EQUITY INVESTOR FUND DEF TECH PORT 2000 SER B DEF ASSET FUND
497, 2000-03-29
Previous: LEXENT INC, S-1/A, 2000-03-29
Next: STORA ENSO OYJ, U-1/A, 2000-03-29



<PAGE>

                           DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                           ----------------------------------------------------


                           EQUITY INVESTOR FUND
                           DEFINED TECHNOLOGY PORTFOLIO
                           2000 SERIES B
                           (A UNIT INVESTMENT TRUST)
                           -  DESIGNED FOR CAPITAL APPRECIATION
                           -  AGGRESSIVE GROWTH TECHNOLOGY STOCKS

                           -----------------------------------------------------
                           The Securities and Exchange Commission has not
SPONSOR:                   approved or disapproved these Securities or passed
MERRILL LYNCH,             upon the adequacy of this prospectus. Any
PIERCE, FENNER & SMITH     representation to the contrary is a criminal offense.
INCORPORATED               Prospectus dated March 28, 2000.

<PAGE>
- --------------------------------------------------------------------------------

Defined Asset Funds-SM-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.

Defined Asset Funds offer a number of advantages:
  - A disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.

<TABLE>
<S>                                      <C>
CONTENTS
                                         PAGE
                                         ----
</TABLE>


<TABLE>
<S>                                      <C>
Risk/Return Summary....................     3
What You Can Expect From Your
  Investment...........................     6
  Income...............................     6
  Records and Reports..................     6
The Risks You Face.....................     6
  Concentration Risk...................     6
  Litigation and Legislation Risks.....     6
Selling or Exchanging Units............     7
  Sponsor's Secondary Market...........     7
  Selling Units to the Trustee.........     7
  Rollover/Exchange Option.............     8
How The Fund Works.....................     8
  Pricing..............................     8
  Evaluations..........................     9
  Income...............................     9
  Expenses.............................     9
  Portfolio Changes....................    10
  Portfolio Termination................    11
  No Certificates......................    11
  Trust Indenture......................    11
  Legal Opinion........................    12
  Auditors.............................    12
  Sponsor..............................    12
  Trustee..............................    12
  Underwriter's and Sponsor's
    Profits............................    12
  Public Distribution..................    13
  Code of Ethics.......................    13
  Year 2000 Issues.....................    13
  Advertising and Sales Literature.....    14
Taxes..................................    14
Supplemental Information...............    16
Financial Statements...................    17
  Report of Independent Accountants....    17
  Statement of Condition...............    17
</TABLE>


                                       2
<PAGE>
- --------------------------------------------------------------------------------

RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE PORTFOLIO'S OBJECTIVE?
  -  The objective of this Defined Fund is
     capital appreciation by investing for a
     period of about one year in a portfolio
     consisting of common stocks in the
     technology sector.
  -  You can participate in the Portfolio by
     purchasing units. Each unit represents an
     equal share of the stocks in the
     Portfolio and receives an equal share of
     dividend income and principal
     distributions, if any.

 2.  WHAT IS THE PORTFOLIO'S INVESTMENT
     STRATEGY?
  -  The Portfolio contains 100 common stocks
     in the technology sector selected by the
     Sponsor for capital appreciation.
  -  We selected Portfolio stocks by applying
     a quantitative model developed by Bernard
     V. Tew, chairman of Q.E.D. Investments,
     the Portfolio Consultant.
  -  The Model is designed to identify those
     technology stocks:
</TABLE>

<TABLE>
<S>    <C>
    -- with similar returns and dissimilar
       price movement (low correlation); and
    -- with a strong potential for capital
       appreciation and to provide investment
       results that exceed the Merrill Lynch
       100.
</TABLE>

<TABLE>
<C>  <S>
  -  The Merrill Lynch 100 is an equally
     weighted index of the 100 largest
     technology stocks by market
     capitalization and trading volume. The
     Portfolio consists of the same stocks,
     reweighted in the Portfolio to enhance
     investment results.
  -  To implement the Strategy the Portfolio
     Consultant compiles the historical price
     data of all securities that comprise the
     Merrill Lynch 100.
</TABLE>

<TABLE>
<S>    <C>
    -- Using this historical price data and
       incorporating risk reduction
       techniques, the Portfolio Consultant
       sets the stock weightings that the
       Portfolio Consultant believes will have
       a return greater than, but highly
       correlated with, the return of the
       Index.
</TABLE>

<TABLE>
<C>  <S>
  -  The Portfolio Consultant will rebalance
     the Portfolio on a yearly basis.
  -  The Portfolio is designed for investors
     who want to invest a portion of their
     equity portfolio in the technology
     sector, with the opportunity to change
     the focus of their equity investment by
     exchanging units of this Portfolio into
     units of other equity Defined Funds at a
     reduced sales charge if their views on
     this sector change.
</TABLE>

<TABLE>
<S>    <C>
    -- The Portfolio is not an appropriate
       investment for investors seeking
       preservation of capital or current
       income.
    -- Because all of the Portfolio stocks are
       in the technology sector, this
       Portfolio is not designed to be a
       complete equity investment program.
</TABLE>

<TABLE>
<C>  <S>
  -  The Portfolio plans to hold the stocks in
     the Portfolio for about one year. At the
     end of the year, we will liquidate the
     Portfolio and apply the same Strategy to
     select a new portfolio, if available.
  -  Each Technology Portfolio is designed to
     be part of a longer term strategy. We
     believe that more consistent results are
     likely if the Strategy is followed for at
     least three to five years but you are not
     required to stay with the Strategy or to
     roll over your investment. You can sell
     your units any time.

 3.  WHAT TECHNOLOGY INDUSTRY SECTORS ARE
     REPRESENTED IN THE PORTFOLIO?

     Based upon the principal business of each
     issuer and current market values, the
     Portfolio represents the following
     technology industry groups:
</TABLE>


<TABLE>
  -  Internet Content/Software                   21%
<C>  <S>                                         <C>
  -  Electronic Components-                      14
     Semiconductors
  -  Telecommunication                           10
     Equipment/Services
  -  Software                                     9
  -  Enterprise Software/Services                 8
  -  Networking Products                          6
  -  Computers                                    5
  -  Fiber Optics                                 5
  -  Computer Information/Services                4
  -  E-Commerce                                   3
  -  Electronic Component/Product                 3
  -  Circuits                                     2
  -  Computer-Integrated Systems                  2
  -  Data Processing/Management                   2
  -  Memory Devices                               2
  -  Office Automation & Equipment                2
  -  Audio/Video Products                         1
  -  Computer Data Security                       1
</TABLE>


                                       3
<PAGE>
- --------------------------------------------------------------------------------
                               Defined Portfolio
- -------------------------------------------------------------------

Equity Investor Fund

Defined Technology Portfolio 2000 Series B

Defined Asset Funds


<TABLE>
<CAPTION>
                                                                              PRICE
                                        TICKER          PERCENTAGE          PER SHARE             COST
NAME OF ISSUER                          SYMBOL       OF PORTFOLIO (1)     TO PORTFOLIO      TO PORTFOLIO (2)
<S>                                  <C>             <C>                  <C>              <C>
- -------------------------------------------------------------------------------------------------------------
  1. 3Com Corporation                    COMS                1.51%          $ 67.1875         $  4,837.50

  2. ADC Telecommunications, Inc.        ADCT                0.76             54.1875            2,438.44

  3. Adobe Systems, Inc.*                ADBE                1.07            113.6250            3,408.75

  4. Alcatel*+                            ALA                1.52             46.7500            4,862.00

  5. Altera Corporation                  ALTR                0.73             93.5000            2,337.50

  6. Amazon.com, Inc.                    AMZN                1.49             73.1250            4,753.13

  7. America Online, Inc.                 AOL                0.77             74.3750            2,454.38

  8. Analog Devices, Inc.                 ADI                0.74             88.0000            2,376.00

  9. Apple Computer, Inc.                AAPL                0.74            139.5625            2,372.56

 10. Applied Materials, Inc.             AMAT                0.75            108.5625            2,388.38

 11. Ariba, Inc.                         ARBA                1.39            245.8125            4,424.63

 12. ASM Lithography Holding N.V.+       ASML                1.50            136.8750            4,790.63

 13. At Home Corporation                 ATHM                1.52             32.8125            4,856.25

 14. Automatic Data Processing,
   Inc.*                                  AUD                0.75             51.9375            2,389.13

 15. BMC Software, Inc.                  BMCS                1.55             55.0000            4,950.00

 16. Broadcom Corporation                BRCM                1.46            233.0000            4,660.00

 17. BroadVision, Inc.                   BVSN                1.51             66.1875            4,831.69

 18. CIENA Corporation                   CIEN                1.48            157.4375            4,723.13

 19. Cisco Systems, Inc.                 CSCO                0.75             80.0625            2,401.88

 20. Citrix Systems, Inc.                CTXS                0.73            101.1250            2,325.88

 21. CMGI, Inc.                          CMGI                1.49            116.2500            4,766.25

 22. Commerce One, Inc.                  CMRC                1.00            213.3125            3,199.69

 23. Compaq Computer Corporation*         CPQ                0.75             29.1875            2,393.38

 24. Computer Associates
   International, Inc.*                   CA                 0.76             65.4375            2,421.19

 25. Computer Sciences Corporation        CSC                1.50             80.0000            4,800.00
</TABLE>


- ----------------------------
(1) Based on Cost to Portfolio.

(2) Valuation by the Trustee made on the basis of closing sale prices at the
    evaluation time on March 27, 2000, the business day prior to the initial
    date of deposit. The value of the Securities on any subsequent business day
    will vary.

 + The issuer is a foreign corporation; dividends, if any, may be subject to
   withholding taxes.
 * Only these stocks currently pay dividends.

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

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
- --------------------------------------------------------------------------------
                               Defined Portfolio
- -------------------------------------------------------------------

Equity Investor Fund

Defined Technology Portfolio 2000 Series B

Defined Asset Funds


<TABLE>
<CAPTION>
                                                                              PRICE
                                        TICKER          PERCENTAGE          PER SHARE             COST
NAME OF ISSUER                          SYMBOL       OF PORTFOLIO (1)     TO PORTFOLIO      TO PORTFOLIO (2)
<S>                                  <C>             <C>                  <C>              <C>
- -------------------------------------------------------------------------------------------------------------

26. Compuware Corporation                CPWR                1.51%          $ 24.6250         $  4,826.50

27. Comverse Technology, Inc.            CMVT                0.72            209.0000            2,299.00

28. Conexant Systems, Inc.               CNXT                0.76             81.2500            2,437.50

29. Dell Computer Corporation            DELL                0.76             57.8750            2,430.75

30. DoubleClick, Inc.                    DCLK                0.68            107.8750            2,157.50

31. E*TRADE Group, Inc.                  EGRP                1.54             32.6250            4,926.38

32. eBay, Inc.                           EBAY                0.90            239.8125            2,877.75

33. Electronic Arts, Inc.                ERTS                0.77             76.3750            2,444.00

34. Electronic Data Systems
   Corporation*                           EDS                1.46             70.8750            4,677.75

35. EMC Corporation                       EMC                0.75            141.6875            2,408.69

36. Exodus Communications, Inc.          EXDS                1.26            167.8125            4,027.50

37. First Data Corporation*               FDC                1.51             46.3750            4,823.00

38. Foundry Networks, Inc.               FDRY                0.75            150.0000            2,400.00

39. Gateway, Inc.                         GTW                0.73             55.8125            2,344.13

40. Hewlett-Packard Company*              HWP                0.73            146.3125            2,341.00

41. i2 Technologies, Inc.                ITWO                1.49            176.0625            4,753.69

42. Infosys Technologies Limited*+       INFY                1.45            256.5000            4,617.00

43. Inktomi Corporation                  INKT                1.78            210.7500            5,690.25

44. Intel Corporation*                   INTC                0.76            142.6875            2,425.69

45. Internap Network Services
   Corporation                           INAP                0.61             67.2500            1,950.25

46. International Business Machines
   Corporation*                           IBM                0.75            126.5625            2,404.69

47. Internet Capital Group, Inc.         ICGE                0.67            106.5625            2,131.25

48. Intuit, Inc.                         INTU                0.76             58.9375            2,416.44

49. JDS Uniphase Corporation             JDSU                0.73            128.7500            2,317.50

50. Juniper Networks, Inc.               JNPR                1.56            276.4375            4,975.88
</TABLE>


- ----------------------------
The Sponsor may have acted as underwriter, manager or co-manager of a public
offering of the securities in this Portfolio during the last three years.
Affiliates of the Sponsor may serve as specialists in the securities in this
Portfolio on one or more stock exchanges and may have a long or short position
in any of these securities or options on any of them, and may be on the opposite
side of public orders executed on the floor of an exchange where the securities
are listed. An officer, director or employee of the Sponsor may be an officer or
director of one or more of the issuers of the securities in the Portfolio. The
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
The Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
 + The issuer is a foreign corporation; dividends, if any, may be subject to
   withholding taxes.
 * Only these stocks currently pay dividends.
                          ----------------------------

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
- --------------------------------------------------------------------------------
                               Defined Portfolio
- -------------------------------------------------------------------

Equity Investor Fund

Defined Technology Portfolio 2000 Series B (Continued)

Defined Asset Funds


<TABLE>
<CAPTION>
                                                                              PRICE
                                        TICKER          PERCENTAGE          PER SHARE             COST
NAME OF ISSUER                          SYMBOL       OF PORTFOLIO (1)     TO PORTFOLIO      TO PORTFOLIO (2)
<S>                                  <C>             <C>                  <C>              <C>
- -------------------------------------------------------------------------------------------------------------

51. KLA-Tencor Corporation               KLAC                0.76%          $ 89.4375         $  2,414.81

52. Lexmark International Group,
   Inc.                                   LXK                1.48            121.5000            4,738.50

53. Linear Technology Corporation*       LLTC                0.73            102.0625            2,347.44

54. LSI Logic Corporation                 LSI                0.76             83.3750            2,417.88

55. Lucent Technologies, Inc.*            LU                 0.75             65.1875            2,411.94

56. Maxim Integrated Products, Inc.      MXIM                0.75             70.1875            2,386.38

57. Metromedia Fiber Network, Inc.       MFNX                1.43             99.5000            4,577.00

58. Micron Technology, Inc.               MU                 1.50            140.4375            4,774.88

59. Microsoft Corporation                MSFT                0.75            104.0625            2,393.44

60. Molex, Inc.*                         MOLX                1.52             58.3125            4,839.94

61. Motorola, Inc.*                       MOT                0.77            163.3125            2,449.69

62. National Semiconductor
   Corporation                            NSM                1.53             62.5000            4,875.00

63. Network Appliance, Inc.              NTAP                1.37             97.2500            4,376.25

64. Nextel Communications, Inc.          NXTL                0.74            157.3750            2,360.63

65. Nokia Corporation*+                   NOK                0.72            230.1250            2,301.25

66. Nortel Networks Corporation*+         NT                 0.76            143.0625            2,432.06

67. Novell, Inc.                         NOVL                0.74             31.3750            2,353.13

68. Oracle Corporation                   ORCL                0.75             88.4375            2,387.81

69. Parametric Technology
   Corporation                           PMTC                1.55             25.8750            4,942.13

70. Paychex, Inc.*                       PAYX                0.76             52.7500            2,426.50

71. Philips Electronics N.V.*+            PHG                0.74            181.8125            2,363.56

72. Phone.com, Inc.                      PHCM                0.70            171.2500            2,226.25

73. PMC-Sierra, Inc.+                    PMCS                0.72            231.5625            2,315.63

74. Portal Software, Inc.                PRSF                0.86             70.3125            2,742.19

75. Priceline.com, Inc.                  PCLN                0.95             92.0000            3,036.00
</TABLE>


- ----------------------------
(1) Based on Cost to Portfolio.

(2) Valuation by the Trustee made on the basis of closing sale prices at the
    evaluation time on March 27, 2000, the business day prior to the initial
    date of deposit. The value of the Securities on any subsequent business day
    will vary.

 * Only these stocks currently pay dividends.
 + The issuer is a foreign corporation; dividends, if any, may be subject to
   withholding taxes.
                          ----------------------------

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
- --------------------------------------------------------------------------------
                               Defined Portfolio
- -------------------------------------------------------------------

Equity Investor Fund

Defined Technology Portfolio 2000 Series B (Continued)

Defined Asset Funds


<TABLE>
<CAPTION>
                                                                             PRICE
                                        TICKER          PERCENTAGE         PER SHARE             COST
NAME OF ISSUER                          SYMBOL       OF PORTFOLIO (1)    TO PORTFOLIO      TO PORTFOLIO (2)
<S>                                  <C>             <C>                 <C>              <C>
- ------------------------------------------------------------------------------------------------------------

 76. QUALCOMM, Inc.                      QCOM                1.49%         $148.9375         $  4,766.00

 77. RealNetworks, Inc.                  RNWK                0.52            72.6250            1,670.38

 78. SAP AG*+                             SAP                0.83            75.5000            2,642.50

 79. Seagate Technology, Inc.             SEG                0.74            71.8125            2,369.81

 80. Siebel Systems, Inc.                SEBL                1.50           145.6875            4,807.69

 81. Solectron Corporation                SLR                0.77            43.8750            2,457.00

 82. SONY Corporation*+                   SNE                0.70           248.2500            2,234.25

 83. STMicroelectronics N.V.*+            STM                0.75           200.8750            2,410.50

 84. Sun Microsystems, Inc.              SUNW                0.76           105.0000            2,415.00

 85. Sycamore Networks, Inc.             SCMR                1.11           148.0000            3,552.00

 86.Taiwan Semiconductor
    Manufacturing Company Limited+        TSM                1.02            60.1250            3,246.75

 87. Telefonaktiebolaget LM
   Ericsson AB*+                         ERICY               0.75            99.6250            2,391.00

 88. Tellabs, Inc.                       TLAB                0.76            65.7500            2,432.75

 89. Teradyne, Inc.                       TER                0.73            89.1250            2,317.25

 90. Terra Networks, S.A.+               TRRA                1.34            92.7500            4,266.50

 91. Texas Instruments, Inc.*             TXN                0.74           180.9375            2,352.19

 92. TIBCO Software, Inc.                TIBX                1.40           121.0000            4,477.00

 93. Unisys Corporation                   UIS                0.74            27.7500            2,358.75

 94. VeriSign, Inc.                      VRSN                0.95           189.2500            3,028.00

 95. VERITAS Software Corporation        VRTS                0.74           168.4375            2,358.13

 96. Vignette Corporation                VIGN                0.94           230.0000            2,990.00

 97. Vitesse Semiconductor
   Corporation                           VTSS                0.75            95.9375            2,398.44

 98. Xerox Corporation*                   XRX                0.76            27.0625            2,435.63

 99. Xilinx, Inc.                        XLNX                0.76            86.8125            2,430.75

100. Yahoo! Inc.                         YHOO                0.75           200.7500            2,409.00
                                                           ------                            -----------
                                                           100.00%                           $319,374.02
                                                           ======                            ===========
</TABLE>


- ----------------------------
The Sponsor may have acted as underwriter, manager or co-manager of a public
offering of the securities in this Portfolio during the last three years.
Affiliates of the Sponsor may serve as specialists in the securities in this
Portfolio on one or more stock exchanges and may have a long or short position
in any of these securities or options on any of them, and may be on the opposite
side of public orders executed on the floor of an exchange where the securities
are listed. An officer, director or employee of the Sponsor may be an officer or
director of one or more of the issuers of the securities in the Portfolio. The
Sponsor may trade for its own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the securities or in options on them.
The Sponsor, its affiliates, directors, elected officers and employee benefits
programs may have either a long or short position in any securities or in
options on them.
 * Only these stocks currently pay dividends.
 + The issuer is a foreign corporation; dividends, if any, may be subject to
   withholding taxes.
                          ----------------------------

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   STOCKS FROM THOSE DESCRIBED ABOVE.
<PAGE>
- --------------------------------------------------------------------------------
RISK/RETURN SUMMARY (CONTINUED)


<TABLE>
<C>  <S>
 4.  WHAT ARE THE SIGNIFICANT RISKS?
     YOU CAN LOSE MONEY BY INVESTING IN THE
     PORTFOLIO. THIS CAN HAPPEN FOR VARIOUS
     REASONS, INCLUDING:
  -  The Portfolio is composed of aggressive
     growth stocks in the technology industry
     that are subject to extreme price
     volatility. Therefore, the Portfolio may
     be considered speculative. Investors may
     want to consider their risk tolerance and
     investment time horizon before investing
     in this Portfolio.
  -  Investors should be aware that the Model
     was applied on March 22, 2000, and that
     the Portfolio is generally fixed; because
     the Merrill Lynch 100 is rebalanced
     annually in December, or may otherwise
     change, the stocks in the Portfolio will
     not always reflect the current Merrill
     Lynch 100. A subsequent application of the
     Model might yield different stock
     weightings.
  -  Dividend rates on the stocks or share
     prices may decline during the life of the
     Portfolio.
  -  Because the Portfolio is concentrated in
     stocks in the technology sector, adverse
     developments in this industry may affect
     the value of your units.
  -  The Portfolio may continue to purchase or
     hold the stocks originally selected even
     though their market value may have changed
     or they may no longer be in the Merrill
     Lynch 100.
  -  The Portfolio does not reflect any
     investment recommendations of the Sponsor,
     and any one or more of the stocks in the
     Portfolio may, from time to time, be
     subject to sell recommendations from the
     Sponsor.

 5.  HOW HAS THE TECHNOLOGY PORTFOLIO PERFORMED
     IN THE PAST?

     The following table shows the actual
     annualized pre-tax return to investors who
     bought the first Technology Portfolio in
     1998. The return assumes that investors
     reinvested all dividends and paid the
     maximum sales fees. The return figure
     reflects performance through December 31,
     1999. Of course past performance is no
     indication of future results.
</TABLE>


<TABLE>
<CAPTION>
                 CUMULATIVE
                PERFORMANCE
              THROUGH 12/31/99
             ------------------
     SERIES    STARTING DATE         ANNUALIZED RETURN
     ------  ------------------      -----------------
<S>  <C>     <C>                     <C>
       C*         8/25/98              100.46   %
</TABLE>

<TABLE>
<CAPTION>
                     LATEST COMPLETED PORTFOLIO
             ------------------------------------------
                    TERM              ANNUALIZED RETURN
             -------------------      -----------------
<S>  <C>     <C>                      <C>
               8/25/98-9/24/99           66.73   %
</TABLE>

<TABLE>
<C>  <S>
     --------------

     * This Portfolio was originally Series 1 and
     rolled into Series C on August 30, 1999.

 6.  IS THIS PORTFOLIO APPROPRIATE FOR YOU?
     Yes, if you want capital appreciation. You
     will benefit from a professionally selected
     and supervised portfolio whose risk is
     reduced by investing in equity securities of
     different issuers. Because all of the
     Portfolio stocks are concentrated in the
     technology sector, this Portfolio is not
     designed to be a complete equity investment
     program.

     The Portfolio is NOT appropriate for you if
     you are unwilling to take the additional
     risk involved with an aggressive growth
     equity investment. It may not be appropriate
     for you if you are seeking preservation of
     capital or current income.

 7.  WHAT ARE THE PORTFOLIO'S FEES AND EXPENSES?
     This table shows the costs and expenses you
     may pay, directly or indirectly, when you
     invest in the Portfolio.
</TABLE>

<TABLE>
<C>  <S>                                                              <C>
     INVESTOR FEES

     Maximum Sales Fee (Load) on
     new purchases (as a percentage
     of $1,000 invested)                       2.50%
</TABLE>


<TABLE>
<CAPTION>
     You will pay an up-front sales fee of
     approximately 1.00%, as well as a total
     deferred sales fee of $15.00 ($1.50 per 1,000
     units deducted from the Portfolio's net asset
     value on July 1, 2000 and the first of each
     month thereafter through April 1, 2001).
<C>  <S>
     ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>



<TABLE>
                                       .091  %       $     0.90
     Trustee's Fee
                                       .071  %       $     0.70
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
<CAPTION>
                                      AS A % OF        AMOUNT
                                         NET         PER 1,000
                                       ASSETS          UNITS
                                      ---------      ---------
     value on July 1, 2000 and the first of each
     month thereafter through April 1, 2001).
<C>  <S>                              <C>            <C>
                                       .250  %       $     2.48
     Creation and   Development Fee
                                       .037  %       $     0.37
     Other Operating Expenses
                                      -------        ----------
                                       .449  %       $     4.45
     TOTAL
</TABLE>


                                       4
<PAGE>

<TABLE>
<C>  <S>
     The Creation and Development Fee
     (estimated $.00248 per unit) compensates
     the Sponsor for the creation and
     development of the Portfolio and is
     computed based on the Portfolio's average
     daily net asset value through the date of
     collection. This fee historically had
     been included in the sales fee.
</TABLE>


<TABLE>
<C>  <S>                                                        <C>
     ORGANIZATIONAL COSTS per 1,000
     units (deducted from Portfolio
     assets at the close of the initial
     offering period)                        $2.03
</TABLE>



<TABLE>
<C>  <S>
     EXAMPLE
     This example may help you compare the cost
     of investing in the Portfolio to the cost
     of investing in other funds.
     The example assumes that you invest $10,000
     in the Portfolio for the periods indicated
     and sell all your units at the end of those
     periods. The example also assumes a 5%
     return on your investment each year and
     that the Portfolio's operating expenses
     stay the same. Although your actual costs
     may be higher or lower, based on these
     assumptions your costs would be:
</TABLE>



<TABLE>
<S>  <C>     <C>      <C>      <C>
     1 Year  3 Years  5 Years  10 Years
      $318    $772    $1,253    $2,578
</TABLE>



<TABLE>
<C>  <S>
 8.  IS THE PORTFOLIO MANAGED?

     Unlike a mutual fund, the Portfolio is not
     managed and stocks are not sold because of
     market changes. The Sponsor monitors the
     portfolio and may instruct the Trustee to
     sell securities under certain limited
     circumstances. However, given the
     investment philosophy of the Portfolio, the
     Sponsor is not likely to do so.

 9.  HOW DO I BUY UNITS?
     The minimum investment is $250.

     You can buy units from the Sponsor and
     other broker-dealers. Some banks may offer
     units for sale through special arrangements
     with the Sponsor, although certain legal
     restrictions may apply.

     UNIT PRICE PER 1,000 UNITS          $999.88
     (as of March 27, 2000)

     Unit price is based on the net asset value
     of the Portfolio plus the up-front sales
     fee.
     Unit price also includes the estimated
     organization costs shown above per 1,000
     Units, to which no sales fee has been
     applied.
     The Portfolio stocks are valued by the
     Trustee on the basis of their closing
     prices at 4:00 p.m. Eastern time every
     business day. Unit price changes every day
     with changes in the prices of the stocks.

10.  HOW DO I SELL UNITS?
     You may sell your units at any time to the
     Sponsor or the Trustee for the net asset
     value determined at the close of business
     on the date of sale, less any remaining
     deferred sales fee and the costs of
     liquidating securities to meet the
     redemption.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
     The Portfolio pays distributions of any
     dividend income on the 25th of September if
     you own units on the 10th of that month.
     For tax purposes, you will be considered to
     have received all the dividends paid on
     your pro rata portion of each security in
     the Portfolio when those dividends are
     received by the Portfolio regardless of
     whether you reinvest your dividends in the
     Portfolio. A portion of the dividend
     payments may be used to pay expenses of the
     Portfolio. Foreign investors' shares of
     dividends will generally be subject to
     withholding taxes.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT
     You may choose to reinvest your
     distributions into additional units of the
     Portfolio. You will pay only the deferred
     sales fee remaining at the time of
     reinvestment. Unless you choose
     reinvestment, you will receive your
     distributions in cash.

     EXCHANGE PRIVILEGES
     If you continue to hold your units, you may
     exchange units of this Portfolio any time
     before this Portfolio terminates for units
     of certain other Defined Asset Funds at a
     reduced sales fee if your investment goals
     change. In addition, you may exchange into
     this Portfolio from certain other Defined
     Asset Funds.
</TABLE>


                                       5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

INCOME

Any dividend income will be distributed to you one time during the life of the
Portfolio. There can be no assurance that any dividends will be declared or
paid.

RECORDS AND REPORTS

You will receive:
- - a notice from the Trustee if new equity securities are deposited in exchange
  or substitution for equity securities originally deposited;
- - a final report on Portfolio activity; and
- - tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE AMOUNT
  OF INCOME RECEIVED. PLEASE CONTACT YOUR TAX ADVISER IN THIS REGARD.

You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.

THE RISKS YOU FACE

CONCENTRATION RISK

When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.

Here is what you should know about the Portfolio's concentration in technology
stocks. Technology stocks tend to be relatively volatile as compared to other
types of investments. These kinds of companies
  - are rapidly developing and highly competitive, both domestically and
    internationally;
  - may be smaller and less seasoned companies with limited product lines,
    markets or financial resources and limited management or marketing
    personnel; and
  - are affected by
    -- worldwide scientific and technological developments (and resulting
      product obsolescence);
    -- government regulation;
    -- increase in material or labor costs;
    -- changes in distribution channels; and
    -- the need to manage inventory levels in line with product demand.

Other risk factors include:
  - short product life cycles;
  - aggressive pricing and reduced profit margins;
  - dramatic and often unpredictable changes in growth rates;
  - frequent new product introduction and the need to enhance existing products;
    and
  - intense competition from large established companies and potential
    competition from small start up companies.

Technology companies are also dependent to a substantial degree upon skilled
professional and technical personnel and there is considerable competition for
the services of qualified personnel in the industry.

LITIGATION AND LEGISLATION RISKS

We do not know of any pending litigation that might have a material adverse
effect upon the Portfolio.

Future tax legislation could affect the value of the Portfolio by:
  - reducing the dividends-received deduction or
  - increasing the corporate tax rate resulting in less money available for
    dividend payments.

                                       6
<PAGE>
SELLING OR EXCHANGING UNITS

You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:
  - ADDING the value of the Portfolio Securities, cash and any other Portfolio
    assets;
  - SUBTRACTING accrued but unpaid Portfolio expenses, unreimbursed Trustee
    advances, cash held to buy back units or for distribution to investors, and
    any other Portfolio liabilities; and
  - DIVIDING the result by the number of outstanding units.

Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.

As of the close of the initial offering period, the price you receive will be
reduced to pay the Portfolio's estimated organization costs.

If you sell your units before the final deferred sales fee installment, the
amount of any remaining payments will be deducted from your proceeds.

SPONSOR'S SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value
less any remaining deferred sales fee and the cost of liquidating securities to
meet the redemption. We may resell the units to other buyers or to the Trustee.

We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.

Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.

As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.

If the Portfolio does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Portfolio.

If you sell units with a value of at least $500,000, you may choose to receive
your distribution "in-kind." If you so choose, you will receive securities and
cash with a total

                                       7
<PAGE>
value equal to the price of your units. The Trustee will try to distribute
securities in the portfolio pro rata, but it reserves the right to distribute
only one or a few securities. The Trustee will act as your agent in an in-kind
distribution and will either hold the securities for your account or transfer
them as you instruct. You must pay any transaction costs as well as transfer and
ongoing custodial fees on sales of securities distributed in kind.

There could be a delay in paying you for your units:
  - if the New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
  - if the SEC determines that trading on the New York Stock Exchange is
    restricted or that an emergency exists making sale or evaluation of the
    securities not reasonably practicable; and
  - for any other period permitted by SEC order.

ROLLOVER/EXCHANGE OPTION

When this Portfolio is about to terminate, you may have the option to roll your
proceeds into a new Technology Portfolio if one is available.


If you notify your financial adviser by May 2, 2001 your units will be redeemed
and certain distributed securities plus the proceeds from the sale of the
remaining distributed securities will be reinvested in units of a new Technology
Portfolio. If you decide not to roll over your proceeds, you will receive a cash
distribution (or, if you are eligible and you so choose, an in-kind
distribution) after the Portfolio terminates.



The Portfolio will terminate by June 6, 2001. However, the Sponsor may extend
the termination date for a period no longer than 30 days without notice to
Unitholders. You may, by written notice to the Trustee at least ten business
days prior to termination, elect to receive an in-kind distribution of your pro
rata share of the Securities remaining in the Portfolio at that time (net of
your share of expenses). Of course, you can sell your Units at any time prior to
termination.


If you continue to hold your units, you may exchange units of this Portfolio any
time before this Portfolio terminates for units of certain other Defined Asset
Funds at a reduced sales fee if your investment goals change. In addition, you
may exchange into this Fund from certain other Defined Asset Funds. To exchange
units, you should talk to your financial professional about what Portfolios are
exchangeable, suitable and currently available.

We may amend or terminate the options to exchange your units or roll your
proceeds at any time without notice.

HOW THE FUND WORKS

PRICING

Units are charged a combination of initial and deferred sales fees.

In addition, during the initial offering period, a portion of the price of a
unit also consists of securities to pay all or some of

                                       8
<PAGE>
the costs of organizing the Portfolio including:
  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.


The deferred sales fee is generally a charge of $1.50 per 1,000 units and is
accrued in ten installments. Units redeemed or repurchased prior to the accrual
of the final deferred sales fee installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds or
deducted in calculating an in-kind distribution. (This deduction will be waived
in the event of the death or disability, as defined in the Internal Revenue Code
of 1986, of an investor). The initial sales fee is equal to the aggregate sales
fee less the aggregate amount of any remaining installments of the deferred
sales fee.


It is anticipated that securities will not be sold to pay the deferred sales fee
until after the date of the last installment. Investors will be at risk for
market price fluctuations in the securities from the several installment accrual
dates to the dates of actual sale of securities to satisfy this liability.

EVALUATIONS

The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National Market, evaluations are generally based on closing sales prices on that
exchange or that system or, if closing sales prices are not available, at the
mean between the closing bid and offer prices.

INCOME
- - The annual income per unit, after deducting estimated annual Portfolio
  expenses per unit, will depend primarily upon the amount of dividends declared
  and paid by the issuers of the securities and changes in the expenses of the
  Portfolio and, to a lesser degree, upon the level of sales of securities.
  There is no assurance that dividends on the securities will continue at their
  current levels or be declared at all.
- - Each unit receives an equal share of distributions of dividend income net of
  estimated expenses. The Trustee credits dividends received to an Income
  Account and other receipts to a Capital Account. The Trustee may establish a
  reserve account by withdrawing from these accounts amounts it considers
  appropriate to pay any material liability. These accounts do not bear
  interest.

EXPENSES

The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Portfolio in non-interest bearing accounts. The Trustee may also receive
additional amounts:

                                       9
<PAGE>
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsor;
  - costs of actions taken to protect the Portfolio and other legal fees and
    expenses;
  - expenses for keeping the Portfolio's registration statement current; and
  - Portfolio termination expenses and any governmental charges.

The Sponsor is currently reimbursed up to 70 CENTS per 1,000 units annually for
providing portfolio supervisory, bookkeeping and administrative services and for
any other expenses properly chargeable to the Portfolio. While this fee may
exceed the amount of these costs and expenses attributable to this Portfolio,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
Certain of these expenses were previously paid for by the Sponsor.

The Sponsor will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsor for the creation and development of the Portfolio, including
determination of the Portfolio's objective and policies and portfolio
composition and size, selection of service providers and information services.
No portion of the Creation and Development Fee is applied to the payment of
distribution expenses or as compensation for sales efforts.

The Trustee's and Sponsor's fees may be adjusted for inflation without
investors' approval.

The maximum sales fee is 2.50%. If you hold units in certain eligible accounts
offered by the Sponsor, you will pay no sales fee. Employees and non-employee
directors of the Sponsor may be charged a reduced sales fee of no less than
$5.00 per 1,000 Units. If your aggregate sales fee is less than the deferred
sales fee, you will be given additional units which will decrease the effective
maximum sales fee to the amount shown below.

The maximum sales fee is effectively reduced if you invest as follows:

<TABLE>
<CAPTION>
                         YOUR MAXIMUM SALES
    IF YOU INVEST:          FEE WILL BE:
    --------------       ------------------
<S>                      <C>
Less than $50,000               2.50%
$50,000 to $99,999              2.25%
$100,000 to $249,999            1.75%
$250,000 to $999,999            1.50%
$1,000,000 to
$4,999,999                      0.75%
$5,000,000 or more              0.35%
</TABLE>

The deferred sales fees you owe are paid from the Capital Account. Although we
may collect the deferred sales charge monthly, to keep units more fully invested
we do not currently plan to pay the deferred sales charge until after the
rollover notification date.

The Sponsor will pay advertising and selling expenses at no charge to the
Portfolio. If Portfolio expenses exceed initial estimates, the Portfolio will
owe the excess. The Trustee has a lien on Portfolio assets to secure
reimbursement of Portfolio expenses and may sell securities if cash is not
available.

PORTFOLIO CHANGES

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.

                                       10
<PAGE>
We decide whether to offer for sale units that we acquire in the secondary
market after reviewing:
  - diversity of the Portfolio;
  - size of the Portfolio relative to its original size;
  - ratio of Portfolio expenses to income; and
  - cost of maintaining a current prospectus.

If the Portfolio is buying or selling a stock actively traded on a national
securities exchange or certain foreign exchanges, it may buy from or sell to
another Defined Asset Fund at the stock's closing sale price (without any
brokerage commissions).

PORTFOLIO TERMINATION

When the Portfolio is about to terminate you will receive a notice, and you will
be unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.

You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.

NO CERTIFICATES

All investors are required to hold their Units in uncertificated form and in
"street name" by their broker, dealer or financial institution at the Depository
Trust Company.

TRUST INDENTURE

The Portfolio is a "unit investment trust" governed by a Trust Indenture, a
contract between the Sponsor and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.

The Sponsor and the Trustee may amend the Indenture without your consent:
  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsor).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Portfolio without your written consent.

The Trustee may resign by notifying the Sponsor. The Sponsor may remove the
Trustee without your consent if:
  - it fails to perform its duties;
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities; or
  - the Sponsor determines that its replacement is in your best interest.

Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsor without the consent of investors. The
resignation or

                                       11
<PAGE>
removal of the Trustee becomes effective when a successor accepts appointment.
The Sponsor will try to appoint a successor promptly; however, if no successor
has accepted within 30 days after notice of resignation, the resigning Trustee
may petition a court to appoint a successor.

If the Sponsor fails to perform its duties or becomes bankrupt the Trustee may:
  - remove it and appoint a replacement Sponsor;
  - liquidate the Portfolio; or
  - continue to act as Trustee without a Sponsor.

The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsor.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.

SPONSOR:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051

The Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer the
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE


The Bank of New York, Unit Trust Department, P.O. Box 974, Wall Street Division,
New York, New York 10268-0974. is the Trustee, It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.


UNDERWRITER'S AND SPONSOR'S PROFITS

Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsor before the settlement date for those units may be used in
the Sponsor's businesses to the extent permitted by federal law and may benefit
the Sponsor.

The Sponsor or Underwriter may realize profits or sustain losses on stocks in
the Portfolio which were acquired from underwriting syndicates of which it was a
member.

The Sponsor will receive a Creation and Development Fee of .25% of the
Portfolio's average daily net asset value through the date of collection. This
fee, which has historically been included in the gross sales fee, compensates
the Sponsor for the creation and development of the Portfolio, including
determination of the Portfolio's

                                       12
<PAGE>
objective and policies and portfolio composition and size, selection of service
providers and information services. No portion of the Creation and Development
Fee is applied to the payment of distribution expenses or as compensation for
sales efforts.


During the initial offering period, the Sponsor may realize profits or sustain
losses on units they hold due to fluctuations in the price per unit. The Sponsor
experienced a loss of $38.74 on the initial date of deposit of the Securities.
Any profit or loss to the Portfolio will be effected by the receipt of
applicable sales charges and a gain or loss on subsequent deposits of
securities. In maintaining a secondary market, the Sponsor will also realize
profits or sustain losses in the amount of any difference between the prices at
which it buys units and the prices at which it resells or redeems them.


PUBLIC DISTRIBUTION

During the initial offering period, units will be distributed to the public by
the Sponsor and dealers who are members of the National Association of
Securities Dealers, Inc.

Dealers will be entitled to the concession stated below on Units sold or
redeemed during the first year.

<TABLE>
<CAPTION>
                                              DEALER CONCESSION
                                                      AS
                                                A % OF PUBLIC
                        AMOUNT PURCHASED        OFFERING PRICE
                        ----------------      -----------------
<S>                    <C>                  <C>
                       Less than $50,000             2.00%
                       $50,000 to $99,999            1.80%
                       $100,000 to
                       $249,999                      1.45%
                       $250,000 to
                       $999,999                      1.25%
                       $1,000,000 and over           0.50%
</TABLE>

The Sponsor does not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.


CODE OF ETHICS



The Portfolio and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Portfolio transactions. Subject to certain conditions,
the codes permit employees to invest in Portfolio securities for their own
accounts. The codes are designed to prevent fraud, deception and misconduct
against the Portfolio and to provide reasonable standards of conduct. These
codes are on file with the Commission and you may obtain a copy by contacting
the Commission at the address listed on the back cover of this prospectus.


YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date, we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact would be material to the Portfolio as a whole.

                                       13
<PAGE>
ADVERTISING AND SALES LITERATURE

Advertising and sales literature may include brief descriptions of the principal
businesses of the companies represented in the Portfolio.

Sales material may discuss developing a long-term financial plan, working with
your financial professional; the nature and risks of various investment
strategies and Defined Asset Funds that could help you toward your financial
goals and the importance of discipline; how securities are selected for these
funds, how the funds are created and operated, features such as convenience and
costs, and options available for certain types of funds including automatic
reinvestment, rollover, exchanges and redemption. It may also summarize some
similarities and differences with mutual funds and discuss the philosophy of
spending time in the market rather than trying to time the market, including
probabilities of negative returns over various holding periods.

Sales literature and articles may state research opinions on the economy,
countries and industry sectors and include a list of funds generally appropriate
for pursuing these recommendations.

TAXES

The following summarizes some of the important income tax consequences of
holding Units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

The Portfolio will not be taxed as a corporation for federal income tax
purposes, and you will be considered to own directly your share of each Security
in the Portfolio.

You will be considered to receive your share of any dividends paid when those
dividends are received by the Portfolio. Income from dividends will be taxed at
ordinary income rates. If you are a corporate investor, you may be eligible for
the dividends-received deduction if you satisfy the applicable holding period
and other requirements. You should consult your tax adviser in this regard.

GAIN OR LOSS UPON DISPOSITION


You will generally recognize a gain or loss when you dispose of your units for
cash (by sale or redemption), when you exchange units for units of another
Defined Asset Fund or when the Trustee disposes of the Securities in the
Portfolio. You generally will not recognize a gain or loss on an "in-kind"
distribution to you of your proportional share of the Portfolio Securities,
whether it is in redemption of your units or upon termination of the Portfolio.
Your holding period for the distributed Securities will include your holding
period in your units.



If you elect to roll over your investment in the Portfolio, you will recognize a
gain or loss only with respect to your share of those Securities that are not
rolled over into the


                                       14
<PAGE>

new portfolio. You will not recognize a gain or loss with respect to your share
of those Securities that are rolled over, and your basis in those Securities
will remain the same as before the rollover.


If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss from the Portfolio will be long-term if you are considered
to have held your investment that produces the gain or loss for more than one
year and short-term otherwise. Because the deductibility of capital losses is
subject to limitations, you may not be able to deduct all of your capital
losses. You should consult your tax adviser in this regard.

YOUR TAX BASIS IN THE SECURITIES


Your aggregate tax basis in units that you have purchased for cash will be equal
to the cost of the units, including the sales fee. Your aggregate tax basis in
units that you hold as a result of a rollover from an earlier portfolio will
equal your basis in the Securities that were rolled over from the previous
portfolio plus the proceeds (other than proceeds that were paid to you) from the
sale of Securities from the portfolio that were not rolled over. You should not
increase your basis in your units by deferred sales fees, organizational
expenses or by any portion of the Creation and Development Fee. The tax
reporting form and annual statements you receive will be based on the net
amounts paid to you, from which these expenses will already have been deducted.
Your basis in Securities distributed to you will be the same as the portion of
your basis in your units that is attributable to the distributed Securities, and
your holding period for distributed Securities will include your holding period
in your units.


EXPENSES


If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the appropriate portion of the Creation and
Development Fee), but only to the extent that your share of the expenses,
together with your other miscellaneous deductions, exceeds 2% of your adjusted
gross income. Your ability to deduct Portfolio expenses will be limited further
if your adjusted gross income exceeds a specified amount, currently $128,950
($64,475 for a married person filing separately).


STATE AND LOCAL TAXES

Under the income tax laws of the State and City of New York, the Portfolio will
not be taxed as a corporation, and the income of the Portfolio will be treated
as the income of the investors in the same manner as for federal income tax
purposes.

FOREIGN INVESTORS

If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will be subject to 30% withholding tax (or a lower
applicable treaty rate) on your share of dividends received by the Portfolio.
You should consult your tax adviser about the possible application of federal,
state and local, and foreign taxes.

RETIREMENT PLANS

You may wish to purchase units for an Individual Retirement Account ("IRAs") or

                                       15
<PAGE>
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsor of this Portfolio, and
other financial institutions. Fees and charges with respect to such plans may
vary.

SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Portfolio by
calling the Trustee. The supplemental information includes more detailed risk
disclosure and general information about the structure and operation of the
Portfolio. The supplemental information is also available from the SEC.

                                       16
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsor, Trustee and Holders of Equity Investor Fund, Defined Technology
Portfolio 2000 Series B, Defined Asset Funds (the "Portfolio"):



We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Portfolio as of March 28, 2000. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.


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


In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Portfolio as of March 28,
2000 in conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP
New York, NY
March 28, 2000


                  STATEMENT OF CONDITION AS OF MARCH 28, 2000


TRUST PROPERTY


<TABLE>
<S>                                                        <C>
Investments--Contracts to purchase Securities(1).........  $         319,374.02
                                                           --------------------
        Total............................................  $         319,374.02
                                                           ====================
LIABILITY AND INTEREST OF HOLDERS
    Reimbursement of Sponsor for organization
     expenses(2).........................................  $             654.88
                                                           --------------------
    Subtotal                                                             654.88
                                                           --------------------
Interest of Holders of 322,600 Units of fractional
  undivided interest outstanding:(3)
  Cost to investors(4)...................................  $         322,561.29
  Gross underwriting commissions and organization
    expenses(5)(2).......................................             (3,842.15)
                                                           --------------------
    Subtotal                                                         318,719.14
                                                           --------------------
        Total............................................            319,374.02
                                                           ====================
</TABLE>


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


(1) Aggregate cost to the Portfolio of the securities listed under Defined
    Portfolio determined by the Trustee at 4:00 p.m., Eastern time on March 27,
    2000. The contracts to purchase securities are collateralized by an
    irrevocable letter of credit which has been issued by San Paolo Bank, New
    York Branch, in the amount of $319,412.76 and deposited with the Trustee.
    The amount of the letter of credit includes $319,374.02 for the purchase of
    securities.


(2) A portion of the Public Offering Price consists of securities in an amount
    sufficient to pay all or a portion of the costs incurred in establishing the
    Portfolio. These costs have been estimated at $2.03 per 1,000 Units. A
    distribution will be made as of the close of the initial offering period to
    an account maintained by the Trustee from which the organization expense
    obligation of the investors will be satisfied. If the actual organization
    costs exceed the estimated aggregate amount shown above, the Sponsor will
    pay for this excess amount.


(3) Because the value of securities at the evaluation time on the Initial Date
    of Deposit may differ from the amounts shown in this statement of condition,
    the number of Units offered on the Initial Date of Deposit will be adjusted
    to maintain the $999.88 per 1,000 Units offering price only for that day.
    The Public Offering Price on any subsequent business day will vary.


(4) Aggregate public offering price computed on the basis of the value of the
    underlying securities at 4:00 p.m., Eastern time on March 27, 2000.


(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of the
    Public Offering Price. A deferred sales charge of $1.50 per 1,000 Units is
    payable on July 1, 2000 and on the 1st day of each month thereafter through
    April 1, 2001. Distributions will be made to an account maintained by the
    Trustee from which the deferred sales charge obligation of the investors to
    the Sponsor will be satisfied. If units are redeemed prior to April 1, 2001,
    the remaining portion of the distribution applicable to such units will be
    transferred to such account on the redemption date.


                                       17
<PAGE>
              Defined
            Asset Funds-Registered Trademark->


<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         EQUITY INVESTOR FUND
Request the most                         DEFINED TECHNOLOGY PORTFOLIO
recent free Information                  2000 SERIES B
Supplement that gives more               (A Unit Investment Trust)
details about the Fund,                  ---------------------------------------
by calling:                              This Prospectus does not contain
The Bank of New York                     complete information about the
1-800-221-7771                           investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-30440) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-3044).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                  100600RR--3/00
</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission