FT347
487, 1999-07-01
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                                      Registration No.  333-79783
                                           1940 Act No. 811-05903

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                   Amendment No. 1 to Form S-6

 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
       OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A.   Exact name of trust:

                             FT 347

B.   Name of depositor:

                      NIKE SECURITIES L.P.

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

                      1001 Warrenville Road
                     Lisle, Illinois  60532

D.        Name and complete address of agents for service:

                                        Copy to:
     JAMES A. BOWEN                     ERIC F. FESS
     c/o Nike Securities L.P.           c/o Chapman and Cutler
     1001 Warrenville Road              111 West Monroe Street
     Lisle, Illinois  60532             Chicago, Illinois 60603

E.   Title of Securities Being Registered:

     An indefinite number of Units pursuant to Rule 24f-2
     promulgated under the Investment Company Act of 1940, as
     amended


F.   Approximate date of proposed sale to public:

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

|XXX|Check  box  if it is proposed that this filing  will  become
     effective on July 1, 1999 at 2:00 p.m. pursuant to Rule
     487.
                ________________________________


                             Lehman Brothers
         10 Uncommon Values (tm) Trust 1999 Qualified Portfolio

                                 FT 347

FT 347 consists of a unit investment trust known as Lehman Brothers 10
Uncommon Values` Trust 1999 Qualified Portfolio (the "Trust"). The Trust
consists of a diversified portfolio of common stocks ("Securities")
issued by ten different companies. The Trust seeks to provide above-
average capital appreciation.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          Lehman Brothers Inc.


               The date of this prospectus is July 1, 1999


Page 1

                         Table of Contents

Summary of Essential Information                         3
Fee Table                                                4
Report of Independent Auditors                           5
Statement of Net Assets                                  6
Schedule of Investments                                  7
The FT Series                                            8
Portfolio                                                9
Risk Factors                                            10
Portfolio Securities Descriptions                       10
Public Offering                                         11
Distribution of Units                                   13
The Sponsor's Profits                                   13
The Secondary Market                                    14
How We Purchase Units                                   14
Expenses and Charges                                    14
Tax Status                                              15
Rights of Unit Holders                                  15
Income and Capital Distributions                        16
Redeeming Your Units                                    16
Reinvesting in a New Trust                              17
Removing Securities from the Trust                      18
Amending or Terminating the Indenture                   18
Information on the Sponsor, Trustee and Evaluator       19
Other Information                                       20

Page 2

                     Summary of Essential Information

                Lehman Brothers 10 Uncommon Values Trust
                        1999 Qualified Portfolio
                                 FT 347


 At the Opening of Business on the Initial Date of Deposit-July 1, 1999


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

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
Initial Number of Units                                                                                  14,996
Fractional Undivided Interest in the Trust per Unit                                                    1/14,996
Public Offering Price:
     Aggregate Offering Price Evaluation of Securities per Unit (1)                                  $   10.000
     Maximum Sales Charge of .75% of the Public Offering Price per Unit
        (.75% of the net amount invested) (2)                                                        $     .075
     Less Deferred Sales Charge per Unit                                                             $    (.075)
     Public Offering Price per Unit (3)                                                              $   10.000
Sponsor's Initial Repurchase Price per Unit (4)                                                      $   10.000
Redemption Price per Unit (based on aggregate underlying value of Securities) (4)                    $   10.000
CUSIP Number                                                                                         30264W 610
Security Code                                                                                             57018
</TABLE>

<TABLE>
<CAPTION>
<S>                                             <C>
First Settlement Date                           July 7, 1999
Mandatory Termination Date (5)                  June 30, 2000

______________
<FN>

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

(2) The maximum sales charge consists entirely of a deferred sales
charge. See "Fee Table" and "Public Offering."

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

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

(5) See "Amending or Terminating the Indenture."
</FN>
</TABLE>

Page 3

                               Fee Table

This Fee Table describes the fees and expenses that you may pay if you
buy and hold Units of the Trust. See "Public Offering" and "Expenses and
Charges." Although the Trust has a term of approximately one year and is
a unit investment trust rather than a mutual fund, this information
allows you to compare fees, assuming that when the Trust terminates, the
principal amount and distributions are rolled over into a New Trust, and
you pay only the deferred sales charge.

<TABLE>
<CAPTION>

                                                                                                              Amount
                                                                                                              per Unit
                                                                                                              ________
<S>                                                                                             <C>           <C>
Unit Holder Transaction Expenses
   (as a percentage of public offering price)
Initial sales charge imposed on purchase                                                        0.00%(a)      $.000
Deferred sales charge                                                                           0.75%(b)      $.075
                                                                                                ________      ________

Maximum sales charge                                                                            0.75%         $.075
                                                                                                ========      ========

Organization Costs
   (as a percentage of public offering price)
Estimated organization costs                                                                    .050%(c)      $.0050
                                                                                                ========      ========

Estimated Annual Trust Operating Expenses
   (as a percentage of average net assets)

Portfolio supervision, bookkeeping, administrative and evaluation fees                          .078%         $.0080
Trustee's fee and other operating expenses                                                      .100%          .0102
                                                                                                ________      ________
   Total                                                                                        .178%         $.0182
                                                                                                ========      ========

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


1 Year            3 Years           5 Years           10 Years
__________        ___________       ___________       ___________
$ 98              $ 307             $ 532             $1,180


The example will not differ if you hold rather than sell your Units at
the end of each period. The example does not reflect sales charges on
reinvested dividends and other distributions. If these sales charges
were included, your costs would be higher.
____________
<FN>

(a) There is no initial sales charge on Trust Units.

(b) The deferred sales charge is a fixed dollar amount equal to $.00625
per Unit per month which will be deducted each month over the life of
the Trust. If you buy Units at a price of less than $10.00 per Unit, the
dollar amount of the deferred sales charge will not change but the
deferred sales charge on a percentage basis will be more than .75% of
the Public Offering Price. If you purchase Units after the first
deferred sales charge payment has been deducted, you will only be
assessed the amount of any remaining deferred sales charge payments.

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

</FN>
</TABLE>

Page 4

                    Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 347


We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 347, comprised of the Lehman Brothers 10
Uncommon Values Trust 1999 Qualified Portfolio, as of the opening of
business on July 1, 1999. This statement of net assets is the
responsibility of the Trust's Sponsor. Our responsibility is to express
an opinion on this statement of net assets based on our audit.



We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on July 1, 1999.
An audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.



In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 347,
comprised of the Lehman Brothers 10 Uncommon Values Trust 1999 Qualified
Portfolio, at the opening of business on July 1, 1999 in conformity with
generally accepted accounting principles.


                                                ERNST & YOUNG LLP


Chicago, Illinois
July 1, 1999


Page 5

                        Statement of Net Assets

                Lehman Brothers 10 Uncommon Values Trust
                        1999 Qualified Portfolio
                                 FT 347


 At the Opening of Business on the Initial Date of Deposit-July 1, 1999


<TABLE>
<CAPTION>

<S>                                                                                                      <C>
                                                         NET ASSETS
Investment in Securities represented by purchase contracts (1) (2)                                       $149,956
Less liability for reimbursement to Sponsor for organization costs (3)                                        (75)
                                                                                                         ________
Net assets                                                                                               $149,881
                                                                                                         ========
Units outstanding                                                                                          14,996

                                                   ANALYSIS OF NET ASSETS
Cost to investors (4)                                                                                    $149,956
Less maximum sales charge (4)                                                                                  (0)
Less estimated reimbursement to Sponsor for organization costs (3)                                            (75)
                                                                                                         ________
Net assets                                                                                               $149,881
                                                                                                         ========

_____________
<FN>

                    NOTES TO STATEMENT OF NET ASSETS

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

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $200,000 will be allocated to the Trust, has been deposited
with the Trustee as collateral, covering the monies necessary for the
purchase of the Securities according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0050 per
Unit for the Trust. A payment will be made as of the earlier of six
months after the Initial Date of Deposit or the end of the initial
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsor will be satisfied. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of the Trust.

(4) No initial sales charge will be assessed on Trust Units. A deferred
sales charge aggregating $.75 per Unit, which will be paid to us in
twelve equal monthly installments beginning on July 20, 1999 and on the
20th day of each month thereafter (or the preceding business day if the
20th day is not a business day) through June 20, 2000, will be assessed
on Trust Units outstanding on each installment payment date. If you
redeem Units you will not have to pay the remaining amount of the
deferred sales charge applicable to such Units when you redeem them.

</FN>
</TABLE>

Page 6

                        Schedule of Investments

                Lehman Brothers 10 Uncommon Values Trust
                        1999 Qualified Portfolio
                                 FT 347


 At the Opening of Business on the Initial Date of Deposit-July 1, 1999


<TABLE>
<CAPTION>
                                                                                  Percentage     Market
                                                                                  of Aggregate   Value         Cost of
Number        Ticker Symbol and                                                   Offering       per           Securities to
of Shares     Name of Issuer of Securities (1)                                    Price          Share         the Trust (2)
_________     ________________________________                                    _________      ______        __________
<S>           <C>                                                                 <C>            <C>           <C>
269           T        AT&T Corp.                                                  10%           $ 55.813      $ 15,014
136           AOL      America Online, Inc.                                        10%            110.500        15,028
536           FSR      Firstar Corporation                                         10%             28.000        15,008
266           F        Ford Motor Company                                          10%             56.438        15,013
353           GIC      General Instrument Corporation                              10%             42.500        15,002
252           INTC     Intel Corporation                                           10%             59.500        14,994
231           KLAC     KLA-Tencor Corporation                                      10%             64.875        14,986
209           LLY      Eli Lilly & Company                                         10%             71.625        14,970
166           MSFT     Microsoft Corporation                                       10%             90.188        14,971
158           TYC      Tyco International Ltd. (3)                                 10%             94.750        14,970
                                                                                 ______                        _________
                                  Total Investments                               100%                         $149,956
                                                                                 ======                        =========
__________
<FN>

(1) All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter of
credit has been deposited with the Trustee. We entered into purchase
contracts for the Securities on July 1, 1999. The Trust has a Mandatory
Termination Date of June 30, 2000.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the last sale prices of the listed Securities and the ask
prices of the over-the-counter traded Securities on the business day
preceding the Initial Date of Deposit). The valuation of the Securities
has been determined by the Evaluator, an affiliate of ours. The cost of
the Securities to us and our loss (which is the difference
between the cost of the Securities to us and the cost of the Securities
to the Trust) are $153,214 and $3,258, respectively.

(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.

</FN>
</TABLE>

Page 7

                      The FT Series

The FT Series Defined.

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

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

What We Call the Trust.

This FT Series consists of a unit investment trust known as Lehman
Brothers 10 Uncommon Values Trust 1999 Qualified Portfolio.

Units of the Trust are only available to employee benefit plans
established pursuant to Sections 401(a) or 457 of the Internal Revenue
Code of 1986, as amended ("Eligible Plans"). Eligible Plans will invest
in Units of the Trust in accordance with allocation instructions
received from employees pursuant to their respective terms. Accordingly,
the interests of an employee in the Units of the Trust is subject to the
terms of their respective Eligible Plan and the terms on which Units of
the Trust are offered as an investment alternative under such Eligible
Plan. As used herein, Unit holder shall refer to an Eligible Plan.

Mandatory Termination Date.

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

How We Created the Trust.

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

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

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

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

We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. The Trust will not, however, sell Securities to take

Page 8

advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if the Securities no longer meet the
criteria by which they were selected. You will not be able to dispose of
any of the Securities in the Trust or vote the Securities. As the holder
of the Securities, the Trustee will vote all of the Securities and will
do so based on our instructions.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a purchase contract for any of the Securities
initially deposited in the Trust fails, unless we can purchase
substitute Securities ("Replacement Securities") we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement
Security the Trust acquires will be identical to those from the failed
contract. The Trustee must purchase the Replacement Securities within 20
days after it receives notice of a failed contract, and the purchase
price may not be more than the amount of funds reserved for the purchase
of the failed contract.

                        Portfolio

Objectives

The objective of the Trust is to provide the potential for above-average
capital appreciation by investing the Trust's portfolio in the common
stock of companies that comprise the "10 Uncommon Values" portfolio for
1999. The "10 Uncommon Values" are an annual compilation of the ten
common stocks selected by the Investment Policy Committee of Lehman
Brothers Inc. with the assistance of the Research Department of Lehman
Brothers Inc. which, in the opinion of Lehman Brothers Inc., have the
greatest potential for capital appreciation during the next year. This
selection was based upon a determination by Lehman Brothers Inc. that
the selected stocks are deemed to have an above-average capital
appreciation potential against the Standard & Poor's 500 Composite Stock
Price Index (the "S&P 500 Index") over the 12 months following the
selection of the portfolio.

Each year since 1949, a portfolio of "10 Uncommon Values" in common
stocks has been selected by Lehman Brothers Inc.'s Investment Policy
Committee, with the assistance of the Research Department of Lehman
Brothers Inc. (or a predecessor firm). The Research Department currently
follows approximately 1,000 companies. Months before the Investment
Policy Committee makes the final determination for the annual "10
Uncommon Values" portfolio, Lehman Brothers Inc.'s equity analysts begin
recommending stocks to the Investment Policy Committee that they believe
will provide greater appreciation potential than the S&P 500 Index
during the 12 months following the portfolio selection. These stocks
were selected based on an examination of the fundamentals for each
company.

Fundamental Analysis. Each Lehman Equity Research analyst appears before
the Investment Policy Committee to present the best ideas from the
universe of stocks they follow for the next 12 months. The Investment
Policy Committee analyzes each idea in terms of the underlying
fundamentals for the company and for the industry. After this intensive
screening process has been completed, the list of stocks is reviewed
again to determine which companies offer the best potential to
outperform the S&P 500 Index.

Sector Analysis. The Investment Policy Committee then examines factors
relating to the chosen sector, including where it is in the economic
cycle and its implications for each company's prospects.

Technical Analysis. Each selection's trading pattern is reviewed to
determine a technical snapshot. Historical and recent price movements
are also reviewed. Finally, the Investment Policy Committee selects what
it believes to be the 10 best ideas for the year.

Lehman Brothers Inc. is a global investment bank with nearly 150 years
of experience in analyzing securities markets. The Firm's Equity
Research Department, dedicated to providing insightful analysis of
global stock markets and companies, is recognized for the quality and
timeliness of its investment recommendations. Over 120 analysts provide
in-depth coverage of more than 50 industries worldwide, with teams
located in New York, Boston, San Francisco, Washington, D.C., Houston,
London, San Paulo, Tokyo and Hong Kong.

Lehman Brothers Inc. is one of the leading global investment banks
serving institutional, corporate, government and high net worth
individual clients and customers. Lehman Brothers' business includes
capital raising for clients through securities underwriting and direct
placements; corporate finance and strategic advisory services; merchant
banking; securities sales and trading; research; and the trading of
foreign exchange, derivative products and certain commodities. The Trust

Page 9

is not sponsored, or created by Lehman Brothers Inc. Lehman Brothers
Inc. may receive fees for brokerage services provided to trusts
sponsored by us. Lehman Brothers Inc. in its general securities business
acts as agent or principal in connection with the purchase and sale of
securities, including the Securities in the Trust. Lehman Brothers Inc.
acts as a market maker, underwrites certain issues and provides
investment banking services to companies, which may include the issuers
of certain of the Securities.

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

                      Risk Factors


Price Volatility. The Trust invests in common stocks of U.S. and foreign
companies. The value of the Trust's Units will fluctuate with changes in the
value of these common stocks. Common stock prices fluctuate for several
reasons including changes in investors perceptions of the financial
condition of an issuer or the general condition of the relevant stock
market, or when political or economic events affecting the issuers occur.


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

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


Technology Industry. The Trust is concentrated in technology stocks.
Technology companies are generally subject to the risks of rapidly
changing technologies; short product life cycles; fierce competition;
aggressive pricing; frequent introduction of new or enhanced products;
the loss of patent, copyright and trademark protections; and government
regulation. Technology companies may be smaller and less experienced
companies, with limited product lines, markets or financial resources.
Technology company stocks (particularly stocks of Internet companies)
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance.



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


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


Foreign Stocks. One of the Securities in the Trust is issued by a
foreign company, which makes the Trust subject to more risks than if it
invested solely in domestic common stocks. This Security is directly
listed on a U.S. securities exchange. Risks of foreign common stocks
include losses due to future political and economic developments,
foreign currency devaluations, restrictions on foreign investments and
exchange of securities, inadequate financial information and lack of
liquidity of certain foreign markets.


            Portfolio Securities Descriptions


AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; billing, directory and calling card services;
and credit card services.



America Online, Inc., headquartered in Dulles, Virginia, provides online
services to consumers in the United States, Canada, Europe and Japan

Page 10

offering subscribers a wide variety of services, including electronic
mail, conferencing, news, sports, Internet access, entertainment,
weather, stock quotes, software, computing support and online classes.



Firstar Corporation, headquartered in Milwaukee, Wisconsin, is the
holding company for Firstar Bank, which conducts a general commercial
banking and trust business. The company offers banking, trust,
investment, insurance and securities brokerage services.



Ford Motor Company, headquartered in Dearborn, Michigan, makes,
assembles and sells cars, vans, trucks and tractors and their related
parts and accessories. The company also provides financial services
through its subsidiary, Ford Motor Credit Company, and operates a car
rental business through its subsidiary, The Hertz Corporation.



General Instrument Corporation, headquartered in Horsham, Pennsylvania,
supplies integrated and interactive broadband and satellite access
solutions, including systems and equipment for high-performance networks
delivering video, voice and Internet/data services.



Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Microcomputer
components are integrated circuits consisting of silicon-based
semiconductors etched with complex patterns of transistors.



KLA-Tencor Corporation, headquartered in San Jose, California, designs,
makes, markets and services yield management and process monitoring
systems for the semiconductor manufacturing industry.



Eli Lilly & Company, headquartered in Indianapolis, Indiana, is a
global, research-based pharmaceutical corporation. The company creates
and delivers pharmaceutical-based heathcare solutions for neurological
afflictions, diabetes, cancer, cardiovascular diseases, infectious
diseases and women's health problems.



Microsoft Corporation, headquartered in Redmond, Washington, develops,
makes, licenses and supports a wide range of software products including
operating systems, server applications, business and consumer
productivity applications, software development tools and Internet
software and technologies. "Windows" is the company's flagship PC
operating system.



Tyco International Ltd., headquartered in Hamilton, Bermuda, is a
diversified manufacturing and service company with worldwide operations.
The company manufactures and installs fire protection systems, provides
electronic security services and manufactures flow control valves,
medical products, plastics and adhesives, electrical and electronic
components, and underwater telecommunications systems.


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

                     Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price, the per Unit price of
which is comprised of the following:

- - The aggregate underlying value of the Securities;

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

- - Dividends receivable on Securities; and

- - The maximum sales charge (which consists solely of a deferred sales
charge).

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.

Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration
statement, the Indenture and other closing documents, registering Units
with the Securities and Exchange Commission ("SEC") and states, the
initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee) will be purchased in the same proportionate
relationship as all the Securities contained in the Trust. Securities
will be sold to reimburse the Sponsor for the Trust's organization costs
at the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period (a significantly shorter time period
than the life of the Trust). During the period ending with the earlier
of six months after the Initial Date of Deposit or the end of the

Page 11

initial offering period, there may be a decrease in the value of the
Securities. To the extent that proceeds from the sale of these
Securities are insufficient to repay the Sponsor for the Trust
organization costs, the Trustee will sell additional Securities to allow
the Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit will be reduced by the amount of additional Securities
sold. Although the dollar amount of the reimbursement due to the Sponsor
will remain fixed and will never exceed the per Unit amount set forth
for the Trust in "Statement of Net Assets," this will result in a
greater effective cost per Unit to Unit holders for the reimbursement to
the Sponsor. To the extent actual organization costs are less than the
estimated amount, only the actual organization costs will be deducted
from the assets of the Trust. When Securities are sold to reimburse the
Sponsor for organization costs, the Trustee will sell such Securities,
to the extent practicable, which will maintain the same proportionate
relationship among the Securities contained in the Trust as existed
prior to such sale.

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

Sales Charges.


The maximum sales charge is entirely deferred. The deferred sales charge
is a fixed dollar amount equal to $.00625 per Unit per month and will be
deducted from the Trust's assets on approximately the twentieth day of
each month over the life of the Trust. If you purchase Units after the
initial deferred sales charge payment, you will only be subject to any
remaining deferred sales charge payments. At a Public Offering Price of
$10.00 per Unit the maximum sales charge equals .75% of the Public
Offering Price. The maximum sales charge will vary from .75% with
changes in the Public Offering Price but in no case will it exceed 1.25%
of the Public Offering Price (equivalent to 1.25% of the net amount
invested, exclusive of the deferred sales charge.)


The Value of the Securities.

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

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

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

c) By any combination of the above.

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

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

Page 12

                  Distribution of Units

We intend to qualify Units of the Trust for sale in a number of states.
During the initial offering period, Units will be sold at the current
Public Offering Price. When the initial offering period ends, Units we
have reacquired may be offered by this prospectus at the secondary
market Public Offering Price (see "The Secondary Market").

Dealer Concessions.


Dealers and others can purchase Units at prices which represent a
concession or agency commission of up to $.025 per Unit for primary and
secondary market sales.



Dealers and others who sell Units of the Trust in the dollar amounts
shown below will be entitled to the following additional sales
concessions per Unit:



                                           Additional
Total sales (in millions)                  Concession
_________________________                  __________
$50 but less than $100                     $0.005
$100 but less than $150                    $0.010
$150 or more                               $0.015


We reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trust available to their customers on an agency basis. A
portion of the sales charge paid by these customers is kept by or given
to the banks in the amounts shown above. Under the Glass-Steagall Act,
banks are prohibited from underwriting Trust Units. However, the Glass-
Steagall Act does allow certain agency transactions. In Texas and in
certain other states, any banks making Units available must be
registered as broker/dealers under state law.

Award Programs.

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

Investment Comparisons.

From time to time we may compare the then current estimated returns of
the Trust (which may show performance net of the expenses and charges
the Trust would have incurred) and returns over specified periods of
other similar trusts we sponsor in our advertising and sales materials,
with (1) returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, Business Week,
Forbes or Fortune. The investment characteristics of the Trust, which
are described more fully elsewhere in this prospectus, differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of the Trust's future relative
performance.

                  The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit as stated in "Public Offering." Also, any difference
between our cost to purchase the Securities and the price at which we
sell them to the Trust is considered a profit or loss (see Note 2 of
"Schedule of Investments"). During the initial offering period, dealers
and others may also realize profits or sustain losses as a result of
fluctuations in the Public Offering Price they receive when they sell
the Units.

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

Page 13

                  The Secondary Market

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

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

                  How We Purchase Units

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

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

                  Expenses and Charges

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

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

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

In addition to the Trust's operating expenses, and the fees set forth
above, the Trust may also incur the following charges:

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

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

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

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

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

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

The above expenses and the Trustee's annual fee (when paid or owing to
the Trustee) are secured by a lien on the Trust. In addition, if there

Page 14

is not enough cash in the Income or Capital Accounts of the Trust, the
Trustee has the power to sell Securities to make cash available to pay
these charges. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trust.

                       Tax Status

The Trust is not an association taxable as a corporation for federal
income tax purposes. Because the Eligible Plans are exempt from tax
under Sections 501(a) or 457 of the Internal Revenue Code of 1986, as
amended, while Units are held by Eligible Plans, neither such Eligible
Plans nor any participating employee will be taxed on income from the
Trust.

Under the existing income tax laws of the State and City of New York,
the Trust is not an association taxable as a corporation.

                 Rights of Unit Holders

Unit Ownership.

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

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

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

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

- - The number of Units issued or transferred;

- - Your name, address and Taxpayer Identification Number ("TIN"), if any;

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

- - The date the transfer was registered.

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

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

Unit Holder Reports.

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

- - A summary of transactions in the Trust for the year;

- - Any Securities sold during the year and the Securities held at the
end of that year by the Trust;

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

- - Amounts of income and capital distributed during the year.

You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator.

Page 15

            Income and Capital Distributions

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

The Trustee will distribute any net income in the Income Account as part
of the final liquidation distribution in the case of "Rollover Unit
holders" and others. The Trustee will also distribute amounts in the
Capital Account as part of the final liquidation distribution in the
case of "Rollover Unit holders" and others. The Trustee is not required
to pay interest on funds held in the Income or Capital Accounts of the
Trust. However, the Trustee may earn interest on these funds, thus
benefiting from the use of such funds. For purposes of distributions,
the "Record Date" shall be the Mandatory Termination Date and Unit
holders on the Record Date shall receive distributions as part of the
final liquidation distribution (the "Distribution Date").

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

Within a reasonable time after the Trust is terminated you will receive
the pro rata share of the money from the disposition of the Securities.
All Unit holders will receive a pro rata share of any other assets
remaining in the Trust, less any unpaid expenses of the Trust.

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

                  Redeeming Your Units

Each Eligible Plan may redeem all or a portion of its Units at any time
by sending the certificates representing the Units to be redeemed to the
Trustee at its unit investment trust office. If Units are held in
uncertificated form, you need only to deliver a request for redemption
to the Trustee. In either case, the certificates or the redemption
request you send to the Trustee must be properly endorsed with proper
instruments of transfer and signature guarantees as explained in "Rights
of Unit Holders-Unit Ownership" (or by providing satisfactory indemnity
if the certificates were lost, stolen, or destroyed). No redemption fee
will be charged, but you are responsible for any governmental charges
that apply. Three business days after the day you tender your Units (the
"Date of Tender") you will receive cash in an amount for each Unit equal
to the Redemption Price per Unit calculated at the Evaluation Time on
the Date of Tender.

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

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

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

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

- - If the NYSE is closed (other than customary weekend and holiday
closings);

- - If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or

Page 16

- - For any other period permitted by SEC order.

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

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

adding

1. cash in the Income and Capital Accounts not designated to purchase
Securities;

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

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

deducting

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

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

3. estimated accrued expenses of the Trust, if any;

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

5. other liabilities incurred by the Trust; and

dividing

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

Until the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period, the Redemption Price per Unit will
include estimated organization costs as set forth under "Fee Table."

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

               Reinvesting in a New Trust

The Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When the Trust is
about to terminate, you may have the option to roll your proceeds into
the next series of the Trust (the "New Trust") if one is available. We
intend to create the New Trust in conjunction with the termination of
the Trust and plan to apply the same strategy we used to select the
portfolio for the Trust to the New Trust.

If your Eligible Plan assets are invested in Units of the Trust on the
Mandatory Termination Date set forth under "Summary of Essential
Information" (a "Rollover Unit holder"), the Trustee, acting in its
capacity as Distribution Agent, will redeem such Units and reinvest the
proceeds into the New Trust, provide such New Trust is offered and Units
are available. If you no longer wish to have your Eligible Plan assets
invested in the Trust you can change your Eligible Plan allocation
instructions at any time as permitted by your Eligible Plan. As a
Rollover Unit holder, your Units will be redeemed and the underlying
Securities sold by the Distribution Agent on the Mandatory Termination
Date. The Distribution Agent may engage us or other brokers as its agent
to sell the Securities.

Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of the New Trust or trust with a similar investment
strategy that you have selected. Units purchased with rollover proceeds
will generally be purchased subject only to the maximum sales charge on
such units (currently expected to be approximately .75% of the Public
Offering Price per unit).

We intend to create New Trust units as quickly as possible, depending on
the availability of the Securities contained in the New Trust's
portfolio. Rollover Unit holders will be given first priority to
purchase New Trust units. We cannot, however, assure the exact timing of
the creation of New Trust units or the total number of New Trust units
we will create. Any proceeds not invested on behalf of Rollover Unit
holders in New Trust units will be distributed within a reasonable time
after such occurrence. Although we believe that enough New Trust units
can be created, monies in the New Trust may not be fully invested on the
next business day.

If you elect not to participate as a Rollover Unit holder ("Remaining
Unit holders"), you will not incur capital gains or losses due to this
special redemption and liquidation, nor will you be charged any
additional sales charge. We may modify, amend or terminate this rollover
option upon 60 days notice.

Page 17

           Removing Securities from the Trust

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

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

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

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

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

- - The issuer has defaulted on the payment of any other of its
outstanding obligations; or

- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to the Trust.

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

The Trustee may also sell Securities that we designate, or, without our
direction, in its own discretion, in order to meet redemption requests
or pay expenses. In designating which Securities should be sold, we will
try to maintain the proportionate relationship among the Securities. If
this is not possible, the composition and diversification of the
Securities in the Trust may be changed. To get the best price for the
Trust we may have to specify minimum amounts (generally 100 shares) in
which blocks of Securities are to be sold. We may consider sales of
units of unit investment trusts which we sponsor in making
recommendations to the Trustee on the selection of broker/dealers to
execute the Trust's portfolio transactions, or when acting as agent for
the Trust in acquiring or selling Securities on behalf of the Trust.

          Amending or Terminating the Indenture

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

- - To cure ambiguities;

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

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

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

Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date. The Trust may be terminated prior to the
Mandatory Termination Date:

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

- - If the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period ("Discretionary Liquidation Amount"); or

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

In the event of termination, the Trustee will send prior written notice
thereof to all Unit holders which will specify how you should tender
your certificates, if any, to the Trustee. If the Trust is terminated
due to this last reason, we will refund to each purchaser of Units of

Page 18

such Trust the entire sales charge paid by such purchaser; however, we
will not refund any sales charge if the Trust is terminated prior to the
Mandatory Termination Date for any other stated reason. For various
reasons, the Trust may be reduced below the Discretionary Liquidation
Amount and could therefore be terminated prior to the Mandatory
Termination Date.

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

If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts of the
Trust, within a reasonable time after the Trust is terminated.
Regardless of the distribution involved, the Trustee will deduct from
the Trust any accrued costs, expenses, advances or indemnities provided
by the Indenture, including estimated compensation of the Trustee and
costs of liquidation and any amounts required as a reserve to pay any
taxes or other governmental charges.

    Information on the Sponsor, Trustee and Evaluator

The Sponsor.

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

- - The First Trust Combined Series

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

- - The First Trust Insured Corporate Trust

- - The First Trust of Insured Municipal Bonds

- - The First Trust GNMA

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).

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

The Trustee.

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

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

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable to Unit holders for taking any
action or for not taking any action in good faith according to the
Indenture. We will also not be accountable for errors in judgment. We
will only be liable for our own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the Trustee's case) or reckless
disregard of our obligations and duties. The Trustee is not liable for

Page 19

any loss or depreciation when the Securities are sold. If we fail to act
under the Indenture, the Trustee may do so, and the Trustee will not be
liable for any action it takes in good faith under the Indenture.

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

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

- -  Appoint a successor sponsor, paying them a reasonable rate not more
than that stated by the SEC,

- -  Terminate the Indenture and liquidate the Trust, or

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

The Evaluator.

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

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

                    Other Information

Legal Opinions.

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

Experts.

Ernst & Young LLP, independent auditors, have audited the Trust's
statement of net assets, including the schedule of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trust's statement of net assets,
including the schedule of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Supplemental Information.

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

Page 20

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Page 21

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Page 22

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Page 23

                    FIRST TRUST (registered trademark)

              Lehman Brothers 10 Uncommon Values (tm) Trust
                        1999 Qualified Portfolio
                                 FT 347

                                Sponsor:

                            NIKE SECURITIES L.P.

                    1001 Warrenville Road, Suite 300
                          Lisle, Illinois 60532
                             1-630-241-4141

                                Trustee:

                      THE CHASE MANHATTAN BANK

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

                          ____________________

 When Units of the Trust are no longer available, this prospectus may be
 used as a preliminary prospectus for a future series, in which case you
                       should note the following:

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.
                           ____________________

 This prospectus contains information relating to the Lehman Brothers 10
Uncommon Values Trust 1999 Qualified Portfolio, but does not contain all
   of the information about this investment company as filed with the
    Securities and Exchange Commission in Washington, D.C. under the:


- - Securities Act of 1933 (file no. 333-79783) and


- - Investment Company Act of 1940 (file no. 811-05903)

                 To obtain copies at prescribed rates -

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


                              July 1, 1999


           PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 24

                   First Trust (registered trademark)

                              The FT Series

                         Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 347 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing.


This Information Supplement is dated July 1, 1999. Capitalized terms
have been defined in the prospectus.


                            Table of Contents

Risk Factors
   Securities                                                  1
   Dividends                                                   1

Litigation
   Microsoft Corporation                                       1

Concentration
   Technology Companies                                        1

Risk Factors

Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant stock market may worsen, and the
value of the Securities and therefore the value of the Units may
decline. Common stocks are especially susceptible to general stock
market movements and to volatile increases and decreases of value, as
market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors, including expectations
regarding government, economic, monetary and fiscal policies, inflation
and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.

Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Common stocks do not represent an obligation of
the issuer and, therefore, do not offer any assurance of income or
provide the same degree of protection of capital as do debt securities.
The issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the issuer
to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy.


Litigation



Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice,
several state Attorneys General and Caldera, Inc. The complaints against
Microsoft include copyright infringement, unfair competition and anti-
trust violations. The claims seek injunctive relief and monetary damages.
As of December 31, 1998, Microsoft's management asserted that resolving
these matters will not have a material adverse impact on its financial
position or its results of operation.


Concentration


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



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


Page 1


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



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



Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.


Page 2



               CONTENTS OF REGISTRATION STATEMENT

A.   Bonding Arrangements of Depositor:

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

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

     The facing sheet

     The Prospectus

     The signatures

     Exhibits

                               S-1
                           SIGNATURES

     The  Registrant, FT 347, hereby identifies The  First  Trust
Special  Situations  Trust, Series 4;  The  First  Trust  Special
Situations  Trust, Series 18; The First Trust Special  Situations
Trust,  Series  69;  The  First Trust Special  Situations  Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The  First Trust Special Situations Trust, Series 190; and FT 286
for  purposes  of the representations required by  Rule  487  and
represents the following:

     (1)   that the portfolio securities deposited in the  series
as  to  the  securities of which this Registration  Statement  is
being  filed  do  not differ materially in type or  quality  from
those deposited in such previous series;

     (2)   that,  except to the extent necessary to identify  the
specific  portfolio  securities  deposited  in,  and  to  provide
essential  financial information for, the series with respect  to
the  securities  of  which this Registration Statement  is  being
filed,  this  Registration Statement does not contain disclosures
that  differ in any material respect from those contained in  the
registration statements for such previous series as to which  the
effective date was determined by the Commission or the staff; and

     (3)  that it has complied with Rule 460 under the Securities
Act of 1933.

     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant,  FT  347,  has duly  caused  this  Amendment  to
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the Village  of  Lisle
and State of Illinois on July 1, 1999.

                              FT 347

                              By   NIKE SECURITIES L.P.
                                        Depositor




                              By   Robert M. Porcellino
                                  Senior Vice President

                               S-2

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

       NAME                TITLE*                 DATE

Robert D. Van Kampen Director            )
                     of Nike Securities  )
                     Corporation, the    )   July 1, 1999
                     General Partner of  )
                     Nike Securities L.P.)
                                         )
David J. Allen       Director of         )
                     Nike Securities     )  Robert M. Porcellino
                     Corporation, the    )   Attorney-in-Fact**
                     General Partner of  )
                     Nike Securities L.P.)



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

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

                               S-3
                 CONSENT OF INDEPENDENT AUDITORS

     We  consent  to the reference to our firm under the  caption
"Experts"  and  to the use of our report dated July  1,  1999  in
Amendment  No. 1 to the Registration Statement (Form  S-6)  (File
No. 333-79783) and related Prospectus of FT 347.



                                               ERNST & YOUNG LLP


Chicago, Illinois
July 1, 1999


                       CONSENTS OF COUNSEL

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


              CONSENT OF FIRST TRUST ADVISORS L.P.

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


                               S-4
                          EXHIBIT INDEX

1.1      Form  of Standard Terms and Conditions of Trust for  The
         First  Trust  Special Situations Trust,  Series  22  and
         certain  subsequent Series, effective November 20,  1991
         among  Nike Securities L.P., as Depositor, United States
         Trust   Company  of  New  York  as  Trustee,  Securities
         Evaluation Service, Inc., as Evaluator, and First  Trust
         Advisors  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         43693]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 22).

1.1.1    Form  of  Trust  Agreement for  Series  347  among  Nike
         Securities L.P., as Depositor, The Chase Manhattan Bank,
         as Trustee, First Trust Advisors L.P., as Evaluator, and
         First Trust Advisors L.P., as Portfolio Supervisor.

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

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

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

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

1.6      Underwriter  Agreement  (incorporated  by  reference  to
         Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 19).

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

                               S-5

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

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

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

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

4.1      Consent of First Trust Advisors L.P.

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

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


                               S-6





                           MEMORANDUM

                             FT 347
                       File No. 333-79783

     The Prospectus and the Indenture filed with Amendment No.  1
of  the  Registration Statement on Form S-6 have been revised  to
reflect information regarding the execution of the Indenture  and
the  deposit  of  Securities on July 1, 1999  and  to  set  forth
certain statistical data based thereon.  In addition, there are a
number of other changes described below.


                         THE PROSPECTUS

Cover Page     The date of the Trust has been added.

Page 3         The following information for the Trust appears:

               The   Aggregate  Value  of  Securities   initially
               deposited have been added.

               The initial number of units of the Trust

               Sales charge

               The  Public  Offering Price per  Unit  as  of  the
               business day before the Initial Date of Deposit

               The Mandatory Termination Date has been added.

Page 5         The Report of Independent Auditors has been
               completed.

Page 6         The Statement of Net Assets have been completed.


Page 7         The Schedule of Investments have been completed.

Back Cover     The date of the Prospectus has been included.



 THE TRUST AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST

               The  Trust Agreement has been conformed to reflect
               the execution thereof.

                                    CHAPMAN AND CUTLER

July 1, 1999





                             FT 347

                         TRUST AGREEMENT

                      Dated:  July 1, 1999

     The   Trust  Agreement  among  Nike  Securities   L.P.,   as
Depositor,  The Chase Manhattan Bank, as Trustee and First  Trust
Advisors L.P., as Evaluator and Portfolio Supervisor, sets  forth
certain  provisions in full and incorporates other provisions  by
reference to the document entitled "Standard Terms and Conditions
of  Trust for The First Trust Special Situations Trust, Series 22
and  certain  subsequent  Series, Effective  November  20,  1991"
(herein called the "Standard Terms and Conditions of Trust"), and
such  provisions  as are incorporated by reference  constitute  a
single  instrument.   All  references  herein  to  Articles   and
Sections  are to Articles and Sections of the Standard Terms  and
Conditions of Trust.


                        WITNESSETH THAT:

     In   consideration  of  the  premises  and  of  the   mutual
agreements  herein  contained, the Depositor,  the  Trustee,  the
Evaluator and the Portfolio Supervisor agree as follows:


                             PART I


             STANDARD TERMS AND CONDITIONS OF TRUST

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


                             PART II


              SPECIAL TERMS AND CONDITIONS OF TRUST


   FOR LEHMAN BROTHERS 10 UNCOMMON VALUES TRUST 1999 QUALIFIED
                            PORTFOLIO

     The following special terms and conditions are hereby agreed
to:

     A.     The  Securities  initially  deposited  in  the  Trust
pursuant to Section 2.01 of the Standard Terms and Conditions  of
Trust are set forth in the Schedules hereto.

     B.    (1) The aggregate number of Units outstanding for  the
Trust  on  the Initial Date of Deposit and the initial fractional
undivided  interest in and ownership of the Trust represented  by
each  Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."

     Documents  representing this number of Units for  the  Trust
are  being delivered by the Trustee to the Depositor pursuant  to
Section 2.03 of the Standard Terms and Conditions of Trust.

     C.    The Percentage Ratio is as follows on the Initial Date
of  Deposit is as set forth in the Prospectus under "Schedule  of
Investments."

     D.    The Depositor may declare such special Record Dates as
it determines to be necessary in light of any extraordinary event
affecting  the Securities of the Trust.  In the absence  of  such
special   distribution,  no  distributions  shall  be   made   to
Unitholders prior to the distribution on termination of the Trust
and liquidation of its assets.

     E.    The  Depositor  may declare such special  Distribution
Dates  as  it  determines  to  be  necessary  in  light  of   any
extraordinary  event affecting the Securities of the  Trust.   In
the  absence of such special distribution, no distributions shall
be  made  to Unitholders prior to the distribution on termination
of the Trust and liquidation of its assets.

     F.    The Mandatory Termination Date for the Trust shall  be
as  set  forth  in  the  Prospectus under "Summary  of  Essential
Information."

     G.     The  Evaluator's  compensation  as  referred  to   in
Section 4.03 of the Standard Terms and Conditions of Trust  shall
be  an  annual  fee in the amount of $.0030 per Unit,  calculated
based  on  the  largest  number of Units outstanding  during  the
calendar  year  except  during the  initial  offering  period  as
determined in Section 4.01 of this Indenture, in which  case  the
fee   is  calculated  based  on  the  largest  number  of   units
outstanding during the period for which the compensation is  paid
(such  annual fee to be pro rated for any calendar year in  which
the  Evaluator provides services during less than  the  whole  of
such  year).   Such fee may exceed the actual cost  of  providing
such  evaluation services for the Trust, but at no time will  the
total  amount received for evaluation services rendered  to  unit
investment trusts of which Nike Securities L.P. is the sponsor in
any  calendar year exceed the aggregate cost to the Evaluator  of
supplying such services in such year.

     H.     The   Trustee's   Compensation   Rate   pursuant   to
Section 6.04 of the Standard Terms and Conditions of Trust  shall
be  an  annual  fee in the amount of $.0095 per Unit,  calculated
based  on  the  largest  number of Units outstanding  during  the
calendar  year  except  during the  initial  offering  period  as
determined in Section 4.01 of this Indenture, in which  case  the
fee   is  calculated  based  on  the  largest  number  of   units
outstanding during the period for which the compensation is  paid
(such  annual fee to be pro rated for any calendar year in  which
the  Trustee provides services during less than the whole of such
year).  However, in no event, except as may otherwise be provided
in  the Standard Terms and Conditions of Trust, shall the Trustee
receive compensation in any one year from any Trust of less  than
$2,000 for such annual compensation.

     I.    The  Initial Date of Deposit for the Trust is July  1,
1999.

     J.    The  minimum amount of Securities to be  sold  by  the
Trustee  pursuant  to  Section 5.02  of  the  Indenture  for  the
redemption of Units shall be 100 shares.


                            PART III

     A.     Notwithstanding  anything  to  the  contrary  in  the
Standard  Terms and Conditions of Trust, references to subsequent
Series  established after the date of effectiveness of the  First
Trust Special Situations Trust, Series 24 shall include FT 347.

     B.    The  term  "Principal Account" as  set  forth  in  the
Standard Terms and conditions of Trust shall be replaced with the
term "Capital Account."

     C.   Section 1.01(2) shall be amended to read as follows:

           "(2) "Trustee" shall mean The Chase Manhattan Bank, or
any successor trustee appointed as hereinafter provided."

     All references to United States Trust Company of New York in
the  Standard Terms and Conditions of Trust shall be  amended  to
refer to The Chase Manhattan Bank.

     D.   Section 1.01(3) shall be amended to read as follows:

          "(3)  "Evaluator" shall mean First Trust Advisors  L.P.
     and  its  successors in interest, or any successor evaluator
     appointed as hereinafter provided."

     E.   Section 1.01(4) shall be amended to read as follows:

          "(4)  "Portfolio  Supervisor" shall  mean  First  Trust
     Advisors  L.P.  and  its  successors  in  interest,  or  any
     successor  portfolio  supervisor  appointed  as  hereinafter
     provided."

     F.   Section 1.01(26) shall be added to read as follows:

          "(26)  The term "Rollover Unit holder" shall be defined
     as set forth in Section 5.05, herein."

     G.   Section 1.01(27) shall be added to read as follows:

          "(27)   The  term  "Rollover  Distribution"  shall   be
     defined as set forth in Section 5.05, herein."

     H.   Section 1.01(28) shall be added to read as follows:

          "(28)  The term "Distribution Agent" shall refer to the
     Trustee  acting  in  its  capacity  as  distribution   agent
     pursuant to Section 5.02 herein."

     I.    Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:

          (b)(1)From time to time following the Initial  Date  of
     Deposit,  the  Depositor  is  hereby  authorized,   in   its
     discretion,  to  assign,  convey to  and  deposit  with  the
     Trustee (i) additional Securities, duly endorsed in blank or
     accompanied  by all necessary instruments of assignment  and
     transfer  in proper form, (ii) Contract Obligations relating
     to  such  additional Securities, accompanied by cash  and/or
     Letter(s)  of Credit as specified in paragraph (c)  of  this
     Section  2.01, or (iii) cash (or a Letter of Credit in  lieu
     of   cash)   with   instructions  to   purchase   additional
     Securities,  in an amount equal to the portion of  the  Unit
     Value  of the Units created by such deposit attributable  to
     the   Securities   to   be  purchased   pursuant   to   such
     instructions.    Except  as  provided   in   the   following
     subparagraphs (2), (3) and (4) the Depositor, in each  case,
     shall  ensure  that  each deposit of  additional  Securities
     pursuant  to  this  Section shall  maintain,  as  nearly  as
     practicable,  the Percentage Ratio.  Each  such  deposit  of
     additional Securities shall be made pursuant to a Notice  of
     Deposit  of Additional Securities delivered by the Depositor
     to   the   Trustee.   Instructions  to  purchase  additional
     Securities shall be in writing, and shall specify  the  name
     of  the  Security,  CUSIP number, if any, aggregate  amount,
     price  or  price  range  and date  to  be  purchased.   When
     requested by the Trustee, the Depositor shall act as  broker
     to  execute  purchases in accordance with such instructions;
     the Depositor shall be entitled to compensation therefor  in
     accordance with applicable law and regulations.  The Trustee
     shall  have  no  liability  for  any  loss  or  depreciation
     resulting from any purchase made pursuant to the Depositor's
     instructions or made by the Depositor as broker.

          (2)   Additional  Securities (or  Contract  Obligations
     therefor)  may, at the Depositor's discretion, be  deposited
     or purchased in round lots.  If the amount of the deposit is
     insufficient  to acquire round lots of each Security  to  be
     acquired,  the additional Securities shall be  deposited  or
     purchased  in  the order of the Security in the  Trust  most
     under-represented  immediately  before  the   deposit   with
     respect to the Percentage Ratio.

          (3)   If  at  the  time  of  a  deposit  of  additional
     Securities, Securities of an issue deposited on the  Initial
     Date  of  Deposit (or of an issue of Replacement  Securities
     acquired  to replace an issue deposited on the Initial  Date
     of   Deposit)  are  unavailable,  cannot  be  purchased   at
     reasonable  prices  or  their  purchase  is  prohibited   or
     restricted  by  applicable law, regulation or policies,  the
     Depositor  may  (i)  deposit, or  instruct  the  Trustee  to
     purchase,  in  lieu thereof, another issue of Securities  or
     Replacement Securities or (ii) deposit cash or a  letter  of
     credit  in an amount equal to the valuation of the issue  of
     Securities   whose   acquisition  is   not   feasible   with
     instructions to acquire such Securities of such  issue  when
     they become available.

          (4)    Any  contrary  authorization  in  the  preceding
     subparagraphs (1) through (3) notwithstanding,  deposits  of
     additional   Securities  made  after   the   90-day   period
     immediately  following the Initial Date of  Deposit  (except
     for deposits made to replace Failed Contract Obligations  if
     such  deposits  occur within 20 days  from  the  date  of  a
     failure  occurring within such initial 90-day period)  shall
     maintain  exactly the Percentage Ratio existing  immediately
     prior to such deposit.

          (5)   In connection with and at the time of any deposit
     of  additional Securities pursuant to this Section  2.01(b),
     the  Depositor  shall  exactly replicate  Cash  (as  defined
     below) received or receivable by the Trust as of the date of
     such deposit.  For purposes of this paragraph, "Cash" means,
     as  to  the  Capital Account, cash or other property  (other
     than   Securities)  on  hand  in  the  Capital  Account   or
     receivable and to be credited to the Capital Account  as  of
     the   date  of  the  deposit  (other  than  amounts  to   be
     distributed  solely to persons other than holders  of  Units
     created by the deposit) and, as to the Income Account,  cash
     or  other property (other than Securities) received  by  the
     Trust  as  of the date of the deposit or receivable  by  the
     Trust  in  respect  of a record date  for  a  payment  on  a
     Security  which has occurred or will occur before the  Trust
     will  be the holder of record of a Security, reduced by  the
     amount  of any cash or other property received or receivable
     on  any Security allocable (in accordance with the Trustee's
     calculations  of  distributions  from  the  Income   Account
     pursuant  to Section 3.05) to a distribution made or  to  be
     made  in  respect of a Record Date occurring  prior  to  the
     deposit.   Such replication will be made on the basis  of  a
     fraction,  the  numerator of which is the  number  of  Units
     created by the deposit and the denominator of which  is  the
     number  of Units which are outstanding immediately prior  to
     the  deposit.  Cash represented by a foreign currency  shall
     be  replicated  in  such currency or,  if  the  Trustee  has
     entered into a contract for the conversion thereof, in  U.S.
     dollars  in an amount replicating the dollars to be received
     on such conversion."

     J.    The following shall be added immediately following the
first sentence of paragraph (c) of Section 2.01:

          "The Trustee may allow the Depositor to substitute  for
     any  Letter(s)  of  Credit deposited  with  the  Trustee  in
     connection  with  the deposits described in Section  2.01(a)
     and  (b)  cash  in  an  amount  sufficient  to  satisfy  the
     obligations  to which the Letter(s) of Credit relates.   Any
     substituted  Letter(s) of Credit shall be  released  by  the
     Trustee."

     K.    Section  3.01 of the Standard Terms and Conditions  of
Trust shall be replaced in its entirety with the following:

          "Section 3.01.  Initial Cost.  Subject to reimbursement
     as  hereinafter provided, the cost of organizing  the  Trust
     and  the  sale  of  the Trust Units shall be  borne  by  the
     Depositor, provided, however, that the liability on the part
     of  the  Depositor under this section shall not include  any
     fees  or  other  expenses incurred in  connection  with  the
     administration  of  the  Trust  subsequent  to  the  deposit
     referred  to in Section 2.01.  At the earlier of six  months
     after  the Initial Date of Deposit or the conclusion of  the
     primary  offering period (as certified by the  Depositor  to
     the Trustee), the Trustee shall withdraw from the Account or
     Accounts  specified in the Prospectus or, if no  Account  is
     therein specified, from the Capital Account, and pay to  the
     Depositor   the   Depositor's   reimbursable   expenses   of
     organizing  the Trust in an amount certified to the  Trustee
     by  the Depositor.  In no event shall the amount paid by the
     Trustee  to  the Depositor for the Depositors  reimbursable
     expenses  of  organizing the Trust exceed the estimated  per
     Unit   amount  of  organization  costs  set  forth  in   the
     prospectus for the Trust multiplied by the number  of  Units
     of  the Trust outstanding at the earlier of six months after
     the Initial Date of Deposit or the conclusion of the primary
     offering period; nor shall the Depositor be entitled  to  or
     request  reimbursement for expenses of organizing the  Trust
     incurred  after the earlier of six months after the  Initial
     Date  of  Deposit or the conclusion of the primary  offering
     period.   If  the  cash balance of the  Capital  Account  is
     insufficient to make such withdrawal, the Trustee shall,  as
     directed by the Depositor, sell Securities identified by the
     Depositor, or distribute to the Depositor Securities  having
     a  value, as determined under Section 4.01 as of the date of
     distribution, sufficient for such reimbursement.  Securities
     sold  or  distributed  to  the Depositor  to  reimburse  the
     Depositor  pursuant  to  this  Section  shall  be  sold   or
     distributed  by  the Trustee, to the extent practicable,  in
     the  percentage  ratio  then  existing.   The  reimbursement
     provided for in this section shall be for the account of the
     Unit  holders  of record at the earlier of six months  after
     the Initial Date of Deposit or the conclusion of the primary
     offering  period.  Any assets deposited with the Trustee  in
     respect of the expenses reimbursable under this Section 3.01
     shall  be  held and administered as assets of the Trust  for
     all  purposes hereunder.  The Depositor shall deliver to the
     Trustee  any cash identified in the Statement of Net  Assets
     of  the Trust included in the Prospectus not later than  the
     expiration  of  the  Delivery  Period  and  the  Depositors
     obligation  to  make such delivery shall be secured  by  the
     letter  of  credit deposited pursuant to Section 2.01.   Any
     cash  which the Depositor has identified as to be  used  for
     reimbursement  of  expenses pursuant to  this  Section  3.01
     shall be held by the Trustee, without interest, and reserved
     for  such purpose and, accordingly, prior to the earlier  of
     six  months  after  the  Initial  Date  of  Deposit  or  the
     conclusion  of  the primary offering period,  shall  not  be
     subject  to distribution or, unless the Depositor  otherwise
     directs,  used for payment of redemptions in excess  of  the
     per Unit amount payable pursuant to the next sentence.  If a
     Unit holder redeems Units prior to the earlier of six months
     after  the Initial Date of Deposit or the conclusion of  the
     primary  offering period, the Trustee shall pay to the  Unit
     holder,  in addition to the Redemption Value of the tendered
     Units, unless otherwise directed by the Depositor, an amount
     equal to the estimated per Unit cost of organizing the Trust
     set  forth in the Prospectus, or such lower revision thereof
     most  recently communicated to the Trustee by the  Depositor
     pursuant to Section 5.01, multiplied by the number of  Units
     tendered for redemption; to the extent the cash on  hand  in
     the  Trust  is  insufficient for such payment,  the  Trustee
     shall  have the power to sell Securities in accordance  with
     Section  5.02.  As used herein, the Depositor's reimbursable
     expenses of organizing the Trust shall include the  cost  of
     the  initial preparation and typesetting of the registration
     statement,      prospectuses     (including      preliminary
     prospectuses),  the indenture, and other documents  relating
     to  the Trust, SEC and state blue sky registration fees, the
     cost of the initial valuation of the portfolio and audit  of
     the Trust, the initial fees and expenses of the Trustee, and
     legal and other out-of-pocket expenses related thereto,  but
     not  including  the  expenses incurred in  the  printing  of
     preliminary prospectuses and prospectuses, expenses incurred
     in  the  preparation  and printing of  brochures  and  other
     advertising materials and any other selling expenses."

      L.    The  second paragraph of Section 3.02 of the Standard
Terms  and  Conditions is hereby deleted and  replaced  with  the
following sentence:

          "Any  non-cash distributions (other than a  non-taxable
     distribution  of the shares of the distributing  corporation
     which  shall  be retained by a Trust) received  by  a  Trust
     shall be dealt with in the manner described at Section 3.11,
     herein,  and shall be retained or disposed of by such  Trust
     according  to  those  provisions.   The  proceeds   of   any
     disposition  shall be credited to the Income  Account  of  a
     Trust.   Neither  the  Trustee nor the  Depositor  shall  be
     liable  or responsible in any way for depreciation  or  loss
     incurred by reason of any such sale."

     M.   Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:

          "II.  (a) On each Distribution Date, the Trustee  shall
     distribute  to each Unit holder of record at  the  close  of
     business  on  the  Record  Date immediately  preceding  such
     Distribution  Date  an amount per Unit equal  to  such  Unit
     holder's  Income Distribution (as defined below), plus  such
     Unit  holder's pro rata share of the balance of the  Capital
     Account  (except for monies on deposit therein  required  to
     purchase  Contract Obligations) computed as of the close  of
     business on such Record Date after deduction of any  amounts
     provided  in  Subsection  I,  provided,  however,  that  the
     Trustee  shall  not be required to make a distribution  from
     the   Capital  Account  unless  the  amount  available   for
     distribution shall equal $1.00 per 100 Units.

          Each  Trust  shall  provide the following  distribution
     elections:  (1) distributions to be made by check mailed  to
     the post office address of the Unit holder as it appears  on
     the registration books of the Trustee."

     N.   Section 3.05.II(b) of the Standard Terms and Conditions
of Trust is hereby amended to read in its entirety as follows:

          "II.  (b)  For purposes of this Section 3.05, the  Unit
     holder's  Income Distribution shall be equal  to  such  Unit
     holder's  pro rata share of the cash balance in  the  Income
     Account  computed as of the close of business on the  Record
     Date  immediately  preceding such Income Distribution  after
     deduction  of  (i)  the  fees and expenses  then  deductible
     pursuant  to Section 3.05.I. and (ii) the Trustee's estimate
     of  other expenses properly chargeable to the Income Account
     pursuant  to the Indenture which have accrued,  as  of  such
     Record  Date, or are otherwise properly attributable to  the
     period to which such Income Distribution relates."

      O.    Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to  read
as follows:

          "On each Distribution Date the Trustee shall distribute
     to  each  Unit holder of record at the close of business  on
     the Record Date immediately preceding such Distribution Date
     an  amount  per  Unit equal to such Unit holder's  pro  rata
     share  of  the  balance of the Capital Account  (except  for
     monies  on  deposit  therein required to  purchase  Contract
     Obligations)  computed as of the close of business  on  such
     Record  Date  after  deduction of any  amounts  provided  in
     Subsection I."

     P.    Section 3.05 of Article III of the Standard Terms  and
Conditions  of  Trust is hereby amended to include the  following
subsection:

          "Section 3.05.I.(e) deduct from the Income Account  or,
     to  the extent funds are not available in such Account, from
     the Capital Account and pay to the Depositor the amount that
     it is entitled to receive pursuant to Section 3.14.

      Q.    Section 3.11 of the Standard Terms and Conditions  of
Trust  is  hereby deleted in its entirety and replaced  with  the
following language:

          "Section 3.11. Notice to Depositor.

          In  the event that the Trustee shall have been notified
     at  any  time  of any action to be taken or proposed  to  be
     taken  by  at least a legally required number of holders  of
     any  Securities deposited in a Trust, the Trustee shall take
     such  action or omit from taking any action, as appropriate,
     so  as to insure that the Securities are voted as closely as
     possible  in the same manner and the same general proportion
     as are the Securities held by owners other than such Trust.

          In  the event that an offer by the issuer of any of the
     Securities  or any other party shall be made  to  issue  new
     securities, or to exchange securities, for Trust Securities,
     the  Trustee shall reject such offer.  However,  should  any
     issuance,    exchange    or   substitution    be    effected
     notwithstanding such rejection or without an initial  offer,
     any  securities,  cash  and/or property  received  shall  be
     deposited   hereunder  and  shall  be  promptly   sold,   if
     securities  or  property,  by the Trustee  pursuant  to  the
     Depositor's  direction,  unless the  Depositor  advises  the
     Trustee  to keep such securities or property.  The Depositor
     may  rely  on  the Portfolio Supervisor in so  advising  the
     Trustee.   The  cash  received in  such  exchange  and  cash
     proceeds  of  any  such sales shall be distributed  to  Unit
     holders  on  the  next distribution date in the  manner  set
     forth  in  Section  3.05  regarding distributions  from  the
     Capital  Account.   The  Trustee  shall  not  be  liable  or
     responsible in any way for depreciation or loss incurred  by
     reason of any such sale.

          Neither  the Depositor nor the Trustee shall be  liable
     to  any  person  for any action or failure  to  take  action
     pursuant to the terms of this Section 3.11.

          Whenever  new  securities or property is  received  and
     retained  by  a  Trust pursuant to this  Section  3.11,  the
     Trustee  shall  provide to all Unit holders  of  such  Trust
     notices  of such acquisition in the Trustee's annual  report
     unless prior notice is directed by the Depositor."

     R.   The first sentence of Section 3.13. shall be amended to
read as follows:

          "As  compensation  for providing supervisory  portfolio
     services  under  this  Indenture, the  Portfolio  Supervisor
     shall receive, in arrears, against a statement or statements
     therefor  submitted to the Trustee monthly  or  annually  an
     aggregate  annual  fee in the amount  of  $.0035  per  Unit,
     calculated  based on the largest number of Units outstanding
     during  the calendar year except during the initial offering
     period  as determined in Section 4.01 of this Indenture,  in
     which case the fee is calculated based on the largest number
     of  Units  outstanding  during  the  period  for  which  the
     compensation  is paid (such annual fee to be pro  rated  for
     any calendar year in which the Portfolio Supervisor provides
     services during less than the whole of such year).  Such fee
     may  exceed  the  actual  cost of providing  such  portfolio
     supervision services for the Trust, but at no time will  the
     total  amount  received for portfolio  supervision  services
     rendered  to unit investment trusts of which Nike Securities
     L.P.  is  the  sponsor  in  any  calendar  year  exceed  the
     aggregate cost to the Portfolio Supervisor of supplying such
     services in such year."

     S.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the following  paragraphs
which shall be entitled Section 3.14.:

          "Section 3.14. Bookkeeping and Administrative Expenses.
     As   compensation  for  providing  bookkeeping   and   other
     administrative services of a character described in  Section
     26(a)(2)(C)  of the Investment Company Act of  1940  to  the
     extent  such  services  are  in  addition  to,  and  do  not
     duplicate,  the  services to be provided  hereunder  by  the
     Trustee  or  the  Portfolio Supervisor, the Depositor  shall
     receive against a statement or statements therefor submitted
     to  the Trustee monthly or annually an aggregate annual  fee
     in  the  amount of $.0015 per Unit, calculated based on  the
     largest number of Units outstanding during the calendar year
     except  during the initial offering period as determined  in
     Section  4.01 of this Indenture, in which case  the  fee  is
     calculated  based on the largest number of Units outstanding
     during  the period for which the compensation is paid  (such
     annual  fee to be pro rated for any calendar year  in  which
     the  Depositor provides services during less than the  whole
     of  such  year).   Such fee may exceed the  actual  cost  of
     providing  such bookkeeping and administrative services  for
     the Trust, but at no time will the total amount received for
     bookkeeping  and  administrative services rendered  to  unit
     investment  trusts  of  which Nike Securities  L.P.  is  the
     sponsor  in any calendar year exceed the aggregate  cost  to
     the Depositor of supplying such services in such year.  Such
     compensation  may,  from time to time, be adjusted  provided
     that  the total adjustment upward does not, at the  time  of
     such   adjustment,  exceed  the  percentage  of  the   total
     increase,  after  the  date hereof, in consumer  prices  for
     services  as  measured  by the United States  Department  of
     Labor Consumer Price Index entitled "All Services Less  Rent
     of Shelter" or similar index, if such index should no longer
     be published.  The consent or concurrence of any Unit holder
     hereunder  shall not be required for any such adjustment  or
     increase.   Such compensation shall be paid by the  Trustee,
     upon receipt of an invoice therefor from the Depositor, upon
     which, as to the cost incurred by the Depositor of providing
     services  hereunder  the  Trustee may  rely,  and  shall  be
     charged against the Income and Capital Accounts on or before
     the  Distribution Date following the Monthly Record Date  on
     which  such  period terminates.  The Trustee shall  have  no
     liability to any Certificateholder or other person  for  any
     payment made in good faith pursuant to this Section.

          If  the cash balance in the Income and Capital Accounts
     shall   be  insufficient  to  provide  for  amounts  payable
     pursuant  to this Section 3.14, the Trustee shall  have  the
     power  to  sell  (i)  Securities from the  current  list  of
     Securities  designated to be sold pursuant to  Section  5.02
     hereof,  or  (ii)  if  no  such  Securities  have  been   so
     designated, such Securities as the Trustee may  see  fit  to
     sell in its own discretion, and to apply the proceeds of any
     such sale in payment of the amounts payable pursuant to this
     Section 3.14.

          Any  moneys payable to the Depositor pursuant  to  this
     Section  3.14 shall be secured by a prior lien on the  Trust
     Fund except that no such lien shall be prior to any lien  in
     favor  of  the Trustee under the provisions of Section  6.04
     herein.

     T.    Article  III of the Standard Terms and  Conditions  of
Trust  is  hereby  amended by inserting the  following  paragraph
which shall be entitled Section 3.15:

          "Section   3.15.   Deferred  Sales  Charge.    If   the
     prospectus  related to the Trust specifies a deferred  sales
     charge, the Trustee shall, on the dates specified in and  as
     permitted  by  such Prospectus (the "Deferred  Sales  Charge
     Payment  Dates"),  withdraw from  the  Capital  Account,  an
     amount per Unit specified in such Prospectus and credit such
     amount  to  a  special non-Trust account designated  by  the
     Depositor  out  of which the deferred sales charge  will  be
     distributed  to  or  on the order of the Depositor  on  such
     Deferred  Sales  Charge Payment Dates (the  "Deferred  Sales
     Charge Account").  If the balance in the Capital Account  is
     insufficient to make such withdrawal, the Trustee shall,  as
     directed  by  the  Depositor, advance  funds  in  an  amount
     required to fund the proposed withdrawal and be entitled  to
     reimbursement of such advance upon the deposit of additional
     monies  in  the Capital Account, and/or sell Securities  and
     credit  the  proceeds thereof to the Deferred  Sales  Charge
     Account,  provided,  however,  that  the  aggregate   amount
     advanced  by  the  Trustee at any time for  payment  of  the
     deferred  sales  charge  shall  not  exceed  $15,000.   Such
     direction  shall,  if  the Trustee is  directed  to  sell  a
     Security,  identify  the Security to  be  sold  and  include
     instructions  as  to the execution of  such  sale.   In  the
     absence  of  such  direction by the Depositor,  the  Trustee
     shall  sell Securities sufficient to pay the deferred  sales
     charge  (and  any unreimbursed advance then outstanding)  in
     full,  and shall select Securities to be sold in such manner
     as  will  maintain (to the extent practicable) the  relative
     proportion  of number of shares of each Security then  held.
     The  proceeds of such sales, less any amounts  paid  to  the
     Trustee  in reimbursement of its advances, shall be credited
     to  the  Deferred Sales Charge Account.  If  a  Unit  holder
     redeems  Units  prior to full payment of the deferred  sales
     charge,  the  Trustee shall, if so provided in  the  related
     Prospectus,  on  the  Redemption  Date,  withhold  from  the
     Redemption Price payable to such Unit holder an amount equal
     to  the  unpaid  portion of the deferred  sales  charge  and
     distribute such amount to the Deferred Sales Charge Account.
     If  the Trust is terminated for reasons other than that  set
     forth  in Section 6.01(g), the Trustee shall, if so provided
     in  the related Prospectus, on the termination of the Trust,
     withhold from the proceeds payable to Unit holders an amount
     equal to the unpaid portion of the deferred sales charge and
     distribute such amount to the Deferred Sales Charge Account.
     If  the Trust is terminated pursuant to Section 6.01(g), the
     Trustee shall not withhold from the proceeds payable to Unit
     holders  any  amounts of unpaid deferred sales charges.   If
     pursuant  to  Section  5.02  hereof,  the  Depositor   shall
     purchase a Unit tendered for redemption prior to the payment
     in  full  of  the deferred sales charge due on the  tendered
     Unit,  the Depositor shall pay to the Unit holder the amount
     specified under Section 5.02 less the unpaid portion of  the
     deferred  sales  charge.  All advances made by  the  Trustee
     pursuant to this Section shall be secured by a lien  on  the
     Trust prior to the interest of the Unit holders."

     U.    Notwithstanding anything to the contrary  in  Sections
3.15  and 4.05 of the Standard Terms and Conditions of Trust,  so
long  as Nike Securities L.P. is acting as Depositor, the Trustee
shall have no power to remove the Portfolio Supervisor.

     V.   The first sentence of Section 4.03. shall be amended to
read as follows:

     "As  compensation  for providing evaluation  services  under
this  Indenture, the Evaluator shall receive, in arrears, against
a  statement  or  statements therefor submitted  to  the  Trustee
monthly  or annually an aggregate annual fee equal to the  amount
specified  as  compensation  for  the  Evaluator  in  the   Trust
Agreement,  calculated  based  on the  largest  number  of  Units
outstanding  during the calendar year except during  the  initial
offering  period as determined in Section 4.01 of this  Indenture
occurs,  in which case the fee is calculated based on the largest
number  of  Units  outstanding during the period  for  which  the
compensation  is paid (such annual fee to be pro  rated  for  any
calendar  year  in which the Evaluator provides  services  during
less  than the whole of such year).  Such compensation may,  from
time  to  time,  be  adjusted provided that the total  adjustment
upward  does  not,  at  the time of such adjustment,  exceed  the
percentage  of  the  total increase, after the  date  hereof,  in
consumer  prices  for services as measured by the  United  States
Department  of Labor Consumer Price Index entitled "All  Services
Less  Rent of Shelter" or similar index, if such index should  no
longer  be  published.  The consent or concurrence  of  any  Unit
holder hereunder shall not be required for any such adjustment or
increase.   Such compensation shall be paid by the Trustee,  upon
receipt of invoice therefor from the Evaluator, upon which, as to
the   cost  incurred  by  the  Evaluator  of  providing  services
hereunder the Trustee may rely, and shall be charged against  the
Income  and/or  Principal  Accounts, in accordance  with  Section
3.05."

     W.    Section  5.01 of the Standard Terms and Conditions  of
Trust shall be amended as follows:

     (i)  The second sentence of the first paragraph of Section
5.01 shall be amended by deleting the phrase "and (iii)" and
adding the following "(iii) amounts representing unpaid accrued
organization costs, and (iv)" ; and

     (ii)  The following text shall immediately precede the last
sentence of the first paragraph of Section 5.01:

          "Prior   to  the  payment  to  the  Depositor  of   its
          reimbursable  organization costs  to  be  made  at  the
          earlier of six months after the Initial Date of Deposit
          or  the  conclusion of the primary offering  period  in
          accordance   with   Section  3.01,  for   purposes   of
          determining  the  Trust  Fund  Evaluation  under   this
          Section  5.01, the Trustee shall rely upon the  amounts
          representing unpaid accrued organization costs  in  the
          estimated  amount per Unit set forth in the  Prospectus
          until  such time as the Depositor notifies the  Trustee
          in  writing  of  a  revised estimated amount  per  Unit
          representing unpaid accrued organization  costs.   Upon
          receipt  of  such notice, the Trustee  shall  use  this
          revised  estimated amount per Unit representing  unpaid
          accrued  organization  costs in determining  the  Trust
          Fund  Evaluation  but such revision  of  the  estimated
          expenses  shall  not  effect  calculations  made  prior
          thereto  and  no  adjustment shall be made  in  respect
          thereof."

      X.    Section 5.02 of the Standard Terms and Conditions  of
Trust  is  amended  by  adding  the following  after  the  second
paragraph of such section:

          "Notwithstanding  anything herein to the  contrary,  in
     the  event that any tender of Units pursuant to this Section
     5.02  would result in the disposition by the Trustee of less
     than a whole Security, the Trustee shall distribute cash  in
     lieu  thereof  and sell such Securities as directed  by  the
     Sponsors as required to make such cash available.

          Subject   to   the  restrictions  set  forth   in   the
     prospectus,  Units of a Trust held by a Unit holder  on  the
     "Mandatory  Termination Date" will be redeemed  in-kind  and
     reinvested  as  provided  by  Section  5.05.   Such  in-kind
     distribution  shall  consist  of  (i)  such  Unit   holder's
     pro rata portion of each of the Securities in such Trust, in
     whole  shares,  and  (ii) cash equal to such  Unit  holder's
     pro  rata  portion  of  the Income and Capital  Accounts  as
     follows:  (x) a pro rata portion of the net proceeds of sale
     of   the   Securities  representing  any  fractional  shares
     included  in  such  Unit  holder's pro  rata  share  of  the
     Securities  and  (y)  such other cash  as  may  properly  be
     included in such Unit holder's pro rata share of the sum  of
     the cash balances of the Income and Principal Accounts in an
     amount equal to the Unit Value determined on the basis of  a
     Trust  Fund Evaluation made in accordance with Section  5.01
     determined by the Trustee on the date of tender less amounts
     determined  in clauses (i) and (ii)(x) of this Section.  Any
     distribution  in kind will be reduced by customary  transfer
     and registration charges."

     Y.   The following Section 5.05 shall be added:

          "Section  5.05.   Rollover  of  Units.   (a)   If   the
     Depositor  shall  offer a subsequent series  of  the  Lehman
     Brothers  10 Uncommon Values Qualified Portfolio  (the  "New
     Series"),  the Trustee shall, at the Depositor's  sole  cost
     and  expense,  include in the notice sent  to  Unit  holders
     specified  in  Section 8.02 a notice informing Unit  holders
     that  any Units held on the Mandatory Termination Date  will
     be  tendered and redeemed in kind in the manner provided  in
     Section  5.02,  the  Securities included in  the  redemption
     distribution  sold,  and the cash proceeds  applied  by  the
     Distribution Agent to purchase Units of a New Series, all as
     hereinafter provided. The notice to be sent to Unit  holders
     in  respect of any redemption and purchase of Units of a New
     Series as provided in this section shall be in such form and
     shall  be sent at such time or times as the Depositor  shall
     direct the Trustee in writing and the Trustee shall have  no
     responsibility  therefor.   The  Distributions  Agent   acts
     solely  as disbursing agent in connection with purchases  of
     Units  pursuant to this Section and nothing herein shall  be
     deemed to constitute the Distribution Agent a broker in such
     transactions.

          All  Units  so  tendered by a Unit holder (a  "Rollover
     Unit  holder")  shall  be  redeemed  and  cancelled  on  the
     Mandatory  Termination Date.  Subject  to  payment  by  such
     Rollover  Unit  holder  of  any tax  or  other  governmental
     charges which may be imposed thereon, such redemption is  to
     be  made in kind pursuant to Section 5.02 by distribution of
     cash  and/or  Securities to the Distribution  Agent  on  the
     redemption date equal to the net asset value (determined  on
     the  basis of the Trust Fund Evaluation as of the redemption
     date  in  accordance with Section 4.01)  multiplied  by  the
     number  of Units being redeemed (herein called the "Rollover
     Distribution").  Any Securities that are made  part  of  the
     Rollover  Distribution shall be valued for purposes  of  the
     redemption distribution as of the redemption date.

          All  Securities  included in a Unit  holder's  Rollover
     Distribution shall be sold by the Distribution Agent on  the
     Mandatory  Termination  Date  pursuant  to  the  Depositor's
     direction, and the Distribution Agent shall, unless directed
     otherwise  by the Depositor, employ the Depositor as  broker
     in connection with such sales.  For such brokerage services,
     the  Depositor  shall  be entitled to  compensation  at  its
     customary  rates,  provided however, that  its  compensation
     shall   not  exceed  the  amount  authorized  by  applicable
     securities laws and regulations.  The Depositor shall direct
     that  sales  be  made in accordance with the guidelines  set
     forth in the Prospectus under the heading "Reinvesting in  a
     New Trust."  Should the Depositor fail to provide direction,
     the  Distribution  Agent shall sell the  Securities  in  the
     manner  provided in the prospectus.  The Distribution  Agent
     shall  have  no responsibility for any loss or  depreciation
     incurred  by  reason  of  any sale  made  pursuant  to  this
     Section.

          Upon completion of all sales of Securities included  in
     the   Rollover  Unit  holder's  Rollover  Distribution,  the
     Distribution  Agent shall, as agent for such  Rollover  Unit
     holder, enter into a contract with the Depositor to purchase
     from  the Depositor Units of a New Series (if any),  at  the
     Depositor's  public offering price for such  Units  on  such
     day,  and at such sales charge as shall be described in  the
     prospectus for such Trust.  Such contract shall provide  for
     purchase  of  the maximum number of Units of  a  New  Series
     whose  purchase  price is equal to or  less  than  the  cash
     proceeds held by the Distribution Agent for the Unit  holder
     on  such day (including therein the proceeds anticipated  to
     be  received in respect of Securities traded on such day net
     of  all  brokerage fees, governmental charges and any  other
     expenses  incurred  in connection with such  sale),  to  the
     extent  Units are available for purchase from the Depositor.
     In  the  event a sale of Securities included in the Rollover
     Unit   holder's  redemption  distribution   shall   not   be
     consummated  in accordance with its terms, the  Distribution
     Agent  shall  apply  the cash proceeds held  for  such  Unit
     holder  as of the settlement date for the purchase of  Units
     of  a  New  Series to purchase the maximum number  of  Units
     which  such  cash  balance will permit,  and  the  Depositor
     agrees that the settlement date for Units whose purchase was
     not  consummated as a result of insufficient funds  will  be
     extended  until cash proceeds from the Rollover Distribution
     are   available  in  a  sufficient  amount  to  settle  such
     purchase.   If the Unit holder's Rollover Distribution  will
     produce  insufficient cash proceeds to purchase all  of  the
     Units  of a New Series contracted for, the Depositor  agrees
     that  the  contract shall be rescinded with respect  to  the
     Units  as  to  which there was a cash shortfall without  any
     liability  to  the Rollover Unit holder or the  Distribution
     Agent.  Any cash balance remaining after such purchase shall
     be distributed within a reasonable time to the Rollover Unit
     holder by check mailed to the address of such Unit holder on
     the registration books of the Trustee. Units of a New Series
     will  be  uncertificated unless and until the Rollover  Unit
     holder  requests  a  certificate.   Any  cash  held  by  the
     Distribution  Agent shall be held in a non-interest  bearing
     account  which will be of benefit to the Distribution  Agent
     in  accordance with normal banking procedures.  Neither  the
     Trustee   nor   the  Distribution  Agent  shall   have   any
     responsibility   or  liability  for  loss  or   depreciation
     resulting from any reinvestment made in accordance with this
     paragraph,  or for any failure to make such reinvestment  in
     the  event  the Depositor does not make Units available  for
     purchase.

          (b)   Notwithstanding the foregoing, the Depositor may,
     in  its discretion at any time, decide not to offer any  new
     Trust  Series  in the future, and if so, this  Section  5.05
     concerning the Rollover of Units shall be inoperative.

          (c)   The Distribution Agent shall receive no fees  for
     performing  its  duties hereunder.  The  Distribution  Agent
     shall,  however, be entitled to receive indemnification  and
     reimbursement  from the Trust for any and all  expenses  and
     disbursements to the same extent as the Trustee is permitted
     reimbursement hereunder."

     Z.   Paragraph (g) of Section 6.01 of the Standard Terms and
Conditions of Trust is hereby amended by inserting the  following
after the first word thereof:

          "(i)  the  value of any Trust as shown by an evaluation
     by the Trustee pursuant to Section 5.01 hereof shall be less
     than  the  lower of $2,000,000 or 20% of the total value  of
     Securities  deposited  in  such  Trust  during  the  initial
     offering period, or (ii)"

     AA.  The third sentence of paragraph (a) of Section 6.05  of
the  Standard Terms and Conditions of Trust shall be replaced  in
its entirety by the following:

      "In case at any time the Trustee shall become incapable  of
acting,  or if a court having jurisdiction in the premises  shall
enter  a decree or order for relief in respect of the Trustee  in
an  involuntary case, or the Trustee shall commence  a  voluntary
case,  under  any  applicable  bankruptcy,  insolvency  or  other
similar  law  now  or  hereafter  in  effect,  or  any  receiver,
liquidator,   assignee,  custodian,  trustee,  sequestrator   (or
similar official) for the Trustee or for any substantial part  of
its  property shall be appointed, or the Trustee shall  make  any
general  assignment  for  the  benefit  of  creditors,  or  shall
generally  fail to pay its debts as they become due,  or  if  the
Sponsor  shall  determine in good faith that there  has  occurred
either  (1)  a material deterioration in the creditworthiness  of
the  Trustee or (2) one or more negligent acts on the part of the
Trustee having a materially adverse effect, either singly  or  in
the  aggregate, on the Trust or on one or more Trusts of  one  or
more  Funds, such that the replacement of the Trustee is  in  the
best  interests of the Unit holders, the Sponsor may  remove  the
Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which shall be delivered to the Trustee so
removed and one copy to the successor trustee."

     BB.   Section  8.02 of the Standard Terms and Conditions  of
Trust shall be amended as follows:

          (i)   The fourth sentence of the second paragraph shall
     be deleted and replaced with the following:

          "If the prospectus for the Trust so allows, the Trustee
     will  honor duly executed requests for in-kind distributions
     received   (accompanied  by  the  electing   Unit   holder's
     Certificate,  if  issued)  by  the  close  of  business  ten
     business days prior to the Mandatory Termination Date."

     (ii)   The  first sentence of the fourth paragraph shall  be
deleted and replaced with the following:

                "Commencing  no earlier than nine  business  days
     prior  to  the Mandatory Termination Date, the Trustee  will
     liquidate   the  Securities  not  segregated   for   in-kind
     distributions  during such period and in such daily  amounts
     as the Depositor shall direct."

     IN   WITNESS  WHEREOF,  Nike  Securities  L.P.,  The   Chase
Manhattan  Bank  and First Trust Advisors L.P. have  each  caused
this  Trust Agreement to be executed and the respective corporate
seal  to  be  hereto  affixed  and attested  (if  applicable)  by
authorized  officers;  all as of the day, month  and  year  first
above written.

                                    NIKE SECURITIES L.P.,
                                       Depositor


                                    By  Robert M. Porcellino
                                        Senior Vice President



                                    THE CHASE MANHATTAN BANK,
                                       Trustee


                                    By  Rosalia Raviele
                                         Vice President
[SEAL]

ATTEST:

Joan Currie
Assistant Treasurer


                                    FIRST TRUST ADVISORS L.P.,
                                       Evaluator


                                    By Robert M. Porcellino
                                       Senior Vice President



                                    FIRST TRUST ADVISORS L.P.,
                                       Portfolio Supervisor


                                    By  Robert M. Porcellino
                                        Senior Vice President

                  SCHEDULE A TO TRUST AGREEMENT

                 Securities Initially Deposited
                             FT 347

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








                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603



                          July 1, 1999




Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532


     Re:                         FT 347

Gentlemen:

     We  have  served  as  counsel for Nike Securities  L.P.,  as
Sponsor  and Depositor of FT 347 in connection with the  July  1,
1999   among  Nike  Securities  L.P.,  as  Depositor,  The  Chase
Manhattan  Bank,  as  Trustee and First Trust  Advisors  L.P.  as
Evaluator  and  Portfolio  Supervisor,  pursuant  to  which   the
Depositor has delivered to and deposited the Securities listed in
Schedule  A to the Trust Agreement with the Trustee and  pursuant
to  which  the  Trustee has issued to or  on  the  order  of  the
Depositor  a  certificate or certificates representing  units  of
fractional  undivided  interest in  and  ownership  of  the  Fund
created under said Trust Agreement.

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

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

     1.   the  execution and delivery of the Trust Agreement  and
the  execution and issuance of certificates evidencing the  Units
in the Fund have been duly authorized; and

     2.   the certificates evidencing the Units in the Fund  when
duly  executed and delivered by the Depositor and the Trustee  in
accordance   with   the  aforementioned  Trust  Agreement,   will
constitute  valid  and binding obligations of the  Fund  and  the
Depositor in accordance with the terms thereof.

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-79783)
relating  to the Units referred to above, to the use of our  name
and  to  the reference to our firm in said Registration Statement
and in the related Prospectus.
                                  Respectfully submitted,


                                  CHAPMAN AND CUTLER
EFF:erg




                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603



                          July 1, 1999



Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532

The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York  10004-2413


     Re:                         FT 347

Gentlemen:

     We have acted as counsel for Nike Securities L.P., Depositor
of  FT 347 (the "Fund"), in connection with the issuance of units
of fractional undivided interests in the Trusts of said Fund (the
"Trust"),  under  a  Trust Agreement, dated  July  1,  1999  (the
"Indenture"), among Nike Securities L.P., as Depositor, The Chase
Manhattan  Bank,  as Trustee and First Trust  Advisors  L.P.,  as
Evaluator and Portfolio Supervisor.

     In  this  connection,  we  have  examined  the  Registration
Statement, the form of Prospectus proposed to be filed  with  the
Securities and Exchange Commission, the Indenture and such  other
instruments and documents we have deemed pertinent.  The opinions
expressed herein assume that the Trusts will be administered, and
investments  by the Trusts from proceeds of subsequent  deposits,
if  any,  will  be  made, in accordance with  the  terms  of  the
Indenture.   Each Trust holds Equity Securities as such  term  is
defined in the Prospectus.  For purposes of this opinion,  it  is
assumed  that  each Equity Security is equity for Federal  income
tax purposes.

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

     Each  Trust  is not an association taxable as a  corporation
for  Federal  income tax purposes, but will be  governed  by  the
provisions  of  subchapter J (relating to trusts) of  Chapter  1,
Internal Revenue Code of 1986 (the "Code").

     Because  the  Eligible  Plans  are  exempt  from  tax  under
Sections  501(a) or 457 of the Internal Revenue Code of 1986,  as
amended,  while  Units are held by Eligible Plans,  neither  such
Eligible  Plans nor any participating employee will be  taxed  on
income from a Trust.

     No  opinion is expressed with respect to the federal  income
taxation of Units of a Trust or distributions from such Trust  if
the Units are held by any persons other than Eligible Plans.

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

     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit  to  the  Registration  Statement  (File  No.  333-79783)
relating  to the Units referred to above and to the  use  of  our
name  and  to  the  reference to our firm  in  said  Registration
Statement and in the related Prospectus.

                                  Very truly yours,



                                  CHAPMAN AND CUTLER

EFF/erg






                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005


                          July 1, 1999



The Chase Manhattan Bank, as Trustee of
FT 347
4 New York Plaza, 6th Floor
New York, New York  10004-2413

Attention:     Mr. Thomas Porrazzo
               Vice President


     Re:                         FT 347

Dear Sirs:

     We  are  acting as special counsel with respect to New  York
tax matters for the unit investment trust or trusts contained  in
FT 347 (each, a "Trust"), which will be established under certain
Standard  Terms and Conditions of Trust dated November 20,  1991,
and  a  related  Trust Agreement dated as of today (collectively,
the  "Indenture") among Nike Securities L.P., as  Depositor  (the
"Depositor"),  First  Trust Advisors L.P.,  as  Evaluator,  First
Trust  Advisors  L.P.,  as Portfolio Supervisor,  and  The  Chase
Manhattan  Bank,  as Trustee (the "Trustee").   Pursuant  to  the
terms of the Indenture, units of fractional undivided interest in
the  Trust  (the "Units") will be issued in the aggregate  number
set forth in the Indenture.

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

     Based  upon  the foregoing, we are of the opinion  that  the
Trust will not constitute an association taxable as a corporation
under  New York law, and accordingly will not be subject  to  the
New  York  State  franchise  tax or the  New  York  City  general
corporation tax.

     We  consent  to the filing of this opinion as an exhibit  to
the   Registration  Statement  (No.  333-79783)  filed  with  the
Securities   and   Exchange  Commission  with  respect   to   the
registration  of the sale of the Units and to the  references  to
our  name  in  such  Registration Statement and  the  preliminary
prospectus included therein.

                                    Very truly yours,



                                    CARTER, LEDYARD & MILBURN





                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005


                          July 1, 1999



The Chase Manhattan Bank, as Trustee of
  FT 347
4 New York Plaza, 6th Floor
New York, New York 10004-3473

Attention:     Mr. Thomas Porazzo
               Vice President


Re:                              FT 347

Dear Sirs:

     We  are  acting  as  counsel for The  Chase  Manhattan  Bank
("Chase")  in  connection with the execution and  delivery  of  a
Trust Agreement ("the Trust Agreement") dated today's date (which
Trust  Agreement incorporates by reference certain Standard Terms
and Conditions of Trust dated November 20, 1991, and the same are
collectively  referred to herein as the "Indenture")  among  Nike
Securities  L.P.,  as  Depositor (the "Depositor"),  First  Trust
Advisors  L.P.,  as  Evaluator, First  Trust  Advisors  L.P.,  as
Portfolio  Supervisor,  and Chase, as  Trustee  (the  "Trustee"),
establishing the unit investment trust or trusts included  in  FT
347  (each, a "Trust"), and the confirmation by Chase, as Trustee
under  the  Indenture, that it has registered on the registration
books of the Trust the ownership by the Depositor of a number  of
units  constituting  the  entire  interest  in  the  Trust  (such
aggregate  units  being  herein called "Units"),  each  of  which
represents  an undivided interest in the respective  Trust  which
consists  of common stocks (including, confirmations of contracts
for  the purchase of certain stocks not delivered and cash,  cash
equivalents  or an irrevocable letter of credit or a  combination
thereof,  in  the  amount  required for such  purchase  upon  the
receipt  of  such  stocks),  such stocks  being  defined  in  the
Indenture  as  Securities and referenced in the Schedule  to  the
Indenture.

     We   have  examined  the  Indenture,  a  specimen   of   the
certificates  to  be issued thereunder (the "Certificates"),  the
Closing  Memorandum dated today's date, and such other  documents
as  we  have  deemed necessary in order to render  this  opinion.
Based on the foregoing, we are of the opinion that:

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

    2.     The  Trust  Agreement  has  been  duly  executed   and
delivered  by Chase and, assuming due execution and  delivery  by
the  other  parties  thereto, constitutes the valid  and  legally
binding obligation of Chase.

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

    4.    Chase,  as  Trustee, has registered on the registration
books  of  the Trust the ownership of the Units by the Depositor.
Upon  receipt  of  confirmation  of  the  effectiveness  of   the
registration statement for the sale of the Units filed  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933,  the  Trustee may deliver Certificates for such  Units,  in
such names and denominations as the Depositor may request, to  or
upon  the  order  of  the Depositor as provided  in  the  Closing
Memorandum.

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

                                       Very truly yours,


                                       CARTER, LEDYARD & MILBURN





First Trust Advisors L.P.
1001 Warrenville Road
Lisle, Illinois  60532




July 1, 1999


Nike Securities L.P.
1001 Warrenville Road
Lisle, IL  60532

Re:  FT 347

Gentlemen:

     We   have  examined  the  Registration  Statement  File  No.
333-79783 for the above captioned fund.  We hereby consent to the
use  in  the  Registration Statement of the references  to  First
Trust Advisors L.P. as evaluator.

     You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.

Sincerely,

First Trust Advisors L.P.



Robert M. Porcellino
Senior Vice President




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