MPV FAMILY OF TRUSTS MPV INDUSTRIAL TR & MPV TECHNOLOGY TR, S-6, 1999-03-05

MPV FAMILY OF TRUSTS MPV INDUSTRIAL TR & MPV TECHNOLOGY TR
S-6, 1999-03-05

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As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-

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:

McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust

B. NAME OF DEPOSITORS:

McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.

C. COMPLETE ADDRESS OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

McLaughlin, Piven, Vogel Securities, Inc. Reich & Tang Distributors, Inc.
30 Wall Street 600 Fifth Avenue
New York, New York 10005 New York, New York 10020

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

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COPY OF COMMENTS TO:
ALLAN M. VOGEL PETER J. DEMARCO MICHAEL R. ROSELLA, Esq.
President Reich & Tang Distributors, Inc. Battle Fowler LLP
McLaughlin, Piven, Vogel 600 Fifth Avenue 75 East 55th Street
Securities, Inc. New York, New York 10020 New York, New York 10022
30 Wall Street (212) 856-6858
New York, New York 10005
</TABLE>

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of McLaughlin, Piven, Vogel Family of Trusts,
McLaughlin, Piven, Vogel Industrial Trust and McLaughlin, Piven, Vogel
Technology Trust is being registered under the Securities Act of 1933
pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.

F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:

Indefinite

G. AMOUNT OF FILING FEE:

No filing fee required.

H. APPROPRIATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the Registration
Statement.

/ / Check if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.

The registrant hereby amends the 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.

811937.1

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MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS, MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL
TRUST AND MCLAUGHLIN, PIVEN VOGEL TECHNOLOGY TRUST

CROSS-REFERENCE SHEET

Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction 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

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1. (a) Name of trust.......................................................... Front cover of Prospectus
(b) Title of securities issued............................................. Front cover of Prospectus
2. Name and address of each depositor.......................................... The Sponsors
3. Name and address of trustee................................................. The Trustee
4. Name and address of principal underwriters.................................. Distribution of Units
5. State of organization of trust.............................................. Organization
6. Execution and termination of trust agreement................................ Trust Agreement, Amendment and Termination
7. Changes of name............................................................. None
8. Fiscal year................................................................. Not applicable
9. Litigation.................................................................. None

II. General Description of The Trust and Securities of the Trust
10. (a) Registered or bearer securities....................................... Book-Entry Units
(b) Cumulative or distributive securities................................. Interest and Principal Distributions
(c) Redemption............................................................ Trustee Redemption
(d) Conversion, transfer, etc............................................. Book-Entry Units, Sponsors Repurchase, Trustee
Redemption
(e) Periodic payment plan................................................. Not Applicable
(f) Voting rights......................................................... Trust Agreement, Amendment and Termination
(g) Notice to certificateholders.......................................... Records, Portfolio, Substitution of Securities,
Trust Agreement, Amendment and Termination, The
Sponsors, The Trustee
(h) Consents required..................................................... Trust Agreement and Amendment, Trust Termination
(i) Other provisions...................................................... Tax Status
11. Type of securities comprising units........................................ Objective, Portfolio, The Securities, Substitution
of Securities
12. Certain information regarding periodic payment certificates................ Not Applicable

</TABLE>

811937.1
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus

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13. (a) Load, fees, expenses, etc............................................ Summary of Essential Information, Public Offering
Price, Discounts, Sponsors' Profits, Trust
Administration, Trust Expenses and Charges,
Reinvestment Plan
(b) Certain information regarding periodic payment
certificates....................................................... Not Applicable
(c) Certain percentages.................................................. Summary of Essential Information, Public Offering
Price, Discounts
(d) Price differences.................................................... Discounts, Distribution of Units
(e) Other loads, fees, expenses.......................................... None
(f) Certain profits receivable by depositors, principal
underwriters, trustee or affiliated persons........................ Trust Termination
(g) Ratio of annual charges to income.................................... Not Applicable
14. Issuance of trust's securities....................................... Organization, Book-Entry Units
15. Receipt and handling of payments from purchasers..................... Public Offering Price
16. Acquisition and disposition of underlying securities................. Organization, Substitution of Securities,
Portfolio, Portfolio Supervision
17. Withdrawal or redemption.................................................. Summary of Essential Information, Market for Units,
Sponsors Repurchase, Trustee Redemption
18. (a) Receipt, custody and disposition of income........................... Distributions
(b) Reinvestment of distributions........................................ Reinvestment Plan
(c) Reserves or special funds............................................ Distributions
(d) Schedule of distributions............................................ Not Applicable
19. Records, accounts and reports............................................. Records
20. Certain miscellaneous provisions of trust agreement
(a) Amendment............................................................ Trust Agreement and Amendment, Trust Termination
(b) Termination.......................................................... Trust Agreement and Amendment, Trust Termination
(c) and (d) Trustee, removal and successor............................... The Trustee
(e) and (f) Depositor, removal and successor............................. The Sponsors
21. Loans to security holders................................................. None
22. Limitations on liability.................................................. The Sponsors, The Trustee Evaluation of the Trust
23. Bonding arrangements...................................................... Part II - Item A
24. Other material provisions of trust agreement.............................. None

III. Organization, Personnel and Affiliated Persons of Depositor
25. Organization of depositor................................................. The Sponsors
26. Fees received by depositor................................................ Not Applicable
27. Business of depositor..................................................... The Sponsors

</TABLE>

811937.1
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus

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28. Certain information as to officials and affiliated persons of
depositor............................................................... Not Applicable
29. Voting securities of depositor............................................. Not Applicable
30. Persons controlling depositor.............................................. None
31. Payments by depositor for certain services
rendered to trust............................................... Not Applicable
32. Payments by depositor for certain other services
rendered to trust....................................................... Not Applicable
33. Remuneration of employees of depositor for certain services
rendered to trust....................................................... Not Applicable
34. Remuneration of other persons for certain services
rendered to trust....................................................... Not Applicable

IV. Distribution and Redemption of Securities
35. Distribution of trust's securities by states............................... Distribution of Units
36. Suspension of sales of trust's securities.................................. None
37. Revocation of authority to distribute...................................... None
38. (a) Method of distribution................................................ Distribution of Units
(b) Underwriting agreements............................................... Distribution of Units
(c) Selling agreements.................................................... Distribution of Units
39. (a) Organization of principal underwriters................................ The Sponsors
(b) N.A.S.D. membership of principal underwriters......................... The Sponsors
40. Certain fees received by principal underwriters............................ The Sponsors
41. (a) Business of principal underwriters.................................... The Sponsors
(b) Branch offices of principal underwriters.............................. None
(c) Salesmen of principal underwriters.................................... Not Applicable
42. Ownership of trust's securities by certain persons......................... Not Applicable
43. Certain brokerage commissions received by
principal underwriters............................................. Not Applicable
44. (a) Method of valuation................................................... Summary of Essential Information, Statement of
Financial Condition, Liquidity, Distributions
(b) Schedule as to offering price......................................... Summary of Essential Information
(c) Variation in offering price to certain persons........................ Distribution of Units, Discounts
45. Suspension of redemption rights............................................ Not Applicable
46. (a) Redemption valuation.................................................. Summary of Essential Information, Market for Units,
Termination, Offering Price, Sponsors Repurchase,
Trustee Redemption
(b) Schedule as to redemption price....................................... Summary of Essential Information
</TABLE>

811937.1
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<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

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47. Maintenance of position in underlying securities.......................... Market for Units, Offering Price, Sponsors
Repurchase, Trustee Redemption

V. Information Concerning the Trustee or Custodian
48. Organization and regulation of trustee.................................... The Trustee
49. Fees and expenses of trustee.............................................. Trust Expenses and Charges
50. Trustee's lien............................................................ Trust Expenses and Charges

VI. Information Concerning Insurance of Holders of Securities
51. Insurance of holders of trust's securities................................ Not Applicable

VII. Policy of Registrant
52. (a) Provisions of trust agreement with respect to selection or
elimination of underlying securities............................. Portfolio Supervision, Substitution of Securities,
Trust Agreement and Amendment, Trust Termination
(b) Transactions involving elimination of underlying
securities....................................................... Not Applicable
(c) Policy regarding substitution or elimination of
underlying securities............................................ Portfolio Supervision, Substitution of Securities,
Trust Agreement and Amendment, Trust Termination
(d) Fundamental policy not otherwise covered............................. None
53. Tax status of trust....................................................... Tax Status

VIII. Financial and Statistical Information
54. Trust's securities during last ten years.................................. Not Applicable
55. Hypothetical account for issuers of periodic payment plans................ Not Applicable
56. Certain information regarding periodic payment certificates............... Not Applicable
57. Certain information regarding periodic payment plans...................... Not Applicable
58. Certain other information regarding
periodic payment plans............................................ Not Applicable
59. Financial statements (Instruction 1(c) to Form S-6)....................... Statement of Financial Condition

</TABLE>

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<PAGE>

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

McLaughlin, Piven, Vogel Industrial Trust
(the "Industrial Trust")

McLaughlin, Piven, Vogel Technology Trust
(the "Technology Trust")

A unit investment trust comprised of two separate portfolios whose investment
objective is to maximize total return through capital appreciation. The
Industrial Trust consists of a fixed portfolio of the 25 best performing stocks
on the S&P 500 Index*, as measured by price appreciation, during the
twelve-month period ending December 31, 1998. The Technology Trust consists of a
fixed portfolio comprised primarily of technology stocks which have had both
high trading volume on the Nasdaq* or New York Stock Exchange (NYSE)* and price
appreciation of 40% or greater, during the twelve-month period ending December
31, 1998.

Minimum purchase: [100] Units for individuals
[25] Units for custodial accounts and certain tax deferred
retirement plans

The Sponsors are McLaughlin, Piven, Vogel Securities, Inc. and Reich & Tang
Distributors, Inc.

This Prospectus consists of two parts. Part A contains the Summary of Essential
Information including descriptive material relating to the Trusts and the
Statement of Financial Condition of the Trusts. Part B contains general
information about the Trusts. Part A and Part B must be distributed together.
Read and retain this Prospectus for future reference.

* The Standard & Poor's 500 Index (S&P), The National Association of
Securities Dealers Automated Quotations System (Nasdaq) and The New
York Stock Exchange (NYSE) are not affiliated with the Sponsors and
have not participated in any way in the creation of the Trusts or in
the selection of the stocks included in the Trusts and has not
reviewed or approved any information included in this Prospectus.

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.

Prospectus dated April 20, 1999

808758.2
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THE INDUSTRIAL TRUST

SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit.

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Initial Date of Deposit of Securities in the Trust: April 20, 1999

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Aggregate Value of Securities: $ Rollover Notification Date**: June 30, 2000 or
another date as determined by the Sponsors.
Number of Units: Evaluation Time: 4:00 p.m. New York Time
Minimum Value of Trust: The Trust may be
Fractional Undivided Interest in Trust: 1/ terminated if the value of the Trust is less that 40%
of the aggregate value of the Securities at the
Public Offering Price per 100 Units: completion of the initial offering period.
Cusip Numbers: Cash:
Aggregate Value of Securities in Trust $ Reinvestment:
Plus Estimated Organization Costs* $ Trustee: The Chase Manhattan Bank
Trustee's Fee per 100 Units: $.86
Divided By ______ Units (times 100) $ Other Fees and Expenses per 100 Units: $.15
Plus Sales Charge of 4.495% of Public Sponsors: McLaughlin, Piven, Vogel Securities, Inc.
Offering Price $44.95 and Reich & Tang Distributors, Inc.
Agent for Sponsors: Reich & Tang Distributors,
Public Offering Price+ $1,000.00 Inc.
Sponsor's Repurchase Price And Sponsors' Portfolio Supervisory, Bookkeeping and
Redemption Price per 100 Units++: $ Administrative Fee per 100 Units: Maximum of
Minimum Income or Principal $.25 (see "Trust Expenses and Charges" in Part B).
Distribution per 100 Units: $1.00 Expected Settlement Date of Securities in the
Liquidation Period: Beginning on the Mandatory Trust: April 23, 1999
Termination Date and continuing for 40 days. Record Dates: June 15 and December 15
Termination Date: July 20, 2000 or the Distribution Dates: June 30 and December 31
disposition of the last Security in the Trust. Reinvestment Sales Charge: 1.00%
Mandatory Termination Date: The last day
of the Liquidation Period.

</TABLE>

- ------------
* Investors will reimburse the Sponsors for all or a portion of the costs
incurred in organizing and offering the Trust. These "organization costs"
include costs of preparing the registration statement, the Trust indenture
and other closing documents, registering units with the SEC and the states
and the initial audit of the Trust portfolio. The estimated organization
costs will be paid to the Sponsors from the assets of the Trust as of the
close of the initial offering period. To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trust. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs included in the Public
Offering Price will be reimbursed to the Sponsors.

** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.

+ On the Initial Date of Deposit, the only cash in the Income or Principal
Accounts will represent the estimated organization costs. Anyone
purchasing Units after such date will pay a Public Offering Price which
includes a pro rata share of any cash in such Accounts.

++ A Unitholder redeeming 2,500 Units or more may request redemptions be made
in-kind. The Trustee will distribute securities to the Unitholder's
McLaughlin, Piven, Vogel broker-dealer account at The Depository Trust
Company in book-entry form. As of the close of the initial offering
period, the Sponsors' Repurchase Price and Redemption Price for the Trust
will be reduced to reflect its estimated organization cost.

808758.2
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THE TECHNOLOGY TRUST

SUMMARY OF ESSENTIAL INFORMATION
As of April 19, 1999, the business day prior to the Initial Date of Deposit.

Initial Date of Deposit of Securities in the Trust: April 20, 1999

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Aggregate Value of Securities: $ Rollover Notification Date**: June 30, 2000 or
another date as determined by the Sponsors.
Number of Units: Evaluation Time: 4:00 p.m. New York Time.
Minimum Value of Trust: The Trust may be
Fractional Undivided Interest in Trust: 1/ terminated if the value of the Trust is less than 40%
of the aggregate value of the Securities at the
Public Offering Price per 100 Units: completion of the initial offering period.
Cusip Numbers: Cash:
Aggregate Value of Securities in Trust $ Reinvestment
Trustee: The Chase Manhattan Bank
Plus Estimated Organization Costs* $ Trustee's Fee per 100 Units: $.86

Divided By ______ Units (times 100) $ Other Fees and Expenses per 100 Units: $.15
Plus Sales Charge of 4.495% of Public Sponsors: McLaughlin, Piven, Vogel Securities, Inc.
Offering Price $44.95 and Reich & Tang Distributors, Inc.
Agent for Sponsors: Reich & Tang Distributors, Inc.
Public Offering Price+ $1,000.00 Sponsors' Portfolio Supervisory, Bookkeeping and
Sponsor's Repurchase Price And Administrative Fee per 100 Units: Maximum of
Redemption Price per 100 Units++: $ $.25 (see "Trust Expenses and Charges" in Part B).
Minimum Income or Principal Expected Settlement Date of Securities in the
Distribution per 100 Units: $1.00 Trust: April 23, 1999
Liquidation Period: Beginning on the Record Dates: June 15 and December 15
Mandatory Termination Date and continuing for 40 days. Distribution Dates: June 30 and December 31
Termination Date: July 20, 2000 or the Reinvestment Sales Charge: 1.00%
disposition of the last Security in the Trust.
Mandatory Termination Date: The last day of
Liquidation Period.

</TABLE>

** The date by which a Rollover Unitholder must elect to reinvest its
terminating distribution in an available series of the McLaughlin, Piven,
Vogel Family of Trusts, if offered.

808758.2
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FEE TABLE

This Fee Table is intended to help you to understand the costs and expenses that
you will bear directly or indirectly. See "Public Sale of Units" and "Trust
Expenses and Charges" in Part B. Although the Trusts are unit investment trusts
rather than mutual funds, this information is presented to permit a comparison
of fees.

Unitholder Transaction Expenses
(fees paid directly from your investment)

Industrial Trust Technology Trust
---------------- ----------------
As a % of Initial Amount per As a % of Initial Amount per
Offering Price 100 Units Offering Price 100 Units
----------------------- --------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Maximum Sales Charges 4.495% $ 44.95 4.495% $ 44.95
Imposed on Purchase
Maximum Sales Charge 1.00% $ 10.00 1.00% $ 10.00
Imposed Per Year on
Reinvested Dividends
Annual Trust ____% $ ____ ____% $ _____
Organizational Expenses

</TABLE>

Estimated Annual Fund Operating Expenses
(Expenses that are deducted from Trust assets)

Industrial Trust Technology Trust
---------------- ----------------
As a % of Initial Amount per As a % of Initial Amount per
Net Assets 100 Units Net Assets 100 Units
----------------------- --------------------- -------------------------- -------------------
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Trustee's Fee _____% $_______ _____% $_______
Other Operating Expenses _____% $_______ _____% $_______
Portfolio Supervision,
Bookkeeping and
Administrative Fees _____% $_______ _____% $_______
Total _____% $_______ _____% $_______

</TABLE>

808758.2
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Example

This Example is intended to help you compare the cost of investing in the Trusts
with the cost of investing in other unit trusts.

1 year

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This Example assumes that you invest $1,000 in the Trusts for the time periods
indicated, assuming the Trusts' estimated operating expense ratio of ._____%
for the Industrial Trust and .___% for the Technology Trust and a 5% return
on the investment throughout the period. Although your actual costs may be
higher or lower, based on these assumptions your costs would be...................$

Industrial Trust..................................................................$

Technology Trust..................................................................$

</TABLE>

The Example does not reflect sales charges on reinvested dividends. The
Example assumes reinvestment of all dividends and distributions and utilizes a
5% annual rate of return as mandated by Securities and Exchange Commission
regulations applicable to mutual funds. The Example should not be considered a
representation of past or future expenses or an annual rate of return; the
actual expenses and annual rate of return may be more or less than those assumed
for purposes of the Example.

808758.2
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INVESTMENT OBJECTIVE. The Trusts seek to maximize total return through capital
appreciation. There is no guarantee that the investment objective of the Trusts
will be achieved.

STRATEGY OF PORTFOLIO SELECTION. The Industrial Trust seeks to achieve its
investment objective by investing in a fixed portfolio of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation, during the
twelve-month period ending December 31, 1998. This strategy involves a 4-step
selection process:

Step 1: Calculate the price appreciation for each company listed
on the S&P 500 Index over the 12- month period ending
December 31, 1998.

Step 2: Select the 25 stocks which have the greatest price
appreciation.

Step 3: [Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).]

Step 4: Of the 25 stocks selected for the Trust, weigh the
stocks equally.

The Technology Trust seeks to achieve its investment objective by investing in a
fixed portfolio of 18 stocks, comprised primarily of technology companies which
have had both high trading volume and price appreciation, during the
twelve-month period ending December 31, 1998. This strategy also involves a
4-step selection process:

Step 1: Calculate the number of shares traded daily, for each
company listed on the Nasdaq and the NYSE, on each day the
Nasdaq and the NYSE were open over the twelve-month period
ending December 31, 1998.

Step 2: Identify: (i) the 12 stocks which have had the highest
number of shares traded on the Nasdaq during the
twelve-month period ending December 31, 1998 and from those
12 stocks select the stocks which have had price
appreciation of 40% or greater during the same period; and

(ii) the 40 stocks which had the highest number of shares
traded on the NYSE during the twelve-month period ending
December 31, 1998 and select the technology stocks which
have had price appreciation of 40% or greater during the
same period.

Step 3: [Eliminate non-ordinary common shares (including preferred
securities, rights and warrants) and foreign issues (except
American Depository Receipts).]

Step 4: Of the 18 stocks selected for the Trust, weigh the stocks
in the following manner:

o 10% in each of the first two companies to rank in the
top half of both the volume and price categories;

o 6.0% in each of the four companies that ranked highest
in the trading volume category and 6.0% in each of the
four companies that ranked highest in the price
appreciation category, excluding any company that was
already selected and received a 10% weighting; and

o 4.0% in each of the remaining companies.

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<PAGE>

The volume of shares traded daily on the Nasdaq (and NYSE) does not include
shares represented by options trading. The inclusion of shares represented by
options may have provided different results and therefore the selection of
stocks for inclusion in the Trusts may have differed.

DESCRIPTION OF PORTFOLIOS. The Industrial Portfolio contains 25 issues of
common stock. All 25 issues are domestic companies. 100% of the issues are
represented by the Sponsors' contracts to purchase. _____ stocks are listed on
the NYSE, ______ stocks are listed on the Nasdaq and _____ stocks are listed on
the American Stock Exchange (AMEX). Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Portfolio: Computer-Networking, %; Computer-Hardware, %; Computer-
Software, %; Electronic-Semiconducters, %; Equipment-Semiconductors,
%; and Telephone-Long distance, %. The Trust is concentrated in the
______________ industry.

The Technology Portfolio contains 18 issues of common stock. All 18 issues are
domestic companies. 100% of the issues are represented by the Sponsors'
contracts to purchase. 11 of the stocks are listed on the Nasdaq and the
remaining 7 are listed on the NYSE. Based upon the principal business of each
issuer and current market values, the following industries are represented in
the Portfolio: Computer-Hardware, %; Computer-Networking, %; Computer-
Software, %; Electronic-Semiconducters, %; Equipment-Semiconductors,
%; and Telephone-Long distance, %. The Trust is concentrated in the
[computer technology] industry.

A trust is considered to be "concentrated" in a particular category or industry
when the securities in that category or that industry constitute 25% or more of
the total assets of the portfolio.

RISK CONSIDERATIONS. Unitholders can lose money by investing in the Trusts.
The value of the Units and the Securities in the Trusts can each decline in
value. An investment in Units of the Trusts should be made with an understanding
of the following risks:

o An investment in common stocks includes the risk that the financial
condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of
which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units).

o Since the portfolios of the Trusts are fixed and "not managed", in
general, the Sponsors can sell Securities only at the Trusts'
termination or in order to meet redemptions. As a result, the price
at which each Security is sold may not be the highest price it
attained during the life of the Trusts.

o When cash or a letter of credit is deposited with instructions to
purchase securities in order to create additional Units, an
increase in the price of a particular security between the time of
deposit and the time that securities are purchased will cause the
Units to be comprised of less of that security and more of the
remaining securities. In addition, brokerage fees incurred in
purchasing the Securities will be an expense of the Trusts.

o Securities price fluctuations during the period from the time of
deposit to the time the Securities are purchased, and payment of
brokerage fees, will affect the value of every Unitholder's Units
and the income per Unit received by the Trusts.

o Some of the Securities are currently listed on the Nasdaq stock
market. The existence of a liquid trading market for certain
Securities may depend on whether dealers will make a market in such
Securities. There can be no assurance that a market will be made
for any of the Securities, that any market for the Securities will
be maintained or that any such market will be or remain liquid. The

808758.2
A-7

<PAGE>

price at which the Securities may be sold and the value of the
Trusts will be adversely affected if trading markets for the
securities are limited or absent.

o There is no assurance that any dividends will be declared or paid
in the future on the Securities.

o Since the Trusts are concentrated in stocks which derive a
substantial portion of their income from the computer technology
industry, investors should be familiar with the risks associated
with the computer technology industry which may include greater
government regulations and products that may become obsolete.

o Investors should also consider the greater risk of the Trusts'
concentration and the effect on their investment versus a more
diversified portfolio. Investors should compare returns available
in less concentrated portfolios before making an investment
decision.

PUBLIC OFFERING PRICE. The Public Offering Price per 100 units of the Trusts
is calculated by:

o dividing the aggregate value of the underlying securities and cash
held in the Trusts (representing the estimated organizational
costs) by the number of units outstanding;

o adding a sales charge of 4.495% (4.707% of the net amount
invested); and

o multiplying the result by 100.

In addition, during the initial offering period, the Public Offering Price per
100 units will include an amount sufficient to reimburse the Sponsors for the
payment of all or a portion of the estimated organizational costs of the Trusts.
The price of a single unit, or any multiple thereof, is calculated by dividing
the Public Offering Price per 100 units by 100 and multiplying by the number of
units. The Public Offering Price per Unit will vary on a daily basis in
accordance with fluctuations in the aggregate value of the underlying Securities
and each investor's purchase price will be computed as of the date the Units are
purchased. During the initial offering period, orders involving at least 25,000
Units will be entitled to a volume discount from the Public Offering Price.

DISTRIBUTIONS. The Trust will distribute any dividends received, less expenses,
semi-annually. The first dividend distribution will be made on June 30, 1999 to
all Unitholders of record on June 15, 1999 and thereafter distributions will be
made on the last business day of every June and December. The final distribution
will be made within a reasonable period of time after the Trusts terminate.

MARKET FOR UNITS. Unitholders may sell their Units to the Sponsors or the
Trustee at any time, without fee or penalty. The Sponsors intend to repurchase
Units from Unitholders throughout the life of the Trusts at prices based upon
the market value of the underlying Securities. However, the Sponsors are not
obligated to maintain a market and may stop doing so without prior notice for
any business reason. If a market is not maintained, a Unitholder will be able to
redeem his Units with the Trustee at the same price. The existence of a liquid
trading market for the Securities in the Trusts may depend on whether dealers
will make a market in these Securities. There can be no assurance of the making
or the maintenance of a market for any of the Securities contained in the
portfolio of the Trusts or of the liquidity of the Securities in any markets
made. The price at which the Securities may be sold to meet redemptions and the
value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.

AUTOMATIC REDEMPTION. Any transfer of Units by Unitholders from their
McLaughlin, Piven, Vogel brokerage account will result in the automatic
redemption of those Units.

808758.2
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<PAGE>

TERMINATION. The Trusts will terminate in approximately fifteen months. During
the Liquidation Period, Securities will be sold in connection with the
termination of the Trust. All Securities will be sold or distributed by the
Mandatory Termination Date. The Sponsors do not anticipate that the Liquidation
Period will be longer than seven days, and it could be as short as one day,
depending on the liquidity of the Securities being sold. Unitholders may elect
one of the following three options in receiving their terminating distributions:

o receive their distribution in-kind, if they own at least 2,500
Units;

o receive cash upon the liquidation of their pro rata share of the
Securities; or

o reinvest in a subsequent series of the McLaughlin, Piven, Vogel
Family of Trusts (if one is offered), at a reduced sales charge.

ROLLOVER OPTION. Unitholders may elect to rollover their terminating
distributions into the next available series of McLaughlin, Piven, Vogel Family
of Trusts, at a reduced sales charge. Rollover Unitholders must make this
election on or prior to the Rollover Notification Date. When Unitholders make
this election, their Units will be redeemed and the proceeds will be reinvested
in units of the next available series of McLaughlin, Piven, Vogel Family of
Trusts. An election to rollover terminating distributions will generally be a
taxable event. See "Administration of the Trust -- Trust Termination" in Part B
for details to make this election.

REINVESTMENT PLAN. Unitholders may elect to automatically reinvest any
distributions they may receive (except the final distribution made at
termination) into additional Units of the Trusts at a reduced sales charge of
1.00%. See "Reinvestment Plan" in Part B for details on how to enroll in the
Reinvestment Plan.

UNDERWRITING. McLaughlin, Piven, Vogel Securities, Inc., with principal offices
at 30 Wall Street, New York, New York 10005, will act as Underwriter for all of
the Units of McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust.

808758.2
A-9

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,

MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

STATEMENTS OF FINANCIAL CONDITION, AS OF APRIL 20, 1999

ASSETS

Industrial Technology
Trust Trust
<S> <C> <C>

Investment in Securities __ Sponsor's Contracts to Purchase
Underlying Securities Backed by Letter of Credit (cost Industrial Trust:
$______; Technology Trust: $______) (Note 1)......................................... $ $

Cash ......................................................................................

Total ...................................................................................... $ $
======= =======

</TABLE>

LIABILITIES AND INTEREST OF UNITHOLDERS

<S> <C> <C>
Reimbursement to Sponsors for Organization Costs (Note 2)..................................... $ $

Interest of Unitholders -- Units of Fractional
Undivided Interest Outstanding (Industrial Trust: _____ Units;
Technology Trust: _____ Units).......................................................

Total......................................................................................... $ $
======= =======

Net Asset Value per Unit...................................................................... $ $
======= =======

</TABLE>

Notes to Statements of Financial Condition:
The preparation of financial statements in accordance with generally accepted
accounting principles requires Trust management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual results can
differ from those estimates.

(1) McLaughlin, Piven, Vogel Family of Trusts, the McLaughlin, Piven,
Vogel Industrial Trust and the McLaughlin, Piven, Vogel Technology Trust (the
"Trusts") are unit investment trusts created under the laws of the State of New
York and registered under the Investment Company Act of 1940. The objective of
the Trusts, jointly sponsored by McLaughlin, Piven, Vogel Securities, Inc. and
Reich & Tang Distributors, Inc., the Sponsors, is to maximize total return
through capital appreciation. On April 20, 1999, the Date of Deposit, Portfolio
Deposits were received by The Chase Manhattan Bank, the Trusts' Trustee, in the
form of executed securities transactions, in exchange for units of the Trusts.
An irrevocable letter of credit issued by BankBoston in an amount of $200,000
has been deposited with the Trustee for the benefit of the Trusts to cover the
purchases of such Securities as well as any outstanding purchases of
previously-sponsored unit investment trusts of the Sponsors. Aggregate cost to
the Trusts of the Securities listed in the Portfolio is determined by the
Trustee on the basis set forth under "Public Sale of Units -- Public Offering
Price" as of 4:00 p.m. on April 19, 1999. The Trusts will terminate on
__________, 2000 or earlier under certain circumstances as further described in
the Prospectus.

(2) A portion of the Public Offering Price consists of cash in an amount
sufficient to reimburse the Sponsors for the per Unit portion of all or part of
the costs of establishing the Trusts. These costs have been estimated at $____
per 100 Units for the Industrial Trust and $_______ per 100 Units for the
Technology Trust. A payment will be made as of the close of the initial public
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsors will be satisfied. To the extent
that actual organization costs are less than the estimated amount, only the
actual organization costs will be deducted from the assets of the Trusts.

808758.2
A-10

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST

PORTFOLIO

AS OF APRIL 19, 1999

Market
Value of
Stocks as a
Number Percentage Market Cost of
Portfolio of Ticker of the Value Per Securities to
No. Shares Name of Issuer (1) Symbol Trust (2) Share the Trust (3)
--- ------ ------------------ -------- --------- -------- -------------

<S> <C> <C> <C> <C> <C> <C>
1 Amgen Inc AMGN % $ $

2 Apple Computer Inc AAPL

3 Ascend Communications Inc ASND

4 Capital One Financial Corp COF

5 Charles Schwab Corp SCH

6 Cisco Systems Inc CSCO

7 Dell Computer Corp DELL

8 EMC Corp/MA EMC

9 Gap Inc GPS

10 Home Depot Inc HD

11 Lowes Cos LOW

12 Lucent Technologies Inc. LU

13 MCI Worldcom Inc WCOM

14 Micron Technology Inc MU

15 Microsoft Corp MSFT

16 Novell Inc NOVL

17 Oracle Corp ORCL

18 Providian Financial Corp PVN

19 Solectron Corp SLR

20 Staples Inc SPLS

21 Sun Microsystems Inc SUNW

22 Tele-Comm TCI Grp - Ser A TCOMA

23 Time Warner Inc TWK

24 Unisys Corp UIS

25 Wal-Mart Stores Inc WMT

Total Investment in Securities 100.00% $
======== ========

</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on April 19, 1999.
All such contracts are expected to be settled on or about the First Settlement
Date of the Trust which is expected to be April 23, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date of
Deposit. The Sponsors' Purchase Price is $________. The Sponsors' Loss on the
Initial Date of Deposit is $_____.

808758.2
A-11

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL
FAMILY OF TRUSTS
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

PORTFOLIO

AS OF APRIL 19, 1999

<S> <C> <C> <C> <C> <C>
1 America Online Inc AOL % $ $

2 Applied Materials Inc AMAT

3 Ascend Communications Inc ASND

4 Cisco Systems Inc CSCO

5 Compaq Computer Corp CPQ

6 Dell Computer Corp DELL

7 EMC Corp/MA EMC

8 Intel Corp INTC

9 Intl Business Machines Corp IBM

10 Lucent Technologies Inc. LU

11 MCI Worldcom Inc WCOM

12 Micron Technology Inc MU

13 Microsoft Corp MSFT

14 Netscape Communications Corp NSCP

15 Oracle Corp ORCL

16 Sun Microsystems Inc SUNW

17 Texas Instruments Inc TXN

18 Yahoo Inc. YHOO

Total Investment in Securities 100.00% $
======== ===========

</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Contracts to purchase the Securities were entered into on April 19, 1999.
All such contracts are expected to be settled on or about the First
Settlement Date of the Trust which is expected to be April 23, 1999.
(2) Based on the cost of the Securities to the Trust.
(3) Evaluation of Securities by the Trustee was made on the basis of closing
sales prices at the Evaluation Time on the day prior to the Initial Date
of Deposit. The Sponsors' Purchase Price is $________. The Sponsors' Loss
on the Initial Date of Deposit is $_____.

808758.2
A-12

<PAGE>

REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSORS AND TRUSTEE
MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

We have audited the accompanying Statement of Financial Condition of
McLaughlin, Piven, Vogel Family of Trusts, The McLaughlin, Piven, Vogel
Industrial Trust and the McLaughlin, Piven, Vogel Technology Trust, including
the Portfolio, as of April 19, 1999. This financial statement is the
responsibility of the Trust's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation with The Chase Manhattan Bank, Trustee, of an irrevocable letter of
credit deposited for the purchase of securities, as shown in the financial
statement as of April 19, 1999. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of McLaughlin, Piven,
Vogel Family of Trusts, The McLaughlin, Piven, Vogel Industrial Trust and the
McLaughlin, Piven, Vogel Technology Trust, at April 19, 1999, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

New York, New York
April 19, 1999

808758.2
A-13

<PAGE>

[This page intentionally left blank]

808758.2
A-14

<PAGE>

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS

MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST

MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST

PROSPECTUS -- Part B

Part B of This Prospectus May Not Be
Distributed Unless Accompanied by
Part A

THE TRUSTS

ORGANIZATION. The Trusts were created under New York State law
pursuant to a Trust Agreement ("Indenture") among McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc., as Sponsors, and The Chase
Manhattan Bank, as Trustee.

On the Initial Date of Deposit, (i) the Sponsors deposited with the
Trustee common stock, including contracts for the purchase of certain such
securities (collectively, the "Securities") and cash or an irrevocable letter of
credit issued by a major commercial bank in the amount required for such
purchases, and (ii) the Trustee, in exchange for the Securities, registered on
the registration books of the Trusts the Sponsors' ownership of all Units of the
Trusts. As used herein, the term "Securities" means the common stocks initially
deposited in the Trusts and described in "Portfolio" in Part A and any
additional common stocks acquired and held by the Trusts pursuant to the
provisions of the Indenture.

As of the Initial Date of Deposit, a "Unit" represents a fractional
undivided interest or pro rata share in the Securities and cash of the Trusts as
is set forth in the "Summary of Essential Information." As additional Units are
issued by the Trusts as a result of the deposit of Additional Securities, as
described below, the aggregate value of the Securities in the Trusts will be
increased and the fractional undivided interest in the Trusts represented by
each Unit will be decreased. To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest or pro rata share in such Trusts
represented by each unredeemed Unit will increase, although the actual interest
in such Trusts represented by such fraction will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by Unitholders,
which may include the Sponsors, or until the termination of the Trust Agreement.

The contracts to purchase Securities deposited initially in the Trusts
are expected to settle in three business days, in the ordinary manner for such
Securities. Settlement of the contracts for Securities is thus expected to take
place prior to the settlement of purchase of Units on the Initial Date of
Deposit.

DEPOSIT OF ADDITIONAL SECURITIES. During the 90-day period following the
Initial Date of Deposit (the "Deposit Period"), the Sponsors may deposit
additional Securities in the Trusts that are substantially similar to the
Securities already deposited in the Trusts ("Additional Securities"), contracts
to purchase Additional Securities or cash with instructions to purchase
Additional Securities, in order to create additional Units, maintaining to the
extent practicable the original proportionate relationship of the number of
shares of each Security in the Trusts' portfolios on the Initial Date of
Deposit. These additional Units, which will result in an increase in the number
of Units outstanding, will each represent, to the extent practicable, an
undivided interest in the same number and type of securities of identical
issuers as are represented by Units issued on the

808758.2
B-1

<PAGE>

Initial Date of Deposit. The proportionate relationship among the Securities in
the Trust will be adjusted to reflect the occurrence of a stock dividend, a
stock split or a similar event which affects the capital structure of the issuer
of a Security in the Trust but which does not affect the Trust's percentage
ownership of the common stock equity of such issuer at the time of such event.
It may not be possible to maintain the exact original proportionate relationship
among the Securities deposited on the Initial Date of Deposit because of, among
other reasons, purchase requirements, changes in prices, or unavailability of
Securities. Deposits of Additional Securities in the Trusts subsequent to the
Deposit Period must replicate exactly the existing proportionate relationship
among the number of shares of Securities in the Trusts' portfolios. Substitute
Securities may be acquired under specified conditions when Securities originally
deposited in the Trusts are unavailable (see "The Trusts Substitution of
Securities").

INVESTMENT OBJECTIVE. The investment objective of the Trusts is to
maximize total return through capital appreciation. There is no guarantee that
the investment objective of the Trusts will be achieved.

Achievement of this investment objective is dependent upon several
factors including any appreciation or depreciation in value of the Securities,
the full range of economic and market influences affecting corporate
profitability, the financial condition of issuers and the prices of equity
securities in general and the Securities in particular. In addition, because of
other factors including Trust sales charges and expenses, unequal weightings of
stock, brokerage costs and any delays in purchasing securities with cash
deposited, investors in the Trusts may not realize as high a total return as the
theoretical performance of the underlying stocks in the Trusts. Since the
Sponsors may deposit additional Securities in connection with the sale of
additional Units, the yields on these Securities may change subsequent to the
Initial Date of Deposit.

STRATEGY OF PORTFOLIO SELECTION. The Industrial Trust seeks to achieve
its investment objective by investing in a fixed portfolio of the 25 best
performing stocks on the S&P 500 Index, as measured by price appreciation,
during the twelve-month period ending December 31, 1998. The strategy involves a
4- step selection process:

Step 1: Calculate the price appreciation for each company
listed on the S&P 500 Index over the 12-month period
ending December 31, 1998.

Step 2: Select the 25 stocks which have the greatest price
appreciation.

Step 3: [Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).]

Step 4: Of the 25 stocks selected for the Trust, weigh the
stocks equally.

The Technology Trust seeks to achieve its investment objective by
investing in a fixed portfolio of 18 stocks, comprised primarily of technology
companies which have had both high trading volume and price appreciation, during
the twelve-month period ending December 31, 1998. The strategy also involves a
4-step selection process:

Step 1: Calculate the number of shares traded daily, for
each company listed on the Nasdaq and the NYSE, on
each day the Nasdaq and the NYSE were open over the
twelve-month period ending December 31, 1998.

Step 2: Identity: (i) the 12 stocks which have had the
highest number of shares traded on the Nasdaq during
the twelve-month period ended December 31, 1998 and
from those 12

808758.2
B-2

<PAGE>

stocks select the stocks which have had price
appreciation of 40% or greater during the same period;
and

(ii) the 40 stocks which had the highest number of
shares traded on the NYSE during the twelve-month
period ending December 31, 1998 and select the
technology stocks which have had price appreciation of
40% or greater during the same period.

Step 3: [Eliminate non-ordinary common shares (including
preferred securities, rights and warrants) and foreign
issues (except American Depository Receipts).]

Step 4: Of the 18 stocks selected for the Trust, weigh the
stocks in the following manner:

o 10% in each of the first two companies to rank in
the top half of both the volume and price
categories;

o 6.0% in each of the four companies that ranked
highest in the trading volume category and 6.0% in
each of the four companies that ranked highest in
the price appreciation category, excluding any
company that was already selected and received a
10% weighting; and

o 4.0% in each of the remaining companies.

THE SECURITIES. Nasdaq. Trading on the Nasdaq Stock Market began in
February 1971. Nasdaq stands for the National Association of Securities Dealers
Automated Quotations Systems. Nasdaq is an electronic dealer exchange (there is
no physical trading floor) on which dealers trade securities by setting a buy
and sell price. On Nasdaq, trading is executed through a computer and
telecommunications network and trades more shares per day than any other major
United States market. Approximately 5,100 domestic and foreign companies are
listed on the Nasdaq. The Nasdaq Stock Market is the United States'
second-largest securities market after the New York Stock Exchange. Nasdaq's
share volume reached over 202 billion shares in 1998 and dollar volume reached
nearly $5.8 trillion. In 1998, Nasdaq share volume was greater than that of all
other U.S. stock markets. In addition, in 1998 Nasdaq listed 273 U.S. initial
public offerings, which is 4 times more than any other U.S. stock market.

The Nasdaq stock market is operated by the Nasdaq Stock Market, Inc., an
independent subsidiary of the National Association of Securities Dealers, Inc.
(NASD). Companies listed on the Nasdaq are separated into two major
classifications, the Nasdaq SmallCap Market, for small to medium-sized
companies, and the Nasdaq National Market, for larger companies with higher
capitalization. The Nasdaq Stock Market includes companies of every type and
every size, in every stage of development. Although companies listed on Nasdaq
represent a broad spectrum of industries including agriculture, mining,
construction, manufacturing, transportation, retail, banking and insurance, just
to name a few, the greatest industry concentrations of companies listed on the
Nasdaq are in information technology (including computer technology),
telecommunications, pharmaceuticals, biotechnology, finance, banking and
insurance.

The recent acquisition by the NASD of the American Stock Exchange (AMEX),
a floor-based trading system, has not altered or affected the Nasdaq system.
Each market will continue to function as an independent subsidiary.

808758.2
B-3

<PAGE>

NYSE. The New York Stock Exchange (NYSE) is the world's largest equity
market. The NYSE is a floor- based, auction market trading system. In 1998,
there were approximately 674 million shares traded each day. Approximately 3,100
domestic and foreign companies are listed on the NYSE with over 242 billion
shares outstanding and total market capitalization of nearly $12 trillion.

The NYSE consists of large, mid-sized and smaller companies in all
business sectors. Moreover, virtually every leading industrial, financial and
service corporation is listed on the NYSE. To be considered for listing on the
NYSE, a company must meet specified levels of net earnings, assets, and trading
volume, and its shares must be widely held by investors.

S&P 500 Index. The S&P 500 includes a representative example of leading
companies in leading industries. The S&P 500 is used by 97% of U.S. money
managers and pension plan sponsors and the market value of the 500 companies
contained in this index is approximately $10.4 trillion. Stocks in the S&P
represent approximately 80% of the market value of all publicly traded common
stock in the United States although the 500 companies represent only 7% of the
publicly traded companies in the United States.

The S&P 500 is widely regarded as the standard for measuring large-cap
U.S. stock market performance and is also a barometer for overall stock market
performance . The S&P focuses on large cap U.S. companies in leading sectors
such as industrial, transportation, financial and utility. Stocks are chosen for
this index based on market size, liquidity and industry group representation.
NYSE companies make up approximately 91.6% of the S&P 500, Nasdaq companies
account for approximately 8.0% and AMEX companies account for approximately 0.4%
of this index.

SUBSTITUTION OF SECURITIES. In the event of a failure to deliver any
Security that has been purchased for the Trusts under a contract ("Failed
Securities"), the Sponsors are authorized under the Trust Agreement to direct
the Trustee to acquire other securities ("Substitute Securities") to make up the
original corpus of the Trusts.

The Substitute Securities must be purchased within 20 days after delivery
of the notice of the failed contract. Where the Sponsors purchase Substitute
Securities in order to replace Failed Securities, the purchase price may not
exceed the purchase price of the Failed Securities and the Substitute Securities
must be substantially similar to the Securities originally contracted for and
not delivered.

Whenever a Substitute Security has been acquired for the Trusts, the
Trustee shall, within five days thereafter, notify all Unitholders of the Trusts
of the acquisition of the Substitute Security and the Trustee shall, on the next
Distribution Date which is more than 30 days thereafter, make a pro rata
distribution of the amount, if any, by which the cost to the Trusts of the
Failed Security exceeded the cost of the Substitute Security.

In the event no substitution is made, the proceeds of the sale of
Securities will be distributed to Unitholders as set forth under "Rights of
Unitholders -- Distributions." In addition, if the right of substitution shall
not be utilized to acquire Substitute Securities in the event of a failed
contract, the Sponsor will cause to be refunded the sales charge attributable to
such Failed Securities to all Unitholders, and distribute the principal and
dividends, if any, attributable to such Failed Securities on the next
Distribution Date.

RISK CONSIDERATIONS

COMMON STOCK. An investment in Units should be made with an understanding
of the risks inherent in any investment in common stocks including the risk that
the financial condition of the issuers of the Securities may become impaired or
that the general condition of the stock market may worsen (both of which may

808758.2
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<PAGE>

contribute directly to a decrease in the value of the Securities and thus in the
value of the Units). Additional risks include those associated with the right to
receive payments from the issuer which is generally inferior to the rights of
creditors of, or holders of debt obligations or preferred stock issued by the
issuer. Holders of common stocks have a right to receive dividends only when,
if, and in the amounts declared by the issuer's board of directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stocks usually have the right to receive dividends at a fixed rate
when and as declared by the issuer's board of directors, normally on a
cumulative basis. Dividends on cumulative preferred stock must be paid before
any dividends are paid on common stock and any cumulative preferred stock
dividend which has been omitted is added to future dividends payable to the
holders of such cumulative preferred stock. Preferred stocks are also usually
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks generally entail less risk than common
stocks.

Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which can adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. 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. The value of the common stocks
in the Trusts thus may be expected to fluctuate over the life of the Trusts to
values higher or lower than those prevailing on the Initial Date of Deposit.

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

[COMPUTER TECHNOLOGY INDUSTRY. The Trusts may be considered to be
concentrated in the common stock of companies engaged in the computer technology
industry. As discussed, the value of the Units of the Trusts may be susceptible
to various factors affecting this industry. Companies in the rapidly changing
field of computer technology face special risks. For example, their products or
services may not prove commercially successful or may become obsolete quickly.
As such, the Trusts may not be an appropriate investment for individuals who are
not long-term investors and whose primary objective is safety of principal or
stable income from their investments. The computer technology and computer
technology-related industries may be subject to greater governmental regulation
than many other industries and changes in governmental policies and the need for
regulatory approvals may have a material adverse effect on these industries.
Additionally, companies in these industries may be subject to risks of
developing computer technologies, competitive pressures and other factors and
are dependent upon consumer and business acceptance as new computer technologies
evolve.]

The Sponsors believe that the information summarized above for the
[computer technology] industry describes some of the more significant aspects
relating to the risks associated with investing in the Trusts which may have a
"concentration" in this industry. The sources of such information are obtained
from research reports

808758.2
B-5

<PAGE>

as well as other publicly available documents. While the Sponsors have not
independently verified this information, they have no reason to believe that
such information is not correct in all material respects.

FIXED PORTFOLIO. Unlike a "managed" investment company in which there may
be frequent changes in the portfolio of securities based upon economic,
financial and market analyses, the adverse financial condition of a company will
not result in the elimination of its securities from the portfolio of the
Trusts. In the event a public tender offer is made for a Security or a merger or
acquisition is announced affecting a Security, the Sponsor may instruct the
Trustee to tender or sell the Security on the open market when, in its opinion,
it is in the best interests of the Unitholders to do so. All the Securities in
the Trusts are liquidated or distributed during the Liquidation Period. Since
the Trusts will not sell Securities in response to ordinary market fluctuation,
but only at the Trusts' termination or upon the occurrence of certain events,
the amount realized upon the sale of the Securities may not be the highest price
attained by an individual Security during the life of the Trusts. Some of the
Securities in the Trusts may also be owned by other clients of the Sponsors and
their affiliates. However, because these clients may have differing investment
objectives, the Sponsors may sell certain Securities from those accounts in
instances where a sale by the Trusts would be impermissible, such as to maximize
return by taking advantage of market fluctuations. Although the Trusts are
regularly reviewed and evaluated and the Sponsor may instruct the Trustee to
sell Securities under certain limited circumstances, Securities will not be sold
by the Trusts to take advantage of market fluctuations or changes in anticipated
rates of appreciation.

ADDITIONAL SECURITIES. Investors should be aware that in connection with
the creation of additional Units subsequent to the Initial Date of Deposit, the
Sponsors may deposit Additional Securities, contracts to purchase Additional
Securities or cash with instructions to purchase Additional Securities, in each
instance maintaining the original proportionate relationship, subject to
adjustment under certain circumstances, of the numbers of shares of each
Security in the Trusts. To the extent the price of a Security increases or
decreases between the time cash is deposited with instructions to purchase the
Security and the time the cash is used to purchase the Security, Units may
represent less or more of that Security and more or less of the other Securities
in the Trusts. Brokerage fees (if any) incurred in purchasing Securities with
cash deposited with instructions to purchase the Securities will be an expense
of the Trusts. Price fluctuations between the time of deposit and the time the
Securities are purchased, and payment of brokerage fees, will affect the value
of every Unitholder's Units and the Income per Unit received by the Trusts.

In particular, Unitholders who purchase Units during the initial offering
period will experience a dilution of their investment as a result of any
brokerage fees paid by the Trusts during subsequent deposits of Additional
Securities purchased with cash deposited. In order to minimize these effects,
the Trusts will try to purchase Securities as near as possible to the Evaluation
Time or at prices as close as possible to the prices used to evaluate Trust
Units at the Evaluation Time. In addition, subsequent deposits to create such
additional Units will not be covered by the deposit of a bank letter of credit.
In the event that the Sponsors do not deliver cash in consideration for the
additional Units delivered, the Trusts may be unable to satisfy their contracts
to purchase the Additional Securities. The failure of the Sponsors to deliver
cash to the Trusts, or any delays in the Trusts receiving such cash, may have
significant adverse consequences for the Trusts.

YEAR 2000 ISSUE. Many existing computer programs use only two digits to
identify a year in the date field and were designed and developed without
considering the impact of the upcoming change in the century. Therefore, the
year "2000" will be incorrectly identified as the year "1900". If not corrected,
many computer applications can fail or create erroneous results by or at the
Year 2000, requiring substantial resources to remedy. The Sponsors and Trustee
believe that the "Year 2000" problem is material to their business and
operations and may have a material adverse effect on the Sponsors' and the
Trustee's results of operations and, in turn, cash available for distribution by
the Trustee. Although the Sponsors and the Trustee are addressing the problem
with respect to their business operations, there can be no assurance that the
"Year 2000" problem will

808758.2
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<PAGE>

be properly or timely resolved. The "Year 2000" problem may also adversely
affect issuers of the Securities contained in the Trusts to varying degrees
based upon various factors. The Sponsors are unable to predict what effect, if
any, the "Year 2000" problem will have on such issuers.

TERMINATION. The Trusts may be terminated at any time and all outstanding
Units liquidated if the net asset value of each Trust falls below 40% of the
aggregate net asset value of each Trust at the completion of the initial public
offering period. Investors should note that if the net asset value of each Trust
should fall below the applicable minimum value, the Sponsors may then terminate
each Trust, at their sole discretion, prior to the Mandatory Termination Date
specified in the Summary of Essential Information.

LEGAL PROCEEDINGS AND LEGISLATION. At any time after the Initial Date of
Deposit, legal proceedings may be initiated on various grounds, or legislation
may be enacted, with respect to the Securities in the Trusts or to matters
involving the business of the issuer of the Securities. There can be no
assurance that future legal proceedings or legislation, regulation or
deregulation will not have a material adverse effect on the Trusts or will not
impair the ability of the issuers of the Securities to achieve their business
goals.

TAX STATUS

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

In rendering the opinion set forth below, Battle Fowler LLP has examined
the Agreement, the final form of Prospectus dated the date hereof and the
documents referred to therein, among others, and has relied on the validity of
said documents and the accuracy and completeness of the facts set forth therein.
In the Opinion of Battle Fowler LLP, special counsel for the Sponsors, under
existing law:

1. The Trusts will be classified as grantor trusts for Federal
income tax purposes and not as partnerships or associations taxable as
corporations. Classification of the Trusts as grantor trusts will cause
the Trusts not to be subject to Federal income tax, and will cause the
Unitholders of the Trusts to be treated for Federal income tax purposes
as the owners of a pro rata portion of the assets of the Trusts. All
income received by the Trusts will be treated as income of the
Unitholders in the manner set forth below.

2. The Trusts are not subject to the New York Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Unitholder who is a New York resident, however, a pro rata portion of all
or part of the income of the Trusts will be treated as income of the
Unitholder under the income tax laws of the State and City of New York.
Similar treatment may apply in other states.

3. During the 90-day period subsequent to the initial issuance
date, the Sponsors reserve the right to deposit Additional Securities
that are substantially similar to those deposited in initially
establishing the Trusts. This retained right falls within the guidelines
promulgated by the IRS and should not affect the taxable status of the
Trusts.

A taxable event will generally occur with respect to each Unitholder when
the Trusts dispose of a Security (whether by sale, exchange or redemption) or
upon the sale, exchange or redemption of Units by the Unitholder. The price a
Unitholder pays for its Units, including sales charges, is allocated among its
pro rata portion of each Security held by the Trusts (in proportion to the fair
market values thereof on the date the Unitholder purchases its Units) in order
to determine its initial cost for its pro rata portion of each Security held by
the Trusts.

808758.2
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For Federal income tax purposes, a Unitholder's pro rata portion of
dividends paid with respect to a Security held by the Trusts is taxable as
ordinary income to the extent of such corporation's current or accumulated
earnings and profits. A Unitholder's pro rata portion of dividends paid on a
Security that exceed current and accumulated earnings and profits will first
reduce a Unitholder's tax basis in the Security, and to the extent that such
dividends exceed a Unitholder's tax basis in the Security will generally be
treated as a capital gain.

A Unitholder's portion of gain, if any, upon the sale, exchange or
redemption of Units or the disposition of Securities held by the Trusts will
generally be considered a capital gain and will be long-term if the Unitholder
has held its Units (and the Trust has held the Securities) for more than one
year. Capital gains realized by corporations are generally taxed at the same
rates applicable to ordinary income, but non-corporate taxpayers who realize
long-term capital gains may be subject to a reduced tax rate of 20%, rather than
the "regular" maximum tax rate of 39.6%. Tax rates may increase prior to the
time when Unitholders may realize gains from the sale, exchange or redemption of
the Units or Securities.

A Unitholder's portion of loss, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trusts will generally be
considered a capital loss and will be long-term if the Unitholder has held its
Units (and the Trust has held the Securities) for more than one year. Capital
losses are deductible to the extent of capital gains; in addition, up to $3,000
of capital losses ($1,500 for married individuals filing separately) recognized
by non-corporate Unitholders may be deducted against ordinary income.

A Unitholder that itemizes its deductions may also deduct its pro rata
share of the fees and expenses of the Trusts, but only to the extent that such
amounts, together with the Unitholder's other miscellaneous deductions, exceed
2% of its adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.

After the end of each calendar year, the Trustee will furnish to each
Unitholder an annual statement containing information relating to the dividends
received by the Trusts on the Securities, the gross proceeds received by the
Trusts from the disposition of any Security, and the fees and expenses paid by
the Trusts. The Trustee will also furnish annual information returns to each
Unitholder and to the Internal Revenue Service.

A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to its pro rata portion of dividends
taxable as ordinary income received by the Trusts from a domestic corporation or
from a qualifying foreign corporation in the same manner as if such corporation
directly owned the Securities paying such dividends. However, a corporation
owning Units should be aware that Sections 246 and 246A of the Code impose
additional limitations on the eligibility of dividends for the 70% dividends
received deduction. These limitations include a requirement that stock (and
therefore Units) must generally be held at least 46 days (as determined under
Section 246(c) of the Code) during the 90-day period beginning on the date that
is 45 days before the date on which the stock becomes ex-dividend. Moreover, the
allowable percentage of the deduction will be reduced if a corporate Unitholder
owns stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation.

As discussed in the section "Termination", each Unitholder may have three
options in receiving his termination distributions, namely (i) to receive its
pro rata share of the underlying Securities in kind, (ii) to receive cash upon
liquidation of its pro rata share of the underlying Securities, or (iii) to
invest the amount of cash it will receive upon the liquidation of its pro rata
share of the underlying Securities in units of a future series of the Trusts (if
one is offered). A Unitholder that chooses option (i) should be treated as
merely exchanging its undivided pro rata ownership of Securities held by the
Trusts for sole ownership of a proportionate share of Securities, and therefore
the transaction should be tax free to the extent the Securities are

808758.2
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<PAGE>

received. Alternatively, the transaction may be treated as an exchange that will
qualify for nonrecognition treatment to the extent the Unitholder is exchanging
its undivided interest in all of the Trusts' Securities for its proportionate
number of shares of the underlying Securities. In either instance, the
transaction should result in a non-taxable event for the Unitholder to the
extent Securities are received. However, there is no specific authority
addressing the income tax consequences of an in-kind distribution from a grantor
trust.

Entities that generally qualify for an exemption from Federal income tax,
such as many pension trusts, are nevertheless taxed under Section 511 of the
Code on unrelated business taxable income. Unrelated business taxable income is
income from a trade or business regularly carried on by the tax-exempt entity
that is unrelated to the entity's exempt purpose. Unrelated business taxable
income generally does not include dividend or interest income or gain from the
sale of investment property, unless such income is derived from property that is
debt-financed or is dealer property. A tax-exempt entity's dividend income from
the Trusts and gain from the sale of Units in the Trusts or the Trusts' sale of
Securities is not expected to constitute unrelated business taxable income to
such tax-exempt entity unless the acquisition of the Unit itself is
debt-financed or constitutes dealer property in the hands of the tax-exempt
entity.

Prospective tax-exempt investors are urged to consult their own tax
advisers concerning the Federal, state, local and any other tax consequences of
the purchase, ownership and disposition of Units prior to investing in the
Trusts.

RETIREMENT PLANS. The Trusts may be well suited for purchase by
Individual Retirement Accounts ("IRAs"), Keogh plans, pension funds and other
qualified retirement plans. Generally, capital gains and income received in each
of the foregoing plans are exempt from Federal taxation. Except with respect to
certain IRAs known as Roth IRAs, distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Five year averaging will
not apply to distributions after December 31, 1999. Ten year averaging has been
preserved in very limited circumstances. Holders of Units in IRAs, Keogh plans
and other tax-deferred retirement plans should consult their plan custodian as
to the appropriate disposition of distributions. Investors considering
participation in any such plan should review specific tax laws related thereto
and should consult their attorneys or tax advisors with respect to the
establishment and maintenance of any such plan. Such plans are offered by
McLauglin, Piven, Vogel Securities, Inc. Fees and charges with respect to such
plans may vary.

Before investing in the Trusts, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan) should
consider among other things whether (i) the investment is prudent under the
Employee Retirement Income Security Act of 1974 ("ERISA"), taking into account
the needs of the plan and all of the facts and circumstances of the investment
in the Trusts; (ii) the investment satisfies the diversification requirement of
Section 404(a)(1)(C) of ERISA; and (iii) the assets of the Trusts are deemed
"plan assets" under ERISA and the Department of Labor regarding the definition
of "plan assets."

PUBLIC SALE OF UNITS

PUBLIC OFFERING PRICE. The Public Offering Price of the Units for the
Trusts is computed by adding the applicable initial sales charge to the
aggregate value of the Securities (as determined by the Trustee) and any cash
held to purchase Securities, divided by the number of Units of the Trust
outstanding. Valuation of Securities by the Trustee is made at the close of
business on the NYSE on each business day. Securities quoted on a national
exchange or Nasdaq are valued at the closing sale price. Securities not so
quoted are valued in the manner described in the Indenture.

808758.2
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<PAGE>

PUBLIC DISTRIBUTION OF UNITS. Units will be distributed to the public at
the Public Offering Price through the Sponsors and may also be distributed
through dealers. The Sponsors intend to qualify the Units for sale in certain
states.

VOLUME AND OTHER DISCOUNTS. Units are available at a volume discount from
the Public Offering Price during the initial public offering based upon the
number of Units purchased. This volume discount will result in the following
reduction of the sales charge applicable to such purchases:

Approximate
Reduced
Number of Units Sales Charge

25,000 but less than 50,000.......................... [3.995%]

50,000 but less than 100,000......................... [3.745%]

100,000 or more...................................... [3.495%]

For transactions of at least 100,000 Units or more, the Sponsors may
negotiate the applicable sales charge and such charge will be disclosed to any
such purchaser.

These discounts will apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount. Such purchaser must own at least the required number of Units at the
time such determination is made. Units held in the name of the spouse of the
purchaser or in the name of a child of the purchaser under 21 years of age are
deemed for the purposes hereof to be registered in the name of the purchaser.
The discount is also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.

The holders of units of prior series of McLaughlin, Piven, Vogel Family
of Trusts (the "Prior Series") may "rollover" into the Trusts by exchanging
units of the Prior Series for Units of the Trusts at their relative net asset
values plus the applicable sales charge. Unitholders maintaining an account at
McLaughlin, Piven, Vogel Securities, Inc. exercising this option, may purchase
such Units subject to a reduced sales charge of [3.995%.] An exchange of a Prior
Series for Units of the Trusts will generally be a taxable event. The rollover
option described herein will also be available to investors in the Prior Series
who elect to purchase Units of the Trusts (see "Trust Termination").

Unitholders with a brokerage account at McLaughlin, Piven, Vogel
Securities, Inc. will qualify to receive one trade to buy equity securities any
time following the first Settlement Date of the Trusts and only be charged a
$19.50 processing fee.

Investors who purchase Units of the Trusts through a Keogh Plan, pension
fund or other qualified retirement plan having 25 or more members maintained at
McLaughlin, Piven, Vogel Securities, Inc. will be subject to a reduced sales
charge of 2.0%.

Employees (and their immediate families) of McLaughlin, Piven, Vogel
Securities, Inc. and Reich & Tang Distributors, Inc. (and their affiliates) and
of the special counsel to the Sponsors, may, pursuant to employee benefit
arrangements, purchase Units of the Trusts without a sales charge at a price
equal to the aggregate value of the underlying securities in the Trusts, divided
by the number of Units outstanding. Such arrangements result in less selling
effort and selling expenses than sales to employee groups of other companies.
Resales or transfers of Units purchased under the employee benefit arrangements
may only be made through the Sponsors' secondary market, so long as it is being
maintained.

808758.2
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<PAGE>

SPONSORS' PROFITS. The Sponsors will receive a combined gross
underwriting commission equal to up to 4.495% of the Public Offering Price per
100 Units (equivalent to 4.707% of the net amount invested in the Securities).
Additionally, the Sponsors may realize a profit on the deposit of the Securities
in the Trusts representing the difference between the cost of the Securities to
the Sponsors and the cost of the Securities to the Trusts (see "Portfolio"). The
Sponsors may realize profits or sustain losses with respect to Securities
deposited in the Trusts which were acquired from underwriting syndicates of
which they were a member. All or a portion of the Securities deposited in the
Trusts may have been acquired through the Sponsors.

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
Underwriter may also realize profits or sustain losses as a result of
fluctuations after the Initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsors for
the Units. Cash, if any, made available to the Sponsors prior to settlement date
for the purchase of Units may be used in the Sponsors' business subject to the
limitations of 17 CFR 240.15c3-3 under the Securities Exchange Act of 1934 and
may be of benefit to the Sponsors.

Both upon acquisition of Securities and termination of the Trusts, the
Trustee may utilize the services of the Sponsors for the purchase or sale of all
or a portion of the Securities in the Trusts. The Sponsors may receive brokerage
commissions from the Trusts in connection with such purchases and sales in
accordance with applicable law.

In maintaining a market for the Units (see "Sponsors Repurchase") the
Sponsors will realize profits or sustain losses in the amount of any difference
between the price at which it buys Units and the price at which it resells such
Units.

RIGHTS OF UNITHOLDERS

BOOK-ENTRY UNITS. Ownership of Units of the Trusts will not be evidenced
by certificates. All evidence of ownership of the Units will be recorded in
book-entry form at The Depository Trust Company ("DTC") through an investor's
McLaughlin, Piven, Vogel brokerage account. Units held through DTC will be
deposited by the Sponsors with DTC in the McLaughlin, Piven, Vogel DTC account
and registered in the nominee name CEDE & CO. Individual purchases of beneficial
ownership interest in the Trusts will be made in book-entry form through DTC.
Ownership and transfer of Units will be evidenced and accomplished directly and
indirectly only by book-entries made by DTC and its participants. DTC will
record ownership and transfer of the Units among DTC participants and forward
all notices and credit all payments received in respect of the Units held by the
DTC participants. Beneficial owners of Units will receive written confirmation
of their purchases and sale from their McLaughlin, Piven, Vogel representative.
Transfer, and the requirements therefor, will be governed by the applicable
procedures of DTC and the Unitholder's agreement with the DTC participant in
whose name the Unitholder's Units are registered on the transfer records of DTC.

DISTRIBUTIONS. Dividends, if any, received by the Trusts are credited
by the Trustee to an Income Account for the Trusts. Other receipts, including
the proceeds of Securities disposed of, are credited to a Principal Account for
the Trusts.

Distributions to each Unitholder from the Income Account are computed as
of the close of business on each Record Date for the following payment date and
consist of an amount substantially equal to such Unitholder's pro rata share of
the income credited to the Income Account, less expenses. Distributions from the
Principal Account of the Trusts (other than amounts representing failed
contracts, as previously discussed) will be computed as of each Record Date, and
will be made to the Unitholders of the Trusts on or shortly after the
Distribution Date. Proceeds representing principal received from the disposition
of any of the Securities between

808758.2
B-11

<PAGE>

a Record Date and a Distribution Date which are not used for redemptions of
Units will be held in the Principal Account and not distributed until the next
Distribution Date. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the next Record Date.

As of each Record Date, the Trustee will deduct from the Income Account
of the Trusts, and, to the extent funds are not sufficient therein, from the
Principal Account of the Trusts, amounts necessary to pay the expenses of the
Trusts (as determined on the basis set forth under "Trust Expenses and
Charges"). The Trustee also may withdraw from said accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trusts. Amounts so
withdrawn shall not be considered a part of such Trusts' assets until such time
as the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Principal
Accounts such amounts as may be necessary to cover redemptions of Units by the
Trustee.

The dividend distribution per 100 Units, if any, cannot be anticipated
and may be paid as Securities are redeemed, exchanged or sold, or as expenses of
the Trusts fluctuate. No distribution need be made from the Income Account or
the Principal Account unless the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.

RECORDS. The Trustee keeps records of the transactions of the Trusts at
its corporate trust office including names, addresses and holdings of all
Unitholders of record, a current list of the Securities and a copy of the
Indenture. Such records are available to Unitholders for inspection at
reasonable times during business hours.

REPORTS TO HOLDERS The Trustee will furnish Unitholders with each
distribution a statement of the amount of income and the amount of other
receipts, if any, which are being distributed, expressed in each case as a
dollar amount per 100 Units. Within a reasonable time after the end of each
calendar year, the Trustee will furnish to each person who at any time during
the calendar year was a Unitholder of record, a statement showing (i) as to the
Income Account: dividends, interest and other cash amounts received, amounts
paid for purchases of Substitute Securities and redemptions of Units, if any,
deductions for applicable taxes and fees and expenses of the Trusts, and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each 100 Units outstanding on the last business day of such calendar year; (ii)
as to the Principal Account: the dates of disposition of any Securities and the
net proceeds received therefrom, deductions for payments of applicable taxes and
fees and expenses of the Trusts, amounts paid for purchases of Substitute
Securities and redemptions of Units, if any, and the balance remaining after
such distributions and deductions, expressed both as a total dollar amount and
as a dollar amount representing the pro rata share of each 100 Units outstanding
on the last business day of such calendar year; (iii) a list of the Securities
held, a list of Securities purchased, sold or otherwise disposed of during the
calendar year and the number of Units outstanding on the last business day of
such calendar year; (iv) the Redemption Price per 100 Units based upon the last
computation thereof made during such calendar year; and (v) amounts actually
distributed to Unitholders during such calendar year from the Income and
Principal Accounts, separately stated, of the Trusts, expressed both as total
dollar amounts and as dollar amounts representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year.

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

808758.2
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<PAGE>

LIQUIDITY

SPONSORS REPURCHASE. Unitholders who wish to dispose of their Units
should inquire of the Sponsors as to current market prices prior to making a
tender for redemption. The aggregate value of the Securities will be determined
by the Trustee on a daily basis and computed on the basis set forth under
"Trustee Redemption." The Sponsors do not guarantee the enforceability,
marketability or price of any Securities in the Portfolio or of the Units. The
Sponsors may discontinue the repurchase of Units if the supply of Units exceeds
demand, or for other business reasons. The date of repurchase is deemed to be
the date on which redemption requests are received in proper form, by
McLaughlin, Piven, Vogel Securities, Inc., 30 Wall Street, New York, New York
10005 or Reich & Tang Distributors Inc., 600 Fifth Avenue, New York, New York
10020. Redemption requests received after 4 P.M., New York Time, will be deemed
to have been repurchased on the next business day. In the event a market is not
maintained for the Units, a Unitholder may be able to dispose of Units only by
tendering them to the Trustee for redemption.

Units purchased by the Sponsors in the secondary market may be reoffered
for sale by the Sponsors at a price based on the aggregate value of the
Securities in the Trusts plus a 4.495% sales charge (or 4.707% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account. Any
Units that are purchased by the Sponsors in the secondary market also may be
redeemed by the Sponsors if they determine such redemption to be in their best
interest.

The Sponsors may, under certain circumstances, as a service to
Unitholders, elect to purchase any Units tendered to the Trustee for redemption
(see "Trustee Redemption"). Factors that the Sponsors will consider in making a
determination will include the number of Units of all Trusts which they have in
inventory, their estimate of the stability and the time required to sell such
Units and general market conditions. For example, if in order to meet
redemptions of Units the Trustee must dispose of Securities, and if such
disposition cannot be made by the redemption date (three calendar days after
tender), the Sponsors may elect to purchase such Units. Such purchase shall be
made by payment to the Unitholder not later than the close of business on the
redemption date of an amount equal to the Redemption Price on the date of
tender.

TRUSTEE REDEMPTION. At any time prior to the Evaluation Time on the
business day preceding the commencement of the Liquidation Period (approximately
fifteen months from the Date of Deposit), Units may also be tendered to the
Trustee for redemption upon payment of any relevant tax by contacting the
Sponsors holding such Units in street name. In certain instances, additional
documents may be required, such as trust instrument, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian. At the present time there are no specific taxes related to the
redemption of Units. No redemption fee will be charged by the Sponsors or the
Trustee. Units redeemed by the Trustee will be canceled.

Within three business days following a tender for redemption, the
Unitholder will be entitled to receive an amount for each Unit tendered equal to
the Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except that with respect to Units received after the close of trading on the
Nasdaq, NYSE or AMEX (4:00 p.m. Eastern Time), the date of tender is the next
day on which such Exchange is open for trading, and such Units will be deemed to
have been tendered to the Trustee on such day for redemption at the Redemption
Price computed on that day.

A Unitholder will receive his redemption proceeds in cash and amounts
paid on redemption shall be withdrawn from the Income Account, or, if the
balance therein is insufficient, from the Principal Account. All other amounts
paid on redemption shall be withdrawn from the Principal Account. The Trustee is
empowered to sell Securities in order to make funds available for redemptions.
Such sales, if required, can result in a sale of

808758.2
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<PAGE>

Securities by the Trustee at a loss. To the extent Securities are sold, the size
and diversity of the Trusts will be reduced. The Securities to be sold will be
selected by the Trustee in order to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each Stock. Provision
is made in the Indenture under which the Sponsors may, but need not, specify
minimum amounts in which blocks of Securities are to be sold in order to obtain
the best price for the Trusts. While these minimum amounts may vary from time to
time in accordance with market conditions, the Sponsors believe that the minimum
amounts which will be specified will be approximately 100 shares for readily
marketable Securities.

The Redemption Price per Unit is the pro rata share of the Unit in the
Trusts determined by the Trustee on the basis of (i) the cash on hand in the
Trusts or moneys in the process of being collected, (ii) the value of the
Securities in the Trusts as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trusts, (b)
the accrued expenses of the Trusts and (c) cash allocated for the distribution
to Unitholders of record as of the business day prior to the evaluation being
made. As of the close of the initial public offering period the Redemption Price
per 100 Units will be reduced to reflect the payment of the per 100 Unit
organization costs to the Sponsors. The Trustee may determine the value of the
Securities in the Trusts in the following manner: because the Securities are
listed on national securities exchanges, this evaluation is based on the closing
sale prices on those exchanges. Unless the Trustee deems these prices
inappropriate as a basis for evaluation or if there is no such closing purchase
price, then the Trustee may utilize, at the Trusts' expense, an independent
evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (i) on the basis of current bid
prices for comparable securities, (ii) by appraising the value of the Securities
on the bid side of the market or (iii) by any combination of the above.

Any Unitholder tendering 2,500 Units or more of the Trusts for redemption
may request by written notice submitted at the time of tender from the Trustee
in lieu of a cash redemption a distribution of shares of Securities and cash in
an amount and value equal to the Redemption Price Per Unit as determined as of
the evaluation next following tender. To the extent possible, in kind
distributions ("In Kind Distributions") shall be made by the Trustee through the
distribution of each of the Securities in book-entry form to the account of the
Unitholder's broker-dealer at DTC. An In Kind Distribution will be reduced by
customary transfer and registration charges. The tendering Unitholder will
receive his pro rata number of whole shares of each of the Securities comprising
a Trust portfolio and cash from the Principal Accounts equal to the balance of
the Redemption Price to which the tendering Unitholder is entitled. If funds in
the Principal Account are insufficient to cover the required cash distribution
to the tendering Unitholder, the Trustee may sell Securities in the manner
described above.

The Trustee is irrevocably authorized in its discretion, if the Sponsors
do not elect to purchase a Unit tendered for redemption or if the Sponsors
tender a Unit for redemption, in lieu of redeeming such Unit, to sell such Unit
in the over-the-counter market for the account of the tendering Unitholder at
prices which will return to the Unitholder an amount in cash, net after
deducting brokerage commissions, transfer taxes and other charges, equal to or
in excess of the Redemption Price for such Unit. The Trustee will pay the net
proceeds of any such sale to the Unitholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.

The Trustee reserves the right to suspend the right of redemption and to
postpone the date of payment of the Redemption Price per Unit for any period
during which the Nasdaq, NYSE, or AMEX is closed, other than customary weekend
and holiday closings, or when trading on that Exchange is restricted or during
which (as determined by the Securities and Exchange Commission) an emergency
exists as a result of which disposal or evaluation of the Securities is not
reasonably practicable, or for such other periods as the Securities and Exchange
Commission may by order permit. The Trustee and the Sponsors are not liable to
any person or in any way for any loss or damage which may result from any such
suspension or postponement.

808758.2
B-14

<PAGE>

A Unitholder who wishes to dispose of his Units should inquire of his
broker in order to determine if there is a current secondary market price in
excess of the Redemption Price.

AUTOMATIC REDEMPTION. In the event a transfer of Units from a
Unitholder's McLaughlin, Piven, Vogel brokerage account results in the automatic
redemption of those Units, Unitholders will receive an amount equal to the
Redemption Price per Unit computed as of the Evaluation Time set forth under
"Summary of Essential Information" in Part A on the date of transfer. Automatic
redemption proceeds will be paid within three business days following the tender
of a notification of transfer.

ADMINISTRATION OF THE TRUSTS

TRUST SUPERVISION. Each Trust is a unit investment trust and is not a
managed fund. Traditional methods of investment management for a managed fund
typically involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolios of the Trusts, however,
will not be managed and therefore the adverse financial condition of an issuer
will not necessarily require the sale of its Securities from the portfolio.
Although the portfolio of the Trusts is regularly reviewed, because of the
formula employed in selecting the Securities, it is unlikely the Trusts will
sell any of the Securities other than to satisfy redemptions of Units, or to
cease buying Additional Securities in connection with the issuance of additional
Units. However, the Trust Agreement provides that the Sponsors may direct the
disposition of Securities upon the occurrence of certain events including: (i)
default in payment of amounts due on any of the Securities; (ii) institution of
certain legal proceedings; (iii) default under certain documents materially and
adversely affecting future declaration or payment of amounts due or expected;
(iv) determination of the Sponsors that the tax treatment of the Trusts as a
grantor trust would otherwise be jeopardized; or (v) decline in price as a
direct result of serious adverse credit factors affecting the issuer of a
Security which, in the opinion of the Sponsors, will make the retention of the
Security detrimental to the Trusts or the Unitholders. Furthermore, the Trusts
will likely continue to hold a Security and purchase additional shares
notwithstanding its ceasing to be (i) ranked as one of the 25 best performing
stocks on the S&P 500 Index, as measured by price appreciation or (ii) included
as one of the highest traded stocks on the Nasdaq or NYSE with a price
appreciation of 40% or greater.

In addition, the Trust Agreement provides as follows:

1. If a default in the payment of amounts due on any Security occurs
pursuant to provision (i) above and if the Sponsors fail to give immediate
instructions to sell or hold that Security, the Trustee, within 30 days of that
failure by the Sponsors, shall sell the Security.

2. It is the responsibility of the Sponsors to instruct the Trustee to
reject any offer made by an issuer of any of the Securities to issue new
securities in exchange and substitution for any Security pursuant to a
recapitalization or reorganization, if any exchange or substitution is effected
notwithstanding such rejection, any securities or other property received shall
be promptly sold unless the Sponsors direct that it be retained.

3. Any property received by the Trustee after the Initial Date of Deposit
as a distribution on any of the Securities in a form other than cash or
additional shares of the Securities, which shall be retained, shall be promptly
sold unless the Sponsors direct that it be retained by the Trustee. The proceeds
of any disposition shall be credited to the Income or Principal Account of the
Trusts.

808758.2
B-15

<PAGE>

4. The Sponsors are authorized to increase the size and number of Units
of the Trusts by the deposit of Additional Securities, contracts to purchase
Additional Securities or cash or a letter of credit with instructions to
purchase Additional Securities in exchange for the corresponding number of
additional Units from time to time subsequent to the Initial Date of Deposit,
provided that the original proportionate relationship among the number of shares
of each Security established on the Initial Date of Deposit is maintained to the
extent practicable. The Sponsors may specify the minimum numbers in which
Additional Securities will be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional Securities
may be acquired in the order of the Security most under-represented immediately
before the deposit when compared to the original proportionate relationship. If
Securities of an issue originally deposited are unavailable at the time of the
subsequent deposit, the Sponsors may (i) deposit cash or a letter of credit with
instructions to purchase the Security when it becomes available, or (ii) deposit
(or instruct the Trustee to purchase) either Securities of one or more other
issues originally deposited or a Substitute Security.

TRUST AGREEMENT AND AMENDMENT. The Trust Agreement may be amended by the
Trustee and the Sponsors without the consent of any of the Unitholders to: (i)
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (ii) change any provision thereof as may be required
by the Securities and Exchange Commission or any successor governmental agency;
or (iii) make such other provisions in regard to matters arising thereunder as
shall not adversely affect the interests of the Unitholders.

The Trust Agreement may also be amended in any respect, or performance of
any of the provisions thereof may be waived, with the consent of investors
holding 66 2/3% of the Units then outstanding for the purpose of modifying the
rights of Unitholders; provided that no such amendment or waiver shall reduce
any Unitholder's interest in the Trusts without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of the holders of all Units. The Trust Agreement may not be amended,
without the consent of the holders of all Units in the Trusts then outstanding,
to increase the number of Units issuable or to permit the acquisition of any
Securities in addition to or in substitution for those initially deposited in
such Trust, except in accordance with the provisions of the Trust Agreement. The
Trustee shall promptly notify Unitholders, in writing, of the substance of any
such amendment.

TRUST TERMINATION. The Trust Agreement provides that the Trusts shall
terminate as of the Evaluation Time on the business day preceding the
commencement of the Liquidation Period or upon the maturity, redemption or other
disposition, as the case may be, of the last of the Securities held in such
Trust but in no event is it to continue beyond the Mandatory Termination Date.
If the value of the Trusts shall be less than the minimum amount set forth under
"Summary of Essential Information" in Part A, the Trustee may, in its
discretion, and shall, when so directed by the Sponsors, terminate the Trusts.
The Trusts may also be terminated at any time with the consent of the investors
holding 100% of the Units then outstanding. The Trustee may utilize the services
of the Sponsors for the sale of all or a portion of the Securities in the
Trusts, and in so doing, the Sponsors will determine the manner, timing and
execution of the sales of the underlying Securities. Any brokerage commissions
received by the Sponsors from the Trusts in connection with such sales will be
in accordance with applicable law. In the event of termination, written notice
thereof will be sent by the Trustee to all Unitholders. Such notice will provide
Unitholders with the following three options by which to receive their pro rata
share of the net asset value of the Trusts and requires their election of one of
the three options by notifying the Trustee by returning a properly completed
election request (to be supplied to Unitholders of at least 2,500 Units prior to
the commencement of the Liquidation Period):

1. a Unitholder who owns at least 2,500 units and whose interest in the
Trusts will entitle it to receive at least one share of each underlying Security
will have its Units redeemed upon the commencement of the Liquidation Period.
This will be accomplished by distribution of the Unitholder's pro rata share of
the net asset

808758.2
B-16

<PAGE>

value of the Trusts on such date distributed in kind to the extent represented
by whole shares of underlying Securities and the balance in cash within three
business days next following the commencement of the Liquidation Period.
Unitholders subsequently selling such distributed Securities will incur
brokerage costs when disposing of such Securities. Unitholders should consult
their own tax adviser in this regard;

2. to receive in cash such Unitholder's pro rata share of the net asset
value of the Trusts derived from the sale by the Sponsors as the agents of the
Trustee of the underlying Securities during the Liquidation Period. The
Unitholder's pro rata share of its net assets of the Trusts will be distributed
to such Unitholder within three days of the settlement of the trade of the last
Security to be sold; and/or

3. to invest such Unitholder's pro rata share of the net assets of the
Trusts derived from the sale by the Sponsors as agents of the Trustee of the
underlying Securities in units of a subsequent series of McLaughlin, Piven,
Vogel Family of Trusts (the "New Series") provided one is offered. It is
expected that a special redemption and liquidation will be made of all Units of
the Trusts held by a Unitholder (a "Rollover Unitholder") who affirmatively
notifies the Trustee on or prior to the Rollover Notification Date set forth in
the "Summary of Essential Information" for the Trust in Part A. The Units of a
New Series will be purchased by the Unitholder within three business days of the
settlement of the trade for the last Security to be sold. Such purchaser will be
entitled to a reduced sales charge upon the purchase of units of the New Series.
It is expected that the terms of the New Series will be substantially the same
as the terms of the Trusts described in this Prospectus, and that similar
options with respect to the termination of such New Series will be available.
The availability of this option does not constitute a solicitation of an offer
to purchase Units of a New Series or any other security. A Unitholder's election
to participate in this option will be treated as an indication of interest only.
At any time prior to the purchase by the Unitholder of units of a New Series
such Unitholder may change his investment strategy and receive, in cash, the
proceeds of the sale of the Securities. [An election of this option will not
prevent the Unitholder from recognizing taxable gain or loss (except in the case
of a loss, if and to the extent the New Series is treated as substantially
identical to the Trusts) as a result of the liquidation, even though no cash
will be distributed to pay any taxes. Unitholders should consult their own tax
advisers in this regard.]

Unitholders who do not make any election will be deemed to have elected
to receive the termination distribution in cash (option number 2).

The Sponsors have agreed that to the extent they effect the sales of
underlying securities for the Trustee in the case of the second and third
options during the Liquidation Period such sales will be free of brokerage
commissions. The Sponsors, on behalf of the Trustee, will sell, unless prevented
by unusual and unforeseen circumstances, such as, among other reasons, a
suspension in trading of a Security, the close of a stock exchange, outbreak of
hostilities and collapse of the economy, by the last business day of the
Liquidation Period. The Redemption Price Per 100 Units upon the settlement of
the last sale of Securities during the Liquidation Period will be distributed to
Unitholders in redemption of such Unitholders' interest in the Trusts.

Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the Sponsors
may purchase a large amount of securities for the New Series in a short period
of time. The Sponsors' buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsors' purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the
Liquidation Period; depending on the number of sales required, the prices of and
demand for Securities, such sales may tend to depress the market prices and thus
reduce the proceeds of such sales. The Sponsors believe that the sale of
underlying Securities over the Liquidation Period described above is in the best
interest of a Unitholder and may mitigate the negative market price consequences
stemming from the trading of large amounts of Securities. The Securities may be
sold in

808758.2
B-17

<PAGE>

fewer than seven days if, in the Sponsor's judgment, such sales are in the best
interest of Unitholders. The Sponsors, in implementing such sales of securities
on behalf of the Trustee, will seek to maximize the sales proceeds and will act
in the best interests of the Unitholders. There can be no assurance, however,
that any adverse price consequences of heavy trading will be mitigated.

Section 17(a) of the Investment Company Act of 1940 generally prohibits
principal transactions between registered investment companies and their
affiliates. Pursuant to an exemptive order issued by the SEC, each terminating
McLaughlin, Piven, Vogel Family of Trusts can sell Duplicated Securities
directly to a New Series. The exemption will enable the Trusts to eliminate
commission costs on these transactions. The price for those securities
transferred will be the closing sale price on the sale date on the national
securities exchange where the securities are principally traded, as certified
and confirmed by the Trustee.

The Sponsors may for any reason, in their sole discretion, decide not to
sponsor any subsequent series of the Trusts, without penalty or incurring
liability to any Unitholder. If the Sponsors so decide, the Sponsors will notify
the Trustee of that decision, and the Trustee will notify the Unitholders. All
Unitholders will then elect either option 1, if eligible, or option 2.

By electing to rollover into the New Series, the Unitholder indicates his
interest in having his terminating distribution from the Trusts invested only in
the New Series created following termination of the Trusts; the Sponsors expect,
however, that a similar rollover program will be offered with respect to all
subsequent series of the Trusts, thus giving Unitholders an opportunity to elect
to rollover their terminating distributions into a New Series. The availability
of the rollover privilege does not constitute a solicitation of offers to
purchase units of a New Series or any other security. A Unitholder's election to
participate in the rollover program will be treated as an indication of interest
only. The Sponsors intend to coordinate the date of deposit of a future series
so that the terminating trusts will terminate contemporaneously with the
creation of a New Series. The Sponsors reserve the right to modify, suspend or
terminate the rollover privilege at any time.

[In the event the Sponsors determine that a redemption in kind and
subsequent investment in a New Series by a Unitholder may be accomplished in a
manner that will not result in the recognition of gain or loss for Federal
income tax purposes with respect to any Securities included in the portfolio of
the New Series, Unitholders will be notified at least 30 days prior to the
Rollover Notification Date of the procedures and process necessary to facilitate
such tax treatment.]

THE SPONSORS. McLaughlin, Piven, Vogel Securities, Inc. ("MPV") is a
New York corporation engaged in the underwriting and securities brokerage
business, and in the investment advisory business. It is a member of the
National Association of Securities Dealers, Inc. MPV maintains its principal
business offices at 30 Wall Street, New York, New York 10005. The majority
shareholder of MPV is James J. McLaughlin. Mr. McLaughlin may be deemed to be a
controlling person of MPV.

Reich & Tang Distributors, Inc., a Delaware corporation, is engaged in
the brokerage business and is a member of the National Association of Securities
Dealers, Inc. Reich & Tang is also a registered investment advisor. Reich & Tang
maintains its principal business offices at 600 Fifth Avenue, New York, New York
10020. The sole shareholder of Reich & Tang, Reich & Tang Asset Management, Inc.
("RTAM Inc.") is wholly owned by NEIC Holdings, Inc. which, effective December
29, 1997, was wholly owned by NEIC Operating Partnership, L.P. ("NEICOP").
Subsequently, on March 31, 1998, NEICOP changed its name to Nvest Companies,
L.P. ("Nvest"). The general partners of Nvest are Nvest Corporation and Nvest
L.P. As of March 31, 1998, Metropolitan Life Insurance Company ("MetLife") owned
approximately 47% of the partnership interests of Nvest. Nvest, with a principal
place of business at 399 Boylston Street, Boston, MA 02116, is a holding company
of firms engaged in the securities and investment advisory business. These
affiliates in the

808758.2
B-18

<PAGE>

aggregate are investment advisors or managers to over 80 registered investment
companies. Reich & Tang is Sponsor (and Co-Sponsor, as the case may be) for
numerous series of unit investment trusts, including New York Municipal Trust,
Series 1 (and Subsequent Series), Municipal Securities Trust, Series 1 (and
Subsequent Series), 1st Discount Series (and Subsequent Series), Multi-State
Series 1 (and Subsequent Series), Mortgage Securities Trust, Series 1 (and
Subsequent Series), Insured Municipal Securities Trust, Series 1 (and Subsequent
Series), 5th Discount Series (and Subsequent Series), Equity Securities Trust,
Series 1, Signature Series, Gabelli Communications Income Trust (and Subsequent
Series) and Schwab Trusts.

MetLife is a mutual life insurance company with assets of $330.6 billion
at December 31, 1997. MetLife provides a wide range of insurance and investment
products and services to individuals and groups and is the leader among United
States life insurance companies in terms of total life insurance in force, which
totaled $1.7 trillion on December 31, 1997 for MetLife and its insurance
affiliates.

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsors and their ability
to carry out its contractual obligations. The Sponsors will be under no
liability to Unitholders for taking any action, or refraining from taking any
action, in good faith pursuant to the Trust Agreement, or for errors in judgment
except in cases of its own willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

The Sponsors may each resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsors. If at any time either of the
Sponsors shall resign or fail to perform any of their duties under the Trust
Agreement or becomes incapable of acting or becomes bankrupt or their affairs
are taken over by public authorities, then the Trustee may either (i) appoint a
successor sponsor; (ii) terminate the Trust Agreement and liquidate the Trusts;
or (iii) continue to act as Trustee without terminating the Trust Agreement. Any
successor sponsor appointed by the Trustee shall be satisfactory to the Trustee
and, at the time of appointment, shall have a net worth of at least $1,000,000.

THE TRUSTEE. The Trustee is The Chase Manhattan Bank, with its principal
executive office located at 270 Park Avenue, New York, New York 10017 (800)
428-8890 and its unit investment trust office at Four New York Plaza, New York,
New York 10004. The Trustee is subject to supervision 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 shall not be liable or responsible in any way for taking any
action, or for refraining from taking any action, in good faith pursuant to the
Trust Agreement, or for errors in judgment; or for any disposition of any
moneys, Securities or Units in accordance with the Trust Agreement, except in
cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties; provided, however, that the Trustee
shall not in any event be liable or responsible for any evaluation made by any
independent evaluation service employed by it. In addition, the Trustee shall
not be liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trusts which it may be required to pay under
current or future law of the United States or any other taxing authority having
jurisdiction. The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities pursuant to the
Trust Agreement.

For further information relating to the responsibilities of the Trustee
under the Trust Agreement, reference is made to the material set forth under
"Rights of Unitholders."

The Trustee may resign by executing an instrument in writing and filing
the same with the Sponsors, and mailing a copy of a notice of resignation to all
Unitholders. In such an event the Sponsors are obligated to

808758.2
B-19

<PAGE>

appoint a successor Trustee as soon as possible. In addition, if the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsors may remove the Trustee and appoint a successor
as provided in the Trust Agreement. Notice of such removal and appointment shall
be mailed to each Unitholder by the Sponsors. If upon resignation of the Trustee
no successor has been appointed and has accepted the appointment within thirty
days after notification, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of
the Trustee becomes effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor Trustee. Upon execution of a written acceptance of such appointment by
such successor Trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor.

Any corporation into which the Trustee may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which the Trustee shall be a party, shall be the successor Trustee. The
Trustee must always be a banking corporation organized under the laws of the
United States or any State and have at all times an aggregate capital, surplus
and undivided profits of not less than $2,500,000.

TRUST EXPENSES AND CHARGES

Investors will reimburse the Sponsors for all or a portion of the
estimated costs incurred in organizing and offering the Trusts (collectively,
the "organization costs") -- including the cost of the initial preparation and
execution of the Trust Agreement, registration of the Trusts and the Units under
the Investment Company Act of 1940 and the Securities Act of 1933 and state
registration fees, the initial fees and expenses of the Trustee, legal expenses
and other actual out-of-pocket costs. The estimated organization costs will be
paid from the assets of the Trusts as of the close of the initial public
offering period (which may be between 30 and 90 days). To the extent that actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of the Trusts. To the extent
that actual organization costs are greater than the estimated amount, only the
estimated organization costs included in the Public Offering Price will be
reimbursed to the Sponsors. All advertising and selling expenses, as well as any
organizational costs not paid by the Trusts, will be borne by the Sponsors at no
cost to the Trusts.

The Sponsors will receive, for portfolio supervisory services to the
Trusts, an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsors' fee may exceed the actual cost of
providing portfolio supervisory services for the Trusts, but at no time will the
total amount received for portfolio supervisory services rendered to all series
of the McLaughlin, Piven, Vogel Family of Trusts in any calendar year exceed the
aggregate cost to the Sponsors of supplying such services in such year. (See
"Trust Supervision.")

The Trustee will receive, for its ordinary recurring services to the
Trusts, an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Trust Agreement, see
"Administration of the Trusts" and "Rights of Unitholders."

The Trustee's fees applicable to the Trusts are payable as of each Record
Date from the Income Account of the Trusts to the extent funds are available and
then from the Principal Account. Both the Sponsors' and the Trustee's fees may
be increased without approval of the Unitholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All Services
Less Rent."

808758.2
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<PAGE>

The following additional charges are or may be incurred by the Trusts:
all expenses (including counsel fees) of the Trustee incurred and advances made
in connection with its activities under the Trust Agreement, including the
expenses and costs of any action undertaken by the Trustee to protect the Trusts
and the rights and interests of the Unitholders; fees of the Trustee for any
extraordinary services performed under the Trust Agreement; indemnification of
the Trustee for any loss or liability accruing to it without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection
with its acceptance or administration of the Trusts; indemnification of the
Sponsors for any losses, liabilities and expenses incurred in acting as sponsors
of the Trusts without gross negligence, bad faith or willful misconduct on its
part; and all taxes and other governmental charges imposed upon the Securities
or any part of the Trusts (no such taxes or charges are being levied, made or,
to the knowledge of the Sponsors, contemplated). The above expenses, including
the Trustee's fees, when paid by or owing to the Trustee are secured by a first
lien on the Trusts to which such expenses are charged. In addition, the Trustee
is empowered to sell the Securities in order to make funds available to pay all
expenses.

Unless the Sponsors otherwise direct, the accounts of the Trusts shall be
audited not less than annually by independent public accountants selected by the
Sponsors. The expenses of the audit shall be an expense of the Trusts. So long
as the Sponsors maintain a secondary market, the Sponsors will bear any audit
expense which exceeds $.50 cents per 100 Units. Unitholders covered by the audit
during the year may receive a copy of the audited financial statements upon
request.

REINVESTMENT PLAN

Income and principal distributions on Units (other than the final
distribution in connection with the termination of the Trusts) may be reinvested
by participating in the Trusts' Reinvestment Plan. Under the plan, the Units
acquired for participants will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of Additional Securities
as described in "The Trusts -- Deposit of Additional Securities" in this Part B.
Units acquired by reinvestment will be subject to a reduced sales charge of
1.00%. Investors should inform their broker when purchasing their Units if they
wish to participate in the Reinvestment Plan. Thereafter, Unitholders should
contact their broker if they wish to modify or terminate their election to
participate in the Reinvestment Plan. In order to enable a Unitholder to
participate in the Reinvestment Plan, with respect to a particular distribution
on their Units, such notice must be made at least three business days prior to
the Record Date for such distribution. Each subsequent distribution of income or
principal on the participant's Units will be automatically applied by the
Trustee to purchase additional Units of the Trusts. The Sponsors reserve the
right to demand, modify or terminate the Reinvestment Plan at any time without
prior notice. The Reinvestment Plan for the Trusts may not be available in all
states.

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby and certain
matters relating to Federal tax law have been passed upon by Battle Fowler LLP,
75 East 55th Street, New York, New York 10022 as counsel for the Sponsor.
Carter, Ledyard & Milburn, Two Wall Street, New York, New York 10005 have acted
as counsel for the Trustee.

INDEPENDENT AUDITORS. The Statement of Financial Condition, including the
Portfolio, is included herein in reliance upon the report of Ernst & Young LLP,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

808758.2
B-21

<PAGE>

PERFORMANCE INFORMATION. Total returns, average annualized returns or
cumulative returns for various periods of the strategy, the related index and
the Trusts may be included from time to time in advertisements, sales literature
and reports to current or prospective investors. Total return shows changes in
Unit price during the period plus any dividends and capital gains, divided by
the original public offering price as of the date of calculation. Average
annualized returns show the average return for stated periods of longer than a
year. Sales material may also include an illustration of the cumulative results
of like annual investments in the strategy during an accumulation period and
like annual withdrawals during a distribution period. Figures for actual
portfolios will reflect all applicable expenses and, unless otherwise stated,
the maximum sales charge. No provision is made for any income taxes payable.
Similar figures may be given for the Trusts applying the investment strategies
to other indexes. Returns may also be shown on a combined basis. Trust
performance may be compared to performance on a total return basis of the Nasdaq
or similar index, or performance data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc. and Center for Research in Security Prices (CRSP)
at the University of Chicago or from publications such as The Wall Street
Journal, Money, The New York Times, U.S. News and World Report, Business Week,
Forbes or Fortune. As with other performance data, performance comparisons
should not be considered representative of the Trusts' relative performance for
any future period.

Pending the approval of the National Association of Securities Dealers
Regulation, the Sponsors may also include, in advertisements, sales literature
and reports to current or prospective investors, the performance of hypothetical
portfolios to which the Sponsors have applied the same investment objectives and
selection strategies, as well as back-tested data of the historical performance
of such strategies, as described in "The Trust -- The Securities" and which the
Sponsors intend to apply to the selection of securities for the Trusts. This
performance information is intended to illustrate the Trusts' strategies and
should not be interpreted as indicative of the future performance of the Trusts.

808758.2
B-22

<PAGE>

[This page intentionally left blank]

808758.2
B-23

<PAGE>

<S> <C>
No person is authorized to give any information McLaughlin, Piven, Vogel
or to make any representations not contained in Family of Trusts
this Prospectus. Any information or
representation not contained herein must not be McLaughlin, Piven, Vogel Industrial Trust
relied upon as having been authorized. McLaughlin, Piven, Vogel Technology Trust

This Prospectus does not constitute an offer to (A UNIT INVESTMENT TRUST)
sell, or a solicitation of an offer to buy,
securities in any state to any person to whom it
is not lawful to make such offer in such state.
</TABLE>

<TABLE>
<CAPTION>
Table of Contents PROSPECTUS
<S> <C> <C>
Title Page
DATED: APRIL 20, 1999

PART A
Summary of Essential Information..........................A-2 SPONSORS:
Statements of Financial Condition........................A-10
Portfolio................................................A-11
Report of Independent Auditors...........................A-13 McLAUGHLIN, PIVEN, VOGEL
PART B SECURITIES, INC.
The Trusts................................................B-1 30 Wall Street
Risk Considerations.......................................B-4 New York, New York 10005
Tax Status................................................B-7 212-248-0750
Public Sale of Units......................................B-9
Rights of Unitholders....................................B-11 REICH & TANG DISTRIBUTORS, INC.
Liquidity................................................B-13 600 Fifth Avenue
Administration of the Trusts.............................B-15 New York, New York 10020
Trust Expenses and Charges...............................B-20 212-830-5400
Reinvestment Plan........................................B-21
Other Matters...........................................B-21
</TABLE>

<TABLE>

<S> <C>
This Prospectus does not contain all of the TRUSTEE:
information set forth in the registration
statement and exhibits relating thereto, filed
with the SEC, Washington, D.C., under the THE CHASE MANHATTAN BANK
Securities Act of 1933, and the Investment 4 New York Plaza
Company Act of 1940, and to which reference New York, New York 10004
is made. The SEC maintains a website that
contains reports, proxy and information
statements and other information regarding the
Trusts which are filed electronically with the
SEC. The SEC's Internet address is
http:www.sec.gov.

</TABLE>

PART II -- ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A -- BONDING ARRANGEMENTS

The employees of Reich & Tang Distributors, Inc. are covered under Brokers'
Blanket Policy, Standard Form 14, in the amount of $11,000,000 (plus
$196,000,000 excess coverage under Brokers' Blanket Policies, Standard Form 14
and Form B Consolidated). This policy has an aggregate annual coverage of $15
million.

The employees of McLaughlin, Piven, Vogel Securities, Inc. are covered
under Broker's Blanket Policy, Standard Form 14, in the amount of $1,000,000.

ITEM B -- CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.
Written consents of the following persons:
Battle Fowler LLP (included in Exhibit 3.1)
Ernst & Young LLP

The following exhibits:

*99.1.1 -- Reference Trust Agreement including certain
amendments to the Trust Indenture and Agreement
referred to under Exhibit 99.1.1.1 below.
99.1.1.1 -- Form of Trust Indenture and Agreement (filed as
Exhibit 99.1.1.1 to Amendment No. 1 to Form S-6
Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on September 23, 1998 and
incorporated herein by reference).
99.1.3.5 -- Certificate of Incorporation of Reich & Tang
Distributors, Inc. (filed as Exhibit 99.1.3.5 to
Form S-6 Registration Statement No. 333-44301 of
Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by
reference).
99.1.3.6 -- By-Laws of Reich & Tang Distributors,
Inc.(filed as Exhibit 99.1.3.6 to Form S-6
Registration Statement No. 333-44301 of Equity
Securities Trust, Series 16, Signature Series,
Zacks All-Star Analysts Trust III on January 15,
1998 and incorporated herein by reference).
99.1.3.7 -- Certificate of Incorporation of McLaughlin,
Piven, Vogel Securities, Inc. dated March 8, 1977
and as amended on January 16, 1979, June 8, 1979,
August 27, 1979, May 3, 1982, December 20, 1983
and September 25, 1989 (filed as Exhibit 99.1.3.7
to Form S-6 Registration Statement No. 333-60915
of McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).
99.1.3.8 -- By-Laws of McLaughlin, Piven Vogel Securities
Inc. (filed as Exhibit 99.1.3.8 to Form S-6
Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).
*99.3.1 -- Opinion of Battle Fowler LLP as to the legality
of the securities being registered, including
their consent to the filing thereof and to the use
of their name under the headings "Tax Status" and
"Legal Opinions" in the Prospectus, and to the
filing of their opinion regarding tax status of
the Trust.
99.6.0 -- Power of Attorney of Reich & Tang Distributors,
Inc., the Depositor, by its officers and a
majority of its Directors (filed as Exhibit 99.6.0
to Form S-6 Registration Statement No. 333-44301
of Equity Securities Trust, Series 16, Signature
Series, Zacks All-Star Analysts Trust III on
January 15, 1998 and incorporated herein by
reference).
99.6.1 -- Power of Attorney of McLaughlin, Piven, Vogel
Securities, Inc. (filed as Exhibit 99.6.1 to Form
S-6 Registration Statement No. 333-60915 of
McLaughlin, Piven, Vogel Family of Trusts, The
Pinnacle Trust on August 7, 1998 and incorporated
herein by reference).

- --------
* To be filed by amendment.

II-1
811937.1

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust and McLaughlin, Piven, Vogel Technology Trust has duly caused this
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of New York and State of New York on the 5th day of
March, 1999.

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
and MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
(Registrant)

MCLAUGHLIN, PIVEN, VOGEL SECURITIES, INC.
(Depositor)

By /s/ ALLAN M. VOGEL
------------------------------------------
Allan M. Vogel
(Authorized Signator)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of McLaughlin,
Piven, Vogel Securities, Inc., the Depositor, in the capacities and on the dates
indicated.

Name Title Date
JAMES C. MCLAUGHLIN Chairman of the Board, Chief
Executive Officer and Director

ALLAN M. VOGEL President, Secretary, Chief Financial
Officer and Director
March 5, 1999

By /s/ ALLAN M. VOGEL
-----------------------------
Allan M. Vogel
Attorney-In-Fact*

- --------
* An executed copy of a Power of Attorney was filed as Exhibit 99.6.1 to
Form S-6 Registration Statement No. 333-60915 on August 7, 1998.

II-2
811937.1

<PAGE>

UNDERTAKING TO FILE REPORTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel
Industrial Trust and McLaughlin, Piven, Vogel Technology Trust has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of New York and State of New York on the
5th day of March, 1999.

MCLAUGHLIN, PIVEN, VOGEL FAMILY OF TRUSTS,
MCLAUGHLIN, PIVEN, VOGEL INDUSTRIAL TRUST
and MCLAUGHLIN, PIVEN, VOGEL TECHNOLOGY TRUST
(Registrant)

REICH & TANG DISTRIBUTORS, INC.
(Depositor)

By /s/ PETER J. DEMARCO
---------------------------------------------
Peter J. DeMarco
Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Reich &
Tang Distributors, Inc., the Depositor, in the capacities and on the dates
indicated.

Name Title Date
RICHARD E. SMITH III President and Director
PETER S. VOSS Director
G. NEAL RYLAND Director
EDWARD N. WADSWORTH Executive Officer
STEVEN W. DUFF Director
PETER J. DEMARCO Executive Vice President
RICHARD I. WEINER Vice President
BERNADETTE N. FINN Vice President
LORRAINE C. HYSLER Secretary
RICHARD DE SANCTIS Treasurer

March 5, 1999

By /s/ PETER J. DEMARCO
-----------------------------------
Peter J. DeMarco
as Executive Vice
President
and Attorney-In-Fact*

- --------
* Executed copies of Powers of Attorney were filed as Exhibit 99.6.0 to
Form S-6 Registration Statement No. 333-44301 on January 15, 1998.

II-3
811937.1

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference made to our firm under the Caption
"Independent Auditors" in Part B of the Prospectus and to the use of our report
dated April ___, 1999, in this Registration Statement (Form S-6 No. 333- ) of
McLaughlin, Piven, Vogel Family of Trusts, McLaughlin, Piven, Vogel Industrial
Trust and McLaughlin, Piven, Vogel Technology Trust.

ERNST & YOUNG LLP

New York, New York
April ___, 1999

II-4
811937.1

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