VAN KAMPEN FOCUS PORTFOLIOS SERIES 209, 497, 2000-02-16

VAN KAMPEN FOCUS PORTFOLIOS SERIES 209
497, 2000-02-16

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Van Kampen
Focus Portfolios(SM)
A Division of Van Kampen Funds Inc.

Bandwidth &
Telecommunications Trust
Series 9A
Series 9B

Biotechnology &
Pharmaceutical Trust
Series 9A
Series 9B

Global Wireless Trust
Series 1A
Series 1B

Internet Trust
Series 19A
Series 19B

Morgan Stanley High-Technology
35 IndexSM Trust
Series 11A
Series 11B

Semiconductor Trust
Series 1A
Series 1B

- --------------------------------------------------------------------------------

Van Kampen Focus Portfolios, Series 209 includes the unit investment trusts
described above (the "Trusts"). Each Trust seeks to increase the value of your
investment by investing in a diversified portfolio of common stocks of companies
within a particular industry. We offer each portfolio in two separate Trusts
with different maturity options. Series A Trusts terminate in 15 months for
investors with shorter investment horizons. Series B Trusts terminate in five
years for investors with longer investment horizons. Of course, we cannot
guarantee that a Trust will achieve its objective.

February 15, 2000

You should read this prospectus and retain it for future reference.

- --------------------------------------------------------------------------------

The Securities and Exchange Commission has not approved or disapproved of the
Units or passed upon the adequacy or accuracy of this prospectus. Any contrary
representation is a criminal offense.

Summary of Essential Financial Information
February 15, 2000

Series A Series B
Public Offering Price Trusts Trusts
------------ ------------
<S> <C> <C>
Aggregate value of Securities per Unit (1) $ 9.900 $ 9.900
Sales charge 0.295 0.450
Less deferred sales charge 0.195 0.350
Public offering price per Unit (2) $ 10.000 $ 10.000
</TABLE>

General Information
Initial Date of Deposit February 15, 2000
Series A Mandatory Termination Date May 15, 2001
Series B Mandatory Termination Date February 15, 2005
Record Dates June 10 and December 10
Distribution Dates June 25 and December 25
<TABLE>
<CAPTION>

Trust Information
Estimated Estimated Estimated
Aggregate Initial Annual Redemption Organizational
Initial Value of Distribution Dividends Price per Costs per
Trust Units (3) Securities (1) per Unit (4) per Unit (4) Unit (5) Unit (1)
------------ -------------- ------------- ------------- ------------- ------------- -------------
Bandwidth & Tele-
<S> <C> <C> <C> <C> <C> <C>
communications Series A 15,082 $ 149,314 N/A N/A $ 9.70 $ .00918
Bandwidth & Tele-
communications Series B 15,082 $ 149,314 N/A N/A $ 9.55 $ .01566
Biotechnology &
Pharmaceutical Series A 15,255 $ 151,024 $ .02 $ .02531 $ 9.70 $ .01564
Biotechnology &
Pharmaceutical Series B 15,255 $ 151,024 $ .02 $ .02531 $ 9.55 $ .02369
Global Wireless Series A 13,988 $ 138,472 N/A $ .01295 $ 9.70 $ .01571
Global Wireless Series B 13,988 $ 138,472 N/A $ .01295 $ 9.55 $ .03072
Internet Series A 15,092 $ 149,408 N/A N/A $ 9.70 $ .00500
Internet Series B 15,092 $ 149,408 N/A N/A $ 9.55 $ .00689
High-Tech Index Series A 14,966 $ 148,168 $ .01 $ .01128 $ 9.70 $ .00558
High-Tech Index Series B 14,966 $ 148,168 $ .01 $ .01128 $ 9.55 $ .00812
Semiconductor Series A 15,183 $ 150,306 N/A N/A $ 9.70 $ .01513
Semiconductor Series B 15,183 $ 150,306 N/A N/A $ 9.55 $ .03072
</TABLE>

- --------------------------------------------------------------------------------

(1) Each Security is valued at the most recent closing sale price as of the
close of the New York Stock Exchange on the last business day before the
Initial Date of Deposit. You will bear all or a portion of the expenses
incurred in organizing and offering your Trust. The public offering price
includes the estimated amount of these costs. The Trustee will deduct these
expenses from your Trust at the end of the initial offering period
(approximately three months). The estimated amount for each Trust is
described above and is included in the "Estimated Costs Over Time" on the
next page.

(2) The public offering price will include any accumulated dividends or cash in
the Income or Capital Accounts of a Trust.

(3) At the close of the New York Stock Exchange on the Initial Date of Deposit,
the number of Units may be adjusted so that the public offering price per
Unit equals $10. The number of Units and fractional interest of each Unit
in a Trust will increase or decrease to the extent of any adjustment.

(4) This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".
The Initial distribution is estimated to occur in December 2000 for the
applicable Trusts.

(5) The redemption price is reduced by any remaining deferred sales charge. See
"Rights of Unitholders--Redemption of Units". The redemption price includes
the estimated organizational and offering costs. The redemption price will
not include these costs after the initial offering period.

Fee Table
Series A Series B
Trusts Trusts
-----------------------------
Transaction Fees (as % of offering price)
<S> <C> <C>
Initial sales charge (1)........................................................... 1.00% 1.00%
Deferred sales charge (2).......................................................... 1.95% 3.50%
-----------------------------

Maximum sales charge............................................................... 2.95% 4.50%
=============================

Maximum sales charge on reinvested dividends....................................... 1.95% 3.50%
=============================
</TABLE>
<TABLE>
<CAPTION>

Trustee's Fee Supervisory Estimated Total
and Operating and Evaluation Annual Expenses
Estimated Annual Expenses per Unit Expenses Fees per Unit
-------------- ------------- ------------
<S> <C> <C> <C>
Bandwidth & Telecommunications Series A........... $ 0.00932 $ 0.00500 $ 0.01432
Bandwidth & Telecommunications Series B........... $ 0.01088 $ 0.00500 $ 0.01588
Biotechnology & Pharmaceutical Series A........... $ 0.01001 $ 0.00500 $ 0.01501
Biotechnology & Pharmaceutical Series B........... $ 0.01240 $ 0.00500 $ 0.01740
Global Wireless Series A.......................... $ 0.01001 $ 0.00500 $ 0.01501
Global Wireless Series B.......................... $ 0.01428 $ 0.00500 $ 0.01928
Internet Series A................................. $ 0.00879 $ 0.00500 $ 0.01379
Internet Series B................................. $ 0.00919 $ 0.00500 $ 0.01419
High-Tech Index Series A.......................... $ 0.00891 $ 0.00500 $ 0.01391
High-Tech Index Series B.......................... $ 0.00957 $ 0.00500 $ 0.01457
Semiconductor Series A............................ $ 0.01001 $ 0.00500 $ 0.01501
Semiconductor Series B............................ $ 0.01428 $ 0.00500 $ 0.01928
</TABLE>
<TABLE>
<CAPTION>

Estimated Costs Over Time (3) One Year Three Years Five Years Ten Years
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Bandwidth & Telecommunications Series A........... $ 32 $ 77 N/A N/A
Bandwidth & Telecommunications Series B........... $ 48 $ 52 $ 56 N/A
Biotechnology & Pharmaceutical Series A........... $ 33 $ 80 N/A N/A
Biotechnology & Pharmaceutical Series B........... $ 49 $ 53 $ 57 N/A
Global Wireless Series A.......................... $ 33 $ 80 N/A N/A
Global Wireless Series B.......................... $ 50 $ 54 $ 58 N/A
Internet Series A................................. $ 31 $ 75 N/A N/A
Internet Series B................................. $ 47 $ 50 $ 54 N/A
High-Tech Index Series A.......................... $ 31 $ 75 N/A N/A
High-Tech Index Series B.......................... $ 47 $ 50 $ 54 N/A
Semiconductor Series A............................ $ 33 $ 79 N/A N/A
Semiconductor Series B............................ $ 50 $ 54 $ 58 N/A
</TABLE>

This fee table is intended to assist you in understanding the costs that you
will bear and to present a comparison of fees. The "Estimated Costs Over Time"
example illustrates the expenses you would pay on a $1,000 investment assuming a
5% annual return and redemption at the end of each period. This example assumes
that you reinvest all distributions at the end of each year. The Series A Trust
examples assume that you reinvest your investment into a new trust when the
Trust terminates at the end of each 15-month period. Of course, you should not
consider this example a representation of actual past or future expenses or
annual rate of return which may differ from those assumed for this example. The
sales charge and expenses are described under "Public Offering" and "Trust
Operating Expenses".

- --------------------------------------------------------------------------------

(1) The initial sales charge is the difference between the maximum sales charge
and the deferred sales charge.

(2) The deferred sales charge for Series A Trusts is actually equal to $0.195
per Unit. The deferred sales charge for Series B Trusts is actually equal
to $0.35 per Unit. These amounts will exceed the percentages above if the
public offering price per Unit falls below $10 and will be less than the
percentage above if the public offering price per Unit exceeds $10. The
deferred sales charge accrues daily from June 10, 2000 through February 9,
2001. Your Trust pays a proportionate amount of this charge on the 10th day
of each month beginning in the accrual period until paid in full.

(3) These examples include the estimated expenses incurred in establishing and
offering your Trust. The amount of these expenses is described on the
preceding page.

Bandwidth & Telecommunications Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies diversified within the
communications industry. Technological advancements have made it possible for
people to communicate in ways that were not possible in the past. We designed
these Trusts to benefit from companies leading in these advancements. Cellular
phones, the Internet, e-mail and personal pagers have rapidly changed the way
people communicate.

Bandwidth measures the connection that links data from one place to another.
With the popularity of the telecommunications and internet sectors increasing,
the demand to send data over these connections is increasing. Greater bandwidth
makes it possible for these industries to operate by passing digital signals
through a medium such as glass fibers at higher capacities. The greater the
bandwidth, the greater the information carrying capacity.

o We believe that in the next few years the telecommunications industry could
develop in a manner similar to that of the computer industry since the late
1970s. This is partly due to deregulation and increased competition but is
primarily due to the increase in demand for greater bandwidth resulting
from the growth of the Internet. (Source: Canada NewsWire, 1999).

o Revenue from the integration of voice and data on a single network is
estimated to exceed $2 billion in 2003. (Source: Jupiter Communications,
1999).

o Telecommunications speed is currently doubling every 150 days. (Source:
PricewaterhouseCoopers Technology Center).

o The volume of Internet traffic is currently doubling every 100 days. If
this trend continues, the total volume of data carried over the world's
telecommunications infrastructure will exceed that of voice by 2002.
(Source: PricewaterhouseCoopers Technology Center; A.D. Little).

There is no assurance that these trends will continue or that expectations
will actually occur. If these trends do not continue or if current expectations
are not realized, your investment could be adversely affected. Of course, we
cannot guarantee that your Trust will achieve its objective. The value of your
Units may fall below the price you paid for the Units. You should read the "Risk
Factors" section before you invest.

Two Maturity Options. Because different investors have different investment
horizons, we offer two portfolios with different maturities that invest in the
same companies. You should consider Series A if you intend to hold your
investment for 15 months or less. You should consider Series B if you intend to
hold your investment for approximately five years. In either case, you should
consider the impact of price volatility when selecting the appropriate Series.
While Series A and Series B invest in the same companies, they are separate
portfolios and have different sales charges and expenses. As a result, the
performance and exact composition of each Trust may differ.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Bandwidth
<S> <C> <C> <C> <C>
24 Applied Micro Circuits Corporation $ 219.063 0.00% $ 5,257.50
29 Broadcom Corporation 171.813 0.00 4,982.56
22 Brocade Communications Systems, Inc. 222.000 0.00 4,884.00
38 Cisco Systems, Inc. 130.500 0.00 4,959.00
45 Conexant Systems, Inc. 111.500 0.00 5,017.50
29 Corning, Inc. 178.000 0.40 5,162.00
50 Extreme Networks, Inc. 96.500 0.00 4,825.00
21 GlobeSpan, Inc. 229.875 0.00 4,827.38
40 Harmonic, Inc. 122.875 0.00 4,915.00
25 JDS Uniphase Corporation 202.625 0.00 5,065.63
22 Juniper Networks, Inc. 204.063 0.00 4,489.38
3 41 Nortel Networks Corporation 120.500 0.12 4,940.50
38 PMC-Sierra, Inc. 130.000 0.00 4,940.00
49 Qlogic Corporation 104.500 0.00 5,120.50
39 Qualcomm, Inc. 127.125 0.00 4,957.88
15 SDL, Inc. 338.438 0.00 5,076.56
47 Sycamore Networks, Inc. 109.250 0.00 5,134.75
64 TranSwitch Corporation 74.500 0.00 4,768.00
22 TriQuint Semiconductor, Inc. 240.625 0.00 5,293.75
77 Vitesse Semiconductor Corporation 64.625 0.00 4,976.13
Telecom/Carriers
35 Allegiance Telecom, Inc. 139.875 0.00 4,895.63
102 AT&T Corporation 48.438 1.82 4,940.63
+ 29 China Telecom (Hong Kong), Limited 170.000 0.00 4,930.00
+ 22 COLT Telecom Group Plc 224.750 0.00 4,944.50
69 McLeodUSA, Inc. 71.500 0.00 4,933.50
39 Nextel Communications, Inc. 125.375 0.00 4,889.63
52 NEXTLINK Communications, Inc. 96.875 0.00 5,037.50
105 Qwest Communications International, Inc. 48.938 0.00 5,138.44
102 Sprint Corporation (PCS Group) 47.938 0.00 4,889.63
34 Voicestream Wireless Corporation 150.625 0.00 5,121.25
- ---------- ------------
1,326 $ 149,313.73
========== ============

</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Bandwidth
<S> <C> <C> <C> <C>
24 Applied Micro Circuits Corporation $ 219.063 0.00% $ 5,257.50
29 Broadcom Corporation 171.813 0.00 4,982.56
22 Brocade Communications Systems, Inc. 222.000 0.00 4,884.00
38 Cisco Systems, Inc. 130.500 0.00 4,959.00
45 Conexant Systems, Inc. 111.500 0.00 5,017.50
29 Corning, Inc. 178.000 0.40 5,162.00
50 Extreme Networks, Inc. 96.500 0.00 4,825.00
21 GlobeSpan, Inc. 229.875 0.00 4,827.38
40 Harmonic, Inc. 122.875 0.00 4,915.00
25 JDS Uniphase Corporation 202.625 0.00 5,065.63
22 Juniper Networks, Inc. 204.063 0.00 4,489.38
3 41 Nortel Networks Corporation 120.500 0.12 4,940.50
38 PMC-Sierra, Inc. 130.000 0.00 4,940.00
49 Qlogic Corporation 104.500 0.00 5,120.50
39 Qualcomm, Inc. 127.125 0.00 4,957.88
15 SDL, Inc. 338.438 0.00 5,076.56
47 Sycamore Networks, Inc. 109.250 0.00 5,134.75
64 TranSwitch Corporation 74.500 0.00 4,768.00
22 TriQuint Semiconductor, Inc. 240.625 0.00 5,293.75
77 Vitesse Semiconductor Corporation 64.625 0.00 4,976.13
Telecom/Carriers
35 Allegiance Telecom, Inc. 139.875 0.00 4,895.63
102 AT&T Corporation 48.438 1.82 4,940.63
+ 29 China Telecom (Hong Kong), Limited 170.000 0.00 4,930.00
+ 22 COLT Telecom Group Plc 224.750 0.00 4,944.50
69 McLeodUSA, Inc. 71.500 0.00 4,933.50
39 Nextel Communications, Inc. 125.375 0.00 4,889.63
52 NEXTLINK Communications, Inc. 96.875 0.00 5,037.50
105 Qwest Communications International, Inc. 48.938 0.00 5,138.44
102 Sprint Corporation (PCS Group) 47.938 0.00 4,889.63
34 Voicestream Wireless Corporation 150.625 0.00 5,121.25
- ---------- ------------
1,326 $ 149,313.73
========== ============

</TABLE>

See "Notes to Portfolios".

Biotechnology & Pharmaceutical Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies diversified within the
biotechnology and pharmaceuticals industry. Van Kampen designed each Trust to
benefit from companies that are positioned for growth in these industries.
Biotechnology and pharmaceuticals have increased the length and quality of life
for millions of people. The Biotechnology Industry Organization estimates that
over 80 biotech drugs and vaccines have helped more than 200 million people
worldwide over the last 25 years. According to this organization, more than 350
drugs and vaccines are currently in human clinical trials, including treatments
for cancer, AIDs, Alzheimer's and heart disease. Biotechnology also appears to
be revolutionizing other areas such as medical diagnostics, agriculture,
forensics and environmental cleanup and preservation.

The pharmaceutical industry is highly developed in the United States where
demand for many drugs appears to remain constant. However, worldwide drug sales
may have the potential for increased demand. Factors that could potentially
contribute to the growth of this industry include discoveries in drug design and
molecular biology, more favorable treatment by the Food and Drug Administration
in drug reviews, and accelerated demand for drugs in Third World countries.

Two worldwide trends appear to be providing growth potential for the
biotechnology and pharmaceutical industries: the aging of the baby boom
generation and an increase in life expectancy. A recent study by the World
Health Organization, estimates that the over-60 age population could rise
globally from 580 million in 1998 to over one billion by 2020. This segment of
the current U.S. population accounts for more than one-third of the total
consumption of prescription medicines but represents less than 15% of total U.S.
population. Developments in biotechnology and pharmaceuticals that target major
ailments of the elderly may cause growth in these sectors in the years ahead.
Consider these factors:

o Standard & Poor's estimates that total industry-wide revenues in
biotechnology could increase to $26 billion in 2000.

o Total drug delivery is estimated to grow from $12 billion to nearly $60
billion over the next decade.

o Worldwide sales of all pharmaceutical products are estimated to exceed $360
billion in 2000.

(Sources: Standard & Poor's Industry Survey, September 9, 1999 and December
16, 1999)

There is no assurance that these trends will continue or that expectations
will actually occur. Your investment could be adversely affected if these trends
do not continue or if current expectations are not realized.

Of course, we cannot guarantee that your Trust will achieve its objective.
The value of your Units may fall below the price you paid for the Units. You
should read the "Risk Factors" section before you invest.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Biotechnology
<S> <C> <C> <C> <C>
17 Abgenix, Inc. $ 241.000 0.00% $ 4,097.00
15 Affymetrix, Inc. 259.313 0.00 3,889.69
118 Amgen, Inc. 65.063 0.00 7,677.38
77 Biogen, Inc. 101.250 0.00 7,796.25
15 Celera Genomics 248.000 0.00 3,720.00
136 Cephalon, Inc. 54.875 0.00 7,463.00
46 Genentech, Inc. 164.000 0.00 7,544.00
66 Gilead Sciences, Inc. 60.063 0.00 3,964.13
26 Human Genome Sciences, Inc. 149.563 0.00 3,888.63
25 Immunex Corporation 145.500 0.00 3,637.50
45 MedImmune, Inc. 169.500 0.00 7,627.50
34 Millennium Pharmaceuticals, Inc. 216.125 0.00 7,348.25
108 QLT PhotoTherapeutics, Inc. 71.125 0.00 7,681.50
Generic Drugs
121 Alpharma, Inc. 30.750 0.59 3,720.75
107 IVAX Corporation 34.688 0.00 3,711.56
Pharmaceuticals
122 Allergan, Inc. 60.000 0.53 7,320.00
126 Biovail Corporation International 60.875 0.00 7,670.25
61 Bristol-Myers Squibb Company 61.375 1.60 3,743.88
61 Forest Laboratories, Inc. 60.000 0.00 3,660.00
54 Jones Pharma, Inc. 68.875 0.12 3,719.25
77 Medicis Pharmaceutical Corporation 47.750 0.00 3,676.75
58 Merck & Company, Inc. 66.000 1.76 3,828.00
216 Pfizer, Inc. 35.000 1.03 7,560.00
+ 91 Shire Pharmaceuticals Group Plc 41.188 0.00 3,748.06
+ 101 Teva Pharmaceutical Industries, Limited 71.938 0.29 7,265.69
82 Warner-Lambert Company 92.125 1.04 7,554.25
Precision Instruments
47 PE Corporation-PE Biosystems Group 159.813 0.21 7,511.19
- ---------- ------------
2,052 $ 151,024.46
========== ============
</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Biotechnology
<S> <C> <C> <C> <C>
17 Abgenix, Inc. $ 241.000 0.00% $ 4,097.00
15 Affymetrix, Inc. 259.313 0.00 3,889.69
118 Amgen, Inc. 65.063 0.00 7,677.38
77 Biogen, Inc. 101.250 0.00 7,796.25
15 Celera Genomics 248.000 0.00 3,720.00
136 Cephalon, Inc. 54.875 0.00 7,463.00
46 Genentech, Inc. 164.000 0.00 7,544.00
66 Gilead Sciences, Inc. 60.063 0.00 3,964.13
26 Human Genome Sciences, Inc. 149.563 0.00 3,888.63
25 Immunex Corporation 145.500 0.00 3,637.50
45 MedImmune, Inc. 169.500 0.00 7,627.50
34 Millennium Pharmaceuticals, Inc. 216.125 0.00 7,348.25
108 QLT PhotoTherapeutics, Inc. 71.125 0.00 7,681.50
Generic Drugs
121 Alpharma, Inc. 30.750 0.59 3,720.75
107 IVAX Corporation 34.688 0.00 3,711.56
Pharmaceuticals
122 Allergan, Inc. 60.000 0.53 7,320.00
126 Biovail Corporation International 60.875 0.00 7,670.25
61 Bristol-Myers Squibb Company 61.375 1.60 3,743.88
61 Forest Laboratories, Inc. 60.000 0.00 3,660.00
54 Jones Pharma, Inc. 68.875 0.12 3,719.25
77 Medicis Pharmaceutical Corporation 47.750 0.00 3,676.75
58 Merck & Company, Inc. 66.000 1.76 3,828.00
216 Pfizer, Inc. 35.000 1.03 7,560.00
+ 91 Shire Pharmaceuticals Group Plc 41.188 0.00 3,748.06
+ 101 Teva Pharmaceutical Industries, Limited 71.938 0.29 7,265.69
82 Warner-Lambert Company 92.125 1.04 7,554.25
Precision Instruments
47 PE Corporation-PE Biosystems Group 159.813 0.21 7,511.19
- ---------- ------------
2,052 $ 151,024.46
========== ============
</TABLE>

See "Notes to Portfolios".

Global Wireless Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of U.S. and foreign stocks of companies diversified within the
wireless telecommunications industry. In an age of constant technological
advances, people want convenient and affordable items to make their lives
easier. Improvements in technology seek to make tools faster, more powerful,
smaller, and more user-friendly. While initially cost prohibitive, Van Kampen
believes that wireless phones and service providers have witnessed growth in
recent years because competition and improved technologies have brought the
price of airtime and phones down.

The wireless telecommunication industry is truly global. Wireless companies
have seen new opportunities due to strong growth in subscriber demand in many
regions around the world. In developing countries where communication systems
either do not exist or are very primitive, wireless systems have been growing
and are expected to continue to grow because they are more cost effective to set
up than traditional wireline systems.

The industry is beginning to use developing technologies to provide more
services. It is already possible to get Internet access through some wireless
phones and data and information delivery may be available in the future. As
bandwidth and digital information processing technologies continue to improve
and grow, wireless communications will reap the benefits. Consider the
following:

o Industry reports estimate that nearly 250 million subscribers worldwide
have moved to forms of wireless technology. The number of subscribers has
nearly tripled over the past three years. (Standard & Poor's Industry
Surveys, Telecommunications: Wireless).

o Only the growth of the Internet has been faster than wireless service
companies and equipment manufacturers recently. Revenues for U.S. based
wireless services are projected to be nearly $50 billion in 2000. (Standard
& Poor's Industry Surveys, Telecommunications: Wireless).

o The role of wireless should expand over time until it becomes a commonplace
part of everyday life. Wireless is the ideal solution in a data rich
environment reliant on fast-paced communications.

o Industry reports project that global wireless subscribers could grow from a
projected 469 million at the end of 1999 to 1,26 billion in 2005 -- a
global penetration of nearly 20% up from about 7.5% today. (The Yankee
Group 1999).

o By 2004, one-third of all Europeans are estimated to regularly use their
mobile phones to access Internet services. (Forrester Research 1999).

o Standard & Poor's estimates that the percentage of U.S. consumers using
wireless services will grow from 4.30% in 1992 to 35% by the end of 2000.
(Standard & Poor's Industry Surveys, Telecommunications: Wireless, July
1999. Based on Census Bureau and Cellular Telecommunications Industry
Association data).

We cannot guarantee that your Trust will achieve its objective. The value of
your Units may fall below the price you paid for the Units. You should read the
"Risk Factors" section before you invest.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Infrastructure
<S> <C> <C> <C> <C>
+ 24 ARM Holding Plc $ 216.000 0.00% $ 5,184.00
45 Conexant Systems, Inc. 111.500 0.00 5,017.50
29 Corning, Inc. 178.000 0.40 5,162.00
+ 56 Telefonaktiebolaget LM Ericsson
(Ericsson AB) 86.500 0.24 4,844.00
40 Harmonic, Inc. 122.875 0.00 4,915.00
24 InfoSpace.com, Inc. 200.500 0.00 4,812.00
54 Kopin Corporation 91.125 0.00 4,920.75
33 Motorola, Inc. 147.125 0.33 4,855.13
+ 26 Nokia Oyj 194.000 0.19 5,044.00
3 41 Nortel Networks Corporation 120.500 0.12 4,940.50
42 Phone.com, Inc. 118.813 0.00 4,990.13
39 QUALCOMM, Inc. 127.125 0.00 4,957.88
3 46 Research in Motion, Limited 116.750 0.00 5,370.50
49 RF Micro Devices, Inc. 102.125 0.00 5,004.13
21 TriQuint Semiconductor, Inc. 240.625 0.00 5,053.13
Carriers
102 AT&T Corporation 48.438 1.82 4,940.63
+ 29 China Telecom (Hong Kong), Limited 170.000 0.00 4,930.00
+ 58 Deutsche Telekom AG 85.375 0.55 4,951.75
+ 63 Millicom International Cellular S.A. 76.000 0.00 4,788.00
40 Nextel Communications, Inc. 125.375 0.00 5,015.00
+ 8 NTT Mobile Communcations Network, Inc. 171.126 0.00 1,369.01
+ 7 Orange Plc 206.250 0.00 1,443.75
3 30 Rogers Cantel Mobile Communications, Inc. 46.063 0.00 1,381.88
+ 112 SK Telecom Company, Limited 43.125 0.00 4,830.00
102 Sprint Corporation (PCS Group) 47.938 0.00 4,889.63
+ 84 Tele Sudeste Celular Participacoes S.A. 60.250 0.00 5,061.00
+ 26 Telecom Italia SpA 189.750 0.00 4,933.50
+ 54 Telefonica S.A. 92.250 0.00 4,981.50
34 VoiceStream Wireless Corporation 150.625 0.00 5,121.25
90 Western Wireless Corporation 52.938 0.00 4,764.38
- ---------- ------------
1,408 $ 138,471.93
========== ============
</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Infrastructure
<S> <C> <C> <C> <C>
+ 24 ARM Holding Plc $ 216.000 0.00% $ 5,184.00
45 Conexant Systems, Inc. 111.500 0.00 5,017.50
29 Corning, Inc. 178.000 0.40 5,162.00
+ 56 Telefonaktiebolaget LM Ericsson
(Ericsson AB) 86.500 0.24 4,844.00
40 Harmonic, Inc. 122.875 0.00 4,915.00
24 InfoSpace.com, Inc. 200.500 0.00 4,812.00
54 Kopin Corporation 91.125 0.00 4,920.75
33 Motorola, Inc. 147.125 0.33 4,855.13
+ 26 Nokia Oyj 194.000 0.19 5,044.00
3 41 Nortel Networks Corporation 120.500 0.12 4,940.50
42 Phone.com, Inc. 118.813 0.00 4,990.13
39 QUALCOMM, Inc. 127.125 0.00 4,957.88
3 46 Research in Motion, Limited 116.750 0.00 5,370.50
49 RF Micro Devices, Inc. 102.125 0.00 5,004.13
21 TriQuint Semiconductor, Inc. 240.625 0.00 5,053.13
Carriers
102 AT&T Corporation 48.438 1.82 4,940.63
+ 29 China Telecom (Hong Kong), Limited 170.000 0.00 4,930.00
+ 58 Deutsche Telekom AG 85.375 0.55 4,951.75
+ 63 Millicom International Cellular S.A. 76.000 0.00 4,788.00
40 Nextel Communications, Inc. 125.375 0.00 5,015.00
+ 8 NTT Mobile Communcations Network, Inc. 171.126 0.00 1,369.01
+ 7 Orange Plc 206.250 0.00 1,443.75
3 30 Rogers Cantel Mobile Communications, Inc. 46.063 0.00 1,381.88
+ 112 SK Telecom Company, Limited 43.125 0.00 4,830.00
102 Sprint Corporation (PCS Group) 47.938 0.00 4,889.63
+ 84 Tele Sudeste Celular Participacoes S.A. 60.250 0.00 5,061.00
+ 26 Telecom Italia SpA 189.750 0.00 4,933.50
+ 54 Telefonica S.A. 92.250 0.00 4,981.50
34 VoiceStream Wireless Corporation 150.625 0.00 5,121.25
90 Western Wireless Corporation 52.938 0.00 4,764.38
- ---------- ------------
1,408 $ 138,471.93
========== ============

</TABLE>

See "Notes to Portfolios".

Internet Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies primarily involved in the enabling
technology or communication services areas of the Internet. The Internet is an
electronic communications network that connects computer networks and
organizational computer facilities around the world. With a computer and access
to the Internet you are connected to the world. You can gather information, have
a conversation, conduct research, make a reservation, conduct business or pay a
bill. This Trust may offer the potential to benefit from one of the latest
technological innovations. The use of Internet-based applications has increased
workers' productivity in part by enabling employees to share information and
ideas with the rest of the company almost instantly. Additionally, the Internet
is providing the means to establish a national or global presence without having
to establish physical infrastructure. Van Kampen believes that recent trends may
suggest growth potential within the Internet industry, such as:

o Internet commerce is estimated to grow from approximately $37 billion in
1998 to over $707 billion in 2003. International Data Corporation, August,
1999.

o More than half of homes now have a personal computer, and Internet use has
increased from 25% of homes to 37% of homes. During the first three
quarters of 1999, consumer purchases online grew 112% over 1998 based on
estimates by International Data Corporation, December, 1999.

o Internet penetration may grow to 65 percent of all U.S. workers and 50
percent of all U.S. households by the year 2003. University of Texas,
October, 1999.

o International Data Corporation estimates that 500 million individuals could
use online services worldwide by the year 2003. International Data
Corporation, August, 1999.

o Forrester Research estimates that consumer and business Internet purchasing
could surpass $3.2 trillion by the year 2003.

No one can guarantee that these trends will continue or be realized. No one
can guarantee that continuation of these trends or realization of these
estimates will have a positive impact on the performance of your investment.

According to International Data Corporation (November 3, 1999), the worldwide
Internet economy could exceed $1 trillion in 2001 and could reach $3 trillion by
2003. E-commerce appears to be spreading beyond the United States boundaries.
Market research firm International Data Corporation (August 25, 1999) reports
that almost 60% of the world's online population resides outside the United
States, and non-U.S. Internet commerce is expected to grow from 26% of worldwide
e-commerce spending in 1998 to 46% by 2003. Of course, no one can guarantee that
these trends will continue or that projected figures will be realized.

Of course, we cannot guarantee that your Trust will achieve its objective.
The value of your Units may fall below the price you paid for the Units. Stocks
of internet-related companies have been subject to extreme price volatility and
speculative trading. Many Internet-related stocks have recently exhibited
above-average price appreciation during a period of a generally rising stock
market. No one can assure you that this will continue or that the performance of
Internet stocks will replicate the performance exhibited in the past. These
Trusts are appropriate for aggressive investors or as an aggressive growth
component of your investment portfolio. You should read the "Risk Factors"
section before you invest.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Bandwidth
<S> <C> <C> <C> <C>
18 Applied Micro Circuits Corporation $ 219.063 0.00% $ 3,943.13
22 Broadcom Corporation 171.813 0.00 3,779.88
29 Cisco Systems, Inc. 130.500 0.00 3,784.50
34 Conexant Systems, Inc. 111.500 0.00 3,791.00
22 Corning, Inc. 178.000 0.40 3,916.00
19 JDS Uniphase Corporation 202.625 0.00 3,849.88
17 Juniper Networks, Inc. 204.063 0.00 3,469.06
3 31 Nortel Networks Corporation 120.500 0.12 3,735.50
29 PMC-Sierra, Inc. 130.000 0.00 3,770.00
17 Redback Networks, Inc. 213.000 0.00 3,621.00
11 SDL, Inc. 338.438 0.00 3,722.81
35 Sycamore Networks, Inc. 109.250 0.00 3,823.75
59 Vitesse Semiconductor Corporation 64.625 0.00 3,812.88
Business-to-Business/Business-to-Consumer
18 Ariba, Inc. 213.250 0.00 3,838.50
21 BroadVision, Inc. 181.000 0.00 3,801.00
16 FreeMarkets, Inc. 229.938 0.00 3,679.00
18 Vignette Corporation 215.000 0.00 3,870.00
E-Consulting/Services
44 Scient Corporation 87.250 0.00 3,839.00
36 Viant Corporation 110.938 0.00 3,993.75
Hardware
40 Sun Microsystems, Inc. 91.375 0.00 3,655.00
Internet Portfolio
32 CMGI, Inc. 115.500 0.00 3,696.00
Portals
22 Yahoo!, Inc. 165.750 0.00 3,646.50
Security
3 22 Check Point Software Technologies, Limited 172.000 0.00 3,784.00
18 VeriSign, Inc. 201.500 0.00 3,627.00
Service
67 America Online, Inc. 55.313 0.00 3,705.94
33 DoubleClick, Inc. 108.438 0.00 3,578.44
31 Exodus Communications, Inc. 117.250 0.00 3,634.75
50 Gemstar International Group, Limited 74.875 0.00 3,743.75
18 InfoSpace.com, Inc. 200.500 0.00 3,609.00
32 Inktomi Corporation 114.188 0.00 3,654.00
37 Microsoft Corporation 99.625 0.00 3,686.13
12 Network Solutions, Inc. 306.500 0.00 3,678.00
43 RealNetworks, Inc. 87.125 0.00 3,746.38
Software
32 Phone.com, Inc. 118.813 0.00 3,802.00
Storage
17 Brocade Communications Systems, Inc. 222.000 0.00 3,774.00
32 EMC Corporation 115.000 0.00 3,680.00
30 Emulex Corporation 119.125 0.00 3,573.75
37 Qlogic Corporation 104.500 0.00 3,866.50
21 VERITAS Software Corporation 168.563 0.00 3,539.81
Wireless
29 QUALCOMM, Inc. 127.125 0.00 3,686.63
- ---------- ------------
1,151 $ 149,408.22
========== ============
</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Bandwidth
<S> <C> <C> <C> <C>
18 Applied Micro Circuits Corporation $ 219.063 0.00% $ 3,943.13
22 Broadcom Corporation 171.813 0.00 3,779.88
29 Cisco Systems, Inc. 130.500 0.00 3,784.50
34 Conexant Systems, Inc. 111.500 0.00 3,791.00
22 Corning, Inc. 178.000 0.40 3,916.00
19 JDS Uniphase Corporation 202.625 0.00 3,849.88
17 Juniper Networks, Inc. 204.063 0.00 3,469.06
3 31 Nortel Networks Corporation 120.500 0.12 3,735.50
29 PMC-Sierra, Inc. 130.000 0.00 3,770.00
17 Redback Networks, Inc. 213.000 0.00 3,621.00
11 SDL, Inc. 338.438 0.00 3,722.81
35 Sycamore Networks, Inc. 109.250 0.00 3,823.75
59 Vitesse Semiconductor Corporation 64.625 0.00 3,812.88
Business-to-Business/Business-to-Consumer
18 Ariba, Inc. 213.250 0.00 3,838.50
21 BroadVision, Inc. 181.000 0.00 3,801.00
16 FreeMarkets, Inc. 229.938 0.00 3,679.00
18 Vignette Corporation 215.000 0.00 3,870.00
E-Consulting/Services
44 Scient Corporation 87.250 0.00 3,839.00
36 Viant Corporation 110.938 0.00 3,993.75
Hardware
40 Sun Microsystems, Inc. 91.375 0.00 3,655.00
Internet Portfolio
32 CMGI, Inc. 115.500 0.00 3,696.00
Portals
22 Yahoo!, Inc. 165.750 0.00 3,646.50
Security
3 22 Check Point Software Technologies, Limited 172.000 0.00 3,784.00
18 VeriSign, Inc. 201.500 0.00 3,627.00
Service
67 America Online, Inc. 55.313 0.00 3,705.94
33 DoubleClick, Inc. 108.438 0.00 3,578.44
31 Exodus Communications, Inc. 117.250 0.00 3,634.75
50 Gemstar International Group, Limited 74.875 0.00 3,743.75
18 InfoSpace.com, Inc. 200.500 0.00 3,609.00
32 Inktomi Corporation 114.188 0.00 3,654.00
37 Microsoft Corporation 99.625 0.00 3,686.13
12 Network Solutions, Inc. 306.500 0.00 3,678.00
43 RealNetworks, Inc. 87.125 0.00 3,746.38
Software
32 Phone.com, Inc. 118.813 0.00 3,802.00
Storage
17 Brocade Communications Systems, Inc. 222.000 0.00 3,774.00
32 EMC Corporation 115.000 0.00 3,680.00
30 Emulex Corporation 119.125 0.00 3,573.75
37 Qlogic Corporation 104.500 0.00 3,866.50
21 VERITAS Software Corporation 168.563 0.00 3,539.81
Wireless
29 QUALCOMM, Inc. 127.125 0.00 3,686.63
- ---------- ------------
1,151 $ 149,408.22
========== ============
</TABLE>

See "Notes to Portfolios".

Morgan Stanley High-Technology 35 IndexSM Trusts

Each Trust seeks to provide capital appreciation through an investment in a
portfolio of the common stocks included in the Morgan Stanley High-Technology 35
IndexSM on the Initial Date of Deposit. In creating the index, the Morgan Stan
ley Technology Research Group sought to design a benchmark that provides broad
industry representation of equally-weighted, highly liquid, pure technology
companies that is rebalanced annually. Morgan Stanley set the index value to 200
as of the close of trading on December 16, 1994. The American Stock Exchange
computes the value of the index in real-time during trading hours under the
symbol "MSH". The index is the exclusive property and is a service mark of
Morgan Stanley.

Pure Technology. The index includes 35 pure technology companies representing
the full breadth of technology industry segments. These segments include
Computer Services, Networking and Telecommunications Equipment, PC Hardware and
Peripherals, Electronic Connectors and Components, Server/Technical Software,
Wireless Telecommunications Equipment, Semiconductor Capital Equipment, PC
Software/Internet/New Media and Server Hardware and Semiconductors. The index
attempts to include bellwether stocks that provide a balanced representation of
these sub-industries. The index includes only electronics-based technology
companies and excludes biotechnology, medical, test and instrumentation
companies.

Equal Weighting. The index is an equal weighted index that includes large and
small industry bellwether stocks. The index seeks to minimize the pitfalls of
market capitalization indexes. Morgan Stanley believes that market
capitalization indexes fail to accommodate the wide range of market
capitalizations and revenue bases common to the technology industry.

Rebalancing. Morgan Stanley rebalances the index to an equal weighting per
company on the third Friday of each December. This allows stocks that appreciate
during the year to command increasing influence in the index while guarding
against the long-term negatives of a market-capitalization weighted index. We
will not rebalance your Trust portfolio annually. Changes in the index will not
necessarily result in changes in your portfolio. However, we may offer
additional portfolios each year that include the current index components and
weightings.

As with any investment, we cannot guarantee that your Trust will achieve its
objective. The value of your Units may fall below the price you paid for the
Units. You should read the "Risk Factors" Section before you invest.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Computer Business & Software
<S> <C> <C> <C> <C>
75 Automatic Data Processing, Inc. $ 46.313 0.76% $ 3,473.44
64 Electronic Data Systems Corporation 72.875 0.82 4,664.00
83 First Data Corporation 46.563 0.17 3,864.69
Electronics Manufacturing Services
44 Solectron Corporation 65.375 0.00 2,876.50
Enterprise Software/Technical Software
64 Computer Associates International, Inc. 69.313 0.12 4,436.00
81 Oracle Corporation 62.188 0.00 5,037.19
123 Parametric Technology Corporation 22.500 0.00 2,767.50
179 PeopleSoft, Inc. 24.063 0.00 4,307.19
Internet & PC Software
40 Amazon.com, Inc. 74.438 0.00 2,977.50
45 America Online, Inc. 55.313 0.00 2,489.06
47 Electronic Arts, Inc. 83.875 0.00 3,942.13
72 Intuit, Inc. 59.750 0.00 4,302.00
33 Microsoft Corporation 99.625 0.00 3,287.63
21 Yahoo!, Inc. 165.750 0.00 3,480.75
Networking & Telecom Equipment
77 3Com Corporation 67.000 0.00 5,159.00
32 Broadcom Corporation 171.813 0.00 5,498.00
38 Cisco Systems, Inc. 130.500 0.00 4,959.00
33 JDS Uniphase Corporation 202.625 0.00 6,686.63
47 Lucent Technologies, Inc. 53.375 0.15 2,508.63
29 Motorola, Inc. 147.125 0.33 4,266.63
3 42 Nortel Networks Corporation 120.500 0.12 5,061.00
59 Tellabs, Inc. 60.563 0.00 3,573.19
PC Hardware & Data Storage
152 Compaq Computer Corporation 24.625 0.41 3,743.00
82 Dell Computer Corporation 36.438 0.00 2,987.88
86 Seagate Technology, Inc. 46.125 0.00 3,966.75
Semiconductor Capital Equipment
34 Applied Materials, Inc. 161.188 0.00 5,480.38
Semiconductors
46 Intel Corporation 109.875 0.11 5,054.25
53 Micron Technology, Inc. 67.750 0.00 3,590.75
+ 26 STMicroelectronics N.V. 208.000 0.03 5,408.00
37 Texas Instruments, Inc. 134.625 0.13 4,981.13
91 Xilinx, Inc. 61.938 0.00 5,636.31
Server & Enterprise Hardware
40 EMC Corporation 115.000 0.00 4,600.00
36 Hewlett-Packard Company 124.250 0.52 4,473.00
35 International Business Machines Corporation 116.000 0.41 4,060.00
50 Sun Microsystems, Inc. 91.375 0.00 4,568.75
- ---------- ------------
2,096 $ 148,167.86
========== ============

</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Computer Business & Software
<S> <C> <C> <C> <C>
75 Automatic Data Processing, Inc. $ 46.313 0.76% $ 3,473.44
64 Electronic Data Systems Corporation 72.875 0.82 4,664.00
83 First Data Corporation 46.563 0.17 3,864.69
Electronics Manufacturing Services
44 Solectron Corporation 65.375 0.00 2,876.50
Enterprise Software/Technical Software
64 Computer Associates International, Inc. 69.313 0.12 4,436.00
81 Oracle Corporation 62.188 0.00 5,037.19
123 Parametric Technology Corporation 22.500 0.00 2,767.50
179 PeopleSoft, Inc. 24.063 0.00 4,307.19
Internet & PC Software
40 Amazon.com, Inc. 74.438 0.00 2,977.50
45 America Online, Inc. 55.313 0.00 2,489.06
47 Electronic Arts, Inc. 83.875 0.00 3,942.13
72 Intuit, Inc. 59.750 0.00 4,302.00
33 Microsoft Corporation 99.625 0.00 3,287.63
21 Yahoo!, Inc. 165.750 0.00 3,480.75
Networking & Telecom Equipment
77 3Com Corporation 67.000 0.00 5,159.00
32 Broadcom Corporation 171.813 0.00 5,498.00
38 Cisco Systems, Inc. 130.500 0.00 4,959.00
33 JDS Uniphase Corporation 202.625 0.00 6,686.63
47 Lucent Technologies, Inc. 53.375 0.15 2,508.63
29 Motorola, Inc. 147.125 0.33 4,266.63
3 42 Nortel Networks Corporation 120.500 0.12 5,061.00
59 Tellabs, Inc. 60.563 0.00 3,573.19
PC Hardware & Data Storage
152 Compaq Computer Corporation 24.625 0.41 3,743.00
82 Dell Computer Corporation 36.438 0.00 2,987.88
86 Seagate Technology, Inc. 46.125 0.00 3,966.75
Semiconductor Capital Equipment
34 Applied Materials, Inc. 161.188 0.00 5,480.38
Semiconductors
46 Intel Corporation 109.875 0.11 5,054.25
53 Micron Technology, Inc. 67.750 0.00 3,590.75
+ 26 STMicroelectronics N.V. 208.000 0.03 5,408.00
37 Texas Instruments, Inc. 134.625 0.13 4,981.13
91 Xilinx, Inc. 61.938 0.00 5,636.31
Server & Enterprise Hardware
40 EMC Corporation 115.000 0.00 4,600.00
36 Hewlett-Packard Company 124.250 0.52 4,473.00
35 International Business Machines Corporation 116.000 0.41 4,060.00
50 Sun Microsystems, Inc. 91.375 0.00 4,568.75
- ---------- ------------
2,096 $ 148,167.86
========== ============

</TABLE>

See "Notes to Portfolios".

Semiconductor Trusts

Each Trust seeks to increase the value of your Units over time by investing
in a portfolio of common stocks of companies diversified within the
semiconductor industry. Semiconductors support equipment that allows your
personal computers, mobile phones, VCRs, DVD players, automobiles, stereos,
personal digital assistants, home appliances, and some children's toys to
function. Semiconductors are the microchips and microprocessors that enable
electronic devices to process millions of bits of data in a fraction of a
second. These chips and processors are also responsible for remembering the
information stored in your electronic devices after you turn them off.
Semiconductors were the critical factor that ignited the computer industry
revolution and they are the key to the development of almost every technology
today. Without continued development in this industry, technological tools will
go no further.

The pace of change in the semiconductor industry is rapid, driven by fierce
competition and ever-improving technology. Innovations are constantly improving
chips and enable them to perform ever more powerful computing tasks at ever
increasing speeds.

The emergence of a global, networked economy that values rapid exchanges of
information is changing the face of the industry. The development of the
networking infrastructure, the proliferation of the Internet and wireless
communications and the need for greater bandwidth all suggest continued demand
for semiconductor devices upon which the information age relies. Consider the
following:

o In a study released in 1998, the Semiconductor Industry Association (SIA)
reported that among all manufacturing sectors, the chip industry has become
the leading contributor to the nation's Gross Domestic Product. This figure
is 20% higher than that of the motor vehicle parts and accessories
industry.

o The Semiconductor Industry Association's 1999 forecast calls for the
industry to grow 21% with sales of $174 billion in 2000, with continued
growth of 20% in 2001 and $209 billion in sales.

o Standard & Poor's believes that the semiconductor industry is in the early
stages of a multi-year recovery. (Standard & Poor's Industry Surveys,
Semiconductors).

o Van Kampen believes that semiconductor unit volume sales have grown
sufficiently to offset the impact of falling prices. Since 1974, this
relationship between falling prices and unit volume growth has produced
annual industry sales growth averaging 17%. (Standard & Poor's Industry
Surveys, Semiconductors).

o Market research firm International Data Corp. predicts that computers
selling for less than $1,500 could grow from a recent 39% of the U.S.
consumer market to nearly 50% in 2001.

Series A Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Analog Semiconductors
<S> <C> <C> <C> <C>
42 Analog Devices, Inc. $ 117.000 0.00% $ 4,914.00
+ 24 STMicroelectronics N.V. 208.000 0.03 4,992.00
Application Specific Integrated Circuits (ASICs)
21 GlobeSpan, Inc. 229.875 0.00 4,827.38
48 LSI Logic Corporation 104.125 0.00 4,998.00
39 QUALCOMM, Inc. 127.125 0.00 4,957.88
Communication Integrated Circuits (ICs)
24 Applied Micro Circuits Corporation 219.063 0.00 5,257.50
29 BroadCom Corporation 171.813 0.00 4,982.56
46 Conexant Systems, Inc. 111.500 0.00 5,129.00
38 PMC-Sierra, Inc. 130.000 0.00 4,940.00
64 TranSwitch Corporation 74.500 0.00 4,768.00
77 Vitesse Semiconductor Corporation 64.625 0.00 4,976.13
Digital Signal Processors (DSPs)
36 Texas Instruments, Inc. 134.625 0.13 4,846.50
Flash
33 SanDisk 152.438 0.00 5,030.44
Foundries
+ 78 Taiwan Semiconductor Manufacturing
Company, Limited 62.000 0.00 4,836.00
Microprocessors
+ 24 ARM Holding Plc 216.000 0.00 5,184.00
46 Intel Corporation 109.875 0.11 5,054.25
Programmable Logic Devices (PLDs)
84 Xilinx, Inc. 61.938 0.00 5,202.75
Radio Frequency ICs
36 Alpha Industries, Inc. 137.938 0.00 4,965.75
38 ANADIGICS, Inc. 137.000 0.00 5,206.00
54 Kopin Corporation 91.125 0.00 4,920.75
49 RF Micro Devices, Inc. 102.125 0.00 5,004.13
21 TriQuint Semiconductor, Inc. 240.625 0.00 5,053.13
Semiconductor Capital Equipment
31 Applied Materials, Inc. 161.188 0.00 4,996.81
3 37 ASM Lithography Holding N.V. 133.750 0.00 4,948.75
74 KLA-Tencor Corporation 67.750 0.00 5,013.50
62 PRI Automation 82.250 0.00 5,099.50
64 Teradyne, Inc. 77.313 0.00 4,948.00
Silicon Carbide
29 Cree, Inc. 181.000 0.00 5,249.00
Storage ICs
41 Emulex Corporation 119.125 0.00 4,884.13
49 Qlogic Corporation 104.500 0.00 5,120.50
- ---------- ------------
1,338 $ 150,306.34
========== ============

</TABLE>

See "Notes to Portfolios".

Series B Portfolio
- --------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities
of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2)
---------- ----------------------------------- --------------- ----------- ------------
Analog Semiconductors
<S> <C> <C> <C> <C>
42 Analog Devices, Inc. $ 117.000 0.00% $ 4,914.00
+ 24 STMicroelectronics N.V. 208.000 0.03 4,992.00
Application Specific Integrated Circuits (ASICs)
21 GlobeSpan, Inc. 229.875 0.00 4,827.38
48 LSI Logic Corporation 104.125 0.00 4,998.00
39 QUALCOMM, Inc. 127.125 0.00 4,957.88
Communication Integrated Circuits (ICs)
24 Applied Micro Circuits Corporation 219.063 0.00 5,257.50
29 BroadCom Corporation 171.813 0.00 4,982.56
46 Conexant Systems, Inc. 111.500 0.00 5,129.00
38 PMC-Sierra, Inc. 130.000 0.00 4,940.00
64 TranSwitch Corporation 74.500 0.00 4,768.00
77 Vitesse Semiconductor Corporation 64.625 0.00 4,976.13
Digital Signal Processors (DSPs)
36 Texas Instruments, Inc. 134.625 0.13 4,846.50
Flash
33 SanDisk 152.438 0.00 5,030.44
Foundries
+ 78 Taiwan Semiconductor Manufacturing
Company, Limited 62.000 0.00 4,836.00
Microprocessors
+ 24 ARM Holding Plc 216.000 0.00 5,184.00
46 Intel Corporation 109.875 0.11 5,054.25
Programmable Logic Devices (PLDs)
84 Xilinx, Inc. 61.938 0.00 5,202.75
Radio Frequency ICs
36 Alpha Industries, Inc. 137.938 0.00 4,965.75
38 ANADIGICS, Inc. 137.000 0.00 5,206.00
54 Kopin Corporation 91.125 0.00 4,920.75
49 RF Micro Devices, Inc. 102.125 0.00 5,004.13
21 TriQuint Semiconductor, Inc. 240.625 0.00 5,053.13
Semiconductor Capital Equipment
31 Applied Materials, Inc. 161.188 0.00 4,996.81
3 37 ASM Lithography Holding N.V. 133.750 0.00 4,948.75
74 KLA-Tencor Corporation 67.750 0.00 5,013.50
62 PRI Automation 82.250 0.00 5,099.50
64 Teradyne, Inc. 77.313 0.00 4,948.00
Silicon Carbide
29 Cree, Inc. 181.000 0.00 5,249.00
Storage ICs
41 Emulex Corporation 119.125 0.00 4,884.13
49 Qlogic Corporation 104.500 0.00 5,120.50
- ---------- ------------
1,338 $ 150,306.34
========== ============

</TABLE>

See "Notes to Portfolios".

Notes to Portfolios

(1) The Securities are initially represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. Contracts to acquire Securities were entered into on
February 14, 2000 and have a settlement date of February 17, 2000 (see "The
Trusts").

(2) The market value of each Security is based on the most recent closing sale
price as of the close of the New York Stock Exchange on the business day
prior to the Initial Date of Deposit. Other information regarding the
Securities, as of the Initial Date of Deposit, is as follows:
<TABLE>
<CAPTION>

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
<S> <C> <C>
Bandwidth & Telecommunications Series A $149,506 $ 192
Bandwidth & Telecommunications Series B $149,506 $ 192
Biotechnology & Pharmaceutical Series A $150,832 $ 192
Biotechnology & Pharmaceutical Series B $150,832 $ 192
Global Wireless Series A $138,465 $ 7
Global Wireless Series B $138,465 $ 7
Internet Series A $149,514 $ (106)
Internet Series B $149,514 $ (106)
High-Tech Index Series A $148,187 $ (19)
High-Tech Index Series B $148,187 $ (19)
Semiconductor Series A $150,425 $ (119)
Semiconductor Series B $150,425 $ (119)
</TABLE>

"+" indicates that the stock is held in the form American Depositary Receipts
or similar receipts.

"3" indicates that the stock is a foreign common stock traded on a U.S.
securities exchange.

(3) Current Dividend Yield for each Security is based on the estimated annual
dividends per share and the Security's market value as of the most recent
close of trading on the New York Stock Exchange on the business day prior
to the Initial Date of Deposit. Estimated annual dividends per share are
calculated by annualizing the most recently declared dividends or by adding
the most recent interim and final dividends declared and reflect any
foreign withholding taxes.

The Securities. A brief description of each of the issuers of the Securities
is listed below.

Bandwidth & Telecommunications Trusts

Allegiance Telecom, Inc. Allegiance Telecom, Inc. provides telecommunications
services to business, government, and other institutional users in major
metropolitan areas across the United States. The company offers
telecommunications products and services including local exchange, local access,
domestic and international long distance, enhanced video and data, and a suite
of Internet services.

Applied Micro Circuits Coporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

AT&T Corporation. AT&T Corporation offers communication services and
products. The company provides voice, data, and video telecommunications
services to consumers, large and small businesses, and government entities. AT&T
and its subsidiaries furnish regional, domestic, international, and local
telecommunication services. The company also provides cellular telephone and
wireless services, as well as other services.

Broadcom Corporation. Broadcom Corporation provides integrated silicon
solutions that enable broadband digital data transmission of voice, data, and
video content to the home and within the business enterprise. The company
designs, develops, and supplies integrated circuits for cable set-top boxes,
cable modems, high-speed networking, direct satellite and digital broadcast, and
digital subscriber line.

Brocade Communications Systems, Inc. Brocade Communications Systems, Inc.
provides switching solutions for storage area networks (SAN). The company's
switching solutions utilize the fiber channel interconnect protocol. Brocade's
family of SilkWorm switches enables a company to manage growth of its data
storage requirements, improve the data transfer performance, and increase the
size of its SAN.

China Telecom (Hong Kong), Limited. China Telecom (Hong Kong), Limited
provides cellular telecommunications services in the People's Republic of China.

Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products to
the corporate enterprise and public wide area service provider markets. The
company offers a variety of products including routers, LAN switches, frame
relay/ATM, and remote access concentrators. Cisco's clients include utilities,
corporations, universities, governments, and small to medium-size businesses
worldwide.

COLT Telecom Group Plc. COLT Telecom Group Plc provides telecommunications
and internet services to commercial and governmental customers in Europe. The
company currently has operations in twenty European cities in nine countries and
plans to be providing service in approximately 30 additional cities by the end
of 2001.

Conexant Systems, Inc. Conexant Systems, Inc. provides semiconductor products
for communications applications. The company develops and manufactures
system-level solutions that use mixed-signal processing technology to combine
analog and digital functions. Conexant's portfolio of applications include
modems, asynchronous transfer mode networking, video, imaging, and digital
subscriber line technology.

Corning, Inc. Corning, Inc. conducts operations in the communications and
specialty materials business segments. The company produces optical fiber,
cable, and photonic components for the telecommunications industry, as well as
produces high-performance displays and components for television and other
communications-related industries.

Extreme Networks, Inc. Extreme Networks, Inc. provides switching solutions
for local area networks (LAN). The company uses its custom ASICs and a common
hardware, software, and management architecture to offer customers LAN
solutions.

GlobeSpan, Inc. GlobeSpan, Inc. develops advanced digital subscriber line
(DSL) integrated circuits. The company's circuits enable high-speed data
transmission over the existing network of copper telephone wires known as the
local loop. GlobeSpan sells its circuits as chip sets to manufacturers of DSL
equipment for incorporation into products that are sold to telecommunications
service providers.

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

JDS Uniphase Corporation. JDS Uniphase Corporation provides advanced
fiberoptic components and modules. The company's products are sold to
telecommunications and cable television system providers worldwide. Products
include semiconductor lasers, high-speed external modulators, transmitters,
amplifiers, couplers, multiplexers, and optical switches. JDS also designs,
manufactures, and markets laser subsystems.

Juniper Networks, Inc. Juniper Networks, Inc. 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.

MCLeodUSA, Inc. McLeodUSA, Inc. provides communications services to business
and residential customers in the Midwestern and Rocky Mountain regions of the
United States. The company's communications services include local, long
distance, data, voice mail, paging, and Internet access.

Nextel Communications, Inc. Nextel Communications, Inc. provides digital and
analog wireless communications services to its customers in the United States.
The company markets its products under the Nextel brand name. Nextel's network
offers an integrated wireless communications tool with digital cellular,
text/numeric paging, and a digital two-way radio feature.

NEXTLINK Communications, Inc. NEXTLINK Communications, Inc. provides local,
long distance, and enhanced communications services to commercial customers. The
company operates 23 facilities-based networks providing switched local and long
distance services in 14 states. NEXTLINK's products consist of local and long
distance, calling cards, toll-free calling, voice messaging, and other
communications services.

Nortel Networks Corporation. Nortel Networks Corporation provides telephony,
data, wireless, and wireline products and services for the Internet. The company
serves carrier, service provider, and enterprise customers on a worldwide basis.

PMC-Sierra, Inc. PMC-Sierra, Inc. designs, develops, markets, and supports
semiconductor networking solutions. The company's products are used in the high
speed transmission and networking systems which are used to restructure the
global telecommunications and data communications infrastructure.

QLogic Corporation. QLogic Corporation designs and supplies semiconductor and
board-level input/output and enclosure management products. The company's
products provide interface connections between computer systems and their
attached data storage peripherals, such as hard disk drives, tape drives, and
subsystems. QLogic also provides enclosure management products that monitor and
communicate information.

QUALCOMM, Inc. QUALCOMM, Inc. develops and delivers digital wireless
communications products and services based on the company's CDMA digital
technology. The company's business areas include integrated CDMA chipsets and
systems software, technology licensing, Eudora email software for Windows and
Macintosh platforms, and satellite based systems including Omnitracs and
Globalstar systems.

Qwest Communications International, Inc. Qwest Communications International,
Inc. provides broadband Internet-based data, voice, and image communications for
businesses and consumers. The company's Qwest Macro Capacity Fiber Network
operates in North America. Qwest is also building a high-capacity European fiber
optic, Internet-based network with its joint venture partner.

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

Sprint Corporation (PCS Group). Sprint Corporation (PCS Group) operates a
100% digital, 100% personal cellular communication system (PCS) nationwide
wireless network in the United States. The company currently serves the United
States, Puerto Rico and the US Virgin Islands.

Sycamore Networks, Inc. Sycamore Networks, Inc. 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.

TranSwitch Corporation. TranSwitch Corporation designs, develops, markets,
and supports integrated digital and mixed-signal semiconductor solutions for the
telecommunications and data communications markets. The company's customers
primarily include original equipment manufacturers who incorporate its products
into networking equipment. TranSwitch sells its products worldwide.

Triquint Semiconductor, Inc. TriQuint Semiconductor, Inc. designs, develops,
manufactures, and markets a variety of high performance analog and mixed signal
integrated circuits for the communications markets. The company utilizes its
proprietary gallium arsenide technology to enable its products to overcome the
performance barriers of silicon devices in various applications. TriQuint's
products are sold worldwide.

Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation designs,
develops, manufactures, and markets digital high-bandwidth communications and
automatic test equipment (ATE) integrated circuits. The company's products
address the needs of telecommunications, data communications, and ATE equipment
manufacturers who demand a combination of high-speed, high-complexity, and
low-power dissipation.

VoiceStream Wireless Corporation. VoiceStream Wireless Corporation provides
personal communications services (PCS) under the "VoiceStream" brand name. The
company operates in urban areas primarily located in the Western United States.

Biotechnology & Pharmaceutical Trusts

Abgenix, Inc. Abgenix, Inc. is a biopharmaceutical company that develops
antibody therapeutic products for the treatment of a variety of disease
conditions. The company's products treat transplant-related diseases,
inflammatory and autoimmune disorders, and cancer. Abgenix utilizes its
XenoMouse technology to build a diversified product portfolio.

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

Allergan, Inc. Allergan, Inc. provides eye care and specialty pharmaceutical
products throughout the world. The company's products are marketed to the eye
care pharmaceutical, ophthalmic surgical device, over-the-counter contact lens
care, movement disorder, and dermatological markets. Allergan markets its
products under brand names such as Alphagan, Botox, and Complete.

Alpharma, Inc. Alpharma, Inc. develops, manufactures, and markets specialty,
generic and proprietary human pharmaceutical and animal health products. The
company's products include generic liquid and topical pharmaceuticals, specialty
antibiotics, animal health feed additives for poultry and livestock, and
vaccines for farmed fish. Alpharma has operations worldwide.

Amgen, Inc. Amgen, Inc. discovers, develops, manufactures, and markets human
therapeutics based on cellular and molecular biology. The company focuses its
research on secreted protein and small molecule therapeutics, with particular
emphasis on neuroscience and cancer. Amgen concentrates on the areas of
hematology, cancer, infectious disease, endocrinology, neurobiology, and
inflammation.

Biogen, Inc. Biogen, Inc. develops, manufactures, and markets drugs for human
health care. The company develops and tests products used for the treatment of
multiple sclerosis, kidney diseases, inflammatory diseases, and cardiovascular
diseases, as well as focuses on developmental biology and gene therapy. Biogen
sells AVONEX to treat relapsing forms of multiple sclerosis.

Biovail Corporation International. Biovail Corporation International is an
international full-service pharmaceutical company. The company formulates,
clinically tests, registers and manufactures drug products utilizing advanced
drug delivery technologies.

Bristol-Myers Squibb Company. Bristol-Myers Squibb Company is a diversified
worldwide health and personal care company that manufactures medicines and other
products. The company's products include therapies for various diseases and
disorders, consumer medicines, orthopedic devices, ostomy care, wound
management, nutritional supplements, infant formulas, and hair and skin care
products.

Celera Genomics. Celera Genomics 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.

Cephalon, Inc. Cephalon, Inc. discovers, develops, and markets
biopharmaceutical products to treat neurological disorders and cancer. The
company's PROVOGIL treats excessive daytime sleepiness associated with
narcolepsy.

Forest Laboratories, Inc. Forest Laboratories, Inc. develops, manufactures,
and sells both branded and generic forms of ehtical products which require a
physician's prescription. The company also manufactures non-prescription
pharmaceutical products sold over-the-counter, which are used for the treatment
of a wide range of illnesses. Forest's products are marketed in the United
States and eastern Europe.

Genentech, Inc. Genentech, Inc., a biotechnology company, discovers,
develops, manufactures, and markets human pharmaceuticals. The company markets
biotechnology products directly in the United States.

Gilead Sciences, Inc. Gilead Sciences, Inc. discovers, develops, and
commercializes therapeutics for viral diseases. The company markets VISTIDE for
the treatment of CMV retinitis, a sight-threatening viral infection in patients
with AIDS. Gilead is also developing products to treat diseases caused by HIV,
hepatitis B virus, and influenza virus.

Human Genome Sciences, Inc. Human Genome Sciences, Inc. researches and
develops proprietary pharmaceutical and diagnostic products. The company's
products predict, prevent, detect, treat, and cure disease based on the
discovery of human and microbial genes.

Immunex Corporation. Immunex Corporation is a biopharmaceutical company that
discovers, develops, manufactures, and markets therapeutic products. The
company's products are used to treat human diseases, including cancer,
infectious diseases, and immunological disorders. Immunex sells its products
around the world.

IVAX Corporation. IVAX Corporation researches, develops, manufactures, and
markets generic and branded pharmaceuticals in the United States and
international markets. The company's primary focus is pharmaceuticals with an
emphasis on oncology and respiratory products, as well as specialty generic
pharmaceuticals. IVAX also provides veterinary products and diagnostic products.

Jones Pharma, Inc. Jones Pharma, Inc. offers a variety of pharmaceuticals,
including endocrine, hospital, and veterinary products. The company's products
include pharmaceuticals for the treatment of hyperthroidism and hypothyroidism,
as well as a variety of pharmaceuticals for veterinary use. Jones also markets
pharmaceuticals used in the operating room and products for emergency and skin
care.

Medicis Pharmaceutical Corporation. Medicis Pharmaceutical Corporation
markets numerous prescription, non-prescription and over-the-counter products to
treat various dermatological conditions. The company currently markets
prescription brand products including DYNACIN, TRIAZ, LIDEX, SYNALAR, NOVACET,
ZONALON, LUSTRA, THERMYCIN Z, and BENZASHAVE.

MedImmune, Inc. MedImmune, Inc. develops and markets products that address
medical needs in areas such as infectious diseases, transplantation medicine,
autoimmune diseases and cancer. The company currently sells Synagis, RespiGam,
and CytoGam primarily in the United States.

Merck & Company, Inc. Merck & Company, Inc. is a global pharmaceutical
company that discovers, develops, manufactures, and markets a broad range of
human and animal health products. The company also provides pharmaceutical
benefit services. Merck's products include Zocor, a treatment for elevated
cholesterol, Pepcid anti-ulcerant, Primaxin antibiotic, and Propecia, a
treatment for male pattern hair loss.

Millennium Pharmaceuticals, Inc. Millennium Pharmaceuticals, Inc. is a drug
discovery and development company. The company incorporates large-scale
genetics, genomics, high throughput screening, and informatics in an integrated
life science and technology platform. The platform is applied in discovering and
developing proprietary therapeutic and diagnostic human healthcare products and
services.

PE Corp-PE Biosystems Group. PE Corp-PE Biosystems Group researches,
develops, manufactures, sells, and supports instrument systems, reagents, and
software for the pharmaceutical, biotechnology, environmental testing, food,
human indentification, agriculture, and chemical manufacturing industries. The
company also provides related consulting and contract research and development
services.

Pfizer, Inc. Pfizer, Inc. is a research-based, global pharmaceutical company
that discovers, develops, manufactures, and markets medicines for humans and
animals. The company's products include prescription pharmaceuticals,
non-prescription self-medications, and animal health products such as
anti-infective medicines and vaccines.

QLT PhotoTherapeutics, Inc. QLT PhotoTherapeutics, Inc. develops and
commercializes pharmaceutical products for use in photodynamic therapy. The
company currently provides PHOTOFRIN, a photodynamic therapy drug used in the
treatment of various cancers. QLT is also developing Visudyne, a therapy to
treat the wet form of age-related macular degeneration.

Shire Pharmaceuticals Group Plc. Shire Pharmaceuticals Group Plc specializes
in marketing, licensing and developing prescription medicines. The group focuses
on the prevention and treatment of osteoporosis and other metabolic bone
diseases, in addition to the treatment of selected disorders of the central
nervous system, particulary Alzheimer's Disease and chronic fatigue syndrome.

Teva Pharmaceutical Industries, Limited. Teva Pharmaceutical Industries,
Limited is a pharmaceutical company with more than 70% of its sales outside
Israel, primarily in the United States. The company develops, manufactures and
markets branded and generic human pharmaceuticals, bulk pharmaceutical
chemicals, medical disposable and veterinary products.

Warner-Lambert Company. Warner-Lambert Company discovers, develops,
manufactures, and markets pharmaceutical, consumer health care, and
confectionery products. The company's products include Listerine mouthwash,
Trident gum, Schick razors, Tetra fish food, Sudafed decongestant, Lubriderm
body bar, Dilantin epilepsy drug, Centrax tranquilizer, Neosporin topical
antibiotic, and other products.

Global Wireless Trusts

ARM Holdings Plc. ARM Holdings Plc designs RISC microprocessors and related
technology and software, and sells development systems to enhance embedded
applications. The company licenses and sells its technology and products to
international electronics companies, which in turn manufacture, market, and sell
microprocessors and application specific integrated circuits and related
products.

China Telecom (Hong Kong) Limited. China Telecom (Hong Kong) Limited provides
cellular telecommunications services in the People's Republic of China.

Deutsche Telekom AG. Deutsche Telekom AG owns, operates and leases public
telecommunications networks and offers network applications services. The
company provides local and long-distance telephone services, as well as
integrated voice and data digital services and maintains a large cable televison
network. Deutsche Telekom also offers mobile, paging and on-line services to
German and international customers.

Telefonaktiebolaget LM Ericsson (Ericsson AB). Telefonaktiebolaget LM
Ericsson (Ericsson AB) develops and produces advanced systems and products for
wired and mobile communications in public and private networks. The products
line includes digital and analog systems for telephones and networks, microwave
radio links, radar surveillance systems and business systems. The company
produces and markets worldwide.

InfoSpace.com, Inc. InfoSpace.com, Inc. provides private label solutions for
content and commerce to web sites and Internet appliances. The company's network
of web sites focus on real-world content, such as yellow pages and white pages,
maps, classified advertisements, real-time stock quotes, sports, information on
local businesses and events, weather forecasts, and horoscopes.

Kopin Corporation. Kopin Corporation develops and manufactures semiconductor
materials and small form factor displays. The company uses its proprietary
technology to design, manufacture, and market products used in commercial
wireless communications and high resolution portable applications. Kopin's
principal semiconductor wafer product is a heterojunction bipolar transistor
device wafer.

Millicom International Cellular S.A. Millicom International Cellular S.A.
develops and operates cellular telephone systems worldwide. The company has
interests in 33 cellular systems in 20 countries, primarily in emerging markets
in Asia, Latin America, Europe, and Africa.

Motorola, Inc. Motorola, Inc. provides integrated communications solutions
and embedded electronic solutions. The company offers software-enhanced wireless
telephones, two-way radios, messaging and satellite communications products and
systems, as well as networking and Internet-access products. Customers include
consumers, network operators, and commercial, government, and industrial
customers.

Nokia Oyj. Nokia Oyj is an international telecommunications company. The
company develops and manufactures mobile phones, networks and systems for
cellular and fixed networks. Nokia also develops and supplies access networks,
multimedia equipment and other telecom related products. The company provides
its products and services worldwide.

NTT Mobile Communications Network, Inc. NTT Mobile Communications Network,
Inc. (NTT DoCoMo) provides various types of telecommunication services including
cellular phones, personal handyphone systems (PHS), paging, satelllite mobile
communication, and wireless Private Branch Exchange system services. The company
also sells cellular phones, PHS, car phones, and pagers.

Orange Plc. Orange Plc operates the Orange digital PCN telecommunications
network in the United Kingdom and sells and markets Orange services. The group
offers a broad range of mobile voice and data communication services under the
"Orange" brand name. Orange has approximately 2,160,000 mobile subscribers
within England, Scotland and Wales.

Phone.com, Inc. Phone.com, Inc. provides software that enables the delivery
of Internet-based services to mass-market wireless telephones. The company's
software provides access to Internet- and corporate intranet-based services,
including news, stocks, weather, e-mail, travel, and sports to wireless
subscribers. Subscribers also have access via wireless telephones to
intranet-based telephony services.

Research in Motion, Limited. Research in Motion, Limited designs,
manufactures, and markets wireless consumer and business-to-business electronic
technology for the mobile personal communications market.
The company's products include two-way Inter@ctive pagers, wireless personal
computer card adapters, software connectivity tools, and embedded wireless
radios.

RF Micro Devices, Inc. RF Micro Devices, Inc. designs, develops, and markets
proprietary radio frequency integrated circuits. The company's products are used
for wireless communications applications such as cellular and PCS, cordless
telephony, wireless LANs, wireless local loop, industrial radios, wireless
security and remote meter reading.

Rogers Cantel Mobile Communications, Inc. Rogers Cantel Mobile
Communications, Inc. owns and operates a wireless communications company in
Canada. The company offers a full range of wireless communication services
including voice, data, and paging under the co-brand Cantel AT&T Rogers Cantel
is a 51% owned subsidiary of Rogers Communications with AT&T corp and British
Telecommunications plc jointly holding a 33.3% share.

SK Telecom Company, Limited. SK Telecom Company, Limited provides mobile
telecommunications and paging services in Korea and India. The company provides
subscribers with digital cellular service and business features such as wireless
fax and data transmission.

Tele Sudeste Celular Participacoes S.A. Tele Sudeste Celular Participacoes
S.A. provides cellular telecommunications services to the Brazilian States of
Rio de Janeiro and Espirito Santo. Tele Sudeste Celular operates as a holding
company for Telerj Celular S.A. and Telest Celular S.A.

Telecom Italia SpA. Telecom Italia SpA, through subsidiaries, offers
telecommunications services. The company offers local and long-distance
telephone, data communications, mobile telephone, satellite communications,
teleconferencing, voicemail, Internet access and videoconferencing services.
Telecom Italia retails telecommunications equipment through approximately 100
Telecom Italia and 1,450 Insip stores.

Telefonica S.A. Telefonica S.A. provides telecommunications services to
industrial, residential and municipal customers throughout Spain and in
Argentina, Peru, Brazil, Venezuela, Puerto Rico, Portugal, El Salvador and the
United States. The company retails telephones, mobile phones and telefaxes and
offers videoconferencing and audio-visual communications such as television
broadcasting.

TriQuint Semiconductor, Inc. TriQuint Semiconductor, Inc. designs, develops,
manufactures, and markets a variety of high performance analog and mixed signal
integrated circuits for the communications markets. The company utilizes its
proprietary gallium arsenide technology to enable its products to overcome the
performance barriers of silicon devices in various applications. TriQuint's
products are sold worldwide.

Western Wireless Corporation. Western Wireless Corporation provides wireless
communications services in the western United States. The company offers
cellular service marketed under the "Cellular One" name and provides personal
communications services marketed under the "VoiceStream" name.

Internet Trusts

America Online, Inc. America Online, Inc. provides interactive
communications and services through its America Online and CompuServe worldwide
Internet online services. The company's Web sites offer such features as a
personalized news service, electronic mail via the Web, an online community
center, public and private meeting rooms and interactive conversations, and
guest interviews.

Applied Mico Circuits Corporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

Ariba, Inc. Ariba, Inc. provides intranet- and Internet-based
business-to-business electronic commerce solutions for operating resources.
Operating resources include information technology and telecommunications
equipment, professional services, facilities and office equipment, and expense
items.

BroadVision, Inc. BroadVision, Inc. supplies personalized e-business
applications. The company's end-to-end solutions enable companies and
governments to rapidly deploy and cost effectively operate secure, scalable,
intelligent, and flexible e-business applications for e-commerce, financial
services, and knowledge management.

Brocade Communications Systems, Inc. Brcade Communcations Systems, Inc.
provides switching solutions for storage area networks (SAN). The company's
switching solutions utilize the fiber channel interconnect protocol. Brocade's
family of SilkWorm switches enables a company to manage growth of its data
storage requirements, improve the data transfer performance, and increase the
size of its SAN.

Check Point Software Technologies, Limited. Check Point Software
Technologies, Limited provides Internet security. The company's integrated
architecture includes network security, traffic control, and Internet Protocal
address management. Check Point Software solutions enable customers to implement
centralized policy-based management with enterprise-wide distributed deployment.

CMGI, Inc. CMGI, Inc. owns and invests in business-to-business and
business-to-consumer Internet companies. The company offers products and
services for interactive advertising and marketing, as well as electronic
commerce products and services to consumers and businesses. CMGI also provides
Internet content and community services, and Internet strategy and services to
corporations.

DoubleClick, Inc. DoubleClick, Inc. provides Internet advertising solutions
for marketers and Web publishers. The company centralizes planning, execution,
control, tracking, and reporting for online media campaigns. DoubleClick
operates offices in the United States and other countries around the world.

EMC Corporation. EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products store, retrieve,
manage, protect, and share information from all major computing environments,
including UNIX, Windows NT, and mainframe platforms. EMC operates offices around
the world.

Emulex Corporation. Emulex Corporation designs, develops, and supplies a
line of fiber channel host adapters, hubs, application specific integrated
circuits (ASICs), and software products. The company's products enhance access
to and storage of electronic data and applications. Emulex' products are based
on internally-developed ASIC technology and are deployable across a variety of
operating systems.

Exodus Communications, Inc. Exodus Communications, Inc. provides Internet
system and network management solutions for enterprises with mission-critical
Internet operations. The company manages its operations through Internet data
centers located throughout the United States and a server hosting facility in
England. Exodus also provides, through a subsidiary, network and system security
consulting services.

FreeMarkets, Inc. FreeMarkets, Inc. creates customized business-to-business
online auctions for buyers of industrial parts, raw materials and commodities.
The company's Bid-Ware Internet technology helps large industrial buyers obtain
lower prices and make better purchasing decisions. In a FreeMarkets online
auction, suppliers from around the world can submit bids in a real-time,
interactive competition.

Gemstar International Group, Limited. Gemstar International Group, Limited
develops, markets, and licenses proprietary technologies aimed at making
technology user-friendly for consumers. The company provides electronic program
guide services all through the television electronic remote control. Gemstar's
product is built into televisions, VCRs, and TV/VCR combination units, and is
licensed to cable and other service providers.

Inktomi Corporation. Inktomi Corporation develops and markets scalable
software applications designed to enhance the performance and intelligence of
large-scale networks. The company's systems use parallel-processing technology
across clusters of workstations to deliver the speed and performance while
utilizing smaller workstations.

Microsoft Corporation. Microsoft Corporation develops, manufactures,
licenses, sells, and supports software products. The company offers operating
system software, server application software, business and consumer applications
software, software development tools, and Internet and intranet software.
Microsoft also develops the MSN network of Internet products and services.

Network Solutions, Inc. Network Solutions, Inc. provides Internet domain name
registration services worldwide. The company acts as the registry and registrar
for second level domain names within the .com, .org, .net, and .edu top-level
domains. Network Solutions also provides consulting services that focus on
network engineering, network and systems security, and network management.

QLogic Corporation. QLogic Corporation designs and supplies semiconductor
and board-level input/output and enclosure management products. The company's
products provide interface connections between computer systems and their
attached data storage peripherals, such as hard disk drives, tape drives, and
subsystems. QLogic also provides enclosure management products that monitor and
communicate information.

RealNetworks, Inc. RealNetworks, Inc. develops and markets software products
and services. The company's software and services enable the creation and
real-time delivery and playback of audio, video, text, animation, and other
media content over the Internet and intranets on both a live and on-demand
basis. Products and services include RealSystem G2, Real Broadcast Network, and
RealJukebox.

Redback Networks, Inc. Redback Networks, Inc. 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. Redback's subscriber management system
connects and manages subscribers using digital subscriber line, cable, and
wireless technologies.

Scient Corporation. Scient Corporation provides professional services called
eBusiness systems innovation. eBusinesses are businesses that combine the reach
of the Internet with both emerging and existing technologies. The company
provides integrated eBusiness strategy and technology implementation services to
clients who are creating eBusinesses or are expanding their existing businesses.

Sun Microsystems, Inc. Sun Microsystems, Inc. provides products, services,
and support solutions for building and maintaining network computing
environments. The company sells scalable computer systems, high-speed
microprocessors, and a complete line of high-performance software for operating
network computing equipment and storage products. Sun also provides support,
education, and professional services.

VeriSign, Inc. VeriSign, Inc. provides Internet-based trust services needed
by websites, enterprises, and individuals to conduct secure electronic commerce
and communications over the Internet, intranets, and extranets. The company
markets its services worldwide through the Internet, direct sales, telesales,
value-added resellers, systems integrators, and affiliates.

VERITAS Software Corporation. VERITAS Software Corporation designs, develops,
and markets enterprise storage management and high availability products that
manage both on-line and off-line data for business-critical computing systems.
The company's products are marketed to original equipment manufacturers and
end-user customers through resellers, value added resellers, hardware
distributors, and systems integrators.

Viant Corporation. Viant Corporation designs and develops Internet strategy
solutions, electronic commerce solutions, business partner solutions, and
internal information solutions.

Vignette Corporation. Vignette Corporation provides Internet relationship
management software products and services. The company's solutions enable mid-
to large-sized enterprises to develop and manage online customer relationships
for the purpose of increasing their web-based revenues and market share.
Vignette licenses its StoryServer software platform to clients worldwide in a
variety of industries.

Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation
designs, develops, manufactures, and markets digital high-bandwidth
communications and automatic test equipment (ATE) integrated circuits.
The company's products address the needs of telecommunications, data
communications, and ATE equipment manufacturers who demand a combination of
high-speed, high-complexity, and low-power dissipation.

Yahoo!, Inc. Yahoo!, Inc., a global Internet media company, offers an online
guide to Web navigation, aggregated information content, communication services,
and commerce. The company's site includes a hierarchical, subject-based
directory of Web sites, which enables users to locate and access desired
information and services through hypertext links included in the directory.

Morgan Stanley High-Technology 35 IndexSM Trusts

Amazon.com, Inc. Amazon.com, Inc., an online retailer, sells books, music,
videotapes, audio tapes, and other products. The company offers a catalog of
approximately three million titles, search and browse features, e-mail services,
personalized shopping services, Web-based credit card payment, and direct
shipping to customers.

Applied Materials, Inc. Applied Materials, Inc. develops, manufactures,
markets, and services semiconductor wafer fabrication equipment and related
spare parts for the worldwide semiconductor industry. The company's customers
include semiconductor wafer manufacturers and semiconductor integrated circuit
manufacturers.

Automatic Data Processing, Inc. Automatic Data Processing, Inc. provides
computerized transaction processing, data communications, software, and
information services. The company also provides payroll services and human
resource information systems, as well as offers securities transaction
processing and investor communications services.

3Com Corporation. 3Com Corporation provides broad-based networking systems
and services that connect people and organizations to information across both
local area networks and wide area networks, including the Internet. The
company's products include switches, hubs, remote access systems, routers,
network management software, network interface cards, modems, and handheld
computers.

Compaq Computer Corporation. Compaq Computer Corporation, an information
technology company, develops and markets hardware, software, solutions, and
services. The company's products and solutions include enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communication products, commercial desktop and portable products, and consumer
personal computers.

Computer Associates International, Inc. Computer Associates International,
Inc. designs, develops, markets, licenses, and supports standardized computer
software products. The company's products are used with a variety of desktop,
midrange, and mainframe computers. Computer Associates offers various enterprise
systems management, information management, and business applications solutions
to a variety of organizations.

Dell Computer Corporation. Dell Computer Corporation designs, develops,
manufactures, markets, services, and supports a variety of computer systems.
Computer systems include desktop computer systems, notebook computers,
workstations, and network server and storage products. The company sells its
products and services to corporate, government, medical, and education
customers, as well as individuals.

Electronic Arts, Inc. Electronic Arts, Inc. creates, markets, and distributes
interactive entertainment software for a variety of hardware platforms. The
company markets its products under the Electronic Arts, EA SPORTS, Maxis,
ORIGIN, Bullfrog Productions, Westwood Studios, and Jane's Combat Simulations
brand names.

Electronic Data Systems Corporation. Electronic Data Systems Corporation
offers systems and technology services, business process management, management
consulting, and electronic business. The company's services include the
management of computers, networks, information systems, information processing
facilities, business operations, and related personnel.

First Data Corporation. First Data Corporation provides electronic commerce
solutions. The company offers a variety of processing solutions, including
credit, debit, check, and pre-paid payments, along with value-added information
and Internet based services.

Hewlett-Packard Company. Hewlett-Packard Company provides imaging and
printing systems, computing systems, and information technology services for
business and home. The company's products include laser and inkjet printers,
scanners, copiers and faxes, personal computers, workstations, storage
solutions, and other computing and printing systems. Hewlett-Packard sells its
products worldwide.

Intel Corporation. Intel Corporation designs, manufactures, and sells
computer components and related products. The company's major products include
microprocessors, chipsets, embedded processors and microcontrollers, flash
memory products, graphics products, network and communications products, systems
management software, conferencing products, and digital imaging products.

International Business Machines Corporation (IBM). International Business
Machines Corporation (IBM) provides customer solutions through the use of
advanced information technology. The company's solutions include technologies,
systems, products, services, software, and financing. IBM offers its products
through its global sales and distribution organization, as well as through a
variety of third party distributors and resellers.

Intuit, Inc. Intuit, Inc. develops and markets software products and related
services. The company provides software units that allow households and small
businesses to automate financial tasks, including accounting and personal
finances. Intuit also offers supplies, checks and invoices, and financial
services. The company sells its products worldwide.

Lucent Technologies, Inc. Lucent Technologies, Inc. designs, builds, and
delivers a wide range of public and private networks, communications systems and
software, and data networking systems. The company also designs, builds, and
delivers business telephone systems and microelectronic components. Lucent
conducts its research and development activities through Bell Laboratories.

Micron Technology, Inc. Micron Technology, Inc., through its subsidiaries,
manufactures and markets semiconductor memory and enhancement products for
workstations and personal computers. The company's products include dynamic
random access memory chips (DRAMs), static random access memory chips (SRAMs),
memory modules, graphics accelerators, and radio frequency identification
products.

Oracle Corporation. Oracle Corporation supplies software for enterprise
information management. The company offers databases and relational servers,
application development and decision support tools, and enterprise business
applications. Oracle's software runs on network computers, personal digital
assistants, set-top devices, workstations, PCs, minicomputers, mainframes, and
massively parallel computers.

Parametric Technology Coporation. Parametric Technology Corporation develops,
markets, and supports integrated product development and process lifecycle
management solutions. The company's software solutions are used worldwide.

PeopleSoft, Inc. PeopleSoft, Inc. designs, develops, markets, and supports
client/server application software products. The company's products are used
throughout large and medium sized organizations and higher education
institutions, as well as government agencies.

Seagate Technology, Inc. Seagate Technology, Inc. designs, manufactures, and
markets products for storage, retrieval, and management of data on computer and
data communications systems. Products include disc drives and disc drive
components, tape drives, and software. The company sells its products to
original equipment manufacturers, distributors, resellers, dealers, system
integrators, and retailers.

Solectron Corporation. Solectron Corporation provides integrated solutions
that span the entire product life cycle. The company provides pre-production
planning and design, manufacturing, distribution, and end-of-life product
service and support to electronics original equipment manufacturers around the
world.

STMicroelectronics N.V. STMicroelectronics N.V. designs, develops,
manufactures, and markets semiconductor integrated circuits and discrete
devices. The company's products are used in the telecommunications, consumer,
automotive, computer, and industrial sectors. Customers are located in North
America, Europe, Asia/Pacific, and Japan.

Tellabs, Inc. Tellabs, Inc. designs, manufactures, markets, and services
voice, data, and video transport and network access systems. The company's
products are used worldwide by public telephone companies, long-distance
carriers, alternate service providers, cellular service providers, cable
operators, government agencies, utilities, and business end-users.

Texas Instruments, Inc. Texas Instruments, Inc. provides semiconductor
products, as well as designs and supplies digital signal processing and analog
technologies. The company also conducts businesses in materials and controls,
educational and productivity solutions, and digital imaging. Texas Instruments
has manufacturing or sales operations in countries around the world.

Xilinx, Inc. Xilinx, Inc. designs, develops, and markets complete
programmable logic solutions. The company's solutions include advanced
integrated circuits, software design tools, predefined system functions
delivered as cores of logic, and field engineering support. Xilinx sells its
products through several channels of distribution to customers in the United
States and overseas.

Semiconductor Trusts

Alpha Industries, Inc. Alpha Industries, Inc. designs, develops,
manufactures, and markets proprietary radio, microwave, and millimeter wave
frequency integrated circuits, as well as discrete semiconductors for wireless
voice and data communications. The company also produces integrated circuits,
discrete components, and ceramic resonators and ferrites.

ANADIGICS, Inc. ANADIGICS, Inc. designs and manufactures radio frequency
integrated circuit solutions for the broadband and wireless communications
markets. The company's products enable manufacturers of communications equipment
to enhance overall system performance, manufacturing costs, and time to market.

Analog Devices, Inc. Analog Devices, Inc. designs, manufactures, and markets
integrated circuits used in analog and digital signal processing. The company's
products are used in communications, computer, industrial, instrumentation,
military/aerospace, automotive, and high-performance consumer electronics
applications. Analog Devices sells its products worldwide.

Applied Micro Circuits Corporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

ASM Lithography Holding N.V. ASM Lithography Holding N.V. develops,
manufactures, markets and services photolithography projection systems, known as
wafer steppers and step and scan. The company supplies its products to
integrated circuit manufacturers that use them to produce semiconductors. ASM's
customers are located in the United States, Asia and Western Europe.

Cree, Inc. Cree, Inc. develops and manufactures semiconductor materials and
electronic devices made from silicon carbide (SiC). The company uses proprietary
technology to make enabling compound semiconductors such as blue and green light
emitting diodes, SiC crystals used in the production of unique gemstones, and
SiC wafers that are sold for device production and research.

KLA-Tencor Corporation. KLA-Tencor Corporation manufactures yield management
and process monitoring systems for the semiconductor industry. The company's
systems are used to analyze product and process quality at critical steps in the
manufacture of circuits. The systems also provide feedback so that fabrication
problems can be identified. KLA-Tencor operates sales, service, and application
centers worldwide.

LSI Logic Corporation. LSI Logic Corporation designs, develops,
manufactures, and markets integrated circuits and storage systems. The company
offers products and services for a variety of electronic systems applications
and are marketed to original equipment manufacturers in the networking,
telecommunications and wireless, computers, consumer products, and storage
industries.

PRI Automation, Inc. PRI Automation, Inc. supplies factory automation systems
for semiconductor manufacturers and original equipment suppliers. The company
offers integrated solutions consisting of factory automation hardware and
software that help optimize the flow of materials and data throughout the
semiconductor fabrication facility.

QLogic Corporation. QLogic Corporation designs and supplies semiconductor
and board-level input/output and enclosure management products. The company's
products provide interface connections between computer systems and their
attached data storage peripherals, such as hard disk drives, tape drives, and
subsystems. QLogic also provides enclosure management products that monitor and
communicate information.

QUALCOMM, Inc. QUALCOMM, Inc develops and delivers digital wireless
communications products and services based on the Company's CDMA digital
technology. The company's business areas include integrated CDMA chipsets and
systems software, technology licensing, Eudora email software for Windows and
Macintosh platforms, and satellite based systems including Omnitracs and
Globalstar systems.

SanDisk Corporation. SanDisk Corporation supplies flash data storage
products. The company designs, manufactures, and markets industry-standard,
solid-state data, digital imaging, and audio storage products using its
patented, high-density flash memory and controller technology.

Taiwan Semiconductor Manufacturing Company, Limited. Taiwan Semiconductor
Manufacturing Company, Limited manufactures integrated circuits based on its
proprietary designs. The company offers a comprehensive set of integrated
circuit fabrication processes to manufacture CMOS logic, mixed-mode, volatile
and non-volatile memory and BiCMOS chips. Taiwan Semiconductor is an affiliate
of Philips Electronics N.V.

Teradyne, Inc. Teradyne, Inc. manufactures automatic test systems and related
software for the electronics and communications industries. The company's
products include systems to test semiconductors, circuit boards, telephone lines
and networks, and software. Teradyne also manufactures backplanes and associated
connectors used in electronic systems.

Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation
designs, develops, manufactures, and markets digital high-bandwidth
communications and automatic test equipment (ATE) integrated circuits.
The company's products address the needs of telecommunications, data
communications, and ATE equipment manufacturers who demand a combination of
high-speed, high-complexity, and low-power dissipation.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Van Kampen Funds Inc. and the Unitholders of Van
Kampen Focus Portfolios, Series 209:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 209 as of February 15, 2000.
The statements of condition and portfolios are the responsibility of the
Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit deposited to purchase securities
by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation.

We believe our audit provides a reasonable basis for our opinion. In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Van Kampen Focus Portfolios, Series
209 as of February 15, 2000, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP
Chicago, Illinois
February 15, 2000

STATEMENTS OF CONDITION
As of February 15, 2000

Bandwidth Bandwidth Biotechnology Biotechnology
& Telecom- & Telecom- & &
munications munications Pharmaceutical Pharmaceutical
Series A Series B Series A Series B
--------------- --------------- --------------- --------------
INVESTMENT IN SECURITIES
<S> <C> <C> <C> <C>
Contracts to purchase Securities (1) $ 149,314 $ 149,314 $ 151,024 $ 151,024
--------------- --------------- --------------- --------------
Total $ 149,314 $ 149,314 $ 151,024 $ 151,024
=============== =============== =============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 138 $ 236 $ 239 $ 361
Deferred sales charge liability (3) 2,941 5,279 2,975 5,339
Interest of Unitholders--
Cost to investors (4) 150,820 150,820 152,550 152,550
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,585 7,021 4,740 7,226
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 146,235 143,799 147,810 145,324
--------------- --------------- --------------- --------------
Total $ 149,314 $ 149,314 $ 151,024 $ 151,024
=============== =============== =============== ==============
</TABLE>

(1) The value of the Securities is determined by Interactive Data Corporation
on the bases set forth under "Public Offering--Offering Price". The
contracts to purchase Securities are collateralized by separate irrevocable
letters of credit which have been deposited with the Trustee.

(2) A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing a Trust. The
amount of these costs are set forth in the "Fee Table." A distribution will
be made as of the close of the initial offering period to an account
maintained by the Trustee from which this obligation of the investors will
be satisfied.

(3) Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering-- Offering Price".

(5) Assumes the maximum sales charge.

STATEMENTS OF CONDITION
As of February 15, 2000

Global Global
Wireless Wireless Internet Internet
Series A Series B Series A Series B
--------------- --------------- --------------- --------------
INVESTMENT IN SECURITIES
<S> <C> <C> <C> <C>
Contracts to purchase Securities (1) $ 138,472 $ 138,472 $ 149,408 $ 149,408
--------------- --------------- --------------- --------------
Total $ 138,472 $ 138,472 $ 149,408 $ 149,408
=============== =============== =============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 220 $ 430 $ 75 $ 104
Deferred sales charge liability (3) 2,728 4,896 2,943 5,282
Interest of Unitholders--
Cost to investors (4) 139,880 139,880 150,920 150,920
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,356 6,734 4,530 6,898
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 135,524 133,146 146,390 144,022
--------------- --------------- --------------- --------------
Total $ 138,472 $ 138,472 $ 149,408 $ 149,408
=============== =============== =============== ==============
</TABLE>

(3) Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering-- Offering Price".

(5) Assumes the maximum sales charge.

STATEMENTS OF CONDITION
As of February 15, 2000

High-Tech High-Tech Semi- Semi-
Index Index conductor conductor
Series A Series B Series A Series B
--------------- --------------- --------------- --------------
INVESTMENT IN SECURITIES
<S> <C> <C> <C> <C>
Contracts to purchase Securities (1) $ 148,168 $ 148,168 $ 150,306 $ 150,306
--------------- --------------- --------------- --------------
Total $ 148,168 $ 148,168 $ 150,306 $ 150,306
=============== =============== =============== ==============

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 83 $ 122 $ 230 $ 466
Deferred sales charge liability (3) 2,918 5,238 2,961 5,314
Interest of Unitholders--
Cost to investors (4) 149,660 149,660 151,830 151,830
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,493 6,852 4,715 7,304
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 145,167 142,808 147,115 144,526
--------------- --------------- --------------- --------------
Total $ 148,168 $ 148,168 $ 150,306 $ 150,306
=============== =============== =============== ==============
</TABLE>

(3) Represents the amount of mandatory distributions from a Trust on the bases
set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering-- Offering Price".

(5) Assumes the maximum sales charge.

THE TRUSTS
- --------------------------------------------------------------------------------

The Trusts were created under the laws of the State of New York pursuant to a
Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the date of
this Prospectus (the "Initial Date of Deposit"), among Van Kampen Funds Inc., as
Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The Bank of New
York, as Trustee, and American Portfolio Evaluation Services, a division of Van
Kampen Investment Advisory Corp., as Evaluator.
The Trusts offer investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities. A
Trust may be an appropriate medium for investors who desire to participate in a
portfolio of common stocks with greater diversification than they might be able
to acquire individually.
On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Trustee. In
exchange for these contracts the Trustee delivered to the Sponsor documentation
evidencing the ownership of Units of the Trusts. Unless otherwise terminated as
provided in the Trust Agreement, the Trusts will terminate on the Mandatory
Termination Date and any remaining Securities will be liquidated or distributed
by the Trustee within a reasonable time. As used in this Prospectus the term
"Securities" means the securities (including contracts to purchase these
securities) listed in "Portfolio" for each Trust and any additional securities
deposited into each Trust.
Additional Units of a Trust may be issued at any time by depositing in the
Trust (i) additional Securities, (ii) contracts to purchase Securities together
with cash or irrevocable letters of credit or (iii) cash (or a letter of credit)
with instructions to purchase additional Securities. As additional Units are
issued by a Trust, the aggregate value of the Securities will be increased and
the fractional undivided interest represented by each Unit will be decreased.
The Sponsor may continue to make additional deposits into a Trust following the
Initial Date of Deposit provided that the additional deposits will be in amounts
which will maintain, as nearly as practicable, the same percentage relationship
among the number of shares of each Security in the Trustportfolio that existed
immediately prior to the subsequent deposit. Investors may experience a dilution
of their investments and a reduction in their anticipated income because of
fluctuations in the prices of the Securities between the time of the deposit and
the purchase of the Securities and because the Trusts will pay the associated
brokerage or acquisition fees.
Each Unit of a Trust initially offered represents an undivided interest in
that Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in that Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust will remain unchanged. Units will remain outstanding until
redeemed upon tender to the Trustee by Unitholders, which may include the
Sponsor, or until the termination of the Trust Agreement.
Each Trust consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Trust, (b) any additional Securities acquired and
held by the Trust pursuant to the provisions of the Trust Agreement and (c) any
cash held in the related Income and Capital Accounts. Neither the Sponsor nor
the Trustee shall be liable in any way for any failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION
- --------------------------------------------------------------------------------

Each Trust seeks to increase the value of your investment by investing in a
portfolio of common stocks of companies diversified within a particular
industry. We cannot guarantee that a Trust will achieve its objective.
You should note that we applied the selection criteria to the Securities for
inclusion in the Trusts as of the Initial Date of Deposit. After this date, the
Securities may no longer meet the selection criteria. Should a Security no
longer meet the selection criteria, we will generally not remove the Security
from its Trust portfolio.
A balanced investment portfolio incorporates various style and capitalization
characteristics. We offer unit trusts with a variety of styles and
capitalizations to meet your needs. We determine style characteristics (growth
or value) based on the criteria used in selecting the Trust portfolio.
Generally, a growth portfolio includes companies in a growth phase of their
business with increasing earnings. A value portfolio generally includes
companies with low relative price-earnings ratios that we believe are
undervalued. We determine market capitalizations as follows based on the
weighted median market capitalization of a portfolio: Small-Cap -- less than
$1.6 billion; Mid-Cap -- $1.6 billion to $9.5 billion; and Large-Cap -- over
$9.5 billion. We determine all style and capitalization characteristics as of
the Initial Date of Deposit and the characteristics may vary thereafter. We will
not remove a Security from a Trust as a result of any change in characteristics.

RISK FACTORS
- --------------------------------------------------------------------------------

Price Volatility. The Trusts invest in common stocks of U.S. and foreign
companies. The value of Units will fluctuate with the value of these stocks and
may be more or less than the price you originally paid for your Units. The
market value of common stocks sometimes moves up or down rapidly and
unpredictably. Because the Trusts are unmanaged, the Trustee will not sell
stocks in response to market fluctuations as is common in managed investments.
In addition, because some Trusts hold a relatively small number of stocks, you
may encounter greater market risk than in a more diversified investment. As with
any investment, we cannot guarantee that the performance of a Trust will be
positive over any period of time.
Dividends. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
Single Industry. Each Trust invests in a single industry. Any negative impact
on the related industry will have a greater impact on the value of Units than on
a portfolio diversified over several industries. You should understand the risks
of these industries before you invest.
Telecommunications Issuers. The Morgan Stanley High-Technology 35 Index,
Bandwidth & Telecommunications and Global Wireless Trusts invest significantly
in telecommunications companies. These companies are subject to substantial
governmental regulation. For example, the United States government and state
governments regulate permitted rates of return and the kinds of services that a
company may offer. This 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 telecommunications stocks can experience rapid volatility. Certain
telecommunications products may become outdated very rapidly. A company's
performance can be hurt if the company fails to keep pace with technological
advances. Certain smaller companies in the portfolio may involve greater risk
than larger, established issuers. Smaller companies may have limited product
lines, markets or financial resources. Their securities may trade in lower
volumes than larger companies. As a result, the prices of these securities may
fluctuate more than the prices of other issuers. You should also review the
following section discussing technology companies because these companies may
involve similar risks.
Technology Issuers. The Internet, Morgan Stanley High-Technology 35 Index and
Semiconductor Trusts invest significantly in technology companies. These
companies face risks related to rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. An unexpected change in technology can have a
significant negative impact on a company. The failure of a company to introduce
new products or technologies or keep pace with rapidly changing technology, can
have a negative impact on the company's results. Technology stocks tend to
experience substantial price volatility and speculative trading. Announcements
about new products, technologies, operating results or marketing alliances can
cause stock prices to fluctuate dramatically. At times, however, extreme price
and volume fluctuations are unrelated to the operating performance of a company.
This can impact your ability to redeem your Units at a price equal to or greater
than what you paid.
The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.
Biotechnology & Pharmaceutical Issuers. The Biotechnology & Pharmaceutical
Trusts invest in health care companies. These issuers include companies involved
in advanced medical devices and instruments, drugs and biotechnology, managed
care, hospital management/health services and medical supplies. These companies
face substantial government regulation and approval procedures. Congress and the
president have proposed a variety of legislative changes concerning health care
issuers from time to time. Government regulation, and any change in regulation,
can have a significantly unfavorable effect on the price and availability of
products and services.
Drug and medical products companies also face the risk of increasing
competition from new products or services, generic drug sales, termination of
patent protection for drug or medical supply products and the risk that a
product will never come to market. The research and development costs of
bringing a new drug or medical product to market are substantial. This process
involves lengthy government review with no guarantee of approval. These
companies may have losses and may not offer proposed products for several years,
if at all. The failure to gain approval for a new drug or product can have a
substantial negative impact on a company and its stock.
Health care facility operators face risks related to demand for services, the
ability of the facility to provide required services, confidence in the
facility, management capabilities, competition, efforts by insurers and
government agencies to limit rates, expenses, the cost and possible
unavailability of malpractice insurance, and termination or restriction of
government financial assistance (such as Medicare, Medicaid or similar
programs).
Foreign Stocks. Because the Global Wireless Trust invests in stocks of
foreign companies, it involves additional risks that differ from an investment
in domestic stocks. Other Trusts may also invest in foreign companies that
involve the same risks. These risks include the risk of losses due to future
political and economic developments, international trade conditions, foreign
withholding taxes and restrictions on foreign investments and exchange of
securities. The Trust also involves the risk that fluctuations in exchange rates
between the U.S. dollar and foreign currencies may negatively affect the value
of the stocks. The Trust involves the risk that information about the stocks is
not publicly available or is inaccurate due to the absence of uniform accounting
and financial reporting standards. In addition, some foreign securities markets
are less liquid than U.S. markets. This could cause the Trust to buy stocks at a
higher price or sell stocks at a lower price than would be the case in a highly
liquid market. Foreign securities markets are often more volatile and involve
higher trading costs than U.S. markets, and foreign companies, securities
markets and brokers are also generally not subject to the same level of
supervision and regulation as in the U.S. Certain stocks may be held in the form
of American Depositary Receipts or other similar receipts ("ADRs"). ADRs
represent receipts for foreign common stock deposited with a custodian (which
may include the Trustee). The ADRs in the Trust, if any, trade in the U.S. in
U.S. dollars and are registered with the Securities and Exchange Commission.
ADRs generally involve the same types of risks as foreign common stock held
directly. Some ADRs may experience less liquidity than the underlying common
stocks traded in their home market.
No FDIC Guarantee. An investment in your Trust is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
Year 2000 Readiness Disclosure. These two paragraphs constitute "Year 2000
Readiness Disclosure" within the meaning of the Year 2000 Information and
Readiness Disclosure Act of 1998. If computer systems used by the Sponsor,
Evaluator, Supervisor, Trustee or other service providers to the Trusts do not
properly process date-related information after December 31, 1999, the resulting
difficulties could adversely impact the Trusts. This is commonly known as the
"Year 2000 Problem." The Sponsor, Evaluator, Supervisor and Trustee are taking
steps to address this problem and to obtain reasonable assurances that other
service providers to the Trusts are taking comparable steps. We cannot guarantee
that these steps will be sufficient to avoid any adverse impact on the Trusts.
This problem may impact corporations to varying degrees based on factors such as
industry sector and degree of technological sophistication. We cannot predict
what impact, if any, this problem will have on the issuers of the Securities.
In addition, computer failures throughout the financial services industry
beginning January 1, 2000 could have a detrimental effect on the markets for the
Securities. Improperly functioning trading systems may result in settlement
problems and liquidity issues. Moreover, corporate and governmental data
processing errors may adversely affect issuers and overall economic
uncertainties. Remediation costs will affect the earnings of individual issuers.
These costs could be substantial. Issuers may report these costs inconsistently
in U.S. and foreign financial markets. All of these issues could adversely
affect the Securities and the Trusts.

PUBLIC OFFERING
- --------------------------------------------------------------------------------

General. Units are offered at the Public Offering Price which includes the
underlying value of the Securities, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The "Fee Table" describes the sales charges
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. A portion of the Public Offering Price includes an
amount of Securities to pay for all or a portion of the costs incurred in
establishing your Trust, including the cost of preparing documents relating to
the Trust (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, the initial fees and expenses of the
Trustee and legal and audit expenses). Beginning on February 15, 2001, the
secondary market sales charge for Series B Trusts will be 4.00% and will not
include deferred payments. The sales charge for Series B Trusts will reduce by
0.5% on each subsequent February 15 to a minimum of 3.00%. The initial offering
period sales charge is reduced as follows:

Transaction Series A Series B
Amount* Sales Charge Sales Charge
-------------- -------------- --------------
$50,000 - $99,999 2.70% 4.25%
$100,000 - $249,999 2.50 4.00
$250,000 - $499,999 2.25 3.50
$500,000 - $999,999 2.00 2.50
$1,000,000 or more 1.50 1.50

- ---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.

Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. An investor may aggregate purchases of Units of the Trusts for
purposes of qualifying for volume purchase discounts listed above. The reduced
sales charge structure will also apply on all purchases by the same person from
any one dealer of units of Van Kampen-sponsored unit investment trusts which are
being offered in the initial offering period (a) on any one day (the "Initial
Purchase Date") or (b) on any day subsequent to the Initial Purchase Date if the
units purchased are of a unit investment trust purchased on the Initial Purchase
Date. In the event units of more than one trust are purchased on the Initial
Purchase Date, the aggregate dollar amount of such purchases will be used to
determine whether purchasers are eligible for a reduced sales charge. Such
aggregate dollar amount will be divided by the public offering price per unit of
each respective trust purchased to determine the total number of units which
such amount could have purchased of each individual trust. Purchasers must then
consult the applicable trust's prospectus to determine whether the total number
of units which could have been purchased of a specific trust would have
qualified for a reduced sales charge and the amount of such reduction. To
determine the applicable sales charge reduction it is necessary to accumulate
all purchases made on the Initial Purchase Date and all purchases made in
accordance with (b) above. Units purchased in the name of the spouse of a
purchaser or in the name of a child of such purchaser ("immediate family
members") will be deemed to be additional purchases by the purchaser for the
purposes of calculating the applicable sales charge. The reduced sales charges
will also be applicable to a trustee or other fiduciary purchasing securities
for one or more trust estate or fiduciary accounts. If you purchase Units on
more than one day to achieve the discounts described in this paragraph, the
discount allowed on any single day will apply only to Units purchased on that
day (a retroactive discount is not given on all prior purchases).
A portion of the sales charge is waived for certain accounts described in
this paragraph. Purchases by these accounts are subject only to the portion of
the deferred sales charge that is retained by the Sponsor. Please refer to the
section called "Wrap Fee and Advisory Accounts" for additional information on
these purchases. Units may be purchased in the primary or secondary market at
the Public Offering Price less the concession the Sponsor typically allows to
brokers and dealers for purchases by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for financial
planning, investment advisory or asset management service, or provide such
services in connection with the establishment of an investment account for which
a comprehensive "wrap fee" charge is imposed, (2) bank trust departments
investing funds over which they exercise exclusive discretionary investment
authority and that are held in a fiduciary, agency, custodial or similar
capacity, (3) any person who for at least 90 days, has been an officer, director
or bona fide employee of any firm offering Units for sale to investors or their
immediate family members (as described above) and (4) officers and directors of
bank holding companies that make Units available directly or through
subsidiaries or bank affiliates. Notwithstanding anything to the contrary in
this Prospectus, such investors, bank trust departments, firm employees and bank
holding company officers and directors who purchase Units through this program
will not receive sales charge reductions for quantity purchases.
During the initial offering period of the Trusts offered in this prospectus,
unitholders of any Van Kampen-sponsored unit investment trust may utilize their
redemption or termination proceeds to purchase Units of all Trusts offered in
this prospectus at the Public Offering Price per Unit less 1%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of the Van Kampen Funds Inc. and its affiliates,
dealers and their affiliates and vendors providing services to the Sponsor may
purchase Units at the Public Offering Price less the applicable dealer
concession.
The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, in connection with fully disclosed transactions
with the Sponsor, the minimum purchase requirement will be that number of Units
set forth in the contract between the Sponsor and the related broker or agent.
Offering Price. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Trusts. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Trust business day. Orders received by the Trustee or Sponsor for purchases,
sales or redemptions after that time, or on a day which is not a business day,
will be held until the next determination of price. The term "business day", as
used herein and under "Rights of Unitholders--Redemption of Units", excludes
Saturdays, Sundays and holidays observed by the New York Stock Exchange. The
term "business day" also excludes any day on which more than 33% of the
Securities are not traded on their principal trading exchange due to a customary
business holiday on that exchange.
The aggregate underlying value of the Securities during the initial offering
period is determined on each business day by the Evaluator in the following
manner: If the Securities are listed on a national or foreign securities
exchange or the Nasdaq Stock Market, Inc., this evaluation is generally based on
the closing sale prices on that exchange or market unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is no
closing sale price on that exchange or market, at the closing asked prices. If
the Securities are not listed on a national or foreign securities exchange or
the Nasdaq Stock Market, Inc. or, if so listed and the principal market therefor
is other than on the exchange or market, the evaluation shall generally be based
on the current asked price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current asked prices are unavailable, the evaluation is generally determined (a)
on the basis of current asked prices for comparable securities, (b) by
appraising the value of the Securities on the asked side of the market or (c) by
any combination of the above. The value of any foreign securities is based on
the applicable currency exchange rate as of the Evaluation Time. The value of
the Securities for purposes of secondary market transactions and redemptions is
described under "Rights of Unitholders--Redemption of Units".
In offering the Units to the public, neither the Sponsor nor any
broker-dealers are recommending any of the individual Securities but rather the
entire pool of Securities in a Trust, taken as a whole, which are represented by
the Units.
Unit Distribution. Units will be distributed to the public by the Sponsor,
broker-dealers and others at the Public Offering Price. Units repurchased in the
secondary market, if any, may be offered by this Prospectus at the secondary
market Public Offering Price in the manner described above.
The Sponsor intends to qualify Units for sale in a number of states. Brokers,
dealers and others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period as
described below.

Transaction Series A Series B
Amount* Concession Concession
-------------- -------------- --------------
Less than $50,000 2.25% 3.50%
$50,000 - $99,999 2.00 3.25
$100,000 - $249,999 1.75 3.00
$250,000 - $499,999 1.50 2.50
$500,000 - $999,999 1.25 1.50
$1,000,000 or more 0.75 0.75

- ---------------
*The breakpoint concessions or agency commissions are also applied on a Unit
basis using a breakpoint equivalent of $10 per Unit and are applied on whichever
basis is more favorable to the distributor.

In addition to the regular concession or agency commission earned by selling
firms, during the Initial offering period any firm that distributes 500,000 -
999,999 Units will receive additional compensation of $.005 per Unit; any firm
that distributes 1,000,000 - 1,999,999 Units will receive $.01 per Unit; any
firm that distributes 2,000,000 - 2,999,999 Units will receive $.015 per Unit;
and any firm that distributes 3,000,000 Units or more will receive $.02 per
Unit. A firm may aggregate Units of a Series A Trust and a Series B Trust of the
same industry sector type to qualify for these compensation levels but may not
aggregate among different sectors. For example, Units of Internet Trust, Series
19A and Series 19B may be aggregated but Units of Internet Trust, Series 19A may
not be aggregated with Units of Semiconductor Trust, Series 1B.
Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other Van Kampen unit investment trusts who use their redemption or
termination proceeds to purchase Units of the Trusts, the total concession or
agency commission will amount to 1.30% per Unit for Series A Trusts and 2.50%
per Unit for Series B Trusts. For all secondary market transactions the total
concession or agency commission will amount to 70% of the sales charge.
Notwithstanding anything to the contrary herein, in no case shall the total of
any concessions, agency commissions and any additional compensation allowed or
paid to any broker, dealer or other distributor of Units with respect to any
individual transaction exceed the total sales charge applicable to such
transaction. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concession or
agency commission to dealers and others from time to time.
Broker-dealers of the Trusts, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units of the
Trusts. Such payments are made by the Sponsor out of its own assets, and not out
of the assets of any Trust. These programs will not change the price Unitholders
pay for their Units or the amount that a Trust will receive from the Units sold.
Sponsor Compensation. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, the Sponsor will realize a profit or loss as a result of the
difference between the price paid for the Securities by the Sponsor and the cost
of the Securities to each Trust on the Initial Date of Deposit as well as on
subsequent deposits. See "Notes to Portfolios". The Sponsor has not participated
as sole underwriter or as manager or as a member of the underwriting syndicates
or as an agent in a private placement for any of the Securities. The Sponsor may
realize profit or loss as a result of the possible fluctuations in the market
value of the Securities, since all proceeds received from purchasers of Units
are retained by the Sponsor. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. Cash, if any, made available to
the Sponsor prior to the date of settlement for the purchase of Units may be
used in the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934.
The Sponsor or an affiliate may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
Purchases and sales of Securities by your Trust may impact the value of the
Securities. This may especially be the case during the initial offering of
Units, upon Trust termination and in the course of satisfying large Unit
redemptions. Any publication of a list of Securities, or a list of anticipated
Securities, to be included in a Trust may also cause increased buying activity
in certain Securities. Once this information becomes public, investors may
purchase individual Securities appearing in such a publication and may do so
during or prior to the initial offering of Units. It is possible that these
investors could include investment advisory and brokerage firms of the Sponsor
or its affiliates or firms that are distributing Units. This activity may cause
your Trust to purchase stocks at a higher price than those buyers who effect
purchases prior to purchases by your Trust.
Market for Units. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. In the event that a
secondary market is not maintained, a Unitholder will be able to dispose of
Units by tendering them to the Trustee for redemption at the Redemption Price.
See "Rights of Unitholders--Redemption of Units". Unitholders should contact
their broker to determine the best price for Units in the secondary market.
Units sold prior to the time the entire deferred sales charge has been collected
will be assessed the amount of any remaining deferred sales charge at the time
of sale. The Trustee will notify the Sponsor of any tendered of Units for
redemption. If the Sponsor's bid in the secondary market equals or exceeds the
Redemption Price per Unit, it may purchase the Units not later than the day on
which Units would have been redeemed by the Trustee. The Sponsor may sell
repurchased Units at the secondary market Public Offering Price per Unit.

RETIREMENT ACCOUNTS
- --------------------------------------------------------------------------------

Units are available for purchase in connection with certain types of
tax-sheltered retirement plans, including Individual Retirement Accounts for the
individuals, Simplified Employee Pension Plans for employees, qualified plans
for self-employed individuals, and qualified corporate pension and profit
sharing plans for employees. The minimum purchase for these accounts is reduced
to 25 Units but may vary by selling firm. The purchase of Units may be limited
by the plans' provisions and does not itself establish such plans.

WRAP FEE AND ADVISORY ACCOUNTS
- --------------------------------------------------------------------------------

Units may be available for purchase in connection with "wrap fee" accounts
and other similar accounts. You should consult your financial professional to
determine whether you can benefit from these accounts. For these purchases you
generally only pay the portion of the sales charge that is retained by your
Trust's Sponsor, Van Kampen Funds Inc. This table illustrates the transaction
fees you will pay as a percentage of the public offering price per Unit.

Series A Series B
Trusts Trusts
--------- ---------
Fee paid on purchase 0.00% 0.00%
Deferred sponsor retention 0.70 1.00
--------- ---------
Total 0.70% 1.00%
========= =========

You should consult the "Public Offering--General" section for specific
information on this and other sales charge discounts.

RIGHTS OF UNITHOLDERS
- --------------------------------------------------------------------------------

Distributions. Dividends and any net proceeds from the sale of Securities
received by a Trust will generally be distributed to Unitholders on each
Distribution Date to Unitholders of record on the preceding Record Date. These
dates are listed under "Summary of Essential Financial Information". A person
becomes a Unitholder of record on the date of settlement (generally three
business days after Units are ordered). Unitholders may elect to receive
distributions in cash or to have distributions reinvested into additional Units.
Distributions may also be reinvested into Van Kampen mutual funds. See "Rights
of Unitholders--Reinvestment Option".
Dividends received by a Trust are credited to the Income Account of the
Trust. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units or
pay deferred sales charges, fees or expenses, will be distributed to
Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.
Reinvestment Option. Unitholders may have distributions automatically
reinvested in additional Units under the Automatic Reinvestment Option (to the
extent Units may be lawfully offered for sale in the state in which the
Unitholder resides) through two options, if available. Brokers and dealers can
use the Dividend Reinvestment Service through Depository Trust Company or
purchase the Automatic Reinvestment Option CUSIP, if available. Unitholders will
be subject to the remaining deferred sales charge payments due on Units. To
participate in this reinvestment option, a Unitholder must file with the Trustee
a written notice of election, together with any certificate representing Units
and other documentation that the Trustee may then require, at least five days
prior to the related Record Date. A Unitholder's election will apply to all
Units owned by the Unitholder and will remain in effect until changed by the
Unitholder. If Units are unavailable for reinvestment, distributions will be
paid in cash. Purchases of additional Units made pursuant to the reinvestment
plan will be made at the net asset value for Units as of the Evaluation Time on
the Distribution Date.
In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen mutual
funds (the "Reinvestment Funds"). Each Reinvestment Fund has investment
objectives which differ from those of the Trusts. The prospectus relating to
each Reinvestment Fund describes its investment policies and how to begin
reinvestment. A Unitholder may obtain a prospectus for the Reinvestment Funds
from the Sponsor. Purchases of shares of a Reinvestment Fund will be made at a
net asset value computed on the Distribution Date. Unitholders with an existing
Guaranteed Reinvestment Option account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new
account which allows purchases of Reinvestment Fund shares at net asset value.
A participant may elect to terminate his or her reinvestment plan and receive
future distributions in cash by notifying the Trustee in writing no later than
five days before a distribution date. The Sponsor, each Reinvestment Fund, and
its investment adviser shall have the right to suspend or terminate these
reinvestment plans at any time.
Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay Street,
20th Floor, New York, New York 10286. Certificates must be tendered to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed (or by providing satisfactory indemnity in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. On the seventh day following the tender, the
Unitholder will be entitled to receive in cash an amount for each Unit equal to
the Redemption Price per Unit next computed on the date of tender. The "date of
tender" is deemed to be the date on which Units are received by the Trustee,
except that with respect to Units received by the Trustee after the Evaluation
Time or on a day which is not a Trust business day, the date of tender is deemed
to be the next business day.
Unitholders tendering 1,000 or more Units of a Trust for redemption may
request an in kind distribution of Securities equal to the Redemption Price per
Unit on the date of tender. Trusts generally do not offer in kind distributions
of portfolio securities that are held in foreign markets. An in kind
distribution will be made by the Trustee through the distribution of each of the
Securities in book-entry form to the account of the Unitholder's broker-dealer
at Depository Trust Company. Amounts representing fractional shares will be
distributed in cash. The Trustee may adjust the number of shares of any Security
included in a Unitholder's in kind distribution to facilitate the distribution
of whole shares.
The Trustee may sell Securities to satisfy Unit redemptions. To the extent
that Securities are redeemed in kind or sold, the size of a Trust will be, and
the diversity of a Trust may be, reduced. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
at the time of redemption. Special federal income tax consequences will result
if a Unitholder requests an in kind distribution. See "Taxation".

The Redemption Price per Unit and the secondary market repurchase price per
Unit are equal to the pro rate share of each Unit in each Trust determined on
the basis of (i) the cash on hand in the Trust, (ii) the value of the Securities
in the Trust and (iii) dividends receivable on the Securities in the Trust
trading ex-dividend as of the date of computation, less (a) amounts representing
taxes or other governmental charges payable out of the Trust, (b) the accrued
expenses of the Trust and (c) any unpaid deferred sales charge payments. During
the initial offering period, the redemption price and the secondary market
repurchase price will also include estimated organizational costs. For these
purposes, the Evaluator may determine the value of the Securities in the
following manner: If the Securities are listed on a national or foreign
securities exchange or the Nasdaq Stock Market, Inc., this evaluation is
generally based on the closing sale prices on that exchange or market (unless it
is determined that these prices are inappropriate as a basis for valuation) or,
if there is no closing sale price on that exchange or market, at the closing bid
prices. If the Securities are not so listed or, if so listed and the principal
market therefor is other than on the exchange or market, the evaluation may be
based on the current bid price on the over-the-counter market. If current bid
prices are unavailable or inappropriate, the evaluation may be determined (a) on
the basis of current bid prices for comparable securities, (b) by appraising the
Securities on the bid side of the market or (c) by any combination of the above.
The value of any foreign securities is based on the applicable currency exchange
rate as of the Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
Certificates. Ownership of Units is evidenced in book entry form unless a
Unitholder makes a written request to the Trustee that ownership be in
certificate form. Units are transferable by making a written request to the
Trustee and, in the case of Units in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program accepted by the Trustee. In certain
instances the Trustee may require additional documents such as, but not limited
to, trust instruments, certificates of death, appointments as executor or
administrator or certificates of corporate authority. Fractional certificates
will not be issued. The Trustee may require a Unitholder to pay a reasonable fee
for each certificate reissued or transferred and to pay any governmental charge
that may be imposed in connection with each transfer or interchange. Destroyed,
stolen, mutilated or lost certificates will be replaced upon delivery to the
Trustee of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
Reports Provided. Unitholders will receive a statement of dividends and other
amounts received by a Trust for each distribution. Within a reasonable time
after the end of each year, each person who was a Unitholder during that year
will receive a statement describing dividends and capital received, actual Trust
distributions, Trust expenses, a list of the Securities and other Trust
information. Unitholders may obtain the Evaluator's evaluations of the
Securities upon request.

TRUST ADMINISTRATION
- --------------------------------------------------------------------------------

Portfolio Administration. The Trusts are not managed funds and, except as
provided in the Trust Agreement, Securities generally will not be sold or
replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Trust based on advice from the Supervisor.
These situations may include events such as the issuer having defaulted on
payment of any of its outstanding obligations or the price of a Security has
declined to such an extent or other credit factors exist so that in the opinion
of the Sponsor retention of the Security would be detrimental to the Trust. If a
public tender offer has been made for a Security or a merger or acquisition has
been announced affecting a Security, the Trustee may either sell the Security or
accept a tender offer for cash if the Supervisor determines that the sale or
tender is in the best interest of Unitholders. The Trustee will distribute any
cash proceeds to Unitholders. In addition, the Trustee may sell Securities to
redeem Units or pay Trust expenses or deferred sales charges. The Trustee must
reject any offer for securities or property other than cash in exchange for the
Securities. If securities or property are nonetheless acquired by a Trust, the
Sponsor may direct the Trustee to sell the securities or property and distribute
the proceeds to Unitholders or to accept the securities or property for deposit
in the Trust. Should any contract for the purchase of any of the Securities
fail, the Sponsor will (unless substantially all of the moneys held in the Trust
to cover the purchase are reinvested in substitute Securities in accordance with
the Trust Agreement) refund the cash and sales charge attributable to the failed
contract to all Unitholders on or before the next distribution date.
When your Trust sells Securities, the composition and diversity of the
Securities in the Trust may be altered. In order to obtain the best price for a
Trust, it may be necessary for the Supervisor to specify minimum amounts
(generally 100 shares) in which blocks of Securities are to be sold. In
effecting purchases and sales of a Trust's portfolio securities, the Sponsor may
direct that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the Trusts, the Sponsor or
dealers participating in the offering of Units. In addition, in selecting among
firms to handle a particular transaction, the Sponsor may take into account
whether the firm has sold or is selling units of unit investment trusts which it
sponsors.
Amendment of the Trust Agreement. The Trustee and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by the Sponsor and the Trustee).
The Trust Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Trustee will notify Unitholders
of any amendment.
Termination. Each Trust will terminate on the Mandatory Termination Date or
upon the sale or other disposition of the last Security held in the Trust. A
Trust may be terminated at any time with consent of Unitholders representing
two-thirds of the outstanding Units or by the Trustee when the value of the
Trust is less than $500,000 ($3,000,000 if the value of the Trust has exceeded
$15,000,000) (the "Minimum Termination Value"). Unitholders will be notified of
any termination. The Trustee may begin to sell Securities in connection with a
Trust termination nine business days before, and no later than, the Mandatory
Termination Date. Approximately thirty days before this date, the Trustee will
notify Unitholders of the termination and provide a form enabling qualified
Unitholders to elect an in kind distribution of Securities. See "Rights of
Unitholders--Redemption of Units". This form must be returned at least five
business days prior to the Mandatory Termination Date. Unitholders will receive
a final cash distribution within a reasonable time after the Mandatory
Termination Date. All distributions will be net of Trust expenses and costs.
Unitholders will receive a final distribution statement following termination.
The Information Supplement contains further information regarding termination of
the Trusts. See "Additional Information".
Limitations on Liabilities. The Sponsor, Evaluator, Supervisor and Trustee
are under no liability for taking any action or for refraining from taking any
action in good faith pursuant to the Trust Agreement, or for errors in judgment,
but shall be liable only for their own willful misfeasance, bad faith or gross
negligence (negligence in the case of the Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on a Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Trust Agreement contains other
customary provisions limiting the liability of the Trustee. The Trustee, Sponsor
and Supervisor may rely on any evaluation furnished by the Evaluator and have no
responsibility for the accuracy thereof. Determinations by the Evaluator shall
be made in good faith upon the basis of the best information available to it.
Sponsor. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Trust. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter & Co.
Van Kampen Funds Inc. specializes in the underwriting and distribution of unit
investment trusts and mutual funds with roots in money management dating back to
1926. The Sponsor is a member of the National Association of Securities Dealers,
Inc. and has offices at One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
(630) 684-6000 and 2800 Post Oak Boulevard, Houston, Texas 77056, (713)
993-0500. As of November 30, 1999, the total stockholders' equity of Van Kampen
Funds Inc. was $141,554,861 (audited). The Information Supplement contains
additional information about the Sponsor.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Trusts as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.
Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. See "Additional Information".
Performance Information. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Trusts and
returns over specified time periods on other similar Van Kampen trusts (which
may show performance net of expenses and charges which the Trusts would have
charged) with returns on other taxable investments such as the common stocks
comprising the Dow Jones Industrial Average, the S&P 500, other investment
indices, corporate or U.S. government bonds, bank CDs, money market accounts or
money market funds, or with performance data from Lipper Analytical Services,
Inc., Morningstar Publications, Inc. or various publications, each of which has
characteristics that may differ from those of the Trusts. Information on
percentage changes in the dollar value of Units may be included from time to
time in advertisements, sales literature, reports and other information
furnished to current or prospective Unitholders. Total return figures may not be
averaged and may not reflect deduction of the sales charge, which would decrease
return. No provision is made for any income taxes payable. Past performance may
not be indicative of future results. The Trust portfolios are not managed and
Unit price and return fluctuate with the value of common stocks in the
portfolios, so there may be a gain or loss when Units are sold. As with other
performance data, performance comparisons should not be considered
representative of the Trust's relative performance for any future period.

TAXATION
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The following is a general discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units of your
Trust. The summary is limited to investors who hold the Units as "capital
assets" (generally, property held for investment within the meaning of Section
1221 of the Internal Revenue Code of 1986 (the "Code")). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in
the Trust. For purposes of the following discussion and opinion, it is assumed
that each Security in the Trust is equity for federal income tax purposes.
In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:
1. The Trust is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of the
Trust will be treated as income of the Unitholders thereof under the Code. Each
Unitholder will be considered to have received his pro rata share of income
derived from each Security when such income is considered to be received by the
Trust.
2. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder as described
below). The price a Unitholder pays for his Units, generally including sales
charges, is allocated among his pro rata portion of each Security held by the
Trust (in proportion to the fair market values thereof on the valuation date
nearest the date the Unitholder purchase his Units) in order to determine his
initial tax basis for his pro rata portion of each Security held by the Trust.
Unitholders should consult their own tax advisers with regard to calculation of
basis. For federal income tax purposes, a Unitholder's pro rata portion of
dividends as defined by Section 316 of the Code paid by a corporation with
respect to a Security held by the Trust are taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings and profits". A
Unitholder's pro rata portion of dividends paid on such Security which exceeds
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Security, and to the extent that such dividends
exceed a Unitholder's tax basis in such Equity Security shall generally be
treated as capital gain. In general, the holding period for such capital gain
will be determined by the period of time a Unitholder has held his Units.
3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain, except in the case of a dealer or a financial
institution. A Unitholder's portion of loss, if any, upon the sale or redemption
of Units or the disposition of Securities held by the Trust will generally be
considered a capital loss (except in the case of a dealer or a financial
institution). Unitholders should consult their tax advisers regarding the
recognition of such capital gains and losses for federal income tax purposes.
Deferred Sales Charge. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Trust is deferred. The income (or proceeds from redemption) a
Unitholder must take into account for federal income tax purposes is not reduced
by amounts deducted to pay the deferred sales charge. Unitholders should consult
their own tax advisers as to the income tax consequences of the deferred sales
charge.
Dividends Received Deduction. A Unitholder will be considered to have
received all of the dividends paid on his pro rata portion of each Security when
such dividends are received by the Trust regardless of whether such dividends
are used to pay a portion of a deferred sales charge. Unitholders will be taxed
in this manner regardless of whether distributions from the Trust are actually
received by the Unitholder or are automatically reinvested. A corporation that
owns Units will generally be entitled to a 70% dividends received deduction with
respect to such Unitholder's pro rata portion of dividends received by the Trust
(to the extent such dividends are taxable as ordinary income, as discussed
above, and are attributable to domestic corporations) in the same manner as if
such corporation directly owned the Securities paying such dividends (other than
corporate Unitholders, such as "S" corporations, which are not eligible for the
deduction because of their special characteristics and other than for purposes
of special taxes such as the accumulated earnings tax and the personal holding
corporation tax). However, a corporation owning Units should be aware that
Sections 246 and 246A of the Code impose additional limitations on the
eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Final regulations have been issued which address special rules that must
be considered in determining whether the 46 day holding requirement is met.
Moreover, the allowable percentage of the deduction will be reduced from 70% if
a corporate Unitholder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations. Unitholders should
consult with their tax advisers with respect to the limitations on and possible
modifications to the dividends received deduction.
Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. As a result of the Tax Reform Act of 1986, certain miscellaneous
itemized deductions, such as investment expenses, tax return preparation fees
and employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation. Unitholders should
consult with their own tax advisers regarding the deductibility of Trust
expenses.
Recognition of Taxable Gain or Loss Upon Disposition of Securities by the
Trust or Disposition of Units. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit. The Internal Revenue Service Restructing and
Reform Act of 1998 (the "1998 Tax Act") provides that for taxpayers other than
corporations, net capital gain (which is defined as net long-term capital gain
over net short-term capital loss for the taxable year) realized from property
(with certain exclusions) is subject to a maximum marginal stated tax rate of
20% (10% in the case of certain taxpayers in the lowest tax bracket). 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.
The date on which a Unit is acquired (i.e., the "trade date") is excluded for
purposes of determining the holding period of the Unit. Capital gains realized
from assets held for one year or less are taxed at the same rates as ordinary
income.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Trust including his pro rata
portion of all Securities represented by a Unit.
The Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting notional principal
contracts, futures or forward contracts or similar transactions) as constructive
sales for purposes of recognition of gain (but not of loss) and for purposes of
determining the holding period. Unitholders should consult their own tax
advisers with regard to any such constructive sales rules.
Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of Unitholders--Redemption of
Units", under certain circumstances a Unitholder tendering Units for redemption
may request an in kind distribution. A Unitholder may also under certain
circumstances request an in kind distribution upon the termination of the Trust.
See "Rights of Unitholders--Redemption of Units. As previously discussed, prior
to the redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust's assets for
federal income tax purposes. The receipt of an in kind distribution will result
in a Unitholder receiving whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an in kind distribution
with respect to each Security held by the Trust will depend on whether or not a
Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
the Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of such Security held by the Trust, such Unitholder will
generally recognize gain or loss based upon the difference between the amount of
cash received by the Unitholder and his tax basis in such fractional share of a
Security held by the Trust.
Because the Trust will own many Securities, a Unitholder who requests an in
kind distribution will have to analyze the tax consequences with respect to each
Security owned by the Trust. The amount of taxable gain (or loss) recognized
upon such exchange will generally equal the sum of the gain (or loss) recognized
under the rules described above by such Unitholder with respect to each Security
owned by the Trust. Unitholders who request an in kind distribution are advised
to consult their tax advisers in this regard.
Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax
basis in his Units will generally equal the price paid by such Unitholder of his
Units. The cost of the Units is allocated among the Securities held in the Trust
in accordance with the proportion of the fair market values of such Securities
on the valuation date nearest the date the Units are purchased in order to
determine such Unitholder's tax basis for his pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by the Trust will be reduced to the extent dividends paid with respect to
such Security are received by the Trust which are not taxable as ordinary income
as described above.
Other Matters. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by the Trust to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by the Trust (other than those
that are not treated as United States source income, if any) will generally be
subject to United States income taxation and withholding in the case of Units
held by non-resident alien individuals, foreign corporations or other non-United
States persons. Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the gross
income of the foreign corporations for a three-year period ending with the close
of its taxable year preceding payment was effectively connected to the conduct
of a trade or business within the United States. In addition, such earnings may
be exempt from U.S. withholding pursuant to a specific treaty between the United
States and a foreign country. Non-U.S. Unitholders should consult their own tax
advisers regarding the imposition of U.S. withholding on distributions from the
Trust.
It should be noted that payments to the Trust of dividends on Securities that
are attributable to foreign corporations may be subject to foreign withholding
taxes and Unitholders should consult their tax advisers regarding the potential
tax consequences relating to the payment of any such withholding taxes by the
Trust. Any dividends withheld as a result thereof will nevertheless be treated
as income to the Unitholders. Because, under the grantor trust rules, an
investor is deemed to have paid directly his share of foreign taxes that have
been paid or accrued, if any, an investor may be entitled to a foreign tax
credit or deduction for United States tax purposes with respect to such taxes.
The 1997 Tax Act imposes a required holding period for such credits. Investors
should consult their tax advisers with respect to foreign withholding taxes and
foreign tax credits.
At the termination of the Trust, the Trustee will furnish to each Unitholder
of the Trust a statement containing information relating to the dividends
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security (resulting from redemption or the
sale of any Security), and the fees and expenses paid by the Trust. The Trustee
will also furnish annual information returns to Unitholders and to the Internal
Revenue Service.
In the opinion of special counsel to the Trust for New York tax matters, the
Trust is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the Unitholders under the existing income tax
laws of the State and City of New York.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholders") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
of the Trust that (a) is (i) for United States federal income tax purposes a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose
income from a Unit is effectively connected with such Unitholder's conduct of a
United States trade or business. The term also includes certain former citizens
of the United States whose income and gain on the Units will be taxable.
Unitholders should consult their tax advisers regarding potential foreign, state
or local taxation with respect to the Units.

TRUST OPERATING EXPENSES
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Compensation of Sponsor, Supervisor and Evaluator. The Sponsor will not
receive any fees in connection with its activities relating to the Trusts.
However, the Supervisor and Evaluator, which are affiliates of the Sponsor, will
receive the annual fee for portfolio supervisory and evaluation services set
forth in the "Fee Table". These fees may exceed the actual costs of providing
these services to the Trusts but at no time will the total amount received for
supervisory and evaluation services rendered to all Van Kampen unit investment
trusts in any calendar year exceed the aggregate cost of providing these
services in that year.
Trustee's Fee. For its services the Trustee will receive the fee from each
Trust set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Trust expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to each Trust is
expected to result from the use of these funds.
Miscellaneous Expenses. The following additional charges are or may be
incurred by a Trust: (a) normal expenses (including the cost of mailing reports
to Unitholders) incurred in connection with the operation of such Trust, (b)
fees of the Trustee for extraordinary services, (c) expenses of the Trustee
(including legal and auditing expenses) and of counsel designated by the
Sponsor, (d) various governmental charges, (e) expenses and costs of any action
taken by the Trustee to protect a Trust and the rights and interests of
Unitholders, (f) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of a Trust without negligence, bad faith
or wilful misconduct on its part, (g) foreign custodial and transaction fees,
(h) costs associated with liquidating the securities held in a Trust portfolio,
(i) any offering costs incurred after the end of the initial offering period and
(j) expenditures incurred in contacting Unitholders upon termination of a Trust.
Each Trust may pay the expenses of updating its registration statement each
year. Unit investment trust sponsors have historically paid these expenses.
General. The fees and expenses of a Trust will accrue on a daily basis. The
deferred sales charge, fees and expenses are generally paid out of the Capital
Account of the related Trust. When these amounts are paid by or owing to the
Trustee, they are secured by a lien on the related Trust's portfolio. It is
expected that Securities will be sold to pay these amounts which will result in
capital gains or losses to Unitholders. See "Taxation". The Supervisor's,
Evaluator's and Trustee's fees may be increased without approval of the
Unitholders by amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index or, if this
category is not published, in a comparable category.

OTHER MATTERS
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Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Trustee
and as special counsel for New York tax matters.
Independent Certified Public Accountants. The statements of condition and the
related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Trust with the SEC. The Information
Supplement, which has been filed with the SEC, includes more detailed
information concerning the Securities, investment risks and general information
about the Trust. Information about your Trust (including the Information
Supplement) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You may obtain information about the Public Reference Room by
calling 1-202-942-8090. Reports and other information about your Trust are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplication fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.

TABLE OF CONTENTS
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Title Page
----- ----
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Bandwidth & Telecommunications Trusts....... 4
Biotechnology & Pharmaceutical Trusts....... 7
Global Wireless Trusts...................... 10
Internet Trusts............................. 13
Morgan Stanley High-Technology
35 IndexSM Trusts........................ 16
Semiconductor Trusts........................ 19
Notes to Portfolios......................... 22
The Securities.............................. 23
Report of Independent Certified
Public Accountants....................... 42
Statements of Condition .................... 43
The Trusts.................................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-4
Retirement Accounts......................... A-8
Wrap Fee and Advisory Accounts.............. A-8
Rights of Unitholders....................... A-8
Trust Administration........................ A-10
Taxation.................................... A-12
Trust Operating Expenses.................... A-16
Other Matters............................... A-17
Additional Information...................... A-17

EMSPRO209

#37623

#36661

#37749

#36676

#36679

PROSPECTUS

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February 15, 2000

Van Kampen
Focus Portfolios(SM)

Bandwidth & Telecommunications
Trust, Series 9A
Bandwidth & Telecommunications
Trust, Series 9B

Biotechnology & Pharmaceutical
Trust, Series 9A
Biotechnology & Pharmaceutical
Trust, Series 9B

Global Wireless Trust, Series 1A
Global Wireless Trust, Series 1B

Internet Trust, Series 19A
Internet Trust, Series 19B

Morgan Stanley High-Technology
35 IndexSM Trust, Series 11A
Morgan Stanley High-Technology
35 IndexSM Trust, Series 11B

Semiconductor Trust, Series 1A
Semiconductor Trust, Series 1B

Van Kampen Funds Inc.

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard
Houston, Texas 77056

Please retain this prospectus for future reference.