FT371, S-6, 1999-09-24

FT371
S-6, 1999-09-24

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

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

A. Exact Name of Trust: FT 371

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

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

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

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

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

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

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

SUBJECT TO COMPLETION DATED SEPTEMBER 24, 1999

AMERICA'S LEADING BRANDS PORTFOLIO, SERIES 6
BIOTECHNOLOGY PORTFOLIO SERIES
COMMUNICATIONS PORTFOLIO, SERIES 5
INTERNET PORTFOLIO, SERIES 8
MARKET LEADERS PORTFOLIO, SERIES 4
RETAIL PORTFOLIO, SERIES 4

FT 371

FT 371 consists of six separate unit investment trusts each of which is
listed above (each, a "Trust," and collectively, the "Trusts"). Each
Trust contains a diversified portfolio of common stocks ("Securities")
issued by companies in the industry sector or investment focus for which
the Trust is named. The objective of each Trust is to provide above-
average capital appreciation.

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

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

First Trust (registered trademark)

1-800-621-9533

The date of this prospectus is ____________, 1999

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 16
Portfolios 17
Risk Factors 19
Portfolio Securities Descriptions 21
Public Offering 23
Distribution of Units 25
The Sponsor's Profits 26
The Secondary Market 26
How We Purchase Units 26
Expenses and Charges 26
Tax Status 27
Retirement Plans 28
Rights of Unit Holders 28
Income and Capital Distributions 29
Redeeming Your Units 30
Removing Securities from a Trust 31
Amending or Terminating the Indenture 32
Information on the Sponsor, Trustee and Evaluator 32
Other Information 33

Page 2

Summary of Essential Information

FT 371

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

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

<TABLE>
<CAPTION>
America's
Leading Brands Biotechnology Communications
Portfolio Portfolio Portfolio
Series 6 Series Series 5
____________ _____________ ______________
<S> <C> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900

Maximum Sales Charge of 4.5% of the Public Offering
Price per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $10.000 $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code _____ _____ _____
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date ____________, 1999
Mandatory Termination Date (6) October 15, 2004
Income Distribution Record Date Fifteenth day of each June and December, commencing December 15, 1999.
Income Distribution Date (7) Last day of each June and December, commencing December 31, 1999.

_____________

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

Page 3

Summary of Essential Information

FT 371

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

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

<TABLE>
<CAPTION>
Internet Market Leaders Retail
Portfolio Portfolio Portfolio
Series 8 Series 4 Series 4
___________ ___________ _________
<S> <C> <C> <C>
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900 $ 9.900 $ 9.900
Maximum Sales Charge of 4.5% of the Public Offering Price
per Unit (4.545% of the net amount invested,
exclusive of the deferred sales charge) (3) $ .450 $ .450 $ .450
Less Deferred Sales Charge per Unit $ (.350) $ (.350) $ (.350)
Public Offering Price per Unit (4) $10.000 $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.550 $ 9.550 $ 9.550
Redemption Price per Unit (based on aggregate underlying value
of Securities less deferred sales charge) (5) $ 9.550 $ 9.550 $ 9.550
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code _____ _____ _____
</TABLE>

______________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

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

(2) Each listed Security 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 ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Tables" and "Public Offering."

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

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

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

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

Page 4

Fee Table

This Fee Table describes the fees and expenses that you may pay directly
or indirectly if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although the Trusts have a term of
approximately five years and are unit investment trusts rather than
mutual funds, this information allows you to compare fees.

<TABLE>
<CAPTION>
AMERICA'S BIOTECHNOLOGY COMMUNICATIONS
LEADING BRANDS PORTFOLIO PORTFOLIO
PORTFOLIO, SERIES 6 SERIES SERIES 5
___________________ ___________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.0%(a) $ .100 1.0%(a) $ .100 1.0%(a) $ .100
Deferred sales charge 3.5%(b) .350 3.5%(b) .350 3.5%(b) .350
_____ ______ _____ ______ _____ ______
Maximum sales charge 4.5% $ .450 4.5% $ .450 4.5% $ .450
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on reinvested dividends 3.5%(c) $ .350 3.5%(c) $ .350 3.5%(c) $ .350
===== ====== ===== ====== ===== ======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .225%(d) $.0225 .225%(d) $.0225 .225%(d) $.0225
===== ====== ===== ====== ===== ======

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees .100% $.0098 .100% $.0098 .100% $.0098
Trustee's fee and other operating expenses .152%(e) .0149 .152%(e) .0149 .152%(e) .0149
_____ ______ _____ ______ _____ ______
Total .252% $.0247 .252% $.0247 .252% $.0247
===== ====== ===== ====== ===== ======

INTERNET MARKET LEADERS RETAIL
PORTFOLIO, SERIES 8 PORTFOLIO, SERIES 4 PORTFOLIO, SERIES 4
___________________ ___________________ ___________________
Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
Unit Holder Transaction Expenses <C> <C> <C> <C> <C> <C>
(as a percentage of public offering price)
Initial sales charge imposed on purchase 1.0%(a) $ .100 1.0%(a) $ .100 1.0%(a) $ .100
Deferred sales charge 3.5%(b) .350 3.5%(b) .350 3.5%(b) .350
_____ ______ _____ ______ _____ ______
Maximum sales charge 4.5% $ .450 4.5% $ .450 4.5% $ .450
===== ====== ===== ====== ===== ======
Maximum sales charge imposed on reinvested dividends 3.5%(c) $ .350 3.5%(c) $ .350 3.5%(c) $ .350
===== ====== ===== ====== ===== ======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .225%(d) $.0225 .225%(d) $.0225 .225%(d) $.0225
===== ====== ===== ====== ===== ======

Page 5

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years
______ _______ _______
<S> <C> <C> <C>
America's Leading Brands Portfolio, Series 6 $498 $549 $606
Biotechnology Portfolio Series 498 549 606
Communications Portfolio, Series 5 498 549 606
Internet Portfolio, Series 8 498 549 606
Market Leaders Portfolio, Series 4 498 549 606
Retail Portfolio, Series 4 498 549 606

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

_____________

<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge (4.5% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $.35 per Unit). When the Public Offering Price exceeds $10.00
per Unit, the initial sales charge will exceed 1.0% of the Public
Offering Price per Unit.

(b) The deferred sales charge is a fixed dollar amount equal to $.35 per
Unit which will be deducted in five monthly installments of $.07 per
Unit beginning May 19, 2000 and on the 20th day of each month thereafter
(or the preceding business day if the 20th day is not a business day)
through September 20, 2000. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change but the deferred sales charge on a percentage basis will be more
than 3.5% of the Public Offering Price. If you purchase Units after the
first deferred sales charge payment has been deducted, your purchase
price will include both the initial sales charge and any remaining
deferred sales charge payments.

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

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

(e) Other operating expenses incurred by a Trust for annually updating a
Trust's registration statement. Historically, we paid these costs. Other
operating expenses do not, however, include brokerage costs and other
portfolio transaction fees.
</FN>
</TABLE>

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 371

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 371, comprised of America's Leading
Brands Portfolio, Series 6; Biotechnology Portfolio Series;
Communications Portfolio, Series 5; Internet Portfolio, Series 8; Market
Leaders Portfolio, Series 4; and Retail Portfolio, Series 4, as of the
opening of business on ____________, 1999. These statements of net
assets are the responsibility of the Trusts' Sponsor. Our responsibility
is to express an opinion on these statements of net assets based on our
audit.

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

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 371,
comprised of America's Leading Brands Portfolio, Series 6; Biotechnology
Portfolio Series; Communications Portfolio, Series 5; Internet
Portfolio, Series 8; Market Leaders Portfolio, Series 4; and Retail
Portfolio, Series 4, at the opening of business on ____________, 1999 in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
____________, 1999

Page 7

Statements of Net Assets

FT 371

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

<TABLE>
<CAPTION>
America's
Leading Brands Biotechnology Communications
Portfolio Portfolio Portfolio
Series 6 Series Series 5
____________ ____________ ____________
<S> <C> <C> <C>

NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding

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

______________

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

Page 8

Statements of Net Assets (cont'd.)

FT 371

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

<TABLE>
<CAPTION>
Internet Market Leaders Retail
Portfolio Portfolio Portfolio
Series 8 Series 4 Series 4
_______________ _______________ ______________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
Less liability for deferred sales charge (4) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding

_____________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

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

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,200,000 will be allocated among each of the six Trusts in FT
371, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0225 per
Unit for each Trust. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions from a Trust ($.35 per Unit), payable to us in five equal
monthly installments beginning on May 19, 2000 and on the twentieth day
of each month thereafter (or if such date is not a business day, on the
preceding business day) through September 20, 2000. If you redeem Units
before September 20, 2000 you will have to pay the remaining amount of
the deferred sales charge applicable to such Units when you redeem them.

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

Page 9

Schedule of Investments

America's Leading Brands Portfolio, Series 6
FT 371

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

AUTO & TRANSPORTATION
_____________________
F Ford Motor Company %

BEVERAGES
_________
BUD Anheuser-Busch Companies, Inc. %
KO The Coca-Cola Company %
PEP PepsiCo, Inc. %

ENTERTAINMENT
_____________
DIS The Walt Disney Company %

FOOD
____
HNZ H.J. Heinz Company %
HSY Hershey Foods Corporation %
SLE Sara Lee Corporation %

HOUSEHOLD PRODUCTS
__________________
CLX The Clorox Company %
KMB Colgate-Palmolive Company %
CL Kimberly-Clark Corporation %
PG Procter & Gamble Company %

PHARMACEUTICALS
_______________
BMY Bristol-Myers Squibb Company %
JNJ Johnson & Johnson %
SGP Schering-Plough Corporation %

RECREATION
__________
CCL Carnival Corporation %
HDI Harley-Davidson %

RESTAURANTS
___________
MCD McDonald's Corporation %
SBUX Starbucks Corporation %

TECHNOLOGY
__________
DELL Dell Computer Corporation %
INTC Intel Corporation %
XRX Xerox Corporation %

TOILETRIES/COSMETICS
____________________
G The Gillette Company %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 10

Schedule of Investments

Biotechnology Portfolio Series
FT 371

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

<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost o
of Ticker Symbol and Offering per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ __________ ______ _____________
<S> <C> <C> <C> <C>
BIOTECH
_______
AFFX Affymetrix, Inc. % $ $
AMGN Amgen Inc. %
BCHE BioChem Pharma Inc. (4) %
BGEN Biogen, Inc. %
BTGC Bio-Technology General Corp. %
CRA Celera Genomics %
CHIR Chiron Corporation %
ENZN Enzon, Inc. %
DNA Genentech, Inc. %
GENZ Genzyme Corporation (General Division) %
HGSI Human Genome Sciences, Inc. %
IDPH IDEC Pharmaceuticals Corporation %
IMNX Immunex Corporation %
IVGN Invitrogen Corporation %
MEDI MedImmune, Inc. %
MLNM Millennium Pharmaceuticals, Inc. %
PDLI Protein Design Labs, Inc. %
TKTX Transkaryotic Therapies, Inc. %

PHARMACEUTICALS
_______________
AHP American Home Products Corporation %
BMY Bristol-Myers Squibb Company %
GLX Glaxo Wellcome Plc (ADR) %
JNJ Johnson & Johnson %
LLY Eli Lilly and Company %
MRK Merck & Co., Inc. %
NVTSY Novartis AG (ADR) %
PFE Pfizer Inc. %
ROHHY Roche Holdings AG (ADR) %
SGP Schering-Plough Corporation %
SBH SmithKline Beecham Plc (ADR) %
WLA Warner-Lambert Company %
______ ________
Total Investments 100% $
====== ========

_________________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 11

Schedule of Investments

Communications Portfolio, Series 5
FT 371

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

DATA NETWORKING/COMMUNICATIONS EQUIPMENT
________________________________________
ADCT ADC Telecommunications, Inc. %
AMCC Applied Micro Circuits Corporation %
BRCM Broadcom Corporation (Class A) %
CSCO Cisco Systems, Inc. %
CMVT Comverse Technology, Inc. %
ECIL ECI Telecom Limited (4) %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
PMCS PMC-Sierra, Inc. (4) %
TLAB Tellabs, Inc. %
VTSS Vitesse Semiconductor Corporation %

WIRELESS COMMUNICATIONS
_______________________
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
QCOM QUALCOMM Incorporated %
VOD Vodafone AirTouch Plc (ADR) %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 12

Schedule of Investments

Internet Portfolio, Series 8
FT 371

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

DATA NETWORKING/COMMUNICATIONS EQUIPMENT
________________________________________
AMCC Applied Micro Circuits Corporation %
BRCM Broadcom Corporation (Class A) %
CSCO Cisco Systems, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (4) %
PMCS PMC-Sierra, Inc. (4) %
TLAB Tellabs, Inc. %
VTSS Vitesse Semiconductor Corporation %

COMPUTERS & PERIPHERALS
_______________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
GTW Gateway Inc. %
HWP Hewlett-Packard Company %
INTC Intel Corporation %
IBM International Business Machines Corporation %
SUNW Sun Microsystems, Inc. %

INTERNET CONTENT
________________
CMGI CMGI Inc. %
TMPW TMP Worldwide Inc. %
YHOO Yahoo! Inc. %

ONLINE BROKERAGE
________________
NITE Knight/Trimark Group, Inc. (Class A) %
SCH The Charles Schwab Corporation %

SOFTWARE
________
BVSN BroadVision, Inc. %
CHKP Check Point Software Technologies Ltd. (4) %
INTU Intuit Inc. %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
______ _________
Total Investments 100% $
====== =========

______________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 13

Schedule of Investments

Market Leaders Portfolio, Series 4
FT 371

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

<TABLE>
<CAPTION>
Approximate
Percentage Market
Number of Aggregate Value Cost o
of Ticker Symbol and Offering per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ __________ ______ _________
<S> <C> <C> <C> <C>
AXP American Express Company % $ $
BRK/B Berkshire Hathaway Inc. (Class B) %
KO The Coca-Cola Company %
DIS The Walt Disney Company %
FRE Freddie Mac %
G The Gillette Company %
WPO The Washington Post Company (Class B) %
WFC Wells Fargo Company %
______ ________
Total Investments 100% $
====== ========

_________________

<FN>
See "Notes to Schedules of Investments" on page 15.
</FN>
</TABLE>

Page 14

Schedule of Investments

Retail Portfolio, Series 4
FT 371

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

<TABLE>
<CAPTION>
Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities to
of Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
_______ _______________________________________ __________ ______ ________
<S> <C> <C> <C> <C>
ANF Abercrombie & Fitch Co. (Class A) % $ $
BJ BJ's Wholesale Club, Inc. %
BBBY Bed Bath & Beyond Inc. %
CDWC CDW Computer Centers, Inc. %
CC Circuit City Stores-Circuit City Group %
COST Costco Wholsale Corporation %
DH Dayton Hudson Corporation %
DG Dollar General Corporation %
DLTR Dollar Tree Stores, Inc. %
GPS The Gap, Inc. %
TOM Tommy Hilfiger Corporation %
HD The Home Depot, Inc. %
IBI Intimate Brands, Inc. %
KR The Kroger Co. %
LOW Lowe's Companies, Inc. %
MAY The May Department Stores Company %
SWY Safeway Inc. %
SPLS Staples, Inc. %
WAG Walgreen Co. %
WMT Wal-Mart Stores, Inc. %
______ _________
Total Investments 100% $
====== =========

_____________

<FN>
NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on ____________, 1999.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our profit or
loss (which is the difference between the cost of the Securities to us
and the cost of the Securities to a Trust) are set forth below:

Cost of
Securities Profit
to Sponsor (Loss)
_________ ______
America's Leading Brands Portfolio, Series 6 $ $
Biotechnology Portfolio Series $ $
Communications Portfolio, Series 5 $ $
Internet Portfolio, Series 8 $ $
Market Leaders Portfolio, Series 4 $ $
Retail Portfolio, Series 4 $ $

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

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

Page 15

The FT Series

The FT Series Defined.

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

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

What We Call the Trusts.

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

- - America's Leading Brands Portfolio, Series 6

- - Biotechnology Portfolio Series

- - Communications Portfolio, Series 5

- - Internet Portfolio, Series 8

- - Market Leaders Portfolio, Series 4

- - Retail Portfolio, Series 4

Mandatory Termination Date.

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

How We Created the Trusts.

On the Initial Date of Deposit, we deposited contracts to buy the
Securities with the Trustee and in turn, the Trustee delivered documents
to us representing our ownership of the Trusts in the form of units
("Units").

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

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

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

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

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in a Trust fails, unless we can purchase
substitute Securities ("Replacement Securities"), we will refund to you
that portion of the purchase price and sales charge resulting from the
failed contract on the next Income Distribution Date. Any Replacement

Page 16

Security a Trust acquires will be identical to those from the failed
contract.

Portfolios

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

America's Leading Brands Portfolio, Series 6 is a unit investment trust
which invests in a portfolio of common stocks of companies considered to be
leaders in their industries.

Almost every American is familiar with brand name companies like Coca-Cola,
Walt Disney, Gillette and McDonald's. They are household names, whose
products can be found in almost every home across the country. This is also
increasingly becoming the case overseas as more markets open in developing
countries. Typically, leading brands companies have large advertising budgets
and strong research and development enabling them to further expand into new
markets.

While many of these companies already have a strong presence in international
markets, we believe they stand to benefit even more from the following
factors:

- - As a result of growing populations and rising standards of living, demand
for goods continues to increase.

- - Relaxed trade agreements and improved political climates are opening more
markets for producers of leading brand name products.

- - Leading brands companies use their large advertising budgets and strong
research and development to further expand into new markets.

- - Generally, consumer goods companies perform well, even during uncertain
economic times, since their products and services typically remain in demand.

Biotechnology Portfolio Series is a unit investment trust which invests
in a portfolio of common stocks of biotechnology companies.

The biotechnology industry was founded in the seventies and successfully
launched its first products in the early eighties. By the start of the
nineties, many in the investment community believed that biotechnology
was on the verge of becoming a revolutionary growth industry, somewhat
like the Internet is now. Eventually, however, the demand for biotech
stocks diminished for various reasons, including a limited supply of
products.

As the nineties draw to a close, interest in biotechnology is being
reignited thanks to a strong pipeline of promising new medicines. On
average, it takes 10-15 years for a new drug to go from development to
market, and there are currently over 300 products in the late stages of
clinical trials, compared to only 30 back in 1991. Since the first
biotech breakthrough in 1982, which involved genetically engineered
human insulin, another 53 products have come to market. A faster FDA
approval process, an increase in the length of patent protection and
advances in computer technology are improvements which have the
potential to help biotech and pharmaceutical companies expedite the
development and approval of their products and grow their businesses.
Therefore, the outlook for the biotechnology industry has improved due
to a more efficient infrastructure that now incorporates product
development, marketing and distribution.

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

- - The biotechnology industry is projected to generate over $20 billion
in revenues in 1999, approximately a 21% increase over 1998.

- - Currently, there are approximately 140 pharmaceutical and
biotechnology companies testing biotechnology products. The costs
associated with developing these products can range from $250-300
million per drug. The leading biotech companies commit 15-50% of total
revenues to research and development. Such excessive costs have inspired
many biotech firms to seek capital investment from pharmaceutical
companies through licensing agreements and other collaborations. By
combining resources, biotech firms not only receive the capital that

Page 17

they need to operate, but also gain access to marketing and distribution
channels. Nearly 1,000 such deals have been made since 1993.

- - We believe that future growth prospects for the industry are bright
due to the potential for an increased demand from an aging population
that is facing longer life expectancies.

- - The industry is focusing on society's most pressing healthcare needs.
For example, approximately 151 of the 350 products in the developmental
stage are related to the treatment of cancer, which is currently the
second leading cause of death in the United States, after cardiovascular
disease. That constitutes more than 40% of the new treatments in
development.

Communications Portfolio, Series 5 is a unit investment trust which
invests in a portfolio of common stocks of communications companies,
diversified across domestic and international companies involved in
communications services, data networking/communications equipment and
wireless communications. In general, we believe these companies have
above-average growth prospects for both sales and earnings, established
market shares for their services and lower-than-average debt.

The communications industry is expected to benefit from the convergence
of a variety of industries, including entertainment, media and
publishing. Deregulation and privatization of telecommunications
services both domestically and internationally have heightened
competition. As a result, leading companies in the communications
industry are poised for increased revenue and earnings growth potential
over the next several years.

The following factors support our positive outlook for companies in the
communications industry:

- - The Telecommunications Act of 1996 broke down many regulatory barriers
in the United States. Companies that were once prevented from offering
multiple communications services can now do so.

- - Foreign markets are opening at a rapid pace. In fact, 69 countries
representing more than 90% of world telecommunications revenue recently
signed an agreement to move to deregulation and privatization.

- - Recent advances, such as wireless phones, fiber optics and the
Internet are allowing businesses, individuals and governments greater
access to more services at lower costs.

Internet Portfolio, Series 8 is a unit investment trust which invests in
a portfolio of common stocks of technology companies which provide
products or services for, or conduct business on, the Internet.

The following factors support our positive outlook for the companies in
the Internet-related industry:

- - A new computer is added to the Internet approximately every four
seconds.

- - Nearly 3000 new websites are being added every day.

- - There has been an increase in consolidation and mergers among
Internet related companies.

- - Improved security measures are helping fuel consumer transactions
over the Web.

Market Leaders Portfolio, Series 4 is a unit investment trust which
invests in a diversified portfolio of common stocks of companies that
are widely regarded as front-runners in their respective industries. One
important advantage that blue-chip companies enjoy over most companies
is that they are usually very well capitalized, which has the potential
to provide their stockholders with a greater degree of stability and
performance over time.

The Trust is invested in companies that market essential consumer
products and services, have skilled management, possess strong balance
sheets and have demonstrated the ability to generate earnings growth.
Their products and services often remain in demand, even during periods
of slow economic growth.

The following factors support our positive outlook for these market
leaders:

- - The global economy appears to be in the early stages of a rebound
thanks to the modest recoveries underway in Asia and Europe. Coca-Cola,
Disney and American Express have the potential to benefit from an
increase in consumer spending overseas.

- - The economic environment in the United States continues to reflect
strong growth and attractive interest rate levels. The housing market is
robust, which could continue to fuel demand for the services of Freddie
Mac.

- - Online banking is one area where Wells Fargo is getting a jump on the

Page 18

competition. They are the nation's largest online banker servicing
approximately one million accounts. Their online customers typically
cost less to service than traditional bank customers.

Retail Portfolio, Series 4 is a unit investment trust which invests in a
portfolio of common stocks of retail companies.

When it comes to the power of the vote, few do it better than the
consumer. Every day consumers cast their votes with dollars. Now more
than ever, consumers demand quality and selection at a reasonable price.
Additionally, consumers are spending less time shopping, but spending
more money per visit. In fact, industry analysts have even coined a new
phrase for this called "precision shopping."

The key to success in retail is to win over the consumer. After all,
their spending accounts for a significant portion of the annual U.S. GDP.

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

- - Retailers tend to prosper during economic cycles that boast low
interest rates, low unemployment, personal income growth and high levels
of consumer confidence. The U.S. economy is healthy and is currently
enjoying a sustained period of low inflation and stable interest rates.
Unemployment rates are historically low and consumer confidence levels
hover near the 1998 record high.

- - The retail industry employs over 20 million people. That equates to
one in five U.S. workers, according to the U.S. Department of Labor.

- - The Internet could play a key role in the retail sector because it
enables companies to market and distribute products cost-effectively
without geographical limitations.

- - Success often hinges on finding new growth opportunities. Some
historical retail trends that proved successful were department stores,
malls, specialty retail stores and national discounters. The Internet
could evolve into the next successful trend. It offers benefits like
convenience, selection and pricing. Though still in its infancy, more
than 58 million adults are online in the United States alone, a figure
that is expected to grow substantially over the years to come.

Retailers all share a common challenge which is to increase profits
while reducing costs. We believe that growth in the retail sector will
come from such initiatives as opening new stores, the Internet, brand
building and mergers. It is our belief that a portfolio of industry
leading retailers offers value and growth potential for the future.

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

Risk Factors

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

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

Certain of the Securities in certain Trusts may be issued by companies
with market capitalizations of less than $1 billion. The share prices of
these small-cap companies are often more volatile than those of larger
companies as 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.

Biotechnology/Pharmaceutical Industries. The Biotechnology Portfolio
Series includes companies involved in drug development and production.
Biotech and pharmaceutical companies are subject to changing government
regulation, including price controls, national health insurance, managed

Page 19

care regulation and tax incentives or penalties related to medical
insurance premiums, which could have a negative effect on the price and
availability of their products and services. In addition, such companies
face increasing competition from generic drug sales, the termination of
their patent protection for certain drugs and technological advances
which render their products or services obsolete. The research and
development costs required to bring a drug to market are substantial and
may include a lengthy review by the government, with no guarantee that
the product will ever go to market or show a profit. Many of these
companies may not offer certain drugs or products for several years, and
as a result, may have significant losses of revenue and earnings.

Communications Industry. The Communications Portfolio, Series 5 includes
companies that are involved in the communications industry.
Communications companies are generally subject to the risks of rapidly
changing technologies; short product life cycles; fierce competition;
aggressive pricing and reduced profit margins; the loss of patent,
copyright and trademark protections; cyclical market patterns; evolving
industry standards and frequent new product introductions. Rapid
deregulation, both in the United States and internationally, allows
companies to develop products and services for a larger market, but also
exposes them to fierce global competition.

Consumer Products Industry. The America's Leading Brands Portfolio,
Series 6 mainly consists of consumer products companies. General risks
of these companies include cyclicality of revenues and earnings,
changing consumer tastes, extensive competition, product liability
litigation and increased governmental regulation. Generally, spending on
consumer products is affected by the economic health of consumers. A
weak economy and its effect on consumer spending would adversely affect
consumer products companies.

Market Leaders. The Market Leaders Portfolio, Series 4 is concentrated
in Berkshire Hathaway, Inc. common stock and the common stock of certain
companies in which Berkshire Hathaway, Inc. owns an equity interest.
This lack of diversification increases risks to investors. Berkshire
Hathaway, Inc. and the other issuers of Securities included in the
Market Leaders Portfolio, Series 4 have in no way participated in the
creation of this Trust.

Technology Industry. The Internet Portfolio, Series 8 is concentrated in
Securities issued by companies which are involved in the Internet area
of the technology industry. Technology companies are generally subject
to the risks of rapidly changing technologies; short product life
cycles; fierce competition; aggressive pricing and reduced profit
margins; the loss of patent, copyright and trademark protections;
cyclical market patterns; evolving industry standards and frequent new
product introductions. Technology companies may be smaller and less
experienced companies, with limited product lines, markets or financial
resources and fewer experienced management or marketing personnel.
Technology company stocks, especially those which are Internet-related,
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Also, the stocks of many
Internet companies have exceptionally high price-to-earnings ratios with
little or no earnings histories.

Retail Industry. The Retail Portfolio, Series 4 includes companies
involved in the retail industry. General risks of these companies
include the general state of the economy, intense competition and
consumer spending trends. A decline in the economy which results in a
reduction of consumers' disposable income can negatively impact spending
habits. Competitiveness in the retail industry will require large
capital outlays for the installation of automated checkout equipment to
control inventory, track the sale of items and gauge the success of
sales campaigns. Retailers who sell their products over the Internet
have the potential to access more consumers, but will require
sophisticated technology to remain competitive.

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

Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and

Page 20

thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes necessary to prepare for
January 1, 2000 will cause any major operational difficulties for the
Trusts. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities, but you
should note that foreign issuers may have greater complications than
other issuers.

Foreign Stocks. Certain of the Securities in certain Trusts are issued
by foreign companies, which makes these Trusts subject to more risks
than if they invested solely in domestic common stocks. These Securities
are either directly listed on a U.S. securities exchange or are in the
form of American Depositary Receipts ("ADRs") which are listed on a U.S.
securities exchange. Risks of foreign common stocks include higher
brokerage costs; different accounting standards; expropriation,
nationalization or other adverse political or economic developments;
currency devaluations, blockages or transfer restrictions; restrictions
on foreign investments and exchange of securities; inadequate financial
information; lack of liquidity of certain foreign markets; and less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries.

Portfolio Securities Descriptions

America's Leading Brands Portfolio, Series 6.

Apparel/Retail
______________

The Gap, Inc.

Tommy Hilfiger Corporation

Auto & Transportation
______________

Ford Motor Company

Beverages
______________

Anheuser-Busch Companies, Inc.

The Coca-Cola Company

PepsiCo, Inc.

Entertainment
______________

The Walt Disney Company

Food
______________

H.J. Heinz Company

Hershey Foods Corporation

Sara Lee Corporation

Household Products
______________

The Clorox Company

Colgate-Palmolive Company

Kimberly-Clark Corporation

Procter & Gamble Company

Pharmaceuticals
______________

Bristol-Myers Squibb Company

Johnson & Johnson

Schering-Plough Corporation

Recreation
______________

Carnival Corporation

Harley-Davidson

Restaurants
______________

McDonald's Corporation

Starbucks Corporation

Technology
______________

Dell Computer Corporation

Intel Corporation

Xerox Corporation

Toiletries/Cosmetics
______________

The Gillette Company

Biotechnology Portfolio Series

Biotech
______________

Affymetrix, Inc.

Amgen Inc.

BioChem Pharma Inc.

Biogen, Inc.

Bio-Technology General Corp.

Celera Genomics

Chiron Corporation

Enzon, Inc.

Genentech, Inc.

Genzyme Corporation (General Division)

Human Genome Sciences, Inc.

IDEC Pharmaceuticals Corporation

Immunex Corporation

Invitrogen Corporation

MedImmune, Inc.

Millennium Pharmaceuticals, Inc.

Protein Design Labs, Inc.

Transkaryotic Therapies, Inc.

Pharmaceuticals
______________

American Home Products Corporation

Page 21

Bristol-Myers Squibb Company

Glaxo Wellcome Plc (ADR)

Johnson & Johnson

Eli Lilly and Company

Merck & Co., Inc.

Novartis AG (ADR)

Pfizer Inc.

Roche Holdings AG (ADR)

Schering-Plough Corporation

SmithKline Beecham Plc (ADR)

Warner-Lambert Company

Communications Portfolio, Series 5.

Communications Services
_______________________

ALLTEL Corporation

AT&T Corp.

Bell Atlantic Corporation

BellSouth Corporation

Cable & Wireless Plc (ADR)

Deutsche Telekom AG (ADR)

MCI WorldCom, Inc.

Qwest Communications International Inc.

SBC Communications Inc.

Telefonica S.A. (ADR)

Data Networking/Communications Equipment
____________________________________

ADC Telecommunications, Inc.

Applied Micro Circuits Corporation

Broadcom Corporation (Class A)

Cisco Systems, Inc.

Comverse Technology, Inc.

ECI Telecom Limited

Lucent Technologies Inc.

Nortel Networks Corporation

PMC-Sierra, Inc.

Tellabs, Inc.

Vitesse Semiconductor Corporation

Wireless Communications
_____________________

Motorola, Inc.

Nokia Oy (ADR)

QUALCOMM Incorporated

Vodafone AirTouch Plc (ADR)

Internet Portfolio, Series 8.

Access/Information Providers
________________________

AT&T Corp.

America Online, Inc.

MCI WorldCom, Inc.

MindSpring Enterprises, Inc.

Qwest Communications International Inc.

Data Networking/Communications Equipment
____________________________________

Applied Micro Circuits Corporation

Broadcom Corporation (Class A)

Cisco Systems, Inc.

Lucent Technologies Inc.

Nortel Networks Corporation

PMC-Sierra, Inc.

Tellabs, Inc.

Vitesse Semiconductor Corporation

Computers & Peripherals
_____________________

Dell Computer Corporation

EMC Corporation

Gateway Inc.

Hewlett-Packard Company

Intel Corporation

International Business Machines Corporation

Sun Microsystems, Inc.

Internet Content
______________

CMGI Inc.

TMP Worldwide Inc.

Yahoo! Inc.

Online Brokerage
______________

Knight/Trimark Group, Inc. (Class A)

The Charles Schwab Corporation

Software
______________

BroadVision, Inc.

Check Point Software Technologies Ltd.

Intuit Inc.

Microsoft Corporation

Oracle Corporation

Market Leaders Portfolio, Series 4.

American Express Company

Berkshire Hathaway Inc. (Class B)

The Coca-Cola Company

The Walt Disney Company

Freddie Mac

The Gillette Company

Page 22

The Washington Post Company (Class B)

Wells Fargo Company

Retail Portfolio, Series 4.

Abercrombie & Fitch Co. (Class A)

BJ's Wholesale Club, Inc.

Bed Bath & Beyond Inc.

CDW Computer Centers, Inc.

Circuit City Stores-Circuit City Group

Costco Wholsale Corporation

Dayton Hudson Corporation

Dollar General Corporation

Dollar Tree Stores, Inc.

The Gap, Inc.

Tommy Hilfiger Corporation

The Home Depot, Inc.

Intimate Brands, Inc.

The Kroger Co.

Lowe's Companies, Inc.

The May Department Stores Company

Safeway Inc.

Staples, Inc.

Walgreen Co.

Wal-Mart Stores, Inc.

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 upfront sales
charge and a deferred sales charge).

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

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

Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time

Page 23

and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.

Minimum Purchase.

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

Sales Charges.

The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1.0% of the Public
Offering Price of a Unit. This initial sales charge is actually equal to
the difference between the maximum sales charge of 4.5% of the Public
Offering Price and the maximum remaining deferred sales charge
(initially $.35 per Unit). The initial sales charge will vary from 1.0%
with changes in the aggregate underlying value of the Securities,
changes in the Income and Capital Accounts and as deferred sales charge
payments are made. In addition, five monthly deferred sales charge
payments of $.07 per Unit will be deducted from each Trust's assets on
approximately the twentieth day of each month from May 19, 2000 through
September 20, 2000. The maximum sales charge assessed during the initial
offering period will be 4.5% of the Public Offering Price per Unit
(equivalent to 4.545% of the net amount invested, exclusive of the
deferred sales charge).

After the initial offering period, if you purchase Units after the last
deferred sales charge payment has been assessed, your sales charge will
consist of a one-time initial sales charge of 4.5% of the Public
Offering Price (equivalent to 4.712% of the net amount invested), which
will be reduced by 1/2 of 1% on each subsequent October 31, commencing
October 31, 2000, to a minimum sales charge of 3.0%.

Discounts for Certain Persons.

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

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

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

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Any reduced sales charge is the responsibility of the
broker/dealer or other selling agent making the sale.

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

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

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

- - Immediate family members of the above (spouses, children,

Page 24

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 at the Public Offering Price, subject only to the
Sponsor's retention of the sales charge. See "Distribution of Units-
Dealer Concessions."

You 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 Evaluator will appraise the underlying value of the Securities in a
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 holidays on which the
NYSE is closed.

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

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined in the same manner as during
the initial offering period except that bid prices are used instead of
ask prices when necessary.

Distribution of Units

We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

Dealer Concessions.

Dealers and other selling agents can purchase Units at prices which
reflect a concession or agency commission of 3.2% of the Public Offering
Price per Unit (or 65% of the maximum sales charge after October 31,
2000). However, dealers and other selling agents will receive a
concession on the sale of Units subject only to any remaining deferred
sales charge equal to $.22 per Unit on Units sold subject to the maximum
deferred sales charge or 63% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
deferred sales charge. Dealers and other selling agents will receive an
additional volume concession or agency commission of .30% of the Public
Offering Price if they purchase at least $100,000 worth of Units of the
Trusts on the Initial Date of Deposit or $250,000 on any day thereafter
or if they were eligible to receive a similar concession in connection
with sales of similarly structured trusts sponsored by us which are
currently in the initial offering period.

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

Page 25

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

We reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trusts available to their customers on an agency basis. A
portion of the sales charge paid by these customers is kept by or given
to the banks in the amounts shown above.

Award Programs.

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

Investment Comparisons.

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

The Sponsor's Profits

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

In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.

The Secondary Market

Although not obligated, 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 or
redeem your Units 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 your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.

Page 26

Expenses and Charges

The estimated annual expenses of each Trust are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of a Trust
from the Income Account of such Trust if funds are available, and then
from the Capital Account. The Income and Capital Accounts are
noninterest-bearing to Unit holders, so the Trustee may earn interest on
these funds, thus benefiting from their use.

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

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

In addition to a Trust's operating expenses and those fees described
above, each Trust may also incur the following charges:

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

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

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

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

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

- - All taxes and other government charges imposed upon the Securities or
any part of a Trust.

The above expenses and the Trustee's annual fee are secured by a lien on
the Trusts. Since the Securities are all common stocks and dividend
income is unpredictable, we cannot guarantee that dividends will be
sufficient to meet any or all expenses of the Trusts. If there is not
enough cash in the Income or Capital Account, the Trustee has the power
to sell Securities in a Trust to make cash available to pay these
charges which may result in capital gains or losses to you. See "Tax
Status."

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

Tax Status

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

Trust Status.

The Trusts will not be taxed as corporations for federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by your Trust, and
as such you will be considered to have received a pro rata share of

Page 27

income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by your Trust. This is
true even if you elect to have your distributions automatically
reinvested into additional Units. In addition, the income from a Trust
which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.

Your Tax Basis and Income or Loss upon Disposition.

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

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

In-Kind Distributions.

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

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

Limitations on the Deductibility of Trust Expenses.

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

Foreign, State and Local Taxes.

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

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

Retirement Plans

You may purchase Units of the Trusts for:

- - Individual Retirement Accounts;

- - Keogh Plans;

- - Pension funds; and

- - Other tax-deferred retirement plans.

Page 28

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. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form.

Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. 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. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with signature
guaranteed by an eligible institution. In certain cases the Trustee may
require additional documentation before they will transfer or redeem
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. 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.

Uncertificated Units. 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 you:

- - A written initial transaction statement containing a description of
the 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.

Unit Holder Reports.

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

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

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

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

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

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

Income and Capital Distributions

You will begin receiving distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the

Page 29

preceding Income Distribution Record Dates. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses 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. provided the amount equals at least $1.00 per 100 Units.
If the Trustee does not have your TIN, it is required to withhold a
certain percentage of your distribution and deliver such amount to the
Internal Revenue Service ("IRS"). You may recover this amount by giving
your TIN to the Trustee, or when you file a tax return. However, you
should check your statements to make sure the Trustee has your TIN to
avoid this "back-up withholding."

We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.

Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale 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."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.

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

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. You will have to pay the 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 uncertificated, you
need only deliver a request for redemption to the Trustee. In either
case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.

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

Any amounts paid on redemption representing income will be withdrawn
from the Income Account 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. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."

If you tender 1,000 Units or more for redemption, rather than receiving
cash, you may elect to receive an In-Kind Distribution in an amount
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 a Trust's
Mandatory Termination Date will be honored. Where possible, the Trustee

Page 30

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.

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

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

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

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

- - For any other period permitted by SEC order.
The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

5. other liabilities incurred by a Trust; and

dividing

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

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

Removing Securities from a Trust

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

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

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

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

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

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

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

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

Page 31

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 designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may 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 when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.

Amending or Terminating the Indenture

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

- - To cure ambiguities;

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

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

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

Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date. The Trusts may be terminated earlier:

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

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

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

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

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. 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 sales price than might
otherwise be realized if such sale were not required at this time.

If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges) rather than the typical cash
distribution. You must notify the Trustee at least ten business days
prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind

Distribution option, you will receive a cash distribution from the sale
of the remaining Securities, along with your interest in the Income and
Capital Accounts, within a reasonable time after such Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the Trusts any accrued costs, expenses, advances or
indemnities provided for by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and

Page 32

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

The Trustee.

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

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

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable 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 Trusts; or

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

The Evaluator.

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

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

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby

Page 33

and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.

Experts.

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

Supplemental Information.

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

Page 34

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Page 35

FIRST TRUST (registered trademark)

America's Leading Brands Portfolio, Series 6
Biotechnology Portfolio Series
Communications Portfolio, Series 5
Internet Portfolio, Series 8
Market Leaders Portfolio, Series 4
Retail Portfolio, Series 4

FT 371

Sponsor:

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

Trustee:

The Chase Manhattan Bank
4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520

24-Hour Pricing Line:
1-800-446-0132

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

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

To obtain copies at prescribed rates -

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

____________, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 36

First Trust (registered trademark)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 371 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.

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

Table of Contents

Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Litigation
Microsoft 2
Concentrations
Biotechnology/Pharmaceutical 2
Consumer Products 3
Communications 3
Technology 3
Retail 4

Risk Factors

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

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

Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not

Page 1

necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.

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

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

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

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

Litigation

Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice,
several state Attorneys General and Caldera, Inc. The complaints against
Microsoft include copyright infringement, unfair competition and anti-
trust violations. The claims seek injunctive relief and monetary
damages. As of March 31, 1999, Microsoft's management asserted that
resolving these matters will not have a material adverse impact on its
financial position or its results of operation.

Concentrations

Biotechnology/Pharmaceutical. An investment in Units of the Biotechnology
Portfolio should be made with an understanding of the problems and risks
such an investment may entail.

Companies involved in advanced medical devices and instruments, drugs
and biotech have potential risks unique to their sector of the
healthcare field. These companies are subject to governmental regulation
of their products and services, a factor which could have a significant
and possibly unfavorable effect on the price and availability of such
products or services. Furthermore, such companies face the risk of
increasing competition from new products or services, generic drug
sales, the termination of patent protection for drug or medical supply
products and the risk that technological advances will render their
products obsolete. The research and development costs of bringing a drug
to market are substantial, and include lengthy governmental review
processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and may not offer certain
products for several years. Such companies may also have persistent
losses during a new product's transition from development to production,
and revenue patterns may be erratic.

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

Page 2

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

Consumer Products. An investment in the America's Leading Brands
Portfolio should be made with an understanding of the problems and risks
inherent in an investment in the consumer products industry in general.
These include the cyclicality of revenues and earnings, changing
consumer demands, regulatory restrictions, product liability litigation
and other litigation resulting from accidents, extensive competition
(including that of low-cost foreign competition), unfunded pension fund
liabilities and employee and retiree benefit costs and financial
deterioration resulting from leveraged buy-outs, takeovers or
acquisitions. In general, expenditures on consumer products will be
affected by the economic health of consumers. A weak economy with its
consequent effect on consumer spending would have an adverse effect on
consumer products companies. Other factors of particular relevance to
the profitability of the industry are the effects of increasing
environmental regulation on packaging and on waste disposal, the
continuing need to conform with foreign regulations governing packaging
and the environment, the outcome of trade negotiations and the effect on
foreign subsidies and tariffs, foreign exchange rates, the price of oil
and its effect on energy costs, inventory cutbacks by retailers,
transportation and distribution costs, health concerns relating to the
consumption of certain products, the effect of demographics on consumer
demand, the availability and cost of raw materials and the ongoing need
to develop new products and to improve productivity.

Communications. An investment in Units of the Communications Portfolio
should be made with an understanding of the problems and risks such an
investment may entail. The market for high-technology communications
products and services is characterized by rapidly changing technology,
rapid product obsolescence, cyclical market patterns, evolving industry
standards and frequent new product introductions. The success of the
issuers of the Securities depends in substantial part on the timely and
successful introduction of new products and services. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.

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

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

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

Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to

Page 3

the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.

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

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

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

Retail. An investment in Units of the Retail Portfolio should be made
with an understanding of the characteristics of the problems and risks
such an investment may entail. The profitability of companies engaged in
the retail industry will be affected by various factors including the
general state of the economy and consumer spending trends. Recently,
there have been major changes in the retail environment due to the
declaration of bankruptcy by some of the major corporations involved in
the retail industry, particularly the department store segment. The
continued viability of the retail industry will depend on the industry's
ability to adapt and to compete in changing economic and social
conditions, to attract and retain capable management, and to finance
expansion. Weakness in the banking or real estate industry, a
recessionary economic climate with the consequent slowdown in employment
growth, less favorable trends in unemployment or a marked deceleration
in real disposable personal income growth could result in significant
pressure on both consumer wealth and consumer confidence, adversely
affecting consumer spending habits. In addition, competitiveness of the
retail industry will require large capital outlays for investment in the
installation of automated checkout equipment to control inventory, to
track the sale of individual items and to gauge the success of sales
campaigns. Increasing employee and retiree benefit costs may also have
an adverse effect on the industry. In many sectors of the retail
industry, competition may be fierce due to market saturation, converging
consumer tastes and other factors. Because of these factors and the
recent increase in trade opportunities with other countries, American
retailers are now entering global markets which entail added risks such
as sudden weakening of foreign economies, difficulty in adapting to
local conditions and constraints and added research costs.

Page 4

MEMORANDUM

Re: FT 371

The only difference of consequence (except as described
below) between FT 354, which is the current fund, and FT 371, the
filing of which this memorandum accompanies, is the change in the
series number. The list of securities comprising the Fund, the
evaluation, record and distribution dates and other changes
pertaining specifically to the new series, such as size and
number of Units in the Fund and the statement of condition of the
new Fund, will be filed by amendment.

1940 ACT

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

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

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 354 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the securities deposited in the
Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

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

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

The facing sheet

The Prospectus

The signatures

Exhibits

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 371 has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Lisle and State of
Illinois on September 24, 1999.

FT 371
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Senior Vice President

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

NAME TITLE* DATE

Robert D. Van Kampen Director of
Nike Securities September 24, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
David J. Allen Director of
Nike Securities
Corporation, the
General Partner of
Nike Securities L.P.

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

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

S-2
CONSENTS OF COUNSEL

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

CONSENT OF ERNST & YOUNG LLP

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

CONSENT OF FIRST TRUST ADVISORS L.P.

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

S-3
EXHIBIT INDEX

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

1.1.1* Form of Trust Agreement for Series 371 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.

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

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

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

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

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

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

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

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

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

4.1* Consent of First Trust Advisors L.P.

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

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

___________________________________
* To be filed by amendment.

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