FT 324, S-6, 1999-02-10

FT 324
S-6, 1999-02-10

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

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

A. Exact Name of Trust: FT 324

B. Name of Depositor: NIKE SECURITIES L.P.

C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532

D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532

CHAPMAN & CUTLER
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603

E. Title of Securities
Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.

F. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.

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

FT 324

Cross-Reference Sheet

(Form N-8B-2 Items required by Instructions as
to the Prospectus in Form S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information

2. Name and address of each Information as to
depositor Sponsor, Trustee and
Evaluator

3. Name and address of Information as to
trustee Sponsor, Trustee and
Evaluator

4. Name and address of Underwriting
principal underwriters

5. State of organization The FT Series
of trust

6. Execution and termination The FT Series; Other
of trust agreement Information

7. Changes of name *

8. Fiscal Year *

9. Litigation *

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. (a) Registered or bearer Rights of Unit Holders
securities

(b) Cumulative or distributive
securities The FT Series

(d) Conversion, transfer, etc. Rights of Unit Holders

(e) Periodic payment plan
certificates *

(f) Voting rights Rights of Unit Holders;
Other Information

(g) Notice of certificate- Rights of Unit Holders;
holders Other Information

(h) Consents required Rights of Unit Holders;
Other Information

(i) Other provisions The FT Series

11. Types of securities comprising The FT Series

12. Certain information
regarding periodic payment
plan certificates *

13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The FT Series

(b) Certain information
regarding periodic payment
plan certificates *

(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals

(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders

(f) Certain profits receivable The FT Series
by depositor, principal
underwriters, trustee or
affiliated persons

(g) Ratio of annual charges to
income *

14. Issuance of trust's Rights of Unit Holders
securities

15. Receipt and handling of
payments from purchasers *

16. Acquisition and disposition
of underlying securities The FT Series; Rights of
Unit Holders

17. Withdrawal or redemption The FT Series; Public
Offering; Rights of Unit
Holders

18. (a) Receipt, custody and
disposition of income Rights of Unit Holders

(b) Reinvestment of
distributions Rights of Unit Holders

(d) Schedule of distributions *

19. Records, accounts and
reports Rights of Unit Holders

20. Certain miscellaneous
provisions of trust
agreement

(a) Amendment Other Information

(b) Termination Other Information

(e) and (f) Depositor, removal Information as to
and successor Sponsor, Trustee and
Evaluator

21. Loans to security holders *

22. Limitations on liability The FT Series;
Information as to
Sponsor, Trustee and
Evaluator

23. Bonding arrangements Contents of Registration
Statement

24. Other material provisions
of trust agreement *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor Information as to
Sponsor, Trustee and
Evaluator

26. Fees received by depositor *

27. Business of depositor Information as to
Sponsor, Trustee and
Evaluator

28. Certain information as to *
officials and affiliated
persons of depositor

29. Voting securities of *
depositor

30. Persons controlling *
depositor

31. Payment by depositor for *
certain services rendered
to trust

32. Payment by depositor for *
certain other services
rendered to trust

33. Remuneration of other *
persons for certain
services rendered to trust

34. Remuneration of other *
persons for certain services
rendered to trust

IV. DISTRIBUTION AND REDEMPTION

35. Distribution of trust's
securities by states Public Offering

36. Suspension of sales of
trust's securities *

37. Revocation of authority
to distribute *

38. (a) Method of distribution Public Offering

(b) Underwriting agreements Public Offering;
Underwriting

39. (a) Organization of principal Information as to
underwriters Sponsor, Trustee and
Evaluator

(b) N.A.S.D. membership of Information as to
principal underwriters Sponsor, Trustee and
Evaluator

40. Certain fee received by See Items 13(a) and 13(e)
principal underwriters

41. (a) Business of principal Information as to
underwriters Sponsor, Trustee and
Evaluator

(b) Branch offices of
principal underwriters *

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

43. Certain brokerage
commissions received
by principal underwriters *

44. (a) Method of valuation Summary of Essential
Information; The FT
Series; Public Offering

(b) Schedule as to offering
price *

45. Suspension of redemption
rights *

46. (a) Redemption Valuation Rights of Unit Holders

(b) Schedule as to redemption
price *

47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation Information as to
of trustee Sponsor, Trustee and
Evaluator

49. Fees and expenses of trustee The FT Series

50. Trustee's lien The FT Series

VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES

51. Insurance of holders of *
trust's securities

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust The FT Series; Rights
agreement with respect of Unit Holders
to selection or elimination
of underlying securities

(b) Transactions involving
elimination of underlying
securities *

(d) Fundamental policy not
otherwise covered *

53. Tax status of Trust The FT Series

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during
last ten years *

55. Certain information regarding
periodic payment plan
certificates

56. Certain information regarding
periodic payment plan
certificates

57. Certain information regarding *
periodic payment plan
certificates

58. Certain information regarding
periodic payment plan
certificates

59. Financial statements Report of Independent
(Instruction 1(b) to Auditors; Statement of
Form S-6) Net Assets

__________________________
* Inapplicable, answer negative or not required.

SUBJECT TO COMPLETION, DATED FEBRUARY 10, 1999

Missouri Equity Growth Trust Series
FT 324

FT 324 consists of a unit investment trust known as Missouri Equity
Growth Trust Series (the "Trust"). The Trust consists of a diversified
portfolio of common stocks (the "Securities") issued by companies
headquartered or incorporated in the State of Missouri. The Trust seeks
to provide above-average total return through capital appreciation.

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.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

First Trust (registered trademark)
1-800-621-1675

The date of this Prospectus is ________, 1999
Page 1

Table of Contents

Page Number

Summary of Essential Information 3
Fee Table 4
Report of Independent Auditors 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 8
Portfolio 9
Risk Factors 9
Portfolio Securities Descriptions 10
Public Offering 10
Distribution of Units 12
The Sponsor's Profits 13
The Secondary Market 13
How We Purchase Units 14
Expenses and Charges 14
Tax Status 15
Retirement Plans 16
Rights of Unit Holders 16
Income and Capital Distributions 17
Redeeming Your Units 17
Removing Securities from the Trust 19
Amending or Terminating the Indenture 19
Information on the Sponsor, Trustee and Evaluator 20
Other Information 21

Page 2

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Securities- ________, 1999

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.

<S> <C>
General Information
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $
Maximum Sales Charge ___% of the Public Offering Price per Unit
(____% of the net amount invested, exclusive of the deferred sales charge) (3) $
Less Deferred Sales Charge per Unit $( )
Public Offering Price per Unit (4) $
Sponsor's Initial Repurchase Price per Unit (5) $
Redemption Price per Unit (based on aggregate underlying
value of Securities less the deferred sales charge) (5) $
Estimated Net Annual Distributions (6) $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date _______, 1999
Mandatory Termination Date ___________, 2003
Discretionary Liquidation Amount The Trust may be terminated if the value of the Securities is less than the
lower of $2,000,000 or 20% of the total value of Securities deposited in
the Trust during the initial offering period.
Income Distribution Record Date _________, 1999.
Income Distribution Date (7) _________, 1999.

______________
<FN>
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Public Offering
Price per Unit will equal approximately $10.00. If we make such an
adjustment, the fractional undivided interest per Unit will
vary from the amounts indicated above.

(2) Each Security, if listed on a securities exchange, is valued at its
last closing sale price. If a Security is not listed, or if no closing
sale prices exists, it is valued at its closing ask price. Evaluations
for purposes of determining the purchase, sale or redemption price of
Units are made as of the close of trading on the New York Stock Exchange
(generally 4:00 p.m. Eastern time) on each day on which it is open (the
"Evaluation Time").

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering" for
additional information regarding these charges.

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. Additional Units may be
created during the day of the Initial Date of Deposit which, along with
the Units described above, will be valued as of the Evaluation Time on
the Initial Date of Deposit and sold to investors at a Public Offering
Price per Unit based on this valuation. On the Initial Date of Deposit
the Public Offering Price per Unit will not include any accumulated
dividends on the Securities. After the Initial Date of Deposit, the
Public Offering Price per Unit will include a pro rata share of any
accumulated dividends on the Securities.

(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial
Repurchase Price per Unit and the Redemption Price per Unit will include
the estimated organizational and offering costs per Unit set forth under
"Fee Table." After such date, the Sponsor's Repurchase Price and
Redemption Price per Unit will not include such estimated organizational
and offering costs. See "Redeeming Your Units."

(6) The actual net annual distributions you receive will vary from that
set forth above with changes in the Trust's fees and expenses, in
dividends received and with the sale of Securities. See "Fee Table" and
"Expenses and Charges."

(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. Notwithstanding, distributions of funds in the
Capital Account, if any, will be made in December of each year.
</FN>
</TABLE>

Page 3

Fee Table

This Fee Table describes the fees and expenses that you may pay if you
buy and hold Units of the Trust. See "Public Offering" and "Expenses and
Charges." Although the Trust has a term of approximately five years and
is a unit investment trust rather than a mutual fund, this information
shows you a comparison of fees.

<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
UNIT HOLDER TRANSACTION EXPENSES
(as a percentage of public offering price)
Initial sales charge imposed on purchase %(a) $
Deferred sales charge %(b)
________ ________
Maximum sales charge %(b) $
======== ========
Maximum sales charge imposed on Reinvested Dividends %(d) $

ORGANIZATIONAL AND OFFERING COSTS
(as a percentage of public offering price)
Estimated Organizational and Offering Costs %(d) $

ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees % $
Trustee's fee and other operating expenses %
________ ________
Total % $
======== ========

This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust for the periods
shown and sell all your Units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Trust's operating expenses stay the same. Although your actual costs may
vary, based on these assumptions your costs would be:

1 Year 3 Years 5 Years
______ _______ _______

You will pay the following expenses if you do not sell your Units at the
end of each period:

1 Year 3 Years 5 Years
______ _______ _______

The example does not reflect sales charges on reinvested dividends and
other distributions. If these sales charges were included, your costs
would be higher.

________________
<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge (___% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $____ per Unit). When the Public Offering Price exceeds
$10.00 per Unit the initial sales charge will exceed 1.00% of the Public
Offering Price per Unit.

(b) The deferred sales charge is a fixed dollar amount equal to $___ per
Unit which will be deducted in _____ monthly installments of $___ per
Unit beginning __________, 1999 and on the 20th day of each month
thereafter (or the preceding business day if the 20th day is not a
business day) through __________, 1999. If you buy Units at a price of
less than $10.00 per Unit, the dollar amount of the deferred sales charge
will not change but the deferred sales charge on a percentage basis will
be less than ___% of the Public Offering Price. If you purchase Units
after the first deferred sales charge payment has been deducted, your
purchase price will include both the initial sales charge and any
remaining deferred sales charge payments.

(c) Reinvested Dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "Income and Capital
Distributions."

(d) You will bear all or a portion of the costs incurred in organizing
the Trust. These estimated organizational and offering costs are
included in the price you pay for your Units and will be deducted from
the assets of the Trust at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period.
</FN>
</TABLE>

Page 4

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 324

We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 324, comprised of Missouri Equity Growth
Trust Series, as of the opening of business on ________, 1999. This
statement of net assets is the responsibility of the Trust's Sponsor.
Our responsibility is to express an opinion on this statement of net
assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on ________, 1999.
An audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.

In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 324,
comprised of the Trust listed above, at the opening of business on
________, 1999 in conformity with generally accepted accounting
principles.

ERNST & YOUNG LLP

Chicago, Illinois
________, 1999

Page 5

Statement of Net Assets

MISSOURI EQUITY GROWTH TRUST SERIES
FT 324

At the Opening of Business on the
Initial Date of Deposit-________, 1999

<S> <C>
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $
Less accrued organizational and offering costs (3) ( )
Less liability for deferred sales charge (4) ( )
________
Net assets $
========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (5) $
Less sales charge (5) ( )
Less estimated organizational and offering costs (3) ( )
________
Net assets $
========

<FN>

NOTES TO STATEMENTS OF NET ASSETS

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

(2) An irrevocable letter of credit totaling $___________ issued by The
Chase Manhattan Bank, has been deposited with the Trustee as collateral,
covering the monies necessary for the purchase of the Securities
according to purchase contracts for such Securities.

(3) A portion of the Public Offering Price consists of Securities in an
amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs have been estimated at $___ per
Unit, based upon our estimate of the number of Units to be created. A
distribution will be made at 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 your organizational and offering
cost obligation to us will be paid. If the actual number of Units issued
is larger or smaller than our estimate, the actual distribution per Unit
at the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period may differ from the estimated costs
set forth above.

(4) Represents the amount of mandatory deferred sales charge
distributions from the Trust ($___ per Unit), payable to us in ______
equal monthly installments beginning on ________, 1999 and on the
twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through __________, 2000.
If you redeem Units before ________, 1999 you will have to pay the
remaining amount of the deferred sales charge applicable to such Units
when you redeem them.

(5) The aggregate cost to investors in the Trust includes a maximum
sales charge (comprised of an initial and a deferred sales charge)
computed at the rate of ___% of the Public Offering Price per Unit
(equivalent to ____% of the net amount invested, exclusive of the
deferred sales charge), assuming no reduction of sales charge as set
forth under "Public Offering."
</FN>
</TABLE>

Page 6

Schedule of Investments

MISSOURI EQUITY GROWTH TRUST SERIES
FT 324

At the Opening of Business on the
Initial Date of Deposit-________, 1999

<TABLE>
<CAPTION>
Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Securities (1) Price (3) Share to Trust (2)
_________ ________________________________ ____________ ______ ____________
<S> <C> <C> <C> <C>
% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
______ _________
Total Investments 100% $
====== =========

__________
<FN>
(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
Securities were entered into by the Sponsor on _______, 1999.

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

(3) The portfolio will contain additional Securities each of which will
not exceed approximately ____% of the Aggregate Offering Price. Although
it is not the Sponsor's intention, certain of the Securities listed above
may not be included in the final portfolio. Also, the percentages of the
Aggregate Offering Price for the Securities are approximate amounts and
may vary in the final portfolio.
</FN>
</TABLE>

Page 7

The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of an investment company which we have named the FT
Series. We designate each of these investment company series, the FT
Series, with a different series number.

YOU MAY GET MORE SPECIFIC DETAILS ON SOME OF THE INFORMATION IN THIS
PROSPECTUS IN AN "INFORMATION SUPPLEMENT" BY CALLING THE TRUSTEE AT 1-
800-682-7520.

What We Call the Trust.

This FT Series consists of a unit investment trust known as Missouri
Equity Growth Trust Series.

Mandatory Termination Date.

The Trust will terminate on the Mandatory Termination Date,
approximately five years from the date of this Prospectus. This date is
shown in "Summary of Essential Information." The Trust was created under
the laws of the State of New York by a Trust Agreement (the "Indenture")
dated the Initial Date of Deposit. This agreement, entered into between
Nike Securities L.P., as Sponsor, The Chase Manhattan Bank as Trustee
and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator,
governs the operation of the Trust.

How We Created the Trust.

On the Initial Date of Deposit, we deposited contracts to buy common
stocks ("Securities") with the Trustee, backed by an irrevocable letter
of credit of a financial institution in an amount sufficient to purchase
these Securities. In return for depositing the Securities, the Trustee
delivered documents to us representing our ownership of the Trust, in
the form of units ("the Units").

With the deposit of the contracts to buy Securities on the Initial Date
of Deposit we established a percentage relationship between the
Securities in the Trust's portfolio, as stated under "Schedule of
Investments." After the Initial Date of Deposit, we may deposit
additional Securities in the Trust, or cash (including a letter of
credit) with instructions to buy more Securities, in order to create new
Units for sale. If we create additional Units we will attempt, to the
extent practicable, to maintain the original percentage relationship
established among the Securities on the Initial Date of Deposit, and not
the actual percentage relationship existing on the day we are creating
Units, since the two may differ. This difference may be due to the sale,
redemption or liquidation of any of the Securities deposited in the
Trust on the Initial, or any subsequent, Date of Deposit.

Since the prices of the underlying Securities will fluctuate daily, the
ratio of Securities in the Trust, on a market value basis, will also
change daily. The portion of Securities represented by each Unit will
not change as a result of the deposit of additional Securities or cash
in the Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trust will pay brokerage fees to buy
Securities. To reduce this dilution, the Trust will try to buy the
Securities as close to the evaluation time and as close to the
evaluation price as possible.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may, from time to time, retain and pay us (or an affiliate) to
act as agent for the Trust to buy Securities. If we or an affiliate of
ours act as agent to the Trust, we will be subject to the restrictions
under the Investment Company Act of 1940, as amended.

We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may be sold under certain
circumstances from time to time, and the proceeds from these sales will
be used to meet Trust obligations or distributed to Unit holders, but
will not be reinvested. The Trust will not, however, sell Securities to
take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if the Securities no longer meet the
criteria by which they were selected. You will not be able to dispose of
any of the Securities in the Trust or vote the Securities. As the holder
of the Securities, the Trustee will vote all of Securities and will do
so based on our instructions.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can

Page 8

purchase substitute Securities ("Replacement Securities") we will refund
to you that portion of the purchase price and sales charge resulting
from the failed contract on the next Income Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from
the failed contract. The Trustee must purchase the Replacement
Securities within 20 days after it receives notice of a failed contract,
and the purchase price may not be more than the amount of funds reserved
for the purchase of the failed contract.
Portfolio

Objectives

The Trust's objective is to provide investors with the potential for
above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies that are
headquartered or incorporated in the State of Missouri or have a strong
presence in Missouri. The Trust has an expected life of approximately
five years. A diversified portfolio helps to offset the risks normally
associated with such an investment, although it does not eliminate them
entirely.

Missouri is known as the "Gateway to the West," since the Santa Fe,
Oregon and California Trails all threaded through Kansas City and
Independence, Missouri. Hundreds of thousands of people traveled through
Missouri on their way west following the Civil War, making it an
important crossroads.

Today, Missouri has a thriving and very diverse economy, with its major
industries being transportation equipment (including automobile
manufacturing and auto parts); beer and beverages; and defense and
aerospace technology. Other industries important to Missouri include
business and financial services, chemicals and materials manufacturing;
electronics and electrical equipment manufacturing; health products and
services; information and media services; food processing; wood and
paper products production; and tourism. An effort is also being made to
attract new employers and help existing businesses in high-tech fields
such as biotechnology and telecommunications.

In recent years, the Missouri economy has been stable and has shown
steady growth, according to statistics from the Missouri Department of
Economic Development. In 1998, businesses moving to or expanding in
Missouri were up by 55%. With growth industries continuing to contribute
to the economy of the "Show Me State," it is believed Missouri's
economic success will continue into the next century.

With its strong regional economy and national and worldwide
participation, we believe that a portfolio of Missouri companies has the
potential to provide investors with capital appreciation to the extent
that the companies in the portfolio continue to grow. Of course, there
can be no guarantee current economic trends will continue.

An investment in this Trust should be made with the understanding that
companies in the State of Missouri, as in any state, are subject to and
may be affected by various factors, including the general state of the
economy, legislative changes and consumer spending trends.

Of course, as with any similar investments, there can be no guarantee
that the objective of the Trust will be achieved. See "Risk Factors" for
a discussion of the risks of investing in the Trust.

Risk Factors

Price Volatility. The Trust invests in common stocks of companies that
are headquartered or incorporated in the State of Missouri or have a
strong presence in Missouri. The value of the Trust's Units will
fluctuate with changes in the value of these common stocks. Common stock
prices fluctuate for several reasons including changes in investors
perceptions of the financial condition of an issuer or the general
condition of the relevant stock market, or when political or economic
events affecting the issuers occur.

Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of a Trust will be positive over any period of time or
that you won't lose money. Units of the Trust are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Certain of the Securities in the Trust are issued by companies with
market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies. This is a result of several factors common to many such

Page 9

issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.

Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on technology companies. In addition, litigation
regarding any of the issuers of the Securities or may negatively impact
the share prices of these Securities. We cannot predict what impact any
pending or proposed legislation or pending or threatened litigation will
have on the share prices of the Securities.

Year 2000 Problem. Many computer systems were not designed to properly
process and calculate date-related information and data involving dates
of January 1, 2000 and thereafter. This is commonly known as the "Year
2000 Problem." We do not expect that any of the computer system changes
necessary to prepare for January 1, 2000 will cause any major
operational difficulties for the Trust. However, we are unable to
predict what impact the Year 2000 Problem will have on any of the
issuers of the Securities.

Portfolio Securities Descriptions

We have obtained the foregoing descriptions from sources it deems
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.

Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price. The Public Offering
Price per Unit is comprised of the following:

- - the aggregate underlying value of the Securities;

- - the amount of any cash in the Income and Capital Accounts; and

- - the total sales charge (which combines an initial up-front sales
charge and a deferred sales charge).

A portion of the Public Offering Price per Unit on Units purchased prior
to the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in
establishing the Trust (including costs of preparing the registration
statement, the Indenture and other closing documents, registering Units
with the Securities and Exchange Commission and states, the initial
audit of the Trust portfolio, legal fees and the initial fees and
expenses of the Trustee). The organizational and offering costs will be
deducted from the assets of the Trust as of the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period.

Although you are not required to pay for your Units until three business
days following the order for purchase (the "date of settlement"), you
may pay before then. You will become the owner of Units on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.

Minimum Purchase.

The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement
Account or any other qualified retirement plan).

Page 10

Sales Charges.

The sales charge you will pay has both an initial and deferred
component. The initial sales charge, which you will pay at the time of
purchase, is equal to approximately 1% of the Public Offering Price of a
Unit. This initial sales charge is actually equal to the difference
between the maximum total sales charge of ___% and the maximum remaining
deferred sales charge (initially $____ per Unit). The initial sales
charge will vary from 1% with changes in the aggregate underlying value
of the Securities, changes in the Income and Capital Accounts and as
deferred sales charge payments are made. In addition, ______ monthly
deferred sales charge payments of $___ per Unit will be deducted from
the Trust's assets on approximately the twentieth day of each month from
________, 1999 through __________, 2000. The total maximum sales charge
during the initial offering period will be ___% of the Public Offering
Price per Unit (equivalent to ____% of the net amount invested,
exclusive of the deferred sales charge).

After the initial offering period, if you purchase Units after the last
deferred sales charge payment has been assessed your sales charge will
consist of a one-time initial sales charge of ___% of the Public
Offering Price (equivalent to ____% of the net amount invested), which
will be reduced by 1/2 of 1% on each subsequent __________, commencing
_______, 1999 to a minimum sales charge of ___%.

Discounts for Certain Persons.

If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced,
as follows:

Your maximum
If you invest sales charge
(in thousands:* will be:
______________________ ____________
$50 but less than $100 %
$100 but less than $150 %
$150 but less than $500 %
$500 or more %

* The breakpoint sales charges are also applied on a Unit basis utilizing
a breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from the any one
dealer. However, we will consider Units you purchase in the name of your
spouse or your child under 21 years of age to be purchases by you for
determining the reduced sales charge. The reduced sales charges will
also apply to a trustee or other fiduciary purchasing Units for a single
trust estate or single fiduciary account. You must inform your dealer of
any combined purchases before the sale in order to be eligible for the
reduced sales charge. Any reduced sales is the responsibility of the
broker/dealer or other selling agent making the sale.

If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trust subject only to any remaining deferred sales
charge to be collected on Units of the Trust you purchase. Please note
that you will be charged the amount of any remaining deferred sales
charge on units you redeem when you redeem them.

For the following persons, the sales charge is reduced by ____% of the
Public Offering Price:

- - Employees, officers and directors of the Sponsor, our related
companies, the Underwriter, dealers and their affiliates, and vendors
providing services to us.

- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-
in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons).

If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units in the primary or secondary market at the Public Offering
Price, less the concession we would typically allow such broker/dealer.
See "Distribution of Units-Dealer Concessions."

Every investor will be charged the deferred sales charge per Unit
regardless of any discounts. However, if you are eligible to receive a
discount such that the maximum sales charge you must pay is less than
the applicable maximum deferred sales charge, you will be credited the
difference between your maximum sales charge and the maximum deferred

Page 11

sales charge at the time you buy your Units.

Changes in the Public Offering Price.

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including:

- - fluctuations in the local currency prices of the Securities;

- - changes in the relevant currency exchange rates;

- - changes in the applicable commissions, stamp taxes, custodial fees
and other costs associated with foreign trading; and

- - changes in the value of the Income and/or Capital Accounts.

The Value of the Securities.

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, this evaluation is generally based
on the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, the evaluation is based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, the evaluation will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for evaluation). If current ask prices are unavailable, the
evaluation is generally determined:

a) on the basis of current ask prices for comparable securities,

b) by appraising the value of the Securities on the ask side of the
market, or

c) by any combination of the above.

The Evaluator on each business day will appraise the value of the
underlying Securities in the Trust as of the Evaluation Time and will
adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
Prospectus will exclude Saturdays, Sundays and the following holidays as
observed by the NYSE, Inc.: New Year's Day, Martin Luther King, Jr.'s
Birthday, President's Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas Day.

After the initial offering period is over, the secondary market Public
Offering Price will be determined based on the aggregate underlying U.S.
dollar value of the Securities in the Trust, plus or minus cash, if any,
in the Income and Capital Accounts of the Trust plus the applicable
sales charge. We calculate the aggregate underlying U.S. dollar value of
the Securities during the secondary market the same way as described
above for sales made during the initial offering period, except that bid
prices are used instead of ask prices when necessary. In addition, the
aggregate underlying U.S. dollar value of the Securities during the
secondary market 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.

Distribution of Units

During the initial offering period, Units will be sold at the current
Public Offering Price. When the initial offering period ends, Units we
have reacquired may be offered by this prospectus at the secondary
market Public Offering Price (see "The Secondary Market").

Dealer Concessions.

We intend to qualify Units of the Trust for sale in a number of states.
Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of ___% of the Public
Offering Price per Unit (or 65% of the maximum sales charge after ____ ,
1999). However, eligible foreign dealers and selling agents can purchase
Units at prices which represent a concession or agency commission of
___% of the Public Offering Price per Unit (or ___% of the maximum sales
charge after ______, 1999).

We reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trust available to their customers on an agency basis. A

Page 12

portion of the sales charge paid by these customers is kept by or given
to the banks in the amounts shown above. Under the Glass-Steagall Act,
banks are prohibited from underwriting Trust Units. However, the Glass-
Steagall Act does allow certain agency transactions and these appear to
be permitted under the Act. In Texas and in certain other states, any
banks making Units available must be registered as broker/dealers under
state law.

Award Programs.

From time to time we may sponsor programs which award a dealer's
registered representatives who have sold a minimum number of Units
during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trust. In addition, if a dealer sponsors sales contests or
recognition programs that conform to criteria we establish, or
participates in sales programs we sponsor, we will reallow to that
dealer an amount equal to no more than the total applicable sales
charges on the sales generated by such person at the Public Offering
Price during such programs. We make these payments out of our own
assets, and not out of the Trust's assets. These programs will not
change the price you pay for your Units or the amount that the Trust
will receive from the Units sold.

Investment Comparisons.

We may from time to time compare the then current estimated returns of
the Trust (which may show performance net of the expenses and charges
the Trust would have incurred) and returns over specified periods of
other similar trusts we sponsor in our advertising and sales materials,
with (1) returns on other taxable investments such as the common stocks
comprising the DJIA, S&P 500 Index, Ibbotson Small-Cap Index, the S&P
Industrial Index, other investment indices, corporate or U.S. Government
bonds, bank CDs and money market accounts or money market funds, (2)
performance data from Morningstar Publications, Inc. or (3) information
from publishers such as Money, the New York Times, U.S. News and World
Report, Business Week, Forbes or Fortune. The investment characteristics
of each Trust, which are described more fully elsewhere in this
Prospectus, differ from other comparative investments. For example,
common stock indexes have much greater diversifications than the Trust;
U.S. Government bonds are backed by the full faith and credit of the
U.S. Government; and bank CDs are insured by an agency of the federal
government. Money market accounts and money market funds provide
stability of principal, but pay interest at rates that vary with the
condition of the short-term debt market. You should not assume that
these performance comparisons will be representative of the Trust's
future relative performance.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit for the Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price we sell them to the Trust (which is based on
the Evaluator's determination of the aggregate underlying U.S. dollar
value of the Securities) is considered a profit or loss. (See Note 2 of
"Schedule of Investments.") During the initial offering period, the
Underwriter may also realize profits or sustain losses as a result of
fluctuations after the Date of Deposit in the Public Offering Price
received by the Underwriter when they sell the Units.

In maintaining a market for the Units, any difference between the price
at which Units are purchased and the price at which they are sold (which
includes a maximum sales charge for the Trust) or redeemed will be a
profit or loss to us. The secondary market public offering price of
Units may be more or less than the cost of those Units to us.

The Secondary Market

Although we are not obligated to, we intend to maintain a market for the
Units after the initial offering period and continuously offer to
purchase Units at prices based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell Units

Page 13

subject to a deferred sales charge or tender them for redemption before
you have paid the total deferred sales charge on your Units, you will
have to pay the remainder of the deferred sales charge at that time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive the proceeds from the
sale of Units we purchase no later than if they were redeemed by the
Trustee. Units that we hold may be tendered to the Trustee for
redemption as any other Units. If we elect not to purchase Units, the
Trustee may sell Units tendered for redemption in the over-the-counter
market, if any. However, the amount you will receive is the same as you
would have received on redemption of the Units.

The Public Offering Price of any Units we acquire will be consistent
with the Public Offering Price described in the then effective
prospectus. Any profit or loss from the resale or redemption of such
Units will belong to us.

Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses exceed the estimate, the Trust will absorb the
excess. The Trustee will pay expenses of the Trust from the Income
Account of the Trust if funds are available, and then from the Capital
Account. The Income and Capital Accounts are noninterest-bearing to Unit
holders, so the Trustee benefits from the use of these funds.

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trust, and will receive brokerage fees
when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. First Trust Advisors L.P., an affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to the Trust and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trust. In providing portfolio
supervisory services, the Portfolio Supervisor may purchase research
services from a number of sources, which may include underwriters or
dealers of the Trust.

The fees payable to the Portfolio Supervisor, Evaluator and Trustee are
based on the largest aggregate number of Units of the Trust outstanding
at any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to the Sponsor and
our affiliate for providing services to all unit investment trusts for
which they provide such services be more than the actual cost of
providing such services in such year.

The Trust may also incur the following charges:

- - All legal and annual auditing expenses of the Trustee according to
its responsibilities under the Indenture;

- - The expenses and costs incurred by the Trustee to protect the Trust
and the rights and interests of the Unit holders;

- - Fees for any extraordinary services the Trustee performed under the
Indenture;

- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;

- - Any offering costs incurred after the earlier of six months after the
Initial Date of Deposit or the end of the initial offering period;

- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of
the Trust;

- - Foreign custodial and transaction fees, if any;

- - All taxes and other government charges imposed upon the Securities or
any part of the Trust. (No such taxes or charges are now in place or
planned as far as we know.)

The above expenses and the Trustee's annual fee (when paid or owing to
the Trustee) are secured by a lien on the Trust. In addition, the
Trustee has the power to sell Securities in the Trust to make cash
available to pay these charges if there is not enough cash in the Income
or Capital Accounts of the Trust. Since the Securities are all common
stocks and dividend income is unpredictable, we cannot guarantee that
dividends will be sufficient to meet any or all expenses of the Trust.

Page 14

These sales may result in capital gains or losses to the Unit holders.
See "Tax Status."

The Trust will be audited on an annual basis. So long as we are making a
secondary market for Units, we will bear the cost of these annual audits
to the extent the cost exceeds $0.0050 per Unit. Otherwise, the Trust
will pay for the audit. You can receive a copy of the audited financial
statements by notifying the Trustee.

Tax Status

The following summary describes certain Federal income tax consequences
of the purchase, ownership and disposition of Units. This summary
assumes you hold Units as "capital assets" and are not a dealer,
financial institution or other investor with special circumstances. You
should consult with your tax advisor for specific information concerning
the Federal tax status of your investment.

In the opinion of our counsel, under existing law:

General Treatment of the Trust.

The Trust will not be taxed as a corporation for Federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities held by the Trust and as such will be
considered to have received a pro rata share of income (i.e. dividends)
derived from each Security when such income is considered to be received
by the Trust. This is true whether the income is used to pay for a
portion of the deferred sales charge or if you elect to have your
distributions automatically reinvested into additional Units.

Your Tax Basis and Income or Loss Upon Disposition

You will generally recognize gain or loss when the Trust disposes of a
Security or when you sell or redeem your Units for cash. The price you
pay for your Units, generally including sales charges, is allocated
among your pro rata portion of each Security held by the Trust in order
to determine your tax basis in the pro rata portion of each Security
held by the Trust. In general, your pro rata portion of any dividends
received on the Securities held by the Trust will be taxable to you as
ordinary income. You should consult your tax advisor regarding the
calculation of basis and the tax treatment of dividends.

When you sell or redeem your Units or when the Trust sells Securities
you will generally recognize taxable gain or loss. Net capital gain
(which is defined as net long-term capital gain over net short-term
capital loss for the taxable year) is subject to a maximum marginal
stated tax rate of 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 day you acquire
your Units is excluded for purposes of determining the holding period of
the Unit. Short-term capital gains are taxed at the same rates as
ordinary income.

In-Kind Distributions.

If you own at least 1,000 Units of the Trust you may request an In-Kind
Distribution of Securities when you redeem your Units or at the Trust's
termination. If you request an In-Kind Distribution you will be
responsible for any expenses related to this distribution. By electing
to receive an In-Kind Distribution you will receive an undivided
interest in whole shares of stock plus, possibly, cash.

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by the Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by the Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
basis in such fractional share of a Security held by the Trust.

Limitations on the Deductibility of Trust Expenses.

You may deduct your pro rata share of each expense paid by the Trust to
the same extent as if you directly paid the expense, but only to the
extent that your share of the expenses, together with your other
miscellaneous deductions, exceeds 2% of your adjusted gross income.
You should consult your tax advisor regarding the limitations on the
deductibility of Trust expenses.

Foreign, State and Local Taxes.

Under the existing income tax laws of the State and City of New York,
the Trust will not be taxed as a corporation, and the income of the
Trust will be treated as the income of the Unit holders in the same
manner as for Federal income tax purposes. If you are a foreign investor

Page 14

and are not engaged in a U.S. trade or business, you will generally be
subject to a 30% withholding tax on distributions (or a lower applicable
treaty rate). You should consult your tax advisor regarding potential
foreign, state or local taxation with respect to your Units.

Retirement Plans

You may purchase Units of the Trust for:

- - Individual Retirement Accounts

- - Keogh Plans

- - pension funds, and

- - other tax-deferred retirement plans.

Generally, the Federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. If you are considering participating in a plan like this, you
should review the tax laws regarding these plans and consult your
attorney or tax adviser. Brokerage firms and other financial
institutions offer these plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat as record owner of Units that person registered
as such on its books. If you request certificates representing the Units
you ordered for purchase they will be delivered three business days
after your order or shortly thereafter. You may transfer or redeem Units
represented by a certificate by endorsing it and surrendering it to the
Trustee, along with a written instrument(s) of transfer. You must sign
exactly as your name appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation such as trust instruments,
death certificates, appointments as executor or administrator, or
certificates of corporate authority.

Certificates will be issued in fully registered form, transferable only
on the books of the Trustee in denominations of one Unit or any multiple
thereof, numbered serially for identification purposes.

You may also choose to hold your Units in uncertificated form. If you
choose this option, the Trustee will keep an account for you and will
credit your account with the number of Units you purchase. Within two
business days of the issuance or transfer of Units held in
uncertificated form, the Trustee will send to you, as the registered
owner of Units:

- - a written initial transaction statement containing a description of
your Trust;

- - the number of Units issued or transferred;

- - your name, address and taxpayer identification number;

- - a notation of any liens or restrictions of the issuer and any adverse
claims; and

- - the date the transfer was registered.

Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.

As a Unit holder, you may be required to pay a nominal fee to the
Trustee for each certificate reissued or transferred, and to pay any
government charge that may be imposed for each transfer or exchange.
However, the Trustee does not require such charge now, nor are they
currently contemplating doing so. If a certificate gets lost, stolen or
destroyed, you may be required to furnish indemnity to the Trustee to
receive replacement certificates. You must surrender mutilated
certificates to the Trustee for replacement.

Unit Holder Reports.

In connection with each distribution, the Trustee will provide you with
a statement detailing the per-Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:

1. a summary of transactions in the Trust for the year;

2. any Securities sold during the year and the Securities held at the
end of that year by the Trust;

3. the Redemption Price per Unit, computed on the 31st day of December
of such year (or the last business day before); and

4. amounts of income and capital distributed during the year.

Page 16

You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
Federal and state tax reporting requirements.

Income and Capital Distributions

You will begin receiving distributions from your Units only after you
become a Record Owner. It is your responsibility to notify the Trustee
when you become Record Owner of the Units, but normally your
broker/dealer provides this notice. The Trustee will credit any
dividends received on the Trust's Securities to the Income Account of
the Trust. All other receipts, such as return of capital, are credited
to the Capital Account of the Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." The Trustee will distribute amounts in the Capital Account
on the last day of each month to Unit holders of record on the fifteenth
day of each month provided the amount equals at least $1.00 per 100
Units. However, amounts in the Capital Account from the sale of
Securities designated to meet redemptions of Units, to pay the deferred
sales charge or to pay expenses will not be distributed. The Trustee is
not required to pay interest on funds held in the Income or Capital
Accounts of the Trust. However, the Trustee may earn interest on these
funds, thus benefiting from the use of such funds.

We anticipate that the deferred sales charge will be collected from the
Capital Account of the Trust and that the money in the Capital Account
will be sufficient to cover the cost of the deferred sales charge. If
there is not enough money in the Capital Account to pay the deferred
sales charge, the Trustee may sell Securities to meet the shortfall. We
will designate an account where distributions will be made to pay the
deferred sales charge.

The Trustee is required by the Internal Revenue Service to withhold a
certain percentage of any distribution the Trust makes and deliver such
amount to the Internal Revenue Service if the Trustee does not have your
tax identification number. You may recover this amount by giving your
tax identification number to the Trustee, or when you file a tax return.
Normally, the selling broker provides the Trustee your tax
identification number. However, you should check your statements from
the Trustee to make sure they have the number to avoid this "back-up
withholding." If the Trustee does not have one, you should provide it to
the Trustee as soon as possible.

Within a reasonable time after the Trust is terminated you will receive
the pro rata share of the money from the disposition of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
All Unit holders will receive a pro rata share of any other assets
remaining in the Trust, excluding any unpaid expenses of the Trust.

The Trustee may establish reserves (the "Reserve Account") within the
Trust for any state and local taxes and any governmental charges to be
paid out of the Trust.

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of the Trust by notifying the Trustee at least 10 days before any Record
Date. Each later distribution of income and/or capital on your Units
will be reinvested by the Trustee into additional Units of the Trust.
You will have to pay any remaining deferred sales charge on any Units
acquired pursuant to this distribution reinvestment option. This option
may not be available in all states. Please note that even if you
reinvest distributions, they are still considered distributions for
income tax purposes.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are held in
uncertificated form, you need only to deliver a request for redemption
to the Trustee. In either case, the certificates or the redemption
request you send to the Trustee must be properly endorsed with proper
instruments of transfer and signature guarantees as explained in "Rights
of Unit Holders-Unit Ownership" (or by providing satisfactory indemnity

Page 17

if the certificates were lost, stolen, or destroyed). No redemption fee
will be charged, but you are responsible for any governmental charges
that apply. Three business days after the day you tender your Units (the
"Date of Tender") you will receive cash in an amount for each Unit equal
to the Redemption Price per Unit calculated at the Evaluation Time on
the Date of Tender.

The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the New York Stock Exchange (the "Exchange") is open for trading).
However, if your certificates or redemption request are received after
4:00 p.m. Eastern time (or after any earlier closing time on a day on
which the Exchange is scheduled in advance to close at such earlier
time), the Date of Tender is the next day the Exchange is open for
trading. Redeemed Units will then be cancelled.

Any amounts paid on redemption representing income will be withdrawn
from the Income Account of the Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of the Trust.

If you are tendering 1,000 Units or more for redemption, rather than
receiving cash you may elect to receive a distribution of shares of
Securities (an "In-Kind Distribution") in an amount and value equal to
the Redemption Price per Unit by making this request in writing to the
Trustee at the time of tender. However, no In-Kind Distribution requests
submitted during the nine business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make
an In-Kind Distribution by distributing each of the Securities in book-
entry form to your bank account or broker/dealer at the Depository Trust
Company. The Trustee will subtract from your In-Kind Distribution any
customary transfer and registration charges. As a tendering Unit holder,
you will receive your pro rata number of whole shares of the Securities
that make up the portfolio, and cash from the Capital Account equal to
the fractional shares to which you are entitled. The Trustee may adjust
the number of shares of any Security included in your In-Kind
Distribution to make distribution of whole shares easier. This
adjustment will be made based on the value of the Securities on the Date
of Tender. If there is not enough money in the Capital Account to pay
the required cash distribution, the Trustee may sell Securities as
described above.

The Internal Revenue Service will require the Trustee to withhold a
portion of your redemption proceeds if the Trustee has not previously
been provided your Taxpayer Identification Number. For more information
about this withholding, see "Income and Capital Distribution." If the
Trustee does not have your Taxpayer Identification Number, you must
provide it at the time of the redemption request.

The Trustee may sell Securities in the Trust to make funds available for
redemption. If Securities are sold, the size and diversity of the Trust
will be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.

Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:

1. if the New York Stock Exchange is closed (other than customary
weekend and holiday closings);

2. if the Securities and Exchange Commission ("SEC") determines that
trading on the New York Stock Exchange is restricted or that an
emergency exists making sale or evaluation of the Securities not
reasonably practical; and

3. for any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

We will determine the Redemption Price per Unit during the secondary
market based on the aggregate underlying U.S. dollar value of the
Securities in the Trust plus or minus cash, if any, in the Income and
Capital Accounts of the Trust. The Redemption Price per Unit is
determined by the Trustee by:

adding

1. cash in the Trust not designated to purchase Securities;

2. the aggregate value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the
date of computation.

deducting

1. any applicable taxes or governmental charges that need to be paid out
of the Trust;

2. any amounts owed to the Trustee for its advances;

3. estimated accrued expenses of the Trust, including, but not limited
to, fees and expenses of the Trustee (including legal fees), and the

Page 18

Evaluator and supervisory fees, if any;

4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made;

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by the Trust; and

dividing

the result by the number of outstanding Units of the Trust.

If there is any remaining deferred sales charge on the Units when you
redeem them, the amount of this remaining deferred sales charge will be
deducted from your redemption proceeds. In addition, until the earlier
of six months after the Initial Date of Deposit or the end of the
initial offering period, the Redemption Price per Unit will include
estimated organizational and offering costs as set forth under "Summary
of Essential Information."

The aggregate underlying value of the Securities for purposes of
calculating the Redemption Price during the secondary market is
determined in the same manner as that used to calculate the Secondary
Market Public Offering Price as discussed in "Public Offering-The Value
of the Securities."

Removing Securities from the Trust

The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances. These circumstances include, but are not limited
to, situations in which:

- - the issuer of the Security defaults in the payment of a declared
dividend;

- - any action or proceeding prevents the payment of dividends;

- - there is any legal question or impediment affecting the Security;

- - the issuer of the Security has breached a covenant which would affect
the payment of dividends or the issuer's credit standing, or otherwise
damage the sound investment character of the Security; or

- - the issuer has defaulted on the payment on any other of its
outstanding obligations to such an extent or other such credit factors
exist so that, in our opinion, keeping the Security would be harmful to
the Trust.

Except in the limited instance in which the Trust may acquire
Replacement Securities to replace failed contracts to purchase
Securities, as described in "The FT Series", the Trust may not acquire
any securities or other property other than the Securities. The Trustee,
on behalf of the Trust, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by the Trust, at our instruction,
they will either be sold or held in the Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account of the Trust for distributions
to Unit holders or to meet redemption requests. The Trustee may retain
and pay us or an affiliate of ours to act as agent for the Trust to
facilitate selling Securities, exchanged securities or property from the
Trust. If we or our affiliate act in this capacity, we will be held
subject to the restrictions under the Investment Company Act of 1940, as
amended.

The Trustee may also sell Securities that we designate; or, without our
direction, in its own discretion, in order to meet redemption requests
or pay expenses.

In designating which Securities should be sold, we will try to maintain
the proportionate relationship among the Securities. If this is not
possible, the composition and diversity of the Securities in the Trust
may be changed. To get the best price for the Trust we may have to
specify minimum amounts (generally 100 shares) in which blocks of
Securities are to be sold. We may consider sales of units of unit
investment trusts which we sponsor in making recommendations to the
Trustee on the selection of broker/dealers to execute the Trust's
portfolio transactions, or when acting as agent for the Trust in
acquiring or selling Securities on behalf of the Trust.

Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without
your consent:

- - to cure ambiguities;

Page 19

- - to correct or supplement any defective or inconsistent provision;

- - to make any amendment required by any governmental agency; or

- - to make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date stated in the "Summary of Essential
Information." The Trust may be terminated prior to the Mandatory
Termination Date:

- - upon the consent of 100% of the Unit holders;

- - if the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period; or

- - in the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.

In the event of termination, the Trustee will send prior written notice
thereof to all Unit holders which will specify how you should tender
your certificates, if any, to the Trustee. If the Trust is terminated
due to this last reason, we will refund to each purchaser of Units of
such Trust the entire sales charge paid by such purchaser; however,
termination of the Trust prior to the Mandatory Termination Date for any
other stated reason will result in all remaining unpaid deferred sales
charges on your Units being deducted from your termination proceeds. For
various reasons, the Trust may be reduced below the Discretionary
Liquidation Amount and could therefore be terminated prior to the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner, timing and execution of
the sale of Securities as part of the termination of the Trust. Because
the Trustee must sell the Securities within a relatively short period of
time, the sale of Securities as part of the termination process may
result in a lower amount than might otherwise be realized if such sale
were not required at this time.

If you own at least 1,000 Units of the Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive shares of Securities included in the Trust
(reduced by customary transfer and registration charges) rather than the
typical cash distribution representing your pro rata interest in the
Trust. You must notify the Trustee at least ten business days prior to
the Mandatory Termination Date if you elect this In-Kind Distribution
option. If you do not elect to participate in the In-Kind Distribution
option for eligible Unit holders you will receive a cash distribution
from the sale of the remaining Securities, along with your interest in
the Income and Capital Accounts of the Trust, within a reasonable time
after the Trust is terminated. Regardless of the distribution involved,
the Trustee will deduct from the Trust any accrued costs, expenses,
advances or indemnities provide by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:

- - The First Trust Combined Series

- - FT Series (formerly known as The First Trust Special Situations Trust)

- - The First Trust Insured Corporate Trust

- - The First Trust of Insured Municipal Bonds

- - The First Trust GNMA

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $20 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1997, the total partners' capital of
Nike Securities L.P. was $11,724,071 (audited).

Page 20

This information refers only to the Sponsor and not to the Trust or to
any series of the Trust or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trust, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

The Trustee has not participated in selecting the Securities; it only
provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

The Sponsor and the Trustee will not be liable to Unit holders for
taking any action or for not taking any action in good faith according
to the Indenture. We will also not be accountable for errors in
judgment. We will only be liable for our own willful misfeasance, bad
faith, gross negligence (ordinary negligence in the Trustee's case) or
reckless disregard of our obligations and duties. The Trustee is not
liable for any loss or depreciation when the Securities are sold. If we
fail to act under the Indenture, the Trustee may do so, and the Trustee
will not be liable for any action it takes in good faith under the
Indenture.

The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:

- - appoint a successor Sponsor, paying them a reasonable rate not more
than that stated by the Securities and Exchange Commission,

- - terminate the Indenture and liquidate the Trust, or

- - continue to act as Trustee without terminating the Indenture.

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information.
However, the Evaluator will not be liable to the Trustee, Sponsor or
Unit holders for errors in judgment.

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to Federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trust.

Auditors.

Ernst & Young LLP, independent auditors, has audited the statement of
net assets, including the schedule of investments, of the Trust at the
opening of business on the Initial Date of Deposit appearing elsewhere
herein, and in the Registration Statement.

Supplemental Information.

If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the Securities and Exchange Commission and to which we have referred
throughout. This information states more specific risk information about
the Trust.

Page 21

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Page 22

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Page 23

FIRST TRUST (registered trademark)

Missouri Equity Growth Trust Series
FT 324

Sponsor:

Nike Securities L.P.
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141

Trustee:

THE CHASE MANHATTAN BANK
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132

This Prospectus contains information relating to Missouri Equity Growth
Trust Series, but does not contain all of the information about this
investment company as filed with the Securities and Exchange Commission
in Washington, D.C. under the:

- Securities Act of 1933 (file no. 333-_____) and
- Investment Company Act of 1940 (file no. 811-05903)

To obtain copies at prescribed rates -

Write: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov

________, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 24
First Trust (registered trademark)
The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 324 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing ("Prospectus").
Copies of the Prospectus can be obtained by calling or writing the
Trustee at the telephone number and address indicated in the Prospectus.
The Information Supplement has been created to supplement information
contained in the Prospectus.

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

Table of Contents

Risk Factors
Securities 1
Concentrations 1

Risk Factors

Securities. 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 condition of the relevant 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. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.

Dividends. 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. 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.

Concentrations

Page 1

MEMORANDUM

Re: FT 324

As indicated in our cover letter transmitting the
Registration Statement on Form S-6 and other related material
under the Securities Act of 1933 to the Commission, the only
difference of consequence (except as described below) between FT
314, which is the current fund, and FT 324, the filing of which
this memorandum accompanies, is the change in the series number.
The list of securities comprising the Fund, the evaluation,
record and distribution dates and other changes pertaining
specifically to the new series, such as size and number of Units
in the Fund and the statement of condition of the new Fund, will
be filed by amendment.

1940 ACT

FORMS N-8A AND N-8B-2

These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 314 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the bonds deposited in the Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, the insurer
being National Union Fire Insurance Company of
Pittsburgh.

ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:

The facing sheet

The Prospectus

The signatures

Exhibits

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 324 has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on February 10, 1999.

FT 324
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Senior Vice President

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

NAME TITLE* DATE

Robert D. Van Kampen Director of
Nike Securities February 10, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
David J. Allen Director of
Nike Securities
Corporation, the
General Partner of
Nike Securities L.P.

___________________________
* The title of the person named herein represents his capacity
in and relationship to Nike Securities L.P., the Depositor.

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.

S-2
CONSENTS OF COUNSEL

The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.

CONSENT OF ERNST & YOUNG LLP

The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.

S-3
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 24 and
certain subsequent Series, effective January 23, 1992
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-45093] filed on behalf of The First Trust
Special Situations Trust, Series 24).

1.1.1* Form of Trust Agreement for Series 320 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.

1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).

1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).

1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities L.P.,
Depositor (incorporated by reference to Amendment No. 1
to Form S-6 [File No. 33-42683] filed on behalf of The
First Trust Special Situations Trust, Series 18).

1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).

2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by
reference).

3.1* Opinion of counsel as to legality of Securities being
registered.

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

S-4

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

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

4.1* Consent of First Trust Advisors, L.P.

6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).

7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).

___________________________________
* To be filed by amendment.

S-5