax will be payable in respect of any transfer of the
Certificates.

We consent to the filing of this opinion as an exhibit to the Registration
Statement (No. 333-77607) filed with the Securities and Exchange Commission with
respect to the registration of the sale of the Units and to the references to
our name under the captions "Tax Status" and "Legal Opinion" in such
Registration Statement and the preliminary prospectus included therein.
Very truly yours,

CARTER, LEDYARD & MILBURN

-2-

<PAGE>

[Letterhead of Carter, Ledyard & Milburn]

Exhibit 3.4

May 19, 1999

The Chase Manhattan Bank,
as Trustee of Nuveen Unit Trusts, Series 45
4 New York Plaza, 3rd Floor
New York, New York 10004

Attention: Mr. Steven B. Wolinsky
Senior Vice President

Re: Nuveen Unit Trusts, Series 45
Nuveen Bandwidth Five-Year Sector Portfolio, May 1999;
Nuveen e-Commerce Five-Year Sector Potfolio; May 1999; and
Nuveen Internet Five-Year Sector Portfolio, May 1999.
---------------------------------------------------------------------

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust for Nuveen Unit Trusts Series 4 and certain subsequent Series dated May
29, 1997 and a related Trust Indenture and Agreement dated today's date (such
Standard Terms and Conditions of Trust and related Trust Indenture and Agreement
are collectively referred to as the "Indenture"), each between John Nuveen & Co.
Incorporated, as Depositor (the "Depositor"), and Chase, as Trustee (the
"Trustee"), establishing the Nuveen Unit Trusts, Series 45, (each a "Trust
Fund"), and the confirmation by Chase, as Trustee under the Indenture, that it
has caused to be credited to the Depositor's account at The Depository Trust
Company a number of units constituting the entire interest in each Trust Fund
(such aggregate units being herein called "Units") each of which represents an
undivided interest in each Trust Fund, which consists of common stocks
(including confirmations of contracts for the purchase of certain stock not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such stock), such stocks
being defined in the Indenture as Securities and referenced in the schedules to
the Indenture.
<PAGE>

We have examined the Indenture, the Closing Memorandum executed and
delivered today by the Depositor and the Trustee (the "Closing Memorandum"), the
form of certificate for the Units included in the Indenture and a specimen of
the certificates to be issued thereunder (the "Certificates") and such other
documents as we have deemed necessary in order to render this opinion. Based on
the foregoing, we are of the opinion that:

1. Chase is a duly organized and existing corporation having the
powers of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the Depositor, constitutes the valid
and legally binding obligation of Chase.

3. The Certificates are in proper form for execution and delivery by
Chase, as Trustee.

4. Chase, as Trustee, has registered on the registration books of
each Trust Fund the ownership of the Units by The Depository Trust Company,
where it has caused the Units to be credited to the account of the
Depositor. Upon receipt of confirmation of the effectiveness of the
registration statement for the sale of the Units filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Trustee may
cause the Units to be transferred on the registration books of each Trust
Fund to such other names, and in such denominations, as the Depositor may
order, and may deliver Certificates evidencing such ownership as provided
in the Closing Memorandum.

5. Chase, as Trustee, may lawfully advance amounts to each Trust Fund
and may be reimbursed, without interest, for any such advances from funds
in the income and capital accounts, as provided in the Indenture.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

CARTER, LEDYARD & MILBURN

<PAGE>

[On Letterhead of The Chase Manhattan Bank]

Exhibit 4.2

May 19, 1999

John Nuveen & Co. Incorporated
333 West Wacker Drive
Chicago, Illinois 60606

Re: Nuveen Unit Trusts, Series 45

Dear Sirs:

The Chase Manhattan Bank is acting as Evaluator for the series of Nuveen
Unit Trust set forth above (the "Trust"). We enclose a list of the Securities to
be deposited in the Trusts on the date hereof. The prices indicated therein
reflect our evaluation of such Securities as of close of business on May 18,
1999 in accordance with the valuation method set forth in the Standard Terms and
Conditions of Trust for Nuveen Unit Trust Series 4 and subsequent. We consent to
the reference to The Chase Manhattan Bank as the party performing the
evaluations of the Trust Securities in the Registration Statement (No. 333-
77607) filed with the Securities and Exchange Commission with respect to the
registration of the sale of the Trust Units and to the filing of this consent as
an exhibit thereto.

Very truly yours,

/s/ Robert E. Lisk

Assistant Treasurer

<PAGE>

Exhibit 4.4

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
Registration Statement.

Arthur Andersen LLP

Chicago, Illinois
May 19, 1999

<PAGE>

Memorandum

Nuveen Unit Trusts, Series 45
File No. 333-77607

The Prospectus and the Indenture filed with Amendment No. 2 of the
Registration Statement on Form S-6 have been revised to reflect information
regarding the deposit of securities on May 19, 1999 and to set forth certain
data based thereon. In addition, there are a number of other changes from the
Prospectus as originally filed to which reference is made, including the change
in the size of the Fund, a corresponding change in the number of Units and a
change in the trust constituting the Fund.

An effort has been made to set forth below certain of the changes and also
to reflect all changes by marking the Prospectus submitted with the Amendment.

Form S-6

Facing Sheet. The file number, effective date and 487 election are now
provided.

The Prospectus

Part A. The date of the prospectus, CUSIP numbers and names of the Trusts
have been updated.

Part A. The "Fees and Expenses" section, including applicable footnotes,
has been updated.

Part A. The securities selected for the Trusts, descriptions of the issuers
and Schedules of Investments have been updated.

Part A. The period over which the deferred sales charge will be collected
has been updated.

Part A. The footnotes to the portfolios have been updated.

Part A. The Statements of Condition and the related footnotes have been
updated.

Part A. The Report of Independent Public Accountants has been updated.

Part B - Page 1. The date of Part B of the Prospectus has been updated.

Part B - Back Cover. The date of Part B of the Prospectus has been updated.

Information Supplement. The date of the supplement and the series number
have been updated.

Chapman and Cutler

Chicago, Illinois
May 19, 1999