FT 465, 487, 2000-09-21

FT 465
487, 2000-09-21

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Registration No. 333-45630
1940 Act No. 811-05903

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:

FT 465

B. Name of depositor:

NIKE SECURITIES L.P.

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

1001 Warrenville Road
Lisle, Illinois 60532

D. Name and complete address of agents for service:

Copy to:
JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603

E. Title of Securities Being Registered:

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

F. Approximate date of proposed sale to public:

As soon as practicable after the effective date of the
Registration Statement.

|XXX|Check box if it is proposed that this filing will become
effective on September 21, 2000 at 2:00 p.m. pursuant to Rule 487.

________________________________

LIFE SCIENCES SELECT PORTFOLIO, SERIES 2
LIFE SCIENCES PORTFOLIO, SERIES 2

FT 465

FT 465 is a series of a unit investment trust, the FT Series. FT 465
consists of two separate portfolios listed above (each, a "Trust," and
collectively, the "Trusts"). Each Trust invests in a diversified
portfolio of common stocks ("Securities") issued by healthcare
companies. The objective of each Trust is to provide above-average
capital appreciation. Life Sciences Select Portfolio, Series 2 has an
expected maturity of approximately 18 months. Life Sciences Portfolio,
Series 2 has an expected maturity of approximately five years.

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

First Trust (registered trademark)

1-800-621-9533

The date of this prospectus is September 21, 2000

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 6
Statements of Net Assets 7
Schedules of Investments 8
The FT Series 11
Portfolios 12
Risk Factors 13
Portfolio Securities Descriptions 13
Public Offering 15
Distribution of Units 18
The Sponsor's Profits 19
The Secondary Market 19
How We Purchase Units 19
Expenses and Charges 20
Tax Status 21
Retirement Plans 22
Rights of Unit Holders 22
Income and Capital Distributions 23
Redeeming Your Units 23
Removing Securities from a Trust 25
Amending or Terminating the Indenture 25
Information on the Sponsor, Trustee and Evaluator 26
Other Information 27

Page 2

Summary of Essential Information

FT 465

At the Opening of Business on the
Initial Date of Deposit-September 21, 2000

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

<TABLE>
<CAPTION>
Life Sciences
Select Portfolio
Series 2
__________
<S> <C>
Initial Number of Units (1) 15,232
Fractional Undivided Interest in the Trust per Unit (1) 1/15,232
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900
Maximum Sales Charge of 3.25% of the Public Offering Price per Unit
(3.283% of the net amount invested, exclusive of the deferred sales charge) (3) $ .325

Less Deferred Sales Charge per Unit $ (.225)
Public Offering Price per Unit (4) $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.675
Redemption Price per Unit (based on aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.675
Cash CUSIP Number 30265V 223
Reinvestment CUSIP Number 30265V 231
Fee Accounts Cash CUSIP Number 30265V 249
Fee Accounts Reinvestment CUSIP Number 30265V 256
Security Code 59626
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date September 26, 2000
Mandatory Termination Date (6) March 21, 2002
Income Distribution Record Date Fifteenth day of each June and December, commencing December 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing December 31, 2000.

_____________

<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>
</TABLE>

Page 3

Summary of Essential Information

FT 465

At the Opening of Business on the Initial Date of Deposit-
September 21, 2000

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

<TABLE>
<CAPTION>
Life Sciences
Portfolio
Series 2
___________
<S> <C>
Initial Number of Units (1) 15,232
Fractional Undivided Interest in the Trust per Unit (1) 1/15,232
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 9.900
Maximum Sales Charge of 4.40% of the Public Offering Price per Unit
(4.444% of the net amount invested, exclusive of the deferred sales charge) (3) $ .440
Less Deferred Sales Charge per Unit $ (.340)
Public Offering Price per Unit (4) $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 9.560
Redemption Price per Unit (based on aggregate underlying value of Securities
less deferred sales charge) (5) $ 9.560
Cash CUSIP Number 30265V 264
Reinvestment CUSIP Number 30265V 272
Fee Accounts Cash CUSIP Number 30265V 280
Fee Accounts Reinvestment CUSIP Number 30265V 298
Security Code 59622
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date September 26, 2000
Mandatory Termination Date (6) September 15, 2005
Income Distribution Record Date Fifteenth day of each June and December, commencing December 15, 2000.
Income Distribution Date (7) Last day of each June and December, commencing December 31, 2000.

_____________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

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

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

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering."

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date a pro rata share of any accumulated
dividends on the Securities will be included.

(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period, the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organization costs per Unit set forth under "Fee Table." After
such date, the Sponsor's Repurchase Price and Redemption Price per Unit
will not include such estimated organization costs. See "Redeeming Your
Units."

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

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

Page 4

Fee Table

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although the Select Portfolio
Series has a term of approximately 18 months, the Portfolio Series has a
term of approximately five years, and each is a unit investment trust
rather than a mutual fund, this information allows you to compare fees.

<TABLE>
<CAPTION>
Life Sciences Life Sciences
Select Portfolio Portfolio
Series 2 Series 2
____________________ ____________________
Amount Amount
per Unit per Unit
______ ______
<S> <C> <C> <C> <C>
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Maximum sales charge 3.25% $.325 4.40% $.440
======= ======= ======= =======
Initial sales charge (paid at time of purchase) 1.00%(a) $.100 1.00%(a) $.100
Deferred sales charge (paid in installments or at redemption) 2.25%(b) .225 3.40%(b) .340

Organization Costs
(as a percentage of public offering price)
Estimated organization costs .260%(c) $.0260 .225%(c) $.0225
======= ======= ======= =======
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees .081% $.0080 .100% $.0098
Creation and development fee .350%(e) .0347 .350%(e) .0343
Trustee's fee and other operating expenses .119%(f) .0118 .153%(f) .0150
______ ______ ______ ______
Total .550% $.0545 .603% $.0591
======= ======= ======= =======
</TABLE>

Example

This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a Trust for the periods shown
and sell your Units at the end of those periods. The example also
assumes a 5% return on your investment each year and that a Trust's
operating expenses stay the same. Although your actual costs may vary,
based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 18 Months(g) 3 Years 5 Years
______ __________ _______ _______
<S> <C> <C> <C> <C>
Life Sciences Select Portfolio, Series 2 $406 $434 $ - $ -
Life Sciences Portfolio, Series 2 523 N.A. 646 780

The example will not differ if you hold rather than sell your Units at
the end of each period.

_____________

<FN>
(a) The initial sales charge is equal to the difference between the
maximum sales charge (3.25% for the Select Portfolio Series and 4.40%
for the Portfolio Series) and any remaining deferred sales charge.

(b) The deferred sales charge is a fixed dollar amount equal to $.225
per Unit for the Select Portfolio Series and $.340 per Unit for the
Portfolio Series which, as a percentage of the Public Offering Price,
will vary over time. The deferred sales charge will be deducted in five
monthly installments commencing April 20, 2001.

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

(d) With the exception of the creation and development fee, each of the
fees listed herein is assessed on a fixed dollar amount per Unit basis
which, as a percentage of average net assets, will vary over time.

(e) The creation and development fee compensates the Sponsor for creating
and developing the Trusts. During the life of the Trusts, this fee is
accrued daily based on each Trust's net asset value at the annual rate
of .35%. Each Trust pays the amount of any accrued creation and
development fee to the Sponsor monthly from such Trust's assets. In
connection with the creation and development fee, in no event will the
Sponsor collect over the life of a Trust more than 1.00% for the Select
Portfolio Series or more than 2.85% for the Portfolio Series of a Unit
holder's initial investment.

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

(g) For the Select Portfolio Series, the example represents the estimated
costs incurred through the Trust's approximate 18-month life.
</FN>
</TABLE>

Page 5

Report of Independent Auditors

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

FT 465

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 465, comprised of the Life Sciences
Select Portfolio, Series 2 and Life Sciences Portfolio, Series 2 as of
the opening of business on September 21, 2000. These statements of net
assets are the responsibility of the Trusts' Sponsor. Our responsibility
is to express an opinion on these statements of net assets based on our
audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statements of net assets are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statements of net assets. Our procedures included
confirmation of the letter of credit allocated among the Trusts on
September 21, 2000. An audit also includes assessing the accounting
principles used and significant estimates made by the Sponsor, as well
as evaluating the overall presentation of the statements of net assets.
We believe that our audit of the statements of net assets provides a
reasonable basis for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 465,
comprised of the Life Sciences Select Portfolio, Series 2 and Life
Sciences Portfolio, Series 2 at the opening of business on September 21,
2000 in conformity with accounting principles generally accepted in the
United States.

ERNST & YOUNG LLP

Chicago, Illinois
September 21, 2000

Page 6

Statements of Net Assets

FT 465

At the Opening of Business on the
Initial Date of Deposit-September 21, 2000

<TABLE>
<CAPTION>
Life Life
Sciences Sciences
Select Portfolio Portfolio
Series 2 Series 2
__________ _________
<S> <C> <C>
NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $150,794 $150,794
Less liability for reimbursement to Sponsor for organization costs (3) (396) (343)
Less liability for deferred sales charge (4) (3,427) (5,179)
________ ________
Net assets $146,971 $145,272
======== ========
Units outstanding 15,232 15,232

ANALYSIS OF NET ASSETS
Cost to investors (5) $152,317 $152,317
Less maximum sales charge (5) (4,950) (6,702)
Less estimated reimbursement to Sponsor for organization costs (3) (396) (343)
________ ________
Net assets $146,971 $145,272
======== ========

______________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

(1) Aggregate cost of the Securities listed under "Schedule of
Investments" for each Trust is based on their aggregate underlying value.

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $400,000 will be allocated between the two Trusts in FT 465,
has been deposited with the Trustee as collateral, covering the monies
necessary for the purchase of the Securities according to their purchase
contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0260 per
Unit for the Select Portfolio Series and $.0225 per Unit for the
Portfolio Series. A payment will be made at the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period to an account maintained by the Trustee from which the obligation
of the investors to the Sponsor will be satisfied. To the extent that
actual organization costs of a Trust are greater than the estimated
amount, only the estimated organization costs added to the Public
Offering Price will be reimbursed to the Sponsor and deducted from the
assets of such Trust.

(4) Represents the amount of mandatory deferred sales charge
distributions of $.225 per Unit for the Select Portfolio Series, or
$.340 per Unit for the Portfolio Series, payable to us in five equal
monthly installments beginning on April 20, 2001 and on the twentieth
day of each month thereafter (or if such date is not a business day, on
the preceding business day) through August 20, 2001. If you redeem your
Units before August 20, 2001 you will have to pay the remaining amount
of the deferred sales charge applicable to such Units when you redeem
them.

(5) The aggregate cost to investors includes a maximum sales charge
(comprised of an initial sales charge and a deferred sales charge)
computed at the rate of 3.25% of the Public Offering Price per Unit for
the Select Portfolio Series (equivalent to 3.283% of the net amount
invested, exclusive of the deferred sales charge) or 4.40% of the Public
Offering Price per Unit for the Portfolio Series (equivalent to 4.444%
of the net amount invested, exclusive of the deferred sales charge),
assuming no reduction of sales charge as set forth under "Public
Offering."
</FN>
</TABLE>

Page 7

Schedule of Investments

Life Sciences Select Portfolio, Series 2
FT 465

At the Opening of Business on the
Initial Date of Deposit-September 21, 2000

<TABLE>
<CAPTION>
Percentage Market Cost of
Number Ticker Symbol and of Aggregate Value per Securities to
of Shares Name of Issuer of Securities (1) Offering Price Share the Trust (2)
_________ _____________________________________ _________ ______ _____________
<S> <C> <C> <C> <C>
Biotechnology
____________
73 AMGN Amgen Inc. 3.35% $ 69.125 $ 5,046
84 BGEN Biogen, Inc. 3.34% 59.875 5,030
82 CORR COR Therapeutics, Inc. 3.30% 60.641 4,973
54 CRA Celera Genomics 3.30% 92.250 4,982
114 CHIR Chiron Corporation 3.34% 44.125 5,030
74 ENZN Enzon, Inc. 3.39% 69.125 5,115
79 GENZ Genzyme Corporation (General Division) 3.31% 63.125 4,987
32 HGSI Human Genome Sciences, Inc. 3.41% 160.875 5,148
34 IDPH IDEC Pharmaceuticals Corporation 3.45% 153.188 5,208
112 IMNX Immunex Corporation 3.39% 45.625 5,110
67 MEDI MedImmune, Inc. 3.37% 75.813 5,079
44 PDLI Protein Design Labs, Inc. 3.42% 117.063 5,151

Medical Products
________________
154 ARTC ArthroCare Corporation 3.40% 33.313 5,130
163 BMET Biomet, Inc. 3.31% 30.609 4,989
138 CYTC Cytyc Corporation 3.39% 37.000 5,106
79 GDT Guidant Corporation 3.31% 63.250 4,997
54 JNJ Johnson & Johnson 3.26% 91.063 4,917
105 MDT Medtronic, Inc. 3.31% 47.500 4,988
66 MNMD MiniMed Inc. 3.37% 77.063 5,086
147 RMD ResMed Inc. 3.31% 34.000 4,998
123 SYK Stryker Corporation 3.29% 40.313 4,959
52 TECH Techne Corporation 3.29% 95.250 4,953

Pharmaceuticals
________________
89 BMY Bristol-Myers Squibb Company 3.29% 55.813 4,967
102 INHL Inhale Therapeutic Systems, Inc. 3.24% 47.938 4,890
65 LLY Eli Lilly and Company 3.33% 77.250 5,021
74 MRK Merck & Co., Inc. 3.33% 67.875 5,023
122 PFE Pfizer Inc. 3.31% 40.938 4,994
132 PCOP Pharmacopeia, Inc. 3.25% 37.125 4,901
71 QLTI QLT Inc. (3) 3.31% 70.313 4,992
115 SGP Schering-Plough Corporation 3.33% 43.688 5,024
______ ________
Total Investments 100% $150,794
====== ========

_____________

<FN>
See "Notes to Schedules of Investments" on page 10.
</FN>
</TABLE>

Page 8

Schedule of Investments

Life Sciences Portfolio, Series 2
FT 465

At the Opening of Business on the
Initial Date of Deposit-September 21, 2000

_____________

<FN>
See "Notes to Schedules of Investments" on page 10.

Page 9

NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on September 20, 2000. The Select Portfolio Series has a
Mandatory Termination Date of March 21, 2002. The Portfolio Series has a
Mandatory Termination Date of September 15, 2005.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired (generally
determined by the closing sale prices of the listed Securities and the
ask prices of the over-the-counter traded Securities at the Evaluation
Time on the business day preceding the Initial Date of Deposit). The
valuation of the Securities has been determined by the Evaluator, an
affiliate of ours. The cost of the Securities to us and our loss (which
is the difference between the cost of the Securities to us and the cost
of the Securities to a Trust) are set forth below:

Cost of Profit
Securities (Loss)
to Sponsor
_________ _______
Life Sciences Select Portfolio, Series 2 $150,829 $(35)
Life Sciences Portfolio, Series 2 150,829 (35)

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

Page 10

The FT Series

The FT Series Defined.

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

- Life Sciences Select Portfolio, Series 2

- Life Sciences Portfolio, Series 2

Each Trust was created under the laws of the State of New York by a
Trust Agreement (the "Indenture") dated the Initial Date of Deposit.
This agreement, entered into among Nike Securities L.P., as Sponsor, The
Chase Manhattan Bank as Trustee and First Trust Advisors L.P. as
Portfolio Supervisor and Evaluator, governs the operation of the Trusts.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.

How We Created the Trusts.

On the Initial Date of Deposit, we deposited portfolios of common stocks
with the Trustee and in turn, the Trustee delivered documents to us
representing our ownership of the Trusts in the form of units ("Units").

After the Initial Date of Deposit, we may deposit additional Securities
in the Trusts, or cash (including a letter of credit) with instructions
to buy more Securities to create new Units for sale. If we create
additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit (as set forth in "Schedule of Investments"
for each Trust), and not the percentage relationship existing on the day
we are creating new Units, since the two may differ. This difference may
be due to the sale, redemption or liquidation of any of the Securities.

Since the prices of the Securities will fluctuate daily, the ratio of
Securities in the Trusts, on a market value basis, will also change
daily. The portion of Securities represented by each Unit will not
change as a result of the deposit of additional Securities or cash in a
Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trusts pay the associated brokerage fees. To
reduce this dilution, the Trusts will try to buy the Securities as close
to the Evaluation Time and as close to the evaluation price as possible.
In addition, because the Trusts pay the brokerage fees associated with
the creation of new Units and with the sale of Securities to meet
redemption and exchange requests, frequent redemption and exchange
activity will likely result in higher brokerage expenses.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may retain and pay us (or our affiliate) to act as agent for the
Trusts to buy Securities. If we or an affiliate of ours act as agent to
the Trusts, we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

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

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

Page 11

Portfolios

Objectives.

The objective of each Trust is to provide investors with the potential
for above-average capital appreciation through an investment in a
diversified portfolio of common stocks of companies in the sector or
investment focus for which the Trust is named. A diversified portfolio
helps to offset the risks normally associated with such an investment,
although it does not eliminate them entirely. The companies selected for
the Trusts have been researched and evaluated using database screening
techniques, fundamental analysis, and the judgment of the Sponsor's
research analysts. The Select Portfolio Series has an expected maturity
of approximately 18 months whereas the Portfolio Series has an expected
maturity of approximately five years.

Life Sciences Select Portfolio, Series 2 and Life Sciences Portfolio,
Series 2 each consist of a portfolio of common stocks of companies in
the healthcare industry. Healthcare currently represents the single
largest sector within the U.S. economy. In 1999, expenditures for the
entire industry were approximately $1.2 trillion and the Health Care
Financing Administration predicts this total will top $2 trillion by 2008.

The healthcare industry has been responsible for several discoveries
that have led to new drugs and products designed to better serve the
ever-growing and aging population. These discoveries have improved the
quality of life, and also the life expectancy of millions. More recent
research relating to areas such as genomics, are providing avenues of
growth never before imagined. Debilitating diseases, previously
untreatable, are now often manageable or even curable.

Medical Products & Supplies. According to the American Hospital
Association (AHA), over half of all surgeries performed in U.S.
community hospitals are done on an outpatient basis. Technological
advances made to medical devices have helped fuel this trend. New
devices have been developed that are less invasive, often eliminating
the need for extensive inpatient surgery. We believe that further
advances may also serve to keep costs down and create demand for medical
products, devices and supplies.

Pharmaceuticals. U.S. pharmaceutical companies sold an estimated $134
billion of prescription drugs in 1999, up from approximately $125
billion in 1998. Managed care providers, especially HMOs, encourage the
use of pharmaceuticals because they are regarded as a relatively
inexpensive form of treatment and are less invasive.

Biotechnology. We believe the essence of biotechnology lies in R&D.
Since the first biotech breakthrough in 1982, involving genetically
engineered human insulin, nearly 100 products have come to market.
Recent advances in computer science technology have the potential to
expedite the process of moving medicines through the pipeline.

Consider the following factors:

- U.S. citizens who are 65 and older represent around 15% of the
nation's total population, but account for approximately one-third of
total healthcare costs [Standard & Poor's Industry Survey]. In light of
the aging baby boomer population, we believe demand for healthcare
products has the potential to remain strong in coming years.

- U.S. medical equipment manufacturers generate approximately half of
their revenues outside of the United States. As a result, many companies
have begun to relocate production and R&D facilities overseas in order
to reduce costs and better serve foreign markets [Standard & Poor's
Industry Survey].

- Mergers, acquisitions and partnerships are viewed as an effective
means of achieving growth in the healthcare industry in light of high
research and development costs.

- A faster FDA approval process coupled with an increase in the length
of patent protection, from 17 to 20 years, are two positive changes
instituted to help pharmaceutical and biotechnology companies grow their
businesses.

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

Page 12

Risk Factors

Price Volatility. The Trusts invest in common stocks. The value of a
Trust's Units will fluctuate with changes in the value of these common
stocks. Common stock prices fluctuate for several reasons including
changes in investors' perceptions of the financial condition of an
issuer or the general condition of the relevant stock market, or when
political or economic events affecting the issuers occur. In addition,
common stock prices may be particularly sensitive to rising interest
rates, as the cost of capital rises and borrowing costs increase.

Because the Trusts are not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of any Trust will be positive over any period of time,
especially the relatively short 18-month life of the Select Portfolio
Series, or that you won't lose money. Units of the Trusts are not
deposits of any bank and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.

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

Healthcare Industry. Because more than 25% of the Life Sciences
Portfolios are invested in healthcare companies involved in medical
supplies, drugs, biotech, managed care and services management, these
Trusts are considered to be concentrated in the healthcare industry. A
portfolio concentrated in a single industry may present more risks than
a portfolio broadly diversified over several industries. General risks
of such companies involve extensive competition, generic drug sales or
the loss of patent protection, product liability litigation and
increased government regulation. Research and development costs of
bringing new drugs to market are substantial, and there is no guarantee
that the product will ever come to market. Healthcare facility operators
may be affected by the demand for services, efforts by government or
insurers to limit rates, restriction of government financial assistance
and competition from other providers.

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

Foreign Stocks. One of the Securities in the Trusts is issued by a
foreign company, which makes the Trusts subject to more risks than if
they invested solely in domestic common stocks. This Security is
directly listed on a U.S. securities exchange. Risks of foreign common
stocks include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; and lack of liquidity of certain
foreign markets.

Portfolio Securities Descriptions

Biotechnology
_____________

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

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

COR Therapeutics, Inc., headquartered in South San Francisco,
California, focuses on the development of novel pharmaceutical products
for the treatment and prevention of severe cardiovascular diseases. The
company focuses on the discovery, development and commercialization of
pharmaceutical products to prevent and treat severe cardiovascular
diseases, including arterial thrombosis, a blockage occurring in an

Page 13

artery; venous thrombosis, a thrombus occurring in a vein; and
restenosis, a renarrowing of the arteries.

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

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

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

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

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

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

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

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

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

Medical Products
________________

ArthroCare Corporation, headquartered in Sunnyvale, California, designs,
develops, makes and markets medical devices for use in arthroscopic and
orthopedic procedures. The company's "Coblation"-based tools are
designed to allow surgeons to operate on soft tissue with a high degree
of precision and accuracy, and with minimal damage to surrounding tissues.

Biomet, Inc., headquartered in Warsaw, Indiana, and its subsidiaries,
make and sell reconstructive and trauma devices, electrical bone growth
stimulators, orthopedic support devices, operating room supplies,
powered surgical instruments, general surgical instruments, arthroscopy
products and craniomaxillofacial products. The company's products are
used primarily by orthopedic medical specialists in both surgical and
non-surgical therapy.

Cytyc Corporation, headquartered in Boxborough, Massachusetts, designs,
develops, makes and sells the "ThinPrep" sample preparation system for
the automated preparation of microscope slides of cervical cell
specimens for use in cervical cancer screening, as well as for the
preparation of non-gynecological cell specimens.

Guidant Corporation, headquartered in Indianapolis, Indiana, is a
leading provider of medical devices for use in cardiac rhythm
management, vascular intervention and other forms of minimally invasive
surgery; and implantable pacemaker systems used in the treatment of slow
or irregular arrhythmias. The company develops and markets a broad range
of products used to treat cardiovascular and vascular disease.

Johnson & Johnson, headquartered in New Brunswick, New Jersey, makes and
sells pharmaceuticals, personal healthcare products, medical and
surgical equipment, and contact lenses.

Page 14

Medtronic, Inc., headquartered in Minneapolis, Minnesota, makes and
sells implantable cardiac pacemakers, implantable and external
defibrillators, heart valves, and other vascular, cardiac and
neurological products.

MiniMed Inc., headquartered in Sylmar, California, develops, makes and
markets medical devices for drug delivery and monitoring patients with
diabetes and other medical conditions. The company's goal is to create a
true artificial pancreas and supports an extensive research and
development program and is developing an implantable insulin pump as
well as a continuous glucose sensor.

ResMed Inc., headquartered in San Diego, California, makes and
distributes medical equipment for the treatment of sleep disordered
breathing related respiratory conditions. The company sells a
comprehensive range of treatment and diagnostic devices.

Stryker Corporation, headquartered in Kalamazoo, Michigan, develops,
makes and markets specialty surgical and medical products, including
orthopedic implants, powered surgical instruments, endoscopic systems
and patient care and handling equipment for the global market; and
provides physical therapy services in the United States.

Techne Corporation, headquartered in Minneapolis, Minnesota, develops
and makes biotechnology products and hematology calibrators and controls.

Pharmaceuticals
_______________

Bristol-Myers Squibb Company, headquartered in New York, New York,
through divisions and subsidiaries, produces and distributes
pharmaceutical and non-prescription health products, toiletries and
beauty aids, and medical devices.

Inhale Therapeutic Systems, Inc., headquartered in San Carlos,
California, researches and develops a non-invasive pulmonary drug
delivery system applicable to peptides, proteins and other
macromolecules currently delivered by injection.

Eli Lilly and Company, headquartered in Indianapolis, Indiana, with
subsidiaries, develops, makes and markets pharmaceutical and animal
health products sold in countries around the world. The company also
provides healthcare management services in the United States.

Merck & Co., Inc., Inc., headquartered in Whitehouse Station, New
Jersey, is a leading pharmaceutical concern that discovers, develops,
makes and markets a broad range of human and animal health products and
services. The company also administers managed prescription drug programs.

Pfizer Inc., headquartered in New York, New York, produces and
distributes anti-infectives, anti-inflammatory agents, cardiovascular
agents, antifungal drugs, central nervous system agents, orthopedic
implants, food science products, animal health products, toiletries,
baby care products, dental rinse and other proprietary health items.

Pharmacopeia, Inc., headquartered in Princeton, New Jersey, is focused
on the screening of large libraries of chemicals for new drug discovery.
The company's drug discovery approach is based on a technology called
Encoded Combinational Library on Polymeric Support, which accelerates
the pace of drug discovery for pharmaceutical and biotechnology customers.

QLT Inc., headquartered in Vancouver, British Columbia, Canada, develops
and commercializes proprietary pharmaceutical products for photodynamic
therapy, which uses light-activated drugs for the treatment of cancer,
diseases of the eye and other medical conditions.

Schering-Plough Corporation, headquartered in Madison, New Jersey,
develops, makes and markets pharmaceutical and healthcare products
worldwide. Products include prescription drugs, animal health products
and over-the-counter foot care and sun care products.

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

Public Offering

The Public Offering Price.

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

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

- The total sales charge (which combines an initial upfront sales charge
and a deferred sales charge).

The price you pay for your Units will differ from the amount stated

Page 15

under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.

Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of
the Securities Exchange Act of 1934.

Organization Costs. Securities purchased with the portion of the Public
Offering Price intended to be used to reimburse the Sponsor for a
Trust's organization costs (including costs of preparing the
registration statement, the Indenture and other closing documents,
registering Units with the Securities and Exchange Commission ("SEC")
and states, the initial audit of each Trust portfolio, legal fees and
the initial fees and expenses of the Trustee) will be purchased in the
same proportionate relationship as all the Securities contained in a
Trust. Securities will be sold to reimburse the Sponsor for a Trust's
organization costs at the earlier of six months after the Initial Date
of Deposit or the end of the initial offering period (a significantly
shorter time period than the life of the Trusts). During the period
ending with the earlier of six months after the Initial Date of Deposit
or the end of the initial offering period, there may be a decrease in
the value of the Securities. To the extent the proceeds from the sale of
these Securities are insufficient to repay the Sponsor for Trust
organization costs, the Trustee will sell additional Securities to allow
a Trust to fully reimburse the Sponsor. In that event, the net asset
value per Unit of a Trust will be reduced by the amount of additional
Securities sold. Although the dollar amount of the reimbursement due to
the Sponsor will remain fixed and will never exceed the per Unit amount
set forth for a Trust in "Notes to Statements of Net Assets," this will
result in a greater effective cost per Unit to Unit holders for the
reimbursement to the Sponsor. To the extent actual organization costs
are less than the estimated amount, only the actual organization costs
will be deducted from the assets of a Trust. When Securities are sold to
reimburse the Sponsor for organization costs, the Trustee will sell
Securities, to the extent practicable, which will maintain the same
proportionate relationship among the Securities contained in a Trust as
existed prior to such sale.

Minimum Purchase.

The minimum amount you can purchase of a Trust is $1,000 worth of Units
($500 if you are purchasing Units for your Individual Retirement Account
or any other qualified retirement plan).

Sales Charges.

The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is equal to the difference between the maximum sales charge
(3.25% of the Public Offering Price for the Select Portfolio Series and
4.40% of the Public Offering Price for the Portfolio Series) and the
maximum remaining deferred sales charge (initially equal to $.225 per
Unit for the Select Portfolio Series and $.340 per Unit for the
Portfolio Series). This initial sales charge is initially equal to
approximately 1.00% of the Public Offering Price of a Unit, but will
vary from 1.00% depending on the purchase price of your Units and as
deferred sales charge payments are made. When the Public Offering Price
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of
the Public Offering Price.

Monthly Deferred Sales Charge. In addition, five monthly deferred sales
charge payments of $.045 per Unit for the Select Portfolio Series or
$.068 per Unit for the Portfolio Series will be deducted from a Trust's
assets on approximately the twentieth day of each month from April 20,
2001 through August 20, 2001. If you buy Units at a price of less than
$10.00 per Unit, the dollar amount of the deferred sales charge will not
change, but the deferred sales charge on a percentage basis will be more
than 2.25% of the Public Offering Price for the Select Portfolio Series
or more than 3.4% of the Public Offering Price for the Portfolio Series.

If you purchase Units after the last deferred sales charge payment has
been assessed, your sales charge will consist of a one-time initial
sales charge of 3.25% of the Public Offering Price per Unit (equivalent
to 3.359% of the net amount invested) for the Select Portfolio Series
and 4.40% of the Public Offering Price per Unit (equivalent to 4.603% of
the net amount invested) for the Portfolio Series. For the Portfolio

Page 16

Series, the sales charge will be reduced by 1/2 of 1% on each subsequent
September 30, commencing September 30, 2001, to a minimum sales charge
of 3.00%.

Discounts for Certain Persons.

If you invest at least $50,000 (except if you are purchasing for "Fee
Accounts" as described below), the maximum sales charge is reduced as
follows for the Select Portfolio Series:

Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 3.00%
$100 but less than $150 2.75%
$150 but less than $500 2.40%
$500 but less than $1,000 2.25%
$1,000 or more 1.50%

For the Portfolio Series:

Your maximum
If you invest sales charge
(in thousands):* will be:
_________________ ____________
$50 but less than $100 4.15%
$100 but less than $250 3.90%
$250 but less than $500 3.40%

$500 but less than $1,000 2.40%
$1,000 or more 1.50%

* Breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be
applied on whichever basis is more favorable to the investor. The
breakpoints will be adjusted to take into consideration purchase orders
stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from any one dealer. To
help you reach the above levels, you can combine the Units you purchase
of the Trusts in this prospectus with any other same day purchases of
other trusts for which we are Principal Underwriter and are currently in
the initial offering period. In addition, we will also consider Units
you purchase in the name of your spouse or child under 21 years of age
to be purchases by you. The reduced sales charges will also apply to a
trustee or other fiduciary purchasing Units for a single trust estate or
single fiduciary account. You must inform your dealer of any combined
purchases before the sale in order to be eligible for the reduced sales
charge. Broker/dealers will receive a concession of 1.00% of the Public
Offering Price on Portfolio Series' Units sold subject to the sales
charge reduction for purchases of $1 million or more. In all other
instances, any reduced sales charge is the responsibility of the party
making the sale.

You may use redemption or termination proceeds from any unit investment
trust we sponsor to purchase Units of the Trusts during the initial
offering period at the Public Offering Price less 1.00%. Please note
that any deferred sales charge remaining on units you redeem to buy
Units of the Trusts will be deducted from those redemption proceeds.

Investors purchasing Units through registered broker/dealers who charge
periodic fees in lieu of commissions or who charge for financial
planning, investment advisory or asset management services or provide
these or comparable services as part of an investment account where a
comprehensive "wrap fee" or similar charge is imposed ("Fee Accounts")
will not be assessed the initial or deferred sales charge described in
this section on the purchase of Units. We reserve the right to limit or
deny purchases of Units not subject to the initial or deferred sales
charge by investors whose frequent trading activity we determine to be
detrimental to the Trusts.

Employees, officers and directors (and immediate family members) of the
Sponsor, our related companies, dealers and their affiliates, and
vendors providing services to us may purchase Units at the Public
Offering Price less the applicable dealer concession. Immediate family
members include spouses, children, grandchildren, parents, grandparents,
siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law,
brothers-in-law and sisters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons.

You will be charged the deferred sales charge per Unit regardless of any
discounts. However, if you are eligible to receive a discount such that
the maximum sales charge you must pay is less than the applicable
maximum deferred sales charge, including Fee Accounts Units, you will be
credited the difference between your maximum sales charge and the
maximum deferred sales charge at the time you buy your Units. If you

Page 17

elect to have distributions reinvested into additional Units of your
Trust, in addition to the reinvestment Units you receive you will also
be credited additional Units with a dollar value at the time of
reinvestment sufficient to cover the amount of any remaining deferred
sales charge to be collected on such reinvestment Units. The dollar
value of these additional credited Units (as with all Units) will
fluctuate over time, and may be less on the dates deferred sales charges
are collected than their value at the time they were issued.

The Value of the Securities.

The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this
valuation. This Public Offering Price will be effective for all orders
received before the Evaluation Time on each such day. If we or the
Trustee receive orders for purchases, sales or redemptions after that
time, or on a day which is not a business day, they will be held until
the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.

The aggregate underlying value of the Securities in a Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, their value will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate as
a basis for valuation). If current ask prices are unavailable, the
valuation is generally determined:

a) On the basis of current ask prices for comparable securities;

b) By appraising the value of the Securities on the ask side of the
market; or

c) By any combination of the above.

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary.

Distribution of Units

We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

Dealer Concessions.

For the Select Portfolio Series, dealers and other selling agents can
purchase Units at prices which reflect a concession or agency commission
of 2.75% of the Public Offering Price per Unit. However, for Units
subject to a sales charge which are purchased using redemption or
termination proceeds, this amount will be reduced to 1.75% of the sales
price of these Units.

For the Portfolio Series, dealers and other selling agents can purchase
Units at prices which reflect a concession or agency commission of 3.2%
of the Public Offering Price per Unit (or 65% of the maximum sales
charge after September 30, 2001). However, for Units subject to a sales
charge which are purchased using redemption or termination proceeds,
this amount will be reduced to 2.20% of the sales price of these Units.
Dealers and other selling agents will receive an additional volume
concession or agency commission on all Portfolio Series Units they sell
equal to .30% of the Public Offering Price if they purchase at least
$100,000 worth of Units of the Trust on the Initial Date of Deposit or
$250,000 on any day thereafter or if they were eligible to receive a
similar concession in connection with sales of similarly structured
trusts sponsored by us which are currently in the initial offering period.

Dealers and other selling agents who sell Units of a Trust during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:

Total Sales per Trust Additional
(in millions): Concession:
_________________ ___________
$1 but less than $10 .20%
$10 or more .30%

Dealers and other selling agents can combine Units of a Select Portfolio
Series and its related Portfolio Series they sell for purposes of

Page 18

reaching the additional concessions levels set forth in the above table.
In addition, dealers and other selling agents will not receive a
concession on the sale of Units which are not subject to the initial or
deferred sales charge, but such Units will be included in determining
whether the above volume sales levels are met. For all Trusts, dealers
and other selling agents who, during any consecutive 12-month period,
sell at least $2 billion worth of primary market units of unit
investment trusts sponsored by us will receive a concession of $30,000
in the month following the achievement of this level. We reserve the
right to change the amount of concessions or agency commissions from
time to time. Certain commercial banks may be making Units of the Trusts
available to their customers on an agency basis. A portion of the sales
charge paid by these customers is kept by or given to the banks in the
amounts shown above.

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.

Investment Comparisons.

From time to time we may compare the estimated returns of the Trusts
(which may show performance net of the expenses and charges the Trusts
would have incurred) and returns over specified periods of other similar
trusts we sponsor in our advertising and sales materials, with (1)
returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, The New York Times, U.S. News and World Report, BusinessWeek,
Forbes or Fortune. The investment characteristics of each Trust differ
from other comparative investments. You should not assume that these
performance comparisons will be representative of a Trust's future
performance.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit of a Trust less any reduced sales charge as stated in
"Public Offering." Also, any difference between our cost to purchase the
Securities and the price at which we sell them to a Trust is considered
a profit or loss (see Note 2 of "Notes to Schedules of Investments").
During the initial offering period, dealers and others may also realize
profits or sustain losses as a result of fluctuations in the Public
Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price
at which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.

The Secondary Market

Although not obligated, we intend to maintain a market for the Units
after the initial offering period and continuously offer to purchase
Units at prices based on the Redemption Price per Unit.

We will pay all expenses to maintain a secondary market, except the
Evaluator fees, Trustee costs to transfer and record the ownership of
Units and in the case of the Portfolio Series, costs incurred in
annually updating the Portfolio Series' registration statements. We may
discontinue purchases of Units at any time. IF YOU WISH TO DISPOSE OF
YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES BEFORE
MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell or redeem
your Units before you have paid the total deferred sales charge on your
Units, you will have to pay the remainder at that time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive your proceeds from the
sale no later than if they were redeemed by the Trustee. We may tender

Page 19

Units that we hold to the Trustee for redemption as any other Units. If
we elect not to purchase Units, the Trustee may sell tendered Units in
the over-the-counter market, if any. However, the amount you will
receive is the same as you would have received on redemption of the Units.

Expenses and Charges

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

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. For the Portfolio Series, legal, typesetting,
electronic filing and regulatory filing fees and expenses associated
with updating those Trusts' registration statements yearly are also now
chargeable to such Trusts. Historically, we paid these fees and
expenses. There are no such fees and expenses that will be charged to
the Select Portfolio Series. First Trust Advisors L.P., an affiliate of
ours, acts as both Portfolio Supervisor and Evaluator to the Trusts and
will receive the fees set forth under "Fee Table" for providing
portfolio supervisory and evaluation services to the Trusts. In
providing portfolio supervisory services, the Portfolio Supervisor may
purchase research services from a number of sources, which may include
underwriters or dealers of the Trusts.

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

As Sponsor, we will receive a fee from each Trust for creating and
developing the Trusts, including determining each Trust's objectives,
policies, composition and size, selecting service providers and
information services and for providing other similar administrative and
ministerial functions. The "creation and development fee" is accrued
(and becomes a liability of each Trust) on a daily basis. The dollar
amount of the creation and development fee accrued each day, which will
vary with fluctuations in a Trust's net asset value, is determined by
multiplying the net asset value of the Trust on that day by 1/365 of the
annual creation and development fee of .35% for each Trust. The total
amount of any accrued but unpaid creation and development fee is paid to
the Sponsor on a monthly basis from the assets of your Trust. If you
redeem your Units, you will only be responsible for any accrued and
unpaid creation and development fee through the date of redemption. In
connection with the creation and development fee, in no event will the
Sponsor collect more than 1.00% for the Select Portfolio Series and
2.85% for the Portfolio Series of a Unit holder's initial investment. We
do not use this fee to pay distribution expenses or as compensation for
sales efforts.

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

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

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

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

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

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

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

Page 20

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

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

Tax Status

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

Trust Status.

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

Your Tax Basis and Income or Loss upon Disposition.

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

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

In-Kind Distributions.

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

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by a Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by a Trust, you will generally recognize gain or loss

Page 21

based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.

Limitations on the Deductibility of Trust Expenses.

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

Foreign, State and Local Taxes.

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

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

Retirement Plans

You may purchase Units of the Trusts for:

- Individual Retirement Accounts;

- Keogh Plans;

- Pension funds; and

- Other tax-deferred retirement plans.

Generally, the federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
advisor. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat as Record Owner of Units persons registered as
such on its books. It is your responsibility to notify the Trustee when
you become Record Owner, but normally your broker/dealer provides this
notice. You may elect to hold your Units in either certificated or
uncertificated form. All Fee Accounts Units, however, will be held in
uncertificated form.

Certificated Units. When you purchase your Units you can request that
they be evidenced by certificates, which will be delivered shortly after
your order. Certificates will be issued in fully registered form,
transferable only on the books of the Trustee in denominations of one
Unit or any multiple thereof. You can transfer or redeem your
certificated Units by endorsing and surrendering the certificate to the
Trustee, along with a written instrument of transfer. You must sign your
name exactly as it appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.

You may be required to pay a nominal fee to the Trustee for each
certificate reissued or transferred, and to pay any government charge
that may be imposed for each transfer or exchange. If a certificate gets
lost, stolen or destroyed, you may be required to furnish indemnity to
the Trustee to receive replacement certificates. You must surrender
mutilated certificates to the Trustee for replacement.

Uncertificated Units. You may also choose to hold your Units in
uncertificated form. If you choose this option, the Trustee will
establish an account for you and credit your account with the number of
Units you purchase. Within two business days of the issuance or transfer
of Units held in uncertificated form, the Trustee will send you:

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

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

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

- A notation of any liens or restrictions of the issuer and any adverse
claims; and

Page 22

- The date the transfer was registered.

Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.
Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.

Unit Holder Reports.

In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:

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

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

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

- Amounts of income and capital distributed during the year.

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

Income and Capital Distributions

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

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." No income distribution will be paid if accrued expenses of
a Trust exceed amounts in the Income Account on the Income Distribution
Dates. Distribution amounts will vary with changes in a Trust's fees and
expenses, in dividends received and with the sale of Securities. The
Trustee will distribute amounts in the Capital Account, net of amounts
designated to meet redemptions, pay the deferred sales charge or pay
expenses on the last day of each month to Unit holders of record on the
fifteenth day of each month provided the amount equals at least $1.00
per 100 Units. If the Trustee does not have your TIN, it is required to
withhold a certain percentage of your distribution and deliver such
amount to the Internal Revenue Service ("IRS"). You may recover this
amount by giving your TIN to the Trustee, or when you file a tax return.
However, you should check your statements to make sure the Trustee has
your TIN to avoid this "back-up withholding."

We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.

Within a reasonable time after a Trust is terminated, you will receive
the pro rata share of the money from the sale of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
You will receive a pro rata share of any other assets remaining in your
Trust after deducting any unpaid expenses.

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

Distribution Reinvestment Option. You may elect to have each
distribution of income and/or capital reinvested into additional Units
of your Trust by notifying the Trustee at least 10 days before any
Record Date. Each later distribution of income and/or capital on your
Units will be reinvested by the Trustee into additional Units of your
Trust. There is no sales charge on Units acquired through the
Distribution Reinvestment Option, as discussed under "Public Offering."
This option may not be available in all states.PLEASE NOTE THAT EVEN IF
YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED DISTRIBUTIONS FOR
INCOME TAX PURPOSES.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are uncertificated, you
need only deliver a request for redemption to the Trustee. In either

Page 23

case, the certificates or the redemption request must be properly
endorsed with proper instruments of transfer and signature guarantees as
explained in "Rights of Unit Holders-Unit Ownership" (or by providing
satisfactory indemnity if the certificates were lost, stolen, or
destroyed). No redemption fee will be charged, but you are responsible
for any governmental charges that apply. Three business days after the
day you tender your Units (the "Date of Tender") you will receive cash
in an amount for each Unit equal to the Redemption Price per Unit
calculated at the Evaluation Time on the Date of Tender.

The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the NYSE is open for trading). However, if your certificates or
redemption request are received after 4:00 p.m. Eastern time (or after
any earlier closing time on a day on which the NYSE is scheduled in
advance to close at such earlier time), the Date of Tender is the next
day the NYSE is open for trading.

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

If you tender 1,000 Units or more for redemption (except for Fee
Accounts), rather than receiving cash, you may elect to receive an In-
Kind Distribution in an amount equal to the Redemption Price per Unit by
making this request in writing to the Trustee at the time of tender.
However, no In-Kind Distribution requests submitted during the nine
business days prior to a Trust's Mandatory Termination Date will be
honored. Where possible, the Trustee will make an In-Kind Distribution
by distributing each of the Securities in book-entry form to your bank
or broker/dealer account at the Depository Trust Company. The Trustee
will subtract any customary transfer and registration charges from your
In-Kind Distribution. As a tendering Unit holder, you will receive your
pro rata number of whole shares of the Securities that make up the
portfolio, and cash from the Capital Account equal to the fractional
shares to which you are entitled.

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

Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:

- If the NYSE is closed (other than customary weekend and holiday
closings);

- If the SEC determines that trading on the NYSE is restricted or that
an emergency exists making sale or evaluation of the Securities not
reasonably practical; or

- For any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

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

adding

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

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

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

deducting

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

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

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

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

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

6. other liabilities incurred by a Trust; and

dividing

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

Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organization costs as set forth under "Fee Table."

Page 24

Removing Securities from a Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

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

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

- There has been a public tender offer made for a Security or a merger
or acquisition is announced affecting a Security, and that in our
opinion the sale or tender of the Security is in the best interest of
Unit holders; or

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

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

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

Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

Prior to termination, the Trustee will send written notice to all Unit

Page 25

holders which will specify how you should tender your certificates, if
any, to the Trustee. If a Trust is terminated due to this last reason,
we will refund your entire sales charge; however, termination of a Trust
before the Mandatory Termination Date for any other stated reason will
result in all remaining unpaid deferred sales charges on your Units
being deducted from your termination proceeds. For various reasons, a
Trust may be reduced below the Discretionary Liquidation Amount and
could therefore be terminated before the Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of
Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.

If you own at least 1,000 Units of a Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive an In-Kind Distribution (reduced by customary
transfer and registration charges and subject to any additional
restrictions imposed on Fee Accounts by "wrap fee" plans) rather than
the typical cash distribution. See "Tax Status" for additional
information. You must notify the Trustee at least ten business days
prior to the Mandatory Termination Date if you elect this In-Kind
Distribution option. If you do not elect to participate in the In-Kind
Distribution option, you will receive a cash distribution from the sale
of the remaining Securities, along with your interest in the Income and
Capital Accounts, within a reasonable time after such Trust is
terminated. Regardless of the distribution involved, the Trustee will
deduct from the Trusts any accrued costs, expenses, advances or
indemnities provided for by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:

- The First Trust Combined Series

- FT Series (formerly known as The First Trust Special Situations Trust)

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $27 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1999, the total partners' capital of
Nike Securities L.P. was $19,881,035 (audited).

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

Code of Ethics. The Sponsor and the Trusts have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to the Trusts.

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New

Page 26

York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

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

Limitations of Liabilities of Sponsor and Trustee.

Neither we nor the Trustee will be liable for taking any action or for
not taking any action in good faith according to the Indenture. We will
also not be accountable for errors in judgment. We will only be liable
for our own willful misfeasance, bad faith, gross negligence (ordinary
negligence in the Trustee's case) or reckless disregard of our
obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.

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

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

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

- Terminate the Indenture and liquidate the Trusts; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

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

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

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trusts.

Experts.

Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the registration statement in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.

Page 27

FIRST TRUST (registered trademark)

LIFE SCIENCES SELECT PORTFOLIO, SERIES 2
LIFE SCIENCES PORTFOLIO, SERIES 2
FT 465

Sponsor:

NIKE SECURITIES L.P.

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

Trustee:

The Chase Manhattan Bank

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

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

- Securities Act of 1933 (file no. 333-45630) and

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

Information about the Trusts, including their Codes of Ethics, can be
reviewed and copied at the Securities and Exchange Commission's Public
Reference Room in Washington D.C. Information regarding the operation of
the Commission's Public Reference Room may be obtained by calling the
Commission at 1-202-942-8090.

Information about the Trusts, including their Codes of Ethics, is
available on the EDGAR Database on the Commission's Internet site at
http://www.sec.gov.

To obtain copies at prescribed rates -

Write: Public Reference Section of the Commission
450 Fifth Street, N.W.; Washington, D.C. 20549-0102
e-mail address: [email protected]

September 21, 2000

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 28

First Trust (registered trademark)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of unit investment trusts ("Trusts")
contained in FT 465 not found in the prospectus for the Trusts. This
Information Supplement is not a prospectus and does not include all of
the information that a prospective investor should consider before
investing in a Trust. This Information Supplement should be read in
conjunction with the prospectus for the Trust in which an investor is
considering investing.

This Information Supplement is dated September 21, 2000. Capitalized
terms have been defined in the prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1
Foreign Issuers 1
Concentration
Healthcare 2

Risk Factors

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

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

Foreign Issuers. Since certain of the Securities included in the Trusts
consist of securities of foreign issuers, an investment in the Trusts
involves certain investment risks that are different in some respects
from an investment in a trust which invests entirely in the securities
of domestic issuers. These investment risks include future political or
governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities, the
possibility that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the
relevant stock market may worsen (both of which would contribute
directly to a decrease in the value of the Securities and thus in the
value of the Units), the limited liquidity and relatively small market
capitalization of the relevant securities market, expropriation or
confiscatory taxation, economic uncertainties and foreign currency
devaluations and fluctuations. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act
of 1934, there may be less publicly available information than is
available from a domestic issuer. Also, foreign issuers are not
necessarily subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those
applicable to domestic issuers. The securities of many foreign issuers
are less liquid and their prices more volatile than securities of
comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers

Page 1

in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the Trusts, the
Sponsor believes that adequate information will be available to allow
the Supervisor to provide portfolio surveillance for the Trusts.

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

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

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

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

Concentration

Healthcare. An investment in Units of the Life Sciences Portfolios
should be made with an understanding of the characteristics of the
problems and risks such an investment may entail. Healthcare companies
involved in advanced medical devices and instruments, drugs and biotech,
healthcare/managed care, hospital management/health services and medical
supplies have potential risks unique to their sector of the healthcare
field. These companies are subject to governmental regulation of their
products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such
products or services. Furthermore, such companies face the risk of
increasing competition from new products or services, generic drug
sales, the termination of patent protection for drug or medical supply
products and the risk that technological advances will render their
products obsolete. The research and development costs of bringing a drug
to market are substantial, and include lengthy governmental review
processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and may not offer certain
products for several years. Such companies may also have persistent
losses during a new product's transition from development to production,
and revenue patterns may be erratic. In addition, healthcare facility
operators may be affected by events and conditions including among other
things, demand for services, the ability of the facility to provide the
services required, physicians' confidence in the facility, management
capabilities, competition with other hospitals, efforts by insurers and
governmental agencies to limit rates, legislation establishing state
rate-setting agencies, expenses, government regulation, the cost and
possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that
associated with Medicare, Medicaid and other similar third party payor
programs.

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

Legislative proposals concerning healthcare are proposed in Congress
from time to time. These proposals span a wide range of topics,
including cost and price controls (which might include a freeze on the
prices of prescription drugs), national health insurance, incentives for
competition in the provision of healthcare services, tax incentives and
penalties related to healthcare insurance premiums and promotion of pre-
paid healthcare plans. The Sponsor is unable to predict the effect of
any of these proposals, if enacted, on the issuers of Securities in the
Trusts.

Page 2

CONTENTS OF REGISTRATION STATEMENT

A. Bonding Arrangements of Depositor:

Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
in the total amount of $1,000,000, the insurer being
National Union Fire Insurance Company of Pittsburgh.

B. This Registration Statement on Form S-6 comprises the
following papers and documents:

The facing sheet

The Prospectus

The signatures

Exhibits

S-1
SIGNATURES

The Registrant, FT 465, hereby identifies The First Trust
Special Situations Trust, Series 4; The First Trust Special
Situations Trust, Series 18; The First Trust Special Situations
Trust, Series 69; The First Trust Special Situations Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; The
First Trust Combined Series 272; FT 412; and FT 438 for purposes
of the representations required by Rule 487 and represents the
following:

(1) that the portfolio securities deposited in the series
as to the securities of which this Registration Statement is
being filed do not differ materially in type or quality from
those deposited in such previous series;

(2) that, except to the extent necessary to identify the
specific portfolio securities deposited in, and to provide
essential financial information for, the series with respect to
the securities of which this Registration Statement is being
filed, this Registration Statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and

(3) that it has complied with Rule 460 under the Securities
Act of 1933.

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 465, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on September 21, 2000.

FT 465

By NIKE SECURITIES L.P.
Depositor

By Robert M. Porcellino
Senior Vice President

S-2

Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:

NAME TITLE* DATE

David J. Allen Sole Director )
of Nike Securities )
Corporation, the ) September 21, 2000
General Partner of )
Nike Securities L.P. )
)
)
) Robert M. Porcellino
) Attorney-in-Fact**
)
)

* The title of the person named herein represents his
capacity in and relationship to Nike Securities L.P.,
Depositor.

** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of The
First Trust Combined Series 258 (File No. 33-63483) and
the same is hereby incorporated herein by this reference.

S-3
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated September 21, 2000
in Amendment No. 1 to the Registration Statement (Form S-6) (File
No. 333-45630) and related Prospectus of FT 465.

ERNST & YOUNG LLP

Chicago, Illinois
September 21, 2000

CONSENTS OF COUNSEL

The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement
will be filed as Exhibit 4.1 to the Registration Statement.

S-4
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P. as Portfolio Supervisor (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
43693] filed on behalf of The First Trust Special
Situations Trust, Series 22).

1.1.1 Form of Trust Agreement for FT 465 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as
Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.

1.2 Copy of Certificate of Limited Partnership of Nike
Securities L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).

1.3 Copy of Amended and Restated Limited Partnership
Agreement of Nike Securities L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).

1.4 Copy of Articles of Incorporation of Nike Securities
Corporation, the general partner of Nike Securities
L.P., Depositor (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).

1.5 Copy of By-Laws of Nike Securities Corporation, the
general partner of Nike Securities L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).

1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-46555] filed on
behalf of The First Trust Special Situations Trust,
Series 19).

2.1 Copy of Certificate of Ownership (included in Exhibit
1.1 filed herewith on page 2 and incorporated herein by
reference).

2.2 Copy of Code of Ethics (incorporated by reference to
Amendment No. 1 to form S-6 [File No. 333-31176] filed
on behalf of FT 415).
S-5

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

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

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

3.4 Opinion of counsel as to advancement of funds by
Trustee.

4.1 Consent of First Trust Advisors L.P.

6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust,
Series 18).

7.1 Power of Attorney executed by the Director listed on
page S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
63483] filed on behalf of The First Trust Combined
Series 258).

S-6