FT357, 497, 1999-07-01

FT357
497, 1999-07-01

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Rule 497(b)

O'Shaughnessy Reasonable Runaways Growth
Portfolio, Series 4

FT 357

FT 357 consists of a unit investment trust known as O'Shaughnessy
Reasonable Runaways Growth Portfolio, Series 4 (the "Trust"). The Trust
consists of a diversified portfolio of common stocks ("Securities")
selected by applying a simple, straight-forward strategy that has
generally outperformed the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500 Index"). The Trust seeks to provide above-average
capital appreciation and dividend income.

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.

First Trust (registered trademark)

1-800-621-9533

The date of this prospectus is June 30, 1999
As amended July 1, 1999

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 4
Report of Independent Auditors 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 9
Portfolio 10
Risk Factors 10
Hypothetical Performance Information 11
Portfolio Securities Descriptions 13
Public Offering 16
Distribution of Units 18
The Sponsor's Profits 19
The Secondary Market 19
How We Purchase Units 19
Expenses and Charges 19
Tax Status 20
Retirement Plans 22
Rights of Unit Holders 22
Income and Capital Distributions 22
Redeeming Your Units 23
Reinvesting in a New Trust 25
Removing Securities from the Trust 25
Amending or Terminating the Indenture 26
Information on the Sponsor, Trustee and Evaluator 27
Other Information 28

Page 2

Summary of Essential Information

O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4
FT 357

At the Opening of Business on the Initial Date of Deposit-June 30, 1999

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

<TABLE>
<CAPTION>
<S> <C>
Initial Number of Units (1) 15,005
Fractional Undivided Interest in the Trust per Unit (1) 1/15,005
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900
Maximum Sales Charge of 2.95% of the Public Offering Price
per Unit (2.98% of the net amount invested, exclusive of
the deferred sales charge) (3) $ .295
Less Deferred Sales Charge per Unit $ (.195)
Public Offering Price per Unit (4) $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.705
Redemption Price per Unit (based on aggregate underlying
value of Securities less the deferred sales charge) (5) $ 9.705
Cash CUSIP Number 30264W 800
Reinvestment CUSIP Number 30264W 818
Security Code 57057
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date July 6, 1999
Rollover Notification Date September 1, 2000
Special Redemption and Liquidation Period September 15, 2000 to September 29, 2000
Mandatory Termination Date (6) September 29, 2000
Income Distribution Record Date Fifteenth day of June and December, commencing December 15, 1999.
Income Distribution Date (7) Last day of June and December, commencing December 31, 1999.

______________

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

(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 Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."

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

(7) At the Rollover Notification Date for Rollover Unit holders or upon
termination of the Trust for other Unit holders, amounts in the Income
Account (which consist of dividends on the Securities) will be included
in amounts distributed to Unit holders. We will distribute money from
the Capital Account monthly on the last day of each 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. In any
case, we will distribute any funds in the Capital Account as part of the
final liquidation distribution.
</FN>
</TABLE>

Page 3

Fee Table

This Fee Table describes the fees and expenses that you may pay if you
buy and hold Units of the Trust. See "Public Offering" and "Expenses and
Charges." Although the Trust has a term of approximately 15 months and
is a unit investment trust rather than a mutual fund, this information
allows you to compare fees, assuming that when the Trust terminates, the
principal amount and distributions are rolled over into a New Trust, and
you pay only the deferred sales charge.

<TABLE>
<CAPTION>
Amount
per Unit
________
<S> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)

Initial sales charge imposed on purchase 1.00%(a) $.100
Deferred sales charge 1.95%(b) .195
________ ________
Maximum sales charge 2.95% $.295
======== ========

Maximum sales charge imposed on reinvested dividends 1.95%(c) $.195
======== ========

Organization Costs
(as a percentage of public offering price)

Estimated organization costs .260%(d) $.0260
======== ========

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

Portfolio supervision, bookkeeping, administrative and evaluation fees .080% $.0080
Trustee's fee and other operating expenses .180%(e) .0179
________ ________
Total .260% $.0259
======== ========

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

1 Year 3 Years 5 Years 10 Years
__________ ___________ ___________ ___________
$347 $841 $1,114 $2,128

This 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 (2.95% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $.195 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 $.195
per Unit, which will be deducted in ten monthly installments of $.0195
per Unit beginning August 20, 1999 and on the 20th day of each month
thereafter (or the preceding business day if the 20th day is not a
business day) through May 19, 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 1.95% of the Public Offering Price. If you purchase Units
after the first deferred sales charge payment has been deducted, your
purchase price will include both the initial sales charge and any
remaining deferred sales charge payments.

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

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

(e) Includes estimated per Unit costs associated with a license fee as
described in "Expenses and Charges."
</FN>
</TABLE>

Page 4

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 357

We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 357, comprised of the O'Shaughnessy
Reasonable Runaways Growth Portfolio, Series 4, as of the opening of
business on June 30, 1999. This statement of net assets is the
responsibility of the Trust's Sponsor. Our responsibility is to express
an opinion on this statement of net assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on June 30, 1999.
An audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.

In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 357,
comprised of the O'Shaughnessy Reasonable Runaways Growth Portfolio,
Series 4, at the opening of business on June 30, 1999 in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
June 30, 1999

Page 5

Statement of Net Assets

O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4
FT 357

At the Opening of Business on the Initial Date of Deposit-June 30, 1999

<TABLE>
<CAPTION>
<S> <C>
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $148,546
Less liability for reimbursement to Sponsor for organization costs (3) (390)
Less liability for deferred sales charge (4) (2,926)
________
Net assets $145,230
========
Units outstanding 15,005

ANALYSIS OF NET ASSETS
Cost to investors (5) $150,046
Less maximum sales charge (5) (4,426)
Less estimated reimbursement to Sponsor for organization costs (3) (390)
________
Net assets $145,230
========
_____________

<FN>
NOTES TO STATEMENT OF NET ASSETS

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

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

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trust. These costs have been estimated at $.0260 per
Unit for the Trust. A payment will be made as of the earlier of six
months after the Initial Date of Deposit or the end of the initial
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsor will be satisfied. To the
extent that actual organization costs are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of the Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions from the Trust ($.195 per Unit), payable to us in ten
equal monthly installments beginning on August 20, 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 May 19, 2000. If
you redeem Units before May 19, 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 in the Trust includes a maximum
sales charge (comprised of an initial and a deferred sales charge)
computed at the rate of 2.95% of the Public Offering Price per Unit
(equivalent to 2.98% of the net amount invested, exclusive of the
deferred sales charge), assuming no reduction of sales charge as set
forth under "Public Offering."
</FN>
</TABLE>

Page 6

Schedule of Investments

O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4
FT 357

At the Opening of Business on the
Initial Date of Deposit-June 30, 1999

<TABLE>
<CAPTION>
Number Percentage Market Cost of
of Ticker Symbol and of Aggregate Value per Securities
Shares Name of Issuer of Securities (1) Offering Price Share to Trust (2)
______ ____________________________________ ______________ _______ _________
<C> <S> <C> <C> <C>
54 ADVP Advance Paradigm, Inc. 2% $54.625 $ 2,950
85 ALO Alpharma Inc. (Class A) 2% 34.750 2,954
153 AFWY American Freightways Corporation 2% 19.438 2,974
66 AMES Ames Department Stores, Inc. 2% 44.875 2,962
175 AHG Apria Healthcare Group Inc. 2% 17.000 2,975
383 AGY Argosy Gaming Company 2% 7.750 2,968
270 VOX Audiovox Corporation (Class A) 2% 11.000 2,970
92 BHE Benchmark Electronics, Inc. 2% 32.438 2,984
417 BBA The Bombay Company, Inc. 2% 7.125 2,971
50 BGG Briggs & Stratton Corporation 2% 59.563 2,978
33 CC Circuit City Stores-Circuit City Group 2% 89.125 2,941
766 CORL Corel Corporation (3) 2% 3.875 2,968
135 DTG Dollar Thrifty Automotive Group, Inc. 2% 22.000 2,970
147 DYN Dynegy Inc. 2% 20.188 2,968
424 ETV e4L, Inc. 2% 7.000 2,968
37 ENE Enron Corp. 2% 81.188 3,004
48 ESRX Express Scripts, Inc. (Class A) 2% 61.250 2,940
54 FDX FDX Corporation 2% 55.125 2,977
164 FTUS Factory 2-U Stores Inc. 2% 18.125 2,972
136 FSH Fisher Scientific International Inc. 2% 21.875 2,975
106 FM Foodmaker, Inc. 2% 28.125 2,981
61 GP Georgia-Pacific Group 2% 48.938 2,985
80 HDCO Hadco Corporation 2% 37.250 2,980
86 HVT Haverty Furniture Companies, Inc. 2% 34.625 2,978
196 ITX The IT Group, Inc. 2% 15.188 2,977
117 IMN Imation Corp. 2% 25.438 2,976
244 INFS In Focus Systems, Inc. 2% 12.188 2,974
152 INOC Innotrac Corporation 2% 19.500 2,964
166 ITN InterTAN, Inc. (3) 2% 17.938 2,978
61 IBI Intimate Brands, Inc. 2% 48.688 2,970
426 ISLE Isle of Capri Casinos, Inc. 2% 6.969 2,969
72 MNC Monaco Coach Corporation 2% 41.313 2,974
127 NCX NOVA Chemicals Corporation (3) 2% 23.438 2,977
331 NAVR Navarre Corporation 2% 8.969 2,969
59 NAV Navistar International Corporation 2% 49.938 2,946
</TABLE>

Page 7

Schedule of Investments (cont'd.)

O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4
FT 357

At the Opening of Business on the
Initial Date of Deposit-June 30, 1999

<FN>
(1) All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter of
credit has been deposited with the Trustee. We entered into purchase
contracts for the Securities on June 30, 1999. The Trust has a Mandatory
Termination Date of September 29, 2000.

(2) The cost of the Securities to the Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the 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
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to the Trust) are $149,026 and $480,
respectively.

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

Page 8

The FT Series

The FT Series Defined.

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

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

What We Call the Trust.

This FT Series consists of a unit investment trust known as
O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4.

Mandatory Termination Date.

The Trust will terminate on the Mandatory Termination Date,
approximately 15 months from the date of this prospectus. This date is
shown in "Summary of Essential Information." The Trust was created under
the laws of the State of New York by a Trust Agreement (the "Indenture")
dated the Initial Date of Deposit. This agreement, entered into between
Nike Securities L.P., as Sponsor, The Chase Manhattan Bank as Trustee
and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator,
governs the operation of the Trust.

How We Created the Trust.

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

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

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

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

We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be used to purchase additional securities. The Trust will not,
however, sell Securities to take advantage of market fluctuations or
changes in anticipated rates of appreciation or depreciation, or if the
Securities no longer meet the criteria by which they were selected. You
will not be able to dispose of or vote any of the Securities in the
Trust. 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 the Trust fails, unless we can
purchase substitute Securities ("Replacement Securities") we will refund
to you that portion of the purchase price and sales charge resulting

Page 9

from the failed contract on the next Income Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from
the failed contract. The Trustee must purchase the Replacement
Securities within 20 days after it receives notice of a failed contract,
and the purchase price may not be more than the amount of funds reserved
for the purchase of the failed contract.

Portfolio

Objectives.

The objective of the Trust is to provide the potential for above average
capital appreciation and dividend income through an investment in common
stocks selected by applying a simple, straight-forward strategy that has
generally outperformed the S&P 500 Index.

The Trust applies a strategy developed by O'Shaughnessy Capital
Management, Inc. James P. O'Shaughnessy, Chairman and CEO of
O'Shaughnessy Capital Management, Inc. and creator of the strategy, is
the author of the best selling book What Works On Wall Street and is
recognized as a leading expert in quantitative equity analysis.

The Trust consists of a portfolio of 50 common stocks selected by
applying the following three-step process (the "Strategy") as of three
business days prior to the date of this prospectus.

Step 1: We select all companies listed on the New York Stock Exchange
("NYSE"), American Stock Exchange and The Nasdaq Stock Market (excluding
American Depositary Receipts and limited partnerships) that have a
market capitalization (based on 1996 dollars) of at least $150 million.

Step 2: We screen for value by selecting those companies which have a
market price-to-sales ratio of less than 1.0.

Step 3: To the companies identified in the above steps we screen for
growth by identifying the 50 companies with the highest relative price
strength over the last 12 months for the Trust.

By combining these screens we believe the Trust has the potential to
outperform the S&P 500 Index over the life of the Trust.

There is, of course, no guarantee that the objective of the Trust will
be achieved or that the Trust will outperform the S&P 500 Index. The S&P
500 Index is a market index of 500 companies considered to leaders of
various industries which is compiled by and is the property of Standard
& Poor's, a division of The McGraw-Hill Companies. The Trust is not
sponsored, managed, sold or promoted by Standard & Poor's and Standard &
Poor's has not participated in the creation of the Trust or in the
selection of the Securities. See "Risk Factors" for a discussion of the
risks of investing in the Trust.

Risk Factors

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

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

Certain of the Securities in the Trust 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.

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

Page 10

pending or proposed legislation or pending or threatened litigation will
have on the share prices of the Securities.

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

Foreign Stocks. Certain of the Securities are issued by foreign
companies which makes the Trust subject to more risks than if it
invested solely in domestic common stocks. 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.

Hypothetical Performance
Information

The following table compares the actual performance of the S&P 500 Index
and the hypothetical performance of the Strategy in each of the 45 years
listed below (and as of the most recent calendar quarter), as of the
business day prior to the beginning of each year.

These hypothetical returns should not be used to predict future
performance of the Trust. Returns from the Trust will differ from the
Strategy for several reasons, including the following:

- - Total Return figures shown do not reflect sales charges, commissions,
Trust expenses or taxes.

- - Strategy returns are for calendar years, while the Trust begins and ends
on a different date.

- - The Trust has a maturity longer than one year.

- - The Trust may not be fully invested at all times or equally weighted in
all stocks comprising the Strategy.

- - Securities are often purchased or sold at prices different from the
closing prices used in buying and selling Units.

You should note that the Trust is not designed to parallel movements in
the S&P 500 Index, and it is not expected that it will do so. In fact,
the Trust's Strategy underperformed the S&P 500 Index in certain years
and we cannot guarantee that the Trust will outperform the S&P 500 Index
over the life of the Trust or over consecutive rollover periods, if
available.

Page 11

<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN (2)

Hypothetical Strategy Index
Total Returns Total Returns
_____________________ _____________
Reasonable Runaways S&P 500
Year Strategy (1) Index (3)
____ ________________ _________
<S> <C> <C>
1954 60.74% 51.23%
1955 32.85% 30.96%
1956 24.25% 6.45%
1957 -17.95% -10.47%
1958 67.07% 42.44%
1959 31.95% 11.79%
1960 3.48% 0.34%
1961 52.53% 26.81%
1962 -14.97% -8.59%
1963 27.46% 22.65%
1964 26.93% 16.41%
1965 56.61% 12.45%
1966 7.48% -10.02%
1967 78.41% 23.88%
1968 37.50% 10.95%
1969 -27.81% -8.42%
1970 -4.17% 4.10%
1971 38.22% 14.19%
1972 4.03% 18.89%
1973 -20.90% -14.57%
1974 -24.46% -26.33%
1975 45.67% 36.84%
1976 34.87% 23.64%
1977 23.80% -7.25%
1978 32.39% 6.49%
1979 28.28% 18.22%
1980 52.11% 32.11%
1981 -6.00% -4.92%
1982 39.97% 21.14%
1983 34.87% 22.28%
1984 -8.52% 6.22%
1985 46.15% 31.77%
1986 21.46% 18.31%
1987 -8.68% 5.33%
1988 31.82% 16.64%
1989 33.44% 31.35%
1990 -7.21% -3.30%
1991 45.69% 30.40%
1992 31.95% 7.62%
1993 28.71% 9.95%
1994 -13.67% 1.34%
1995 28.30% 37.22%
1996 27.06% 22.82%
1997 14.99% 33.21%
1998 18.80% 28.57%
1999 9.09% 12.34%
(thru 6/30)

____________

<FN>
(1) Strategy Stocks for any given period were selected by applying
the Strategy on the business day prior to the beginning of each such
period.

(2) Total Return represents the sum of the percentage change in
market value of each group of stocks between the first and last trading
day of a period and the total dividends paid on each group of stocks
during the period divided by the opening market value of each group of
stocks as of the first trading day of a period. Total Return does not
take into consideration any sales charges, commissions, expenses or
taxes. In addition, Total Return assumes that all dividends are
reinvested semi-annually.

(3) "S&P 500 Index" is a trademark of Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. The Trust is not sponsored,
managed, sold or promoted by Standard & Poor's; and Standard & Poor's
has not participated in the creation of the Trust nor in the selection
of the Securities included in the Trust.
</FN>
</TABLE>

Page 12

The following table shows the average annual return through December 31,
1998 in each of the indicated time periods for the Reasonable Runaways
Strategy and S&P 500 Index:

<TABLE>
<CAPTION>
Reasonable
Year Runaways S&P 500
Period Commencing Strategy Index
______ __________ __________ _______
<S> <C> <C> <C>
45-year 1954 19.71% 12.98%
40-year 1959 18.55% 11.91%
35-year 1964 18.67% 12.22%
30-year 1969 15.54% 12.57%
25-year 1974 20.08% 14.81%
20-year 1979 20.23% 17.61%
15-year 1984 17.69% 17.79%
10-year 1989 19.40% 19.08%
5-year 1994 13.97% 23.95%
3-year 1996 20.18% 28.13%
1-year 1998 18.80% 28.57%
</TABLE>

Portfolio Securities Descriptions

Advance Paradigm, Inc., headquartered in Irving, Texas, provides
pharmacy benefit management and health benefit management services to
health plan sponsors.

Alpharma Inc. (Class A), headquartered in Fort Lee, New Jersey, through
divisions, develops, makes and sells specialty generic and proprietary
human pharmaceuticals and animal health products.

American Freightways Corporation, headquartered in Harrison, Arkansas,
operates as a scheduled common and contract carrier transporting
primarily less-than-truckload shipments of general commodities, serving
certain mid-Atlantic, midwestern, southeastern and southwestern states.

Ames Department Stores, Inc., headquartered in Rocky Hill, Connecticut,
with subsidiaries, operates self-service, discount department stores
under the "Ames" name in the Northeast, Middle Atlantic and Midwest
regions and Washington, D.C.

Apria Healthcare Group Inc., headquartered in Costa Mesa, California,
through subsidiaries, provides and manages integrated home care products
and services throughout the United States, including home infusion,
respiratory therapy, home medical equipment, nursing network management
and women's healthcare services.

Argosy Gaming Company, headquartered in Alton, Illinois, operates
riverboat casinos and related entertainment facilities in the midwestern
and southern regions of the United States.

Audiovox Corporation (Class A), headquartered in Hauppauge, New York,
designs and sells cellular telephones and accessories, automotive
aftermarket sound and security equipment, and other automotive
aftermarket accessories and other products in the United States, Canada
and overseas. The company also operates retail outlets and licenses its
trade name to others.

Benchmark Electronics, Inc., headquartered in Angleton, Texas, provides
contract manufacturing and design services to original equipment
manufacturers. The company specializes in the assembly of printed
circuit boards with computer-automated equipment using surface mount and
pin-through-hole interconnection technologies.

The Bombay Company, Inc., headquartered in Fort Worth, Texas, markets
classic and traditional furniture, prints and accessories through its
retail stores in the United States and Canada.

Briggs & Stratton Corporation, headquartered in Wauwatosa, Wisconsin,
designs, makes, markets and services air-cooled gasoline engines for the
outdoor power equipment industry, including original equipment
manufacturers worldwide.

Circuit City Stores-Circuit City Group, headquartered in Richmond,
Virginia, is the nation's largest retailer of brand name consumer
electronics products, including video and audio equipment, home office
products, and major appliances, with stores located throughout the
United States.

Corel Corporation, headquartered in Ottawa, Ontario, Canada, develops,
sells and supports a variety of software packages for graphics,
business, consumer productivity and communications applications; and
develops products for the Webtop environment, such as Java, XML and HTML.

Dollar Thrifty Automotive Group, Inc., headquartered in Tulsa, Oklahoma,
operates "Dollar" and "Thrifty" rental car systems in the United States
and Canada.

Dynegy Inc., headquartered in Houston, Texas, through subsidiaries,
markets natural gas, natural gas liquids, crude oil and electric power;
and gathers, processes and transports natural gas through ownership and
operation of natural gas processing plants, storage facilities and
pipelines in North America and the United Kingdom.

Page 13

e4L, Inc., headquartered in Encino, California, utilizes direct
marketing infomercials and electronic commerce to sell consumer products
in the United States and international markets.

Enron Corp., headquartered in Houston, Texas, gathers, transports and
markets natural gas at wholesale; explores for and produces natural gas
and crude oil; produces, purchases, transports and markets natural gas
liquids, crude oil, and refined petroleum products; and develops,
constructs and operates natural gas-fired power plants.

Express Scripts, Inc. (Class A), headquartered in Maryland Heights,
Missouri, provides services to health benefit plan sponsors including
pharmacy benefit, disease and medical information management; infusion
therapy; and managed vision care programs.

FDX Corporation, headquartered in Memphis, Tennessee, through its
primary operating subsidiary Federal Express Corp., provides a wide
range of express services for the time-definite transportation of
documents, packages and freight throughout the world using an extensive
fleet of aircraft and vehicles and leading-edge information technologies.

Factory 2-U Stores Inc., headquartered in San Diego, California,
operates off-price retail apparel and housewares stores operating under
the names "Family Bargain Center" and "Factory 2-U" in the western
United States.

Fisher Scientific International Inc., headquartered in Hampton, New
Hampshire, provides scientific instruments, equipment, supplies,
workstations and research chemicals to laboratories; diagnostic
instruments, test materials and related products to healthcare
diagnostic centers; and a comprehensive offering of teaching aids for
science education.

Foodmaker, Inc., headquartered in San Diego, California, owns, operates
and franchises "Jack In The Box" fast-food restaurants, located
primarily in the western and southwestern United States.

Georgia-Pacific Group, headquartered in Atlanta, Georgia, is one of the
world's leading manufacturers and distributors of pulp, paper and
building products. The company's operating groups are: the Georgia-
Pacific Group, which includes pulp, paper and building products, and The
Timber Co., which manages timberland in North America.

Hadco Corporation, headquartered in Salem, New Hampshire, offers a wide
array of sophisticated manufacturing, engineering and systems
integration services to meet its customers' electronic interconnect
needs. The company's principal products are complex multilayer rigid
printed circuits and backplane assemblies.

Haverty Furniture Companies, Inc., headquartered in Atlanta, Georgia,
sells a broad range of furniture and accessories primarily in the middle
to upper-middle price ranges through showrooms in 13 southern and
central states.

The IT Group, Inc., headquartered in Monroeville, Pennsylvania, provides
a wide range of environmental management services and technologies
including the assessment, engineering and remediation of situations
involving hazardous materials and pollution prevention and minimization.

Imation Corp., headquartered in Oakdale, Minnesota, develops, makes and
markets a wide variety of products and services worldwide for
information processing, specializing in data storage and imaging
applications.

In Focus Systems, Inc., headquartered in Wilsonville, Oregon, develops,
makes and sells multimedia projection products and services to present
video, audio, graphics and data from personal computers, workstations,
VCRs and laser disc players. The company also provides creative
presentation services to Fortune 500 and other companies.

Innotrac Corporation, headquartered in Norcross, Georgia, operates as a
full-service provider of customized, technology-based marketing support
services to large corporations, primarily in the telecommunications
industry.

InterTAN, Inc., headquartered in Concord, Ontario, Canada, sells
consumer electronics products and services through company-operated
retail stores and dealer outlets in Canada, Australia and the United
Kingdom; and operates cellular telecommunications stores on behalf of
Rogers Cantel Inc.

Intimate Brands, Inc., headquartered in Columbus, Ohio, sells women's
intimate apparel and related products under the "Victoria's Secret"
name; personal care products under the "Bath and Body Works" name; and
lingerie and sleepwear under the "Cacique" name. The company also
designs, packages and sells cosmetics and other personal care items.

Page 14

Isle of Capri Casinos, Inc., headquartered in Biloxi, Mississippi,
operates dockside and riverboat casinos in Biloxi and Vicksburg,
Mississippi and Bossier City and Lake Charles, Louisiana; Pompano
Harness Track in Pompano Beach, Florida; and a cruise ship out of the
Port of New Orleans.

Monaco Coach Corporation, headquartered in Coburg, Oregon, makes a line
of premium motor coaches, bus conversions and towable recreational
vehicles which are sold to independent dealers throughout the United
States and Canada.

NOVA Chemicals Corporation, headquartered in Calgary, Alberta, Canada,
operates as a commodity chemicals company, producing olefins/polyolefins
and styrenics at facilities in the United States and Canada.

Navarre Corporation, headquartered in New Hope, Minnesota, distributes
music, software and interactive CD-ROM products; and owns and operates a
leading audio content provider on the Internet.

Navistar International Corporation, headquartered in Chicago, Illinois,
makes and sells medium and heavy trucks (Class 5 through 8 diesel
trucks) including school buses, mid-range diesel engines and service
parts; and engages in the wholesale, retail and lease financing of new
and used trucks.

Oshkosh Truck Corporation, headquartered in Oshkosh, Wisconsin,
engineers, makes and markets a broad range of specialized trucks and
proprietary parts under the "Oshkosh" trademark and a broad line of
specialty fire trucks and fire apparatus under the "Pierce" trademark.

Park Electrochemical Corp., headquartered in Lake Success, New York,
designs, makes and markets electronic circuitry products used in the
production of sophisticated multilayer printed circuit boards; plumbing
hardware products; and industrial adhesive tapes and films.

RARE Hospitality International, Inc., headquartered in Atlanta, Georgia,
operates and franchises restaurants under the names "Longhorn Steaks,"
"Bugaboo Creek Steak Houses" and "The Capital Grille" restaurants, with
other specialty restaurants, in numerous states and Washington, D.C.

REX Stores Corporation, headquartered in Dayton, Ohio, sells consumer
electronic products, major household appliances and home office products
through a chain of retail stores in numerous states.

Reckson Services Industries, Inc., headquartered in New York, New York,
provides outsourced business services primarily to small- and medium-
size businesses and the mobile workforces of larger corporations.

C.H. Robinson Worldwide, Inc., headquartered in Eden Prairie, Minnesota,
provides multimodal transportation services and logistics solutions
through a network of offices in numerous states and several other
countries. The company also provides air, ocean and customs services.

SABRE Group Holdings, Inc., headquartered in Fort Worth, Texas, provides
for the electronic distribution of travel solutions through "SABRE," its
proprietary travel reservation and information system. The company also
provides software development, product sales, transactions processing,
consulting solutions and other services to the airline industry.

SCP Pool Corporation, headquartered in Covington, Louisiana, distributes
swimming pool supplies and related products, through its service
centers, to swimming pool remodelers and builders, independent retail
stores and swimming pool repair and service companies.

Safeguard Scientifics, Inc., headquartered in Wayne, Pennsylvania,
operates as an entrepreneurial concern focused on information technology
markets that brings emerging companies to market through rights
offerings to its shareholders.

Salton, Inc., headquartered in Mount Prospect, Illinois, designs and
sells a broad range of kitchen and home appliances, personal and beauty
care products, and decorative quartz wall and alarm clocks under the
"Salton," "Breadman," "Juiceman," "Toastmaster," "White-Westinghouse,"
"Farberware" and other brand names.

Sonic Automotive, Inc., headquartered in Charlotte, North Carolina,
operates automotive dealership franchises, stand-alone used vehicle
facilities and collision repair centers in the southeastern and
southwestern regions of the United States.

Syncor International Corporation, headquartered in Woodland Hills,
California, compounds, dispenses and distributes radiopharmaceuticals
used for diagnostic imaging of physiological functions and organ
systems; provides related radiopharmaceutical services; and sells and
distributes nuclear and pharmacy equipment and accessories.

Page 15

Synthetic Industries, Inc., headquartered in Chickamauga, Georgia, makes
and sells polypropylene fabrics and fibers for the home furnishing,
construction, environmental, recreational and agricultural industries.
The company's products include primary and secondary carpet backing,
technical textiles and construction/civil engineering products.

Winnebago Industries, Inc., headquartered in Forest City, Iowa, makes
motor homes which are sold through dealer organizations, primarily under
the "Winnebago," "Itasca," "Rialta," "Vectra" and "Ultimate" names. The
company also makes component parts and commercial vehicles; sells molded
plastic docks; and provides floor plan and rental unit financing.

Workflow Management, Inc., headquartered in Palm Beach, Florida,
operates as an integrated graphic arts company which provides a "one-
stop shop" e-commerce solution for businesses to purchase office
consumables via the Internet. The company's products are sold to
businesses in the United States and Canada.

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

Public Offering

The Public Offering Price.

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

- - The aggregate underlying value of the Securities;

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

- - Dividends receivable on Securities; and

- - The total sales charge (which combines an initial up-front 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.

The Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for the Trust's
organization costs (including costs of preparing the registration
statement, the Indenture and other closing documents, registering Units
with the Securities and Exchange Commission ("SEC") and states, the
initial audit of the Trust portfolio, legal fees and the initial fees
and expenses of the Trustee) will be purchased in the same proportionate
relationship as all the Securities contained in the Trust. Securities
will be sold to reimburse the Sponsor for the Trust's organization costs
at the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period (a significantly shorter time period
than the life of the Trust). During the period ending with the earlier
of six months after the Initial Date of Deposit or the end of the
initial offering period, there may be a decrease in the value of the
Securities. To the extent the proceeds from the sale of these Securities
are insufficient to repay the Sponsor for the Trust organization costs,
the Trustee will sell additional Securities to allow the Trust to fully
reimburse the Sponsor. In that event, the net asset value per Unit will
be reduced by the amount of additional Securities sold. Although the
dollar amount of the reimbursement due to the Sponsor will remain fixed
and will never exceed the per Unit amount set forth for the Trust in
"Statement of Net Assets," this will result in a greater effective cost
per Unit to Unit holders for the reimbursement to the Sponsor. To the
extent actual organization costs are less than the estimated amount,
only the actual organization costs will be deducted from the assets of
the Trust. When Securities are sold to reimburse the Sponsor for
organization costs, the Trustee will sell such Securities, to the extent
practicable, which will maintain the same proportionate relationship
among the Securities contained in the Trust as existed prior to such sale.

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

Minimum Purchase.

The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement

Page 16

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 2.95% of the Public
Offering Price and the maximum remaining deferred sales charge
(initially $.195 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, ten monthly deferred sales charge
payments of $.0195 per Unit will be deducted from the Trust's assets on
approximately the twentieth day of each month from August 20, 1999
through May 19, 2000. The maximum sales charge assessed during the
initial offering period will be 2.95% of the Public Offering Price per
Unit (equivalent to 2.98% of the net amount invested, exclusive of the
deferred sales charge).

Discounts for Certain Persons.

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

Your maximum
If you invest sales charge
(in thousands):* will be:
_______________________ _____________
$50 but less than $100 2.70%
$100 but less than $150 2.45%
$150 but less than $500 2.10%
$500 but less than $1,000 1.95%
$1,000 or more 1.20%

* 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. 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 are purchasing Units with rollover proceeds from a previous
series of the Trust, you will be subject only to the maximum deferred
sales charge on such Units, but you will not be eligible to receive the
reduced sales charges described in the above table.

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, less the concession we would typically allow such broker/dealer.
See "Distribution of Units-Dealer Concessions."

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

The Value of the Securities.

The aggregate underlying value of the Securities in the Trust will be

Page 17

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

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

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

c) By any combination of the above.

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

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

Distribution of Units

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

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of 2.25% of the Public
Offering Price per Unit. However, dealers and other selling agents will
receive a concession or agency commission of $.13 per Unit on purchases
by Rollover Unit holders. In addition, dealers and other selling agents
will receive a maximum concession of up to $.10 per Unit on purchases
resulting from the automatic reinvestment of income or capital
distributions into additional Units.

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

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trust. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charges on Units sold by such persons during such

Page 18

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

Investment Comparisons.

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

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit of the Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to the Trust is
considered a profit or loss (see Note 2 of "Schedule of Investments").
O'Shaughnessy Capital Management, Inc. will receive a structuring fee
equal to $.02 per Unit for its role in selecting Securities for the
Trust and a license fee equal to $.007 per Unit for the use of certain
of their trademarks and trade names by the Trust. 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 Units, any difference between the price at
which Units are purchased and the price at which they are sold (which
includes a maximum sales charge for the Trust) or redeemed will be a
profit or loss to us. The secondary market Public Offering Price of
Units may be more or less than the cost of those Units to us.

The Secondary Market

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

We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell Units
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 we hold to the Trustee for redemption as
any other Units. If we elect not to purchase Units, the Trustee may sell
tendered Units in the over-the-counter market, if any. However, the
amount you will receive is the same as you would have received on
redemption of the Units.

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

Expenses and Charges

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

Page 19

holders, so the Trustee benefits from the use of these funds.

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trust, and will receive brokerage fees
when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. First Trust Advisors L.P., an affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to the Trust and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trust. In providing portfolio
supervisory services, the Portfolio Supervisor will purchase research
services from O'Shaughnessy Capital Management, Inc. for a fee of $.002
per Unit sold.

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

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

- - A license fee payable by the Trust for the use of certain trademarks
and trade names of O'Shaughnessy Capital Management, Inc.;

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

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

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

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

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

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

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

Tax Status

This section summarizes some of the main U.S. federal income tax
consequences of owning Units of the Trust. 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 Trust will not be taxed as a corporation for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by the 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 the Trust. This is true
even if you elect to have your distributions automatically reinvested
into additional Units. In addition, the income from the Trust which you
must take into account for federal income tax purposes is not reduced by
amounts used to pay the deferred sales charge.

Page 20

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,
generally including sales charges, 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.

Rollovers.

If you elect to have your proceeds from the Trust rolled over into the
next series of the Trust, it is considered a sale for federal income tax
purposes, and any gain on the sale will be treated as a capital gain,
and any loss will be treated as a capital loss. However, any loss you
incur in connection with the exchange of your Units of the Trust for
units of the next series will generally be disallowed with respect to
this deemed sale and subsequent deemed repurchase, to the extent the two
trusts have identical Securities under the wash sale provisions of the
Internal Revenue Code.

In-Kind Distributions.

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

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by the Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by the Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
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 the 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 the 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 Trust 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 the 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 the 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 Trust will not be taxed as a corporation, and the income of the
Trust will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.

Page 21

Retirement Plans

You may purchase Units of the Trust for:

- - Individual Retirement Accounts,

- - Keogh Plans,

- - Pension funds, and

- - Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
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 for purchase they will be delivered three business days
after your order or shortly thereafter. You may transfer or redeem Units
represented by a certificate by endorsing and surrendering it to the
Trustee, along with a written instrument(s) of transfer. You must sign
your name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.

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

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

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

- - The number of Units issued or transferred;

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

- - 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 the Trust for the year;

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

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

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

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

Page 22

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

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

We anticipate that the deferred sales charge will be collected from the
Capital Account of the Trust and that 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 ("IRS") to
withhold a certain percentage of any distribution the Trust makes and
deliver such amount to the IRS 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 the Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the disposition of the Securities. However, if you are eligible,
you may elect to receive an In-Kind Distribution as described under
"Amending or Terminating the Indenture." All Unit holders will receive a
pro rata share of any other assets remaining in the Trust, after
deducting any unpaid expenses of the Trust.

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

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

Redeeming Your Units

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

Page 23

any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.

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

If you are tendering 1,000 Units or more for redemption, rather than
receiving cash you may elect to receive a distribution of shares of
Securities (an "In-Kind Distribution") in an amount and value equal to
the Redemption Price per Unit by making this request in writing to the
Trustee at the time of tender. However, no In-Kind Distribution requests
submitted during the nine business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make
an In-Kind Distribution by distributing each of the Securities in book-
entry form to your bank 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 the Trust to make funds available for
redemption. If Securities are sold, the size and diversification of the
Trust will be reduced. These sales may result in lower prices than if
the Securities were sold at a different time.

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

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

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

- - For any other period permitted by SEC order.

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

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

5. other liabilities incurred by the Trust; and

dividing

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

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 Table."

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

Page 24

Reinvesting in a New Trust

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

If you wish to have the proceeds from your Units rolled into the New
Trust you must notify the Trustee in writing of your election by the
Rollover Notification Date stated in the "Summary of Essential
Information." As a Rollover Unit holder, your Units will be redeemed and
the underlying Securities sold by the Trustee, in its capacity as
Distribution Agent, during the Special Redemption and Liquidation
Period. The Distribution Agent may engage us or other brokers as its
agent to sell the Securities.

Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of the New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject only to the maximum remaining deferred sales charge on such
units (currently expected to be $.195 per unit).

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

Please note that there are certain tax consequences associated with
becoming a Rollover Unit holder. See "Tax Status." If you elect not to
participate as a Rollover Unit holder ("Remaining Unit holders"), you
will not incur capital gains or losses due to the Special Redemption and
Liquidation, nor will you be charged any additional sales charge. We may
modify, amend or terminate this rollover option upon 60 days notice.

Removing Securities from the Trust

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

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

Except in the limited instance in which the Trust acquires Replacement
Securities to replace failed contracts to purchase Securities, as
described in "The FT Series," the Trust may not acquire any securities
or other property other than the Securities. The Trustee, on behalf of
the Trust, will reject any offer for new or exchanged securities or
property in exchange for a Security, such as those acquired in a merger
or other transaction. If such exchanged securities or property are
nevertheless acquired by the Trust, at our instruction, they will either
be sold or held in the Trust. In making the determination as to whether

Page 25

to sell or hold the exchanged securities or property we may get advice
from the Portfolio Supervisor. Any proceeds received from the sale of
Securities, exchanged securities or property will be credited to the
Capital Account of the Trust for distributions to Unit holders or to
meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for the Trust to facilitate selling
Securities, exchanged securities or property from the Trust. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.

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

Amending or Terminating the Indenture

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

- - To cure ambiguities;

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

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

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

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

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

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

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

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

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

If you own at least 1,000 Units of the Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive 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 either the
Rollover Option or the In-Kind Distribution option for eligible Unit
holders you will receive a cash distribution from the sale of the
remaining Securities, along with your interest in the Income and Capital
Accounts of the Trust, within a reasonable time after the Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the Trust any accrued costs, expenses, advances or
indemnities 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.

Page 26

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

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

- - The First Trust Combined Series

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

- - The First Trust Insured Corporate Trust

- - The First Trust of Insured Municipal Bonds

- - The First Trust GNMA

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

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

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

The Trustee.

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

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

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable to Unit holders for taking any
action or for not taking any action in good faith according to the
Indenture. We will also not be accountable for errors in judgment. We
will only be liable for our own willful misfeasance, bad faith, gross
negligence (ordinary negligence in the Trustee's case) or reckless
disregard of our obligations and duties. The Trustee is not liable for
any loss or depreciation when the Securities are sold. If we fail to act
under the Indenture, the Trustee may do so, and the Trustee will not be
liable for any action it takes in good faith under the Indenture.

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

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

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

- - Terminate the Indenture and liquidate the Trust, or

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

The Evaluator.

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

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

Page 27

Other Information

Legal Opinions.

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

Experts.

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

Supplemental Information.

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

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Page 31

FIRST TRUST (registered trademark)

O'Shaughnessy Reasonable Runaways Growth Portfolio, Series 4
FT 357

Sponsor:

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

Trustee:

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

________________

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

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

________________

This prospectus contains information relating to O'Shaughnessy
Reasonable Runaways Growth Portfolio, Series 4, 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. 333-81379) 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

June 30, 1999
As amended July 1, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 32

First Trust (registered trademark)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 357 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing.

This Information Supplement is dated June 30, 1999. Capitalized terms
have been defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1

Risk Factors

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

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

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