FT353, S-6, 1999-06-30

FT353
S-6, 1999-06-30

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

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

A. Exact Name of Trust: FT 353

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

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

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

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

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

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

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

SUBJECT TO COMPLETION DATED JUNE 30, 1999

BANDWIDTH SOLUTIONS PORTFOLIO SERIES
ENERGY PORTFOLIO, SERIES 6
FINANCIAL SERVICES PORTFOLIO, SERIES 7
PHARMACEUTICAL PORTFOLIO, SERIES 7
TECHNOLOGY PORTFOLIO, SERIES 10

FT 353

FT 353 consists of five separate unit investment trusts each of which is
listed above (each, a "Trust," and collectively, the "Trusts"). Each
Trust contains a diversified portfolio of common stocks ("Securities")
issued by companies in the industry sector or investment focus for which
the Trust is named. The objective of each Trust is 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.

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

First Trust (registered trademark)

1-800-621-9533

The date of this prospectus is ____________, 1999

Page 1

Table of Contents

Summary of Essential Information 3
Fee Tables 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 15
Portfolios 16
Risk Factors 20
Portfolio Securities Descriptions 21
Public Offering 23
Distribution of Units 26
The Sponsor's Profits 27
The Secondary Market 27
How We Purchase Units 27
Expenses and Charges 27
Tax Status 28
Retirement Plans 29
Rights of Unit Holders 30
Income and Capital Distributions 30
Redeeming Your Units 31
Removing Securities from a Trust 32
Amending or Terminating the Indenture 33
Information on the Sponsor, Trustee and Evaluator 34
Other Information 35

Page 2

Summary of Essential Information

FT 353

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

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

<TABLE>
<CAPTION>
Bandwidth Energy Financial Services
Solutions Portfolio Portfolio
Portfolio Series Series 6 Series 7
________________ ____________ __________________
<S> <C> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation
of Securities per Unit (2) $ $ $
Maximum Sales Charge of 4.5% of the Public Offering
Price per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ $ $
Less Deferred Sales Charge per Unit $(.350) $(.350) $(.350)
Public Offering Price per Unit (4) $ $ $
Sponsor's Initial Repurchase Price per Unit (5) $ $ $
Redemption Price per Unit (based on aggregate underlying
value of Securities less deferred sales charge) (5) $ $ $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code _____ _____ _____
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date ____________, 1999
Mandatory Termination Date (6) ____________, 20__
Income Distribution Record Date Fifteenth day of each June and December
commencing December 15, 1999.
Income Distribution Date (7) Last day of each June and December
commencing December 31, 1999.

_____________

<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
</TABLE>

Page 3

Summary of Essential Information

FT 353

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

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

<TABLE>
<CAPTION>
Pharmaceutical Technology
Portfolio Portfolio
Series 7 Series 10
___________ ___________
<S> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ $
Maximum Sales Charge of 4.5% of the Public Offering Price per Unit
(4.545% of the net amount invested, exclusive of the deferred sales charge) (3) $ $
Less Deferred Sales Charge per Unit $(.350) $(.350)
Public Offering Price per Unit (4) $ $
Sponsor's Initial Repurchase Price per Unit (5) $
Redemption Price per Unit (based on aggregate underlying
value of Securities less deferred sales charge) (5) $ $
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code _____ _____
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date ____________, 1999
Mandatory Termination Date (6) ____________, 20__
Income Distribution Record Date Fifteenth day of each June and December commencing December 15, 1999.
Income Distribution Date (7) Last day of each June and December commencing December 31, 1999.

________________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

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

(2) Each Security, if listed on a securities exchange, is valued at its
last closing sale price. If a Security is not listed, or if no closing
sale 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").

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

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. Additional Units may be
created during the day of the Initial Date of Deposit which, along with
the Units described above, will be valued as of the Evaluation Time on
the Initial Date of Deposit and sold to investors at 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.

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

(6)See "Amending or Terminating the Indenture."

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

Page 4

Fee Tables

These Fee Tables are intended to help you to understand the costs and
expenses that you will bear directly or indirectly. See "Public
Offering" and "Expenses and Charges." Although the Trusts have a term of
approximately five years and are unit investment trusts rather than
mutual funds, this information allows you to compare fees.

<TABLE>
<CAPTION>
Bandwidth Solutions Energy Financial Services
Portfolio Portfolio Portfolio
Series Series 6 Series 7
____________________ __________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
______ ______ ______
<S> <C> <C> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase %(a) $ %(a) $ %(a) $
Deferred sales charge %(b) %(b) %(b)
_____ ______ _____ ______ _____ ______
Maximum sales charge % $ % $ % $
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on reinvested dividends %(c) $ %(c) $ %(c) $
===== ====== ===== ====== ===== ======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs %(d) $ %(d) $ %(d) $
===== ====== ===== ====== ===== ======

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees % $ % $ % $
Trustee's fee and other operating expenses % % %
_____ ______ _____ ______ _____ ______
Total % $ % $ % $
===== ===== ===== ====== ===== =====
</TABLE>

<TABLE>
<CAPTION>
Pharmaceutical Technology
Portfolio, Series 7 Portfolio, Series 10
___________________ _____________________
Amount Amount
per Unit per Unit
______ ______
<S> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase %(a) $ %(a) $
Deferred sales charge %(b) %(b)
_____ ______ _____ ______
Maximum sales charge % $ % $
===== ====== ===== ======
Maximum sales charge imposed on reinvested dividends %(c) $ %(c) $
===== ====== ===== ======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs %(d) $ %(d) $
===== ====== ===== ======

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative % %
and evaluation fees $ $
Trustee's fee and other operating expenses % %
_____ ______ _____ ______
Total % $ % $
===== ===== ===== ======
</TABLE>

Page 5

This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a 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 a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years
__________ __________ __________
<S> <C> <C> <C>
Bandwidth Solutions Portfolio Series $ $ $
Energy Portfolio, Series 6
Financial Services Portfolio, Series 7
Pharmaceutical Portfolio, Series 7
Technology Portfolio, Series 10

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) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge (4.5% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $.35 per Unit). When the Public Offering Price exceeds $10.00
per Unit, the initial sales charge will exceed 1.00% of the Public
Offering Price per Unit.

(b) The deferred sales charge is a fixed dollar amount equal to $.35 per
Unit which will be deducted in five monthly installments of $.07 per
Unit beginning ____________, 1999 and on the 20th day of each month
thereafter (or the preceding business day if the 20th day is not a
business day) through ____________, 2000. 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 3.5% of the Public Offering Price. If you
purchase Units after the first deferred sales charge payment has been
deducted, your purchase price will include both the initial sales charge
and any remaining deferred sales charge payments.

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

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

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 353

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 353, comprised of the Bandwidth
Solutions Portfolio Series; Energy Portfolio, Series 6; Financial
Services Portfolio, Series 7; Pharmaceutical Portfolio, Series 7; and
Technology Portfolio, Series 10, as of the opening of business on
____________, 1999. These statements of net assets are the
responsibility of the Trusts' Sponsor. Our responsibility is to express
an opinion on these statements 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 statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts on ____________, 1999. An
audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 353,
comprised of the Bandwidth Solutions Portfolio Series; Energy Portfolio,
Series 6; Financial Services Portfolio, Series 7; Pharmaceutical
Portfolio, Series 7; and Technology Portfolio, Series 10, at the opening
of business on ____________, 1999 in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
____________, 1999

Page 7

Statements of Net Assets

FT 353

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

<TABLE>
<CAPTION>
Bandwidth Financial
Solutions Energy Services
Portfolio Portfolio Portfolio
Series Series 6 Series 7
____________ ____________ __________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (5) $ $ $
Less maximum sales charge (5) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========

_______________

<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>
</TABLE>

Page 8

Statements of Net Assets (cont'd.)

FT 353

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

<TABLE>
<CAPTION>
Technology Pharmaceutical
Portfolio Portfolio
Series 10 Series 7
____________ _______________
<S> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( )
________ ________
Net assets $ $
======== ========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (5) $ $
Less maximum sales charge (5) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( )
________ ________
Net assets $ $
======== ========

_____________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

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

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,250,000 will be allocated among each of the five Trusts in
FT 353, 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 Trusts. These costs have been estimated at $ per
Unit for each Trust. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust 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 such Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions from a Trust ($.35 per Unit), payable to us in five equal
monthly installments beginning on ____________, 1999 and on the
twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through ____________, 2000.
If you redeem Units before ____________, 2000 you will have to pay the
remaining amount of the deferred sales charge applicable to such Units
when you redeem them.

(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 4.5% of the Public Offering Price per Unit
(equivalent to 4.545% of the net amount invested, exclusive of the
deferred sales charge), assuming no reduction of sales charge as set
forth under "Public Offering."
</FN>
</TABLE>

Page 9

Schedule of Investments

Bandwidth Solutions Portfolio Series
FT 353

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

<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost of
of Ticker Symbol and Offering per Securities
Shares Name of Issuer of Securities (1) Price (3) Share to Trust (2)
_________ _____________________________________ ____________ ______ ____________
<S> <C> <C> <C> <C>
Cable TV
______________________
CMCSK Comcast Corporation (Class A Special) % $ $
COX Cox Communications, Inc. (Class A) %

Communications Services
______________________
AT ALLTEL Corporation %
T AT&T Corp. %
BEL Bell Atlantic Corporation %
BLS BellSouth Corporation %
LVLT Level 3 Communications, Inc. %
WCOM MCI WorldCom, Inc. %
QWST Qwest Communications International Inc. %
SBC SBC Communications Inc. %
FON Sprint Corporation (FON Group) %

Data Networking/Communications Equipment
________________________________________
ADCT ADC Telecommunications, Inc. %
BRCM Broadcom Corporation (Class A) %
CSCO Cisco Systems, Inc. %
CMVT Comverse Technology, Inc. %
ECILF ECI Telecom Limited (4) %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
PMCS PMC-Sierra, Inc. (4) %
TLAB Tellabs, Inc. %
VTSS Vitesse Semiconductor Corporation %

Wireless Communications
_______________________
ERICY LM Ericsson AB (Class B) (ADR) %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
QCOM QUALCOMM Incorporated %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>

Page 10

Schedule of Investments

Energy Portfolio, Series 6
FT 353

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

Oil & Gas-Drilling
________________
DO Diamond Offshore Drilling, Inc. %
GLM Global Marine Inc. %
NBR Nabors Industries, Inc. %
NE Noble Drilling Corporation %
SDC Santa Fe International Corporation %
RIG Transocean Offshore Inc. %

Oil & Gas-Exploration & Production
_____________________________
BRR Barrett Resources Corporation %
VRI Vastar Resources, Inc. %

Oil-Field Services
______________
BJS BJ Services Company %
BHI Baker Hughes Incorporated %
CAM Cooper Cameron Corporation %
GLBL Global Industries, Ltd. %
HAL Halliburton Company %
PGO Petroleum Geo-Services (ADR) %
SLB Schlumberger Limited %
TDW Tidewater Inc. %

Oil-Integrated
____________
BPA BP Amoco Plc (ADR) %
CHV Chevron Corporation %
E ENI SpA (ADR) %
XON Exxon Corporation %
RD Royal Dutch Petroleum Company (4) %
TX Texaco Inc. %
TOT Total SA (ADR) %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>

Page 11

Schedule of Investments

Financial Services Portfolio, Series 7
FT 353

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

Financial Services
_____________
AXP American Express Company %
COF Capital One Financial Corporation %
C Citigroup Inc. %
CCR Countrywide Credit Industries, Inc. %
FNM Fannie Mae %
FRE Freddie Mac %
HI Household International, Inc. %
KRB MBNA Corporation %
PVN Providian Financial Corporation %

Insurance
________
AFL AFLAC Incorporated %
ALL The Allstate Corporation %
AIG American International Group, Inc. %
CB The Chubb Corporation %
EQ The Equitable Companies Incorporated %
MTG MGIC Investment Corporation %
PGR The Progressive Corporation %

Investment Services
________________
BEN Franklin Resources, Inc. %
LEH Lehman Brothers Holdings Inc. %
MER Merrill Lynch & Co., Inc. %
MWD Morgan Stanley Dean Witter & Co. %
TROW T. Rowe Price Associates, Inc. %
SCH The Charles Schwab Corporation %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>

Page 12

Schedule of Investments

Pharmaceutical Portfolio, Series 7
FT 353

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

<TABLE>
<CAPTION>
Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities to
of Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
_______ _______________________________________ __________ ______ ________
<S> <C> <C> <C> <C>
AZA ALZA Corporation % $ $
ABT Abbott Laboratories %
AHP American Home Products Corporation %
AMGN Amgen Inc. %
BGEN Biogen, Inc. %
BMY Bristol-Myers Squibb Company %
ELN Elan Corporation Plc (ADR) %
GENZ Genzyme Corporation-General Division %
GLX Glaxo Wellcome Plc (ADR) %
JNJ Johnson & Johnson %
JMED Jones Pharma Incorporated %
MRK Merck & Co., Inc. %
MYL Mylan Laboratories Inc. %
NVTSY Novartis AG (ADR) %
PFE Pfizer Inc. %
ROHHY Roche Holdings Ltd. (ADR) %
SGP Schering-Plough Corporation %
SBH SmithKline Beecham Plc (ADR) %
WLA Warner-Lambert Company %
WPI Watson Pharmaceuticals, Inc. %
______ _________
Total Investments 100% $
====== =========

______________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>
</TABLE>

Page 13

Schedule of Investments

Technology Portfolio, Series 10
FT 353

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

Computer Software & Services
____________________________
BMCS BMC Software, Inc. %
CHKP Check Point Software Technologies Ltd. (4) %
CPWR Compuware Corporation %
KEA Keane, Inc. %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
SAP SAP AG (ADR) %

Data Networking/Communications Equipment
________________________________________
CSCO Cisco Systems, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
TLAB Tellabs, Inc. %

Semiconductors & Semiconductor Equipment
___________________________________
ALTR Altera Corporation %
AMAT Applied Materials, Inc. %
INTC Intel Corporation %
MXIM Maxim Integrated Products, Inc. %
SNPS Synopsys, Inc. %
TXN Texas Instruments Incorporated %
VTSS Vitesse Semiconductor Corporation %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
NOTES TO SCHEDULES OF INVESTMENTS

(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 ____________, 1999.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the close of
business 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 profit or
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to a Trust) are set forth below:

Cost of
Securities Profit
to Sponsor (Loss)
_________ ______
Bandwidth Solutions Portfolio Series $ $
Energy Portfolio, Series 6 $ $
Financial Services Portfolio, Series 7 $ $
Pharmaceutical Portfolio, Series 7 $ $
Technology Portfolio, Series 10 $ $

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

(4)This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.
</FN>
</TABLE>

Page 14

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, 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 Trusts.

This FT Series contains five separate unit investment trusts which are
known as:

- - Bandwidth Solutions Portfolio Series

- - Energy Portfolio, Series 6

- - Financial Services Portfolio, Series 7

- - Pharmaceutical Portfolio, Series 7

- - Technology Portfolio, Series 10

Mandatory Termination Date.

Each Trust will terminate on the Mandatory Termination Date,
approximately five years from the date of this Prospectus. This date is
shown in "Summary of Essential Information." Each 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 Trusts.

How We Created the Trusts.

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 Trusts, 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 each Trust's portfolio, as stated under "Schedule of
Investments" for each Trust. After the Initial Date of Deposit, we may
deposit additional Securities in the Trusts, 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 percentage relationship
established among the Securities on the Initial Date of Deposit, and not
the 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 underlying Securities will fluctuate daily, the
ratio of Securities in the Trusts, 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 a 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 Trusts will pay the associated brokerage
fees. To reduce this dilution, the Trusts 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 Trusts to buy Securities. If we or an affiliate of
ours act as agent to the Trusts, we will be subject to the restrictions
under the Investment Company Act of 1940, as amended.

We cannot guarantee that a 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 Trusts will not, however, sell Securities to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if the Securities no longer meet the
criteria by which they were selected. You will not be able to dispose of
or vote any of the Securities in the Trusts. 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 contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase

Page 15

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 a 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.

Portfolios

Objectives. The objective of each Trust is to provide investors with the
potential for above-average capital appreciation through an investment
in a diversified portfolio of common stocks of companies in the industry
sector or investment focus for which the Trust is named. A diversified
portfolio helps to offset the risks normally associated with such an
investment, although it does not eliminate them entirely. The companies
selected for the Trusts have been researched and evaluated using
database screening techniques, fundamental analysis, and the judgment of
the Sponsor's research analysts.

Bandwidth Solutions Portfolio Series is a unit investment trust which
invests in a portfolio of common stocks of telecommunications companies
which are focusing on bandwidth technologies. The term bandwidth refers
to the amount of information that can be transmitted from one user to
another in a given amount of time. The speed at which these signals
travel is often as important to the end-user as the information that is
being transmitted. The growing demand for bandwidth is being driven by
the surge in the volume and complexity of data communications on the
Internet. For example, it would take more bandwidth to download a video
game off the Internet in one second than a page of text.

Now that the Internet infrastructure is firmly in place, the demand for
bandwidth should continue to grow as more people access the Web
worldwide, and as telecommunications service providers begin to mass
market their newer and faster broadband systems.

The following factors support our positive outlook for the companies in
this portfolio:

- - Communications networks presently carry nearly 30 times more voice
traffic than data. In light of the growth in Internet usage, data
traffic is expected to surpass voice communications in the years ahead.

- - Wireless communications is now the fastest growing segment of the
communications equipment market. The demand for wireless products and
services should continue to grow as analog networks are upgraded to
digital systems. Digital signals will accommodate wireless data
communications and potentially increase demand for bandwidth.

- - The transition from copper wiring to fiber-optics is occurring at a
brisk pace. In 1998, it is estimated that over 20 million miles of fiber
cables were installed across the United States.

- - Internet access revenues are expected to shift from independent
Internet service providers to telecom and cable companies.

Deregulation. The U.S. Telecommunications Act of 1996 and the 1997
Telecommunications Agreement, passed by the World Trade Organization,
have opened markets domestically and internationally to encourage
competition and capital investment. New service providers, such as Level
3 Communications, are investing aggressively in network equipment.

Broadband Systems. The future of high-speed access to the Internet lies
in Digital Subscriber Lines (DSL) and cable modems. A new DSL technology
standard, known as the G.Lite, will allow for high-speed Internet access
concurrent with normal telephone service. The technology can be
installed directly by consumers into their PCs, so there will be no
added cost to the telecommunications carriers.

Communications Equipment. The demand for value-added services, like high-
speed Internet access, should continue to fuel demand for more bandwidth
and communications equipment. On a worldwide basis, demand for
communications equipment was estimated at approximately $250 billion in
1997. With the level of competition intensifying, telecommunications
companies have the potential to spend more on equipment in the future.

Energy Portfolio, Series 6 is a unit investment trust which invests in a
portfolio of common stocks of energy companies which the Sponsor
believes are positioned to take advantage of the world's increasing

Page 16

demand for energy. The demand for energy, in all of its forms, tends to
be driven largely by economic prosperity and is, therefore, cyclical in
nature. The global consumption of oil, for example, increased in 1996
and 1997 due to solid economic growth throughout most of the world; yet
consumption decreased in 1998 as a result of the economic crisis
developing in Russia and Southeast Asia.

The United States consumes approximately 25% of the world's supply of
oil; however, it is anticipated that emerging countries, along with
Asia, may experience the highest rate of growth in demand in the not too
distant future. Emerging countries, which account for 43% of world
demand as of 1997, are expected to account for more than 50% of demand
by the year 2015.

The following factors support our positive outlook for the energy
industry:

- - The price of oil has moved higher in 1999 and, on a historical basis,
is back to its normal trading range of $17-$19 per barrel.

- - Oil prices have a significant influence on capital spending. Oil
companies need a sustained upward trend in oil prices to justify risking
large amounts of investment capital on rigs and exploration. For this
reason, the oil industry tends to experience longer peaks and troughs
than most cyclical industries.

- - Utilization rates, which reflect the percentage of rigs that are
active, can act as a barometer for energy prices. In 1981, oil prices
were high and the utilization rate was at 98%. In 1986, however, oil
prices were low and the utilization rate was at 26%. In August of 1998,
the rate was at 77%. While not always accurate, this barometer suggests
that when oil prices are strong, the percentage of active rigs tends to
increase.

- - By the year 2020, it is projected that the world will consume three
times as much energy as it did 25 years ago. The majority of the added
consumption is expected to come from the developing countries of Asia.

Horizontal Drilling. This exploration technique is not new, but it has
been improved. New instrumentation can now be attached to a drill bit to
generate real time geological information, without impeding the drilling
process. It is estimated that horizontal drilling has the potential to
out-produce a vertical well by as much as sevenfold. This technique has
been especially cost-effective in offshore drilling.

3-D Seismic Imaging. This is a relatively newer technology that is used
to detect underground oil and gas reserves. Seismic imaging utilizes the
vibration from sound waves to construct a three-dimensional, computer-
generated picture of a geological formation. This process has the
potential to greatly improve the odds of locating oil and gas.

Time is Money. The technologies that are presently being employed in the
field of oil and gas exploration are helping reduce the cost of
extracting oil and natural gas by saving detection time and allowing
companies to capture a higher percentage of tapped reserves. In the
1990s, oil and natural gas stocks have been mostly out of favor, but the
companies in the industry have been consolidating and cutting costs to
position themselves for the next upward cycle.

Financial Services Portfolio, Series 7 is a unit investment trust which
invests in a portfolio of common stocks of companies which are banks and
thrifts, financial and investment service providers and insurance
companies. Companies in the financial services industry continue to
prosper as the 1990s draw to a close. Two of the biggest catalysts cited
for the surge in the demand for financial products and services in
recent years are a robust economy and an aging population.

The U.S. economy has recently entered its ninth year of expansion. The
combination of low interest rates, low inflation and low unemployment
has been a boon for the securities industry, banks, mortgage lenders and
credit card issuers.

With respect to an aging population, nearly three out of ten people in
the United States are baby boomers. As a demographic, they can influence
demand by sheer size alone.

The following factors support our positive outlook for the financial
services industry:

- - A concern of many Americans, especially those nearing retirement, is
the status of Social Security. With government resources vulnerable to
shortfalls, boomers recognize the importance of investing during their
peak earnings years.

- - The commercial banking industry is considered to be as healthy today
as it has ever been. The overcapacity that once prevailed in this

Page 17

industry has been reduced through mergers and acquisitions.

- - Regulatory changes, such as amendments made to interstate banking
laws and the Glass-Steagall Act of 1933, have opened new markets to
banks and other financial services companies that were previously
prohibited by law.

- - An aging population could create higher demand for life and other
insurance products.

The Battle for Consumers. Consumers are becoming increasingly interested
in bundling different financial services from non-traditional sources,
including insurance and brokerage through banks; bank accounts and
credit cards through brokers; and loans through insurance companies.

Cross-Selling Product Lines. Financial services companies are facing
fierce levels of competition in today's marketplace. Regulatory reform
has, in effect, dropped many of the legislative barriers to entry and
has transformed what was once a highly fragmented industry into one that
is more commodity-like. The ability to retain a customer's assets could
hinge on the ability to offer products ranging from savings accounts to
insurance.

New Methods of Distribution. Offering investment products online is a
relatively new concept, but early reports suggest that e-commerce can be
an effective way to attract new customers and cross-sell existing
customers. Wells Fargo, the nation's largest online banker servicing one
million accounts, is a good example of how financial services companies
are capitalizing on the move towards e-commerce. Their online customers
reportedly maintain higher deposit balances, buy more products and cost
less to service than traditional bank customers.

Industry Leaders Have an Edge. Owning a fixed portfolio of industry
leaders in the financial services sector is worth consideration for a
couple of important reasons. First, implementing a one-stop shopping
strategy is very capital intensive. Second, the need to upgrade
technology is paramount to servicing new product lines and distribution
channels, such as selling online. Many believe these companies are best
positioned to provide consumers with the best products and services in
the new millennium.

Pharmaceutical Portfolio, Series 7 is a unit investment trust which
invests in a portfolio of common stocks issued by pharmaceutical
companies. The pharmaceutical industry generated over $300 billion in
sales worldwide in 1998, nearly $125 billion of which was done by U.S.
drugmakers. The industry is highly competitive and extremely capital
intensive. Drugmakers spend in excess of $21 billion annually on
researching and developing new products. The amount of capital invested
in research and development ("R&D") has nearly doubled every five years
since 1970.

There are approximately 78 million baby boomers living in the United
States, some of whom will begin turning 65 after 2010. Currently, it is
estimated that 70 percent of Americans over the age of 65 suffer from
cardiovascular disease. It is believed that as average life expectancies
increase, the number of people at risk for disease will increase.

The following factors support our positive outlook for the
pharmaceutical industry:

- - Numerous pharmaceutical scientists are currently researching over
1,000 new medicines. Pharmaceutical companies have generated more than
100 new treatments in the last two years.

- - Pharmaceutical companies have staffed up their sales forces to
increase market shares. The top 40 drugmakers currently employ
approximately 59,000 representatives in the United States, up from
34,000 in 1994.

- - Foreign demand for pharmaceuticals is growing, especially in emerging
countries. U.S. drug companies sold an estimated $43 billion abroad in
1998, approximately 54% of total U.S. sales.

- - Managed care providers, especially HMOs, encourage the use of
pharmaceuticals because they are regarded as a relatively inexpensive
form of treatment and are less invasive.

- - Research-based pharmaceutical companies continue to invest record-
setting amounts on research and development. Spending is expected to
increase by 14.1% in 1999 to a new record level of $24.03 billion.

The Food & Drug Administration. In 1997, the Food and Drug
Administration (FDA) relaxed its restrictions on pharmaceutical
companies advertising drugs directly to the public. The FDA, which now
has a faster review process in place, is creating a business environment
that could make it quicker and more economical for some drugmakers to

Page 18

bring new products to market.

Ad Spending Is On The Rise. Direct-To-Consumer (DTC) advertising totaled
$1.3 billion in 1998. The percentage spent on television ads featuring
prescription drugs was $664 million, more than double the amount in
1997. Drugmakers are promoting their products to the public through all
of the major media outlets including television, radio, magazines and
newspapers. Advertising allows companies to educate the public about
diseases and treatments as well as gather information that will help
them target consumers in the future.

Demand Driven By Need. Pharmaceutical companies have initiated a number
of cost-containment measures such as using the Internet to reduce
administrative costs and forging alliances with biotechnology companies
to share expertise and the costs associated with R&D. The bottom line is
that the demand for prescription and over-the-counter drugs is driven
more by need than price. An aging population coupled with longer life
expectancies should help support, if not boost, demand for drugs in the
future.

Technology Portfolio, Series 10 is a unit investment trust which invests
in a portfolio of common stocks of companies involved in the
manufacturing, sales or servicing of computers and peripherals, data
networking/communications equipment, software, semiconductor equipment
and semiconductors. If you are looking to invest in cutting-edge
technology, you may not need to look any further than the Internet. It
is now estimated that over 100 million people are connected to the Web
worldwide. The technology that makes it all possible is developed by
computer, software, networking and communications companies. Now that
the infrastructure is in place, the focus of technology is shifting to e-
commerce.

E-commerce can be divided into two main categories: business-to-consumer
and business-to-business. Business-to-business online revenues totaled
$43 billion in 1998, while business-to-consumer revenues were estimated
to be in the area of $13 billion. The potential of e-commerce is so
great that many computer companies, like IBM, are marketing themselves
as "e-business" companies.

The following factors support our positive outlook for the technology
industry:

- - Half of all U.S. households own a computer. Lower-income households
are buying personal computers at a faster rate than any other segment,
in part because of the introduction of models that retail below $1,000.

- - Approximately 31 million U.S. households are connected to the
Internet. In addition, 28 million offices are connected, an increase of
76% over early 1998.

- - Semiconductor sales, tempered in recent years by economic weakness in
Asia, are expected to rebound and experience strong growth in 2000 and
2001.

- - The expanding use of e-commerce is expected to result in significant
cost savings in business-to-consumer transactions.

- - Using the Internet to improve forecasting and replenishment of
products, companies should be able to reduce inventory costs as
suppliers are linked by just-in-time inventory systems.

- - E-commerce should dramatically reduce the amount of time it takes to
process orders. In addition, customer service costs should be reduced
through the use of a Web customer service interface to decrease errors.

Software Solutions. E-commerce is creating demand and opportunity for
software products in many areas including supply-chain management (SCM)
and database software. These software systems can navigate massive
amounts of data to help streamline manufacturing and distribution,
monitor inventories and perform transaction management.

Data Networking. The value of information lies in its application.
Computer networks connect computers and peripheral equipment so that
information can be shared. As e-commerce evolves, the need for
businesses to network with suppliers and customers should create strong
demand for those companies that provide equipment and data networking
services.

Higher Productivity. Technology has played an integral part in the
economic prosperity enjoyed by the United States during the 1990s. It
has helped increase productivity and curb inflation. The Internet should
continue to fuel technological innovation for years to come as
businesses of all sizes go online to increase distributions and boost

Page 19

efficiency. The Technology Portfolio invests in companies that have the
potential to benefit from the future growth in e-commerce.

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

Risk Factors

Price Volatility. The Trusts invest in common stocks of U.S., and, for
certain Trusts, foreign companies. The value of a 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 Trusts are 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 any Trust will be positive over any period of time or
that you won't lose money. Units of the Trusts are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Certain of the Securities in certain Trusts may be issued by companies
with market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies. This is a result of several factors common to many such
issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.

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

Communications/Bandwidth Industry. The Bandwidth Solutions Portfolio
Series consists of telecommunications companies which are focusing on
bandwidth technologies. The market for high technology communications products
and services is characterized by rapidly changing technology, rapid product
obsolescence or loss of patent protection, cyclical market patterns, evolving
industry standards and frequent new product introductions. Certain
communications/bandwidth companies are subject to substantial
governmental regulation, which among other things, regulates permitted
rates of return and the kinds of services that a company may offer. The
communications industry has experienced substantial deregulation in
recent years. Deregulation may lead to fierce competition for market
share and can have a negative impact on certain companies. Competitive
pressures are intense and communications stocks can experience rapid
volatility.

Energy Industry. The Energy Portfolio, Series 6 consists of companies
that explore for, produce, refine, distribute or sell petroleum
products, or provide parts or services to petroleum companies. General
problems of the oil and petroleum products industry include volatile
fluctuations in price and supply of energy fuels, international
politics, reduced demand as a result of increases in energy efficiency
and energy conservation, the success of exploration projects, clean-up
and litigation costs relating to oil spills and environmental damage,
and tax and other regulatory policies of various governments. Oil
production and refining companies are subject to extensive federal,
state and local environmental laws and regulations regarding air
emissions and the disposal of hazardous materials. In addition, declines
in U.S. and Russian crude oil production will likely lead to a greater
world dependence on oil from OPEC nations which may result in more
volatile oil prices.

Financial Services Industry. The Financial Services Portfolio, Series 7
includes banks and thrifts, insurance companies and investment firms.
Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession; volatile interest rates;
portfolio concentrations in geographic markets and in commercial and
residential real estate loans; and competition from new entrants in
their fields of business. In addition, banks, thrifts and their holding
companies are extensively regulated at both the federal and state level
and may be adversely affected by increased regulations.

Banks and thrifts will face increased competition from nontraditional
lending sources as regulatory changes permit new entrants to offer
various financial products. Technological advances such as the Internet
allow these nontraditional lending sources to cut overhead and permit
the more efficient use of customer data.

Page 20

Brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies are also financial services providers. These
companies compete with banks and thrifts to provide traditional
financial service products, in addition to their traditional services,
such as brokerage and investment advice. In addition, all financial
service companies face shrinking profit margins due to new competitors,
the cost of new technology and the pressure to compete globally.

Companies involved in the insurance industry are engaged in
underwriting, selling, distributing or placing of property and casualty,
life or health insurance. Insurance company profits are affected by many
factors, including interest rate movements, the imposition of premium
rate caps, competition and pressure to compete globally. Property and
casualty insurance profits may also be affected by weather catastrophes
and other disasters. Life and health insurance profits may be affected
by mortality rates. Already extensively regulated, insurance companies'
profits may also be adversely affected by increased government
regulations or tax law changes.

Pharmaceutical Industry. The Pharmaceutical Portfolio, Series 7 includes
companies involved in medical supplies, drugs, biotech, managed care and
services management. General risks of such companies involve extensive
competition, generic drug sales or the loss of patent protection,
product liability litigation and increased government regulation.
Research and development costs of bringing new drugs to market are
substantial, and there is no guarantee that the product will ever come
to market.

Technology Industry. The Technology Portfolio, Series 10 is concentrated
in Securities issued by companies which are involved in the technology
industry. Technology companies are generally subject to the risks of
rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing and reduced profit margins; the loss of
patent, copyright and trademark protections; cyclical market patterns;
evolving industry standards and frequent new product introductions.
Technology companies may be smaller and less experienced companies, with
limited product lines, markets or financial resources and fewer
experienced management or marketing personnel. Technology company
stocks, especially those which are Internet-related, have experienced
extreme price and volume fluctuations that are often unrelated to their
operating performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.

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 of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation, or of the industries
represented by such 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
Trusts. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities.

Foreign Stocks. Certain of the Securities in certain Trusts are issued
by foreign companies, which makes these Trusts subject to more risks
than if they invested solely in domestic common stocks. These Securities
are either directly listed on a U.S. securities exchange or are in the
form of American Depositary Receipts ("ADRs") which are 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

Bandwidth Solutions Portfolio Series

Cable TV
- --------

Comcast Corporation (Class A Special)

Cox Communications, Inc. (Class A)

Page 21

Communications Services
- -----------------------

ALLTEL Corporation

AT&T Corp.

Bell Atlantic Corporation

BellSouth Corporation

Level 3 Communications, Inc.

MCI WorldCom, Inc.

Qwest Communications International Inc.

SBC Communications Inc.

Sprint Corporation (FON Group)

Data Networking/Communications Equipment
- ----------------------------------------

ADC Telecommunications, Inc.

Broadcom Corporation (Class A)

Cisco Systems, Inc.

Comverse Technology, Inc.

ECI Telecom Limited

Lucent Technologies Inc.

Nortel Networks Corporation

PMC-Sierra, Inc.

Tellabs, Inc.

Vitesse Semiconductor Corporation

Wireless Communications
- -----------------------

LM Ericsson AB (Class B) (ADR)

Motorola, Inc.

Nokia Oy (ADR)

QUALCOMM Incorporated

Energy Portfolio, Series 6

Natural Gas
- -----------

El Paso Energy Corporation

Enron Corp.

Oil & Gas-Drilling
- ------------------

Diamond Offshore Drilling, Inc.

Global Marine Inc.

Nabors Industries, Inc.

Noble Drilling Corporation

Santa Fe International Corporation

Transocean Offshore Inc.

Oil & Gas-Exploration & Production
- ----------------------------------

Barrett Resources Corporation

Vastar Resources, Inc.

Oil-Field Services
- ------------------

BJ Services Company

Baker Hughes Incorporated

Cooper Cameron Corporation

Global Industries, Ltd.

Halliburton Company

Petroleum Geo-Services (ADR)

Schlumberger Limited

Tidewater Inc.

Oil-Integrated
- --------------

BP Amoco Plc (ADR)

Chevron Corporation

ENI SpA (ADR)

Exxon Corporation

Royal Dutch Petroleum Company

Texaco Inc.

Total SA (ADR)

Financial Services Portfolio, Series 7

Banks & Thrifts
- ---------------

BankAmerica Corporation

Charter One Financial, Inc.

The Chase Manhattan Corporation

Fleet Financial Group, Inc.

State Street Corporation

U.S. Bancorp

Washington Mutual, Inc.

Wells Fargo Company

Financial Services
- ------------------

American Express Company

Capital One Financial Corporation

Citigroup Inc.

Countrywide Credit Industries, Inc.

Fannie Mae

Freddie Mac

Household International, Inc.

MBNA Corporation

Providian Financial Corporation

Insurance
- ---------

AFLAC Incorporated

The Allstate Corporation

American International Group, Inc.

The Chubb Corporation

Page 22

The Equitable Companies Incorporated

MGIC Investment Corporation

The Progressive Corporation

Investment Services
- -------------------

Franklin Resources, Inc.

Lehman Brothers Holdings Inc.

Merrill Lynch & Co., Inc.

Morgan Stanley Dean Witter & Co.

T. Rowe Price Associates, Inc.

The Charles Schwab Corporation

Pharmaceutical Portfolio, Series 7

ALZA Corporation

Abbott Laboratories

American Home Products Corporation

Amgen Inc.

Biogen, Inc.

Bristol-Myers Squibb Company

Elan Corporation Plc (ADR)

Genzyme Corporation-General Division

Glaxo Wellcome Plc (ADR)

Johnson & Johnson

Jones Pharma Incorporated

Merck & Co., Inc.

Mylan Laboratories Inc.

Novartis AG (ADR)

Pfizer Inc.

Roche Holdings Ltd. (ADR)

Schering-Plough Corporation

SmithKline Beecham Plc (ADR)

Warner-Lambert Company

Watson Pharmaceuticals, Inc.

Technology Portfolio, Series 10

Computers & Peripherals
- -----------------------

Compaq Computer Corporation

Dell Computer Corporation

EMC Corporation

Hewlett-Packard Company

International Business Machines Corporation

Solectron Corporation

Sun Microsystems, Inc.

Computer Software & Services
- ----------------------------

BMC Software, Inc.

Check Point Software Technologies Ltd.

Compuware Corporation

Keane, Inc.

Microsoft Corporation

Oracle Corporation

SAP AG (ADR)

Data Networking/Communications Equipment
- ----------------------------------------

Cisco Systems, Inc.

Lucent Technologies Inc.

Nortel Networks Corporation

Tellabs, Inc.

Semiconductors & Semiconductor Equipment
- ----------------------------------------

Altera Corporation

Applied Materials, Inc.

Intel Corporation

Maxim Integrated Products, Inc.

Synopsys, Inc.

Texas Instruments Incorporated

Vitesse Semiconductor Corporation

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 Public Offering
Price per Unit is comprised of the following:

- - The aggregate underlying value of the Securities;

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

- - Dividends receivable on Securities; and

- - The total sales charge (which combines an initial upfront sales
charge and 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.

Page 23

The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for a 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 each 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 a Trust. Securities will be sold to
reimburse the Sponsor for a 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 Trusts). During the period ending with the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period, there may be a decrease in the value of the Securities. To the
extent the proceeds from the sale of these Securities are insufficient
to repay the Sponsor for Trust organization costs, the Trustee will sell
additional Securities to allow a Trust to fully reimburse the Sponsor.
In that event, the net asset value per Unit of a Trust 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 a 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 a Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will
maintain the same proportionate relationship among the Securities
contained in a 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.

Minimum Purchase.

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

Sales Charges.

The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1% of the Public Offering
Price of a Unit. This initial sales charge is actually equal to the
difference between the maximum sales charge of 4.5% of the Public
Offering Price and the maximum remaining deferred sales charge
(initially $.35 per Unit). The initial sales charge will vary from 1%
with changes in the aggregate underlying value of the Securities,
changes in the Income and Capital Accounts and as deferred sales charge
payments are made. In addition, five monthly deferred sales charge
payments of $.07 per Unit will be deducted from each Trust's assets on
approximately the twentieth day of each month from ____________, 1999
through ____________, 2000. The maximum sales charge assessed during the
initial offering period will be 4.5% of the Public Offering Price per
Unit (equivalent to 4.545% of the net amount invested, exclusive of the
deferred sales charge).

After the initial offering period, if you purchase Units after the last
deferred sales charge payment has been assessed, your sales charge will
consist of a one-time initial sales charge of 4.5% of the Public
Offering Price (equivalent to 4.712% of the net amount invested), which
will be reduced by 1/2 of 1% on each subsequent ____________, commencing
____________, 2000, to a minimum sales charge of 3.0%.

Discounts for Certain Persons.

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

Page 24

Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ________________
$50 but less than $100 4.25%
$100 but less than $250 4.00%
$250 but less than $500 3.50%
$500 or more 2.50%

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

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer.
You may combine same day purchases of Units of the Trusts and units of
other similarly structured equity unit trusts for which we act as
Principal Underwriter and which are currently in the initial offering
period to meet the above volume purchase levels. We will consider Units
you purchase in the name of your spouse or your child under 21 years of
age to be purchases by you for determining the reduced sales charge. The
reduced sales charges will also apply to a trustee or other fiduciary
purchasing Units for a single trust estate or single fiduciary account.
You must inform your dealer of any combined purchases before the sale in
order to be eligible for the reduced sales charge. Any reduced sales
charge is the responsibility of the broker/dealer or other selling agent
making the sale.

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

The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:

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

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

If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units in the primary or secondary market at the Public Offering
Price, subject only to the Sponsor's retention of the sales charge. See
"Distribution of Units-Dealer Concessions."

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

The Value of the Securities.

The aggregate underlying value of the Securities in a 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 underlying Securities in
the Trusts as of the Evaluation Time on each business day and will
adjust the Public Offering Price of the Units according to this

Page 25

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 a Trust, plus or minus cash, if any, in the
Income and Capital Accounts of such 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.

Distribution of Units

We intend to qualify Units of the Trusts 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 other selling agents can purchase Units at prices which
represent a concession or agency commission of 3.2% of the Public
Offering Price per Unit (or 65% of the maximum sales charge after
____________, 2000). However, dealers and other selling agents will
receive a concession on the sale of Units subject only to any remaining
deferred sales charge equal to $.22 per Unit on Units sold subject to
the maximum deferred sales charge or 63% of the then current maximum
remaining deferred sales charge on Units sold subject to less than the
maximum deferred sales charge. Dealers and other selling agents will
receive an additional volume concession or agency commission of .30% of
the Public Offering Price if they purchase at least $100,000 worth of
Units of the Trusts on the Initial Date of Deposit or $250,000 on any
day thereafter or if they were eligible to receive a similar concession
in connection with sales of similarly structured trusts sponsored by us
which are currently in the initial offering period.

Dealers and other selling agents who sell Units of the Trusts during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:

Total Sales
per Trust Additional
(in millions): Concession:
_________________ ________________
$1 but less than $2 .10%
$2 but less than $3 .15%
$3 but less than $10 .20%
$10 or more .30%

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 Trusts 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 our
dealers' 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 Trusts. 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

Page 26

programs. We make these payments out of our own assets, and not out of a
Trust's assets. These programs will not change the price you pay for
your Units or the amount that a Trust will receive from the Units sold.

Investment Comparisons.

From time to time we may compare the then current estimated returns of
the Trusts (which may show performance net of the expenses and charges
the Trusts 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 each 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 a Trust's future relative
performance.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price we sell them to a Trust is considered a profit
or loss (see Note 2 of "Notes to 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 Trusts) 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. We may
also realize profits or losses as we create additional Units for the
Distribution Reinvestment Option.

The Secondary Market

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

We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell Units
or tender them for redemption before you have paid the total deferred
sales charge on your Units, you will have to pay the remainder at that
time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive the proceeds from the
sale of Units we purchase no later than if they were redeemed by the
Trustee. We may tender Units that 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 each Trust are listed under "Fee
Tables." If actual expenses exceed the estimate, the appropriate Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
from the Capital Account. The Income and Capital Accounts are

Page 27

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 Trusts, and will receive brokerage fees
when a 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 Trusts and will
receive the fees set forth under "Fee Tables" for providing portfolio
supervisory and evaluation services to the Trusts. In providing
portfolio supervisory services, the Portfolio Supervisor may purchase
research services from a number of sources, which may include
underwriters or dealers of the Trusts.

The fees payable to the Portfolio Supervisor, Evaluator and Trustee are
based on the largest aggregate number of Units of a 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 a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:

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

- - The expenses and costs incurred by the Trustee to protect a 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 a Trust;

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

- - All taxes and other government charges imposed upon the Securities or
any part of a 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 Trusts. In addition, if there
is not enough cash in the Income or Capital Accounts of a Trust, the
Trustee has the power to sell Securities in a Trust 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 Trusts.
These sales may result in capital gains or losses to the Unit holders.
See "Tax Status."

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

Tax Status

This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trusts. This section is current as
of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe your state or foreign taxes. As
with any investment, you should consult your own tax professional about
your particular consequences.

Trust Status.

The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is

Page 28

true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.

Your Tax Basis and Income or Loss upon Disposition.

If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total proceeds received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units
among each Security or other Trust asset ratably according to their
value on the date you purchase your Units. In certain circumstances,
however, you may have to adjust your tax basis after you purchase your
Units (for example, in the case of certain dividends that exceed a
corporation's accumulated earnings and profits).

If you are an individual, the maximum marginal federal tax rate for net
capital gain is generally 20% (10% for certain taxpayers in the lowest
tax bracket). Net capital gain equals net long-term capital gain minus
net short-term capital loss for the taxable year. Capital gain or loss
is long-term if the holding period for the asset is more than one year
and is short-term if the holding period for the asset is one year or
less. You must exclude the date you purchase your Units to determine the
holding period of your Units. The tax rates for capital gains realized
from assets held for one year or less are generally the same as for
ordinary income. The tax code may, however, treat certain capital gains
as ordinary income in special situations.

In-Kind Distributions.

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

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

Limitations on the Deductibility of Trust Expenses.

Generally, for federal income tax purposes, you must take into account
your full pro rata share of a Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by a Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trusts as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.

Foreign, State and Local Taxes.

Some distributions by a Trust may be subject to foreign withholding
taxes. Any dividends withheld will nevertheless be treated as income to
you. However, because you are deemed to have paid directly your share of
foreign taxes that have been paid or accrued by a Trust, you may be
entitled to a foreign tax credit or deduction for U.S. tax purposes with
respect to such taxes.

Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.

Retirement Plans

You may purchase Units of the Trusts for:

- - Individual Retirement Accounts,

- - Keogh Plans,

- - Pension funds, and

- - Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review

Page 29

the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat as Record Owner of Units persons registered as
such on its books. If you request certificates representing the Units
you ordered 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 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
will credit your account with the number of Units you purchase. Within
two business days of the issuance or transfer of Units held in
uncertificated form, the Trustee will send to you, as the Record Owner
of Units:

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

- - The number of Units issued or transferred;

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

- - 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 you with the following information:

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

- - Any Securities sold during the year and the Securities held at the
end of that year by your 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 to enable you to comply with
federal and state tax reporting requirements.

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 a Trust's Securities to the Income Account of such
Trust. All other receipts, such as return of capital, are credited to
the Capital Account of such Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information" for each Trust. Distribution amounts will vary with changes
in a Trust's fees and expenses, in dividends received and with the sale
of Securities. The Trustee will distribute amounts in the Capital

Page 30

Account on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. However, amounts in the Capital Account from the sale of
Securities designated to meet redemptions of Units, to pay the deferred
sales charge or to pay expenses will not be distributed. The Trustee is
not required to pay interest on funds held in the Income or Capital
Accounts of a Trust. However, the Trustee may earn interest on these
funds, thus benefiting from the use of such funds.

We anticipate that the deferred sales charge will be collected from the
Capital Account of a 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.

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

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

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

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. You will have to pay any remaining deferred sales charge on any
Units acquired pursuant to this distribution reinvestment option. This
option may not be available in all states. PLEASE NOTE THAT EVEN IF YOU
REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR
INCOME TAX PURPOSES.

Redeeming Your Units

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

If you are tendering 1,000 Units or more of a Trust for redemption,
rather than receiving cash, you may elect to receive a distribution of
shares of Securities (an "In-Kind Distribution") in an amount and value
equal to the Redemption Price per Unit by making this request in writing

Page 31

to the Trustee at the time of tender. However, no In-Kind Distribution
requests submitted during the nine business days prior to a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee
will make an In-Kind Distribution by distributing each of the Securities
in book-entry form to your bank or broker/dealer account at the
Depository Trust Company. The Trustee will subtract any customary
transfer and registration charges from your In-Kind Distribution. As a
tendering Unit holder, you will receive your pro rata number of whole
shares of the Securities that make up the portfolio, and cash from the
Capital Account equal to the fractional shares to which you are
entitled. If there is not enough money in the Capital Account to pay the
required cash distribution, the Trustee may have to sell Securities.

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

The Trustee may sell Securities in a Trust to make funds available for
redemption. If Securities are sold, the size and diversification of a
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

- - 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 of a Trust not designated to
purchase Securities;

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

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

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

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

5. other liabilities incurred by a Trust; and

dividing

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

Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Tables."

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

Removing Securities from a Trust

The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including 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

Page 32

- - 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 a Trust.

Except in the limited instance in which a Trust acquires Replacement
Securities to replace failed contracts to purchase Securities, as
described in "The FT Series," a Trust may not acquire any securities or
other property other than the Securities. The Trustee, on behalf of the
Trusts, 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 a Trust, at our instruction, they will either
be sold or held in such 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 a Trust for distribution 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 a Trust to facilitate selling Securities,
exchanged securities or property from the Trusts. 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 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 a Trust may
be changed. To get the best price for a 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 a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.

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 Trusts will terminate on
the Mandatory Termination Date. The Trusts may be terminated earlier:

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

- - If the value of the Securities owned by a 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 such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or

- - In the event that Units of a 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 a Trust is terminated due
to this last reason, we will refund to each purchaser of Units of such
Trust the entire sales charge paid by such purchaser; however,
termination of a Trust prior to the Mandatory Termination Date for any
other stated reason will result in all remaining unpaid deferred sales
charges on your Units being deducted from your termination proceeds. For
various reasons, a 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 a 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 a 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.

Page 33

If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution of Securities (reduced by
customary transfer and registration charges) rather than the typical
cash distribution. You must notify the Trustee at least ten business
days prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind
Distribution option for eligible Unit holders you will receive a cash
distribution from the sale of the remaining Securities, along with your
interest in the Income and Capital Accounts of your Trust, within a
reasonable time after such Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from the Trusts 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 Trusts or to
any series of the Trusts 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 Trusts, 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 for the
Trusts; 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
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.

Page 34

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 Trusts, 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 Trusts.

Experts.

Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules 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 Trusts.

Page 35

FIRST TRUST (registered trademark)

Bandwidth Solutions Portfolio Series
Energy Portfolio, Series 6
Financial Services Portfolio, Series 7
Pharmaceutical Portfolio, Series 7
Technology Portfolio, Series 10

FT 353

Sponsor:

NIKE SECURITIES L.P.

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

Trustee:

The Chase Manhattan Bank

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

This prospectus contains information relating to the above-mentioned
unit investment trusts, but does not contain all of the information
about this investment company as filed with the Securities and Exchange
Commission in Washington, D.C. under the:

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

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

To obtain copies at prescribed rates -

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

____________, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 36

First Trust (registered trademark)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 353 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.

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

Table of Contents

Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Concentrations
Communications/Bandwidth 2
Energy 2
Financial Services 4
Pharmaceuticals 6
Technology 7

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.

Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are

Page 1

not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.

Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities.

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the Trusts are subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Trusts of dividends due on, or proceeds
from the sale of, the Securities. However, there can be no assurance
that exchange control regulations might not be adopted in the future
which might adversely affect payment to the Trusts. The adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of international securities in the
Trusts and on the ability of the Trusts to satisfy its obligation to
redeem Units tendered to the Trustee for redemption. In addition,
restrictions on the settlement of transactions on either the purchase or
sale side, or both, could cause delays or increase the costs associated
with the purchase and sale of the foreign Securities and correspondingly
could affect the price of the Units.

Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to the Trusts relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.

Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by
the Trusts will generally be effected only in foreign securities
markets. Although the Sponsor does not believe that the Trusts will
encounter obstacles in disposing of the Securities, investors should
realize that the Securities may be traded in foreign countries where the
securities markets are not as developed or efficient and may not be as
liquid as those in the United States. The value of the Securities will
be adversely affected if trading markets for the Securities are limited
or absent.

Concentrations

Communications/Bandwidth. An investment in the Bandwidth Solutions
Portfolio should be made with an understanding of the problems and risks
such an investment may entail.

The market for high-technology communications/bandwidth products and
services 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 and services. An unexpected change in one
or more of the technologies affecting an issuer's products or in the
market for products based on a particular technology could have a
material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be
able to respond in a timely manner to compete in the rapidly developing
marketplace.

The communications/bandwidth industry is subject to governmental
regulation. However, as market forces develop, the government will
continue to deregulate the communications industry, promoting vigorous
economic competition and resulting in the rapid development of new
communications technologies. The products and services of
communications/bandwidth companies may be subject to rapid obsolescence.
These factors could affect the value of the Trust's Units. For example,
while telephone companies in the United States are subject to both state
and federal regulations affecting permitted rates of returns and the
kinds of services that may be offered, the prohibition against phone
companies delivering video services has been lifted. This creates
competition between phone companies and cable operators and encourages
phone companies to modernize their communications and bandwidth
infrastructure. Certain types of companies represented in the Trust's
portfolio are engaged in fierce competition for a share of the market of
their products. As a result, competitive pressures are intense and the
stocks are subject to rapid price volatility.

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

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

Page 2

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

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

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

Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the industry
over the coming decade. Refiners are likely to be required to make heavy
capital investments and make major production adjustments in order to
comply with increasingly stringent environmental legislation, such as
the 1990 amendments to the Clean Air Act. If the cost of these changes
is substantial enough to cut deeply into profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively
affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will
increase or that any increases will not be marked by great volatility.
Some oil companies may incur large cleanup and litigation costs relating
to oil spills and other environmental damage. Oil production and
refining operations are subject to extensive federal, state and local
environmental laws and regulations governing air emissions and the
disposal of hazardous materials. Increasingly stringent environmental
laws and regulations are expected to require companies with oil
production and refining operations to devote significant financial and
managerial resources to pollution control. General problems of the oil
and petroleum products industry include the ability of a few influential
producers to significantly affect production, the concomitant volatility
of crude oil prices, increasing public and governmental concern over air
emissions, waste product disposal, fuel quality and the environmental
effects of fossil-fuel use in general.

In addition, any future scientific advances concerning new sources of
energy and fuels or legislative changes relating to the energy industry
or the environment could have a negative impact on the petroleum

Page 3

products industry. While legislation has been enacted to deregulate
certain aspects of the oil industry, no assurances can be given that new
or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the
issuers of any petroleum industry stocks in the Energy Growth Portfolio.

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

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

The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Equity Securities in the Trust's portfolio cannot be
predicted with certainty. Periodic efforts by recent Administrations to
introduce legislation broadening the ability of banks to compete with
new products have not been successful, but if enacted could lead to more
failures as a result of increased competition and added risks. Failure
to enact such legislation, on the other hand, may lead to declining
earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch
on an interstate basis have been initially successful through
promulgation of regulations, and legislation to liberalize interstate
banking has recently been signed into law. Under the legislation, banks
will be able to purchase or establish subsidiary banks in any state, one
year after the legislation's enactment. Since mid-1997, banks have been
allowed to turn existing banks into branches. Consolidation is likely to
continue. The Securities and Exchange Commission and the Financial
Accounting Standards Board require the expanded use of market value
accounting by banks and have imposed rules requiring market accounting
for investment securities held in trading accounts or available for
sale. Adoption of additional such rules may result in increased
volatility in the reported health of the industry, and mandated
regulatory intervention to correct such problems. Additional legislative
and regulatory changes may be forthcoming. For example, the bank
regulatory authorities have proposed substantial changes to the
Community Reinvestment Act and fair lending laws, rules and regulations,
and there can be no certainty as to the effect, if any, that such

Page 4

changes would have on the Equity Securities in the Trust's portfolio. In
addition, from time to time the deposit insurance system is reviewed by
Congress and federal regulators, and proposed reforms of that system
could, among other things, further restrict the ways in which deposited
moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions
become more limited and as consumers look for savings vehicles other
than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions,
mortgage banking companies and insurance companies, and increased
competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among
other benefits, the legislation allows banks and bank holding companies
to acquire across previously prohibited state lines and to consolidate
their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions
might have on the Trust's portfolio.

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

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

Some of the nation's largest banks, already working to upgrade their own
computer systems to meet the Year 2000 deadline, are concerned that some
borrowers may fail to upgrade their computers in time, creating problem
loans and increasing overall loan losses. Banks considered most
vulnerable by analysts include those lending primarily to small
businesses, which aren't as likely as large businesses to have a plan
for upgrading their computers. Also at risk are banks with significant
exposure overseas, where many foreign businesses are not moving as
quickly to resolve this problem. Analysts warn that it will be difficult
for banks to determine their potential loan losses related to Year 2000
credit risk.

Companies involved in the insurance industry are engaged in
underwriting, reinsuring, selling, distributing or placing of property
and casualty, life or health insurance. Other growth areas within the
insurance industry include brokerage, reciprocals, claims processors and
multiline insurance companies. Insurance company profits are affected by
interest rate levels, general economic conditions, and price and
marketing competition. Property and casualty insurance profits may also
be affected by weather catastrophes and other disasters. Life and health
insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers.
Insurance companies are subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may not be
adequate for some lines of business. Proposed or potential tax law
changes may also adversely affect insurance companies' policy sales, tax
obligations, and profitability. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization
of traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.

In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including
those applicable to regulated insurance companies, such as: (i) the
inherent uncertainty in the process of establishing property-liability
loss reserves, particularly reserves for the cost of environmental,
asbestos and mass tort claims, and the fact that ultimate losses could
materially exceed established loss reserves which could have a material
adverse effect on results of operations and financial condition; (ii)
the fact that insurance companies have experienced, and can be expected
in the future to experience, catastrophe losses which could have a
material adverse impact on their financial condition, results of
operations and cash flow; (iii) the inherent uncertainty in the process
of establishing property-liability loss reserves due to changes in loss
payment patterns caused by new claims settlement practices; (iv) the
need for insurance companies and their subsidiaries to maintain
appropriate levels of statutory capital and surplus, particularly in
light of continuing scrutiny by rating organizations and state insurance
regulatory authorities, and in order to maintain acceptable financial
strength or claims-paying ability rating; (v) the extensive regulation
and supervision to which insurance companies' subsidiaries are subject,
various regulatory initiatives that may affect insurance companies, and
regulatory and other legal actions; (vi) the adverse impact that
increases in interest rates could have on the value of an insurance
company's investment portfolio and on the attractiveness of certain of
its products; (vii) the need to adjust the effective duration of the
assets and liabilities of life insurance operations in order to meet the
anticipated cash flow requirements of its policyholder obligations; and
(vii) the uncertainty involved in estimating the availability of
reinsurance and the collectibility of reinsurance recoverables.

Page 5

The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have
considered or enacted laws that alter and, in many cases, increase state
authority to regulate insurance companies and insurance holding company
systems. Further, the National Association of Insurance Commissioners
("NAIC") and state insurance regulators are re-examining existing laws
and regulations, specifically focusing on insurance companies,
interpretations of existing laws and the development of new laws. In
addition, Congress and certain federal agencies have investigated the
condition of the insurance industry in the United States to determine
whether to promulgate additional federal regulation. The Sponsor is
unable to predict whether any state or federal legislation will be
enacted to change the nature or scope of regulation of the insurance
industry, or what effect, if any, such legislation would have on the
industry.

All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the
amount of investments in certain investment categories. Failure to
comply with these laws and regulations would cause non-conforming
investments to be treated as non-admitted assets for purposes of
measuring statutory surplus and, in some instances, would require
divestiture.

Environmental pollution clean-up is the subject of both federal and
state regulation. By some estimates, there are thousands of potential
waste sites subject to clean up. The insurance industry is involved in
extensive litigation regarding coverage issues. The Comprehensive
Environmental Response Compensation and Liability Act of 1980
("Superfund") and comparable state statutes ("mini-Superfund") govern
the clean-up and restoration by "Potentially Responsible Parties"
("PRP's"). Superfund and the mini-Superfunds ("Environmental Clean-up
Laws or "ECLs") establish a mechanism to pay for clean-up of waste sites
if PRP's fail to do so, and to assign liability to PRP's. The extent of
liability to be allocated to a PRP is dependent on a variety of factors.
The extent of clean-up necessary and the assignment of liability has not
been fully established. The insurance industry is disputing many such
claims. Key coverage issues include whether Superfund response costs are
considered damages under the policies, when and how coverage is
triggered, applicability of pollution exclusions, the potential for
joint and several liability and definition of an occurrence. Similar
coverage issues exist for clean up and waste sites not covered under
Superfund. To date, courts have been inconsistent in their rulings on
these issues. An insurer's exposure to liability with regard to its
insureds which have been, or may be, named as PRPs is uncertain.
Superfund reform proposals have been introduced in Congress, but none
have been enacted. There can be no assurance that any Superfund reform
legislation will be enacted or that any such legislation will provide
for a fair, effective and cost-efficient system for settlement of
Superfund related claims.

Proposed federal legislation which would permit banks greater
participation in the insurance business could, if enacted, present an
increased level of competition for the sale of insurance products. In
addition, while current federal income tax law permits the tax-deferred
accumulation of earnings on the premiums paid by an annuity owner and
holders of certain savings-oriented life insurance products, no
assurance can be given that future tax law will continue to allow such
tax deferrals. If such deferrals were not allowed, consumer demand for
the affected products would be substantially reduced. In addition,
proposals to lower the federal income tax rates through a form of flat
tax or otherwise could have, if enacted, a negative impact on the demand
for such products.

Companies engaged in investment banking/brokerage and investment
management include brokerage firms, broker/dealers, investment banks,
finance companies and mutual fund companies. Earnings and share prices
of companies in this industry are quite volatile, and often exceed the
volatility levels of the market as a whole. Recently, ongoing
consolidation in the industry and the strong stock market has benefited
stocks which investors believe will benefit from greater investor and
issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and
short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a
serious adverse effect on the financial stability, as well as the stock
prices, of these companies. Furthermore, there can be no assurance that
the issuers of the Equity Securities included in the Financial Services
Growth Portfolio will be able to respond in a timely manner to compete
in the rapidly developing marketplace. In addition to the foregoing,
profit margins of these companies continue to shrink due to the
commoditization of traditional businesses, new competitors, capital
expenditures on new technology and the pressures to compete globally.

Pharmaceuticals. An investment in Units of the Pharmaceutical Growth
Portfolio should be made with an understanding of the problems and risks
such an investment may entail. Companies involved in advanced medical
devices and instruments, drugs and biotech have potential risks unique
to their sector of the healthcare field. These companies are subject to
governmental regulation of their products and services, a factor which
could have a significant and possibly unfavorable effect on the price
and availability of such products or services. Furthermore, such
companies face the risk of increasing competition from new products or

Page 6

services, generic drug sales, the termination of patent protection for
drug or medical supply products and the risk that technological advances
will render their products obsolete. The research and development costs
of bringing a drug to market are substantial, and include lengthy
governmental review processes with no guarantee that the product will
ever come to market. Many of these companies may have losses and may not
offer certain products for several years. Such companies may also have
persistent losses during a new product's transition from development to
production, and revenue patterns may be erratic.

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

Legislative proposals concerning healthcare are proposed in Congress
from time to time. These proposals span a wide range of topics,
including cost and price controls (which might include a freeze on the
prices of prescription drugs). The Sponsor is unable to predict the
effect of any of these proposals, if enacted, on the issuers of
Securities in the Trust.

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

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
the 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 7

MEMORANDUM

Re: FT 353

The only difference of consequence (except as described
below) between FT 357, which is the current fund, and FT 353, the
filing of which this memorandum accompanies, is the change in the
series number. The list of securities comprising the Fund, the
evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.

1940 ACT

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

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

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 357 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the securities deposited in the
Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

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

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

The facing sheet

The Prospectus

The signatures

Exhibits

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 353 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on June 30, 1999.

FT 353
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Senior Vice President

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

NAME TITLE* DATE

Robert D. Van Kampen Director of
Nike Securities June 30, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
David J. Allen Director of
Nike Securities
Corporation, the
General Partner of
Nike Securities L.P.

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

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

S-2
CONSENTS OF COUNSEL

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

CONSENT OF ERNST & YOUNG LLP

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

CONSENT OF FIRST TRUST ADVISORS L.P.

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

S-3
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 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 Nike
Financial Advisory Services 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 353 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.

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

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

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

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

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

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

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

S-4

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

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

4.1* Consent of First Trust Advisors L.P.

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

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

___________________________________
* To be filed by amendment.

S-5