EQUITY INVESTOR FUND SEL SER INST HOL PORT 2000 SE B DAF, 487, 2000-05-10

EQUITY INVESTOR FUND SEL SER INST HOL PORT 2000 SE B DAF
487, 2000-05-10

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000

REGISTRATION NO. 333-33400

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
-------------------------------------

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:

EQUITY INVESTOR FUND
SELECT SERIES
INSTITUTIONAL HOLDINGS PORTFOLIO
2000 SERIES B
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITOR:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<S> <C> <C>
COPIES TO
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051
PIERRE DE SAINT PHALLE,
ESQ.
450 LEXINGTON AVENUE
NEW YORK, NY 10017
</TABLE>

E. TITLE OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.

F. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC.

As soon as practicable after the effective date of the registration statement.

/X/ Check box if it is proposed that this Registration Statement shall become
effective upon filing on May 10, 2000, pursuant to Rule 487.

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<PAGE>

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

EQUITY INVESTOR FUND
SELECT SERIES
INSTITUTIONAL HOLDINGS PORTFOLIO
2000 SERIES B
(FORMERLY AMEX INSTITUTIONAL PORTFOLIO
(A UNIT INVESTMENT TRUST)
- SELECTION FROM STOCKS MOST WIDELY HELD BY
INSTITUTIONAL INVESTORS

-----------------------------------------------------
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 May 10, 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
----
Risk/Return Summary.................... 3
What You Can Expect From Your
Investment........................... 7
Income............................... 7
Records and Reports.................. 7
The Risks You Face..................... 7
Litigation and Legislation Risks..... 7
Selling or Exchanging Units............ 7
Sponsor's Secondary Market........... 8
Selling Units to the Trustee......... 8
Rollover/Exchange Option............. 8
How The Fund Works..................... 9
Pricing.............................. 9
Evaluations.......................... 10
Income............................... 10
Expenses............................. 10
Portfolio Changes.................... 11
Portfolio Termination................ 12
No Certificates...................... 12
Trust Indenture...................... 12
Legal Opinion........................ 13
Auditors............................. 13
Sponsor.............................. 13
Trustee.............................. 13
Underwriter's and Sponsor's
Profits............................ 13
Public Distribution.................. 14
Code of Ethics....................... 14
Year 2000 Issues..................... 14
Advertising and Sales Material....... 14
Taxes.................................. 15
Supplemental Information............... 17
Financial Statements................... 18
Report of Independent Accountants.... 18
Statement of Condition............... 18
</TABLE>

2
<PAGE>
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RISK/RETURN SUMMARY

<TABLE>
<C> <S>
1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
- The Portfolio seeks capital appreciation
by investing for a period of about one
year in a fixed portfolio of 20 common
stocks from the Amex Institutional Index,
excluding utilities, if any.

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.

2. WHAT IS THE PORTFOLIO'S INVESTMENT
STRATEGY?
- To select the 20 Portfolio stocks, we
first began with the Amex Institutional
Index (excluding utilities, if any), a
capitalization-weighted index of the 75
stocks most widely held among
professionally managed institutional
portfolios with market values in excess of
$100 million. While there can be no
guarantee of results, the strategy is
designed to produce a balanced portfolio
of quality, large-cap stocks.

- We then applied a proprietary screening
process that consists of the following
four individual tests which focus on
technical and fundamental factors to
produce the Portfolio stocks.
(1) Price Momentum: We selected the
highest half of the universe based on
1-year price return. We then ranked
the selected stocks based on the
greatest 1-year return improvement
(current year return--prior year
return).
(2) Recovery: We chose the lowest half of
the universe based on 3-year returns.
We ranked the selected stocks based on
1-year price return.
(3) Dividend Yield: We chose the highest
half of the universe based on dividend
yield. We then ranked the selected
stocks based on 1-year price return.
(4) Price to Earnings Ratios: We chose
stocks with the lowest price to earnings
ratio and ranked them based on 1-year
price return.

- The final portfolio is chosen by selecting
the top ranked stock in each category in
the following order: Momentum; Recovery;
Dividend Yield; and Price/Earnings. The
process is repeated until 20 stocks have
been selected. If a stock in a particular
category has already been selected for the
Portfolio, the category in which the
duplicate appears is skipped, and a stock
is chosen from the next category that does
not contain a duplicate.

- We plan to hold the stocks in the
Portfolio for about one year. At the end
of the year, we will liquidate the
Portfolio and intend to apply the same
Strategy to select a new portfolio, if
available.

- Each Select Series Institutional Holdings
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
at any time.

3. WHAT INDUSTRIES ARE REPRESENTED IN THE
PORTFOLIO?
Based upon the principal business of each
issuer and current market values, the
Portfolio represents the following
industries:
</TABLE>

<TABLE>
Telecommunications 21%
<C> <S>
Diversified Financial Services 13
Diversified Manufacturing Operations 11
Electronic Component-
Semiconductors 10
Pharmaceuticals 10
Beverages 5
Data Processing/Management 5
Enterprise/Network Products
and Software 5
Fiber Optics 5
Metal-Aluminum 5
Multimedia 5
Retail 5
</TABLE>

<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:

- Each screen of the quantitative, multi-
disciplined stock selection process
involves an element of momentum. Momentum
strategies have historically
underperformed in down markets.

- Stock prices can be volatile.

- The Portfolio has invested in a limited
subset of index stocks, and therefore
Portfolio performance may not keep pace
with index performance to the extent the
index is driven by stocks not held in the
Portfolio.
</TABLE>

3
<PAGE>
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Defined Portfolio
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Equity Investor Fund

Institutional Holdings 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. Alcoa, Inc. AA 5.05% $ 66.1250 $ 17,192.50

2. American Express Company AXP 5.22 148.0000 17,760.00

3. Applied Materials, Inc.* AMAT 5.06 90.6250 17,218.75

4. Automatic Data Processing, Inc. AUD 5.20 50.5000 17,675.00

5. Citigroup, Inc. C 3.84 59.3125 13,048.75

6. Eli Lilly and Company LLY 5.17 79.8750 17,572.50

7. General Electric Company GE 5.19 51.9375 17,658.75

8. JDS Uniphase Corporation* JDSU 5.05 85.8125 17,162.50

9. Morgan Stanley Dean Witter &
Company MWD 3.99 71.5000 13,585.00

10. Motorola, Inc. MOT 5.20 104.1250 17,701.25

11. Nokia Corporation+* NOK 5.15 53.1250 17,531.25

12. Nortel Networks Corporation+ NT 5.17 53.2500 17,572.50

13. Oracle Corporation* ORCL 5.08 72.0000 17,280.00

14. PepsiCo, Inc. PEP 5.10 37.6875 17,336.25

15. Sprint Corporation FON 5.10 59.8750 17,363.75

16. Target Corporation TGT 5.10 69.4375 17,359.38

17. Texas Instruments, Inc. TXN 4.98 141.3125 16,957.50

18. Tyco International Limited TYC 5.11 49.6250 17,368.75

19. The Walt Disney Company DIS 5.15 40.7500 17,522.50

20. Warner-Lambert Company WLA 5.09 123.5625 17,298.75
------- -------------
100.00% $ 340,165.63
======= =============
</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 May 10, 2000, the business day prior to the initial date
of deposit. The value of the Securities on any subsequent business day will
vary.

* These stocks currently pay no dividends.
+ These issuers are foreign corporations; dividends, if any, will be subject to
withholding taxes.

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

The securities were acquired on May 10, 2000 and are represented entirely by
contracts to purchase the securities. The Sponsor may have acted as an
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.

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

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>
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RISK/RETURN SUMMARY (CONTINUED)

<TABLE>
<C> <S>
- The proprietary screening process was
performed on May 5, 2000, and the
Portfolio is generally fixed. The Amex
Institutional Index is rebalanced
quarterly, and may otherwise change, and
therefore the stocks in the Portfolio
will not always reflect the current Amex
Institutional Index. A subsequent
application of the screens might yield
different stocks.
- The stocks in the Portfolio are weighted
differently than they are in the Index,
and therefore a particular stock or group
of stocks may have a different impact on
Portfolio returns than it would have on
index returns.
- Dividend rates on the stocks or share
prices may decline during the life of the
Portfolio.
- The Portfolio may continue to purchase or
hold the stocks originally selected even
though their market value or yield may
have changed, they may no longer be
included in the Amex Institutional Index
or they may be subject to sell
recommendations from the Sponsor.

5. 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 in a
variety of industries.

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

6. 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.

ESTIMATED ANNUAL OPERATING EXPENSES
</TABLE>

<TABLE>
<CAPTION>
AS A %
OF AMOUNT
NET PER 1,000
ASSETS UNITS
------ ---------
<C> <S> <C> <C>
.085 % $0.84
Trustee's Fee
.071 % $0.70
Portfolio Supervision,
Bookkeeping and
Administrative Fees
.250 % $2.48
Creation and
Development Fee
.019 % $0.19
Other Operating Expenses
------- -----
.425 % $4.21
TOTAL
</TABLE>

<TABLE>
<C> <S>
The Creation and Development Fee
(estimated $0.00248 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>
ORGANIZATION COSTS per 1,000 units $1.10
(deducted from Portfolio assets at
the close of the initial offering
period)
</TABLE>

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

<TABLE>
<C> <S>
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 September 15, October 1, October 15,
2000 and thereafter on the first of each month
through May 1, 2001).

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
$306 $737 $1,193 $2,458
</TABLE>

<TABLE>
<C> <S>
The aggregate fees and expenses will not
exceed the applicable NASD limit which is
6.25% of the initial public offering
price.
</TABLE>

4
<PAGE>

<TABLE>
<C> <S>
7. HOW HAVE INSTITUTIONAL HOLDINGS
PORTFOLIOS PERFORMED IN THE PAST?

The following table shows the actual
annualized returns to investors who
bought prior Institutional Holdings
Portfolios and rolled over their
investment into a new Portfolio. The
returns assume that investors paid the
maximum sales fee. The table also shows
returns for the latest completed
portfolio (through termination, not
rollover). Of course, past performance is
no guarantee of future results.
</TABLE>

<TABLE>
<CAPTION>
CUMULATIVE PERFORMANCE
THROUGH 3/31/00
---------------------------------------
SERIES STARTING DATE ANNUALIZED RETURN
------ ------------- -----------------
<S> <C> <C> <C>
A 5/4/99 56.43%
</TABLE>

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

* This series was known as the Amex
Institutional Portfolio.

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 $999.91
(as of May 9, 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 on page 4, 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 Fund pays distributions of any dividend
income, net of expenses, on the 25th of
November, 2000 and April, 2001, if you own units
on the 10th of those months. 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 when
you receive distributions and 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. 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. Distributions to foreign
investors 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. Unless
you choose reinvestment, you will receive your
distributions in cash.

EXCHANGE PRIVILEGES
You may exchange units of this Portfolio for
units of certain other Defined Asset Funds. You
may also exchange into this Portfolio from
certain other funds. We charge a reduced sales
fee on exchanges.
</TABLE>

5
<PAGE>

13. HOW WOULD THE STRATEGY HAVE PERFORMED HISTORICALLY?

The following table compares hypothetical performance of the Strategy Stocks
(but not of any actual Portfolio) with actual performance of the Amex
Institutional Index(1) and the S&P 500 Index. The historic performance of this
strategy is an important consideration in choosing to invest in this Portfolio.
However, these results should not be the sole criteria for selecting this
Portfolio. Each step of the stock selection process involves an element of
momentum. Momentum strategies have historically underperformed in down markets;
however, the market has not experienced a down period during the sixteen years
shown below. In addition, the Portfolio is invested in a limited number of Index
Stocks, and therefore its performance may not keep pace with Index performance
to the extent the Index is driven by stocks not held in the Portfolio. This
hypothetical performance is no assurance of future results of either the
Strategy or any Portfolio.
COMPARISON OF HYPOTHETICAL STRATEGY TOTAL RETURNS WITH
ACTUAL AMEX INSTITUTIONAL INDEX AND S&P 500 INDEX TOTAL RETURNS(2)
(STRATEGY FIGURES REFLECT DEDUCTION OF SALES FEES AND EXPENSES)

<TABLE>
<CAPTION>
AMEX S&P
INSTITUTIONAL 500
YEAR STRATEGY(3) INDEX(1) INDEX
- ------------------------- ------------- ------------- ------
<S> <C> <C> <C>
1984 -0.05% 4.90% 5.95%
1985 38.05 31.07 31.43
1986 20.74 19.69 18.37
1987 11.43 6.58 5.67
1988 1.38 13.78 16.58
1989 29.31 33.19 31.11
1990 0.03 0.55 -3.20
1991 33.50 28.40 30.51
1992 4.86 4.05 7.67
1993 24.49 7.51 9.97
1994 -2.06 2.61 1.30
1995 39.91 39.69 37.10
1996 37.25 26.22 22.69
1997 37.53 34.01 33.10
1998 40.49 38.71 28.34
1999 19.41 25.83 20.89
2000 (through 3/31/00) -1.69 3.42 2.27

16.25 YEAR
AVERAGE ANNUALIZED RETURN 19.51 18.96 17.80
</TABLE>

AVERAGE ANNUALIZED RETURNS AS OF 12/31/99

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

(1) The Amex Institutional Index is a capitalization weighted index of the 75
stocks most widely held as equity investments among institutional
portfolios.

(2) To compute Total Returns, we add changes in market value and dividends that
would have been received during the year, and divide the sum by the opening
market value for the year. Return from a Portfolio will differ from
constructed Strategy returns for several reasons including the following:

- each Portfolio bears brokerage commissions in buying and selling stocks;
Strategy returns do not reflect any commissions;

- Strategy returns are for calendar years, while Portfolios begin and end on
various dates;

- units are bought and sold based on the closing stock prices on the
exchange, while Portfolios may buy and sell stocks at prices during the
trading day;

- Portfolios may not be fully invested at all times; and

- stocks in a Portfolio may not be weighted equally at all times.

(3) When we ranked the common stocks by dividend yields (as described on page
3), we based the yields on the latest dividend and the stock price at the
market opening on the first trading day of the year.

6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

INCOME
The Portfolio will pay to you any income it has received two times during its
life. Because the Portfolio generally pays dividends as they are received,
individual income payments will fluctuate based upon the amount of dividends
declared and paid by each issuer. Other reasons your income may vary are:
- changes in the Portfolio because of additional securities purchased or sold;
- a change in the Portfolio's expenses; and
- the amount of dividends declared and paid.

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
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISOR IN
THIS REGARD.

You may request audited financial statements of the Portfolio from the Trustee.

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

THE RISKS YOU FACE

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.

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.

7
<PAGE>

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 may 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, the Sponsor 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 $250,000, you may choose to receive
your distribution "in kind." If you so choose, you will receive securities and
cash with a total 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 the next Institutional Holdings Portfolio if one is available.

If you hold your Units in a currently non-taxable account with the Sponsor and
notify your financial adviser by June 12, 2001, your units will be redeemed and
certain

8
<PAGE>

distributed securities plus the proceeds from the sale of the remaining
distributed securities will be reinvested in units of a new Institutional
Holdings Portfolio. If you decide not to roll over your proceeds, you will
receive a cash distribution (or, if you so choose, an in-kind distribution)
after the Portfolio terminates.

The Portfolio will terminate by July 13, 2001. 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 do not elect the rollover option by the above notification date, but
later inform your financial professional that you want to invest in the next
Institutional Holdings Portfolio, you will recognize gain, if any, with respect
to your pro rata share of each security in this Portfolio. You will not be
entitled to claim a loss in respect of any security to the extent that the same
security is included in your pro rata share of the next Institutional Holdings
Portfolio.

If your investment goals change and 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. 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 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 estimated organization costs will be deducted from the assets of the
Portfolio as of the close of the initial offering period.

The deferred sales fee is generally a charge of $15.00 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, however, 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.

9
<PAGE>
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 purchases of additional
securities and 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. Because dividends on the securities are not received at a
constant rate throughout the year, any distribution may be more or less than
the amount then credited to the income account. 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:
- expenses for keeping the Portfolio's registration statement current;
- Portfolio termination expenses and any governmental charges.

- for extraordinary services and costs of indemnifying the Trustee and the
Sponsor; and

- costs of actions taken to protect the Portfolio and other legal fees and
expenses;

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.

Amex receives a minimal annual fee from the Portfolio to cover its license to
the

10
<PAGE>

Sponsor of the use of the trademarks and trade names "Amex" and other trademarks
and trade names, and the Amex Holdings Index. "American Stock Exchange", "Amex"
and "Amex Institutional Index" are trademarks of the American Stock Exchange,
LLC, a subsidiary of the NASD, and have been licensed for use by Defined Asset
Funds-Registered Trademark-. The Fund is not sponsored, managed, sold or
promoted by the American Stock Exchange. The American Stock Exchange does not
guarantee the accuracy or completeness of the Amex Institutional Index.

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'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 or more 0.75%
</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 may affect the
composition of the portfolio.

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

11
<PAGE>
- 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 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 there is only one Sponsor and it fails to perform its duties or becomes
bankrupt the Trustee may:

- remove it and appoint a replacement Sponsor;

- liquidate the Portfolio; or

12
<PAGE>

- continue to act as Trustee without the Sponsor.

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

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, 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.

SPONSORS

The Sponsor is:

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

SELECTED DEALER

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.

DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048

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

The Underwriter receives sales charges when it sells units. The Sponsor also
realizes a profit or loss on deposit of the securities shown under Defined
Portfolio. Any cash made available by you to the Sponsor before the settlement
date for those units may be used in the Sponsors' 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 they
were 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 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.

13
<PAGE>

During the initial offering period, the Sponsor also may realize profits or
sustain losses on units they hold due to fluctuations in the price per unit. The
Sponsor experienced a loss of $228.50 on the initial 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 they buy units and the prices at which they resell or redeem 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.

<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 do 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 Sponsor have each adopted a code of ethics requiring pre-
clearance and 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 ont he 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 will be material to the Portfolio as a whole.

ADVERTISING AND SALES MATERIAL

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

14
<PAGE>
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.

Advertising and sales literature may contain cumulative past performance of the
hypothetical Strategy, either in dollars or average annualized returns (changes
in market prices with dividends reinvested at year ends) for various periods,
compared to the Standard & Poor's 500 Index, the S&P Industrial Index, the Dow
Jones Industrial Average and the Amex Institutional Index. Strategy figures
reflect deduction of Portfolio sales charges and estimated expenses. Sales
material may also illustrate hypothetical Strategy results of regular
accumulations and withdrawals of specified sums and discuss possible tax
savings.

While indexing attempts to mirror market trends, the Portfolio's screening
process selects stocks from a major index for a combination of value, capital
appreciation potential and current dividend income. Because of this disciplined
screening process, investors are relieved of making individual buy and sell
decisions.

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

TAXES

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

If you hold your units in a currently non-taxable account and elect to roll over
your investment in the Portfolio by June 12, 2001, you will recognize gain or
loss only with respect to your share of those securities that

15
<PAGE>

are not rolled over into the new portfolio. You will not recognize 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 which 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 your units 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
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 which were not rolled over. You should not increase your basis in your
units by deferred sales charges or 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 for securities distributed
to you will be the same as the portion of your basis in your units that is
attributable to the distributed securities.

EXPENSES

If you are an individual who itemizes deductions, you may deduct your share of
Portfolio expenses (including the applicable 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 at a rate of 30%
(or a lower applicable treaty rate) on your share of dividends received by the
Portfolio. You should

16
<PAGE>
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
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 Sponsors 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.

17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsor, Trustee and Holders of Equity Investor Fund, Select Series,
Institutional Holdings 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 May 10, 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 auditing standards generally accepted
in the United States of America. 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 May 10,
2000 in accordance with accounting principles generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
New York, NY
May 10, 2000

STATEMENT OF CONDITION AS OF MAY 10, 2000

TRUST PROPERTY

<TABLE>
<S> <C>
Investments--Contracts to purchase Securities(1)......... $ 340,165.63
--------------------
Total............................................ $ 340,165.63
====================
LIABILITY AND INTEREST OF HOLDERS
Reimbursement of Sponsors for organization
expenses(2)......................................... $ 377.96
--------------------
Subtotal 377.96
--------------------
Interest of Holders of 343,601 Units of fractional
undivided interest outstanding:(3)
Cost to investors(4)................................... $ 343,570.08
Gross underwriting commissions and organization
expenses(5)(2)....................................... (3,782.41)
--------------------
Subtotal 339,787.67
--------------------
Total............................................ $ 340,165.63
====================
</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 May 9,
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 $340,394.13 and deposited with the Trustee. The amount of the
letter of credit includes $340,165.63 for the purchase of securities.

(2) A portion of the Unit 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 $1.10 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 actual organization costs exceed the
estimated amount shown above, the Sponsor will pay 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 $999.91 per 1,000 Units offering price only for that
day. The Unit 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 May 9, 2000.

(5) Assumes the maximum initial sales charge per 1,000 units of 1.00% of
the Unit Price. A deferred sales charge of $1.50 per 1,000 Units is payable on
September 15, October 1, October 15, 2000 and the 1st day of each month
thereafter through May 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 Sponsors will be satisfied. If units are redeemed prior to May
15, 2001, the remaining portion of the distribution applicable to such units
will be transferred to such account on the redemption date.

18
<PAGE>
DEFINED ASSET FUNDS-R-

<TABLE>
<S> <C>
HAVE QUESTIONS ? EQUITY INVESTOR FUND
Request the most SELECT SERIES
recent free Information INSTITUTIONAL HOLDINGS PORTFOLIO
Supplement that gives more 2000 SERIES B
details about the Fund, (A Unit Investment Trust)
by calling: ---------------------------------------
The Bank of New York This Prospectus does not contain
1-800-221-7771 complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-33400) 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.
100403RR--5/00
</TABLE>

<PAGE>
PART II

Additional Information Not Included in the Prospectus

<TABLE>
<S> <C> <C>
A. The following information relating to the Depositor is incorporated by reference to the SEC filings
indicated and made a part of this Registration Statement.
</TABLE>

I. Bonding arrangements of the Depositor are incorporated by reference to Item
A of Part II to the Registration Statement on Form S-6 under the Securities Act
of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined
Asset Funds (Reg. No. 333-08241).

II. The date of organization of the Depositor is set forth in Item B of Part II
to the Registration Statement on Form S-6 under the Securities Act of 1933 for
Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds
(Reg. No. 333-08241) and is herein incorporated by reference thereto.

III. The Charter and By-Laws of the Depositor are incorporated herein by
reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form S-6
under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly
Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).

IV. Information as to Officers and Directors of the Depositor has been filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934 and is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement:

<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 8-7221
</TABLE>

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

B. The Internal Revenue Service Employer Identification Numbers of the
Sponsors and Trustee are as follows:

<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 13-5674085
The Bank of New York, Trustee............................... 13-4941102
</TABLE>

UNDERTAKING

The Sponsor undertakes that it will not make any amendment to the Supplement to
this Registration Statement which includes material changes without submitting
the amendment for Staff review prior to distribution.

II-1
<PAGE>
SERIES OF EQUITY INVESTOR FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
- ------------- -----------
<S> <C>
Select S&P Industrial Portfolio--1998 Series H.............. 33-64577
Select Series Institutional Holdings Portfolio Series B..... 333-81879
</TABLE>

CONTENTS OF REGISTRATION STATEMENT

The Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet of Form S-6.

The Prospectus.

Additional Information not included in the Prospectus (Part II).

The following exhibits:

<TABLE>
<S> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit
1.1 to the Registration Statement of Equity Income Fund, Select
S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
33-05683.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to
Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
Registration Statement of Equity Participation Series, Low Five
Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference
to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
Registration of Equity Participation Series Low Five Portfolio,
Defined Asset Funds, 1933 Act File No. 333-05685).
3.1 -- Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the heading 'How the Fund Works--Legal Opinion' in the
Prospectus.
5.1 -- Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Equity Investor Fund, Select
Ten Portfolio 1999 International Series A (United Kingdom Port-
folio), 1933 Act File No. 33-70593).
</TABLE>

R-1
<PAGE>
SIGNATURES

The registrant hereby identifies the series numbers of Equity Investor Fund
listed on page R-1 for the purposes of the representations required by Rule 487
and represents the following:

1) That the portfolio securities deposited in the series as to 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 information for, the
series with respect to 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 HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 10 DAY OF MAY,
2000.

SIGNATURES APPEAR ON PAGE R-3.

A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 333-70593
</TABLE>

GEORGE A. SCHIEREN
JOHN L. STEFFENS

By
JAY M. FIFE
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)

R-3

<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000

May 10, 2000

Equity Investor Fund
Select Series

Institutional Holdings Portfolio 2000 Series B

Defined Asset Funds

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Defined Asset Funds
P.O. Box 9051
Princeton, NJ 08543-9051

Dear Sirs:

We have acted as special counsel for you, as sponsor (the "Sponsor") of
Equity Investor Fund, Select Series, Institutional Holdings Portfolio 2000
Series B, Defined Asset Funds (the "Fund"), in connection with the issuance of
units of fractional undivided interest in the Fund (the "Units") in accordance
with the Trust Indenture relating to the Fund (the "Indenture").

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsor and (ii) the Units, when duly issued and delivered by
the Sponsor and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading "How the Fund Works--Legal Opinion'.

Very truly yours,

DAVIS POLK & WARDWELL

<PAGE>
EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsor and Trustee of Equity Investor Fund, Select Series, Institutional
Holdings Portfolio 2000 Series B,
Defined Asset Funds:

We consent to the use in this Registration Statement No. 333-33400 of our report
dated May 10, 2000, relating to the Statement of Condition of Equity Investor
Fund, Select Series, Institutional Holdings Portfolio 2000 Series B, Defined
Asset Funds and to the reference to us under the heading "How The Fund
Works--Auditors" in the Prospectus which is a part of this Registration
Statement.

DELOITTE & TOUCHE LLP
New York, NY
May 10, 2000