NUVEEN UNIT TRUSTS SERIES 61, 497, 1999-08-27

NUVEEN UNIT TRUSTS SERIES 61
497, 1999-08-27

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[NUVEEN LOGO]
Defined Portfolios

Nuveen Unit Trusts, Series 61
Nuveen-Dow Jones Global Titans IndexSM Portfolio, August 1999
Nuveen-Dow Jones Internet IndexSM Portfolio, August 1999

Prospectus Part A dated August 25, 1999

.Portfolios Invest in Stocks Included in the Indices
.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.

--
INX-08-99-P 1
<PAGE>
CUSIP Nos:

Dividend in cash Reinvested
67066R 100 67066R118
67066R 126 67066R134

Nuveen-Dow Jones Global Titans Index/SM/ Portfolio, August 1999

Nuveen-Dow Jones Internet IndexSM Portfolio, August 1999

Overview

Nuveen Unit Trusts, Series 61 in-
cludes the unit investment trusts
listed above. The Portfolios seek to
provide capital appreciation by in-
vesting in the common stocks included
in the respective indices.

The securities held by the Portfolios
will be periodically adjusted to gen-
erally reflect the current selections
and weightings of the indices. The
Portfolios are scheduled to terminate
in approximately five years.
Contents

2 Overview
3 Nuveen--Dow Jones Global Titans
Index/SM/ Portfolio, August 1999
3 Risk/Return Summary
3 Investment Objective
3 Investment Strategy
3 Security Selection
3 Dow Jones Global Titans Index
4 Industry Diversification
4 Primary Risks
4 Investor Suitability
4 Fees and Expenses
6 Schedule of Investments
8 Securities Descriptions
12 Nuveen--Dow Jones Internet Index/SM/
Portfolio, August 1999
12 Risk/Return Summary
12 Investment Objective
12 Investment Strategy
12 Security Selection
12 The Dow Jones Internet Index
13 Industry Diversification
13 Primary Risks
13 Investor Suitability
13 Fees and Expenses
15 Schedule of Investments
16 Securities Descriptions
19 How to Buy and Sell Units
19 Investing in the Portfolio
19 Sales or Redemptions
19 Risk Factors
21 Distributions
21 Income Distributions
21 Capital Distributions
21 General Information
21 Termination
21 The Sponsor
21 Dealer Concessions
22 Optional Features
22 Letter of Intent
22 Reinvestment
22 Nuveen Mutual Funds
23 Notes to Portfolios
24 Statement of Condition
25 Report of Independent Public
Accountants

For the Table of Contents of Part
B, see Part B of the Prospectus.
- ---------

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

"Dow Jones Industrial Average/SM/", The Dow 5/SM/, The Dow 10/SM/, "DJIA/SM/"
Dow Jones Global Titans Index/SM/, DJInet/SM/, and Dow Jones Internet Index/SM/
are service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by John Nuveen & Co. Incorporated
("Nuveen" or the "Spon-sor") on behalf of the Portfolios. The Portfolios are
not endorsed, sold or promoted by Dow Jones, and Dow Jones makes no
representation regarding the ad-visability of investing in the Portfolios.

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2
<PAGE>

Nuveen--Dow Jones Global Titans IndexSM Portfolio, August 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Dow Jones Global Ti-
tans Index. The securities held by the Portfolio will be periodically adjusted
to generally replicate the current selections and weightings of the Dow Jones
Global Titans Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of each of the stocks
included in the Dow Jones Global Titans Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

- --The Portfolio will continue to be invested in substantially all (at least
95%) of the stocks in the index; and

--The Sponsor will attempt to maintain a correlation between the Portfolio's
holdings and the index of .97 to .99 over the term of the Portfolio. Howev-
er, the performance of the Portfolio may not mirror the performance of the
index.

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolio," and "Investment Supervision" in
Part B of the Prospectus for details.

With the foreign securities included in the Portfolio, the Portfolio may hold
either the stocks of the foreign companies or American Depositary Receipts
("ADRs") of those companies. See "Risk Factors" for a discussion of ADRs and
the risks associated with foreign securities.

Dow Jones Global Titans Index

The Dow Jones Global Titans Index is composed of 50 of some of the world's
most well known and well established blue-chip companies, and provides consid-
erable exposure to global markets.

The major characteristics and key benefits of the companies included in the
Dow Jones Global Titans Index can be summarized into the following points:

.Market leadership;

.Multinational exposure;

.Global diversification;

.High liquidity;

.Low turnover;

.Sufficient market coverage; and

.Competitive performance.

See "The Dow Jones Global Titans Index Portfolio" in Part B of the Prospectus
for additional information regarding the index.

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<PAGE>

Industry Diversification

Based upon the principal business of each issuer and current market values,
the index, as of August 19, 1999, represented the following industries:

<TABLE>
<CAPTION>
Approximate
Industry Index Percentage
- -------- ----------------
<S> <C>
Aerospace/Defense 0.79%
Auto--Cars/Light Trucks 5.20%
Beverages--Non-alcoholic 2.57%
Chemicals--Diversified 1.40%
Computer Software 7.47%
Computers--Micro 5.87%
Cosmetics & Toiletries 2.19%
Diversified Financial Services 5.01%
Diversified Manufacturing 7.15%
Food--Misc/Diversified 2.05%
Medical Products 2.29%
Medical--Drugs 5.87%
Money Center Banks 8.83%
Multi-line Insurance 4.42%
Multimedia 1.02%
Oil Companies--Integrated 12.51%
Retail--Discount 3.62%
Semiconductors 4.55%
Telephone--Integrated 9.73%
Telephone--Local 3.38%
Telephone--Long Distance 2.54%
Tobacco 1.54%
-------
Total 100.00%
</TABLE>

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 index even though the stock's outlook or its market
value or yield may have changed.

. The Portfolio will contain stocks of foreign companies. The Portfolio's in-
vestment in foreign stock presents additional risk, including currency risk.
Foreign companies may be affected by adverse political, diplomatic and eco-
nomic developments; changes in foreign currency exchange rates; taxes; less
publicly available information; greater price volatility; less liquidity and
other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Dow Jones Global Titans Index
in one convenient package;

. You want capital appreciation potential; and

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

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning an unmanaged index-
based equity 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.
<TABLE>
<CAPTION>
Approximate
Amount per Unit % of Amount
(based on $10 Invested
Unit) (1)
--------------- -----------
<S> <C> <C>
Sales Charge
Maximum Deferred Sales Charge...................... $ 0.450 4.50%(2)
Maximum Organization Costs(3)...................... $0.0220 0.22%
Estimated Annual Operating Expenses

Trustee's Fee...................................... $0.0180 0.18%
Sponsor's Supervisory Fee.......................... $0.0035 0.035%
Bookkeeping and Administrative Fees................ $0.0025 0.025%
Evaluator's Fees................................... $0.0030 0.030%
Other Operating Expenses(2)........................ $0.0068 0.068%
------- ------
Total.............................................. $0.0338 0.338%
</TABLE>

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- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price.

(2) The maximum sales charge is a fixed dollar amount of $0.45 per Unit, how-
ever, the maximum sales charge may not exceed 5.5% of the Public Offering
Price.

(3) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or 6 months after Initial Date of
Deposit.

(4) Other Operating Expenses include annual licensing fees paid to cover a li-
cense to use service marks, trademarks and trade names of Dow Jones but do
not include brokerage costs and other transactional fees.

The entire sales charge is deferred and deducted monthly in installments of
$0.09 per Unit from April 28, 2000 through August 31, 2000. However, for Units
purchased after the beginning of the deferred sales charge period you will pay
an up-front sales charge equal to the deferred sales charges already collect-
ed. The maximum sales charge will not exceed 5.5% of the Public Offering Price
of the Units.

The maximum per Unit sales charges are reduced as follows:

<TABLE>
<CAPTION>
Your maximum
If you buy the following number of Units:* sales charge will be:
- ---------------------------------------------------------- ---------------------
<S> <C>
Less than 5,000........................................... $0.450
5,000 to 9,999............................................ $0.425
10,000 to 24,999.......................................... $0.400
25,000 to 49,999.......................................... $0.350
50,000 to 99,999.......................................... $0.250
100,000 or more........................................... $0.150
</TABLE>

* 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.

As described in "Public Offering Price" in Part B of the Prospectus, certain
classes of investors are also entitled to reduced 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 the same. The example
does not include brokerage costs and other transactional fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
Life of
1 Year 3 Years Portfolio
------- ------- ---------
<S> <C> <C>
$505.75 $574.78 $650.41
</TABLE>

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

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- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, August 25, 1999)

Nuveen--Dow Jones Global Titans IndexSM Portfolio, August 1999

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Trust(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Aerospace/Defense 0.79%
2 The Boeing Company BA 0.79 $ 45.1250 $ 90
Auto--Cars/Light Trucks 5.20
2 DaimlerChrysler AG DCXGn.F 1.36 76.4342 153
2 Ford Motor Company F 0.97 51.1250 102
2 General Motors Corporation GM 0.70 64.5625 129
2,000 Toyota Motor 7203.T 2.17 32.8918 65,784
Beverages--Non-Alcoholic 2.57
2 The Coca-Cola Company KO 2.57 59.2500 119
Chemicals--Diversified 1.40
2 E.I. du Pont de Nemours and Company DD 1.40 72.0000 144
Computers--Software 7.47
2 Microsoft Corporation MSFT 7.47 92.1875 184
Computers--Micro 5.87
2 Hewlett-Packard Company HWP 1.83 106.4375 213
2 International Business Machines Corporation IBM 4.04 121.8125 244
Cosmetics & Toiletries 2.19
2 The Procter & Gamble Company PG 2.19 100.2500 201
Diversified Financial Services 5.01
2 Citigroup Inc. C 2.79 48.8750 98
2 Lloyds TSB Group Plc LLOY.L 1.28 14.2700 29
2 Morgan Stanley Dean Witter & Co. MWD 0.94 96.3125 193
Diversified Manufacturing 7.15
2 General Electric Company GE 6.31 116.5625 233
2 Siemens AG SIEG.F 0.84 83.9674 168
Food--Misc. 2.05
2 Nestle SA NSRGY 1.36 1,948.0008 3,896
2 Unilever NV cva Ntfl4 0.69 66.9500 134
Medical Products 2.29
2 Johnson & Johnson JNJ 2.29 103.3125 207
Medical--Drugs 5.87
2 Merck & Co., Inc. MRK 2.66 69.0000 138
2 Novartis AG NOVZn.S 1.83 1,503.5126 3,007
2 Roche Holding Ltd. ROCZg.S 1.38 11,650.5811 23,301
Money Center Banks 8.83
2 Bank of America Corporation BAC 1.95 66.9375 134
2,000 Bank of Tokyo-Mitsubishi, Ltd. 8315.T 1.14 16.1665 32,333
2 The Chase Manhattan Corporation CMB 1.21 86.5625 173
2 Credit Suisse Group CSGZn.S 0.86 190.7294 381
2 HSBC Holdings, Plc HSBA.L 1.72 12.5600 25
2 ING Groep N.V. ING.AS 0.90 51.0214 102
2 UBS AG UBSZn.S 1.05 282.3190 565
Multi-Line Insurance 4.42
2 Allianz AG ALVG.DE 1.17 271.7428 543
2 American International Group, Inc. AIG 2.49 99.5625 199
2 AXA AXA 0.76 184.3166 369
Multimedia 1.02
2 The Walt Disney Company DIS 1.02 29.8750 60
Oil Companies--Integrated 12.51
2 BP Amoco Plc BPA.L 3.31 19.3800 39
2 Chevron Corporation CHV 1.08 95.9375 192
1,000 ENI SpA ENI.IM 0.86 6.2234 6,223
2 Exxon Corporation XON 3.44 81.6250 163
2 Mobil Corporation MOB 1.44 105.4375 211
2 Royal Dutch Petroleum Company RD.AS 2.38 60.3000 121
Retail--Discount 3.62
2 Wal-Mart Stores, Inc. WMT 3.62 47.5625 95
Semiconductors 4.55
2 Intel Corporation INTC 4.55 83.1250 166
</TABLE>

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<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments--(continued)
(at the Initial Date of Deposit, August 25, 1999)

Nuveen--Dow Jones Global Titans IndexSM Portfolio, August 1999

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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<PAGE>

Securities Descriptions

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

Allianz AG (ALVG.DE)

Allianz AG, headquartered in The Netherlands, is Europe's largest insurer. The
Company offers life, health, and property/casualty insurance, risk management,
and investment funds.

American International Group, Inc. (AIG)

American International Group, Inc., provides a variety of insurance and finan-
cial services in the U.S. and internationally. The Company writes property,
casualty, marine, life, and financial services insurance in approximately 130
countries and jurisdictions.

AT&T Corp. (T)

AT&T Corp. provides voice, data, and video telecommunication services and
products 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.

AXA (AXA)

AXA, headquartered in France, offers life, personal and commercial
property/casualty insurance, reinsurance, financial services, and real estate
investment services. The Company operates in Europe, Asia, Africa and North
America.

BP Amoco Plc (BPA.L)

BP Amoco Plc, headquartered in London and formed from the merger of British
Petroleum and Amoco, is the world's third largest integrated oil company. The
Company explores for and produces oil in about 29 countries and is also a ma-
jor chemical manufacturer.

Bank of America Corporation (BAC)

Bank of America Corporation is the holding company for Bank of America and
NationsBank. The Company, which operates in 22 states and the District of Co-
lumbia, provides retail banking services, asset management, financial prod-
ucts, corporate finance, specialized finance, capital markets, and financial
services.

Bank of Tokyo-Mitsubishi, Ltd. (8315.T)

Bank of Tokyo-Mitsubishi, Ltd., headquartered in Japan, is a global financial
services company that offers commercial, investment, and trust banking prod-
ucts and services to businesses, governments and private individuals.

Bell Atlantic Corporation (BEL)

Bell Atlantic Corporation provides a wide variety of phone and cable televi-
sion services throughout the northeast and mid-Atlantic regions. The Company's
telecommunications services include local and wireless telephone services.

Bellsouth Corporation (BLS)

Bellsouth Corporation provides local phone service, systems and products pri-
marily in the southeastern U.S. The Company also provides cellular service to
over 4 million customers and Internet access to over 500,000 customers.

The Boeing Company (BA)

The Boeing Company manufactures and markets commercial jet aircraft worldwide.
The Company also develops and produces military aircraft, missile defense and
rocket systems for the United States and foreign governments.

British Telecommunications Plc (BTY)

British Telecommunications Plc, headquartered in London, is one of the world's
leading telecommunications companies, and the principal telecom supplier in
the United Kingdom. The Company has a presence in over 30 countries.

The Chase Manhattan Corporation (CMB)

The Chase Manhattan Corporation is a bank holding company that conducts domes-
tic and international financial services through various bank and non-bank
subsidiaries. The Company provides corporate finance, wholesale banking, and
investment services, as well as underwriting, distribution, risk management
products, and private banking.

Chevron Corporation (CHV)

Chevron Corporation explores for, develops, and produces crude oil and natural
gas. The Company also refines crude oil into finished petroleum products, as
well as markets and transports crude oil, natural gas, and petroleum products.
Chevron operates in the U.S. and approximately 90 countries.

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<PAGE>

Citigroup Inc. (C)

Citigroup Inc. is a diversified financial services holding company that pro-
vides investment services, asset management, consumer finance, and
property/casualty and life insurance services. Subsidiaries include Salomon
Smith Barney Holdings Inc., Commercial Credit Company, Travelers Property &
Casualty Corp., and others.

The Coca-Cola Company (KO)

The Coca-Cola Company is the world's top soft-drink manufacturer/distributor.
The Company's more than 160 brands of beverages--carbonated soft-drinks and
syrups, juice and juice-drink products, teas and coffees, among others--are
sold in approximately 200 countries.

Credit Suisse Group (CSGZn.S)

Credit Suisse Group, headquartered in Switzerland, provides universal banking
services, including investment, trust, and management services and insurance
in Switzerland and internationally. Credit Suisse Group is the parent of
Credit Suisse First Boston, Credit Suisse and Winterthur.

DaimlerChrysler AG (DCXGn.F)

DaimlerChrysler AG, headquartered in Germany, is the fifth largest manufac-
turer of motor vehicles in the world. Brands include Mercedes, Chrysler, Jeep,
Dodge and Plymouth. Other businesses include auto parts and accessories, rail
systems, electronics, and diesel engines.

Deutsche Telekom AG (DTEG.DE)

Deutsche Telekom AG, headquartered in Germany, is the world's third largest
telecommunications services provider. The Company also offers mobile, paging,
and on-line services to German and international customers and operates a
large cable telecom network.

E.I. du Pont de Nemours and Company (DD)

E.I. du Pont de Nemours and Company is the largest chemical manufacturer in
the United States, and a leading chemical producer worldwide. The Company's
products are used primarily in the food, health, apparel, construction, and
automotive industries.

ENI SpA (ENI.IM)

ENI SpA, headquartered in Italy, is a major integrated oil and gas company en-
gaged in all aspects of the petroleum business. The Company also provides
oilfield devices, contracting and engineering services.

Exxon Corporation (XON)

Exxon Corporation is the world's second largest producer of oil and gas. With
operations in more than 100 countries, the Company is involved in the explora-
tion, production, transportation and marketing of crude oil, natural gas, pet-
rochemicals and other petroleum products and minerals.

Ford Motor Company (F)

Ford Motor Company is the second largest producer of cars and trucks in the
world. Principal domestic labels are Mercury, Lincoln, Volvo, Jaguar and Aston
Martin. The Company conducts leasing and financing operations through Ford Mo-
tor Credit and car rentals through Hertz Corporation.

France Telecom SA (FTE.PA)

France Telecom SA is the principal telecommunications company in France. The
Company also provides mobile telecommunications, voice data, and image trans-
mission, including television broadcasting and cable services.

General Electric Company (GE)

General Electric Company develops, manufactures, and markets products for the
generation, distribution, and utilization of electricity. Through GE Capital
Services, Inc. the Company offers a variety of financial services, including
mutual fund management, financing, asset management and insurance. General
Electric also owns the National Broadcasting Company (NBC).

General Motors Corporation (GM)

General Motors Corporation is the world's largest automobile manufacturer. Do-
mestic cars include Chevrolet, Pontiac, GMC, Oldsmobile, Buick, Cadillac, and
Saturn. Foreign plants are located in 17 countries, primarily in Western Eu-
rope.

HSBC Holdings, Plc (HSBA.L)

HSBC Holdings, Plc, headquartered in London, is an international banking and
financial services company serving the retail and business customer. The Com-
pany conducts business in the Asia-Pacific region, Europe, the Middle East,
and the Americas.

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<PAGE>

Hewlett-Packard Company (HWP)

Hewlett-Packard Company designs, manufactures, and services products and sys-
tems for computation and communications. The Company sells its products, in-
cluding DeskJet printers and HP calculators, around the world.

ING Groep N.V. (ING.AS)

ING Groep N.V., headquartered in The Netherlands, offers a wide range of fi-
nancial services to individuals, corporations and other institutions. The
Company's services include commercial, savings and investment banking, as well
as life, property and commercial insurance.

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 dig-
ital imaging products.

International Business Machines Corporation (IBM)

International Business Machines Corporation is the world's leading provider of
computer hardware, including personal computers, mainframes, network servers,
and peripherals. The Company is also a major software manufacturer.

Johnson & Johnson (JNJ)

Johnson & Johnson is one of the world's largest and most diversified makers of
health care products. The Company sells consumer products such as Tylenol and
Motrin analgesics, professional products such as AcuVue contact lenses, and
pharmaceuticals such as Ortho-Novum oral contraceptives.

Lloyds TSB Group Plc (LLOY.L)

Lloyds TSB Group Plc, is one of the leading UK-based financial services
groups. Businesses include retail banking, mortgages, insurance, investments,
and international banking.

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
operates in more than 65 countries around the world.

Merck & Co., Inc. (MRK)

Merck & Co., Inc. is an international health products company operating
through five divisions: human health, managed pharmaceutical care, manufactur-
ing, research, and vaccine. Merck's products include treatments for
osteoporosis and high blood pressure.

Microsoft Corporation (MSFT)

Microsoft Corporation develops, manufactures, licenses, and supports a range
of software products, including scalable operating systems, server applica-
tions, 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.

Mobil Corporation (MOB)

Mobil Corporation operates a worldwide oil and gas exploration and production
business, a global marketing and refining complex, and a network of pipelines
and tankers. The Company is also a manufacturer and marketer of petrochemi-
cals, packaging films and specialty chemical products.

Morgan Stanley Dean Witter & Co. (MWD)

Morgan Stanley Dean Witter & Co. is a diversified financial services company
providing a full range of consumer and institutional services worldwide, in-
cluding retail brokerage, securities underwriting, corporate finance, invest-
ment research, asset management, and consumer lending.

Nestle SA (NSRGY)

Nestle SA, headquartered in Switzerland, manufactures and markets a variety of
food items including beverages, milk products, chocolate, frozen and refriger-
ated food, and pet food. The Company also serves the pharmaceutical and cos-
metic industries. Production facilities are located in over 177 countries.

Novartis AG (NOVZn.S)

Novartis AG, headquartered in Switzerland, was created by the merger of phar-
maceutical companies Sandoz and Ciba-Geigy. The Company manufactures
healthcare products for use in a

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10
<PAGE>

broad range of medical fields, as well as nutritional and agricultural prod-
ucts. Novartis markets its products worldwide.

Philip Morris Companies Inc. (MO)

Philip Morris Companies Inc. is a diversified tobacco and food company. The
Company markets a number of cheese, meat and coffee products through its Kraft
subsidiary. Miller Brewing makes a number of beers. Major tobacco brands in-
clude Marlboro, Virginia Slims, Merit, and Bensen and Hedges.

The Procter & Gamble Company (PG)

The Procter & Gamble Company is the nation's largest manufacturer of household
products, including brand names such as Tide, Folgers, Crest, and Pampers. The
Company is also the world's largest advertiser.

Roche Holding Ltd. (ROCZg.S)

Roche Holding Ltd., headquartered in Switzerland, develops and manufactures
pharmaceutical and chemical products. The Company distributes its products
throughout Europe, the United States, Asia and Latin America.

Royal Dutch Petroleum Company (RD.AS)

Royal Dutch Petroleum Company, headquartered in The Netherlands, owns 60% of
the Royal Dutch/Shell Group of companies, which are involved in all phases of
the petroleum industry from exploration to final processing and delivery.

SBC Communications Inc. (SBC)

SBC Communications Inc. (formerly Southwestern Bell) offers local and long
distance telephone service, primarily in several midwestern states. The Com-
pany also provides Internet access, paging and wireless communications equip-
ment and services.

Siemens AG (SIEG.F)

Siemens AG, headquartered in Germany, is a worldwide manufacturer of locomo-
tives, traffic control systems, and automotive electronics. The Company also
offers communication networks and medical equipment.

Toyota Motor (7203.T)

Toyota Motor, headquartered in Japan, is the world's third largest automobile
manufacturer. Production facilities are located in Japan, the United States,
and over 21 other nations. The Company also has business in real estate, civil
engineering, and insurance.

UBS AG (UBSZn.S)

UBS AG, formed from the merger of Union Bank of Switzerland and Swiss Bank
Corp., is a money center bank that operates globally and has five core busi-
ness units: Private Banking, Institutional Assets Management, Investment Bank-
ing, Private and Corporate Customers and Private Equity.

Unilever NV (cva Ntfl4)

Unilever NV, headquartered in The Netherlands, is a global producer of branded
consumer goods in the food, detergent, and personal care industries. Products
are distributed in over 90 countries. The Company also produces medical test-
ing products and operates tropical tea estates in the Far East.

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.

The Walt Disney Company (DIS)

The Walt Disney Company is a diversified worldwide entertainment and media
company. The Company operates the Disney theme parks and resorts, produces mo-
tion pictures, and owns ABC, Inc. (which includes the ABC television network).
Disney also licenses its intellectual property and publishes books and maga-
zines.

Nuveen has obtained these company descriptions from sources it deems reliable.
However, Nuveen has not independently verified the accuracy or completeness of
the information provided.

---
11
<PAGE>

Nuveen--Dow Jones Internet IndexSM Portfolio, August 1999

Risk/Return Summary

Investment Objective

The Portfolio seeks to provide capital appreciation.

Investment Strategy

The Portfolio consists of the securities included in the Dow Jones Internet
Index. The securities held by the Portfolio will be periodically adjusted to
generally replicate the current selections and weightings of the Dow Jones
Internet Index.

Security Selection

We select the securities for the Portfolio in the following manner:

. On the Initial Date of Deposit, the Portfolio consists of each of the stocks
included in the Dow Jones Internet Index.

. During an initial adjustment period that will not exceed 30 days, the Port-
folio will be modified to duplicate, to the extent practicable, the stocks
contained in the index and their weightings.

. Following the initial adjustment period, it is expected that:

- --The Portfolio will continue to be invested in substantially all (at least
95%) of the stocks in the index; and

. Adjustments to the Portfolio's holdings will be made on an ongoing basis
when:

--The Portfolio invests in new securities to create new Units;

--Issues are removed from or added to the index;

--Securities are sold to meet redemptions, to pay sales charges and ex-
penses, or for tax reasons; or

--It is necessary to maintain the correlation between the Portfolio and the
index.

See "Composition of Trusts," "The Portfolio," and "Investment Supervision" in
Part B of the Prospectus for details.

The Dow Jones Internet Index

The Dow Jones Internet Index is an equity benchmark index of companies that
generate the majority of their revenues from the Internet.

The Dow Jones Internet Index is comprised of two sub-groups, Internet Commerce
and Internet Services, reflecting the basic distinction between the types of
companies that are dependent on Internet business for their livelihoods.

. Internet Commerce: This group represents companies that derive the majority
of their revenues from providing goods and/or services through an open net-
work, such as a World Wide Web site.

. Internet Services: This group represents companies that derive the majority
of their revenues from providing access to the Internet or providing en-
abling services to people using the Internet.

The index currently consists of 40 companies. However, Dow Jones expects it
will be necessary to expand the index to meet the goal of representing 80% of
the Internet equity universe. The Portfolio will be periodically adjusted to
generally reflect the current selections and weightings of the index.

See "The Dow Jones Internet Index Portfolio" in Part B of the Prospectus for
additional information regarding the index.

---
12
<PAGE>

Industry Diversification

Based upon the principal business of each issuer and current market values,
the index as of August 19, 1999 represented the following industries:

<TABLE>
<CAPTION>
Approximate
Industry Index Percentage
- -------- ----------------
<S> <C>
Applications Software 2.48%
Computer Data Security 7.34%
Consulting Services 3.13%
Data Processing/Management 2.08%
Finance-Investment Banker/Broker 7.02%
Internet Access 14.30%
Internet Content 21.44%
Internet Retail 9.39%
Internet Software 24.56%
Internet Venture Capital 6.16%
Medical Information Systems 1.53%
Telecom Services Systems 0.57%
-------
Total 100.00%
</TABLE>

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 index even though the stock's outlook or its market
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
competition and the rapid obsolescence of products and services.

. The Portfolio may contain stocks of foreign companies. The Portfolio's in-
vestment in foreign stock presents additional risk. Foreign companies may be
affected by adverse political, diplomatic and economic developments; changes
in foreign currency exchange rates; taxes; less publicly available informa-
tion; greater price volatility; less liquidity and other factors.

. The performance of the Portfolio may not sufficiently correspond with the
performance of the index. This is due to a variety of factors that include:

--the impracticability of owning each of the securities in the index with
the exact weightings at any given time;

--the possibility of tracking errors;

--the time that elapses between a change in the index and a change in the
Portfolio; and

--sales charges and expenses.

Investor Suitability

The Portfolio may be suitable for you if:

. You are seeking to own the components of the Dow Jones Internet Index in one
convenient package;

. You want capital appreciation potential; and

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

The Portfolio is not appropriate for you if:

. You are unwilling to take the risks involved with owning an unmanaged index-
based equity 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.
<TABLE>
<CAPTION>
Approximate
% of Amount
Invested
Amount per Unit (1)
--------------- -----------
<S> <C> <C>
Sales Charge
Maximum Deferred Sales Charge...................... $ 0.450 4.50%(2)
Maximum Organization Costs(3)...................... $0.0220 0.220%

Estimated Annual Operating Expenses

Trustee's Fee...................................... $0.0095 0.095%
Sponsor's Supervisory Fee.......................... $0.0035 0.035%
Bookkeeping and Administrative Fees................ $0.0025 0.025%
Evaluator's Fees................................... $0.0030 0.030%
Other Operating Expenses(4)........................ $0.0103 0.103%
------- ------
Total.............................................. $0.0288 0.288%
</TABLE>
- ---------
(1) Based on 100 Units with a $10 per Unit Public Offering Price.

---
13
<PAGE>

(2) The maximum sales charge is a fixed dollar amount of $0.45 per Unit, how-
ever, the maximum sales charge may not exceed 5.5% of the Public Offering
Price.

(3) Organization costs are deducted from Portfolio assets at the earlier of
the close of the initial offering period or 6 months after Initial Date of
Deposit.

The maximum per Unit sales charges are reduced as follows:

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

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 of
1 Year 3 Years Portfolio
------- ------- ---------
<S> <C> <C>
$500.75 $559.60 $624.13
</TABLE>

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

---
14
<PAGE>

- --------------------------------------------------------------------------------
Schedule of Investments
(at the Initial Date of Deposit, August 25, 1999)

Nuveen--Dow Jones Internet IndexSM Portfolio, August 1999

<TABLE>
<CAPTION>
Market Cost of
Number of Ticker Percentage of Value per Securities to
Shares Name of Issuer of Securities(1) Symbol Index(3) Share Portfolio(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Applications Software 2.48%
36 BroadVision, Inc. BVSN 2.48 $ 99.8750 $ 3,596
Computer Data Security 7.34
40 AXENT Technologies, Inc. AXNT 0.39 13.0000 520
51 Check Point Software Technologies Ltd. CHKP 2.58 74.5000 3,800
72 VeriSign Inc. VRSN 4.37 100.6875 7,250
Consulting Services 3.13
74 CheckFree Holdings Corp. CKFR 1.70 32.5625 2,410
106 USWeb Corporation USWB 1.43 20.5625 2,180
Data Processing/Management 2.08
136 Sterling Commerce, Inc. SE 2.08 20.8750 2,839
Financial--Investment Banker/Broker 7.02
212 Ameritrade Holding Corp. AMTD 3.65 22.1250 4,691
147 E*TRADE Group, Inc. EGRP 2.82 26.5000 3,896
37 Net.B@nk, Inc. NTBK 0.55 21.1875 784
Internet Access 14.30
196 At Home Corporation ATHM 5.31 42.0000 8,232
46 EarthLink Network, Inc. ELNK 1.61 52.0000 2,392
88 MindSpring Enterprises, Inc. MSPG 1.84 30.1250 2,651
92 PSINet Inc. PSIX 2.91 49.5000 4,554
107 Verio Inc. VRIO 2.63 40.6250 4,347
Internet Content 21.44
102 CNET, Inc. CNET 2.65 41.3125 4,214
57 DoubleClick Inc. DCLK 3.42 94.2500 5,372
37 Go2Net, Inc. GNET 1.77 68.1250 2,521
68 InfoSpace.com, Inc. INSP 2.08 45.5000 3,094
70 Inktomi Corporation INKT 5.64 110.2500 7,718
48 Network Solutions, Inc. NSOL 1.93 61.1875 2,937
41 Yahoo! Inc. YHOO 3.95 153.0625 6,276
Internet Retail 9.39
46 Amazon.com, Inc. AMZN 3.30 120.3125 5,534
51 Beyond.com Corporation BYND 0.63 14.8750 759
33 Cyberian Outpost, Inc. COOL 0.21 8.8750 293
35 eBay Inc. EBAY 2.53 118.8750 4,161
35 Egghead.com Inc. EGGS 0.19 7.5313 264
28 ONSALE, Inc. ONSL 0.29 15.0000 420
102 Ticketmaster Online-CitySearch, Inc. TMCS 2.24 28.6875 2,926
Internet Software 24.56
45 Abovenet Communications Inc. ABOV 1.05 32.0000 1,440
90 America Online, Inc. AOL 6.42 98.9375 8,904
29 CyberCash, Inc. CYCH 0.19 8.5938 249
118 Exodus Communications Inc. EXDS 5.81 86.8125 10,244
89 Infoseek Corporation SEEK 2.01 31.3750 2,792
117 Lycos, Inc. LCOS 3.26 44.1250 5,163
52 Open Market Inc. OMKT 0.46 11.7500 611
97 RealNetworks, Inc. RNWK 5.36 85.4375 8,287
Internet Venture Capital 6.16
103 CMGI, Inc. CMGI 6.16 81.9375 8,440
Medical Information Systems 1.53
60 Healtheon Corp. HLTH 1.53 35.0625 2,104
Telecom Services Systems 0.57
49 IDT Corp. IDTC 0.57 24.2500 1,188
----- ------ --------
3,042 100.00% $150,053
===== ====== ========
</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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15
<PAGE>

Securities Descriptions

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

Abovenet Communications Inc. (ABOV)

Abovenet Communications Inc. is a leading provider of Internet connectivity
services to Internet service providers. The Company also has investments in
joint ventures and foreign companies to develop Internet service exchanges in
Europe and Asia.

Amazon.com, Inc. (AMZN)

Amazon.com, Inc., an online bookstore retailer, offers more than three million
in-print and out-of-print titles, as well as compact discs, videotapes,
audiotapes and other products. The Company features search and browse capabil-
ities, 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.

Ameritrade Holding Corp. (AMTD)

Ameritrade Holding Corp. provides online securities trading (as well as trad-
ing via telephone and fax), clearing services for securities brokers, and dis-
count brokerage services. The Company also offers investment news and educa-
tional services.

At Home Corporation (ATHM)

At Home Corporation provides Internet services to consumers and businesses
over the cable television infrastructure and leased digital telecommunications
lines to consumers and businesses. The Company's service enables residential
customers to connect their personal 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.

Beyond.com Corporation (BYND)

Beyond.com Corporation is an online computer software superstore. Products are
sold to government, corporate, and retail customers.

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 are used by the financial services, retail
distribution, high technology, telecommunications, and travel industries.

CMGI, Inc. (CMGI)

CMGI, Inc., develops, integrates and provides venture capital for advanced
Internet and database management technologies. The Company also operates di-
rect marketing subsidiaries that provide fulfillment and mailing list servic-
es.

CNET, Inc. (CNET)

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

CheckFree Holdings Corp. (CKFR)

CheckFree Holdings Corp. provides electronic banking services and systems that
allow customers to make routine payments and collections and make secure pur-
chases on the Internet. The Company also provides investment services and
software for financial applications.

Check Point Software Technologies Ltd. (CHKP)

Check Point Software Technologies Ltd. offers software systems that protect
corporate networks from unauthorized access. The Company has subsidiaries in
Europe, North America, and the Pacific Rim.

CyberCash, Inc. (CYCH)

CyberCash, Inc. provides technology and services to perform payments over the
Internet. The Company offers a variety of ways to execute

---
16
<PAGE>

transactions including payment cards, checks and electronic analogues of cash.

Cyberian Outpost, Inc. (COOL)

Cyberian Outpost, Inc. is an Internet-only global retailer of computer hard-
ware, software, and accessories. The Company sells its products to the con-
sumer and small office market.

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 Web sites. Advertisements are delivered to Web users based on se-
lected criteria.

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.

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.

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.
E*TRADE can also be accessed through touch-tone telephone, interactive televi-
sion, and direct modem access.

Egghead.com Inc. (EGGS)

Egghead.com Inc. recently shed its retail operations to focus on conducting
its business online and through an 800 number. The Company operates three
Internet Web sites selling a wide variety of computer equipment and services
to consumer and business customers.

Exodus Communications Inc. (EXDS)

Exodus Communications Inc. offers systems that allow companies to outsource
the management of its Internet sites. The Company operates Internet Data Cen-
ters in six metropolitan areas, as well as a server hosting facility in En-
gland.

Go2Net, Inc. (GNET)

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

Healtheon Corp. (HLTH)

Healtheon Corp. operates Virtual Healthcare Network, an Internet-based infor-
mation system that serves the healthcare industry. Services provided include
enrollment, eligibility determination, referrals, diagnostic test, and claims
processing.

IDT Corp. (IDTC)

IDT Corp. offers international and domestic telecommunications services. A
principal product is a callback telephone system that allows users in over 170
foreign countries a cheaper way to call the U.S. The Company also markets pre-
paid calling cards and Internet access services.

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.

InfoSpace.com, Inc. (INSP)

InfoSpace.com, Inc. supplies Web sites with content such as national Yellow
and White Pages directories, city guides, maps, classified advertisements,
sports and weather forecasts. The Company also provides information to suppli-
ers of cellular phones and digital pagers.

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 to deliver speed and
performance to large scale networks while utilizing smaller workstations.

Lycos, Inc. (LCOS)

Lycos, Inc. develops and provides guides to online content, third party con-
tent, Web search and

---
17
<PAGE>

directory services, and community and personalization services. The Company
also provides Internet users the ability to create personal homepages and join
interest-based communities on the Internet.

MindSpring Enterprises, Inc. (MSPG)

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

Net.B@nk, Inc. (NTBK)

Net.B@nk, Inc. operates an Internet bank. The Company offers checking, money
market, online brokerage, mortgage lending, leasing, and credit card services.
Information can be accessed anytime by means of a Web browser, ATM, telephone,
fax, or United States mail.

Network Solutions, Inc. (NSOL)

Network Solutions, Inc. provides Internet domain name registration services
worldwide. The Company also offers network engineering and security services,
as well as online marketing.

ONSALE, Inc. (ONSL)

ONSALE, Inc. is an electronic retailer pioneering the interactive 24-hour on-
line auction, designed to serve as an efficient and entertaining marketing
channel. The Company specializes in selling refurbished and close-out comput-
ers, peripherals, and consumer electronics.

Open Market Inc. (OMKT)

Open Market Inc. is a global provider of Internet commerce software to busi-
nesses. Customers include many of the top Internet service providers and tele-
phone companies. The Company has a presence in over 24 countries.

PSINet Inc. (PSIX)

PSINet Inc. is a global data communications carrier. The Company provides ac-
cess services, Web-site design and hosting, electronic commerce and security
programs to businesses. Operations are conducted in over 17 countries.

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. Custom-
ers that have purchased the Company's broadcasting tools and services include
ABC, NBC, and Dow Jones.

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.

Ticketmaster Online-CitySearch, Inc. (TMCS)

Ticketmaster Online-CitySearch, Inc. is a provider of local city guides, local
advertising, and live event ticketing on the Internet. The Company offers on-
line ticketing, merchandise, electronic coupons, and other transactions to a
range of customers.

USWeb Corporation (USWB)

USWeb Corporation provides business strategy marketing, and Internet technol-
ogy solutions to companies such as Apple, Blue Cross, and Charles Schwab. The
Company, which acquired CKS in 1998, offers one-stop shopping for Web-based
communication and advertising solutions.

Verio Inc. (VRIO)

Verio Inc. owns several regional and local Internet service providers across
the U.S. The Company targets small to medium-sized business customers both in
the United States and Europe.

VeriSign Inc. (VRSN)

VeriSign Inc. sells digital IDs which help companies offer protection for such
activities as e-mail, home banking, and credit card purchases. Products are
marketed to large firms and government agencies, as well as major credit card
companies. The Company's products are marketed worldwide.

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 re-
sources and communications services for a broad range of audiences.

Nuveen has obtained these company descriptions from sources it deems reliable.
However, Nuveen has not independently verified the accuracy or completeness of
the information provided.

---
18
<PAGE>

How to Buy and Sell Units

Investing in the Portfolio

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 August 25, 1999, the Initial Date of Deposit, the per Unit Public Offer-
ing Price for each Portfolio is $10.00. As described above, Units are subject
to deferred sales charges and in some cases, an up-front sales charge. The
Public Offering Price includes the up-front sales charge, if applicable, and
estimated organization cost of $0.022 per Unit. The Public Offering Price
changes every day with changes in the price of the securities. As of the close
of business on August 25, 1999, the number of Units of each Portfolio may be
adjusted so that the per Unit Public Offering Price will equal $10.00.

Wrap Account Purchases and certain other investors descsribed in Part B of the
Prospectus, may buy Units with a reduced sales charge of $0.100 per Unit.

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 or foreign securities exchange or The Nasdaq Stock Market, Inc. every
business day.

The Sponsor intends to periodically create additional Units of the Portfolios.
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 of the Prospectus
for additional information.

Sales or Redemptions

Units may be redeemed by the Trustee, The Chase Manhattan Bank, on any busi-
ness day at their current market value.

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, a Portfolio
itself or stocks in general may fall in value. Market value may be affected
by a variety of factors including:

--General stock market movements;

--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.

. Correlation risk

The performance of a Portfolio may not sufficiently correspond to the per-
formance of the

---
19
<PAGE>

index due to a variety of factors that include:

--The impracticability of owning each of the securities in the index with
the exact weighting at a given time;

--The possibility of tracking errors;

--The time that elapses between a change in the index and a change in a
Portfolio; and

--Sales charges and expenses.

.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 the Portfolio
less diversified and subject to more market risk. The Dow Jones Internet In-
dex Portfolio is concentrated in the securities of Internet companies.

Here is what you should know about the Dow Jones Internet Index Portfolio's
concentration in stocks of the Internet industry:

--Companies involved in the Internet industry must contend with:

rapid changes in technology;

worldwide competition;

rapid obsolescence of products and services;

cyclical market patterns;

evolving industry standards; and

frequent new product introductions.

--There is considerable risk in owning small capitalization companies that
have recently begun operations.

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

--Many Internet companies have experienced extreme price and volume fluctua-
tions that often have been unrelated to their operating performance.

--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.

.Foreign risks

Certain of the securities included in the Portfolios may be stocks and/or
American Depositary Receipts ("ADRs") of foreign companies. ADRs are denomi-
nated in U.S. dollars and are typically issued by a U.S. bank or trust com-
pany. An ADR evidences ownership of an underlying foreign security. Foreign
securities present risks beyond securities of U.S. issuers. Such risks in-
clude:

--adverse political, diplomatic and economic developments;

--Political or economic instability;

--higher brokerage costs;

--currency risk;

--less liquidity;

--more volatile prices;

--reduced government regulation;

--different accounting standards; and

--less publicly available information.

The purchase and sale of foreign securities not listed on a U.S. securities
exchange will occur only in foreign securities markets. Some of the factors
described above may make it impossible to buy or sell such securities in a
timely manner. Custody of certain of the securities held in the Portfolio is
maintained by Cedel Bank S.A., a global custody and clearing institution
which has entered into a sub-custodian relationship with the Trustee.

The U.S. and foreign equity markets often rise and fall at different times
or by different amounts due to economic or other developments particular to
a given country. This phenomenon would tend to lower the overall price vola-
tility of a portfolio that included both U.S. and foreign stocks. Sometimes,
however, global trends will cause the U.S. and foreign markets to move in
the same direction, reducing or eliminating the risk reduction benefit of
international investing.

.Currency risks

Because securities of foreign issuers generally pay dividends and trade in
foreign currencies, the U.S. dollar value of these securities (and therefore
your Units) will vary with fluctua-

---
20
<PAGE>

tions in foreign exchange rates. Most foreign currencies have fluctuated
widely in value against the U.S. dollar for various economic and political
reasons.

To determine the value of foreign securities, or their dividends, the
Trustee will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, these
markets can be quite volatile, depending on the activity of the large inter-
national commercial banks, various central banks, large multi-national cor-
porations, speculators and other buyers and sellers of foreign currencies.
Since actual foreign currency transactions may not be instantly reported,
the exchange rates estimated by the Trustee may not reflect the amount the
Portfolio would receive, in U.S. dollars, had the Trustee sold any particu-
lar currency in the market. When instructed by the Sponsor, the Evaluator,
The Chase Manhattan Bank, may utilize its own, or an affiliates, exchange
rate quotations.

Distributions

Income Distributions

Cash dividends received by a 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
annually each December 31 ("Capital Distribution Date") to Unitholders of rec-
ord each December 15 ("Capital Record Date"). In certain circumstances, addi-
tional distributions may be made.

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

General Information

Termination

Commencing on August 25, 2004, the Mandatory Termination Date, the securities
in each Portfolio will begin to be sold as prescribed by the Sponsor. The
Trustee will provide written notice of the termination to Unitholders which
will specify when certificates may be surrendered.

Unitholders will receive a cash distribution within a reasonable time after
each Portfolio's termination. See "Distributions 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 the Portfolios. We invite you to discuss the contents with your fi-
nancial adviser, or you may call us at 800-257-8787 for additional informa-
tion.

Dealer Concessions

The Sponsor plans to allow a concession of $0.35 for non-breakpoint purchases
of Units to dealer firms in connection with the sale of Units in a given
transaction. But, in no event will the concession exceed 4.279% of the Public
Offering Price.

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 to Wrap Ac-
counts and other investors entitled to the sales charge reduction applicable
for Wrap Accounts, as follows:

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

<TABLE>
<CAPTION>
$ Concession
Number of Units* per Unit
- ---------------- ------------
<S> <C>
Less than 5,000.................................................... $0.350
5,000 to 9,999..................................................... $0.325
10,000 to 24,999................................................... $0.300
25,000 to 49,999................................................... $0.250
50,000 to 99,999................................................... $0.150
100,000 or more.................................................... $0.075
Wrap Accounts...................................................... 0.000
</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 the purchaser and may result in a reduction in the
discount per Unit.

---
21
<PAGE>

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, subject to any remaining deferred
sales charges, into additional Units of the Portfolio. See "Distributions to
Unitholders" and "Accumulation Plan" in Part B of the Prospectus for details.

Nuveen Mutual Funds

Unit 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.

---
22
<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 August 24, 1999.

(2) The cost of the securities to the 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>
Value of Cost to Gain
Securities Sponsor (loss)
---------- -------- ------
<S> <C> <C> <C>
Dow Jones Global Titans Index Portfolio $141,842 $140,881 $961
Dow Jones Internet Index Portfolio 150,053 150,055 (2)
</TABLE>

(3) The percentages listed represent each security's proportionate relation-
ship of all index stocks based on market value as of August 19, 1999. Be-
cause the stocks included in the index and the value of such stocks may
change from time to time, and because the Portfolio may not be able to du-
plicate the index exactly, the percentages set forth do not represent the
actual weighting of each security listed in the Schedule of Investments on
the Initial Date of Deposit or on any subsequent date.

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

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

---
23
<PAGE>

Statement of Condition
(at the Initial Date of Deposit, August 25, 1999)

<TABLE>
<CAPTION>
Dow
Global Dow
Titans Internet
Index Index
Portfolio Portfolio
--------- ---------
<S> <C> <C>
Trust Property
Investment in securities represented by purchase con-
tracts(1)(2)............................................. $141,842 $150,053
======== ========
Liabilities and Interest of Unitholders
Liabilities:
Deferred sales charge(3)................................ $ 6,383 $ 6,752
Reimbursement of Sponsor for organization costs(4)...... $ 312 $ 330
-------- --------
Total................................................ $ 6,695 $ 7,082
======== ========
Interest of Unitholders:
Units of fractional undivided interest outstanding...... 14,184 15,005
Cost to investors(5).................................... $141,842 $150,053
Less: Gross underwriting commission(6)................. $ 6,383 $ 6,752
Less: Organization costs(4)............................ $ 312 $ 330
-------- --------
Net amount applicable to investors...................... $135,147 $142,971
-------- --------
Total................................................ $141,842 $150,053
======== ========
</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 a Portfolio ($0.45
per Unit), payable to the Sponsor in five equal monthly installments of
$0.09 per Unit beginning on April 28, 2000, and on the last business day
of each month thereafter through August 31, 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
the Portfolio. These costs have been estimated at $0.022 per Unit for the
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 the 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 $0.450 per Unit has been calculated
on the assumption 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.)

---
24
<PAGE>

Report of Independent Public Accountants

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of
Nuveen Unit Trusts, Series 61:

We have audited the accompanying statement of condition and the schedules of
investments at date of deposit (included in Part A of this Prospectus) of
Nuveen Unit Trusts, Series 61 as of August 25, 1999. These financial state-
ments 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 statement 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 61, as of August 25,
1999, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois
August 25, 1999.

---
25
<PAGE>

Defined NUVEEN UNIT TRUSTS, SERIES 61
Portfolios PROSPECTUS -- PART A

August 25, 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 the Portfolio
filed with the Securities and Exchange Commission in Washington, DC under the:

Securities Act of 1933 (file no. 333-84143)

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 the
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 the Portfolio are no longer available or for investors who will
reinvest into subsequent series of the 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>

Defined Portfolios

Nuveen Index Portfolio Prospectus
Prospectus Part B dated August 25, 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, 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 an initial 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
annually and 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, if applicable,
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. 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.................................................. 1
COMPOSITION OF TRUSTS...................................................... 4
THE PORTFOLIOS............................................................. 5
DOW JONES LICENSING AGREEMENT.............................................. 6
DOW JONES GLOBAL TITANS INDEX PORTFOLIO.................................... 7
DOW JONES INTERNET INDEX PORTFOLIO......................................... 8
PUBLIC OFFERING PRICE...................................................... 9
MARKET FOR UNITS........................................................... 11
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT.................... 12
TAX STATUS................................................................. 12
RETIREMENT PLANS........................................................... 14
TRUST OPERATING EXPENSES................................................... 15
INVESTMENT SUPERVISION..................................................... 15
DISTRIBUTIONS TO UNITHOLDERS............................................... 16
ACCUMULATION PLAN.......................................................... 17
REPORTS TO UNITHOLDERS..................................................... 17
UNIT VALUE AND EVALUATION.................................................. 18
DISTRIBUTIONS OF UNITS TO THE PUBLIC....................................... 18
OWNERSHIP AND TRANSFER OF UNITS............................................ 20
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES...................... 20
REDEMPTION................................................................. 20
PURCHASE OF UNITS BY THE SPONSOR........................................... 22
INFORMATION ABOUT THE TRUSTEE.............................................. 22
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE.......................... 22
SUCCESSOR TRUSTEES AND SPONSORS............................................ 22
INFORMATION ABOUT THE SPONSOR.............................................. 23
INFORMATION ABOUT THE EVALUATOR............................................ 23
OTHER INFORMATION.......................................................... 24
LEGAL OPINION.............................................................. 25
AUDITORS................................................................... 25
SUPPLEMENTAL INFORMATION................................................... 25
</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 underlying unit investment trust(s) 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 Trustee.

The Sponsor has deposited with the Trustee delivery statements relating to
contracts for the purchase of the securities 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 an initial list of the Securities deposited in the
applicable Trust. See also, "Primary Risks" 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. 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 Trusts employ an indexing strategy and attempt to track the performance
of a specific market index. There can be no assurance that a Trust will be
able to track the performance of an index because it may be impracticable for
the Trust to duplicate or maintain precisely the relative weightings of the
common stocks which comprise the related stock index or to purchase all of
such stocks. Additionally, an investment in Units of the Trusts includes
payment of sales charges, fees and expenses which are not considered in the
total return of the related stock index.

Additional Units of each Trust may be issued at any time by depositing in
such Trust additional Securities, contracts to purchase additional Securities
together with cash or irrevocable letters of credit, or cash (or a letter of
credit) to be applied to purchase additional Securities. As additional Units
are issued by a Trust as a result of the deposit of additional Securities, the
aggregate value of the Securities in such Trust will be increased and the
fractional undivided interest in such Trust represented by each Unit will be
decreased. If the Sponsor deposits cash (or a letter of credit), existing and
new investors may experience a dilution of their investments 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 each Trust will pay the associated brokerage fees. To
minimize this effect, each Trust will attempt to purchase the Securities as
close to the evaluation time or as close to the evaluation prices as possible.
See "COMPOSITION OF TRUSTS" below.

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.

3
<PAGE>

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 the Trusts, the Sponsor may use its own resources
to pay outside research service providers.

On the Initial Date of Deposit, the Sponsor delivered to the Trustee
Securities or contracts for the purchase thereof for deposit in the Trusts.
This initial deposit into each Trust consisted of shares of each of the stocks
which comprise the related stock index. During an initial adjustment period,
the Sponsor will continue to deposit Securities in a Trust (contracts for the
purchase thereof), or cash (or a letter of credit) with instructions to
purchase such Securities, until at the end of such period when the Trust
contains substantially all of the stocks in the related stock index, in
substantially the same weightings as in such index (the "Initial Adjustment
Period"). The Sponsor estimates that the Initial Adjustment Period will last
no longer than 30 days following the Initial Date of Deposit and could last as
little as one day. During the Initial Adjustment Period, the Sponsor intends
to create and maintain a Trust portfolio that generally corresponds to the
index. In connection with any deposit of Securities, purchase and sale
transactions will generally be effected in accordance with a computer
optimization program. (See "THE PORTFOLIOS").

Precise duplication of the relationship among the Securities in the related
stock index may not be achieved because it may be economically impracticable
or impossible to acquire very small numbers of shares of certain stocks and
because of other procedural policies of the Trusts, but correlation between
the related stock index and each Trust portfolio is expected to be between .97
and .99 over the life of the Trusts. Correlation is a measure of the extent to
which the price of a Trust fluctuates with the price of the index. If a
portfolio held all the securities in the index with exactly the same
weightings as the index at all times, the correlation would be 1.00. Since a
Trust's holdings and weightings will differ for a variety of reasons, the
correlation will be less than 1.00. Although correlation is indirectly related
to performance, it is not a measure of the extent to which the performance of
a Trust will match the performance of the index.

By investing in those Securities determined by the optimization model in
substantially the same proportions which comprise the related stock index,
each Trust seeks to produce investment results that generally correspond to
the price and yield performance of the equity securities represented by such
index over the terms of such Trust. Due to various factors that include, among
others: (1) price movements of the various Securities will not duplicate one
another, (2) the Sponsor's current intention to purchase shares of the
Securities in round lot quantities only, (3) reinvestment of excess proceeds
not needed to meet redemptions of Units may not be sufficient to acquire equal
round lots of all of the Securities in a Trust and (4) reinvestment of
proceeds received from Securities which are no longer components of the
related stock index might not result in the purchase of an equal number of
shares in any replacement Security, there can be no assurance that this goal
will be satisfied. An investment in Units of a Trust should be made with an
understanding that each Trust includes payments of sales charges, fees and
expenses which may not be considered in public statements of the total return
of the related stock index.

Each Trust consists of (a) the Securities listed under the related portfolio
that may continue to be held from time to time in such Trust (b) any
additional equity securities acquired and held by such Trust pursuant to the
provisions of the Indenture and (c) any cash held in the Income and Capital
Accounts of such Trust. Neither the Sponsor nor the Trustee shall be liable in
any way for any failure in any of the Securities. However, should any contract
for the purchase of any of the Securities initially deposited hereunder fail,
the Sponsor will, unless substantially all of the moneys held in a Trust to
cover such purchase are reinvested in substitute Securities in accordance with
the Indenture, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.

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

4
<PAGE>

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.

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.

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

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

The Portfolios

Each Trust portfolio will consist of as many of the components of the
related stock index as is feasible in order to seek to achieve the respective
Trust's goal of attempting to provide investment results that duplicate
substantially the total return of the index. Following the Initial Adjustment
Period, each Trust is expected to be invested in no less than 95% of the
stocks comprising the related index. Although it may be impracticable for a
Trust to own certain of such stocks at any time, the Sponsor expects to
maintain a correlation between each Trust portfolio and that of the related
index of between .97 and .99. Adjustments to a Trust portfolio will generally
be made on an ongoing basis in accordance with a computer optimization program
which uses a number of factors, including cash flows, risk,

5
<PAGE>

historical correlation between the underlying stocks in the applicable index
and the index itself and transaction costs in an attempt to produce the
optimal correlation with the applicable index. The Trust may invest in new
Securities in several circumstances, that include, in connection with the
creation of additional Units, as companies are dropped from or added to such
index, and as Securities are sold to meet redemptions or to pay for sales
charges and expenses. These adjustments will be made as practicable generally
in accordance with computer program output showing which of the Securities are
under- or over-represented in a Trust portfolio. Adjustments may also be made
from time to time to maintain the appropriate correlation between a Trust and
the related index. The proceeds from any sale may be distributed or invested
in those Securities which the computer program indicates are under-represented
based upon the computer optimization program. See "INVESTMENT SUPERVISION."

Due to changes in the composition of the applicable index, adjustments to a
Trust portfolio may be made from time to time. It is anticipated that most of
such changes in the applicable indices will occur as a result of merger or ac-
quisition activity. In such cases, a Trust, as a shareholder of an issuer
which is the object of such merger or acquisition activity, will presumably
receive various offers from potential acquirers of the issuer. The Trustee is
not permitted to accept any such offers until such time as the issuer has been
removed from the related index. Since, in most cases, an issuer is removed
from an index only after the consummation of a merger or acquisition, it is
anticipated that the Trusts will generally acquire, in exchange for the stock
of the deleted issuer, the consideration that is being offered to shareholders
of that issuer who have not tendered their shares prior to that time. Any cash
received as consideration in such transactions will generally be reinvested in
the Securities as determined by the computer program output. Any Securities
received as consideration which are not included in the related index will
generally be sold as soon as practicable and will also generally be reinvested
in accordance with the computer optimization program.

The Sponsor does not anticipate purchasing or selling stock in quantities
which are not economically practicable. In addition, certain Securities may
not be available in the quantities specified by the computer program. For
these reasons, among others, precise duplication of the proportionate rela-
tionships in the related index may not be possible. See "INVESTMENT SUPERVI-
SION."

Dow Jones Licensing Agreement

The Sponsor has entered into a license agreement with Dow Jones & Company,
Inc. ("Dow Jones") (the "License Agreement"), under which the Dow Jones Global
Titans Index Portfolio and the Dow Jones Internet Index Portfolio (through the
Sponsor) are granted a license to use the trademarks, service marks and trade
names Dow Jones Industrial AverageSM, DJIASM, Dow Jones Global Titans IndexSM,
DJInetSM, and Dow Jones Internet IndexSM solely in materials relating to the
creation and issuance, marketing and promotion of the Trusts and in accordance
with any applicable federal and state securities law to indicate the source of
the indices as a basis for determining the composition of a Trust's portfolio.
As consideration for the grant of the license, each Trust will pay to Dow
Jones an annual fee. If an index ceases to be compiled or made available or
the anticipated correlation between the Trust and such index is not
maintained, the Sponsor may direct that the applicable Trust continue to be
operated using the index as it existed on the last date on which it was
available or may direct that the Indenture be terminated.

Neither the Trusts nor the Unitholders are entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the indices, except as specifically described herein or
as may be specified in the Indenture or the License Agreement.

The Trusts are not sponsored, endorsed, sold or promoted by 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 in-
vesting in securities generally or in the Trusts particularly. Dow Jones' only
relationship to the Licensee is the licensing of certain trademarks, trade
names and service marks of Dow Jones, and of the Dow Jones Global Titans
IndexSM and the Dow Jones Internet IndexSM which are determined, composed and
calculated by Dow Jones without regard to the Licensee or the Trusts. Dow
Jones has no obligation to take the needs of the Licensee or the owners of the
Trusts into consideration in determining, composing or calculating the Dow
Jones Global Titans IndexSM or the Dow Jones

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<PAGE>

Internet IndexSM. 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 GLOBAL TITANS INDEXSM OR THE DOW JONES INTERNET INDEXSM 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 LICENSEE, OWNERS OF THE TRUSTS,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES GLOBAL TITANS
INDEXSM OR THE DOW JONES INTERNET INDEXSM 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 GLOBAL TITANS INDEXSM OR THE DOW JONES INTERNET
INDEXSM 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.

Dow Jones Global Titans Index Portfolio

Among today's many different investment philosophies and trading strategies,
two are becoming increasingly popular. The first is the move toward large, es-
pecially blue-chip, stocks: one example of this phenomenon was investors' so-
called "Flight to Quality" in 1998 amid global financial turbulence. Market
leaders are favored by investors for their stability: corporate giants with
financial strength and market dominance usually exhibit lower volatility.
Moreover, large-cap stocks have significantly outperformed the broad market
over the past decade.

The second growing trend is the move toward global markets. More investors
are seeking to capitalize on the benefits of investing globally, in part be-
cause after a nine-year continuous expansion of the U.S. economy, many ana-
lysts now predict that the greatest opportunities lie abroad.

With these trends in mind, Dow Jones Indexes sought to create an index whose
constituents meet the following criteria: stable earnings potential, broad
global exposure, and relatively low risk and price volatility, particularly in
times of market corrections and downturns. The DJGT was developed in response
to these needs. The 50 constituents of this new index are some of the world's
most well known and well established blue-chip companies, and provide consid-
erable exposure to global markets.

The major characteristics and key benefits of the Dow Jones Global Titans
Index can be summarized into the following nine points:

1. Market leadership

2. Multinational exposure

3. Global diversification

4. High liquidity

5. Low turnover

6. Sufficient Market coverage

7. Competitive performance

8. Independent characteristics

9. Systematic procedures

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Dow Jones Global Titans Index Selection Process:

1. The Dow Jones Global Index (DJGI) serves as the Universe, or Initial Pool,
for the Dow Jones Global Titans Index. Using the DJGI as the Initial Pool
assures sufficient distribution of stocks across countries, regions, eco-
nomic sectors and industry groups.

2. All companies in the Initial Pool are sorted in descending order by
weighted average market value. The weighted average market value is calcu-
lated with respect to data for the past four quarters, giving the greatest
weight to the most recent quarter: a weight of 4 is assigned to the most
recent quarter, 3 to the previous quarter, etc.

3. From the weighted average market value ranking, the top 100 companies are
selected to comprise the Final Pool.

4. Eliminated from the Final Pool are any companies that clearly are not
"Global"--those that do not generate any revenue from foreign markets.

5. Companies remaining in the Final Pool are ranked separately by each of five
fundamental measures: assets, book value, sales/revenue, net profit and
foreign sales.

6. A final ranking of the companies in the Final Pool is generated by equally
weighting each of the five fundamental measure rankings and the weighted
average market cap ranking. To break any ties in the final ranking, the
weighted average market value ranking is used.

7. From the final ranking, the top 50 stocks are selected as Index Components.
A capitalization-weighted approach is used to calculate the index value.

Dow Jones Internet Index Portfolio

Dow Jones Indexes has created the Dow Jones Internet Index (DJII) to bring
an ordered perspective to the seeming chaos of Internet stocks. Rather than
assembling a grab-bag of stocks that have some connection with the Internet,
no matter how little or how vague, Dow Jones has built an equity benchmark in-
dex of companies that generate the majority of their revenues from the
Internet. The rules for selecting stocks and maintaining the index over time
assure that the Dow Jones Internet Index will remain focused on the companies
whose fortunes are truly intertwined with this fast-growing lane on the Infor-
mation Highway.

The Dow Jones Internet Index is comprised of two sub-groups, Internet Com-
merce and Internet Services, reflecting the basic distinction between the
types of companies that are dependent on Internet business for their liveli-
hoods.

. Internet Commerce: This group represents companies that derive the
majority of their revenues from providing goods and/or services through
an open network, such as a World Wide Web site.

. Internet Services: This group represents companies that derive the
majority of their revenues from providing access to the Internet or
providing enabling services to people using the Internet.

Initially, the Dow Jones Internet Commerce Index consists of 15 components
and the Dow Jones Internet Services Index has 25 components, totaling 40 is-
sues for the Dow Jones Internet Index. However, the roster of Internet Com-
merce and Internet services companies is growing monthly. In time, it will be
necessary to expand the indexes to meet the goal of representing 80% of the
Internet equity universe. The indexes will be expanded in increments of five
stocks to meet coverage guidelines.

Index Methodology

The Dow Jones Internet Index is designed and maintained according to a set
of rules that were devised with the goal of providing clear, accurate views of
this emerging market segment. Here are the key rules that make the Dow Jones
Internet Index a standard for the investment community:

. For its stock to be eligible for the "universe," a company must generate
at least 50% of annual sales/revenues from the Internet.

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<PAGE>

. To be eligible for the DJII, a stock issued through an initial public
offering must have a minimum of three months trading history. Spin-offs
require this history only if the parent stock has been trading for less
than three months.

. An index-eligible stock also must have:

. Three-month average market capitalization of at least $100 million,

. Three-month average closing price above $10 (for new components), and

. Sufficient trading activity to pass liquidity tests.

. Index components are selected in descending order of an equal combination
of market capitalization and trading volume (three-month averages for
both factors).

. The indexes are weighted by market capitalization, except that a ceiling
is imposed on very large stocks. Their market values are limited to no
more than 10% of the Dow Jones Internet Commerce and Internet Services
Indexes.

. The indexes will be reviewed quarterly. Changes will take effect on the
3rd Friday of March, June, September and December.

. New components are not eligible to be displaced from the index for a
period of six months following their addition, except in cases of the
companies being acquired.

. Non-components must rank in the top 2/3rds of components at the time of
the quarterly review to replace an existing component.

. The Dow Jones Internet Index is based at 100 as of June 30, 1998. Index
history dates back to June 30, 1997.

Public Offering Price

The Public Offering Price of the Units 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 ask prices of over-the-counter traded
Securities), plus or minus cash, if any, in the Income and Capital Accounts of
the Trust. If Units are purchased after the first deferred sales charge
payment specified in "Risk/Return Summary--Fees and Expenses" in Part A of the
Prospectus, the Public Offering Price includes an upfront 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
significantly 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

9
<PAGE>

per Unit to Unitholders for the reimbursement to the Sponsor. 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. 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 as expressed in the letter of intent. For purposes of
letter of intent calculations, units of equity products are valued at $10 per
unit. Due to administrative limitations and in order to permit adequate
tracking, the only secondary market purchases that will be permitted to be
applied toward the intended specified amount and that will receive the
corresponding reduced sales charge are those Units that are acquired through
or from the Sponsor. By establishing a letter of intent, a Unitholder agrees
that the first purchase of Units following the execution of such letter of
intent will be at least 5% of the total amount of the intended aggregate
purchases expressed in such Unitholder's letter of intent. Further, through
the establishment of the letter of intent, such Unitholder agrees that Units
representing 5% of the total amount of the intended purchases will be held in
escrow by the Trustee pending completion of these purchases. All distributions
on Units held in escrow will be credited to such Unitholder's account. If
total purchases prior to the expiration of the letter of intent period equal
or exceed the amount specified in a Unitholder's letter of intent, the Units
held in escrow will be transferred to such Unitholder's account. A Unitholder
who purchases Units during the letter of intent period in excess of the number
of Units specified in a Unitholder's letter of intent, the amount of which
would cause the Unitholder to be eligible to receive an additional sales
charge reduction, will be allowed such additional sales charge reduction on
the purchase of Units which caused the Unitholder to reach such new breakpoint
level and on all additional purchases of Units during the letter of intent
period. If the total purchases are less than the amount specified, the
Unitholder involved must pay the Sponsor an amount equal to the difference
between the amounts paid for these purchases and the 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.

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

10
<PAGE>

with such appraisal ("Evaluation Time"). Such Public Offering Price will be
effective for all orders received by a dealer or the Sponsor at or prior to
4:00 p.m. eastern time on each such day or as of any earlier closing time on a
day on which the Exchange is scheduled in advance to close at such earlier
time. Orders received after that time, or on a day when the Exchange is closed
for a scheduled holiday or weekend, will be held until the next determination
of price.

The graduated sales charges set forth in the table provided in Part A of
this Prospectus will apply on all applicable purchases of Nuveen investment
company securities on any one day by the same purchaser in the amounts stated,
and for this purpose purchases of 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.

Units may be purchased with the applicable 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 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, 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 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"). 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.

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

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<PAGE>

estimated organization costs per Unit. After such period, the Sponsor's
Repurchase Price will not include 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.

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

Each Trust has elected and intends to qualify on a continuing basis for
special federal income tax treatment as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). If a Trust so
qualifies and timely distributes to Unitholders 90% or more of its taxable
income (without regard to its net capital gain, i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on the portion of its taxable income (including
any net capital gain) that it distributes to Unitholders. In addition, to the
extent a Trust timely distributes to Unitholders at least 98% of its taxable
income (including any net capital gain), it will not be subject to the 4%
excise tax on certain undistributed income of "regulated investment
companies." Because the Trusts intend to timely distribute their taxable
income (including any net capital gain), it is anticipated that the Trusts
will not be subject to Federal income tax or the excise tax.

Distributions to Unitholders of a Trust's income, other than distributions
which are designated as capital gain dividends, will be taxable as ordinary
income to Unitholders, except that to the extent that distributions to a
Unitholder in any year exceed the Trust's current and accumulated earnings and
profits, they will be treated as a return of capital and will reduce the
Unitholder's basis in his Units and, to the extent that they exceed his basis,
will be treated as a gain from the sale of his Units as discussed below. Al-
though distributions generally will be treated as distributed when paid, dis-
tributions declared in October, November or December, payable to Unitholders
of record on a specified date in one of those months and paid during January
of the following year will be treated as having been distributed by a Trust
(and received by the Unitholders) on December 31 of the year such distribu-
tions are declared.

Distributions of a Trust's net capital gain which are properly designated as
capital gain dividends by the Trust will be taxable to Unitholders as long-
term capital gain, regardless of the length of time the Units have been held
by a Unitholder. A Unitholder may recognize a taxable gain or loss if the
Unitholder sells or redeems his Units. Any gain or loss arising from (or
treated as arising from) the sale or redemption of Units will generally be a
capital gain or loss, except in the case of a dealer or a financial institu-
tion. The Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Tax Act") provides that for taxpayers other than corporations, net capi-
tal 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

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<PAGE>

exclusions) is generally 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 pur-
poses for 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. Note that if a Unitholder holds Units for six months or less and subse-
quently sells such Units at a loss, the loss will be treated as a long-term
capital loss to the extent that any long-term capital gain distribution is made
with respect to such Units during the six-month period or less that the
Unitholder owns the Units.

The Taxpayer Relief Act of 1997 includes provisions that treat certain trans-
actions 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 recog-
nition of gain (but not loss) and for purposes of determining the holding peri-
od. Unitholders should consult their own tax advisers with regard to any such
constructive sales rules.

In addition, it should be noted that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are consid-
ered "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 invest-
ment in Units.

Generally, the tax basis of a Unitholder includes sales charges, and such
charges are not deductible. A portion of the sales charge for the Trust is de-
ferred. It is possible that for federal income tax purposes a portion of the
deferred sales charge may be treated as interest which would be deductible by a
Unitholder subject to limitations on the deduction of investment interest. In
such case, the non-interest portion of the deferred sales charge would be added
to the Unitholder's tax basis in his Units. 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.

Distributions which are taxable as ordinary income to Unitholders will con-
stitute dividends for federal income tax purposes. When Units are held by cor-
porate Unitholders, Trust distributions may qualify for the 70% dividends-re-
ceived deduction, subject to the limitations otherwise applicable to the avail-
ability of the deduction, to the extent the distribution is attributable to
dividends received by a Trust from United States corporations (other than real
estate investment trusts) and is designated by a Trust as being eligible for
such deduction. 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 divi-
dends, since the dividends-received deduction is generally available only with
respect to dividends paid by domestic corporations. Each Trust will provide
each Unitholder with information annually concerning what part of the Trust's
distributions are eligible for the dividends received deduction.

The Trust may elect to pass through to the Unitholders the foreign income and
similar taxes paid by the Trust in order to enable such Unitholders to take a
credit (or deduction) for foreign income taxes paid by the Trust. If such an
election is made, Unitholders of the Trust, because they are deemed to own a
pro rata portion of the foreign securities held by the Trust, must include in
their gross income, for federal income tax purposes, both their portion of div-
idends received by the Trust and also their portion of the amount which the
Trust deems to be the Unitholders' portion of foreign income taxes paid with
respect to, or withheld from, dividends, interest or other income of the Trust
from its foreign investments. Unitholders may then subtract from their federal
income tax the amount of such taxes withheld, or else treat such foreign taxes
as deductions from gross income; however, as in the case of investors receiving
income directly from foreign sources, the above described tax credit or deduc-
tion is subject to certain limitations. The 1997 Act imposes a required holding
period for such credits. Unitholders should consult their tax advisers regard-
ing this election and its consequences to them.

Under the Code, certain miscellaneous itemized deductions, such as investment
expenses, tax return preparation fees and employee business expenses, will be
deductible by individuals only to the extent they exceed 2% of adjusted gross
income. Miscellaneous itemized deductions subject to this limitation

13
<PAGE>

under present law do not include expenses incurred by the Trust so long as the
Units of a Trust are held by or for 500 or more persons at all times during the
taxable year or another exception is met. In the event the Units of a Trust are
held by fewer than 500 persons, additional taxable income may be realized by
the individual (and other noncorporate) Unitholders in excess of the distribu-
tions received from the Trust.

Distributions reinvested into additional Units of a Trust will be taxed to a
Unitholder in the manner described above (i.e., as ordinary income, long-term
capital gain or as a return of capital).

Under certain circumstances a Unitholder may be able to request an in kind
distribution upon termination of the Trust. See "Redemption." Unitholders
electing an in kind distribution of shares of Securities should be aware that
the exchange is subject to taxation and Unitholders will recognize gain or loss
(subject to various nonrecognition provisions under the Code) based on the
value of the Securities received. Investors electing an in kind distribution
should consult their own tax advisers with regard to such transaction.

The federal tax status of each year's distributions will be reported to
Unitholders and to the Internal Revenue Service. Each Unitholder will be re-
quested 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 re-
quested, distributions by the Trust to such Unitholder (including amounts re-
ceived upon the redemption of Units) will be subject to back-up withholding.

The foregoing discussion relates only to the federal income tax status of the
Trusts and to the tax treatment of distributions by a Trust to United States
Unitholders.

A Unitholder who is a foreign investor (i.e., an investor other than a United
States citizen or resident or a United States corporation, partnership, estate
or trust) should be aware that, generally, subject to applicable tax treaties,
distributions from a Trust which constitute dividends for Federal income tax
purposes (other than dividends which a Trust designates as capital gain divi-
dends) will be subject to United States income taxes, including withholding
taxes. However, distributions received by a foreign investor from a Trust that
are designated by the Trust as capital gain dividends should not be subject to
United States Federal income taxes, including withholding taxes, if all of the
following conditions are met: (i) the capital gain dividend is not effectively
connected with the conduct by the foreign investor of a trade or business
within the United States, (ii) the foreign investor (if an individual) is not
present in the United States for 183 days or more during his or her taxable
year, and (iii) the foreign investor provides all certification which may be
required of his status (foreign investors may contact the Sponsor to obtain a
Form W-8 which must be filed with the Trustee and refiled every three calendar
years thereafter). Foreign investors should consult their tax advisors with re-
spect to United States tax consequences of ownership of Units. Units in a Trust
and Trust distributions may also be subject to state and local taxation and
Unitholders should consult their tax advisors in this regard.

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

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.

14
<PAGE>

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 Trusts (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 and other
transactional fees 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 Administrative 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 the 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 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.

Investment Supervision

The Trusts are unit investment trusts and are not "actively managed" funds.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of

15
<PAGE>

securities on the basis of economic, financial and market analyses. The
portfolios of the Trusts, however, will not be actively managed and therefore
the adverse financial condition of an issuer will not necessarily require the
sale of its Securities from the portfolio.

As a general rule, purchases and sales that will be made with respect to a
Trust's portfolio will be those that seek to maintain, to the extent feasible,
a portfolio which reflects the current components of the stock index, taking
into consideration redemptions, sales of additional Units, cash flows,
expenses and the other factors referred to elsewhere in this Prospectus. See
"THE PORTFOLIOS." Such purchases and sales will generally be made in
accordance with the computer program utilized to maintain the related
portfolio, the Indenture and procedures to be specified by the Sponsor. The
Sponsor or its designated agent may direct the Trustee to dispose of
Securities and either to acquire other Securities through the use of the
proceeds of such disposition in order to make changes in a portfolio, or to
distribute the proceeds of such disposition to Unitholders (i) as necessary to
reflect any additions to or deletions from the stock index, (ii) as may be
necessary to establish a closer correlation between the Trust portfolio and
the stock index, (iii) as may be required for purposes of distributing to
Unitholders, when required, their pro rata share of any net realized capital
gains or income, or (iv) as the Sponsor may otherwise determine. In the event
the Trustee receives any Securities or other properties relating to the
Securities (other than normal dividends) acquired in exchange for Securities
such as those acquired in connection with a reorganization, recapitalization,
merger or other transaction, the Trustee is directed to sell such Securities
or other property. However, if the Securities received are components of the
applicable index, the Sponsor may advise the Trustee to keep such Securities.
Any proceeds received in an exchange shall, as the Sponsor or its designee may
direct, be reinvested into any Securities included in the applicable index, or
distributed to Unitholders. In addition, the Sponsor will instruct the Trustee
to dispose of certain Securities and to take such further action as may be
needed from time to time to ensure that the Trust continues to satisfy the
qualifications of a regulated investment company, including the requirements
with respect to diversification under Section 851 of the Internal Revenue
Code, and as may be needed from time to time to avoid the imposition of any
excise or income tax on the Trust as a regulated investment company. All
purchases and sales are made by the Trustee at the direction of the Sponsor or
its designated agent. The Trustee has no responsibility for the composition of
the Trust portfolio or for loss resulting from any transaction directed by the
Sponsor or its agent. When directed by the Sponsor, the Trustee, or an
affiliate, will enter into foreign exchange transactions with the Trust and
may benefit from such transactions in the ordinary course of its foreign
exchange business.

Proceeds from the sale of Securities (or any securities or other property
received by a Trust in exchange for Securities) are generally credited to the
Capital Account for distribution to Unitholders, to meet redemptions or for
reinvestment into additional Securities in accordance with the optimization
program. The Trustee may also sell Securities, designated by the Sponsor or
its designated agent, from a Trust for the purpose of redeeming Units of the
Trust tendered for redemption and the payment of expenses. 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.

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 Capital Distribution
Date to Unitholders of record on the Capital Record Date, unless such amounts
are reinvested into additional Securities. 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. In addition,
because the Trusts have elected to be taxed as "regulated investment
companies," the Trustee may make such distributions to Unitholders as may be
necessary or desirable to maintain the status of the Trusts as regulated
investment companies or to avoid the imposition of any excise or income tax on
a Trust.

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<PAGE>

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 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 will,
upon surrender of his Units for redemption, receive (i) the pro rata share of
the amounts realized upon the disposition of Securities, 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 distribu-
tion of income on his Units, other than the final liquidating distribution in
connection with the termination of a Trust, automatically reinvested in addi-
tional 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. 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 reinvest-
ment. 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.

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

17
<PAGE>

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 Trust.

Unit Value and Evaluation

The value of the Trust is determined by the Trustee on the basis of (1) the
cash on hand in the Trust other than cash deposited in the Trust to purchase
Securities not applied to the purchase of such Securities; (2) the aggregate
value of the Securities held in the Trust, as determined by the Evaluator on
the basis of the aggregate underlying value of the Securities in the Trust
next computed; (3) dividends receivable on the Securities trading ex-dividend
as of the date of computation; 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 foreign or U.S. securities exchange or The NASDAQ Stock Market, Inc.
("listed Securities"), this evaluation is generally based on the most recent
closing sale price prior to the Evaluation Time on that exchange or that
system where the Securities are principally traded (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. For foreign Securities the aggregate underlying value of the Securities
during the initial offering period is computed on the basis of the offering
side value of the relevant currency exchange rate expressed in U.S. dollars as
of the Evaluation Time. After the initial offering period has ended, the
aggregate underlying value of the foreign Securities is computed on the basis
of the bid side value of the relevant currency exchange rate expressed in U.S.
dollars as of the Evaluation Time.

With respect to any Security not listed on a national or foreign exchange or
The NASDAQ Stock Market, Inc., or, with respect to a Security so listed but in
the unusual circumstance in which 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.

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.

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<PAGE>

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.

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. 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 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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<PAGE>

Ownership and Transfer of Units

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

20
<PAGE>

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 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. 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.

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 a 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. If Securities of a Trust are sold to
pay redemptions and there are excess proceeds after meeting redemption
requests, the Sponsor, or its designee, may, but is not obligated to, instruct
the Trustee to reinvest such excess proceeds in any Securities included in the
related stock index.

The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a 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.

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<PAGE>

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.

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.

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.

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<PAGE>

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

Information about the Sponsor

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

A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of
Nuveen's 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 of the index, investment
or strategy returns for any period. This 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. 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
upon resignation of the Evaluator no successor has accepted appointment within
30 days after notice of

23
<PAGE>

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.

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, (2) to make such amendments as may be necessary for
the Trust to continue to qualify as a regulated investment company for federal
income tax purposes, or (3) to make such other provisions as shall not
adversely affect the Unitholder. Certain other amendments to the Indenture
require the approval of either the consent of 66 2/3% or 100% of Unitholders.
However, the Indenture cannot be amended to (a) alter the rights to the
Unitholders as against each other, (b) provide the Trustee with the power to
engage in business or investment activities other than as specifically provided
in the Indenture or (c) adversely affect the characterization of the Trust as a
regulated investment company for federal income tax purposes. The Trustee shall
advise the Unitholders of any amendment requiring the consent of Unitholders,
or upon request of the Sponsor, promptly after execution thereof.

Termination of Indenture

A 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.
A 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 Indenture also provides that if at any time the
stock index to which the Trust relates is no longer compiled, maintained or
made available, the Sponsor may (a) direct that the Trust continue to be
operated utilizing the components of the related stock index, as they existed
on the last day on which the stock index's components were available to the
Trust; or (b) direct the Trustee to liquidate the Trust in such a manner as the
Sponsor shall direct. 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 the 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 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.

24
<PAGE>

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.

25
<PAGE>

Defined NUVEEN INDEX PORTFOLIO
Portfolios PROSPECTUS -- PART B

August 25, 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 Sup-
plement, 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
NUVEEN - DOW JONES GLOBAL TITANS AND DOW JONES INTERNET INDEX/SM/
PORTFOLIO PROSPECTUS

August 25, 1999
NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT

NUVEEN UNIT TRUSTS, SERIES 61

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 August 25, 1999. Capitalized terms have
been defined in the Prospectus.
<PAGE>

TABLE OF CONTENTS

Accumulation Plan

Information About the Sponsor

Risk Factors
<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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<PAGE>

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

Nuveen Flagship Multistate Trust II

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

Nuveen Flagship Multistate Trust III

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

Nuveen Flagship Multistate Trust IV

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

Flagship Utility Income Fund

Nuveen 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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<PAGE>

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

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

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

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

INFORMATION ABOUT THE SPONSOR

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.

-5-
<PAGE>

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

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

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

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<PAGE>

Insured Premium Income Municipal Fund 2, all registered closed-end management
investment companies. These registered open-end and closed-end investment
companies currently have approximately $50 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.

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.

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.

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 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.

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.

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.

Dow Jones Internet Index(sm) Portfolio. An investment in Units of the Dow
Jones Internet Index(sm) Portfolio should be made with an understanding of the
characteristics of the Internet industry and the risks which such an investment
may entail.

The market for Internet companies 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 Internet 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 and software
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. Additionally,
many technology and software 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 and software
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 and software 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 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. 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.

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