VAN KAMPEN FOCUS PORTFOLIOS SERIES 228, 487, 2000-05-19

VAN KAMPEN FOCUS PORTFOLIOS SERIES 228
487, 2000-05-19

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MEMORANDUM OF CHANGES
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 228

The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of Van
Kampen Focus Portfolios, Series 228 on May 19, 2000. An effort has been made to
set forth below each of the major changes and also to reflect the same by
blacklining the marked counterparts of the Prospectus submitted with the
Amendment.

Cover Page. The date of the Prospectus has been completed.

Pages 2-3. "The Summary of Essential Financial Information" section
and "Fee Table" have been completed.

Pages 4-10. Revisions have been made and the portfolios have been
completed.

Pages 11-18. The descriptions of the Securities issuers have been
completed.

Pages 19-20. The Report of Independent Certified Public Accountants
and Statements of Condition have been completed.

FILE NO. 333-35282
CIK #1104560

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

Amendment No. 1
to
Form S-6

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

A. Exact Name of Trust: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 228

B. Name of Depositor: VAN KAMPEN FUNDS INC.

C. Complete address of Depositor's principal executive offices:

One Parkview Plaza
Oakbrook Terrace, Illinois 60181

D. Name and complete address of agents for service:

CHAPMAN AND CUTLER VAN KAMPEN FUNDS INC.
Attention: Mark J. Kneedy Attention: A. Thomas Smith III, General Counsel
111 West Monroe Street One Parkview Plaza
Chicago, Illinois 60603 Oakbrook Terrace, Illinois 60181

E. Title of securities being registered: Units of proportionate interest

F. Approximate date of proposed sale to the public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT

/ X / Check box if it is proposed that this filing will become effective at 8:00
a.m. on May 19, 2000 pursuant to Rule 487.

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

Internet Trust
Series 21A
Series 21B

Morgan Stanley High-Technology
35 IndexSM Trust
Series 13A
Series 13B

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

Van Kampen Focus Portfolios, Series 228 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 stocks of companies within
a single industry or sector. Of course, we cannot guarantee that a Trust will
achieve its objective.

May 19, 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
May 19, 2000

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

Portfolio Information
Initial number of Units (3) 14,476 14,476 14,611 14,611
Aggregate value of Securities (1) $ 143,308 $ 143,308 $ 144,642 $ 144,642
Estimated annual dividends per Unit (4) N/A N/A $ .01121 $ .01121
Redemption price per Unit (5) $ 9.705 $ 9.550 $ 9.705 $ 9.550

</TABLE>

General Information
Initial Date of Deposit May 19, 2000
Mandatory Termination Date--Series A Trusts August 21, 2001
Mandatory Termination Date--Series B Trusts May 17, 2005
Record Date--Series A Trusts March 10, 2001
Distribution Date--Series A Trusts March 25, 2001
Record Date--Series B Trusts June 10 and December 10
Distribution Date--Series B Trusts June 25 and December 25

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

(1) Each Security is valued at the most recent closing sale price as of the
close of the New York Stock Exchange on the 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
one month). The estimated amount for each Trust is described 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".

(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

High-Tech High-Tech
Internet Internet Index Index
Series A Series B Series A Series B
Trust Trust Trust Trust
---------- ----------- ---------- ----------
Transaction Fees (as % of offering price)
<S> <C> <C> <C> <C>
Initial sales charge (1) 1.00% 1.00% 1.00% 1.00%
Deferred sales charge (2) 1.95% 3.50% 1.95% 3.50%
---------- ----------- ---------- ----------
Maximum sales charge 2.95% 4.50% 2.95% 4.50%
========== =========== ========== ==========

Maximum sales charge on reinvested dividends 0.00% 0.00% 0.00% 0.00%
========== =========== ========== ==========

Estimated Organizational Costs per Unit (3) $ 0.01492 $ 0.01895 $ 0.01228 $ 0.01747
========== =========== ========== ==========
Estimated Annual Expenses per Unit
Trustee's fee and operating expenses $ 0.00932 $ 0.01088 $ 0.00932 $ 0.01088
Supervisory and evaluation fees $ 0.00500 $ 0.00500 $ 0.00500 $ 0.00500
---------- ----------- ---------- ----------
Estimated annual expenses per Unit $ 0.01432 $ 0.01588 $ 0.01432 $ 0.01588
========== =========== ========== ==========
Estimated Costs Over Time
One year $ 32 $ 49 $ 32 $ 48
Three years $ 78 $ 53 $ 78 $ 52
Five years N/A $ 57 N/A $ 56
Ten years N/A N/A N/A 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 the 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 September 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) You will bear all or a portion of the expenses incurred in organizing and
offering your Trust. The Trustee will deduct the actual amount of these
expenses from your Trust at the end of the initial offering period.

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.

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.

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>
32 Applied Micro Circuits Corporation $ 103.188 0.00% $ 3,302.00
22 Broadcom Corporation 152.563 0.00 3,356.38
25 CIENA Corporation 137.500 0.00 3,437.50
62 Cisco Systems, Inc. 55.438 0.00 3,437.13
18 Corning, Inc. 191.250 0.38 3,442.50
36 GlobeSpan, Inc. 87.875 0.00 3,163.50
21 Juniper Networks, Inc. 170.125 0.00 3,572.63
25 Newport Corporation 135.750 0.01 3,393.75
3 62 Nortel Networks Corporation 56.438 0.11 3,499.13
22 PMC-Sierra, Inc. 157.375 0.00 3,462.25
49 Redback Networks, Inc. 70.000 0.00 3,430.00
40 Sycamore Networks, Inc. 92.813 0.00 3,712.50
16 SDL, Inc. 210.063 0.00 3,361.00
39 JDS Uniphase Corporation 86.563 0.00 3,375.94
67 Vitesse Semiconductor Corporation 50.313 0.00 3,370.94
Business-to-Business/Business-to-Consumers
68 Art Technology Group, Inc. 51.688 0.00 3,514.75
54 Ariba, Inc. 63.938 0.00 3,452.63
75 BroadVision, Inc. 45.813 0.00 3,435.94
46 Oracle Corporation 73.063 0.00 3,360.88
73 Vignette Corporation 46.813 0.00 3,417.31
Hardware
28 Intel Corporation 123.938 0.06 3,470.25
42 Sun Microsystems, Inc. 80.938 0.00 3,399.38
Internet Portfolio
59 CMGI, Inc. 56.188 0.00 3,315.06
Personal Ditigal Assistants
+ 64 Nokia Oyj 53.250 0.31 3,408.00
Portals
26 Yahoo!, Inc. 132.000 0.00 3,432.00
Security
3 19 Check Point Software Technologies, Limited 173.063 0.00 3,288.19
26 VeriSign, Inc. 130.563 0.00 3,394.63
Service
63 America Online, Inc. 55.438 0.00 3,492.56
60 DoubleClick, Inc. 56.438 0.00 3,386.25
46 Exodus Communications, Inc. 76.625 0.00 3,524.75
75 Gemstar International Group, Limited 45.125 0.00 3,384.38
58 InfoSpace, Inc. 59.063 0.00 3,425.63
28 Inktomi Corporation 120.688 0.00 3,379.25
53 Microsoft Corporation 66.250 0.00 3,511.25
40 Phone.com, Inc. 81.500 0.00 3,260.00
96 RealNetworks, Inc. 36.438 0.00 3,498.00
Software
29 Adobe Systems, Inc. 115.063 0.09 3,336.81
25 Siebel Systems, Inc. 130.188 0.00 3,254.69
Storage
29 Brocade Communications Systems, Inc. 117.813 0.00 3,416.56
28 EMC Corporation 120.875 0.00 3,384.50
31 VERITAS Software Corporation 111.438 0.00 3,454.56
Wireless
35 QUALCOMM, Inc. 96.938 0.00 3,392.81
- ---------- ------------
1,812 $ 143,308.17
========== ============
</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>
32 Applied Micro Circuits Corporation $ 103.188 0.00% $ 3,302.00
22 Broadcom Corporation 152.563 0.00 3,356.38
25 CIENA Corporation 137.500 0.00 3,437.50
62 Cisco Systems, Inc. 55.438 0.00 3,437.13
18 Corning, Inc. 191.250 0.38 3,442.50
36 GlobeSpan, Inc. 87.875 0.00 3,163.50
21 Juniper Networks, Inc. 170.125 0.00 3,572.63
25 Newport Corporation 135.750 0.01 3,393.75
3 62 Nortel Networks Corporation 56.438 0.11 3,499.13
22 PMC-Sierra, Inc. 157.375 0.00 3,462.25
49 Redback Networks, Inc. 70.000 0.00 3,430.00
40 Sycamore Networks, Inc. 92.813 0.00 3,712.50
16 SDL, Inc. 210.063 0.00 3,361.00
39 JDS Uniphase Corporation 86.563 0.00 3,375.94
67 Vitesse Semiconductor Corporation 50.313 0.00 3,370.94
Business-to-Business/Business-to-Consumers
68 Art Technology Group, Inc. 51.688 0.00 3,514.75
54 Ariba, Inc. 63.938 0.00 3,452.63
75 BroadVision, Inc. 45.813 0.00 3,435.94
46 Oracle Corporation 73.063 0.00 3,360.88
73 Vignette Corporation 46.813 0.00 3,417.31
Hardware
28 Intel Corporation 123.938 0.06 3,470.25
42 Sun Microsystems, Inc. 80.938 0.00 3,399.38
Internet Portfolio
59 CMGI, Inc. 56.188 0.00 3,315.06
Personal Ditigal Assistants
+ 64 Nokia Oyj 53.250 0.31 3,408.00
Portals
26 Yahoo!, Inc. 132.000 0.00 3,432.00
Security
3 19 Check Point Software Technologies, Limited 173.063 0.00 3,288.19
26 VeriSign, Inc. 130.563 0.00 3,394.63
Service
63 America Online, Inc. 55.438 0.00 3,492.56
60 DoubleClick, Inc. 56.438 0.00 3,386.25
46 Exodus Communications, Inc. 76.625 0.00 3,524.75
75 Gemstar International Group, Limited 45.125 0.00 3,384.38
58 InfoSpace, Inc. 59.063 0.00 3,425.63
28 Inktomi Corporation 120.688 0.00 3,379.25
53 Microsoft Corporation 66.250 0.00 3,511.25
40 Phone.com, Inc. 81.500 0.00 3,260.00
96 RealNetworks, Inc. 36.438 0.00 3,498.00
Software
29 Adobe Systems, Inc. 115.063 0.09 3,336.81
25 Siebel Systems, Inc. 130.188 0.00 3,254.69
Storage
29 Brocade Communications Systems, Inc. 117.813 0.00 3,416.56
28 EMC Corporation 120.875 0.00 3,384.50
31 VERITAS Software Corporation 111.438 0.00 3,454.56
Wireless
35 QUALCOMM, Inc. 96.938 0.00 3,392.81
- ---------- ------------
1,812 $ 143,308.17
========== ============
</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 and Business Services, Enterprise
Software/Technical Software (CAD/CAM), Internet and PC Software, Networking and
Telecommunication Equipment, Server Hardware, PC Hardware and Peripherals,
Semiconductor Capital Equipment 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>
79 Automatic Data Porcessing, Inc. $ 51.438 0.68% $ 4,063.56
66 Electronic Data Systems Corporation 63.125 0.95 4,166.25
84 First Data Corporation 50.188 0.16 4,215.75
Electronics Manufacturing Services
92 Solectron Corporation 34.438 0.00 3,168.25
Enterprise Software/Technical Software
65 Computer Associates International, Inc. 51.750 0.15 3,363.75
87 Oracle Corporation 73.063 0.00 6,356.44
128 Parametric Technology Corporation 9.375 0.00 1,200.00
186 PeopleSoft, Inc. 15.000 0.00 2,790.00
Internet & PC Software
42 Amazon.com, Inc. 55.438 0.00 2,328.38
46 America Online, Inc. 55.438 0.00 2,550.13
48 Electronic Arts, Inc. 61.813 0.00 2,967.00
75 Intuit, Inc. 26.125 0.00 1,959.38
34 Microsoft Corporation 66.250 0.00 2,252.50
22 Yahoo!, Inc. 132.000 0.00 2,904.00
Networking & Telecom Equipment
81 3Com Corporation 43.188 0.00 3,498.19
35 Broadcom Corporation 152.563 0.00 5,339.69
78 Cisco Systems, Inc. 55.438 0.00 4,324.13
65 JDS Uniphase Corporation 86.563 0.00 5,626.56
49 Lucent Technologies, Inc. 56.125 0.14 2,750.13
30 Motorola, Inc. 93.063 0.17 2,791.88
3 87 Nortel Networks Corporation 56.438 0.11 4,910.06
62 Tellabs, Inc. 61.188 0.00 3,793.63
PC Hardware & Data Storage
157 Compaq Computer Corporation 27.938 0.36 4,386.19
86 Dell Computer Corporation 47.938 0.00 4,122.63
89 Seagate Technology, Inc. 55.063 0.00 4,900.56
Semiconductor Capital Equipment
71 Applied Materials, Inc. 85.063 0.00 6,039.44
Semiconductors
48 Intel Corporation 123.938 0.06 5,949.00
109 Micron Technology, Inc. 64.750 0.00 7,057.75
+ 82 STMicroelectronics N.V. 63.563 0.04 5,212.13
39 Texas Instruments, Inc. 145.000 0.12 5,655.00
96 Xilinx, Inc. 64.000 0.00 6,144.00
Server & Enterprise Hardware
41 EMC Corporation 120.875 0.00 4,955.88
37 Hewlett-Packard Company 131.688 0.49 4,872.44
36 International Business Machines Corporation 106.063 0.49 3,818.25
52 Sun Microsystems, Inc. 80.938 0.00 4,208.75
- ---------- ------------
2,484 $ 144,641.68
========== ============

</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>
79 Automatic Data Porcessing, Inc. $ 51.438 0.68% $ 4,063.56
66 Electronic Data Systems Corporation 63.125 0.95 4,166.25
84 First Data Corporation 50.188 0.16 4,215.75
Electronics Manufacturing Services
92 Solectron Corporation 34.438 0.00 3,168.25
Enterprise Software/Technical Software
65 Computer Associates International, Inc. 51.750 0.15 3,363.75
87 Oracle Corporation 73.063 0.00 6,356.44
128 Parametric Technology Corporation 9.375 0.00 1,200.00
186 PeopleSoft, Inc. 15.000 0.00 2,790.00
Internet & PC Software
42 Amazon.com, Inc. 55.438 0.00 2,328.38
46 America Online, Inc. 55.438 0.00 2,550.13
48 Electronic Arts, Inc. 61.813 0.00 2,967.00
75 Intuit, Inc. 26.125 0.00 1,959.38
34 Microsoft Corporation 66.250 0.00 2,252.50
22 Yahoo!, Inc. 132.000 0.00 2,904.00
Networking & Telecom Equipment
81 3Com Corporation 43.188 0.00 3,498.19
35 Broadcom Corporation 152.563 0.00 5,339.69
78 Cisco Systems, Inc. 55.438 0.00 4,324.13
65 JDS Uniphase Corporation 86.563 0.00 5,626.56
49 Lucent Technologies, Inc. 56.125 0.14 2,750.13
30 Motorola, Inc. 93.063 0.17 2,791.88
3 87 Nortel Networks Corporation 56.438 0.11 4,910.06
62 Tellabs, Inc. 61.188 0.00 3,793.63
PC Hardware & Data Storage
157 Compaq Computer Corporation 27.938 0.36 4,386.19
86 Dell Computer Corporation 47.938 0.00 4,122.63
89 Seagate Technology, Inc. 55.063 0.00 4,900.56
Semiconductor Capital Equipment
71 Applied Materials, Inc. 85.063 0.00 6,039.44
Semiconductors
48 Intel Corporation 123.938 0.06 5,949.00
109 Micron Technology, Inc. 64.750 0.00 7,057.75
+ 82 STMicroelectronics N.V. 63.563 0.04 5,212.13
39 Texas Instruments, Inc. 145.000 0.12 5,655.00
96 Xilinx, Inc. 64.000 0.00 6,144.00
Server & Enterprise Hardware
41 EMC Corporation 120.875 0.00 4,955.88
37 Hewlett-Packard Company 131.688 0.49 4,872.44
36 International Business Machines Corporation 106.063 0.49 3,818.25
52 Sun Microsystems, Inc. 80.938 0.00 4,208.75
- ---------- ------------
2,484 $ 144,641.68
========== ============

</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 May
18, 2000 and have a settlement date of May 21, 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:

Profit
Cost to (Loss) To
Sponsor Sponsor
-------------- --------------
Internet Series A $143,314 $ (6)
Internet Series B $143,314 $ (6)
High-Tech Index Series A $144,645 $ (3)
High-Tech Index Series B $144,645 $ (3)

"+" 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.

Internet Trust

Adobe Systems, Inc. Adobe Systems, Inc. develops, markets, and supports
computer software products and technologies. The company's products allow users
to express and use information across all print and electronic media. Adobe
offers a line of application software products, type products, and content for
creating, distributing, and managing information.

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, interactive conversations, and guest interviews.

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.

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.

Art Technology Group, Inc. Art Technology Group, Inc. offers an integrated
suite of Internet customer relationship management and electronic commerce
software applications. The company also offers related application development,
integration, and support services. Art Technology's Dynamo product suite
includes a Web page generation engine and application server, and e-commerce
management applications.

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.

BroadVision, Inc. BroadVision, Inc. develops, markets, and supports
application software solutions that personalize e-business. The company's
solutions enable e-businesses to use the Web and a variety of wireless devices
as platforms to conduct electronic commerce, offer online customer self-service
and support, deliver information, and provide financial services.

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.

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.

CIENA Corporation. CIENA Corporation provides optical networking equipment.
The company offers products for tele- and data-communications service providers
worldwide. CIENA's customers include long distance carriers, competitive local
exchange carriers, Internet service providers, and wholesale carriers. The
company offers optical transport, intelligent switching, and multi-service
delivery systems.

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.

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.

Corning, Inc. Corning, Inc. conducts operations in the telecommunications,
advanced materials, and information display industries. The company produces
optical fiber, cable, and photonic components for the telecommunications
industry, as well as produces glass panels, funnels, liquid crystal display
glass and projection video lens assemblies for the information display industry.

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.

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.

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.

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.

InfoSpace, Inc. InfoSpace, Inc. provides commerce, information, and
communication infrastructure services to wireless devices, merchants, and Web
sites. The company's affiliates include a network of wireless and other
non-personal computer devices, including cellular phones, online kiosks, and
personal digital assistants. InfoSpace's affiliate network also consists of
various Web sites.

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.

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.

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.

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.

Newport Corporation. Newport Corporation designs, manufactures, and markets
components, instruments, and integrated systems to fiber-optic communications,
semiconductor equipment, computer peripherals, and scientific research markets.
The company's customers include Fortune 500 corporations, technology companies,
and research laboratories in commercial, academic, and government sectors
worldwide.

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.

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.

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.

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.

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.

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.

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.

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.

Siebel Systems, Inc. Siebel Systems, Inc. provides eBusiness applications.
The company's applications enable organizations to sell to, market to, and
service its customers across multiple channels, including the Web, call centers,
field, resellers, retail, and dealer networks.

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.

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.

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.

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 Index Trust

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.

Amazon.com, Inc. Amazon.com, Inc., an online retailer, sells books, music,
videotapes, audiotapes, 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.

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 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 offering securities transaction
processing and investor communications services.

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 mainframe computers, and
in client/server environments. 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, network servers, and storage products. The company sells its
products and services to corporate, government, healthcare, 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, faxes, personal computers, workstations, storage solutions,
and other computing and printing systems. Hewlett-Packard sells its products
worldwide.

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.

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.

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, work-stations, PCs, minicomputers, mainframes, and
massively parallel computers.

Parametric Technology Corporation. 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
enterprise 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.

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.

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 228:

We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 228 as of May 19, 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 auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the 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
228 as of May 19, 2000, in conformity with accounting principles generally
accepted in the United States.

GRANT THORNTON LLP
Chicago, Illinois
May 19, 2000

STATEMENTS OF CONDITION
As of May 19, 2000

High-Tech High-Tech
Internet Internet Index Index
Series A Series B Series A Series B
--------------- --------------- --------------- --------------
INVESTMENT IN SECURITIES
<S> <C> <C> <C> <C>
Contracts to purchase Securities (1) $ 143,308 $ 143,308 $ 144,642 $ 144,642
--------------- --------------- --------------- --------------
Total $ 143,308 $ 143,308 $ 144,642 $ 144,642
=============== =============== =============== ==============

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 216 $ 274 $ 179 $ 255
Deferred sales charge liability (3) 2,823 5,067 2,849 5,114
Interest of Unitholders--
Cost to investors (4) 144,760 144,760 146,110 146,110
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,491 6,793 4,496 6,837
--------------- --------------- --------------- --------------
Net interest to Unitholders (4) 140,269 137,967 141,614 139,273
--------------- --------------- --------------- --------------
Total $ 143,308 $ 143,308 $ 144,642 $ 144,642
=============== =============== =============== ==============
</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.

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 stocks of companies within a single industry or sector. 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
$1.7 billion; Mid-Cap -- $1.7 billion to $10.8 billion; and Large-Cap -- over
$10.8 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 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
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. The Internet and Morgan Stanley High-Technology 35 Index
Trusts invest in a single industry. Any negative impact on the technology
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 the
technology industry before you invest.
Technology 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.
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.

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 10, 2001 for the
Series B Trusts, the secondary market sales charge will be 4.50% and will not
include deferred payments. The sales charge for Series B Trusts will reduce by
0.5% on each subsequent May 19 to a minimum of 3.00%. The initial offering
period sales charge is reduced as follows:

Series A
Transaction Trust Series B Trust
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 brokerage
services, 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.
Your Trust will charge the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that the
sales charge you must pay is less than the applicable deferred sales charge, you
will be credited the difference between your sales charge and the deferred sales
charge at the time you buy your Units. If you elect to have distributions
reinvested into additional Units of your Trust, in addition to the reinvestment
Units you receive you will also be credited additional Units with a dollar value
sufficient to cover the amount of any remaining deferred sales charge to be
collected on such Units at the time of reinvestment. The dollar value of these
Units will fluctuate over time.
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.

Series A
Transaction Trust Series B Trust
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
21A and Series 21B may be aggregated but Units of Internet Trust, Series 21A may
not be aggregated with Units of Morgan Stanley High-Technology 35 Index Trust,
Series 13B.
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 by investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for brokerage
services, 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. 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 without a
sales charge (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. 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.
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. If securities or
property are 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 its principal offices at 1 Parkview Plaza, P.O. Box 5555, Oakbrook
Terrace, Illinois 60181-5555, (630) 684-6000. 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
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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
Internet Trusts............................. 4
Morgan Stanley High-Technology
35 IndexSM Trusts........................ 7
Notes to Portfolios......................... 10
The Securities.............................. 11
Report of Independent Certified
Public Accountants....................... 19
Statements of Condition .................... 20
The Trusts.................................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-3
Retirement Accounts......................... A-7
Wrap Fee and Advisory Accounts.............. A-7
Rights of Unitholders....................... A-7
Trust Administration........................ A-9
Taxation.................................... A-11
Trust Operating Expenses.................... A-15
Other Matters............................... A-16
Additional Information...................... A-16

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When Units of the Trusts are no longer available this prospectus may be used as
a preliminary prospectus for a future Trust. If this prospectus is used for
future Trusts you should note the following:

The information in this prospectus is not complete with respect to future Trust
series and may be changed. No person may sell Units of future Trusts until a
registration statement is filed with the Securities and Exchange Commission and
is effective. This prospectus is not an offer to sell Units and is not
soliciting an offer to buy Units in any state where the offer or sale is not
permitted.

EMSPRO228

#37623

#37247

PROSPECTUS

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MAY 19, 2000

Van Kampen
Focus Portfolios(SM)

Internet Trust, Series 21A
Internet Trust, Series 21B

Morgan Stanley High-Technology
35 IndexSM Trust, Series 13A
Morgan Stanley High-Technology
35 IndexSM Trust, Series 13B

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.

Van Kampen
Information Supplement
Van Kampen Focus Portfolios, Series 228

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

This Information Supplement provides additional information concerning the
risks and operations of the Trust which is not described in the Prospectus. This
Information Supplement should be read in conjunction with the Prospectus. This
Information Supplement is not a prospectus, does not include all of the
information that an investor should consider before investing in a Trust and may
not be used to offer or sell Units without the Prospectus. Copies of the
Prospectus can be obtained by contacting the Sponsor at 1 Parkview Plaza, P.O.
Box 5555, Oakbrook Terrace, Illinois 60181-5555 or by contacting your broker.
This Information Supplement is dated as of the date of the Prospectus and all
capitalized terms have been defined in the Prospectus.

Table of Contents

Page
Risk Factors 2
The Trusts 4
Sponsor Information 6
Trustee Information 7
Trust Termination 8

RISK FACTORS
Price Volatility. Because the Trusts invest in common stocks of U.S. and
foreign companies, you should understand the risks of investing in common stocks
before purchasing Units. These risks include the risk that the financial
condition of the company or the general condition of the stock market may worsen
and the value of the stocks (and therefore Units) will fall. Common stocks are
especially susceptible to general stock market movements. The value of common
stocks often rises or falls rapidly and unpredictably as market confidence and
perceptions of companies change. These perceptions are based on factors
including expectations regarding government economic policies, inflation,
interest rates, economic expansion or contraction, political climates and
economic or banking crises. The value of Units will fluctuate with the value of
the stocks in a Trust and may be more or less than the price you originally paid
for your Units. As with any investment, we cannot guarantee that the performance
of a Trust will be positive over any period of time. 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.
Dividends. Common stocks represent ownership interests in a company and are
not obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means that
common stockholders have a right to receive dividends only if a company's board
of directors declares a dividend and the company has provided for payment of all
of its creditors, bondholders and preferred stockholders. If a company issues
additional debt securities or preferred stock, the owners of these securities
will have a claim against the company's assets before common stockholders if the
company declares bankruptcy or liquidates its assets even though the common
stock was issued first. As a result, the company may be less willing or able to
declare or pay dividends on its common stock.
Foreign Stocks. Because certain Trusts invest in foreign common stocks,
they involve additional risks that differ from an investment in domestic stocks.
Investments in foreign securities may involve a greater degree of risk than
those in domestic securities. There is generally less publicly available
information about foreign companies in the form of reports and ratings similar
to those that are published about issuers in the United States. Also, foreign
issuers are generally not subject to uniform accounting, auditing and financial
reporting requirements comparable to those applicable to United States issuers.
With respect to certain foreign countries, there is the possibility of adverse
changes in investment or exchange control regulations, expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other assets of a Trust, political or social instability, or diplomatic
developments which could affect United States investments in those countries.
Moreover, industrial foreign economies may differ favorably or unfavorably from
the United States' economy in terms of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Foreign securities markets are generally not as developed or
efficient as those in the United States. While growing in volume, they usually
have substantially less volume than the New York Stock Exchange, and securities
of some foreign issuers are less liquid and more volatile than securities of
comparable United States issuers. Fixed commissions on foreign exchanges are
generally higher than negotiated commissions on United States exchanges. There
is generally less government supervision and regulation of securities exchanges,
brokers and listed issuers than in the United States.
Foreign Currencies. Certain Trusts also involve the risk that fluctuations
in exchange rates between the U.S. dollar and foreign currencies may negatively
affect the value of the stocks. For example, if a foreign stock rose 10% in
price but the U.S. dollar gained 5% against the related foreign currency, a U.S.
investor's return would be reduced to about 5%. This is because the foreign
currency would "buy" fewer dollars or, conversely, a dollar would buy more of
the foreign currency. Many foreign currencies have fluctuated widely against the
U.S. dollar for a variety of reasons such as supply and demand of the currency,
investor perceptions of world or country economies, political instability,
currency speculation by institutional investors, changes in government policies,
buying and selling of currencies by central banks of countries, trade balances
and changes in interest rates. A Trust's foreign currency transactions will be
conducted with foreign exchange dealers acting as principals on a spot (i.e.,
cash) buying basis. These dealers realize a profit based on the difference
between the price at which they buy the currency (bid price) and the price at
which they sell the currency (offer price). The Evaluator will estimate the
currency exchange rates based on current activity in the related currency
exchange markets, however, due to the volatility of the markets and other
factors, the estimated rates may not be indicative of the rate a Trust might
obtain had the Trustee sold the currency in the market at that time.
Liquidity. Whether or not the stocks in a Trust are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.
Additional Units. The Sponsor may create additional Units of a Trust by
depositing into the Trust additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of your
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Trust will pay brokerage fees.
Voting. Only the Trustee may sell or vote the stocks in a Trust. While you
may sell or redeem your Units, you may not sell or vote the stocks in your
Trust. The Sponsor will instruct the Trustee how to vote the stocks. The Trustee
will vote the stocks in the same general proportion as shares held by other
shareholders if the Sponsor fails to provide instructions.

Technology Issuers. Certain Trusts are concentrated in issuers within the
technology industry. A portfolio concentrated in a single industry may present
more risk than a portfolio broadly diversified over several industries. These
Trusts, and therefore Unitholders, may be particularly susceptible to a negative
impact resulting from adverse market conditions or other factors affecting
technology issuers because any negative impact on the technology industry will
not be diversified among issuers within other unrelated industries. Accordingly,
an investment in Units should be made with an understanding of the
characteristics of the technology industry and the risks which such an
investment may entail.
Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment, computer
networks, communications systems, telecommunications products, electronic
products, and other related products, systems and services. The market for
technology products and services, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of the issuers of the Securities depends
in substantial part on the timely and successful introduction of new products.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond timely to compete in the rapidly developing marketplace.
The market for certain technology products and services may have only
recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered equity securities to the
public. Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is important
to note that following its initial public offering a security is likely to
experience substantial stock price volatility and speculative trading.
Accordingly, there can be no assurance that upon redemption of Units or
termination of a Trust a Unitholder will receive an amount greater than or equal
to the Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the ability of a
Unitholder to redeem units, or roll over Units into a new trust, at a price
equal to or greater than the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
and interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies are incorporated into
other related products, certain companies are often highly dependent on the
performance of other computer, electronics and communications companies. There
can be no assurance that these customers will place additional orders, or that
an issuer of Securities will obtain orders of similar magnitude as past orders
form other customers. Similarly, the success of certain companies is tied to a
relatively small concentration of products or technologies with intense
competition between companies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material adverse
impact on issuers of the Securities.
Telecommunications Issuers. Because certain Trusts are concentrated in the
telecommunications industry, the value of the Units of these Trusts may be
susceptible to factors affecting the telecommunications industry. The
telecommunications industry is subject to governmental regulation and the
products and services of telecommunications companies may be subject to rapid
obsolescence. These factors could affect the value of Units. Telephone companies
in the United States, for example, are subject to both state and federal
regulations affecting permitted rates of returns and the kinds of services that
may be offered. Certain types of companies represented in a Trust portfolio are
engaged in fierce competition for a share of the market of their products. As a
result, competitive pressures are intense and the stocks are subject to rapid
price volatility. While a Trust portfolio concentrates on the securities of
established suppliers of traditional telecommunication products and services, a
Trust may also invest in smaller telecommunications companies which may benefit
from the development of new products and services. These smaller companies may
present greater opportunities for capital appreciation, and may also involve
greater risk than large, established issuers. Such smaller companies may have
limited product lines, market or financial resources, and their securities may
trade less frequently and in limited volume than the securities of larger, more
established companies. As a result, the prices of the securities of such smaller
companies may fluctuate to a greater degree than the prices of securities of
other issuers.

THE TRUSTS
In seeking the Trusts' objectives, the Sponsor considered the ability of
the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.
Investors should note that the above criteria were applied to the
Securities for inclusion in the Trusts as of the Initial Date of Deposit. Should
a Security no longer meet the criteria used for selection for a Trust, such
Security will not as a result thereof be removed from a Trust portfolio.
The Internet has become a part of daily life for many people and continues to
grow at a significant rate. The Internet is in a growth phase that challenges
traditional business models by offering advantages to companies embracing it.
The Internet is generally recognized as one of the fastest-growing commercial
innovations. Although it is still evolving as a medium for communications and
commerce, it has already had a substantial impact on both consumers and
business. For consumers, the advent of online shopping has brought greater
convenience, while businesses have enjoyed productivity gains. Not only can
consumers shop from the convenience of their homes, but they also have
connections to a variety of online information. It is relatively easy to conduct
research on various products or subjects, giving people another outlet for
information.
Hypothetical annual total returns for the Morgan Stanley High-Technology 35
Index, the Standard & Poor's 500 Index and the Standard & Poor's Technology
Index are shown in the following table.

High-Tech S & P S&P
35 Index 500 Technology
-------- -------- -----------
1995 46.55% 37.44% 42.83%
1996 19.85 22.90 41.37
1997 15.09 33.30 26.09
1998 93.06 28.50 72.95
1999 106.79 20.99 75.10

This is not the past performance of any Trust or a previous series of any
Trust and does not indicate the future performance of any Trust. The performance
figure for the High-Tech 35 Index reflects hypothetical Series A Trust sales
charges and expenses. The performance of any Trust will differ from the index
because a Trust includes a sales charge and expenses. In addition, a Trust may
not be able to exactly replicate the index and will not necessarily change if
the index changes.

These figures do not take into consideration taxes or any sales charges,
commissions or fees that an investor would incur in connection with these
investments. The S&P 500 Index measures the performance of 500 stocks from 83
industrial groups. U.S. Treasury bonds are considered long-term investments and
are subject to price fluctuations. The value of long-term bonds decline as
interest rates rise. Stock indices are unmanaged, statistical composites and do
not include payment of any sales charges or fees an investor would pay to
purchase the securities they represent. Furthermore, an investment cannot be
made in an index. U.S. Treasury bills are short-term obligations of the U.S.
government that are purchased at a discount and mature at face value. U.S.
government securities are backed by the full faith and credit of the government.
The Consumer Price Index is a statistical measure of the annual rate of
inflation; it is not an investment. The historical performance of these indices
is shown for illustrative purposes only; it is not meant to forecast, imply or
guarantee the future performance of any particular investment vehicle or the
Trust. Securities in which the Trust invests will be different from those in
these indices. Common stocks involve greater risks than government bonds and
CDs, as they are more volatile and have greater potential for loss of principal.
The Morgan Stanley indices (the "Indices") are the exclusive property of
Morgan Stanley and is a service mark of Morgan Stanley and has been licensed for
use by the Trusts and Van Kampen Funds Inc.
This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of the
Indices to track general stock market performance. Morgan Stanley is the
licensor of certain trademarks, service marks and trade names of Morgan Stanley
and of the Indices which are determined, composed and calculated by Morgan
Stanley without regard to the issuer of this fund or this fund. Morgan Stanley
has no obligation to take the needs of the issuer of this fund or the owners of
this fund into consideration in determining, composing or calculating the
Indices. Morgan Stanley is not responsible for and has not participated in the
determination of or the timing of, prices at, or quantities of this fund to be
issued or in the determination or calculation of the equation by which Units of
this fund is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this fund in connection with the administration, marketing or
trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDICES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.

SPONSOR INFORMATION

Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of your
Portfolio. The Sponsor is an indirect subsidiary of Van Kampen Investments Inc.
Van Kampen Investments Inc. is a wholly owned subsidiary of MSAM Holdings II,
Inc., which in turn is a wholly owned subsidiary of Morgan Stanley Dean Witter &
Co.
Morgan Stanley Dean Witter & Co., together with various of its directly and
indirectly owned subsidiaries, is engaged in a wide range of financial services
through three primary businesses: securities, asset management and credit
services. These principal businesses include securities underwriting,
distribution and trading; merger, acquisition, restructuring and other corporate
finance advisory activities; merchant banking; stock brokerage and research
services; credit services; asset management; trading of futures, options,
foreign exchange commodities and swaps (involving foreign exchange, commodities,
indices and interest rates); and real estate advice, financing and investing.
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 its principal offices at 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, (630) 684-6000. As of November 30, 1999,
the total stockholders' equity of Van Kampen Funds Inc. was $141,554,861
(audited). (This paragraph relates only to the Sponsor and not to the Trust or
to any other Series thereof. The information is included herein only for the
purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
As of March 31, 2000, the Sponsor and its Van Kampen affiliates managed or
supervised more than $100 billion of investment products. The Sponsor and its
Van Kampen affiliates managed $84.2 billion of assets for more than 63 open-end
mutual funds, 39 closed-end funds and more than 2,700 unit trusts as of March
31, 2000. All of Van Kampen's open-end funds, closed-ended funds and unit
investment trusts are professionally distributed by leading financial firms
nationwide. Since 1976, the Sponsor has serviced over two million investor
accounts, opened through retail distribution firms.

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 INFORMATION
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.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolios.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for each Trust. Such
records shall include the name and address of, and the number of Units of each
Trust held by, every Unitholder. Such books and records shall be open to
inspection by any Unitholder at all reasonable times during the usual business
hours. The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute, rule or
regulation. The Trustee is required to keep a certified copy or duplicate
original of the Trust Agreement on file in its office available for inspection
at all reasonable times during the usual business hours by any Unitholder,
together with a current list of the Securities held in each Trust.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
Upon execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original trustee
shall vest in the successor. The resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a banking corporation organized under the laws of the United States or
any state and having at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

TRUST TERMINATION
A Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Trust then outstanding or by the
Trustee when the value of the Securities owned by a Trust, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Trust has
exceeded $15,000,000). A Trust will be liquidated by the Trustee in the event
that a sufficient number of Units of such Trust not yet sold are tendered for
redemption by the Sponsor, so that the net worth of such Trust would be reduced
to less than 40% of the value of the Securities at the time they were deposited
in such Trust. If a Trust is liquidated because of the redemption of unsold
Units by the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date.
Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, Securities will begin to be sold in
connection with the termination of the Trusts. The Sponsor will determine the
manner, timing and execution of the sales of the Securities. The Sponsor shall
direct the liquidation of the Securities in such manner as to effectuate orderly
sales and a minimal market impact. In the event the Sponsor does not so direct,
the Securities shall be sold within a reasonable period and in such manner as
the Trustee, in its sole discretion, shall determine. At least 30 days before
the Mandatory Termination Date the Trustee will provide written notice of any
termination to all Unitholders of the appropriate Trust and in the case of a
Trust will include with such notice a form to enable Unitholders owning 1,000 or
more Units to request an in kind distribution of the U.S.-traded Securities. To
be effective, this request must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date. On the Mandatory
Termination Date (or on the prior business day if a holiday) the Trustee will
deliver each requesting Unitholder's pro rata number of whole shares of the
U.S.-traded Securities in a Trust to the account of the broker-dealer or bank
designated by the Unitholder at Depository Trust Company. The value of the
Unitholder's fractional shares of the Securities will be paid in cash.
Unitholders with less than 1,000 Units, Unitholders in a Trust with 1,000 or
more Units not requesting an in kind distribution will receive a cash
distribution from the sale of the remaining Securities within a reasonable time
following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee will deduct from the funds of the appropriate Trust any
accrued costs, expenses, advances or indemnities provided by the Trust
Agreement, including estimated compensation of the Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. Any sale of Securities in a Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. The Trustee will then distribute to
each Unitholder of each Trust his pro rata share of the balance of the Income
and Capital Accounts of such Trust.
Within 60 days of the final distribution Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in the
same manner.

CONTENTS OF REGISTRATION STATEMENTS

This Amendment to the Registration Statement comprises the following papers and
documents:

The facing sheet
The Prospectus
The signatures
The consents of independent public accountants and legal counsel

The following exhibits:

1.1 Copy of Trust Agreement.

3.1 Opinion and consent of counsel as to legality of securities being
registered.

3.2 Opinion of counsel as to the federal income tax status of
securities being registered.

3.3 Opinion and consent of counsel as to New York tax status of
securities being registered.

4.1 Consent of Interactive Data Corporation.

4.2 Consent of Independent Certified Public Accountants.

SIGNATURES

The Registrant, Van Kampen Focus Portfolios, Series 228, hereby
identifies Van Kampen Merritt Equity Opportunity Trust, Series 1, Series 2,
Series 4 and Series 7 and Van Kampen American Capital Equity Opportunity Trust,
Series 13, Series 14, Series 57 and Series 89 for purposes of the
representations required by Rule 487 and represents the following: (1) that the
portfolio securities deposited in the series as to the securities of which this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to the
extent necessary to identify the specific portfolio securities deposited in, and
to provide essential financial information for, the series with respect to the
securities of which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Commission or the
staff; and (3) that it has complied with Rule 460 under the Securities Act of
1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Focus Portfolios, Series 228 has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and State of
Illinois on the 19th day of May 2000.

Van Kampen Focus Portfolios, Series 228
By Van Kampen Funds Inc.

By Christine K. Putong
------------------------------
Assistant Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below on May 19, 2000 by
the following persons who constitute a majority of the Board of Directors of Van
Kampen Funds Inc.

SIGNATURE TITLE

Richard F. Powers III Chairman and Chief Executive )

Officer )

John H. Zimmerman III President and Chief Operating )

Officer )

William R. Rybak Executive Vice President and )
Chief Financial Officer )

A. Thomas Smith III Executive Vice President, )
General Counsel and Secretary )

Michael H. Santo Executive Vice President )

Christine K. Putong
----------------------------
(Attorney-in-fact*)

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

*An executed copy of each of the related powers of attorney is filed herewith or
was filed with the Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 of Van Kampen Focus Portfolios, Series 136
(File No. 333-70897) and the same are hereby incorporated herein by this
reference.

EXHIBIT 1.1

VAN KAMPEN FOCUS PORTFOLIOS
SERIES 228
TRUST AGREEMENT

Dated: May 19, 2000

This Trust Agreement among Van Kampen Funds Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen Investment
Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp., as
Supervisory Servicer, and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Van Kampen American Capital Equity Opportunity Trust, Series
87 and Subsequent Series, Standard Terms and Conditions of Trust, Effective
January 27, 1998" (herein called the "Standard Terms and Conditions of Trust")
and such provisions as are set forth in full and such provisions as are
incorporated by reference constitute a single instrument. All references herein
to Articles and Sections are to Articles and Sections of the Standard Terms and
Conditions of Trust.

WITNESSETH THAT:

In consideration of the premises and of the mutual agreements herein
contained, the Depositor, Evaluator, Supervisory Servicer and Trustee agree as
follows:

PART I
STANDARD TERMS AND CONDITIONS OF TRUST

Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.

PART II
SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

1. The Securities defined in Section 1.01(24), listed in the Schedule
hereto, have been deposited in trust under this Trust Agreement.

2. The fractional undivided interest in and ownership of each Trust
represented by each Unit is an amount the numerator of which is one and the
denominator of which is the amount set forth under "Summary of Essential
Financial Information - Initial Number of Units" in the Prospectus. Such
fractional undivided interest may be (a) increased by the number of any
additional Units issued pursuant to Section 2.03, (b) increased or decreased in
connection with an adjustment to the number of Units pursuant to Section 2.03,
or (c) decreased by the number of Units redeemed pursuant to Section 5.02.

3. The terms "Capital Account Record Date" and "Income Account Record
Date" shall mean the "Record Dates" set forth under "Summary of Essential
Financial Information" in the Prospectus.

4. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Distribution Dates" set forth under "Summary
of Essential Financial Information" in the Prospectus.

5. The term "Mandatory Termination Date" shall mean the "Mandatory
Termination Date" set forth under "Summary of Essential Financial Information"
in the Prospectus.

6. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust and subject to the requirements set forth in this paragraph,
unless the Prospectus otherwise requires, the Sponsor may, on any Business Day
(the "Trade Date"), subscribe for additional Units as follows:

(a) Prior to the Evaluation Time on such Business Day, the Sponsor
shall provide notice (the "Subscription Notice") to the Trustee, by
telephone or by written communication, of the Sponsor's intention to
subscribe for additional Units. The Subscription Notice shall identify the
additional Securities to be acquired (unless such additional Securities are
a precise replication of the then existing portfolio) and shall either (i)
specify the quantity of additional Securities to be deposited by the
Sponsor on the settlement date for such subscription or (ii) instruct the
Trustee to purchase additional Securities with an aggregate value as
specified in the Subscription Notice.

(b) Promptly following the Evaluation Time on such Business Day, the
Sponsor shall verify with the Trustee the number of additional Units to be
created.

(c) Not later than the time on the settlement date for such
subscription when the Trustee is to deliver or assign the additional Units
created hereby, the Sponsor shall deposit with the Trustee (i) any
additional Securities specified in the Subscription Notice (or contracts to
purchase such additional Securities together with cash or a letter of
credit in the amount necessary to settle such contracts) or (ii) cash or a
letter of credit in an amount equal to the aggregate value of the
additional Securities specified in the Subscription Notice, and adding and
subtracting the amounts specified in the first and second sentences of
Section 5.01, computed as of the Evaluation Time on the Business Day
preceding the Trade Date divided by the number of Units outstanding as of
the Evaluation Time on the Business Day preceding the Trade Date, times the
number of additional Units to be created.

(d) On the settlement date for such subscription, the Trustee shall,
in exchange for the Securities and cash or letter of credit described
above, deliver to, or assign in the name of or on the order of, the Sponsor
the number of Units verified by the Sponsor with the Trustee.

7. Section 6.01(e) is hereby replaced with the following:

(e) (1) Subject to the provisions of subparagraph (2) of this
paragraph, the Trustee may employ agents, sub-custodians, attorneys,
accountants and auditors and shall not be answerable for the default or
misconduct of any such agents, sub-custodians, attorneys, accountants or
auditors if such agents, sub-custodians, attorneys, accountants or auditors
shall have been selected with reasonable care. The Trustee shall be fully
protected in respect of any action under this Indenture taken or suffered
in good faith by the Trustee in accordance with the opinion of counsel,
which may be counsel to the Depositor acceptable to the Trustee, provided,
however that this disclaimer of liability shall not excuse the Trustee from
the responsibilities specified in subparagraph (2) below. The fees and
expenses charged by such agents, sub-custodians, attorneys, accountants or
auditors shall constitute an expense of the Trust reimbursable from the
Income and Capital Accounts of the affected Trust as set forth in section
6.04 hereof.

(2) The Trustee may place and maintain in the care of an Eligible
Foreign Custodian (which is employed by the Trustee as a sub-custodian as
contemplated by subparagraph (1) of this paragraph (e) and which may be an
affiliate or subsidiary of the Trustee or any other entity in which the
Trustee may have an ownership interest) any investments (including foreign
currencies) for which the primary market is outside the United States, and
such cash and cash equivalents in amounts reasonably necessary to effect
the Trust's transactions in such investments, provided that:

(a) The Trustee shall perform all duties assigned to the Foreign
Custody Manager by Rule 17f-5 under the Investment Company Act of 1940
(17 CFR ss. 270.17f-5) ("Rule 17f-5"), as now in effect or as such
rule may be amended in the future. The Trustee shall not delegate such
duties.

(b) The Trustee shall exercise reasonable care, prudence and
diligence such as a person having responsibility for the safekeeping
of Trust assets would exercise, and shall be liable to the Trust for
any loss occurring as a result of its failure to do so.

(c) The Trustee shall indemnify the Trust and hold the Trust
harmless from and against any risk of loss of Trust assets held in
accordance with the foreign custody contract.

(d) The Trustee shall maintain and keep current written records
regarding the basis for the choice or continued use of a particular
Eligible Foreign Custodian pursuant to this subparagraph for a period
of not less than six years from the end of the fiscal year in which
the Trust was terminated, the first two years in an easily accessible
place. Such records shall be available for inspection by Unitholders
and the Securities and Exchange Commission at the Trustee's offices at
all reasonable times during its usual business hours.

(3) "Eligible Foreign Custodian" shall have the meaning assigned to it
in Rule 17f-5.

(4) "Foreign Custody Manager" shall have the meaning assigned to it in
Rule 17f-5.

8. Section 1.01 (1), (3) and (4) shall be replaced in their entirety by
the following:

(1) "Depositor" shall mean Van Kampen Funds Inc. and its succesors in
interest, or any successor depositor appointed as hereinafter provided.

(3) "Evaluator" shall mean American Portfolio Evaluation Services (a
division of a Van Kampen Investment Advisory Corp.) and its successors in
interest, or any successor evaluator appointed as hereinafter provided.

(4) "Supervisory Servicer" shall mean Van Kampen Investment Advisory
Corp. and its successors in interest, or any successor portfolio supervisor
appointed as hereinafter provided.

9. Section 3.15 of the Standard Terms and Conditions of Trust is hereby
replaced in its entirety by the following:

Section 3.15. Deferred Sales Charge. If the Prospectus related to the
Trust specifies a deferred sale charge, the Trustee shall, on each Deferred
Sales Charge Payment Date and as permitted by such Prospectus, withdraw
from the Capital Account an amount per Unit equal to the Deferred Sales
Charge Payment and credit such amount to a special non-Trust account
maintained at the Trustee out of which the deferred sales charge will be
distributed to the Depositor. If the balance in the Capital Account is
insufficient to make any such withdrawal, the Trustee shall, as directed by
the Depositor, either advance funds in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such advance upon the
deposit of additional moneys in the Capital Account, sell Securities and
credit the proceeds thereof to such special Depositor's account or credit
(if permitted by law) Securities in kind to such special Depositor's
Account. If a Unitholder redeems Units prior to full payment of the
deferred sales charge, the Trustee shall, if so provided in the related
Prospectus, on the Redemption Date, withhold from the Redemption Price
payable to such Unitholder an amount equal to the unpaid portion of the
deferred sales charge and distribute such amount to such special
Depositor's Account. The Depositor may at any time instruct the Trustee in
writing to distribute to the Depositor cash or Securities previously
credited to the special Depositor's account. Amounts to be credited to the
special Depositor's account with respect to each Deferred Sales Charge
Payment are due and payable to the Depositor on the related Deferred Sales
Charge Payment Date.

The term "Deferred Sales Charge Payment Dates" shall mean the 10th day
of each month beginning October 10, 2000 and continuing through February
10, 2001. If any Deferred Sales Charge Payment Date is not a Business Day,
that Deferred Sales Charge Payment Date shall be deemed to be the next
business day. The term "Deferred Sales Charge Payment" shall mean a
fraction of the total maximum deferred sales charge specified in the
Prospectus, the numerator of which is one and the denominator of which is
equal to the total number of Deferred Sales Charge Payment Dates.

10. Section 3.07(a) of the Standard Terms and Conditions of Trust is
hereby amended by adding the following Section 3.07(a)(x) immediately after
Section 3.07(a)(ix):

"(x) that there has been a public tender offer made for a Security or
a merger or acquisition is announced affecting a Security, and that in the
opinion of the Supervisory Servicer the sale or tender of the Security is
in the best interest of the Unitholders."

11. Sections 4.01(b) and (c) of the Standard Terms and Conditions of
Trust are hereby replaced in their entirety by the following:

(b) During the initial offering period such Evaluation shall be made
in the following manner: if the Securities are listed on a national or
foreign securities exchange or traded on the Nasdaq Stock Market, Inc.,
such Evaluation shall generally be based on the last available closing sale
price on or immediately prior to the Evaluation Time on the exchange or
market which is the principal market therefor, which shall be deemed to be
the New York Stock Exchange if the Securities are listed thereon (unless
the Evaluator deems such price inappropriate as a basis for evaluation) or,
if there is no such available closing sale price on such exchange or market
at the last available asked price of the Equity Securities. If the
Securities are not listed such an exchange or traded on the Nasdaq Stock
Market, Inc. or, if so listed and the principal market therefor is other
than on such exchange or market, or there is no such available sale price
on such exchange or market, such Evaluation shall generally be based on the
following methods or any combination thereof whichever the Evaluator deems
appropriate: (i) in the case of Equity Securities, on the basis of the
current asked price on the over-the-counter market (unless the Evaluator
deems such price inappropriate as a basis for evaluation), (ii) on the
basis of current offering prices for the Zero Coupon Obligations as
obtained from investment dealers or brokers who customarily deal in
securities comparable to those held by the Fund, (iii) if offering prices
are not available for the Zero Coupon Obligations or the Equity Securities,
on the basis of offering or asked price for comparable securities, (iv) by
determining the valuation of the Zero Coupon Obligations or the Equity
Securities on the offering or asked side of the market by appraisal or (v)
by any combination of the above. If the Trust holds Securities denominated
in a currency other than U.S. dollars, the Evaluation of such Security
shall be converted to U.S. dollars based on current offering side exchange
rates (unless the Evaluator deems such prices inappropriate as a basis for
valuation). The Evaluator may add to the Evaluation of each Security which
is principally traded outside of the United States the amount of any
commissions and relevant taxes associated with the acquisition of the
Security. As used herein, the closing sale price is deemed to mean the most
recent closing sale price on the relevant securities exchange immediately
prior to the Evaluation time. For each Evaluation, the Evaluator shall also
confirm and furnish to the Trustee and the Depositor, on the basis of the
information furnished to the Evaluator by the Trustee as to the value of
all Trust assets other than Securities, the calculation of the Trust
Evaluation to be computed pursuant to Section 5.01.

(c) For purposes of the Trust Evaluations required by Section 5.01 in
determining Redemption Value and Unit Value, Evaluation of the Securities
shall be made in the manner described in Section 4.01(b), on the basis of
current bid prices for the Zero Coupon Obligations, the bid side value of
the relevant currency exchange rate expressed in U.S. dollars and, except
in those cases in which the Equity Securities are listed on a national or
foreign securities exchange or traded on the Nasdaq Stock Market, Inc. and
the last available sale prices are utilized, on the basis of the last
available bid price of the Equity Securities. In addition, the Evaluator
(i) shall not make the addition specified in the fourth sentence of Section
4.01(b) and (ii) may reduce the Evaluation of each Security which is
principally traded outside of the United States by the amount of any
liquidation costs and any capital gains or other taxes which would be
incurred by the Trust upon the sale of such Security, such taxes being
computed as if the Security were sold on the date of the Evaluation.

IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to
be executed and their corporate seals to be hereto affixed and attested; all as
of the day, month and year first above written.

Van Kampen Funds Inc.

By James J. Boyne
- -----------------------------------------
Senior Vice President

American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp.

By James J. Boyne
- -------------------------------------
Senior Vice President

Van Kampen Investment Advisory Corp.

By James J. Boyne
- ---------------------------------------
Senior Vice President

The Bank of New York

By Linda Bommer
- ----------------------------
Vice President

SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED IN
VAN KAMPEN FOCUS PORTFOLIOS, SERIES 228

(Note: Incorporated herein and made a part hereof is each "Portfolio" as set
forth in the Prospectus.)

EXHIBIT 3.1

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

May 19, 2000

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Re: Van Kampen Focus Portfolios, Series 228
---------------------------------------

Gentlemen:

We have served as counsel for Van Kampen Funds Inc. as Sponsor and
Depositor of Van Kampen Focus Portfolios, Series 228 (hereinafter referred to as
the "Trust"), in connection with the preparation, execution and delivery of a
Trust Agreement dated May 19, 2000, among Van Kampen Funds Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen Investment
Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp., as
Supervisory Servicer, and The Bank of New York, as Trustee, pursuant to which
the Depositor has delivered to and deposited the Securities listed in the
Schedule to the Trust Agreement with the Trustee and pursuant to which the
Trustee has provided to or on the order of the Depositor documentation
evidencing ownership of Units of fractional undivided interest in and ownership
of the Trust (hereinafter referred to as the "Units"), created under said Trust
Agreement.

In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the Units in the
Trust have been duly authorized; and

2. The certificates evidencing the Units in the Trust, when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Trust Agreement, will constitute valid and
binding obligations of such Trust and the Depositor in accordance with
the terms thereof.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35282) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

May 19, 2000

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

The Bank of New York
101 Barclay Street
New York, New York 10286

Re: Van Kampen Focus Portfolios, Series 228
---------------------------------------

Gentlemen:

We have acted as counsel for Van Kampen Funds Inc., Depositor of Van
Kampen Focus Portfolios, Series 228 (the "Fund"), in connection with the
issuance of Units of fractional undivided interest in the Fund, under a Trust
Agreement dated May 19, 2000 (the "Indenture") among Van Kampen Funds Inc., as
Depositor, American Portfolio Evaluation Services, a division of Van Kampen
Investment Advisory Corp., as Evaluator, Van Kampen Investment Advisory Corp.,
as Supervisory Servicer, and The Bank of New York, as Trustee. The Fund is
comprised of the following separate unit investment trusts: Internet Trust,
Series 21A, Internet Trust, Series 21B, Morgan Stanley High-Technology 35 Index
Trust, Series 13A and Morgan Stanley High-Technology 35 Index Trust, Series 13B
(each a "Trust").

In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we have
deemed pertinent.

The assets of the Trust will consist of a portfolio of equity
securities (the "Equity Securities") as set forth in the Prospectus. For
purposes of this opinion, it is assumed that each Equity Security is equity for
federal income tax purposes.

Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
United States Federal income tax law:

(i) The Trust is not an association taxable as a corporation
for Federal income tax purposes but will be governed by the provisions
of subchapter J (relating to Trusts) of chapter 1, Internal Revenue
Code of 1986 (the "Code").

(ii) A Unitholder will be considered as owning a pro rata
share of each asset of the Trust in the proportion that the number of
Units held by him bears to the total number of Units outstanding. Under
subpart E, subchapter J of chapter 1 of the Code, income of the Trust
will be treated as income of each Unitholder in the proportion
described, and an item of Trust income will have the same character in
the hands of a Unitholder as it would have in the hands of the Trustee.
Each Unitholder will be considered to have received his pro rata share
of income derived from each Trust asset when such income is considered
to be received by the Trust. A Unitholder's pro rata portion of
distributions of cash or property by a corporation with respect to an
Equity Security ("dividends" as defined by Section 316 of the Code )
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 which exceed such current and accumulated earnings
and profits will first reduce the Unitholder's tax basis in such Equity
Security, and to the extent that such dividends exceed a Unitholder's
tax basis in such Equity Security, shall be treated as gain from the
sale or exchange of property.

(iii) The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of
each Equity Security held by Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unitholder
purchases his Units), in order to determine his tax basis for his pro
rata portion of each Equity Security held by the Trust.

(iv) Gain or loss will be recognized to a Unitholder (subject
to various nonrecognition provisions under the Code) upon redemption or
sale of his Units, except to the extent an in kind distribution of
stock is received by such Unitholder from the Trust as discussed below.
Such gain or loss is measured by comparing the proceeds of such
redemption or sale with the adjusted basis of his Units. Before
adjustment, such basis would normally be cost if the Unitholder had
acquired his Units by purchase. Such basis will be reduced, but not
below zero, by the Unitholder's pro rata portion of dividends with
respect to each Equity Security which are not taxable as ordinary
income.

(v) If the Trustee disposes of a Trust asset (whether by
sale, exchange, liquidation, redemption, payment on maturity or
otherwise) gain or loss will be recognized to the Unitholder (subject
to various nonrecognition provisions under the Code) and the amount
thereof will be measured by comparing the Unitholder's aliquot share of
the total proceeds from the transaction with his basis for his
fractional interest in the asset disposed of. Such basis is ascertained
by apportioning the tax basis for his Units (as of the date on which
his Units were acquired) among each of the Trust assets (as of the date
on which his Units were acquired) ratably according to their values as
of the valuation date nearest the date on which he purchased such
Units. A Unitholder's basis in his Units and of his fractional interest
in each Trust asset must be reduced, but not below zero, by the
Unitholder's pro rata portion of dividends with respect to the Equity
Security which is not taxable as ordinary income.

(vi) Under the Indenture, under certain circumstances, a
Unitholder tendering Units for redemption may request an in kind
distribution of Equity Securities upon the redemption of Units or upon
the termination of the Trust. 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.
The receipt of an in kind distribution will result in a Unitholder
receiving an undivided interest in whole shares of stock and possibly
cash. The potential federal income tax consequences which may occur
under an in kind distribution with respect to each Equity Security
owned by the Trust will depend upon whether or not a Unitholder
receives cash in addition to Equity Securities. An "Equity 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 Equity Securities in exchange for his or her
pro rata portion in the Equity Securities held by the Trust. However,
if a Unitholder also receives cash in exchange for a fractional share
of an Equity 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 an Equity Security held by the Trust. The total amount of
taxable gains (or losses) recognized upon such redemption will
generally equal the sum of the gain (or loss) recognized under the
rules described above by the redeeming Unitholder with respect to each
Equity Security owned by the Trust.

A domestic corporation owning Units in the Trust may be eligible for
the 70% dividends received deduction pursuant to Section 243(a) of the Code 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 and are
attributable to domestic corporations), subject to the limitations imposed by
Sections 246 and 246A of the Code.

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.

Section 67 of the Code provides that certain itemized deductions, such
as investment expenses, tax return preparation fees and employee business
expenses will be deductible by individuals 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.

A Unitholder will recognize taxable gain (or loss) when all or part of
his pro rata interest in an Equity Security is either sold by the Trust or
redeemed or when a Unitholder disposes of his Units in a taxable transaction, in
each case for an amount greater (or less) than his tax basis therefor, subject
to various non-recognition provisions of the Code.

It should be noted that payments to the Trust of dividends on Equity
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. A required holding period is imposed for such credits.

Any gain or loss recognized on a sale or exchange will, under current
law, generally be capital gain or loss.

The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.

Very truly yours,

CHAPMAN AND CUTLER

EXHIBIT 3.3

WINSTON & STRAWN
200 Park Avenue
New York, New York 10166-4193

May 19, 2000

Van Kampen Focus Portfolios, Series 228
c/o The Bank of New York, As Trustee
101 Barclay Street, 17 West
New York, New York 10286

Dear Sirs:

We have acted as special counsel for the Van Kampen Focus Portfolios,
Series 228 (the "Fund") consisting of Internet Trust, Series 21A, Internet
Trust, Series 21B, Morgan Stanley High-Technology 35 Index Trust, Series 13A and
Morgan Stanley High-Technology 35 Index Trust, Series 13B (individually a
"Trust" and, in the aggregate, the "Trusts") for purposes of determining the
applicability of certain New York taxes under the circumstances hereinafter
described.

The Fund is created pursuant to a Trust Agreement (the "Indenture"),
dated as of today (the "Date of Deposit") among Van Kampen Funds Inc. (the
"Depositor"), American Portfolio Evaluation Services, a division of an affiliate
of Depositor, as Evaluator, Van Kampen Investment Advisory Corp., an affiliate
of the Depositor, as Supervisory Servicer (the "Supervisory Servicer"), and The
Bank of New York, as trustee (the "Trustee"). As described in the prospectus
relating to the Fund dated today to be filed as an amendment to a registration
statement heretofore filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (respectively the "Prospectus" and the
"Registration Statement") (File Number 333-35282), the objectives of the Fund
are to provide the potential for dividend income and capital appreciation
through investment in a fixed portfolio of actively traded equity securities of
companies engaged in, providing services to companies in, the industry
identified in the Trust, or are the type of securities identified in the name of
the Trust. It is noted that no opinion is expressed herein with regard to the
Federal tax aspects of the securities, the Trusts, units of the Trusts (the
"Units"), or any interest, gains or losses in respect thereof.

As more fully set forth in the Indenture and in the Prospectus, the
activities of the Trustee will include the following:

On the Date of Deposit, the Depositor will deposit with the Trustee
with respect to each Trust the securities and/or contracts and cash for the
purchase thereof together with an irrevocable letter of credit in the amount
required for the purchase price of the securities comprising the corpus of the
Trust as more fully set forth in the Prospectus.

The Trustee did not participate in the selection of the securities to
be deposited in the Trust, and, upon the receipt thereof, will deliver to the
Depositor a registered certificate for the number of Units representing the
entire capital of the Trust as more fully set forth in the Prospectus. The
Units, which are represented by certificates ("Certificates"), will be offered
to the public upon the effectiveness of the Registration Statement.

The duties of the Trustee, which are ministerial in nature, will
consist primarily of crediting the appropriate accounts with cash dividends
received by the Fund and with the proceeds from the disposition of securities
held in the Fund and the proceeds of the treasury obligation on maturity and the
distribution of such cash dividends and proceeds to the Unit holders. The
Trustee will also maintain records of the registered holders of Certificates
representing an interest in the Fund and administer the redemption of Units by
such Certificate holders and may perform certain administrative functions with
respect to an automatic reinvestment option.

Generally, equity securities held in the Trust may be removed therefrom
by the Trustee at the direction of the Depositor upon the occurrence of certain
specified events which adversely affect the sound investment character of the
Fund, such as default by the issuer in payment of declared dividends or of
interest or principal on one or more of its debt obligations.

Prior to the termination of the Fund, the Trustee is empowered to sell
equity securities designated by the Supervisory Servicer only for the purpose of
redeeming Units tendered to it and of paying expenses for which funds are not
available. The Trustee does not have the power to vary the investment of any
Unit holder in the Fund, and under no circumstances may the proceeds of sale of
any equity securities held by the Fund be used to purchase new equity securities
to be held therein.

Article 9-A of the New York Tax Law imposes a franchise tax on business
corporations, and, for purposes of that Article, Section 208(1) defines the term
"corporation" to include, among other things, "any business conducted by a
trustee or trustees wherein interest or ownership is evidenced by certificate or
other written instrument."

The Regulations promulgated under Section 208 provide as follows:

(b) The term corporation includes... any business conducted by
a trustee or trustees wherein interest or ownership is
evidenced by certificate or other written instrument.

...

(2) A business conducted by a trustee or trustees in which
interest or ownership is evidenced by certificate or other
written instrument includes, but is not limited to, an
association commonly referred to as a "business trust" or
"Massachusetts trust". In determining whether a trustee or
trustees are conducting a business, the form of the agreement
is of significance but is not controlling. The actual
activities of the trustee or trustees, not their purposes and
powers, will be regarded as decisive factors in determining
whether a trust is subject to tax under Article 9-A of the Tax
Law. The mere investment of funds and the collection of income
therefrom with incidental replacement of securities and
reinvestment of funds, does not constitute the conduct of a
business in the case of a business conducted by a trustee or
trustees. 20 NYCRR 1-2.5(b)(2).

New York cases dealing with the question of whether a trust will be
subject to the franchise tax have also delineated the general rule that where a
trustee merely invests funds and collects and distributes the income therefrom,
the trust is not engaged in business and is not subject to the franchise tax.
Burrell v. Lynch, 274 A.D. 347, 84 N.Y.S.2d 171 (3rd Dept. 1948), order
resettled, 274 A.D. 1083, 85 N.Y.S.2d 705 (3rd Dept. 1949).

In an Opinion of the Attorney General of the State of New York, 47 N.Y.
Att'y. Gen. Rep. 213 (Nov. 24, 1942), it was held that where the trustee of an
unincorporated investment trust was without authority to reinvest amounts
received upon the sales of securities and could dispose of securities making up
the trust only upon the happening of certain specified events or the existence
of certain specified conditions, the trust was not subject to the franchise tax.
See also Fibreboard Asbestos Compensation Trust (Advisory Opinion) Commission of
Taxation and Finance, TSB-A-97(3)(C) and TSB-A-97(1)I, January 21, 1997, CCH NY
Taxation and Finance, February 1, 1994, CCH 1993-1994 NY New Matters Transfer
Binder atP. 401-477.

In the instant situation, the Trustee is not empowered to, and we
assume will not, sell equity securities contained in the corpus of the Fund and
reinvest the proceeds therefrom. Further, the power to sell such equity
securities is limited to circumstances in which the credit-worthiness or
soundness of the issuer of such equity security is in question or in which cash
is needed to pay redeeming Unit holders or to pay expenses, or where the Fund is
liquidated subsequent to the termination of the Indenture. In substance, the
Trustee will merely collect and distribute income and will not reinvest any
income or proceeds, and the Trustee has no power to vary the investment of any
Unit holder in the Fund.

Under Subpart E of Part I, Subchapter J of Chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code"), the grantor of a trust will be
deemed to be the owner of the trust under certain circumstances, and therefore
taxable on his proportionate interest in the income thereof. Where this Federal
tax rule applies, the income attributed to the grantor will also be income to
him for New York income tax purposes. See TSB-M-78(9)(c), New York Department of
Taxation and Finance, June 23, 1978.

By letter dated today, Messrs. Chapman and Cutler, counsel for the
Depositor, rendered their opinion that each Unit holder will be considered as
owning a share of each asset of a Trust in the proportion that the number of
Units held by such holder bears to the total number of Units outstanding and the
income of a Trust will be treated as the income of each Unit holder in said
proportion pursuant to Subpart E of Part I, Subchapter J of Chapter 1 of the
Code.

Based on the foregoing and on the opinion of Messrs. Chapman and
Cutler, counsel for the Depositor, dated today, upon which we specifically rely,
we are of the opinion that under existing laws, rulings, and court decisions
interpreting the laws of the State and City of New York:

1. Each of the Trusts will not constitute an association taxable
as a corporation under New York law, and, accordingly, will not be
subject to tax on its income under the New York State franchise tax or
the New York City general corporation tax.

2. The income of the Trusts will be treated as the income of the
Unit holders under the income tax laws of the State and City of New
York.

3. Unit holders who are not residents of the State of New York
are not subject to the income tax laws thereof with respect to any
interest or gain derived from the Fund or any gain from the sale or
other disposition of the Units, except to the extent that such
interest or gain is from property employed in a business, trade,
profession or occupation carried on in the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Units and to the use of our name and the
reference to our firm in the Registration Statement and in the Prospectus.

Very truly yours,

Winston & Strawn

EXHIBIT 4.1

INTERACTIVE DATA
FINANCIAL TIMES Information
100 William Street, 15th Floor, New York, NY 10038 USA
Tel: (212) 269-6300 Fax: (212) 771-6445

May 18, 2000

Van Kampen Funds Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Re: Internet Trust, Series 21A,
Internet Trust, Series 21B,
Morgan Stanley High-Technology 35 Index Trust, Series 13A, and
Morgan Stanley High-Technology 35 Index Trust, Series 13B
(A Unit Investment Trust) Registered Under the Securities
Act of 1933, File No. 333-35282

Gentlemen:

We have examined the Registration Statement for the above captioned
Fund, a copy of which is attached hereto.

We hereby consent to the reference in the Prospectus and Registration
Statement for the above captioned Fund to Interactive Data Corporation, as the
Evaluator, and to the use of the Obligations prepared by us which are referred
to in such Prospectus and Statement.

You are authorized to file copies of this letter with the Securities
and Exchange Commission.

Very truly yours,

Steve Miano
Director Fixed Income Data Operations

EXHIBIT 4.2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

We have issued our report dated May 19, 2000 on the statements of
condition and related securities portfolios of Van Kampen Focus Portfolios,
Series 228 as of May 19, 2000 contained in the Registration Statement on Form
S-6 and Prospectus. We consent to the use of our report in the Registration
Statement and Prospectus and to the use of our name as it appears under the
caption "Other Matters-Independent Certified Public Accountants."

Grant Thornton LLP

Chicago, Illinois
May 19, 2000