FT 383, S-6, 2000-03-03

FT 383
S-6, 2000-03-03

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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 383

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 MARCH 3, 2000

E-INFRASTRUCTURE FLEXPORTFOLIO SERIES
FIBER OPTICS FLEXPORTFOLIO SERIES
GENOMICS & PROTEOMICS FLEXPORTFOLIO SERIES
GLOBAL TECHNOLOGY FLEXPORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 FLEXPORTFOLIO SERIES
WORLD WIDE WIRELESS FLEXPORTFOLIO SERIES

FT 383

FT 383 is a series of a unit investment trust, the FT Series. FT 383
consists of six separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust invests in a diversified
portfolio of common stocks ("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 above-average capital appreciation.

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

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

First Trust (registered trademark)
1-800-621-9533

The date of this prospectus is March __, 2000

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 6
Report of Independent Auditors 8
Statements of Net Assets 9
Schedules of Investments 11
The FT Series 18
Portfolios 19
Risk Factors 23
Public Offering 24
Distribution of Units 26
The Sponsor's Profits 26
The Secondary Market 26
How We Purchase Units 26
Expenses and Charges 27
Tax Status 28
Rights of Unit Holders 29
Income and Capital Distributions 29
Redeeming Your Units 30
Removing Securities from a Trust 31
Amending or Terminating the Indenture 31
Information on the Sponsor, Trustee and Evaluator 32
Other Information 33

Page 2

Summary of Essential Information

FT 383

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

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

<TABLE>
<CAPTION>
e-Infrastructure Fiber Optics Genomics & Proteomics
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 30265J 220 30265J 246 30265J 261
Reinvestment CUSIP Number 30265J 238 30265J 253 30265J 279
Security Code
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date March __, 2000
Mandatory Termination Date (6) March 7, 2005
Income Distribution Record Date Fifteenth day of each June and December, commencing June 15, 2000.
Income Distribution Date (7) Last day of each 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 383

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

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

<TABLE>
<CAPTION>
Software World Wide
Global Technology Innovations 2000 Wireless
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 30265J 329 30265J 287 30265J 303
Reinvestment CUSIP Number 30265J 337 30265J 295 30265J 311
Security Code
</TABLE>

_____________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

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

(2) Each listed Security is valued at its last closing sale price. If a
Security is not listed, or if no closing sale price exists, it is valued
at its closing ask price. Evaluations for purposes of determining the
purchase, sale or redemption price of Units are made as of the close of
trading on the New York Stock Exchange ("NYSE") (generally 4:00 p.m.
Eastern time) on each day on which it is open (the "Evaluation Time").

(3) The maximum 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

Page 4

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

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

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

Page 5

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 the Trusts have 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.

<TABLE>
<CAPTION>
FlexPortfolio Series
________________
Amount
per Unit
______
<S> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum Sponsor retention (sales charge) (paid in installments) 2.75%(a) $.275

Maximum Sponsor retention imposed on reinvested dividends 2.75% $.275

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(b) $.0260
====== ======

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 %(c)
______ ______
Total % $
====== ======
</TABLE>

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
__________ __________ __________
$ $ $

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 the Trusts.
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 $.275 per Unit (approximately $.055 per
Unit per year) which will be accrued at the daily rate of $.00015093 per
Unit and deducted monthly commencing , 2000 over the life of
the Trusts and at each Trust's termination. The Sponsor retention, as a
percentage of the Public Offering Price, will vary over time. When you
purchase Units you will only be subject to Sponsor retention payments
not yet accrued.

(b) Estimated organization costs will be deducted from the assets of the
Trusts at the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period.

(c) Other operating expenses include the costs incurred by the Trusts
for annually updating each Trust's registration statement. Historically,
we paid these costs. Other operating expenses do not, however, include
brokerage costs and other portfolio transaction fees. In certain
circumstances the Trusts may incur additional expenses not set forth
above. See "Expenses and Charges."

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 383

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 383, comprised of the e-Infrastructure
FlexPortfolio Series; Fiber Optics FlexPortfolio Series; Genomics &
Proteomics FlexPortfolio Series; Global Technology FlexPortfolio Series;
Software Innovations 2000 FlexPortfolio Series; and World Wide Wireless
FlexPortfolio Series, as of the opening of business on March __, 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 auditing standards generally
accepted in the United States. 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 March
__, 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 383,
comprised of the e-Infrastructure FlexPortfolio Series; Fiber Optics
FlexPortfolio Series; Genomics & Proteomics FlexPortfolio Series; Global
Technology FlexPortfolio Series; Software Innovations 2000 FlexPortfolio
Series; and World Wide Wireless FlexPortfolio Series, at the opening of
business on March __, 2000 in conformity with accounting principles
generally accepted in the United States.

ERNST & YOUNG LLP

Chicago, Illinois
March __, 2000

Page 7

Statements of Net Assets

FT 383

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

<TABLE>
<CAPTION>
e-Infrastructure Fiber Optics Genomics & Proteomics
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) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========

______________

<FN>
See "Notes to Statements of Net Assets" on page 10
</FN>
</TABLE>

Page 8

Statements of Net Assets

FT 383

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

<TABLE>
<CAPTION>
Software World Wide
Global Technology Innovations 2000 Wireless
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

_____________

<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 five Trusts in
FT 383, has been deposited with the Trustee as collateral, covering the
monies necessary for the purchase of the Securities according to their
purchase contracts.

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

(4) The maximum Sponsor retention is entirely deferred. The maximum
Sponsor retention is 2.75% of the Public Offering Price (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 $.275 per Unit 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

e-Infrastructure FlexPortfolio Series
FT 383

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

Communications Equipment
_______________________
JDSU JDS Uniphase Corporation %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (3) %
TLAB Tellabs, Inc. %

Computers & Peripherals
_______________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
HWP Hewlett-Packard Company %
INTC Intel Corporation %
SUNW Sun Microsystems, Inc. %

Networking Products
_______________________
CSCO Cisco Systems, Inc. %
CMTN Copper Mountain Networks, Inc. %
RBAK Redback Networks Inc. %

Software
_______________________
BVSN BroadVision, Inc. %
CHKP Check Point Software Technologies Ltd. (3) %
ISLD Digital Island, Inc. %
EXDS Exodus Communications, Inc. %
INKT Inktomi Corporation %
KANA Kana Communications, Inc. %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
RNWK RealNetworks, Inc. %
VRSN VeriSign, Inc. %
_______ _______
Total Investments 100% $
====== ======

_____________

<FN>
See "Notes to Schedules of Investments" on page 17.
</FN>
</TABLE>

Page 10

Schedule of Investments

Fiber Optics FlexPortfolio Series
FT 383

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

Communications Equipment
_____________
ADCT ADC Telecommunications, Inc. %
LU Lucent Technologies Inc. %
NT Nortel Networks Corporation (3) %
TLAB Tellabs, Inc. %

Fiber Optics
_____________
CCBL C-COR.net Corp. %
CIEN CIENA Corporation %
GLW Corning Incorporated %
DIGL Digital Lightwave, Inc. %
HLIT Harmonic Inc. %
JDSU JDS Uniphase Corporation %
SDLI SDL, Inc. %

Networking Products
_____________
CSCO Cisco Systems, Inc. %
JNPR Juniper Networks, Inc. %
RBAK Redback Networks Inc. %
SCMR Sycamore Networks, Inc. %
_______ _______
Total Investments 100% $
====== ======

_____________
<FN>

See "Notes to Schedules of Investments" on page 17.

</FN>
</TABLE>

Page 11

Schedule of Investments

Genomics & Proteomics FlexPortfolio Series
FT 383

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

<TABLE>
<CAPTION>
Percentage
of Aggregate Market Cost of
Number Ticker Symbol and Offering Value per Securities to
of Shares Name of Issuer of Securities (1) (4) Price Share the Trust (2)
_________ _____________________________________ _________ ______ _________
<S> <C> <C> <C> <C>
ABGX Abgenix, Inc. % $ $
AFFX Affymetrix, Inc. %
AMGN Amgen Inc. %
BGEN Biogen, Inc. %
CORR COR Therapeutics, Inc. %
CRA Celera Genomics Group %
CHIR Chiron Corporation %
CRGN CuraGen Corporation %
EMIS Emisphere Technologies, Inc. %
ENZN Enzon, Inc. %
GLGC Gene Logic Inc. %
DNA Genentech, Inc. %
GENE Genome Therapeutics Corp. %
GENZ Genzyme Corporation (General Division) %
GILD Gilead Sciences, Inc. %
HGSI Human Genome Sciences, Inc. %
HYSQ Hyseq, Inc. %
IDPH IDEC Pharmaceuticals Corporation %
IMCL ImClone Systems Incorporated %
INMX Immunex Corporation %
INCY Incyte Pharmaceuticals, Inc. %
LYNX Lynx Therapeutics, Inc. %
MEDX Medarex, Inc. %
MEDI MedImmune, Inc. %
MLNM Millennium Pharmaceuticals, Inc. %
MYGN Myriad Genetics, Inc. %
NGEN Nanogen, Inc. %
NBIX Neurocrine Biosciences, Inc. %
PDLI Protein Design Labs, Inc. %
TKTX Transkaryotic Therapies, Inc. %
_______ _______
Total Investments 100% $
====== ======

_____________
<FN>

See "Notes to Schedules of Investments" on page 17.

</FN>
</TABLE>

Page 12

Schedule of Investments

Global Technology FlexPortfolio Series
FT 383

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

<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) (4) OfferingPrice Share the Trust (2)
_________ _____________________________________ _________ ______ _________
<S> <C> <C> <C> <C>
Communications Equipment
_____________________
CSCO Cisco Systems, Inc. % $ $
ERICY L.M. Ericsson AB (ADR) %
JDSU JDS Uniphase Corporation %
LU Lucent Technologies Inc. %
NOK Nokia Oy (ADR) %
NT Nortel Networks Corporation (3) %
QCOM QUALCOMM Incorporated %
TLAB Tellabs, Inc. %

Computers & Peripherals
_____________________
DELL Dell Computer Corporation %
EMC EMC Corporation %
HWP Hewlett-Packard Company %
IBM International Business Machines Corporation %
SLR Solectron Corporation %
SUNW Sun Microsystems, Inc. %

Computer Software & Services
________________________
BMCS BMC Software, Inc. %
CHKP Check Point Software Technologies Ltd. (3) %
MSFT Microsoft Corporation %
ORCL Oracle Corporation %
SAP SAP AG (ADR) %

Electronics
_________
CANNY Canon Inc. (ADR) %
KYO Kyocera Corporation (ADR) %
PHG Koninklijke (Royal) Philips Electronics N.V. (3) %

Semiconductor Equipment
____________________
ASML ASM Lithography Holding NV (3) %
AMAT Applied Materials, Inc. %
NVLS Novellus Systems, Inc. %

Semiconductors
____________
ALTR Altera Corporation %
INTC Intel Corporation %
PMCS PMC-Sierra, Inc. (3) %
STM STMicroelectronics NV (3) %
TXN Texas Instruments, Inc. %
_______ _______
Total Investments 100% $
====== ======

_____________
<FN>

See "Notes to Schedules of Investments" on page 17.

</FN>
</TABLE>

Page 13

Schedule of Investments

Software Innovations 2000 FlexPortfolio Series
FT 383

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

Computer Data Security Software
__________________
CHKP Check Point Software Technologies Ltd. (3) %
VRSN VeriSign, Inc. %

e-Business Software
__________________
ARBA Ariba, Inc. %
BEAS BEA Systems, Inc. %
BVSN BroadVision, Inc. %
CMRC Commerce One, Inc. %
ISLD Digital Island, Inc. %
FMKT FreeMarkets, Inc. %
PRGN Peregrine Systems, Inc. %

Enterprise Software
__________________
BMCS BMC Software, Inc. %
CTXS Citrix Systems, Inc. %
COGN Cognos, Inc. (3) %
CPWR Compuware Corporation %
ITWO i2 Technologies, Inc. %
ORCL Oracle Corporation %
SAP SAP AG (ADR) %
SEBL Siebel Systems, Inc. %
VRTS VERITAS Software Corporation %
_______ _______
Total Investments 100% $
====== ======

_____________
<FN>

See "Notes to Schedules of Investments" on page 17.

</FN>
</TABLE>

Page 14

Schedule of Investments

World Wide Wireless FlexPortfolio Series
FT 383

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

Communications Services (International)
________________________________
CWP Cable & Wireless Plc (ADR) %
CHL China Telecom (Hong Kong) Limited (ADR) %
DT Deutsche Telekom AG (ADR) %
MICC Millicom International Cellular S.A. (3) %
NMCNY NTT Mobile Communications Network, Inc. (ADR) %
SKM SK Telecom Co. Ltd. (ADR) %
SNRA Sonera Oy (ADR) %
TI Telecom Italia SpA (ADR) %
TEF Telefonica S.A. (ADR) %
VOD Vodafone AirTouch Plc (ADR) %

Communications Equipment
______________________
CMVT Comverse Technology, Inc. %
CNXT Conexant Systems, Inc. %
ERICY LM Ericsson AB (ADR) %
HLIT Harmonic Inc. %
KOPN Kopin Corporation %
LU Lucent Technologies Inc. %
MOT Motorola, Inc. %
NOK Nokia Oy (ADR) %
NT Nortel Networks Corporation (3) %
PWAV Powerwave Technologies, Inc. %
QCOM QUALCOMM Incorporated %
RFMD RF Micro Devices, Inc. %
RIMM Research in Motion Limited %
TQNT TriQuint Semiconductor, Inc. %
_______ _______
Total Investments 100% $
====== ======

Page 15

_____________
<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 March __, 2000.

(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 Profit
Securities (Loss)
to Sponsor
_________ _______
e-Infrastructure FlexPortfolio Series $ $
Fiber Optics FlexPortfolio Series
Genomics & Proteomics FlexPortfolio Series
Global Technology FlexPortfolio Series
Software Innovations 2000 FlexPortfolio Series
World Wide Wireless FlexPortfolio Series

(3) This Security represents the common stock of a foreign company which
trades directly on a U.S. national securities exchange.

(4) The final portfolio may contain additional Securities to those set
forth above. In addition, although it is not the Sponsor's intention,
certain of the Securities listed above may not be included in the final
portfolio.

</FN>
</TABLE>

Page 16

The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created hundreds of
similar yet separate series of a unit investment trust which we have
named the FT Series. The series to which this prospectus relates, FT
383, consists of six separate portfolios set forth below:

- - e-Infrastructure FlexPortfolio Series
- - Fiber Optics FlexPortfolio Series
- - Genomics & Proteomics FlexPortfolio Series
- - Global Technology FlexPortfolio Series
- - Software Innovations 2000 FlexPortfolio Series
- - World Wide Wireless 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
the "Summary of Essential Information" for each Trust. 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 the Trusts, or cash (including a letter of credit) with
instructions to buy more Securities to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit, and not the percentage relationship
existing on the day we are creating 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 the Trusts, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in a
Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
However, because the Trusts pay 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 the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

We cannot guarantee that a Trust will keep its present size and

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

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

Portfolios

Objectives.

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

e-Infrastructure FlexPortfolio Series consists of a portfolio of common
stocks of technology companies which provide the infrastructure which
helped build the Internet.

As you probably know by now, the Internet has evolved into much more
than just the "information superhighway"; it is also a place where
individuals and companies can transact business. In fact, some companies
believe so strongly in the future of e-commerce that they have abandoned
the more traditional business models that favor bricks-and-mortar selling.

The good news for investors is that the Internet's infrastructure is
supported by a relatively small universe of high-tech companies
representing the following industries: access/information providers,
data networking/communications equipment, computers & peripherals,
software and venture capital. These companies are responsible for
providing the kind of cutting-edge technology needed to deliver such
popular Internet services as high-speed access, video downloads and e-
mail.

Consider the following factors:

- - The average e-commerce Web site costs $1 million to develop and takes
five months to complete. When you consider the need for ongoing products
and services, infrastructure is big business.

- - 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.

- - Capital investment in the Internet server market has risen
dramatically over the past three years. Internet server revenue has
jumped from approximately $1.7 billion in 1996 to approximately $13.3
billion in 1998. As the Internet grows, the demand for servers has the
potential to grow as well.

- - Communications companies presently carry nearly 30 times more voice
traffic than data. Thanks to the Internet, data traffic is expected to
surpass voice communications in the years ahead.

Information Technology (IT) equipment spending continues to be the
largest category of industrial spending for all types of capital
equipment. Between 1993 and 1998, on an inflation adjusted basis, IT
equipment spending accounted for more than half of the growth in
equipment spending.

e-Commerce Fuels Innovation. Technology and the Internet have played an
integral part in the economic prosperity enjoyed by the United States
during the 1990s. The anticipated growth in e-commerce has the potential
to continue fueling the need for more technological innovation as
businesses of all sizes embrace the concept of transacting business
online. When you consider that there are over 100 million people
connected to the Web worldwide, it only makes sense to consider

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investing in the companies that make it all possible.

Fiber Optics FlexPortfolio Series consists of a portfolio of common
stocks of telecommunications companies focusing on the use of fiber
optic technology.

The first full service fiber optic telephone system became operational
in Chicago in 1977. Since then, the communications industry has
undergone a major transformation, driven both by demand and
technological innovation. In 1999, the optical networking industry
became one of the fastest growing areas within the communications
equipment industry. Optical equipment converts electronic signals into
light pulses that can be transmitted through fiber optic cables. We
believe the demand for this type of equipment has grown because of the
enormous data carrying capacity offered by fiber optics. In our opinion,
the impact that fiber optic technology has had on the telephone industry
is astounding. Compared to a conventional three-inch copper wire that
can transmit approximately 14,000 phone calls, a half-inch fiber optic
cable can transmit over 3 million calls.

With more markets opening around the world because of deregulation,
service providers have begun relying on the most advanced technologies
available to improve the quality of their offerings in an effort to gain
market share. In our opinion, virtually all telephone companies have
realized that fiber optics represent an opportunity for them to meet the
demands for greater bandwidth that are required by new technologies and
ultimately win customers.

Consider the following factors:

- - 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.

- - The growing popularity of the Internet is creating greater demand for
data traffic. Advanced technologies like high-speed digital systems
using fiber optic cables are one means being utilized to satisfy this
demand.

- - The MultiMedia Telecommunications Association projects that total
spending on fiber optics will grow from $12 billion in 1998 to
approximately $25 billion in 2000.

- - A single fiber optic strand can transmit ten thousand times more
information today than it could in 1988.

Genomics & Proteomics FlexPortfolio Series consists of a portfolio of
common stocks of biotechnology companies and pharmaceutical companies
that are actively participating in genomics and proteomics research.
Biotechnology companies are continually trying to understand the cause
of disease in order to find appropriate treatments or even cures. Two of
the more prominent methods used to increase the speed and accuracy of
drug discovery and development are genomics and proteomics.

Genomics. Genomics refers to the study of the entire collection of human
genes. By deciphering the human genetic code, researchers hope to expose
the genes that are responsible for the disease they are targeting.
Advances in this area allow researchers to develop starting points to
treat the causes of the targeted disease.

Proteomics. Proteomics is the link between genes, proteins and disease.
Protein mediators control the gene's actions and are responsible for
normal biological functions and disease mechanisms. Many of the top
sellers in drugs either target proteins or are proteins. We expect data
obtained from proteomic and protein expression profiles to provide an
important level of information in contributing to the search for new
disease targets and an understanding of the biological basis of disease.
Development in this area should help to identify how the diseases start
and how they progress.

Research & Development. The essence of biotechnology lies in R&D. Since
the first biotech breakthrough in 1982, which involved genetically
engineered human insulin, nearly 100 products have come to market. The
recent advances in computer science technology have the potential to
expedite the process of moving medicines through the pipeline.

Consider the following factors:

- - The Biotechnology Industry Organization estimates that more than 200
million people worldwide have been helped by over 90 biotechnology
products and vaccines.

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

- - There are currently over 300 products in the late stages of clinical
trials as compared to only 30 back in 1991.

- - A faster FDA approval process coupled with an increase in the length
of patent protection, from 17 to 20 years, are two positive changes

Page 19

instituted to help biotechnology companies grow their businesses.

Global Technology FlexPortfolio Series consists of a portfolio of common
stocks of technology companies which are working to meet the potential
increase in worldwide demand for telecommunications and technology that
is being created by the e-revolution.

Although the Internet has made an astounding impact in the United
States, many other countries have been slow to embrace its potential.
Industry experts believe that this trend is about to change. According
to the Computer Industry Almanac, it is estimated that by the year 2005
the number of Internet users will have grown at such a rapid pace
outside of North America that they believe Europe will have the leading
market for Internet users. Other regions are anticipated to show strong
growth as well, with the Asia-Pacific region leading the way. Much of
this anticipated potential growth is being attributed to easier access
to the Internet through low cost PC's, Web-ready phones, and information
appliances, along with more affordable service.

A Wireless World. We expect much of the future growth in the wireless
industry to come from developing countries and remote rural villages.
Wireless technology is a far more viable means of communication for
these areas because it offers significant cost savings over the more
traditional wireline services. In fact, some European countries already
use wireless technology as their primary communication source. For
instance, in Scandinavia almost half of the population uses wireless
phones.

B2B Boom. Until recently, the media has focused its attention primarily
on companies that are engaging in business to consumer e-commerce. In
our opinion, it is now becoming apparent that business-to-business e-
commerce is growing at a much faster rate than the more consumer driven
market. By conducting business online, companies are not only removing
domestic geographical boundaries, but global boundaries as well.

Internet Infrastructure. The anticipated growth in e-commerce has the
potential to continue fueling the need for more technological innovation
as businesses of all sizes embrace the concept of transacting business
online. When you consider that there are approximately 200 million
people connected to the Web worldwide, it only makes sense to consider
investing in the companies that make it all possible.

Consider the following factors:

- - Forrester Research predicts that global online advertising spending
has the potential to increase nearly 10 fold by 2004, with an increasing
portion of the spending occurring outside of the U.S.

- - According to Visa International, the B2B e-commerce growth rate of
most European countries is anticipated to outpace their GDP growth rate
by nearly 30 times over the next several years.

- - It is estimated that corporations around the world have the potential
to experience an aggregate cost savings in excess of one trillion
dollars over the next several years by transacting business via the
Internet.

- - It is estimated that there will be approximately 250 million
subscribers to global wireless services in 2000, making it one of the
fastest growing segments of the telecommunications industry.

- - The Internet economy as a whole generated approximately $500 billion
in revenue in 1999.

Software Innovations 2000 FlexPortfolio Series consists of a portfolio
of common stocks of companies that provide software products and
services to address a wide variety of business needs, including
application, computer data security, e-Business, enterprise and storage
management.

The computer software industry has come a long way since the
introduction of the first operating system. Today, one of the biggest
challenges for software developers is to market products and services
that are not only compatible with hardware, but improve its functionality.

The growing popularity of computer networking in the business community,
coupled with the anticipated growth of e-commerce on the Internet, has
boosted demand for software which can increase efficiency and
productivity.

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

- - Y2K related spending should begin to give way to corporate investment
in other technological areas involving business application software.

- - Consumer confidence levels are near 30-year highs. This indicates that
consumers are very optimistic about the economy, which could lead to

Page 20

increased spending and borrowing for such big ticket items as personal
computers and software.

- - Software companies have traditionally marketed products that addressed
back-office operations. Now that the Internet infrastructure is in
place, the focus of technology is shifting to e-commerce. E-commerce
represents a new opportunity and new challenges in the areas of front-
office and customer service management.

- - According to the U.S. Department of Commerce, core software industry
annual receipts have increased from approximately $50 billion in 1990 to
approximately $160 billion in 1998.

In our opinion, demand for software systems, such as those described in
detail below, should experience significant growth in the near future.

Enterprise Resource Planning (ERP). ERP is high-end software designed to
automate back-office operations for administrative purposes. ERP focuses
on transaction management in areas such as manufacturing, distribution,
accounting and human resources. It is estimated that 70% of Fortune
1,000 companies have either started ERP implementation or plan to by the
year 2000.

Supply-Chain Management (SCM). Supply-chain software manages the flow of
products across an entire operational spectrum ranging from raw
materials procurement to the delivery of finished goods to consumers.
SCM software helps companies forecast demand, shorten product life
cycles and reduce inventories. Relative to ERP, SCM is less costly,
takes less time to install, and tends to offer a return on investment
much faster.

Customer Relationship Management (CRM). Unlike ERP and supply-chain
software systems, which deal with back-office automation, CRM software
focuses on front-office automation. This software automates sales,
marketing, call center and field service operations. The emphasis on
managing front-office activity should apply nicely to the facilitation
of e-commerce. With the anticipated growth of e-commerce, we believe the
market for CRM could grow significantly in coming years.

World Wide Wireless FlexPortfolio Series consists of a portfolio of
common stocks of telecommunications companies which provide products
and/or services used in wireless communications.

It is easy to see that the "Information Age" is transforming the way we
work, the way we do business and the way we live. However, the one
technology that may have the greatest impact on our lives is one that we
cannot see-wireless communications. Wireless devices are enabling us to
exchange information in ways and places we once could only dream of. The
implementation of new technologies, combined with lower prices for
wireless service, has made wireless communication possible for more
people. Much of the future growth in the wireless industry is expected
to come from developing countries and remote rural villages. Wireless
technology is a far more viable means of communications for these areas
because it offers significant cost savings over the more traditional
wireline services. In fact, some European countries already use wireless
technology as their primary communication source. For instance, in
Scandinavia almost half the population uses wireless phones.

If you take a closer look at the wireless industry, it becomes apparent
that it is truly a global industry. With the World Trade Organization's
recent agreement to open the markets of its 72 member governments to
foreign companies, there are abundant opportunities for expansion in
this industry. Just as its wireline counterparts did previously, the
wireless industry is anticipated to use mergers and acquisitions as a
means of attaining new technologies, forging strategic alliances and
reaching more consumers.

Consider the following factors:

- - It is estimated that there will be approximately 250 million
subscribers to global wireless services by 2000, making it one of the
fastest growing segments of the telecommunications industry.

- - The number of wireless subscribers worldwide has nearly tripled over
the last three years.

- - 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.

- - In the United States alone, it is estimated that there could
potentially be 25 times more people using a wireless link to the
Internet by 2004.

- - Annual service revenues have increased from under $1 billion in 1985

Page 21

to more than $35 billion in 1999 (estimated).

You should be aware that predictions stated herein for the above
industries or sectors may not be realized. In addition, the Securities
contained in each Trust are not intended to be representative of the
selected industry or sector as a whole and the performance of each Trust
is expected to differ from that of its comparative industry or sector.
Of course, as with any similar investments, there can be no guarantee
that the objective of the Trusts will be achieved. See "Risk Factors"
for a discussion of the risks of investing in the Trusts.

Risk Factors

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

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

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

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

Communications Industry. Because more than 25% of both the Fiber Optics
FlexPortfolio Series and the World Wide Wireless FlexPortfolio Series
are invested in telecommunications companies, these Trusts are
considered to be concentrated in the communications 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
communication 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.

Biotechnology/Pharmaceutical Industries. The Genomic & Proteomic
FlexPortfolio Series is considered to be concentrated in the
biotechnology industry. Biotechnology and pharmaceutical companies are
subject to changing government regulation, including price controls,
national health insurance, managed care regulation and tax incentives or
penalties related to medical insurance premiums, which could have a
negative effect on the price and availability of their products and
services. In addition, such companies face increasing competition from
generic drug sales, the termination of their patent protection for
certain drugs and technological advances which render their products or
services obsolete. The research and development costs required to bring
a drug to market are substantial and may include a lengthy review by the
government, with no guarantee that the product will ever go to market or
show a profit. Many of these companies may not offer certain drugs or
products for several years, and as a result, may have significant losses
of revenue and earnings.

Technology Industry. The e-Infrastructure FlexPortfolio Series, the
Global Technology FlexPortfolio Series and the Software Innovations 2000
FlexPortfolio Series are considered to be concentrated in the technology
industry. Technology companies are generally subject to the risks of
rapidly changing technologies; short product life cycles; fierce
competition; aggressive pricing and reduced profit margins; the loss of
patent, copyright and trademark protections; cyclical market patterns;

Page 22

evolving industry standards and frequent new product introductions.
Technology companies may be smaller and less experienced companies, with
limited product lines, markets or financial resources and fewer
experienced management or marketing personnel. Technology company
stocks, especially those which are Internet-related, have experienced
extreme price and volume fluctuations that are often unrelated to their
operating performance. Also, the stocks of many Internet companies have
exceptionally high price-to-earnings ratios with little or no earnings
histories.

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

Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." The
Trusts and their service providers do not appear to have been adversely
affected by computer problems related to the transition to the year
2000. However, these problems could arise or be discovered in the
future. We are unable to determine what impact the Year 2000 Problem has
had or will have on any of the issuers of the Securities, but you should
note that foreign issuers may have greater complications than other
issuers.

Foreign Stocks. Certain of the Securities in certain of the Trusts are
issued by foreign companies, which makes the 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.

Public Offering

The Public Offering Price.

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

- - The aggregate underlying value of the Securities;

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

- - Dividends receivable on Securities; and

- - The 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.

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.

Organization Costs. 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

Page 23

these Securities are insufficient to repay the Sponsor for Trust
organization costs, the Trustee will sell additional Securities to allow
a Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of a Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for a Trust in "Notes to Statements of Net Assets," this will
result in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs
are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell
Securities, to the extent practicable, which will maintain the same
proportionate relationship among the Securities contained in a Trust as
existed prior to such sale.

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. For
each Trust this sales charge is equal to $.275 per Unit, accrued daily
at the rate of $ per Unit. Accrued Sponsor retention for all Trusts
will be 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, Sponsor retention will equal 2.75% of the
Public Offering Price (equivalent to 2.75% of the net amount invested)
for each Sector FlexPortfolio, but because this fee is a fixed dollar
amount per Unit it will vary from 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 4.0% of the Public Offering
Price per Unit for a Sector FlexPortfolio. 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
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

Page 24

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 the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, 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.

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 costs incurred in annually updating each Trust's 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 at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender
Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.

Expenses and Charges

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

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. Legal, typesetting, electronic filing and regulatory
filing fees and expenses associated with updating the Trusts'
registration statements yearly are also now chargeable to the Trusts.
Historically, we paid these fees and expenses. 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

Page 25

the Trusts. In providing portfolio supervisory services, the Portfolio
Supervisor may purchase research services from a number of sources,
which may include underwriters or dealers of the Trusts.

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

As Sponsor, we will receive a fee from each Trust for creating and
developing the Trusts, including determining each Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. Each Trust pays this "creation and development
fee" as a percentage of that Trust's average daily net asset value
during the life of such Trust. In connection with the creation and
development fee, in no event will the Sponsor collect over the life of a
Trust more than 2.75% of a Unit holder's initial investment. We do not
use this fee to pay distribution expenses or as compensation for sales
efforts.

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

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

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

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

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

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

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

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

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

Tax Status

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

Trust Status.

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

Page 26

which you must take into account for federal income tax purposes is not
reduced by amounts used to pay a deferred sales charge.

Your Tax Basis and Income or Loss upon Disposition.

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

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

In-Kind Distributions.

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

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

Limitations on the Deductibility of Trust Expenses.

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

Foreign, State and Local Taxes.

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

Under the existing income tax laws of the State and City of New York,
the Trusts will not be taxed as corporations, and the income of the
Trusts will be treated as the income of the Unit holders in the same
manner as for federal income tax purposes.

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 held in uncertificated form, the Trustee
will send you:

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

- - A list of the number of Units issued or transferred;

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

Page 27

- - 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 with the following information:

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

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

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

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

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

Income and Capital Distributions

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

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
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 deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. 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, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.

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

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

Redeeming Your Units

You may redeem all or a portion of your Units at any time by delivering
a request for redemption to the Trustee. The redemption request must be
properly endorsed with proper instruments of transfer and signature

Page 28

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 if funds are available for that purpose, or from
the Capital Account. All other amounts paid on redemption will be taken
from the Capital Account. The IRS will require the Trustee to withhold a
portion of your redemption proceeds if it does not have your TIN, as
generally discussed under "Income and Capital Distributions."

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

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by a Trust; and

dividing

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

Removing Securities from a Trust

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

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

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

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

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

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

- - There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our

Page 29

opinion the sale or tender of the Security is in the best interest of
Unit holders; or

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

Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of the Trusts, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by a Trust, at our instruction,
they will either be sold or held in such Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from each Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account for distribution to Unit holders
or to meet redemption requests. The Trustee may retain and pay us or an
affiliate of ours to act as agent for a Trust to facilitate selling
Securities, exchanged securities or property from the Trusts. If we or
our affiliate act in this capacity, we will be held subject to the
restrictions under the Investment Company Act of 1940, as amended.

The Trustee may sell Securities designated by us or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be
sold. We may consider sales of units of unit investment trusts which we
sponsor when we make recommendations to the Trustee as to which
broker/dealers they select to execute a Trust's portfolio transactions,
or when acting as agent for a Trust in acquiring or selling Securities
on behalf of the Trusts.

Amending or Terminating the Indenture

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

- - To cure ambiguities;

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

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

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

Termination. As provided by the Indenture, the Trusts will terminate on
the Mandatory Termination Date as stated in the "Summary of Essential
Information" for each Trust. The Trusts may be terminated earlier:

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

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

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

Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your 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 or exchanging between
FlexPortfolios, 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

Page 30

Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.

If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges 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 (for Target
FlexPortfolios) 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 $27 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, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).

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

The Trustee.

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

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

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our

Page 31

obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.

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

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

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

- - Terminate the Indenture and liquidate the Trusts; or

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

The Evaluator.

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

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

Other Information

Legal Opinions.

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

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Page 35

FIRST TRUST (registered trademark)
E-INFRASTRUCTURE FLEXPORTFOLIO SERIES
FIBER OPTICS FLEXPORTFOLIO SERIES
GENOMICS & PROTEOMICS FLEXPORTFOLIO SERIES
GLOBAL TECHNOLOGY FLEXPORTFOLIO SERIES
SOFTWARE INNOVATIONS 2000 FLEXPORTFOLIO SERIES
WORLD WIDE WIRELESS FLEXPORTFOLIO SERIES

FT 383

Sponsor:

NIKE SECURITIES L.P.

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

Trustee:

The Chase Manhattan Bank

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

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

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

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

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
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e-mail address: [email protected]

March __, 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 unit investment trusts ("Trusts")
contained in FT 383 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.

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

Table of Contents

Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Litigation
Microsoft Corporation 2
Concentrations
Communications 2
Biotechnology/Pharmaceutical 3
Technology 4
Portfolios
e-Infrastructure 4
Fiber Optics 6
Genomics & Proteomics 8
Global Technology 9
Software Innovations 2000 11
World Wide Wireless 13

Risk Factors

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

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

Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the

Page 1

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

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

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

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

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

Litigation

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

Concentrations

Communications. An investment in Units of the Fiber Optics FlexPortfolio
Series and the World Wide Wireless FlexPortfolio Series 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

Page 2

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.

Biotechnology/Pharmaceutical. An investment in Units of the Genomic &
Proteomic FlexPortfolio Series should be made with an understanding of
the problems and risks such an investment may entail.

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

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

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

Technology. An investment in Units of the e-Infrastructure FlexPortfolio
Series, the Global Technology FlexPortfolio Series and the Software
Innovations 2000 FlexPortfolio Series should be made with an
understanding of the characteristics of the problems and risks such an
investment may entail. Technology companies generally include companies
involved in the development, design, manufacture and sale of computers
and peripherals, software and services, data networking/communications
equipment, internet access/information providers, semiconductors and
semiconductor equipment and other related products, systems and
services. The market for these products, especially those specifically
related to the Internet, is characterized by rapidly changing
technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. The
success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected
change in one or more of the technologies affecting an issuer's products
or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the
Securities will be able to respond in a timely manner to compete in the
rapidly developing marketplace.

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

Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer

Page 3

base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.

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

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

Portfolios

Equity Securities Selected for the e-Infrastructure FlexPortfolio Series

Access/Information Providers

AT&T Corp., headquartered in New York, New York, provides voice, data
and video telecommunications services; regional, domestic, international
and local communication transmission services; cellular telephone and
other wireless services; and billing, directory and calling card services.

MCI WorldCom, Inc., headquartered in Clinton, Mississippi, operates as a
global communications company which provides facilities-based and fully-
integrated local, long distance, international and Internet services in
over 65 countries encompassing the Americas, Europe and the Asia-Pacific
regions. The company also offers wireless and 800 services, calling
cards, private lines and debit cards.

Qwest Communications International Inc., headquartered in Denver,
Colorado, provides broadband Internet-based data, voice and image
communications for businesses and consumers. The company also constructs
and installs fiber optic systems for other communications providers and
its own use.

Communications Equipment

JDS Uniphase Corporation, headquartered in San Jose, California,
designs, develops, makes and markets laser subsystems, laser-based
semiconductor wafer defect examination and analysis equipment and fiber
optic telecommunications equipment products.

Lucent Technologies Inc., headquartered in Murray Hill, New Jersey,
designs, develops and manufactures communications systems, software and
products worldwide. The company's research and development activities
are conducted through Bell Laboratories.

Nortel Networks Corporation, headquartered in Brampton, Ontario, Canada,
makes fully-digital telecommunications switching equipment and
communications equipment and systems for business and residential use.
The company operates worldwide.

Tellabs, Inc., headquartered in Lisle, Illinois, makes and services
voice, data and video transport and network access systems used by
public telephone companies, long-distance carriers, alternate service
providers, cellular providers, cable operators, government agencies,
utilities and business end-users.

Computers & Peripherals

Dell Computer Corporation, headquartered in Round Rock, Texas, designs,
develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.

Page 4

sold as integrated storage solutions for customers on various computing
platforms including "UNIX" and "Windows NT."

Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, electronic components and instrumentation for
chemical analysis.

Intel Corporation, headquartered in Santa Clara, California, designs,
develops, makes and markets advanced microcomputer components and
related products at various levels of integration. Principal components
consist of silicon-based semiconductors etched with complex patterns of
transistors.

Sun Microsystems, Inc., headquartered in Palo Alto, California, supplies
network computing products, including desktop systems, storage
subsystems, network switches, servers, software, microprocessors and a
full range of services and support, using the UNIX operating system.

Networking Products

Cisco Systems, Inc., headquartered in San Jose, California, provides
networking solutions that connect computing devices and computer
networks. The company offers various products to utilities,
corporations, universities, governments and small to medium businesses
worldwide.

Copper Mountain Networks, Inc., headquartered in Palo Alto, California,
develops and markets Digital Subscriber Line (DSL) solutions that enable
high-speed Internet connectivity over the existing copper wire telephone
infrastructure.

Redback Networks Inc., headquartered in Sunnyvale, California, provides
advanced networking solutions. The company's solutions enable carriers,
cable multiple system operators and service providers to rapidly deploy
high-speed broadband access to the Internet and corporate networks. The
company's subscriber management system connects and manages subscribers
using digital subscriber line, cable and wireless technologies.

Software

BroadVision, Inc., headquartered in Redwood City, California, develops,
markets and supports application software solutions. The company
provides an integrated software application system, "BroadVision One-To-
One," that enables businesses to create applications for interactive
marketing and selling services on the World Wide Web.

Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP").

Digital Island, Inc., headquartered in San Francisco, California, is a
leading provider of network services for globalizing e-Business
applications. The Company serves corporations which operate in multiple
countries that need to securely and consistently extend business-
critical applications for marketing, selling, servicing or distributing
products via the Internet.

Exodus Communications, Inc., headquartered in Santa Clara, California,
provides Internet system and network management solutions for
enterprises with mission-critical Internet operations. The company's
data centers are located throughout the United States and in England.

Inktomi Corporation, headquartered in Foster City, California, develops
and markets scalable Internet software. The company's products include a
search engine, a shopping engine and traffic server network-caching
products.

Kana Communications, Inc., headquartered in Palo Alto, California, Kana
is a provider of online customer communication software and services for
e-business marketing, sales and services. The company's primary product
is "Kana 4," an online customer communications platform for
comprehensive online marketing, sales and service

Microsoft Corporation, headquartered in Redmond, Washington, develops,
manufactures, licenses and supports a wide range of software products.
The company offers operating system software, server application
software, business and consumer applications software, software
development tools and Internet and intranet software. "Windows" is the
company's flagship PC operating system. The company also develops the
MSN network of Internet products and services.

Oracle Corporation, headquartered in Redwood Shores, California,
designs, develops, markets and supports computer software products with
a wide variety of uses, including database management, application
development, business intelligence and business applications.

RealNetworks, Inc., headquartered in Seattle, Washington, develops and
markets software products and services designed to enable users of
personal computers and other digital devices to send and receive real-
time media using today's infrastructure. The company's products and
services include, "RealSystem G2," "Real Broadcast Network" and
"RealJukebox."

VeriSign, Inc., headquartered in Mountain View, California, provides
digital certificate solutions and infrastructure needed by companies,
government agencies, trading partners and individuals to conduct trusted
and secure communications and commerce over the Internet and over
intranets and extranets using the Internet Protocol.

Page 5

Equity Securities Selected for the Fiber Optics FlexPortfolio Series

Communications Services

Allied Riser Communications Corporation, headquartered in Dallas, Texas,
provides broadband data, video and voice communications services to
small- and medium-sized businesses in various metropolitan areas in the
United States. The company delivers its services over fiber optic
networks.

Global Crossing Ltd., headquartered in Hamilton, Bermuda, provides
global Internet and long distance telecommunications facilities and
services utilizing a network of undersea digital fiber optic cable
systems and associated terrestrial backhaul capacity. The company
operates as a carrier's carrier, providing tiered pricing and segmented
products to licensed providers of international telecommunications
services.

Level 3 Communications, Inc., headquartered in Broomfield, Colorado,
provides telecommunications and information services, including local,
long distance and data transmission. The company is building the first
international network optimized for Internet Protocol technology. The
network will combine both local and long distance networks, connecting
customers end-to-end across the United States and in Europe and Asia.

Metromedia Fiber Network, Inc. (Class A), headquartered in White Plains,
New York, provides technologically advanced, high-bandwidth, fiber optic
communications infrastructure to carrier and corporate and government
customers in the United States and Europe.

NorthEast Optic Network, Inc., headquartered in Westborough,
Massachusetts, provides high-bandwidth fiber optic transmission capacity
for communications carriers on local loop, inner-city and interstate
facilities.

Time Warner Telecom Inc., headquartered in Greenwood Village, Colorado,
is a fiber facilities-based local exchange carrier in selected
metropolitan areas across the United States. The company offers a wide
range of business telephony services, primarily to medium- and large-
sized business customers and other carriers. The company's customers
include telecommunications-intensive business end-users and long
distance carriers.

Williams Communications Group, Inc., headquartered in Tulsa, Oklahoma,
owns and operates a nationwide fiber optic network focused on providing
voice, data, Internet and video services to communications service
providers. The company also sells, installs and maintains communications
equipment and network services.

Communications Equipment

ADC Telecommunications, Inc., headquartered in Minnetonka, Minnesota,
designs, makes and markets a broad range of products and services that
enable its customers to construct and upgrade their telecommunications
networks to support increasing user demand for voice, data and video
services.

Fiber Optics

C-COR.net Corp., headquartered in State College, Pennsylvania, provides
high-performance fiber optic equipment for broadband networks. The
company designs, develops and supplies distribution electronics, network
management systems, and technical services for two-way hybrid fiber/coax
networks.

Page 6

CIENA Corporation, headquartered in Linthicum, Maryland, designs,
manufactures and sells dense wavelength division multiplexing systems
for long distance fiber optic telecommunications networks. The company
also provides a range of engineering, furnishing and installation
services. The company's systems alleviate capacity constraints in high
traffic, long distance fiber optic routes without requiring installation
of new fiber.

Corning Incorporated, headquartered in Corning, New York, with
subsidiaries, manufactures and sells optical fiber, cable, hardware and
components for the global telecommunications industry; ceramic emission
control substrates used in pollution-control devices; and plastic and
glass laboratory products. The company also produces high-performance
displays and components for television and other communications-related
industries.

Digital Lightwave, Inc., headquartered in Clearwater, Florida, designs,
develops, markets and supports diagnostic products. The company's
products monitor, maintain and manage fiber optic-based networks. The
company's products provide telecommunications service providers and
equipment manufacturers with the capability to deploy and manage fiber
optic networks.

Harmonic Inc., headquartered in Sunnyvale, California, makes and sells
highly integrated fiber optic and digital systems for delivering video,
voice and data services over cable, satellite and wireless networks. The
company's "TRANsend" digital product line combines and customizes
content from a variety of sources.

SDL, Inc., headquartered in San Jose, California, designs, manufactures
and markets semiconductor optoelectronic integrated circuits,
semiconductor lasers, fiber optic products and optoelectronic systems.
The company's products are used in the telecommunications, cable
television, dense wavelength division multiplexing and satellite
communications markets.

Networking Products

Juniper Networks, Inc., headquartered in Mountain View, California,
provides Internet infrastructure solutions for Internet service
providers and other telecommunications service providers. The company
delivers next generation Internet backbone routers that are designed for
service provider networks.

Sycamore Networks, Inc., headquartered in Chelmsford, Massachusetts,
develops and markets software-based optical networking products. The
company's customers include local exchange carriers, incumbent local
exchange carriers, long distance carriers, Internet service providers,
cable operators, international telephone companies and wholesale carriers.

Equity Securities Selected for the Genomics & Proteomics FlexPortfolio
Series

Abgenix, Inc., headquartered in Fremont, California, develops and
intends to commercialize its XenoMouse technology to produce antibody
therapeutic products used in the prevention and treatment of various
conditions, such as transplant related diseases, inflammatory and
autoimmune disorders, and cancer.

Affymetrix, Inc., headquartered in Santa Clara, California, develops and
manufactures DNA chip technology which consists of DNA probe arrays
containing gene sequences on a chip; a scanner to process probe arrays;
and software to analyze the information. The company's "GeneChip" system
acquires, analyzes and manages complex genetic information in order to
improve the diagnosis, monitoring and treatment of disease.

Amgen Inc., headquartered in Thousand Oaks, California, is a global
biotechnology concern which develops, makes and markets human
therapeutics based on advanced cellular and molecular biology, including
a protein that stimulates red blood cell production and a protein that
stimulates white blood cell production.

Biogen, Inc., headquartered in Cambridge, Massachusetts, develops and
makes pharmaceuticals for human healthcare through genetic engineering.
The company's primary focus is on developing and testing products for
the treatment of multiple sclerosis, inflammatory and respiratory
diseases, kidney diseases and certain viruses and cancers.

COR Therapeutics, Inc., headquartered in South San Francisco,
California, focuses on the development of novel pharmaceutical products
for the treatment and prevention of severe cardiovascular diseases. The
company focuses on the discovery, development and commercialization of

Page 7

pharmaceutical products to prevent and treat severe cardiovascular
diseases, including arterial thrombosis, a blockage occurring in an
artery; venous thrombosis, a thrombus occurring in a vein; and
restenosis, a renarrowing of the arteries.

Celera Genomics Group, headquartered in Norwalk, Connecticut, is a
subsidiary of PE Corporation. The company is involved in the sequencing
of the human genome (and other biologically important model organisms)
and generates, sells and supports genomic information and related
information management and analysis software. The company also
discovers, validates and licenses proprietary gene products, genetic
markets and information concerning genetic variability.

Chiron Corporation, headquartered in Emeryville, California, develops,
produces and sells products related to the diagnosis, prevention and
treatment of human diseases, including certain types of cancer and
cardiovascular and infectious diseases. The company participates in
markets for biopharmaceuticals, blood testing and vaccines.

CuraGen Corporation, headquartered in New Haven, Connecticut, applies
genomics, the study of genes and their functions, to the systematic
discovery of genes, biological pathways and drug candidates in order to
accelerate the discovery and development of the next generation of
therapeutic, agricultural and diagnostic products.

Emisphere Technologies, Inc., headquartered in Tarrytown, New York,
develops novel technologies for the oral delivery of pharmaceuticals
which could previously be taken only by injection or other non-oral
means. The company is working to develop and commercialize its
proprietary technologies, which are intended to surmount the obstacles
associated with the oral administration of many currently injectable
therapeutic agents.

Enzon, Inc., headquartered in Piscataway, New Jersey, researches,
develops, makes and sells enhanced therapeutics based on the application
of proprietary technologies in the areas of blood substitutes, genetic
diseases and oncology.

Gene Logic Inc., headquartered in Gaithersburg, Maryland, uses a
proprietary system to discover drug targets and drug leads and provides
genomic database products for pharmaceutical company partners. The
company has strategic alliances with Procter & Gamble Pharmaceuticals,
Inc., Japan Tobacco, Inc. and N.V. Organon, a unit of Akzo Nobel N.V.

Genentech, Inc., headquartered in South San Francisco, California,
discovers, develops, makes and sells human pharmaceuticals based on
recombinant DNA technology (gene splicing). The company also makes and
markets certain products within the United States which are sold to F.
Hoffmann-La Roche Ltd. (HLR) for distribution outside the United States.

Genome Therapeutics Corp., headquartered in Waltham, Massachusetts,
identifies and characterizes the genes of disease-causing organisms, as
well as human genes associated with major diseases, including prostate
cancer, asthma, osteoporosis and neuropsychiatric disorders.

Genzyme Corporation (General Division), headquartered in Cambridge,
Massachusetts, develops and markets specialty therapeutic, surgical and
diagnostic products, pharmaceuticals and genetic diagnostic services.
The company also develops, makes and markets biological products for the
treatment of cartilage damage, severe burns, chronic skin ulcers and
neurodegenerative diseases.

Gilead Sciences, Inc., headquartered in Foster City, California,
discovers, develops and commercializes treatments for important viral
diseases, including a currently available therapy for cytomegalovirus
retinitis, and products in development to treat diseases caused by human
immunodeficiency virus, hepatitis B virus and influenza virus.

Human Genome Sciences, Inc., headquartered in Rockville, Maryland,
researches and develops potential proprietary drug and diagnostic
products based on the discovery and understanding of the medical uses of
genes.

Hyseq, Inc., headquartered in Sunnyvale, California, develops gene-based
therapeutic product candidates and diagnostic products and tests using
its proprietary DNA array technology. The company believes that its HyX
genomics platform, which utilizes its proprietary sequencing by
hybridization technology as its foundation, generates higher gene
sequence throughput with greater analytical flexibility and accuracy and
lower cost than prevailing technologies.

IDEC Pharmaceuticals Corporation, headquartered in San Diego,
California, develops products for the long-term management of immune
system cancers and autoimmune and inflammatory diseases. The company's
lead immune system cancer and rheumatoid arthritis products are
genetically engineered to combat disease through the patient's immune
system.

ImClone Systems Incorporated, headquartered in New York, New York,
researches and develops therapeutic products for the treatment of
selected cancers and cancer-related disorders. The company's product
candidates include interventional therapeutics for cancer and cancer
vaccines.

Immunex Corporation, headquartered in Seattle, Washington, discovers,
develops, makes and markets therapeutic products for the treatment of
cancer, infectious diseases and immunological disorders. The company's
products are sold worldwide.

Incyte Pharmaceuticals, Inc., headquartered in Palo Alto, California,
designs, sells and supports genomic database products, genomic data
management software tools, and related reagents and services. The
company has created a portfolio of database products.

Page 8

Lynx Therapeutics, Inc., headquartered in Hayward, California, holds and
continues to develop certain proprietary technologies that enables the
simultaneous identification and analysis of nearly all the DNA molecules
or fragments in a single biological sample.

Medarex, Inc., headquartered in Princeton, New Jersey, develops
therapeutic products for the treatment of cancer, AIDS and other life-
threatening diseases based on proprietary technology in the field of
immunology. The company uses innovative monoclonal antibody technology
to develop proprietary therapeutic pharmaceuticals to treat cancer, AIDS
and other infectious diseases, autoimmune diseases and cardiovascular
disease.

MedImmune, Inc., headquartered in Gaithersburg, Maryland, develops and
markets products for the prevention and treatment of infectious
diseases, autoimmune diseases and cancer. The company's products are
also used in transplantation medicine.

Millennium Pharmaceuticals, Inc., headquartered in Cambridge,
Massachusetts, is a drug discovery and development company that
researches and develops a broad range of therapeutic and diagnostic
products for the commercial application of genetics, genomics and
bioinformatics.

Myriad Genetics, Inc., headquartered in Salt Lake City, Utah, discovers
and sequences genes related to major common diseases, such as cancer and
cardiovascular disease and the central nervous system using analyses of
extensive family histories and genetic material, as well as proprietary
technologies, to identify inherited gene mutations.

Nanogen, Inc., headquartered in San Diego, California, integrates
advanced microelectronics and molecular biology into a platform
technology with applications in the fields of medical diagnostics,
genetic testing, genomics, biomedical research, and drug discovery.

Neurocrine Biosciences, Inc., headquartered in San Diego, California,
discovers and develops therapeutics for the treatment of diseases and
disorders of the central nervous and immune systems including anxiety,
depression, Alzheimer's disease, obesity and multiple sclerosis.

Protein Design Labs, Inc., headquartered in Fremont, California,
develops human and humanized antibodies and other products to treat or
prevent a variety of viral, immune-mediated and inflammatory diseases as
well as certain cancers and cardiovascular conditions.

Transkaryotic Therapies, Inc., headquartered in Cambridge,
Massachusetts, develops and commercializes therapeutic proteins and gene
therapy products for the long-term treatment and cure of a broad range
of human diseases.

Equity Securities Selected for the Global Technology FlexPortfolio Series

Communications Equipment

L.M. Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.

Nokia Oy (ADR), headquartered in Espoo, Finland, supplies
telecommunications systems and equipment, including mobile phones,
battery chargers for mobile phones, computer monitors, multimedia
network terminals and satellite receivers. The company provides its
products and services worldwide.

QUALCOMM Incorporated, headquartered in San Diego, California, designs,
develops, makes, sells, licenses and operates advanced communications
systems and products based on proprietary digital wireless technology.
The company's products include "CDMA" integrated circuits, wireless
phones and infrastructure products, transportation management
information systems and ground stations, and phones for the low-earth-
orbit satellite communications system.

Computers & Peripherals

Dell Computer Corporation, headquartered in Round Rock, Texas, designs,

Page 9

develops, makes, sells, services and supports a broad range of computer
systems, including desktops, notebooks and servers compatible with
industry standards under the "Dell" brand name. The company also sells
software, peripheral equipment, and service and support programs.

EMC Corporation, headquartered in Hopkinton, Massachusetts, designs,
manufactures, markets and supports hardware, software and service
products for the enterprise storage market. The company's products are
sold as integrated storage solutions for customers on various computing
platforms including "UNIX" and "Windows NT."

International Business Machines Corporation, headquartered in Armonk,
New York, provides customer solutions through the use of advanced
information technologies. The company offers a variety of solutions that
include services, software, systems, products, financing and technologies.

Solectron Corporation, headquartered in Milpitas, California, provides a
complete range of advanced manufacturing services, including
sophisticated electronic assembly and turnkey manufacturing management
services, to original equipment manufacturers in the electronics industry.

Computer Software & Services

BMC Software, Inc., headquartered in Houston, Texas, provides high-
performance systems management software products for mainframe and
client/server based information systems. The company also sells and
provides maintenance enhancement and support services for its products.

SAP AG (ADR), headquartered in Walldorf, Germany, is an international
developer and supplier of integrated business application software
designed to provide cost-effective comprehensive solutions for businesses.

Electronics

Canon Inc. (ADR), headquartered in Tokyo, Japan, manufactures office,
camera and video equipment that includes color laser and high speed
copiers, mid-range copiers, 35mm cameras and video equipment. The
company also produces and markets computer peripherals and manufactures
aligners for semiconductor chip production,

Kyocera Corporation (ADR), headquartered in Kyoto, Japan, designs and
produces fine ceramic parts, ceramic IC packages and electronic
components, as well as optical instruments. The Company is a global
producer of high tech solutions in the fields of electronics,
telecommunications, metal processing, automotive components and optics.

Koninklijke (Royal) Philips Electronics N.V., headquartered in
Amsterdam, the Netherlands, makes lighting products; consumer
electronics; components and sub-systems; music and films, integrated
circuits and discrete semiconductors; and medical systems and business
electronics. The company markets its products worldwide.

Semiconductor Equipment

ASM Lithography Holding NV, headquartered in Veldhoven, the Netherlands,
develops, makes, sells and services advanced photolithography projection
systems, including wafer steppers and step-and-scan systems, that are
essential to the fabrication of modern integrated circuits.

Applied Materials, Inc., headquartered in Santa Clara, California,
develops, manufactures and markets semiconductor wafer fabrication
equipment and related spare parts to semiconductor wafer manufacturers
and semiconductor integrated circuit manufacturers.

Novellus Systems, Inc., headquartered in San Jose, California, designs,
makes, sells and services chemical vapor deposition equipment used in
the fabrication of integrated circuits. The company sells its products
to semiconductor manufacturers worldwide.

Semiconductors

Altera Corporation, headquartered in San Jose, California, designs,
manufactures and markets programmable logic devices and associated

Page 10

development tools to the telecommunications, data communications and
industrial applications markets.

PMC-Sierra, Inc., headquartered in Burnaby, British Columbia, Canada,
designs, develops, markets and supports high-performance semiconductor
system solutions used in broadband communications infrastructures, high-
bandwidth networks and multimedia personal computers.

STMicroelectronics NV, headquartered in St. Genis Pouilly, France,
designs, develops, makes and markets a broad range of semiconductor
integrated circuits and discrete devices used in a variety of
microelectronic applications, including telecommunications and computer
systems, consumer products, automotive products and industrial
automation and control systems.

Texas Instruments, Inc., headquartered in Dallas, Texas, provides
semiconductor products and designs and supplies digital signal
processing and analog technologies. The company has worldwide
manufacturing and sales operations.

Equity Securities Selected for the Software Innovations 2000
FlexPortfolio Series

Application Software

Adobe Systems Incorporated, headquartered in San Jose, California,
develops, markets and supports computer software products and
technologies that enable users to express and use information across all
print and electronic media.

Amdocs Limited, headquartered in Chesterfield, Missouri, provides
computer systems integration and related services for the
telecommunications industry. The company markets computer software
products and related services to telecommunications companies throughout
the world.

Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications. The company's
products are used by telephone network operators, government agencies,
call centers, financial institutions and other public and commercial
organizations worldwide.

Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small-
to medium-sized businesses nationwide.

Phone.com, Inc., headquartered in Redwood City, California, provides
software to deliver Internet-based services to mass-market wireless
telephones. The company's product provides access to Internet services
and intranet-based services, including news, stocks, e-mail, travel,
weather, and sports to wireless subscribers.

Computer Data Security Software

e-Business Software

Ariba, Inc., headquartered in Sunnyvale, California, provides Internet-
and intranet-based business-to-business e-commerce solutions for
operating resources that include information technology and
telecommunications equipment, professional services, facilities and
office equipment, and expense items.

BEA Systems, Inc., headquartered in San Jose, California, markets and
supports software used by large organizations to enable and support
their most critical business processes. The company's products have been
adopted in a wide variety of industries, including telecommunications,

Page 11

banking and finance, manufacturing, retail and transportation.

Commerce One, Inc., headquartered in Walnut Creek, California, provides
business-to-business electronic procurement solutions. The company's
"The Commerce Chain Solution" dynamically links buying and supplying
organizations into real-time trading communities, increasing efficiency
and significantly reducing operational costs across the entire indirect
supply chain.

FreeMarkets, Inc., headquartered in Pittsburgh, Pennsylvania, creates
customized business-to-business online auctions for buyers of industril
parts, raw materials and commodities. The company's "BidWare Internet"
technology helps large industrial buyers obtain lower prices. In a
"FreeMarkets" online auction, suppliers from around the world can submit
bids in a real-time, interactive competition.

Peregrine Systems, Inc., headquartered in San Diego, California,
develops integrated suites of packaged infrastructure management
application software which automate the management of complex,
enterprise-wide information and infrastructure assets. The company's
primary products are "ServiceCenter" and "AssetCenter."

Enterprise Software

Citrix Systems, Inc., headquartered in Fort Lauderdale, Florida,
supplies multi-user application server products that enable the
effective and efficient enterprise-wide deployment of applications that
are designed for Windows operating systems. The company's product lines
include "WinFrame" and "MetaFrame."

Cognos, Inc., headquartered in Ottawa, Ontario, Canada, develops, sells
and supports computer software tools, including tools that address the
client/server market; and provides education, consulting, and technical
support services to support the customers' implementation and ongoing
use of its software products.

Compuware Corporation, headquartered in Farmington Hills, Michigan,
develops, sells and supports an integrated line of software products as
well as client/server systems management and application development
products. The company also offers data processing professional services.

i2 Technologies, Inc., headquartered in Dallas, Texas, provides supply
chain management software, which encompasses the planning and scheduling
of manufacturing and related logistics from raw materials procurement
through work-in-process to customer delivery. The company's product,
"RHYTHM," generates integrated solutions to planning and scheduling
problems.

Oracle Corporation, headquartered in Redwood City, California, designs,
develops, markets and supports computer software products with a wide
variety of uses, including database management, application development
and business intelligence, and business applications.

SAP AG (ADR), headquartered in Walldorf, Germany, is one of the largest
enterprise software companies in the world. The company develops
business software, consults on organizational usage of its applications
software and provides training services.

Siebel Systems, Inc., headquartered in San Mateo, California, designs,
sells and supports enterprise-class sales and marketing information
software systems. The company also designs, develops and markets a Web-
based application software product.

VERITAS Software Corporation, headquartered in Mountain View,
California, designs, develops, markets and supports enterprise data
storage management and high availability products for open system
environments.

Equity Securities Selected for the World Wide Wireless FlexPortfolio
Series

Communications Services (Domestic)

Bell Atlantic Corporation, headquartered in New York, New York, operates
a diversified telecommunications concern that provides voice and data
transport and calling services network access, directory publishing and
public telephone services to customers in the mid-Atlantic and New
England regions.

Nextel Communications, Inc. (Class A), headquartered in Reston,
Virginia, with subsidiaries, provides a wide array of digital and analog

Page 12

wireless communications services throughout the United States. The
company markets its products under the "Nextel" brand name.

Sprint Corp. (PCS Group), headquartered in Kansas City, Missouri,
operates the largest 100% digital, 100% personal cellular communication
system ("PCS") nationwide wireless network in the United States.

United States Cellular Corporation, headquartered in Chicago, Illinois,
owns, operates and invests in cellular telephone systems throughout the
United States.

Communications Services (International)

Cable & Wireless Plc (ADR), headquartered in London, England, operates
as an international provider of telecommunications and multimedia
communications services in more than 70 countries, including the United
Kingdom, Australia, the Caribbean, Hong Kong, Japan and the United
States. The company also operates a fleet of vessels and submersible
vehicles for laying and burying cable.

China Telecom (Hong Kong) Limited (ADR), headquartered in Wanchai, Hong
Kong, provides cellular telecommunications services in Guangdong and
Zhejiang, among the most economically developed provinces in the
People's Republic of China.

Deutsche Telekom AG (ADR), headquartered in Bonn, Germany, is one of
Europe's, and the world's, largest telecommunications services
providers. The company offers domestic and international public fixed-
link voice telephone service in Germany. The company also offers data
transmission services, network services, on-line services, telephone
directory publishing, dial-in information lines, paging and mobile
telecommunications services, and supplies and services
telecommunications equipment.

Millicom International Cellular S.A., headquartered in Bertrange,
Luxembourg, develops and operates cellular telephone networks under
licenses in numerous countries, mainly in emerging markets in Africa,
Asia, Europe and Latin America.

NTT Mobile Communications Network, Inc. (ADR), headquartered in Tokyo,
Japan, provides various types of telecommunications services including
cellular phone, personal handyphone system (PHS), paging, and other
telephone, satellite mobile communication and wireless Private Branch
Exchange (PBX) system services. The company also sells cellular phones,
PNS, car phones and pagers.

SK Telecom Co. Ltd. (ADR), headquartered in Seoul, South Korea, provides
wireless telecommunications services, including cellular and paging
services, in Korea.

Sonera Oy (ADR), headquartered in Helsinki, Finland, provides
telecommunication services, including fixed line, mobile telephone, data
communications and networked media services. The company also operates
cellular networks and provides ATM, frame relay and Internet services.

Telecom Italia SpA (ADR), headquartered in Rome, Italy, is the financial
parent of companies operating in the fields of telecommunications,
manufacturing, electronics and network construction. The company's
subsidiaries are also active in publishing, telematics information and
auxiliary services.

Telefonica S.A. (ADR), headquartered in Madrid, Spain, is the exclusive
supplier of voice telephone services in Spain under a contract with the
Spanish State. The company also provides telecommunications services in
Argentina, Brazil, El Salvador, Peru, Portugal, Puerto Rico, the United
States and Venezuela.

Vodafone AirTouch Plc (ADR), headquartered in Newbury, Berkshire,
England, provides mobile telecommunication services, supplying its
customers with digital and analog cellular telephone, paging and
personal communications services. The company offers its services in
many countries, including Australia, Egypt, Fiji, France, Germany,
Greece, Malta, the Netherlands, New Zealand, South Africa, Sweden,
Uganda and the United States.

Communications Equipment

Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications, which are used
by telephone network operators, government agencies, call centers,
financial institutions and other public and commercial organizations
worldwide.

Conexant Systems, Inc., headquartered in Newport Beach, California,
makes semiconductor products for communications applications. The
company's applications include personal computing, digital information
and entertainment, wireless communications and network access.

LM Ericsson AB (ADR), headquartered in Stockholm, Sweden, develops and
produces advanced systems, products and services for wired and mobile
communications in public and private networks worldwide. The company's
product line includes digital and analog systems for telephones and
networks, microwave radio links, radar surveillance systems and business
systems.

Harmonic Inc., headquartered in Sunnyvale, California, designs,

Page 13

manufactures and markets digital and fiberoptic systems. The company's
systems enable cable, satellite and wireless operators to deliver video,
Internet, telephony and high-speed data services. The company's
"TRANsend" digital product line combines and customizes content from a
variety of sources.

Kopin Corporation, headquartered in Taunton, Massachusetts, develops,
manufactures and sells flat panel display devices and products and
custom wafer-engineered materials for commercial and consumer wireless
communications markets and for high resolution portable applications.

Motorola, Inc., headquartered in Schaumburg, Illinois, designs, makes
and sells, mainly under the "Motorola" brand name, two-way land mobile
communication systems, paging and wireless data systems, personal
communications equipment and systems; semiconductors; and electronic
equipment for military and aerospace use.

Powerwave Technologies, Inc., headquartered in Irvine, California,
designs, manufactures and markets ultra-linear radio frequency power
amplifiers for use in the wireless communications market worldwide. The
company manufactures both single- and multi-carrier radio frequency
power amplifiers for a variety of frequency ranges and transmission
protocols.

RF Micro Devices, Inc., headquartered in Greensboro, North Carolina,
designs, develops and markets proprietary radio frequency integrated
circuits for wireless communications applications such as cellular and
PCS, cordless telephony, wireless security and remote meter reading.

Research in Motion Limited, headquartered in Waterloo, Ontario, Canada,
designs, makes and markets wireless consumer and business-to-business
electronic access products for the mobile communications market. The
company's products include two-way pagers, wireless personal computer
card adapters, software connectivity tools and embedded wireless radios.

TriQuint Semiconductor, Inc., headquartered in Hillsboro, Oregon,
design, develops, manufactures and markets a broad range of high-
performance analog and mixed-signal integrated circuits for the wireless
communications, telecommunications and computing markets. The company's
integrated circuits use its proprietary (GaAs) technology, which has
inherent physical properties that enable integrated circuits to operate
at higher speeds with lower power consumption compared to silicon devices.

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

Page 14

MEMORANDUM

Re: FT 383

The only difference of consequence (except as described
below) between FT 410, which is the current fund, and FT 383, 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
410 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 383 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 March 3, 2000.

FT 383
(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 March 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 383 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