Rule 497(d)
FT 389
Supplement to the Prospectus dated January 20, 2000
Sales Charge Discount for Eligible Purchasers
Notwithstanding anything to the contrary in the Prospectus, investors who
purchase at least $5,000,000 worth of Trust Units will be subject to a maximum
sales charge of .35% of the Public Offering Price per Unit. On such sales, the
dealer concession will equal .05% of the Public Offering Price per Unit. In
addition, you can use rollover proceeds from a previous series of the Trust or
your redemption or termination proceeds from any Nike Securities L.P. sponsored
unit investment trust to purchase Units of the Trust in FT 389 during the
initial offering period at the Public Offering Price less 1%. Dealers and other
selling agents will receive a concession or agency commission of 1.10% of the
sales price of Units sold pursuant to this provision. For rollover purchases of
$1,000,000 or more, the deferred sales charge shall be limited to 1.00% of the
Public Offering Price. In such instances, dealers and other selling agents will
receive a concession or agency commission of .50%.
May 3, 2000
