FT 396, S-6, 2000-01-03

FT 396
S-6, 2000-01-03

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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 396

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 JANUARY 3, 2000

The Dow(sm) Dividend and Repurchase Target 10 FlexPortfolio
1(st) Quarter 2000 Series
The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series
The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series
Bandwidth FlexPortfolio Series
e-Business FlexPortfolio Series
New e-Conomy FlexPortfolio Series

FT 396

FT 396 is a series of a unit investment trust, the FT Series. Each of
the six portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 396. The
Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio, 1(st) Quarter
2000 Series; The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series;
and The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series (the
"Target FlexPortfolios") consist of a portfolio of common stocks
("Securities") selected by applying a specialized strategy.
Bandwidth FlexPortfolio Series; e-Business FlexPortfolio Series; and
New e-Conomy FlexPortfolio Series (the "Sector FlexPortfolios") consist
of a diversified portfolio of Securities issued by companies in the
industry sector or investment focus for which each Trust is named. The
objective of each Trust is to provide an above-average total return.

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 January __, 2000

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 17
Portfolios 18
Risk Factors 22
Hypothetical Performance Information 23
Public Offering 26
Distribution of Units 27
The Sponsor's Profits 27
The Secondary Market 28
How We Purchase Units 28
Expenses and Charges 28
Tax Status 29
Rights of Unit Holders 30
Income and Capital Distributions 30
Redeeming Your Units 31
Investing in a New Trust 32
Removing Securities from a Trust 32
Amending or Terminating the Indenture 33
Information on the Sponsor, Trustee and Evaluator 34
Other Information 35

Page 2

Summary of Essential Information

FT 396

At the Opening of Business on the Initial Date of Deposit-January __, 2000

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

<TABLE>
<CAPTION>
The Dow(sm) The Nasdaq The S&P
DART 10 Target 15 Target 10
FlexPortfolio FlexPortfolio FlexPortfolio
1(st) Quarter 1(st) Quarter 1(st) Quarter
2000 Series 2000 Series 2000 Series
____________ ____________ ____________
<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) $10.000 $10.000 $10.000
Maximum Sponsor retention of .6875% of the
Public Offering Price per Unit
(.6875% of the net amount invested, exclusive
of the deferred Sponsor retention) (3) $.06875 $.06875 $.06875
Less deferred Sponsor retention per Unit $(.06875) $(.06875) $(.06875)
Public Offering Price per Unit (4) $10.000 $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $10.000 $10.000 $10.000
Redemption Price per Unit (based on aggregate underlying
value of Securities less accrued Sponsor retention) (5) $10.000 $10.000 $10.000
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) ______, 20__ ______, 20__ ______, 20__
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January __, 2000
Rollover Notification Date ____________, 20__
Special Redemption and Liquidation Period ____________, 20__ to ____________, 20__
Income Distribution Record Date Fifteenth day of June and December, commencing June 15, 2000
Income Distribution Date (7) Last day of June and December, commencing June 30, 2000

_____________

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

Page 3

Summary of Essential Information

FT 396

At the Opening of Business on the Initial Date of Deposit-January __, 2000

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

<TABLE>
<CAPTION>
Bandwidth e-Business New e-Conomy
FlexPortfolio FlexPortfolio FlexPortfolio
Series Series Series
____________ ____________ ____________
<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) $10.000 $10.000 $10.000
Maximum Sponsor retention of 2.75% of
the Public Offering Price per Unit
(2.75% of the net amount invested, exclusive of the
deferred Sponsor retention) (3) $ .275 $ .275 $ .275
Less deferred Sponsor retention per Unit $(.275) $(.275) $(.275)
Public Offering Price per Unit (4) $10.000 $10.000 $10.000
Sponsor's Initial Repurchase Price per Unit (5) $10.000 $10.000 $10.000
Redemption Price per Unit (based on aggregate underlying
value of Securities less accrued Sponsor retention) (5) $10.000 $10.000 $10.000
Cash CUSIP Number
Reinvestment CUSIP Number
Security Code
Mandatory Termination Date (6) ______, 20__ ______, 20__ ______, 20__
</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 amount
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 Sponsor retention is entirely deferred. See "Fee Table"
and "Public Offering." If you redeem or sell Units, you will not be
assessed any remaining unaccrued Sponsor retention at the time of sale
or redemption.

(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. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date, a pro rata share of any accumulated
dividends on the Securities will be included.

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

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

(7)At the Rollover Notification Date for Rollover Unit holders or upon
termination of a Trust for Remaining Unit holders, amounts in the Income
Account (which consist of dividends on the Securities) will be included
in amounts distributed to Unit holders. We will distribute money from
the Capital Account monthly on the last day of each month to Unit
holders of record on the fifteenth day of such month if the amount
available for distribution equals at least $1.00 per 100 Units. In any
case, we will distribute any funds in the Capital Account as part of the
final liquidation distribution.
</FN>
</TABLE>

Page 4

Fee Table

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Target FlexPortfolio
has a term of approximately 15 months, each Sector FlexPortfolio has a
term of approximately five years, and each is a unit investment trust
rather than a mutual fund, this information allows you to compare fees.
This Fee Table also assumes that when each Target FlexPortfolio
terminates, the principal amount and distributions are rolled over into
a New Trust, and you pay the Sponsor retention (sales charge).

<TABLE>
<CAPTION>
THE DOW(SM)
DIVIDEND AND
REPURCHASE THE NASDAQ
TARGET 10 TARGET 15
FLEXPORTFOLIO FLEXPORTFOLIO
1(ST) QUARTER 1(ST) QUARTER
2000 SERIES 2000 SERIES
______________ _____________
<S> <C> <C> <C> <C>
Amount Amount
per Unit per Unit
________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum Sponsor retention (sales charge) .6875%(a) $.06875 .6875%(a) $.06875
===== ======= ===== =======
Maximum Sponsor retention imposed on reinvested dividends .6875%(b) $.06875 .6875%(b) $.06875
===== ======= ===== =======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .128%(c) $.0128 .108%(c) $.0108
====== ====== ===== ======

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, .064% $.0065 .064% $.0065
administrative and evaluation fees
Trustee's fee and other operating expenses .104%(d) .0107 .123%(d) .0127
_____ _____ _____ ______
Total .168% $.0172 .187% $.0192
===== ====== ===== ======
</TABLE>

<TABLE>
<CAPTION>
THE S&P
TARGET 10
FLEXPORTFOLIO
1(ST) QUARTER
2000 SERIES
________________
<S> <C> <C>
Amount
per Unit
________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum Sponsor retention (sales charge) .6875%(a) $.06875
===== =======
Maximum Sponsor retention imposed on reinvested dividends .6875%(b) $.06875
===== =======

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .098%(c) $.0098
===== ======

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, .064% $.0065
administrative and evaluation fees
Trustee's fee and other operating expenses .133%(d) .0137
_____ ______
Total .197% $.0202
===== ======
</TABLE>

<TABLE>
<CAPTION>
BANDWIDTH E-BUSINESS NEW E-CONOMY
FLEXPORTFOLIO FLEXPORTFOLIO FLEXPORTFOLIO
SERIES SERIES SERIES
________________ ________________ ________________
<S> <C> <C> <C> <C> <C> <C>
Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum Sponsor retention (sales charge) .275%(a) $.275 .275%(a) $.275 .275%(a) $.275
====== ======= ===== ======= ====== =======
Maximum Sponsor retention imposed on reinvested dividends .275%(b) $.275 .275%(a) $.275 .275%(b) $.275
====== ======= ===== ======= ====== =======

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

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

Page 5

______________

<FN>
Example

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:

1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
The Dow(sm) DART 10 FlexPortfolio, 1(st) Quarter 2000 Series $ $ $ $
The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series
The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series
Bandwidth FlexPortfolio Series
e-Business FlexPortfolio Series
New e-Conomy FlexPortfolio Series

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.

(a) The maximum Sponsor retention (sales charge) is entirely deferred.
Sponsor retention is the sales charge paid to the Sponsor as
compensation for its activities in connection with creating a Trust.
Dealers and other selling agents will receive no concessions or
commissions on the sale of Units. The maximum Sponsor retention is a
fixed dollar amount equal to $.06875 per Unit, accrued daily at the rate
of $.00015109 per Unit for each Target FlexPortfolio and $.275 per Unit,
accrued daily at the rate of $ per Unit for each Sector FlexPortfolio
and deducted monthly beginning ____________, 2000 and on the 20th day of
each month thereafter (or the preceding business day if the 20th day is
not a business day) over the life of a Trust and at a Trust's
termination. If you buy Units at a price of less than $10.00 per Unit,
the dollar amount of the Sponsor retention will not change but the
Sponsor retention on a percentage basis will be more than .6875% of the
Public Offering Price for each Target FlexPortfolio and 2.75% of the
Public Offering Price for each Sector FlexPortfolio. When you purchase
Units, you will only be subject to Sponsor retention payments not yet
accrued.

(b)Reinvested dividends will be subject only to Sponsor retention
payments not yet accrued at the time of reinvestment. See "Income and
Capital Distributions."

(c) 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.

(d) Other operating expenses for the Sector FlexPortfolios include the
costs incurred by these Trusts for annually updating such Trusts'
registration statements. Historically, we paid these costs. Other
operating expenses for The Dow(sm) DART 10 FlexPortfolio, The Nasdaq
Target 15 FlexPortfolio and The S&P Target 10 FlexPortfolio include
estimated per Unit costs associated with a license fee as described in
"Expenses and Charges." These expenses do not include brokerage costs
and other portfolio transaction fees for any of the Trusts. In certain
circumstances the Trusts may incur additional expenses not set forth
above. See "Expenses and Charges."
</FN>
</TABLE>

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 396

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 396, comprised of The
Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio, 1st Quarter
2000 Series; The Nasdaq Target 15 FlexPortfolio, 1st Quarter 2000 Series;
The S&P Target 10 FlexPortfolio, 1st Quarter 2000 Series; Bandwidth
FlexPortfolio Series; e-Business FlexPortfolio Series; and New
e-Conomy FlexPortfolio Series, as of the opening of business on
January __, 2000. 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 January __, 2000. 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 396,
comprised of The Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio,
1(st) Quarter 2000 Series; The Nasdaq Target 15 FlexPortfolio,
1(st) Quarter 2000 Series; The S&P Target 10 FlexPortfolio, 1(st) Quarter
2000 Series; Bandwidth FlexPortfolio Series; e-Business FlexPortfolio
Series; and New e-Conomy FlexPortfolio Series, at the opening of
business on January __, 2000 in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
January __, 2000

Page 7

Statements of Net Assets

FT 396

At the Opening of Business on the
Initial Date of Deposit-January __, 2000

ANALYSIS OF NET ASSETS
Cost to investors (4) $ $ $
Less Sponsor retention (4) (0) (0) (0)
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 396

At the Opening of Business on the Initial Date of Deposit-January __, 2000

<TABLE>
<CAPTION>
Bandwidth e-Business New e-Conomy
FlexPortfolio FlexPortfolio FlexPortfolio
Series Series Series
____________ ____________ ____________
<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) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (4) $ $ $
Less Sponsor retention (4) (0) (0) (0)
Less estimated reimbursement to Sponsor for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========

______________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

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

(2)An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $1,200,000 will be allocated among each of the six Trusts in FT
396, 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 $ , $ ,
$ , $ , $ and $ per Unit for The Dow(sm) DART 10
FlexPortfolio, The Nasdaq Target 15 FlexPortfolio, The S&P Target 10
FlexPortfolio, Bandwidth FlexPortfolio, e-Business FlexPortfolio and e-
Conomy FlexPortfolio, respectively. A payment will be made as of the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period to an account maintained by the Trustee from
which the obligation of the investors to the Sponsor will be satisfied.
To the extent that actual organization costs 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)The maximum Sponsor retention is entirely deferred. The maximum
Sponsor retention is .6875% of the Public Offering Price for each Target
FlexPortfolio (equivalent to .6875% of the net amount invested,
exclusive of the deferred Sponsor retention) or 2.75% of the Public
Offering Price per Unit for each Sector FlexPortfolio (equivalent to
2.75% of the net amount invested, exclusive of the deferred Sponsor
retention). This Sponsor retention, which accrues on a daily basis and
which will total $.06875 per Unit for each Target FlexPortfolio or
$_____ per Unit for each Sector FlexPortfolio over the life of a Trust,
will be paid to us in monthly installments beginning on ____________,
2000 and on the twentieth day of each month thereafter (or if such date
is not a business day, on the preceding business day) over the life of a
Trust and at a Trust's termination. If you redeem or sell Units, you
will not be subject to any remaining unaccrued Sponsor retention
payments at the time of sale or redemption.
</FN>
</TABLE>

Page 9

Schedule of Investments

The Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio
1(st) Quarter 2000 Series
FT 396

At the Opening of Business on the Initial Date of Deposit-January __, 2000

<TABLE>
<CAPTION>
Approximate
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ ___________ ________ _____________
<C> <S> <C> <C> <C>
BA The Boeing Company 10% $ $
CAT Caterpillar Inc. 10%
EK Eastman Kodak Company 10%
GM General Motors Corporation 10%
HWP Hewlett-Packard Company 10%
HON Honeywell International Inc. 10%
MRK Merck & Co., Inc. 10%
JPM J.P. Morgan & Company, Inc. 10%
MO Philip Morris Companies, Inc. 10%
PG Procter & Gamble Company 10%
______ ________
Total Investments 100% $
===== ========

___________

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

Page 10

Schedule of Investments

The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series
FT 396

At the Opening of Business on the
Initial Date of Deposit-January __, 2000

<TABLE>
<CAPTION>
Approximate
Percentage
Number of Aggregate Market Cost of Market
of Ticker Symbol and Offering Value per Securities to Capitalization
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2) (in millions) (4)
______ _______________________________________ ___________ ________ _____________ _________________
<C> <S> <C> <C> <C> <C>
ADBE Adobe Systems Incorporated % $ $ $
AAPL Apple Computer, Inc. %
AMCC Applied Micro Circuits Corporation %
ATML Atmel Corporation %
CMGI CMGI Inc. %
ERTS Electronic Arts Inc. %
MEDI MedImmune, Inc. %
ORCL Oracle Corporation %
PMCS PMC-Sierra, Inc. %
QLGC QLogic Corporation %
RFMD RF Micro Devices, Inc. %
SEBL Siebel Systems, Inc. %
SUNW Sun Microsystems, Inc. %
VISX VISX, Incorporated %
XLNX Xilinx, Inc. %
______ ________
Total Investments 100% $
===== ========

___________

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

Page 11

Schedule of Investments

The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series
FT 396

At the Opening of Business on the
Initial Date of Deposit-January __, 2000

<TABLE>
<CAPTION>
Approximate
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________ _________ ______ ______________
<C> <S> <C> <C> <C> <C>
AA Alcoa Inc. % $ $
AVY Avery Dennison Corporation %
CC Circuit City Stores-Circuit City Group %
C Citigroup Inc. %
GP Georgia-Pacific Group %
LEH Lehman Brothers Holdings Inc. %
MWD Morgan Stanley Dean Witter & Co. %
SEG Seagate Technology, Inc. %
TAN Tandy Corporation %
WMT Wal-Mart Stores, Inc. %
_____ ________
Total Investments 100% $
===== ========

______________

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

Page 12

Schedule of Investments

Bandwidth FlexPortfolio Series
FT 396

At the Opening of Business on the
Initial Date of Deposit-January __, 2000

Approximate
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (3) Share the Trust (2)
______ _______________________________________ ___________ ________ _____________
<C> <S> <C> <C> <C>
Communications Services
______________________
T AT&T Corp. % $ $
COVD Covad Communications Group, Inc. %
GBLX Global Crossing Ltd. (5) %
LVLT Level 3 Communications, Inc. %
WCOM MCI WorldCom, Inc. %
Q Qwest Communications International Inc. %

Communications Equipment
______________________
ADCT ADC Telecommunications, Inc. %
CMTN Copper Mountain Networks, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation %
TLAB Tellabs, Inc. %

Fiber Optics
______________________
HLIT Harmonic Inc. %
JDSU JDS Uniphase Corporation %

Networking Products
______________________
CSCO Cisco Systems, Inc. %
JNPR Juniper Networks, Inc. %
RBAK Redback Networks Inc. %

Semiconductors
______________________
AMCC Applied Micro Circuits Corporation %
BRCM Broadcom Corporation (Class A) %
CNXT Conexant Systems, Inc. %
PMCS PMC-Sierra, Inc. %
VTSS Vitesse Semiconductor Corporation %

Wireless Communications
______________________
ERICY L.M. Ericsson AB (ADR) %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
QCOM QUALCOMM Incorporated %
______ ________
Total Investments 100% $
===== ========

___________

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

Page 13

Schedule of Investments

e-Business FlexPortfolio Series
FT 396

At the Opening of Business on the
Initial Date of Deposit-January __, 2000

<TABLE>
<CAPTION>
Approximate
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price (4) Share the Trust (2)
______ _______________________ _________ ______ _________
<C> <S> <C> <C> <C>
Horizontal Portals
______________________
AOL America Online, Inc. % $ $
ARBA Ariba, Inc. %
CMRC Commerce One, Inc. %
PPRO PurchasePro.com, Inc. %
VERT VerticalNet, Inc. %
YHOO Yahoo! Inc. %

Infrastructure
______________________
BVSN BroadVision, Inc. %
CHKP Check Point Software Technologies Ltd. (5) %
ISLD Digital Island %
EXDS Exodus Communications, Inc. %
LVLT Level 3 Communications, Inc. %
WCOM MCI WorldCom, Inc. %
MSFT Microsoft Corporation %
SEBL Siebel Systems, Inc. %
VRSN VeriSign, Inc. %

Procurement
______________________
CSCO Cisco Systems, Inc. %
DELL Dell Computer Corporation %
ITWO i2 Technologies, Inc. %
IBM International Business Machines Corporation %
ORCL Oracle Corporation %

Venture Capital
______________________
CMGI CMGI Inc. %
ICGE Internet Capital Group, Inc. %

Venture Portals
______________________
CMDX Chemdex Corporation %
HLTH Healtheon/WebMD Corporation %
PCOR pcOrder.com, Inc. %
______ _______
Total Investments 100% $
===== ========

______________

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

Page 14

Schedule of Investments

New e-Conomy FlexPortfolio Series
FT 396

At the Opening of Business on the Initial Date of Deposit-January __, 2000

e-Business
______________________
ARBA Ariba, Inc. %
BVSN BroadVision, Inc. %
CMRC Commerce One, Inc. %
EXDS Exodus Communications, Inc. %
ICGE Internet Capital Group, Inc. %

e-Infrastructure
______________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
INTC Intel Corporation %
ORCL Oracle Corporation %
SUNW Sun Microsystems, Inc. %

Internet
______________________
AOL America Online, Inc. %
CMGI CMGI Inc. %
LCOS Lycos, Inc. %
MSFT Microsoft Corporation %
YHOO Yahoo! Inc. %

Wireless
______________________
ERICY L.M. Ericsson AB (ADR) %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
QCOM QUALCOMM Incorporated %
VOD Vodafone AirTouch Plc (ADR) %
______ _______
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 January __, 2000. Each Target FlexPortfolio has a
Mandatory Termination Date of ______, 20__. Each Sector FlexPortfolio
has a Mandatory Termination Date of ______, 20__.

Page 15

(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)
___________ _______
The Dow(sm)Dividend And Repurchase Target 10 FlexPortfolio, 1(st) Quarter 2000 Series $ $
The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series
The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series
Bandwidth FlexPortfolio Series
e-Business FlexPortfolio Series
New e-Conomy FlexPortfolio Series

(3)The portfolio 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 portfolio. Also, the percentages
of the Aggregate Offering Price for the Securities are approximate
amounts and may vary in the final portfolio.

(4)Market capitalization is based on the market value as of the close of
business on December 29, 1999.

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

Page 16

The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of a unit investment trust which we have named the
FT Series. We designate each of these series of the FT Series with a
different series number. Each of the following is a separate portfolio,
or series, of FT 396:

- - The Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio,
1(st) Quarter 2000 Series

- - The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series

- - The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series

- - Bandwidth FlexPortfolio Series

- - e-Business FlexPortfolio Series

- - New e-Conomy FlexPortfolio Series

Units of the Trusts can only be purchased through registered
broker/dealers who charge periodic fees as part of an alternative
account relationship for providing services, including financial
planning, investment advisory or asset management, or provide these or
comparable services as part of an investment account where a
comprehensive "wrap fee" or similar charge is imposed; or by employees,
officers and directors (or their immediate family members) of the
Sponsor, our related companies, dealers and their affiliates, and
vendors providing services to us. You may switch from one FlexPortfolio
to any other FlexPortfolio series which is currently in the primary
market on any business day at no additional cost. However, your
broker/dealer or the Sponsor may at any time, without prior notice,
place limits on the number of exchanges you can make.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.

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 among
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 portfolios of common stocks
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 a Trust, 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 new 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 a Trust, on a market value basis, will also change daily.
The portion of Securities represented by each Unit will not change as a
result of the deposit of additional Securities or cash in 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.
However, because each Trust pays the brokerage fees associated with its
creation of new Units and with the sale of Securities to meet redemption
and exchange requests, the ability to exchange between FlexPortfolio
series will likely result in higher brokerage expenses.

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 a
Trust to buy Securities. If we or an affiliate of ours act as agent to a
Trust we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

Page 17

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 a Trust. As the holder of the Securities, the
Trustee will vote all of the Securities and will do so based on our
instructions.

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

Portfolios

Objectives.

When you invest in one of the Trusts you are purchasing a quality
portfolio of attractive common stocks in one convenient purchase. The
investment objective of each Trust is to provide an above-average total
return. To achieve this objective, each Target FlexPortfolio will invest
in the common stocks of companies which are selected by applying a
unique investment strategy, and each Sector FlexPortfolio will invest in
a diversified portfolio of common stocks of companies in the industry
sector or investment focus for which each Trust is named. Each Target
FlexPortfolio has an expected maturity of approximately 15 months, and
each Sector FlexPortfolio has an expected maturity of five years.

Portfolio Strategies.

Because the life of each Target FlexPortfolio is short (approximately 15
months), we cannot guarantee that the Trusts will achieve their
objectives or that the Trusts will be profitable once expenses are
deducted. As discussed below, each Trust follows a different investment
strategy to meet its objective.

The Dow (sm) Dividend and Repurchase Target 10 FlexPortfolio Strategy.

The Dow (sm) DART 10 FlexPortfolio Strategy selects a portfolio of Dow
Jones Industrial Average ("DJIA") stocks with high dividend yields
and/or high buyback ratios as a means to achieving its investment
objective. By analyzing dividend yields, the Strategy seeks to uncover
stocks that may be out of favor or undervalued. More recently, many
companies have turned to stock reduction programs as a tax efficient
way to bolster their stock prices and reward shareholders. Companies
which have reduced their shares through a share buyback programs may
indicate a company with a strong cash flow position and high quality
earnings. Buyback ratio is the ratio of a company's shares of common
stock outstanding 12 months prior to the date of this prospectus
divided by a company's shares outstanding as of the business day
prior to the date of this prospectus, minus "1." The Dow(sm)
DART 10 FlexPortfolio is determined as follows:

Step 1: We rank all 30 stocks contained in the DJIA by the sum of their
dividend yield and buyback ratio as of six business days prior to the
date of this prospectus.

Step 2: We then select the ten stocks with the highest combined dividend
yields and buyback ratios for The Dow(sm) DART 10 FlexPortfolio.

The Nasdaq Target 15 FlexPortfolio Strategy.

The Nasdaq Target 15 FlexPortfolio invests in a portfolio of the 15
Nasdaq 100 Index stocks with the best overall ranking on both 12- and 6-
month price appreciation, return on assets and price to cashflow as a
means to achieving the Trust's investment objective. The portfolio of
The Nasdaq Target 15 FlexPortfolio is determined as follows:

Step 1: We select stocks which are components of the Nasdaq 100 Index as
of seven business days prior to the date of this prospectus and
numerically rank them by 12-month price appreciation (best (1) to worst
(100)).

Step 2: We then numerically rank the stocks by six-month price
appreciation.

Step 3: The stocks are then numerically ranked by return on assets ratio.

Step 4: We then numerically rank the stocks by the ratio of cash flow

Page 18

per share to stock price.

Step 5: We add up the numerical ranks achieved by each company in the
above steps and select the 15 stocks with the lowest sums for The Nasdaq
Target 15 FlexPortfolio.

The stocks which comprise The Nasdaq Target 15 FlexPortfolio are
weighted by market capitalization subject to the restriction that no
stock will comprise less than 1% or 25% or more of the portfolio on the
date of this prospectus. The Securities will be adjusted on a
proportionate basis to accommodate this constraint.

Companies that, based on publicly available information as of seven
business days prior to the date of this prospectus, are the subject of
an announced business combination which we expect will happen within six
months of date of this prospectus have been excluded from The Nasdaq
Target 15 FlexPortfolio.

The S&P Target 10 FlexPortfolio Strategy.

The S&P Target 10 FlexPortfolio invests in a portfolio of 10 of the
largest Standard & Poor's 500 Composite Stock Price Index ("S&P 500
Index") stocks with the lowest price-to-sales ratio and greatest one-
year price appreciation as a means to achieving the Trust's investment
objective. The portfolio of The S&P Target 10 FlexPortfolio is
determined as follows:

Step 1: We select the 250 largest companies based on market
capitalization which are components of the S&P 500 Index as of seven
business days prior to the date of this prospectus.

Step 2: From the above list, the 125 companies with the lowest price to
sales ratios are selected.

Step 3: The 10 companies which had the greatest 1-year stock price
appreciation are selected for The S&P Target 10 FlexPortfolio.

During the initial offering period The S&P Target 10 FlexPortfolio will
not invest more than 5% of its portfolio in shares of any one securities-
related issuer.

Please note that we applied each strategy which makes up the portfolio
for each Target FlexPortfolio at a particular time. If we create
additional Units of a Target FlexPortfolio after the Initial Date of
Deposit we will deposit the Securities originally selected by applying
the strategy at such time. This is true even if a later application of a
strategy would have resulted in the selection of different securities.

"Dow Jones Industrial Average(sm) ," "Dow(sm)" and "DJIA(sm)" are
service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by First Trust Advisors L.P., an
affiliate of ours. The Dow(sm) DART 10 FlexPortfolio is not endorsed,
sold or promoted by Dow Jones and Dow Jones makes no representation
regarding the advisability of investing in such products.

The "Nasdaq 100(registered trademark)," "Nasdaq 100 Index(registered
trademark)," and "Nasdaq(registered trademark)" are trade or service
marks of The Nasdaq Stock Market, Inc. (which with its affiliates are
the "Corporations") and are licensed for use by us. The Nasdaq Target 15
FlexPortfolio has not been passed on by the Corporations as to its
legality or suitability. The Nasdaq Target 15 FlexPortfolio is not
issued, endorsed, sold, or promoted by the Corporations. The
Corporations make no warranties and bear no liability with respect to
The Nasdaq Target 15 FlexPortfolio.

"S&P," "S&P 500," and "Standard & Poor's" are trademarks of The McGraw-
Hill Companies, Inc. and have been licensed for use by us. The S&P
Target 10 FlexPortfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in such Trust. Please see the
Information Supplement which sets forth certain additional disclaimers
and limitations of liabilities on behalf of Standard & Poor's.

Dow Jones, Standard & Poor's and The Nasdaq Stock Market, Inc. are not
affiliated with us and have not participated in creating the Trusts or
selecting the Securities for the Trusts. Except as noted above, none of
the index publishers have given us a license to use their index nor have
they approved of any of the information in this prospectus.

Portfolio Sectors.

Bandwidth FlexPortfolio Series consists of a portfolio of common stocks
of telecommunications companies which are focusing on bandwidth
technologies. The term bandwidth refers to the amount of information
that can be transmitted from one user to another in a given amount of
time. The speed at which these signals travel is often as important to
the end-user as the information that is being transmitted. The growing
demand for bandwidth is being driven by the surge in the volume and

Page 19

complexity of data communications on the Internet. For example, it would
take more bandwidth to download a video game off the Internet in one
second than a page of text.

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

The following factors support our positive outlook for the companies in
these portfolios:

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

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

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

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

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

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

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

e-Business FlexPortfolio Series consists of a portfolio of common stocks
of companies that are either marketing their goods and services on the
Internet or selling their products and services to those companies
transacting business on the Web.

Until recently, the media has focused its attention primarily on
companies that are engaging in business to consumer e-commerce. It is
now becoming apparent, however, that business-to-business e-commerce is
growing at a much faster rate than the more consumer driven market.

The following factors support our positive outlook for business-to-
business e-commerce:

- - The Internet economy, though still in its formative stages, generated
$300 billion in revenue in the U.S in 1998. To put this new economy into
perspective, the auto and telecommunications industries, far more
mature, generated $350 and $270 billion of revenue respectively, over
the same period.

- - It is estimated that as e-commerce evolves, business-to-business
revenues have the potential to outpace business to consumer revenues by
approximately tenfold. Business to consumer companies may dominate the
total number of e-commerce companies (approximately 64%, compared to
approximately 36% providing business-to-business services in 1998), but
the majority of total revenue is being generated by business to business
e-commerce (approximately 23% of total revenue for business to consumer
compared to approximately 77% of total revenue for business-to-business).

- - The revenues generated by e-commerce are only half the story. The cost
savings associated with transacting business on the Internet could be
substantial. It is estimated that corporations around the world have the
potential to experience an aggregate cost savings in excess of a
trillion dollars over the next several years.

A New Breed Of Middlemen. In the bricks-and-mortar business world they
are known as middlemen, but in the cyber-world they are called
intermediaries. They serve the same purpose, which is to act as market
makers and help facilitate transactions between businesses.

Page 20

Intermediaries are essentially network hubs, comparable to airline hubs
that route travelers making connecting flights. They generate revenues
by charging transaction fees for bringing buyers and sellers together.
Intermediaries help make e-Business run faster-better-cheaper.

Technology Makes it Possible. We believe that technology-based
companies, especially those involved in creating the Internet
infrastructure and those that provide access to the Internet, are in an
ideal position to capitalize on the potential growth of business-to-
business e-commerce. More specifically, the emphasis will be on computer
hardware and software companies that design products to improve front
and back-office capabilities, ranging from raw materials procurement to
the delivery of finished goods. It is technology that will allow
companies to communicate effectively in real time with their customers
and suppliers.

No Boundaries. The motivation behind the business-to-business sales
model is to transact business faster-better-cheaper, but it accomplishes
much more. By conducting business online, companies are not only
removing geographical boundaries, both domestically and globally, but
are eliminating many of the boundaries that have long prevented many
smaller companies from engaging in business with their larger
counterparts. As the business-to-business marketplace expands, we
believe that the companies in the e-Business FlexPortfolio have the
potential to participate in growth opportunities.

New e-Conomy FlexPortfolio Series consists of a portfolio of common
stocks of companies that bring products and services to the new
technology-driven economy.

The new economy is about change: change at a dizzying pace. Most of the
focus has been on those acting on the changes. They are hoping to take
advantage of new markets and technologies to run their businesses more
efficiently and to reach consumers and each other in ways never before
possible.

In the New e-Conomy FlexPortfolio, we are interested in the companies
who are the agents of change; those companies that are enacting change
as opposed to reacting to change. The portfolio focuses on companies
involved in business-to-business e-commerce, bandwidth technologies, the
Internet, the Internet's infrastructure and wireless technology. In our
opinion, it is these companies that are helping to redefine the new
economy.

Business. The Internet has established an entirely new method of
transacting business. It has few barriers to entry beyond that of a
personal computer, and is very cost-efficient. We believe that
corporations around the world could potentially experience significant
cost savings from e-commerce over the next several years. By conducting
business online, companies are not only removing domestic geographical
boundaries, but global boundaries as well.

The Consumer. One of the real advantages of the new economy is that the
consumer also benefits. It has been reported that technology has been
credited with reducing the rate of inflation in the United States by
0.7% in each of the past two years. Unlike previous economic expansions,
the new economy has shown that it is possible to have sustained growth
without higher inflation. In the new economy, if inflation can be
restrained, there is a greater chance of boosting consumption across the
globe.

Convergence. It's the quintessential new economy idea: translate
everything from Seinfeld to your kid's homework into the digitized 1s
and 0s of computer language, then make it all available anywhere in the
world via the Internet. Big dollars are already being wagered on the
prospect of phone, TV and PC convergence. The idea that three of the
most powerful devices of the last century can be merged into a single
seamless information system is a vision which could have profound
ramifications on the corporate media landscape in the not-too-distant
future.

Consider the following factors:

- - The Internet economy, though still in its formative stages, generated
approximately $300 billion in revenue in the United States in 1998. To
put this new economy into perspective, the auto and telecommunications
industries, far more mature, generated approximately $350 and $270
billion of revenue respectively over the same period.

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

- - 1.5 million web pages are being created every day.

- - The World Wide Web doubles in size every eight months.

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

Page 21

- - Approximately 110 million U.S. households are connected to the
Internet. In addition, 28 million offices are connected, an increase of
approximately 76% over early 1998.

You should be aware that the predictions stated herein by a particular
industry may not occur. In addition, the Securities in each Trust are
not representative of the selected industry as a whole and their
performance may differ from that of the industry. 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 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,
especially the relatively short 15-month life of the Target
FlexPortfolios, 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.

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.

Securities Selection. Please note that we applied each strategy which
makes up the portfolio for each Target FlexPortfolio at a particular
time. If we create additional Units of a Target FlexPortfolio after the
Initial Date of Deposit we will deposit the Securities originally
selected by applying the strategy at such time. This is true even if a
later application of a strategy would have resulted in the selection of
different securities.

Bandwidth Industry. Because more than 25% of the Bandwidth FlexPortfolio
is invested in telecommunications companies which are focusing on
bandwidth technologies, this Trust is considered to be concentrated in
the bandwidth industry. A portfolio concentrated in a single industry
may present more risks than a portfolio which is broadly diversified
over several industries. The market for high technology communications
products and services is characterized by rapidly changing technology,
rapid product obsolescence or loss of patent protection, cyclical market
patterns, evolving industry standards and frequent new product
introductions. Certain communications/bandwidth companies are subject to
substantial governmental regulation, which among other things, regulates
permitted rates of return and the kinds of services that a company may
offer. The communications industry has experienced substantial
deregulation in recent years. Deregulation may lead to fierce
competition for market share and can have a negative impact on certain
companies. Competitive pressures are intense and communications stocks
can experience rapid volatility.

e-Business Industry. The e-Business FlexPortfolio and the New e-Conomy
FlexPortfolio are considered to be concentrated in companies involved
with business-to-business online selling, including companies who are
marketing goods and services or transacting business online. General
risks for these companies include the state of the worldwide economy,
intense global competition, and rapid obsolescence of the utilized
technologies and their related systems, products and services. While
business-to-business e-commerce is evolving rapidly, future demand for
individual products and services is impossible to predict.

E-commerce company stocks have experienced extreme price and volume
fluctuations that are often unrelated to their operating performance.
Many such companies have exceptionally high price-to-earnings ratios
with little or no earnings histories. In addition, numerous e-commerce
companies have only recently begun operations, and may have limited
product lines, markets or financial resources, limited trading histories
and fewer experienced management personnel. Finally, the lack of
barriers to entry suggests a future of intense competition for online
retailers. For additional information regarding the risks associated
with the e-Business FlexPortfolio Series and New e-Conomy FlexPortfolio
Series, see "Risk Factors-Technology Industry."

Page 22

Retail Industry. The S&P Target 10 FlexPortfolio is considered to be
concentrated in the retail industry. A portfolio concentrated in an
industry may present more risk than a portfolio broadly diversified over
several industries. 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.

Technology Industry. The Nasdaq Target 15 FlexPortfolio, e-Business
FlexPortfolio and e-Conomy FlexPortfolio are considered to be
concentrated in technology stocks. Technology companies are generally
subject to the risks of rapidly changing technologies; short product
life cycles; fierce competition; aggressive pricing; frequent
introduction of new or enhanced products; the loss of patent, copyright
and trademark protections; and government regulation. Technology
companies may be smaller and less experienced companies, with limited
product lines, markets or financial resources. Technology company stocks
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. 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 histories. For additional
information regarding the risks associated with the e-Business
FlexPortfolio and the New e-Conomy FlexPortfolio, see "Risk Factors-e-
Business Industry."

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 these issuers, may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or
threatened litigation will have on the share prices of the Securities.

Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do not
expect that any of the computer system changes that were 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 the 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; and lack of liquidity of certain foreign markets.

Hypothetical Performance Information

The following table compares hypothetical performance information for
the strategies employed by each Target FlexPortfolio and the actual
performance of the DJIA, Nasdaq 100 Index and S&P 500 Index in each of
the full years listed below (and as of the most recent quarter).

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

- - Total Return figures shown do not reflect Sponsor retention,
commissions, Trust expenses or taxes.

- - Strategy returns are for calendar years (and through the most recent
quarter), while the Trusts begin and end on various dates.

- - Trusts may not be fully invested at all times or equally weighted in

Page 23

all stocks comprising a strategy.

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

You should note that the Trusts are not designed to parallel movements
in any index and it is not expected that they will do so. In fact, each
Trust's strategy underperformed its comparative index in certain years
and we cannot guarantee that a Trust will outperform its respective
index over the life of a Trust or over consecutive rollover periods, if
available. Each index differs widely in size and focus, as described
below.

DJIA. The DJIA consists of 30 U.S. stocks chosen by the editors of The
Wall Street Journal as being representative of the broad market and of
American industry. Changes in the component stocks of the DJIA are made
entirely by the editors of The Wall Street Journal without consulting
the companies, the stock exchange or any official agency. For the sake
of continuity, changes are made rarely. Effective November 1, 1999, Home
Depot Inc., Microsoft Corporation, Intel Corporation and SBC
Communications Inc. were added to the DJIA, replacing Chevron
Corporation, Goodyear Tire & Rubber Company, Sears, Roebuck & Company
and Union Carbide Corporation.

Nasdaq 100 Index. The NASDAQ 100 Index consists of the 100 largest non-
financial companies listed on the NASDAQ National Market System. As of
December 18, 1998, the constituents are constructed using a modified
market capitalization approach.

S&P 500 Index. The S&P 500 Index consists of 500 stocks chosen by
Standard and Poor's to be representative of the leaders of various
industries.

Page 24

COMPARISON OF TOTAL RETURN(2)

Hypothetical Strategy Total Returns(1) Index Total Returns
_________________________________________________ _______________________________________
The Dow(sm) The Nasdaq The S&P
DART 10 Target 15 Target 10 Nasdaq S&P 500
Year Strategy Strategy Strategy DJIA 100 Index Index
____ ___________ __________ __________ ______ _________ ________
<S> <C> <C> <C> <C> <C> <C>
1979 13.01% 43.17% 10.60% 18.22%
1980 24.80% 54.15% 21.90% 32.11%
1981 2.02% -10.59% -3.61% -4.92%
1982 27.46% 38.21% 26.85% 21.14%
1983 40.44% 20.01% 25.82% 22.28%
1984 6.22% 16.34% 1.29% 6.22%
1985 39.31% 43.49% 33.28% 31.77%
1986 41.95% 22.94% 21.81% 27.00% 6.89% 18.31%
1987 5.24% 14.10% 9.16% 5.66% 10.49% 5.33%
1988 19.02% -0.59% 20.35% 16.03% 13.54% 16.64%
1989 28.49% 37.33% 39.62% 32.09% 26.17% 31.35%
1990 1.27% -5.39% -5.64% -0.73% -10.41% -3.30%
1991 43.84% 109.27% 24.64% 24.19% 64.99% 30.40%
1992 8.53% -0.15% 24.66% 7.39% 8.86% 7.62%
1993 21.15% 28.55% 42.16% 16.87% 11.67% 9.95%
1994 0.17% 10.50% 8.17% 5.03% 1.74% 1.34%
1995 38.14% 53.80% 25.26% 36.67% 43.01% 37.22%
1996 34.93% 60.03% 26.61% 28.71% 42.74% 22.82%
1997 25.64% 35.15% 61.46% 24.82% 20.76% 33.21%
1998 19.96% 123.10% 53.85% 18.03% 85.43% 28.57%
1999 18.47% 100.55% 3.49% 27.06% 102.08% 20.94%

____________

<FN>
(1)The Strategy stocks for each Strategy for a given year consist of the
common stocks selected by applying the respective Strategy as of the
beginning of the period (and not the date the Trust actually sells Units).

(2)Total Return represents the sum of the change in market value of each
group of stocks between the first and last trading day of a period plus
the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return figures assume that all
dividends are reinvested semi-annually. Based on the year-by-year
returns contained in the table, over the full years listed above, The
Dow(sm) DART 10 Strategy, The Nasdaq Target 15 Strategy and The S&P
Target 10 Strategy achieved an average annual total return of 18.92%,
36.76% and 25.20%, respectively. In addition, over each stated period,
each individual strategy achieved a greater average annual total return
than that of its corresponding index, the DJIA, the Nasdaq 100 Index and
the S&P 500 Index, which were 13.91%, 27.06% and 17.77%, respectively.
</FN>
</TABLE>

Page 25

Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price, the price per Unit 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 accrued Sponsor retention (which is entirely deferred).

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 "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
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.

Sponsor Retention.

The maximum Sponsor retention you will pay is entirely deferred. This
sales charge is equal to $.06875 per Unit, accrued daily at the rate of
$.00015109 per Unit for each Target FlexPortfolio, and $.275 per Unit,
accrued daily at the rate of $____ per Unit for each Sector
FlexPortfolio, and paid on the 20th day of each month (or if the 20th
day is not a business day on the preceding business day) beginning
____________, 2000 and continuing for the life of a Trust and at a
Trust's termination. On the Initial Date of Deposit this fee will equal
.6875% of the Public Offering Price (equivalent to .6875% of the net
amount invested) for each Target FlexPortfolio, and 2.75% of the Public
Offering Price (equivalent to .275% of the net amount invested) for each
Sector FlexPortfolio, but because this fee is a fixed dollar amount per
Unit it will vary from .6875% for each Target FlexPortfolio and 2.75%
for each Sector FlexPortfolio as the Public Offering Price varies from
$10 per Unit. However, in no event will the maximum Sponsor retention
exceed 1.00% of the Public Offering Price per Unit. Units purchased
subsequent to the initial Sponsor retention payment will be subject only
to those Sponsor retention payments not yet accrued.

The Value of the Securities.

The Evaluator will appraise the aggregate underlying value of the

Page 26

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 certain national 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 as set forth above, 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.

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the 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 charge 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 a Trust (which
may show performance net of the expenses and charges a Trust would have
incurred) and returns over specified periods of other similar trusts we
sponsor in our advertising and sales materials, with (1) returns on
other taxable investments such as the common stocks comprising various
market indices, 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, BusinessWeek, 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 the Sponsor retention per Unit for each Trust 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 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.

Page 27

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, Trustee costs to transfer and record the ownership of
Units, and in the case of the Sector FlexPortfolios, costs incurred in
annually updating such Trusts' registration statements. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF
YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid 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 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.

Expenses and Charges

The estimated annual expenses of the Trusts 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 the
Trusts from the Income Account of a 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. For the Sector FlexPortfolios, legal, typesetting,
electronic filing and regulatory filing fees and expenses associated
with updating those Trusts' registration statements yearly are also
now chargeable to such Trusts. Historically, we paid these fees and
expenses. There are no such fees and expenses that will be charged
to the Target FlexPortfolios. 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 under-
writers 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 fee paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such service in such year.

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

- - A quarterly license fee (which will fluctuate with a Trust's net asset
value) payable by certain Trusts for the use of certain trademarks and
trade names of Dow Jones, Standard & Poor's or The Nasdaq Stock Market,
Inc.;

- - All legal 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

Page 28

any part of a Trust.

The above expenses and the Trustee's annual fee are secured by a lien on
a Trust. 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 a Trust. If there is not enough cash in
the Income or Capital Accounts of a Trust, the Trustee has the power to
sell Securities in a Trust to make cash available to pay these charges
which may result in capital gains or losses to you. See "Tax Status."

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

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 amount received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units,
generally including sales charges, among each Security or other Trust
asset ratably according to their value on the date you purchase your
Units. In certain circumstances, however, you may have to adjust your
tax basis after you purchase your Units (for example, in the case of
certain dividends that exceed a corporation's accumulated earnings and
profits).

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

Rollovers.

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

In-Kind Distributions.

Under certain circumstances, you may request a distribution of
Securities (an "In-Kind Distribution") 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.

Page 29

However, if you also receive cash in exchange for a fractional share of
a Security held by such 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 a Trust as miscellaneous itemized deductions.
Individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.

Foreign, State and Local Taxes.

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.

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. All Units will be held in uncertificated form.

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, the Trustee will send you:

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

- - The number of Units issued or transferred;

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

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

- - The date the transfer was registered.

You may transfer or redeem your Units by submitting a written request,
together with a 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, including any government charge that may be
imposed, for each transfer or redemption.

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:

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

- - A list of 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.

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

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." 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 Sponsor retention or pay
expenses, on the last day of each month to Unit holders of record on the

Page 30

fifteenth day of each month 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 Sponsor retention. If not, the Trustee may sell
Securities to meet the shortfall.

Within a reasonable time after a Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the sale of the Securities. However, you may elect to receive an In-
Kind Distribution as described under "Amending or Terminating the
Indenture." All Unit holders will receive a pro rata share of any other
assets remaining in their 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 that Trust.

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. You will have to pay any remaining Sponsor retention payments not
yet accrued 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 delivering
a request for redemption to the Trustee. The redemption request must be
properly endorsed with proper instruments of transfer and signature
guarantees as explained in "Rights of Unit Holders-Unit Ownership." 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 redemption request (if such day is a day the NYSE is open
for trading). However, if your redemption request is received after 4:00
p.m. Eastern time (or after any earlier closing time on a day on which
the NYSE is scheduled in advance to close at such earlier time), the
Date of Tender is the next day the NYSE is open for trading.

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

The Trustee may sell Securities of a Trust to make funds available for
redemption. If Securities are sold, the size and diversification of a
Trust will be reduced. These sales may result in lower prices than if
the Securities were sold at a different time. As a result, your
broker/dealer or the Sponsor may at any time place limits on the number
of exchanges between FlexPortfolios you can make with or without prior
notice. However, any limitation on your right to exchange between
FlexPortfolios will have no effect on your right to redeem Units.

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.

Page 31

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 underlying value of the Securities held in that 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 such Trust;

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

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

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

5. other liabilities incurred by such Trust; and

dividing

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

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

Investing in a New Trust

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

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

Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of a New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject only to the maximum remaining Sponsor retention on such units
(currently expected to be $.06875 per unit).

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

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

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;

Page 32

- - 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 a Trust, will reject any offer for new or exchanged securities
or property in exchange for a Security, such as those acquired in a
merger or other transaction. If such exchanged securities or property
are nevertheless acquired by a Trust, at our instruction they will
either be sold or held in such Trust. In making the determination as to
whether to sell or hold the exchanged securities or property we may get
advice from the Portfolio Supervisor. Any proceeds received from the
sale of Securities, exchanged securities or property will be credited to
the Capital Account of a Trust for distribution to Unit holders or to
meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for the Trusts to facilitate selling
Securities, exchanged securities or property from the Trusts. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.

The Trustee may sell Securities 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 the Trusts' portfolio
transactions, or when acting as agent for the Trusts 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, each Trust will terminate on
the Mandatory Termination Date. A Trust may be terminated earlier:

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

- - If the value of the Securities owned by such 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 Units. If a Trust
is terminated due to this last reason, we will refund your entire
Sponsor retention; however, termination of a Trust before the Mandatory
Termination Date for any other stated reason will result only in the
waiver of any remaining unaccrued Sponsor retention payments at the time
of termination. For various reasons, including Unit holders'
participation as Rollover Unit holders, 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

Page 33

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 and subject to any additional
restrictions imposed by your "Wrap Fee" plan) 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. Where possible, the Trustee will make an In-Kind
Distribution by distributing each of the Securities in book-entry from
to your bank or broker/dealer account at the Depository Trust Company.
Upon termination you will receive your pro rata number of whole shares
of the Securities that make up a portfolio and cash from the Capital
Account equal to the fractional shares to which you are entitled. If you
do not elect to participate in either the Rollover Option or 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 your Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from a Trust 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
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; 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.

Page 34

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

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

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

- - Terminate the Indenture and liquidate the Trust; or

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

The Evaluator.

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

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information,
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
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 details concerning the nature, structure and risks
of this product.

Page 35

FIRST TRUST (registered trademark)

The Dow(sm) Dividend And Repurchase Target 10 FlexPortfolio,
1(st) Quarter 2000 Series
The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series
The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series
Bandwidth FlexPortfolio Series
e-Business FlexPortfolio Series
New e-Conomy FlexPortfolio Series

FT 396

Sponsor:

Nike Securities L.P.

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

Trustee:

The Chase Manhattan Bank

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

________________________

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

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

________________________

This prospectus contains information relating to the 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)

Information about the Trusts can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington
D.C. Information regarding the operation of the Commission's Public
Reference Room may be obtained by calling the Commission at 1-202-942-
8090.

Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov.

To obtain copies at prescribed rates -

Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: [email protected]

January __, 2000

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 the unit investment trust
contained in FT 396 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing.

This Information Supplement is dated January __, 2000. Capitalized terms
have been defined in the prospectus.

<TABLE>
<CAPTION>
Table of Contents
<S> <C>
The Nasdaq Stock Market, Inc. 1
Standard & Poor's 2
Risk Factors
Securities 2
Dividends 2
Concentrations
Communications 3
Electronic Commerce 3
Retail Companies 3
Technology Companies 4
Portfolios
Equity Securities Selected for The Dow(sm) DART 10 FlexPortfolio, 1(st) Quarter 2000 Series 5
Equity Securities Selected for The Nasdaq Target 15 FlexPortfolio, 1(st) Quarter 2000 Series 5
Equity Securities Selected for The S&P Target 10 FlexPortfolio, 1(st) Quarter 2000 Series 5
Equity Securities Selected for Bandwidth FlexPortfolio Series 5
Equity Securities Selected for e-Business FlexPortfolio Series 6
Equity Securities Selected for New e-Conomy FlexPortfolio Series 6
</TABLE>

The Nasdaq Stock Market, Inc.

The Nasdaq Target 15 FlexPortfolio Series is not sponsored, endorsed,
sold or promoted by The Nasdaq Stock Market, Inc. (including its
affiliates) (Nasdaq, with its affiliates, are referred to as the
"Corporations"). The Corporations have not passed on the legality or
suitability of, or the accuracy or adequacy of descriptions and
disclosures relating to Nasdaq Target 15 FlexPortfolio Series. The
Corporations make no representation or warranty, express or implied, to
the owners of Units of Nasdaq Target 15 FlexPortfolio Series or any
member of the public regarding the advisability of investing in
securities generally or in Nasdaq Target 15 FlexPortfolio Series
particularly, or the ability of the Nasdaq 100 Index(registered
trademark) to track general stock market performance. The Corporations'
only relationship to the Sponsor ("Licensee") is in the licensing of the
Nasdaq 100(registered trademark), Nasdaq 100 Index(registered trademark)
and Nasdaq(registered trademark) trademarks or service marks, and
certain trade names of the Corporations and the use of the Nasdaq 100
Index(registered trademark) which is determined, composed and calculated
by Nasdaq without regard to Licensee or The Nasdaq Target 15
FlexPortfolio Series. Nasdaq has no obligation to take the needs of the
Licensee or the owners of Units of Nasdaq Target 15 FlexPortfolio Series
into consideration in determining, composing or calculating the Nasdaq
100 Index(registered trademark). The Corporations are not responsible
for and have not participated in the determination of the timing of,
prices at or quantities of Nasdaq Target 15 FlexPortfolio Series to be
issued or in the determination or calculation of the equation by which
Nasdaq Target 15 FlexPortfolio Series is to be converted into cash. The
Corporations have no liability in connection with the administration,
marketing or trading of Nasdaq Target 15 FlexPortfolio Series.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ 100 INDEX(registered trademark) OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE NASDAQ
TARGET 15 PORTFOLIO SERIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE NASDAQ 100 INDEX(registered trademark) OR ANY DATA INCLUDED
THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES AND

Page 1

EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ 100
INDEX(registered trademark) OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.

Standard & Poor's

The Trusts are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes
no representation or warranty, express or implied, to the owners of the
Trusts or any member of the public regarding the advisability of
investing in securities generally or in the Trusts particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to the licensee is the licensing of certain
trademarks and trade names of S&P and of the S&P 500 Index, which is
determined, composed and calculated by S&P without regard to the
licensee or the Trusts. S&P has no obligation to take the needs of the
licensee or the owners of the Trusts into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for
and has not participated in the determination of the prices and amount
of the Trusts or the timing of the issuance or sale of the Trusts or in
the determination or calculation of the equation by which the Trusts are
to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Trusts.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
LICENSEE, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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. From September
30, 1997 through October 30, 1997, amid record trading volume, the S&P
500 Index and DJIA declined 4.60% and 7.09%, respectively. In addition,
against a backdrop of continued uncertainty regarding the current global
currency crisis and falling commodity prices, during the period between
July 31, 1998 and September 30, 1998, the S&P 500 and DJIA declined by
8.97% and 11.32%, respectively.

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. Shareholders of common stocks of the type held
by the Trusts have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. 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.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.

Page 2

Concentrations

Communications. An investment in Units of the Bandwidth FlexPortfolio
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.

Electronic Commerce. An investment in Units of the e-Business
FlexPortfolio and the New e-Conomy FlexPortfolio should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. These portfolios consist of common stocks of
retailers that market their goods and services on the Internet and
technology companies that create the tools to make it possible. 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.

Retailers who sell their products over the Internet have the potential
to access more consumers, but will require the capital to acquire and
maintain sophisticated technology. E-commerce company stocks have
experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Many such companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories. In addition, numerous e-commerce companies have only recently
begun operations, and may have limited product lines, markets or
financial resources, as well as fewer experienced management personnel.
Finally, the lack of barriers to entry suggests a future of intense
competition for online retailers.

See "Technology" below, for additional information concerning the risks
of companies engaged in the technology industry.

Retail Companies. Certain Portfolios are considered to be concentrated
in common stocks of retail companies. See "Risk Factors" in the
prospectus which will indicate, if applicable, a Trust's concentration
in this industry. 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

Page 3

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.

Technology Companies. Certain Portfolios are considered to be
concentrated in common stocks of technology companies. See "Risk
Factors" in the prospectus which will indicate, if applicable, a Trust's
concentration in this industry.

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

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

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

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

Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,

Page 4

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.

Portfolios

Equity Securities Selected for The Dow(sm) DART 10 FlexPortfolio, 1(st)
Quarter 2000 Series

The Boeing Company, headquartered in
Caterpillar Inc., headquartered in
Eastman Kodak Company, headquartered in
General Motors Corporation, headquartered in
Hewlett-Packard Company, headquartered in
Honeywell International Inc., headquartered in
Merck & Co., Inc., headquartered in
J.P. Morgan & Company, Inc., headquartered in
Philip Morris Companies, Inc., headquartered in
Procter & Gamble Company, headquartered in

Equity Securities Selected for The Nasdaq Target 15 FlexPortfolio,
1(st) Quarter 2000 Series

Adobe Systems Incorporated, headquartered in
Apple Computer, Inc., headquartered in
Applied Micro Circuits Corporation, headquartered in
Atmel Corporation, headquartered in
CMGI Inc., headquartered in
Electronic Arts Inc., headquartered in
MedImmune, Inc., headquartered in
Oracle Corporation, headquartered in
PMC-Sierra, Inc., headquartered in
QLogic Corporation, headquartered in
RF Micro Devices, Inc., headquartered in
Siebel Systems, Inc., headquartered in
Sun Microsystems, Inc., headquartered in
VISX, Incorporated, headquartered in
Xilinx, Inc., headquartered in

Equity Securities Selected for The S&P Target 10 FlexPortfolio,
1(st) Quarter 2000 Series

Alcoa Inc., headquartered in
Avery Dennison Corporation, headquartered in
Circuit City Stores-Circuit City Group, headquartered in
Citigroup Inc., headquartered in
Georgia-Pacific Group, headquartered in
Lehman Brothers Holdings Inc., headquartered in
Morgan Stanley Dean Witter & Co., headquartered in
Seagate Technology, Inc., headquartered in
Tandy Corporation, headquartered in
Wal-Mart Stores, Inc., headquartered in

Equity Securities Selected for Bandwidth FlexPortfolio Series

Communications Services
_______________________

AT&T Corp., headquartered in
Covad Communications Group, Inc., headquartered in
Global Crossing Ltd., headquartered in
Level 3 Communications, Inc., headquartered in
MCI WorldCom, Inc., headquartered in
Qwest Communications International Inc., headquartered in

Communications Equipment
_______________________

ADC Telecommunications, Inc., headquartered in
Copper Mountain Networks, Inc., headquartered in

Page 5

Lucent Technologies Inc., headquartered in
Nortel Networks Corporation, headquartered in
Tellabs, Inc., headquartered in

Fiber Optics
_______________________

Harmonic Inc., headquartered in
JDS Uniphase Corporation, headquartered in

Networking Products
_______________________

Cisco Systems, Inc., headquartered in
Juniper Networks, Inc., headquartered in
Redback Networks Inc., headquartered in

Semiconductors
_______________________

Applied Micro Circuits Corporation, headquartered in
Broadcom Corporation (Class A), headquartered in
Conexant Systems, Inc., headquartered in
PMC-Sierra, Inc., headquartered in
Vitesse Semiconductor Corporation, headquartered in

Wireless Communications
_______________________

L.M. Ericsson AB (ADR), headquartered in
Motorola, Inc., headquartered in
Nokia Oy (ADR), headquartered in
QUALCOMM Incorporated, headquartered in

Equity Securities Selected for e-Business FlexPortfolio Series

Horizontal Portals
_______________

America Online, Inc., headquartered in
Ariba, Inc., headquartered in
Commerce One, Inc., headquartered in
PurchasePro.com, Inc., headquartered in
VerticalNet, Inc., headquartered in
Yahoo! Inc., headquartered in

Infrastructure
____________

BroadVision, Inc., headquartered in
Check Point Software Technologies Ltd., headquartered in
Digital Island, headquartered in
Exodus Communications, Inc., headquartered in
Level 3 Communications, Inc., headquartered in
MCI WorldCom, Inc., headquartered in
Microsoft Corporation, headquartered in
Siebel Systems, Inc., headquartered in
VeriSign, Inc., headquartered in

Procurement
__________

Cisco Systems, Inc., headquartered in
Dell Computer Corporation, headquartered in
i2 Technologies, Inc., headquartered in
International Business Machines Corporation, headquartered in
Oracle Corporation, headquartered in

Venture Capital
_____________

CMGI Inc., headquartered in
Internet Capital Group, Inc., headquartered in

Vertical Portals

_______________

Chemdex Corporation, headquartered in
Healtheon/WebMD Corporation, headquartered in
pcOrder.com, Inc., headquartered in

Equity Securities Selected for New e-Conomy FlexPortfolio Series

Bandwidth
________

AT&T Corp., headquartered in
Cisco Systems, Inc., headquartered in

Page 6

Lucent Technologies Inc., headquartered in
MCI WorldCom, Inc., headquartered in
Tellabs, Inc., headquartered in

e-Business
_________

Ariba, Inc., headquartered in
BroadVision, Inc., headquartered in
Commerce One, Inc., headquartered in
Exodus Communications, Inc., headquartered in
Internet Capital Group, Inc., headquartered in

e-Infrastructure
_____________

Dell Computer Corporation, headquartered in
EMC Corporation, headquartered in
Intel Corporation, headquartered in
Oracle Corporation, headquartered in
Sun Microsystems, Inc., headquartered in

Internet
_________

America Online, Inc., headquartered in
CMGI Inc., headquartered in
Lycos, Inc., headquartered in
Microsoft Corporation, headquartered in
Yahoo! Inc., headquartered in

Wireless
_________

L.M. Ericsson AB (ADR), headquartered in
Motorola, Inc., headquartered in
Nokia Oy (ADR), headquartered in
QUALCOMM Incorporated, headquartered in
Vodafone AirTouch Plc (ADR), headquartered in

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

Page 7

MEMORANDUM

Re: FT 396

The only difference of consequence (except as described
below) between FT 288, which is the current fund, and FT 396, 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 FT
288 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 396 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 January 3, 2000.

FT 396
(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

David J. Allen Sole Director of
Nike Securities January 3, 2000
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**

___________________________
* 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 FT 396 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as Trustee
and First Trust Advisors L.P., as Evaluator and Portfolio
Supervisor.

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

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

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

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

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

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

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

S-4

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

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

4.1* Consent of First Trust Advisors L.P.

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

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

___________________________________
* To be filed by amendment.

S-5