NATIONAL EQUITY TRUST UNIQUE OPPORTUNITIES TRUST, 487, 2000-10-12

NATIONAL EQUITY TRUST UNIQUE OPPORTUNITIES TRUST
487, 2000-10-12

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2000

REGISTRATION NO. 333-43926

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 2
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:

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST

B. NAME OF DEPOSITOR:

PRUDENTIAL SECURITIES INCORPORATED

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

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

ONE SEAPORT PLAZA
199 WATER STREET
NEW YORK, NEW YORK 10292

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

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

NOAH D. SORKIN, ESQ. Copy to:
PRUDENTIAL SECURITIES INCORPORATED KENNETH W. ORCE, ESQ.
ONE SEAPORT PLAZA CAHILL GORDON & REINDEL
199 WATER STREET 80 PINE STREET
NEW YORK, NEW YORK 10292 NEW YORK, NEW YORK 10005

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

AN INDEFINITE NUMBER OF UNITS OF
NATIONAL EQUITY TRUST UNIQUE OPPORTUNITIES TRUST
PURSUANT TO RULE 24F-2 PROMULGATED UNDER
THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED.

F. PROPOSED MAXIMUM AGGREGATE OFFERING PRICE TO THE PUBLIC OF THE SECURITIES
BEING REGISTERED:

INDEFINITE

G. AMOUNT OF FILING FEE:

N/A

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

H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

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

/X/ CHECK BOX IF IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
OCTOBER 12, 2000 IMMEDIATELY UPON FILING PURSUANT TO RULE 487.

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<PAGE>

NATIONAL EQUITY TRUST UNIQUE OPPORTUNITIES TRUST

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404 OF REGULATION C
UNDER THE SECURITIES ACT OF 1933

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION AS
TO THE PROSPECTUS IN FORM S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
------------------------------------- -------------------------------------

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of Trust.................... Prospectus front cover

(b) Title of securities issued....... Prospectus front cover

2. Name and address of each depositor... Sponsor, Prospectus back cover

3. Name and address of trustee.......... Trustee

4. Name and address of each principal
underwriter........................ Sponsor

5. State of organization of trust....... The Trust

6. Execution and termination of trust
agreement.......................... Summary of Essential Information; The
Trust; Amendment and Termination of
the Indenture--Termination

7. Changes of Name...................... *

8. Fiscal year.......................... *

9. Litigation........................... *

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. (a) Registered or bearer
securities..................... *

(b) Cumulative or distributive
securities.................... *

(d) Conversion, transfer, etc........ Rights of Unit Holders--Redemption

(e) Periodic payment plan............ *

(f) Voting rights.................... *

(g) Notice to certificateholders..... The Trust; Rights of Unit
Holders--Reports and Records;
Sponsor--Responsibility; Sponsor--
Resignation; Trustee--Resignation;
Amendment and Termination of the
Indenture

(h) Consents required................ The Trust; Amendment and Termination
of the Indenture

(i) Other provisions................. Tax Status

------------------
* Inapplicable, answer negative or not required.

i
<PAGE>

11. Type of securities comprising
units.............................. Prospectus front cover; Objective;
Security Selection; The Trust

12. Certain information regarding
periodic payment certificates...... *

13. (a) Load, fees, expenses, etc........ Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Profit of Sponsor; Public
Offering of Units--Volume Discount;
Public Offering of Units--Employee
Discount; Exchange Option;
Reinvestment Program; Expenses and
Charges

(b) Certain information regarding
periodic payment certificates.. *

(c) Certain percentages.............. Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Profit of Sponsor; Public
Offering of Units--Volume Discount;
Public Offering of Units--Employee
Discount; Exchange Option

(d) Price differentials.............. Public Offering of Units--Employee
Discount

(e) Certain other fees, etc. payable
by holders..................... Rights of Unit Holders--Certificates

(f) Certain other profits receivable
by depositor, principal
underwriter, trustee or
affiliated persons............. Rights of Unit Holders--Redemption--
Purchase by the Sponsor of Units
Tendered for Redemption

(g) Ratio of annual charges to
income......................... *

14. Issuance of trust's securities....... The Trust; Rights of Unit
Holders--Certificates

15. Receipt and handling of payments from
purchasers......................... *

16. Acquisition and disposition of
underlying securities.............. The Trust--Trust Formation; The
Trusts--Securities Selection;
Rights of Unit Holders--Redemption;
Sponsor--Responsibility

17. Withdrawal or redemption............. Rights of Unit Holders--Redemption

18. (a) Receipt, custody and disposition
of income...................... Rights of Unit Holders--
Distributions; Rights of Unit
Holders--Reports and Records

(b) Reinvestment of distributions.... Reinvestment Program

(d) Schedule of distributions........ *

19. Records, accounts and reports........ Rights of Unit
Holders--Distributions; Rights of
Unit Holders--Reports and Records

20. Certain miscellaneous provisions of
trust agreement.................... Sponsor--Limitations on Liability;

------------------
* Inapplicable, answer negative or not required.

ii
<PAGE>

(a) Amendment........................ Sponsor--Resignation;

(b) Termination...................... Trustee--Limitations on Liability;

(e) and (f) Depositor, removal and
successor...................... Amendment and Termination of the
Indenture

21. Loans to security holders............ *

22. Limitation on liability.............. The Trust; Sponsor--Limitations on
Liability; Trustee--Limitations on
Liability; Evaluator--Limitations
on Liability

23. Bonding arrangements................. Additional Information--Item A

24. Other material provisions of trust
agreement.......................... *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor............ Sponsor

26. Fees received by depositor........... *

27. Business of depositor................ Sponsor

28. Certain information as to officials
and affiliated persons of
depositor.......................... Contents of Registration
Statement--Part II

29. Companies controlling depositor...... Sponsor

30. Persons controlling depositor........ *

31. Payments by depositor for certain
services rendered to trust......... *

32. Payments by depositor for certain
other services rendered to trust... *

33. Remuneration of employees of
depositor for certain services
rendered to trust.................. *

34. Remuneration of other persons for
certain services rendered to
trust.............................. *

35. Distribution of trust's securities in
states............................. Public Offering of Units--Public
Distribution

36. Suspension of sales of trust's
securities......................... *

37. Revocation of authority to
distribute......................... *

38. (a) Method of distribution........... Public Offering of Units

(b) Underwriting agreements.......... Public Offering of Units

39. (a) Organization of principal
underwriter.................... Sponsor

(b) N.A.S.D. membership of principal
underwriter.................... Sponsor

40. Certain fees received by principal
underwriter........................ *

41. (a) Business of principal
underwriter.................... Sponsor

------------------
* Inapplicable, answer negative or not required.

iii
<PAGE>

(b) Branch offices of principal
underwriter.................... Sponsor

42. Ownership of trust's securities by
certain persons.................... *

43. Certain brokerage commissions
received by principal
underwriter........................ *

44. (a) Method of valuation.............. Summary of Essential Information;
Public Offering of Units--Public
Offering Price; Public Offering of
Units--Public Distribution; Public
Offering of Units--Secondary
Markets

(b) Schedule as to offering price.... *

(c) Variation in offering price to
certain persons................ Public Offering of Units--Public
Distribution; Public Offering of
Units--Volume Discount; Public
Offering of Units--Employee
Discount; Exchange Option

45. Suspension of redemption rights...... *

46. (a) Redemption Valuation............. Summary of Essential Information;
Rights of Unit Holders--Redemption
--Computation of Redemption Price
per Unit

(b) Schedule as to redemption
price.......................... *

47. Maintenance of position in underlying
securities......................... Public Offering of Unit--Secondary
Market; Rights of Unit
Holders--Redemption--Computation of
Redemption Price per Unit; Rights
of Unit Holders--Redemption
--Purchase by the Sponsor of Units
Tendered for Redemption

IV. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of
trustee............................ Trustee

49. Fees and expenses of trustee......... Expenses and Charges

50. Trustee's lien....................... Expenses and Charges--Other Charges

V. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's
securities......................... *

VI. POLICY OF REGISTRANT

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... Prospectus front cover; The
Trust--Trust Formation; The
Trust--Objectives and Securities
Selection; Sponsor--Responsibility

(b) Transactions involving
elimination of underlying
securities..................... *

------------------
* Inapplicable, answer negative or not required.

iv
<PAGE>

(d) Fundamental policy not otherwise
covered........................ *

53. Tax status of trust.................. Prospectus front cover; Tax Status

VII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during last ten
years.............................. *

55.

56. Certain information regarding
periodic payment certificates...... *

57.

58.

59. Financial statements
(Instruction 1(c) to Form S-6)..... Statement of Financial Condition

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* Inapplicable, answer negative or not required.

v
<PAGE>

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST

[ LOGO ]

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The objective of the Trust is capital appreciation. The Trust will invest in a
fixed portfolio consisting of common stocks selected by the Sponsor.
--------------------------------------------------------------------------------

SPONSOR:
[ LOGO ]

PLEASE READ AND RETAIN Prospectus dated October 12, 2000
THIS PROSPECTUS FOR FUTURE REFERENCE.

--------------------------------------------------------------------------------
The Securities and Exchange Commission has not approved or disapproved these
securities, or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
--------------------------------------------------------------------------------

<PAGE>

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors................................................................................................................ A-1
Fee Table................................................................................................................... A-3
Summary of Essential Information............................................................................................ A-4
Independent Auditors' Report................................................................................................ A-7
Statement of Financial Condition............................................................................................ A-8
Schedule of Portfolio Securities............................................................................................ A-9
The Trust................................................................................................................... B-1
Objective................................................................................................................. B-1
Summary Description of the Portfolio...................................................................................... B-1
Risk Factors................................................................................................................ B-1
Unit Creation............................................................................................................... B-3
Tax Status of the Trust..................................................................................................... B-4
Retirement Plans............................................................................................................ B-5
Public Offering of Units.................................................................................................... B-5
Public Offering Price..................................................................................................... B-5
Sales Charge.............................................................................................................. B-6
Public Distribution....................................................................................................... B-6
Secondary Market.......................................................................................................... B-7
Profit of Sponsor......................................................................................................... B-7
Volume Discount........................................................................................................... B-7
Employee Discount......................................................................................................... B-8
Rights of Unit Holders...................................................................................................... B-8
Ownership of Units........................................................................................................ B-8
Certain Limitations....................................................................................................... B-8
Distribution.............................................................................................................. B-9
Tender of Units for Redemption............................................................................................ B-9
Purchase by the Sponsor of Units Tendered for Redemption.................................................................. B-10
Computation of Redemption Price per Unit.................................................................................. B-10
Exchange Option............................................................................................................. B-11
Federal Income Tax Consequences........................................................................................... B-12
Reinvestment Program........................................................................................................ B-12
Expenses and Charges........................................................................................................ B-13
Organization Costs........................................................................................................ B-13
Trust Fees and Expenses................................................................................................... B-13
Creation and Development Fee.............................................................................................. B-13
Other Charges............................................................................................................. B-13
Administration of the Trust................................................................................................. B-14
Reports and Records.................................................................................................... B-14
Amendment................................................................................................................... B-14
Termination................................................................................................................. B-15
Termination Options....................................................................................................... B-15
Resignation, Removal and Liability.......................................................................................... B-16
Trustee..................................................................................................................... B-16
Limitations on Liability.................................................................................................. B-17
Responsibility............................................................................................................ B-17
Resignation............................................................................................................... B-17
Sponsor..................................................................................................................... B-17
Limitations on Liability.................................................................................................. B-17
Responsibility............................................................................................................ B-18
Resignation............................................................................................................... B-18
Code of Ethics............................................................................................................ B-18
Legal Opinions.............................................................................................................. B-18
Independent Auditors........................................................................................................ B-18
</TABLE>

<PAGE>

OBJECTIVE--The objective of the National Equity Trust, Unique Opportunities
Trust (the Trust) is capital appreciation. The Trust seeks to achieve its
objective through an investment for approximately one year in a portfolio of
stocks selected by the Sponsor which in its judgement have appreciation
potential over the approximately one year life of the Trust.

o Capital appreciation: an increase in the value per Unit of the Securities
in the Portfolio of the Trust at the termination of the Trust when compared to
the value per Unit of the Securities in the Portfolio of the Trust at the
commencement of the Trust.

Dividend income is not an objective of the Trust.

SECURITIES SELECTION. The Portfolio of the Trust consists of the common
stocks selected by the Sponsor on October 10, 2000, by a combination of one or
more of fundamental, technical and strategic analyses (the "Securities" or
"Stocks").

o Fundamental -- analysis of a company's business including financial
analysis and product analysis.

o Technical -- analysis of past stock price movements for a company.

o Strategic -- analysis of a company's position relative to that of its
industry.

The Sponsor analyzed companies with market capitalizations in excess of
$1.5 billion (midcap companies or larger.)

Certain of the Securities are rated by the Sponsor's research department as
of the date of deposit. See "Schedule of Portfolio Securities" to determine
which stocks were rated by the research department. The research department
rates stocks Strong Buy, Buy, Accumulate, Hold or Sell. The Securities in the
Trust covered by the Sponsor's research department were rated Hold or better on
the initial date of deposit.

The Stocks will generally be approximately equally dollar weighted in the
Trust.*

The Portfolio, as of the initial Date of Deposit, contains 15 issues of
Securities, in the following industry groups:

o Financial Diversified: 6.88%

o Computers (Hardware): 6.91%

o Computers (Software/Services): 34.49%

o Insurance (Property & Casualty): 6.89%

o Insurance (Multi-line): 6.83%

o Investment Banking/Brokerage: 3.46%

o Electric Equipment: 6.90%

o Retail (Computers & Electronics): 6.91%

o Retail (General Merchandise): 6.92%

o Health Care (Managed Care): 6.90%

o Banks (Major Regional): 6.91%

The percentages were computed on the basis of the aggregate net asset value
of the Securities in the Trust on the initial Date of Deposit and are subject to
change. The Trust is concentrated in Securities issued by issuers in the
technology industry. All of the Securities trade on U.S. exchanges or markets
either directly or through an ADR (American Depositary Receipt ).

RISK FACTORS--There can be no assurance that the Trust's objective can be
realized.

o You may lose money by buying Units in the Trust.

o The price of a Security may fall.

o Stocks of foreign issuers may be subject to additional risks.

Since the Trust Portfolio consists of common stock, an investment in Units
of the Trust should be made with an understanding of the risks inherent in any
investment in common stocks. The risks of investing in common stock include
risks associated with the rights to receive payments from the issuer which are
generally inferior to rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Holders of common stock have a right to
receive dividends only when and if, and in the amounts, declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. Common stock does not represent an obligation of the issuer and therefore
does not offer any assurance of income or provide the degree of protection of
capital of debt securities. Common stock has neither a fixed principal amount
nor a maturity and has values which are subject to market fluctuations for as
long as the common stock remains outstanding. These factors similarly impact on
the ability of an issuer to pay dividends.

The Trust is not a "managed" registered investment company and Securities
will not be sold by the Trustee as a result of ordinary market fluctuations. A
Security may continue to be held by the Trust even if the Sponsor reduces its
rating of a Security. The value of the common stock in the Trust may be expected
to fluctuate over the life of the Trust to values higher or lower than those
prevailing on the Date of Deposit.

o The Securities are concentrated in the technology industry.

o The value of the Units will fluctuate depending on the value of the
Securities.

o The value of the Securities will fluctuate based on all the factors that
have an impact on the economy and the equity markets and the financial condition
of each issuer.

You should note that the above criteria were applied to the Securities
selected for inclusion in the Trust Portfolio. After the date of deposit the
Sponsor may change its judgement about a Security.

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

* The Trust may not invest more than five percent of its assets in the stock of
any company that derives more than 15% of its gross revenue from
securities-related activities. Consequently, the stock of Charles Schwab Corp.
is lesser weighted than the other Securities in the Trust.

A-1
<PAGE>
The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. The net asset value
per Unit will be reduced by the amount of Securities sold.

Industry Concentrations--Additional Risks

The Trust contains concentrations in two industries: the technology
industry and the financial services industry. A portfolio concentrated in
certain industries may present more risk than a portfolio broadly diversified
over several industries. Therefore, the Trust, and Unitholders, may be
particularly susceptible to a negative impact resulting from adverse market
conditions or other factors affecting technology and financial services issuers.
Accordingly, an investment in Units should be made with an understanding of the
characteristics of the technology and financial services industries and the
risks which such an investment may entail.

The Trust contains common stock of companies involved in the development,
design, manufacture and sale of:

o computers,

o computer related equipment,

o computer networks,

o communications systems,

o telecommunications products,

o electronic products, and

o other related products, systems and services.

The market for technology products and services, especially those
specifically related to the Internet, is characterized by:

o rapidly changing technology,

o rapid product obsolescence,

o cyclical market patterns,

o evolving industry standards and

o frequent new product introductions.

The success of the issuers of the Securities depends in subtantial part on
the timely and successful introduction of new products. An unexpected change in
one or more of the technologies affecting an issuer's products or in the market
for products based on a particular technology could have a material adverse
affect on an issuer's operating results. Furthermore, we cannot assure that the
issuers of the Securities will be able to respond timely to compete in the
rapidly developing marketplace.

The Trust's Securities in the past have experienced, and, in the future are
likely to experience, substantial price volatility and speculative trading.
Accordingly, upon redemption of Units or termination of the Trust a Unitholder
may receive an amount less than the Unitholder's initial investment.

Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the Units.

The portfolio of the Trust is concentrated in the common stock of companies
in the financial services industry. Trust performance, accordingly, will be
affected by general market and economic conditions as well as the other risk
factors particular to the financial services industry including.

o Financial services companies are subject to extensive government
regulations which may limit both the amount and types of loans and other
financial commitments they can make, and the interest rates and fees they can
charge.

o Interest rate sensitivity of financial services companies may adversely
affect the price of the Securities. For example, generally, a rise in interest
rates has had a negative effect on the price of financial services companies'
common stock.

o Profitability is largely dependent on the availability and cost of
capital funds, and can fluctuate significantly when interest rates change. For
example, it has been negatively affected when interest rates rise.

o Credit losses resulting from the financial difficulties of borrowers can
negatively impact the industry.

o Insurance companies may be subject to severe price competition, claims
activity, marketing competition and general economic conditions.

Foreign Issuers: The Portfolio contains a Security which is an American
Depositary Receipt for a security issued by a non-United States issuer. Holding
securities of a non-United States company may involve investment risks that are
different from those involved in holding securities of domestic issuers,
including:

o future political and economic developments,

o the possible imposition of withholding taxes and exchange controls or
other foreign governmental restrictions which might adversely affect the payment
of distributions on Securities in the Portfolio,

o less publicly available information about a foreign issuer, and

o foreign issuers may not generally be subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic issuers.

Foreign securities markets, while growing in volume, have, for the most
part, substantially less volume than U.S. markets, and securities of many
foreign companies are less liquid and their prices more volatile than securities
of comparable domestic companies. 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 in foreign countries than there is in the United
States. Global and regional perceptions of foreign markets and currency exchange
rate fluctuations should also be considered since they may adversely affect the
value of the foreign securities.

A-2
<PAGE>
FEE TABLE

This Fee Table is intended to help you to understand the costs and expenses that
you will bear directly or indirectly. See Part B--"Public Offering of Units" and
"Expenses and Charges."

<TABLE>
<CAPTION>
AMOUNT PER
1,000
UNIT HOLDER TRANSACTION EXPENSES UNITS
-------------------------------------------------- ----------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase (as a
percentage of offering price)................... 1.00 %(a) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)........................ 2.00 %(b) 20.00
------ ------
Total................................... 3.00 % $30.00
====== ======
ORGANIZATIONAL COSTS AND EXPENSES(c).............. $ 3.00
======
ANNUAL TRUST OPERATING EXPENSES (as a percentage
of average net assets)
Trustee's Fee................................... 0.090% $ 0.90
Creation and Development Fee(d)................. 0.250% $ 2.50
Other Operating Expenses (including Portfolio
Supervision, Bookkeeping and Administrative
Fees)........................................... 0.033% $ 0.33
------ ------
Total(e)................................ 0.373% $ 3.73
====== ======
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE
CUMULATIVE EXPENSES
PAID FOR PERIOD:
---------------------------------------------
1 YEAR 3 YEARS(F)
--------------------- -------------------
<S> <C> <C>
An investor would pay the following expenses on a
$1,000 investment, assuming the Trust's
operating expense ratio and organization cost of
0.673% and a 5% annual return on the
investment throughout the periods............... $37 $94
</TABLE>

The Example assumes a redemption and reinvestment of all dividends and
distributions and utilizes a 5% annual rate of return. For purposes of the
Example, an annual reinvestment of the 5% annual return is assumed. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RATE OF RETURN; THE ACTUAL EXPENSES AND ANNUAL RATE OF RETURN MAY BE MORE OR
LESS THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE.
------------------

(a) The Initial Sales Charge is actually the difference between 3.0% and the
Deferred Sales Charge ($20.00 per 1,000 Units) and would exceed 1% if the
Public Offering Price exceeds $1,000 per 1,000 Units.

(b) The actual fee is $2.00 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted in each of the last 10 months of each one-year
Portfolio. If a Holder sells, exchanges or redeems Units before all of these
deductions have been made, the balance of the Deferred Sales Charge will be
deducted from the Unit proceeds. If the Unit price exceeds $1 per Unit, the
Deferred Sales Charge will be less than 2.0%; if the Unit price is less than
$1 per Unit, the Deferred Sales Charge will exceed 2.0%.

(c) Investors will bear all or a portion of the costs incurred in organizing the
Trust including the costs of the preparation, printing and execution of the
Indenture, Registration Statement and other documents relating to the Trust,
federal and state registration fees and costs, the initial fees and expenses
of the Trustee, legal and auditing expenses and other out of pocket
expenses. Estimated organization costs are included in the Public Offering
Price and will be reimbursed to the Sponsor at the close of the initial
offering period.

(d) The Creation and Development Fee is a new charge that compensates the
Sponsor for the creation and development of the Trust. The Trust accrues
this fee monthly during the life of the Trust based on its net asset value
on the last business day of each month and pays the Sponsor monthly. In
connection with the Creation and Development Fee, in no event will the
Sponsor collect over the life of the Trust more than 0.75% of a Unit
Holder's initial investment. For further information about this fee see
"Creation and Development Fee" later in this Prospectus.

(e) The estimates do not include the cost borne by Unitholders of purchasing and
selling Securities.

(f) Although the Trust has a term of only approximately one year and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees and expenses, assuming the principal amount and
distributions are rolled over each year into a New Series subject only to
the Deferred Sales Charge.

A-3
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
AS OF OCTOBER 11, 2000*

<TABLE>
<S> <C>
AGGREGATE VALUE OF SECURITIES..................... $123,750.19
NUMBER OF UNITS................................... 125,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT........................ 1/125,000th
Value of Securities in the Trust (per 1,000
Units)....................................... $ 987.00
Plus value of Securities for organization costs
(per 1,000 Units)**.......................... $ 3.00
-----------
Total value of Securities (per 1,000
Units)***.................................... $ 990.00
Plus maximum sales charge of 3.00% of Public
Offering Price (3.03% of net amount invested
in Securities)****........................... $ 30.00
Less Deferred Sales Charge per 1,000 Units...... (20.00)
-----------
Public Offering Price per 1,000 Units*****...... $ 1,000.00
Plus the amount per 1,000 Units in the Income
Account...................................... $ 0.00
-----------
Total per 1,000 Units................... $ 1,000.00
===========

REDEMPTION AND SPONSOR'S SECONDARY MARKET REPURCHASE
PRICE PER 1,000 UNITS******
(based on the value of the underlying Securities
less the Deferred Sales Charge per 1,000
Units).......................................... $ 970.00

RECORD DATES: The tenth day of January 2001, April
2001, July 2001 and October 2001.

QUARTERLY DISTRIBUTION DATES: The twenty-fifth day
of January 2001, April 2001, July 2001 and
October 2001 or as soon thereafter as possible.

MINIMUM PRINCIPAL DISTRIBUTION: No distribution
need be made from the Principal Account if the
balance therein is less than $1.00 per 1,000
Units.

TRUSTEE'S FEE AND ESTIMATED EXPENSES: $0.98 per
1,000 Units+

CREATION AND DEVELOPMENT FEE: $2.50 per 1,000
Units.

SPONSOR'S PORTFOLIO SUPERVISION FEE+: Maximum of
$.25 per 1,000 Units.

EVALUATION TIME: 4:00 P.M. New York Time

TERMINATION DATE: November 14, 2001++

SPONSOR'S LOSS ON DEPOSIT: $(1,036.44)

MINIMUM VALUE OF TRUST: The Indenture may be
terminated if the value of the Trust is less
than 40% of the value of the Securities
calculated after the last deposit of Securities.

DEFERRED SALES CHARGE DEDUCTION DATES: The 1st day
of each month commencing February 1, 2001.

MINIMUM PURCHASE: $250.00.
</TABLE>

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

* The Date of Deposit. The Date of Deposit is the date on which the Trust
Indenture and Agreement was signed and the initial deposit of Securities
with the Trustee was made.

** $3.00 per 1,000 Units will be distributed to the Sponsor to reimburse
the Sponsor for the payment of the organization costs. The Securities
are subject to the sales charge.

*** After deduction of the Deferred Sales Charge then payable (zero on the
date of this Summary of Essential Information).

**** The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred
Sales Charge ($20.00 per 1,000 Units) from the aggregate sales charge (a
maximum of 3.00% of the Public Offering Price); thus on the date of this
Summary of Essential Information, the Initial Sales Charge is $10 per
1,000 Units or 1% of the Public Offering Price. The Initial Sales Charge
is deducted from the purchase price at the time of purchase and is
reduced on a graduated basis on purchases of $50,000 or more (see Part
B--"Public Offering of Units--Volume Discount"). The Deferred Sales
Charge is paid through reduction of the net asset value of the Trust by
$2.00 per 1,000 Units on each Deferred Sales Charge Deduction Date. On a
repurchase or redemption of Units before the last Deferred Sales Charge
Deduction Date, any remaining Deferred Sales Charge payments will be
deducted from the proceeds. Units purchased pursuant to the Reinvestment
Program are subject to that portion of the Deferred Sales Charge
remaining at the time of reinvestment (see Part B--"Reinvestment
Program").

(Footnotes continued on next page)

A-4
<PAGE>
(Footnotes continued from previous page)

***** This price is computed as of the Date of Deposit. This price may vary on
the date of this Prospectus or any subsequent date.

****** This price is computed as of the Date of Deposit. This price may vary on
the date of this Prospectus or any subsequent date. Reflects deductions
for remaining Deferred Sales Charge payments ($20.00 per 1,000 Units
initially). The redemption and repurchase price will be further reduced
to reflect the Trust's costs of liquidating Securities to meet the
redemption, currently estimated at $1.72 per 1,000 Units.

+ See: "Expenses and Charges" herein. The fee accrues daily and is payable
on each Distribution Date. Estimated dividends from the Securities,
based on the last dividends actually paid, are expected by the Sponsor
to be sufficient to pay the estimated expenses of the Trust. In
addition, brokerage fees borne by the Trust in connection with the
purchase of Securities by the Trustee with cash deposited in the Trust
are currently estimated at $1.72 per 1,000 Units.

++ The Trust may be terminated before the Termination Date. See Part
B--"Termination." The sale of Securities will occur during the
Liquidation Period, the 10 business day period commencing on the
Termination Date.

A-5
<PAGE>
SPECIAL CHARACTERISTICS OF THE TRUST

The original proportionate relationship between the number of shares of
each Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event and adjust the proportionate relationship
accordingly for all future subsequent deposits. If the Trust receives the
securities of another issuer as the result of a merger or reorganization of, or
a spin-off, or split-up by the issuer of a Security included in the original
Portfolio, the Trust may under certain circumstances hold those securities as if
they were one of the Securities initially deposited and adjust the proportionate
relationship accordingly for all future subsequent deposits.

The creation and sale of additional Units and the sale of Units in the
secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
that later time and even if the Sponsor has a sell rating on one or more of the
Securities.

If there is sufficient income, it will be distributed quarterly to
investors.

PUBLIC OFFERING PRICE: The Public Offering Price of the Units of the Trust
during the initial offering period is based on the value of the underlying
Securities in the Trust's Portfolio divided by the number of Units outstanding
in the Trust, plus the applicable sales charge. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See Part B--"Public Offering of Units--Public Offering Price.") The
Initial Sales Charge will vary with changes in the aggregate sales charge and is
deducted from the purchase price of a Unit at the time of purchase and paid to
the Sponsor.

Unitholders investing the proceeds of distribution from a previous
terminating Series of National Equity Trust, upon purchase of Units of the
Trust, will be subject only to the Deferred Sales Charge on those Units. Any
investor may acquire Units by an in-kind deposit of securities which replicates
proportionately the portfolio of the Trust and cash, if any, in the Trust. You
are obligated to pay any remaining Deferred Sales Charge if you exchange, redeem
or sell Units to the Sponsor before the last Deferred Sales Charge Deduction
Date.

SECONDARY MARKET--The Sponsor, although not obligated to do so, presently
intends to maintain a secondary market for the Units in the Trust as more fully
described under Part B--"Public Offering of Units--Secondary Market." If this
market is not maintained, a Unit Holder will be able to dispose of his Units
only by tendering his Units to the Trustee for redemption. (See Part B--"Rights
of Unit Holders--Redemption--Computation of Redemption Price per Unit.") The
Sponsor's Repurchase Price, like the Redemption Price, will reflect the
deduction from the value of the underlying Securities of any unpaid amount of
the Deferred Sales Charge. To the extent the entire Deferred Sales Charge has
not been deducted or paid at the time of redemption of the Units, the remainder
will be deducted from the proceeds of redemption or in calculating an in-kind
redemption.

TRUST TERMINATION--The Trust will terminate on the Termination Date unless
terminated earlier. A Unit Holder's Units will be redeemed in-kind on the
Termination Date by distribution of the Unit Holder's pro rata share of the
Securities and any cash in the Portfolio of the Trust on that date to the
Distribution Agent who will act as agent for that Unit Holder.

SECURITIES DISPOSITION OPTIONS ON TERMINATION--You must notify the Trustee
before the Termination Date of the Trust of the option(s) that you choose. You
may elect one or more of the following three options.

o Receipt of Securities "in-kind"

o Receipt of the cash value of the Unit

o Receipt of units in a new trust for the cash proceeds of your Units of
this Trust (you may realize a tax gain or loss from the sale of
Securities)

Please see the Termination Options section for additional information about
each option and for information about how the Trust will terminate.

A-6
<PAGE>
INDEPENDENT AUDITORS' REPORT

TO THE UNIT HOLDERS, SPONSOR AND TRUSTEE
OF THE NATIONAL EQUITY TRUST UNIQUE OPPORTUNITIES TRUST

We have audited the accompanying Statement of Financial Condition,
including Schedule of Portfolio Securities, of the National Equity Trust Unique
Opportunities Trust as of October 11, 2000. This financial statement is the
responsibility of the Trustee. Our responsibility is to express an opinion on
this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. Our procedures included confirmation of the irrevocable letter of
credit for the purchase of securities, as shown in the Statement of Financial
Condition and Schedule of Portfolio Securities as of October 11, 2000, by
correspondence with The Bank of New York, the Trustee. An audit also includes
assessing the accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of the National Equity Trust
Unique Opportunities Trust as of October 11, 2000, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York
October 11, 2000

A-7
<PAGE>

STATEMENT OF FINANCIAL CONDITION
NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
AS OF DATE OF DEPOSIT, OCTOBER 11, 2000

TRUST PROPERTY

<TABLE>
<S> <C>
Sponsor's Contracts to Purchase underlying Securities backed
by an irrevocable letter of credit(a)(e).................. $123,750.19
-----------
Total.................................................. $123,750.19
===========

LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities--
Payment of deferred portion of sales charge(b)......... $ 2,500.00
Reimbursement to Sponsor for organization costs(e)..... 375.00
-----------
Subtotal............................................... 2,875.00
-----------
Interest of Holders--
Units of fractional undivided interest outstanding:
Cost to investors(c).............................. 125,000.00
Less: Gross underwriting commission(d)............ (3,749.81)
Less: Organization costs(e)....................... (375.00)
-----------
Net amount applicable to investors.......................... 120,875.19
-----------
Total........................................ $123,750.19
===========
</TABLE>

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

(a) The aggregate value of the Securities represented by Contracts to
Purchase listed under "Schedule of Portfolio Securities" included herein and
their cost to the Trust are the same. An irrevocable letter of credit drawn on
Standard Chartered Bank in the amount of $30 million dollars has been deposited
with the Trustee for the purchase of Securities pursuant to contracts to
purchase such Securities.

(b) Represents the aggregate amount of mandatory distributions of $2.00 per
1,000 Units per month payable on the 1st day of each month from February 2001
through November 2001. Distributions will be made to an account maintained by
the Trustee from which the Holders' Deferred Sales Charge obligation to the
Sponsor will be satisfied. If Units are redeemed before November 1, 2001, the
remaining portion of the distribution applicable to those Units will be
transferred to that account on the redemption date.

(c) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering of Units--Public Offering Price."

(d) The aggregate maximum sales charge of 3.00% of the Public Offering
Price per Unit is computed on the basis set forth under "Public Offering of
Units--Public Offering Price."

(e) A portion of the Public Offering Price consists of Securities in an
amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. The Sponsor will be reimbursed for the organization
costs at the close of the initial offering period.

A-8
<PAGE>

SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
ON DATE OF DEPOSIT OCTOBER 11, 2000

<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE PRICE COST OF
NUMBER MARKET PER STOCKS
PORTFOLIO OF VALUE SHARE TO TO
NO. NAME OF ISSUER(2) SHARES OF TRUST TRUST TRUST(1)
--------- ------------------------------------------ ------ ------------- --------- -----------
<S> <C> <C> <C> <C> <C>
1. Allstate Corp............................. 253 6.89% $ 33.6875 $ 8,522.94
2. American Express Co....................... 156 6.88 54.5625 8,511.75
3. American International Group Inc.......... 90 6.83 93.8750 8,448.75
4. BEA Systems, Inc.......................... 114 6.90 74.8125 8,528.63
5. Charles Schwab Corp....................... 148 3.46 28.9375 4,282.75
6. Commerce One, Inc......................... 140 6.90 61.0000 8,540.00
7. General Electric Co....................... 151 6.90 56.5625 8,540.94
8. IONA Technologies (ADR)................... 150 6.91 57.0000 8,550.00
9. Oracle Corp............................... 137 6.89 62.2500 8,528.25
10. Peoplesoft, Inc........................... 265 6.89 32.1875 8,529.69
11. Radio Shack Corp.......................... 153 6.91 55.8750 8,548.88
12. Sears, Roebuck & Co....................... 270 6.92 31.7000 8,559.00
13. Sun Microsystems, Inc..................... 84 6.91 101.8750 8,557.48
14. United Health Group Inc................... 81 6.90 105.5000 8,545.50
15. Wells Fargo & Co.......................... 195 6.91 43.8750 8,555.63
-----------
$123,750.19
===========
</TABLE>

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

(1) The Securities were acquired by the Sponsor on October 11, 2000. All
Securities are represented entirely by contracts to purchase. Valuation of
Securities by the Trustee was made on the basis of the closing prices of the
Securities at the Evaluation Time on October 11, 2000. The aggregate
purchase price to the Sponsor for the Securities deposited in the Trust is
$124,786.63.

(2) The Sponsor's research department rated all of the Securities (except for
Portfolio No. 1) as of the date of deposit. The research department rates
stocks Strong Buy, Buy, Accumulate, Hold or Sell. The Securities covered by
the Sponsor's research department were rated Hold or better on the initial
date of deposit.

The Sponsor may have acted as an underwriter, manager or co-manager of a
public offering of the Securities in the Trust during the last three years.
Affiliates of the Sponsor may serve as specialists in the Securities in this
Trust on one or more stock exchanges and may have a long or short position in
any of these stocks or in options on any of these stocks, and may be on the
opposite side of public orders executed in the over the counter market. An
officer, director or employee of the Sponsor may be an officer or director of
one or more of the issuers of the Securities in the Trust. The Sponsor may trade
for its own account as an odd-lot dealer, market maker, block positioner and/or
arbitrageur in any of the Securities or related options. The Sponsor, its
affiliates, directors, elected officers, employees and employee benefits
programs may have either a long or short position in any Security or related
option.

A-9
<PAGE>
PROSPECTUS--PART B:
--------------------------------------------------------------------------------
Note that Part B of this Prospectus may not be distributed unless accompanied by
Part A.
--------------------------------------------------------------------------------

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST

INTRODUCTION

Prudential Securities Incorporated (the "Sponsor") and The Bank of New York
(the "Trustee") signed a Trust Indenture and Agreement and a related Reference
Trust Agreement that created this series of the National Equity Trust Unique
Opportunities Trust under the laws of the State of New York. The Sponsor,
Prudential Securities Incorporated, is a wholly-owned, indirect subsidiary of
The Prudential Insurance Company of America.

THE TRUST

OBJECTIVE

The objective of the Trust is capital appreciation. The Trust seeks to
achieve its objective through an investment in a portfolio of the Securities.

o Capital appreciation: an increase in the value per Unit of the Securities
in the Portfolio of the Trust at the termination of the Trust when
compared to the value per Unit of the Securities in the Portfolio of the
Trust at the commencement of the Trust.

SUMMARY DESCRIPTION OF THE PORTFOLIO

On the Date of Deposit, the Sponsor deposited the Securities with the
Trustee. The Trust may also contain contracts and funds for the purchase of the
Securities and/or cash (or a letter of credit instead of cash) with instructions
to the Trustee to purchase Securities (see "Schedule of Portfolio Securities" in
Part A). The Trustee then immediately delivered to the Sponsor the units (the
"Units") comprising the entire ownership of the Trust as of the Date of Deposit.
The Sponsor, through this Prospectus, is offering the Units to the public.

The Trust consists of:

(1) the Securities listed under "Schedule of Portfolio Securities" as may
continue to be held from time to time in the Trust and

(2) any additional Securities and/or cash that the Trust acquires and holds
pursuant to the provisions of the Indenture and

(3) uninvested cash realized from the disposition of Securities.

Because the Trust may sell certain Securities, primarily to meet
redemptions, or reduce their percentage under certain circumstances, and because
the Trust may acquire additional Securities, the Trust is not expected to retain
for any length of time its present size and exact composition. See:
"Sponsor--Responsibility."

The Trust is not a "managed" registered investment company and Securities
will not be sold by the Trustee as a result of ordinary market fluctuations.
Therefore, neither the Trustee nor the Sponsor has the authority to manage the
Trust's assets in an attempt to take advantage of various market conditions to
increase the Trust's net asset value. Further, the Sponsor may direct the
disposition by the Trustee of Securities only upon the occurrence of certain
events. (See "Sponsor--Responsibility.")

There is no assurance that the Trust will declare or pay any dividends in
the future on the Securities initially deposited or to be deposited subsequently
in the Trust. Neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in the Securities. Dividend income is not an
objective of the Trust.

RISK FACTORS

MARKET RISKS

There can be no assurance that the objective of the Trust will be met
because the Securities may rise or fall in value, or pay dividends, depending on
the full range of economic and market influences affecting:

o the financial condition of issuers

o the prices of equity securities in general, and

o the stocks that this Trust buys in particular.

B-1
<PAGE>
If you invest in Units of the Trust, you should understand the risks
inherent in an investment in common stock. The risks of investing in common
stock include:

o the risk that the financial condition of one or more of the issuers of
the Securities may worsen;

o the risk that the issuer may reduce or eliminate a dividend;

o the risk that the general condition of the stock market may weaken; and

o the risk that the value of Units will decline as the market value of the
Securities decreases.

The Sponsor can not predict the direction or scope of any of these factors.
See the risks described in Part A of the Prospectus as well as those set forth
below.

FLUCTUATING SECURITY VALUE

Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:

o expectations regarding domestic and foreign economic, monetary and fiscal
policies,

o inflation and interest rates,

o currency exchange rates, economic expansion or contraction, and

o global or regional political, economic and banking conditions.

The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue. Therefore we can
give no assurance that the Trust will achieve its objective over its
approximately one-year life. We can likewise give no assurance that future
portfolios selected using the same methodology as the Trust during consecutive
one-year periods will meet their objectives. The Trust is not designed to be a
complete equity investment program.

PAYMENT RISKS

There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that holders of common and preferred stocks
have rights to receive payments from the issuers of those stocks. These rights
are generally inferior to those of creditors of, or holders of debt obligations
issued by, such issuers. Furthermore, the rights of holders of common stocks are
inferior to the rights of holders of preferred stocks. Holders of common stocks
of the type held in the Portfolio have a right to receive dividends only when,
as and if, and in the amounts, declared by the issuer's board of directors.
Holders of common stocks such as those in the Portfolio also have a right to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for.

By contrast, holders of preferred stocks have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors. This rate is normally on a cumulative basis. Holders of preferred
stocks do not ordinarily participate in other amounts available for distribution
by the issuing corporation. Issuing corporations must pay cumulative preferred
stock dividends before common stock dividends.

Any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks also have rights on liquidation which are senior to those of common
stocks. For these reasons, preferred stocks entail less risk than common stocks.
However, neither preferred nor common stocks represent an obligation or
liability of the issuer. Therefore, they do not offer any assurance of income or
provide the degree of protection of capital of debt securities.

The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (l) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity; the amount payable will be subject to
market fluctuations before the payment is made. Common stocks also differ from
preferred stocks which typically have a liquidation preference and which may
have stated optional or mandatory redemption provisions. Additionally, market
timing and volume trading will also affect the underlying value of Securities,
including the Sponsor's buying of additional Securities and the Trust's selling
of Securities during the Liquidation Period.

The value of the Units will fluctuate depending on all the factors that
have an impact on the economy and the equity markets. These factors similarly
impact on the ability of an issuer to distribute dividends. There is no
assurance that any dividends will be

B-2
<PAGE>
declared or paid in the future on the Securities. The Sponsor may direct the
Trustee to dispose of Securities only upon the occurrence of certain events.
(See "Sponsor--Responsibility"). However, the Trustee will not dispose of
Securities solely as a result of normal fluctuations in market value.

The Sponsor may deposit additional Securities and may continue to sell
Units of the Trust even though one or more of the Securities would not have been
selected for inclusion in the Portfolio if the selection was made on a date
after the initial date of deposit or if the Sponsor has a sell recommendation on
the Security.

DEFERRED SALES CHARGE

It is anticipated that Securities generally will not be sold to pay the
Deferred Sales Charge until after the last Deferred Sales Charge Deduction Date.
Unit holders will be at risk with respect to changes in the market value of
Securities between the accrual of each monthly deferred sales charge and the
actual sale of Securities to satisfy the payment of the Deferred Sales Charge.

EARLY TERMINATION

The Trust has a mandatory termination date set forth under Part A--"Summary
of Essential Information," but may be terminated earlier if certain events occur
(see "Termination"), including a reduction in the value of the Trust below the
value set forth under Part A--"Summary of Essential Information."

LITIGATION

The Sponsor does not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Portfolio, although pending litigation may have a material adverse effect
on the value of Securities in the Portfolio. In addition, at any time after the
initial date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in the Portfolio or the
issuers of the Securities. Changing approaches to regulation, particularly with
respect to the technology industry, may have a negative impact on certain
companies represented in the Portfolio. Future litigation, legislation,
regulation or deregulation may have a material adverse effect on the Portfolio
and may impair the ability of the issuers of the Securities to achieve their
business goals.

UNIT CREATION

DEPOSIT OF SECURITIES

On the date that the Trust was created, the Sponsor deposited with the
Trustee certain Securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the Units comprising the entire
ownership of the Trust.

Through this Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders" the "Unitholders" or the "Unit Holder," as the context
requires) will have the right to have their Units redeemed at a price based on
the market value of the Securities if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes to maintain. A
secondary market for Units is a market where Units are bought and sold after
their original issue. In addition, the Sponsor may offer for sale, through this
Prospectus, Units which the Sponsor may have repurchased in the secondary market
or upon the tender by a Unit Holder of Units for redemption. The Trustee has not
participated in the selection of Securities for the Trust. The Sponsor or the
Trustee will not be liable in any way for any default, failure or defect in any
Securities.

With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities." The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Sponsor--Responsibility."
Under the Indenture and Agreement, the Sponsor can deposit additional Securities
and contracts to purchase additional Securities together with a letter of credit
and/or cash or a letter of credit instead of cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units. Any such additional deposits made in the 90 day period
following the creation of the Trust will consist of securities of the same
issuers as those already in the Trust. These deposits will be in amounts which
maintain, to the extent practicable, the original proportionate relationship
between the number of shares of each Security and any cash in the Portfolio. It
may not be possible to maintain the exact original proportionate relationship
because of price changes or other reasons.

Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, Units, including previously issued Units, may represent more
or less of that Security and

B-3
<PAGE>
more or less of other Securities in the Portfolio of the Trust. This is because
the price of a Security fluctuates between the time the cash is deposited and
the time the cash is used to purchase the Security.

The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:

o any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and

o any interest not used to pay Trust expenses.

This Prospectus may be used to continuously offer additional Units for sale
to the public. After the 90 day period following the Initial Date of Deposit any
deposit of additional Securities and cash must replicate the portfolio exactly
as it was immediately before that deposit.

The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These acquisitions may tend to raise
the market prices of these Securities. To minimize the risk of price
fluctuations when purchasing Securities, the Trust may purchase Securities at
the closing price as of the Evaluation Time. To do so, the Trust may enter into
trades with unaffiliated broker/dealers for the purchase of large quantities of
shares. These trades will be entered into at an increased commission cost which
the Trust will bear. See "Summary of Essential Information." The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities because it does not know the actual volume of Securities
to be purchased and the supply and price of the Securities.

Units will be sold by the Sponsor to investors at the Public Offering Price
next computed after receipt of the investor's order to purchase Units, if Units
are available to fill orders on the day that that price is set. If Units are not
available or are insufficient to fill the order, the Sponsor will reject the
investor's order. The number of Units available may be insufficient to meet
demand. This may be because of the Sponsor's inability to or decision not to
purchase and deposit underlying Securities in amounts sufficient to maintain the
proportionate numbers of shares of each Security as required to create
additional Units. The Sponsor may, if unable to accept orders on any given day,
offer to execute the order as soon as enough Units can be created. You will be
deemed to have placed a new order for that number of Units each day until that
order is accepted. The Sponsor will execute your order, when Units are
available, at the Public Offering Price next calculated after the Sponsor
accepts your continuing order. You will, of course, be able to revoke your
purchase offer at any time prior to acceptance by the Sponsor. The Sponsor will
execute orders to purchase in the order it determines that they are received.
The Sponsor will first fill orders received first. However, the Sponsor will
accept indications of interest before the effectiveness of the registration of
the offering of Trust Units which become orders upon effectiveness according to
the order in which the Sponsor receives the indications of interest.

On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information." Thereafter, if you redeem any Units, the
amount of Securities in the Trust will decline and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the aggregate value of
the Securities in the Trust will increase by amounts allocable to such
Additional Units and the fractional undivided interest in the Trust will fall.
Units will remain outstanding until you or any Unit Holder, including the
Sponsor, redeem them upon tender to the Trustee, or until the termination of the
Trust on the terms specified in the Indenture and Agreement.

All of the Securities are publicly traded. The contracts to purchase
Securities deposited initially in the Trust are expected to settle in the
ordinary manner for such Securities. Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of Units purchased on the
date of this Prospectus. The Sponsor will receive the purchase price of the
Units before it pays for the Securities and will benefit from the use of the
cash during this period.

TAX STATUS OF THE TRUST

In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:

The Trust is not an association taxable as a corporation for Federal income
tax purposes. Income received by the Trust will be treated as income of the Unit
Holders in the manner set forth below.

Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. The total tax cost of each Unit
purchased solely for cash will equal the cost of Units, including the Initial
Sales Charge. A Unit Holder should determine the tax cost for each asset
represented by the Unit Holder's Units purchased solely for cash by allocating
the total cost for such Units, including the Initial Sales Charge, among the
assets in the Trust represented by the Units in proportion to the relative fair
market values thereof on the date the Unit Holder purchases such Units.

The proceeds actually received by a Unit Holder upon termination of the
Trust or redemption of Units will be net of the Deferred Sales Charge, the
Creation and Development Fee, and the charge for organizational expenses. The
relevant tax reporting forms sent to Unit Holders will also reflect the actual
amounts paid to them after deduction for the Deferred Sales Charge, the

B-4
<PAGE>
charge for organizational expenses, and the Creation and Development Fee.
Accordingly, you should not increase the total cost for your Units by the amount
of the Deferred Sales Charge and the charge for organizational expenses, or the
Creation and Development Fee.

You as a Unit Holder will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
such dividends including the portion of such dividend used to pay ongoing
expenses. In the case of a corporate Unit Holder, such dividends will qualify
for the 70% dividends received deduction for corporations to the same extent as
if the corporate Unit Holder held the dividend paying stock directly. You as an
individual Unit Holder who itemizes deductions will be entitled to an itemized
deduction for your pro rata share of fees and expenses paid by the Trust as if
you paid such fees and expenses directly. You are entitled to this deduction
only to the extent that this amount together with your other miscellaneous
deductions exceed 2% of your adjusted gross income. A corporate Unit Holder will
not be subject to this 2% floor.

Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for Securities so distributed will be
equal to your basis for the same Securities, previously represented by your
Units, before such distribution. The holding period for such Securities will
include the period during which you held the Units. You will have a taxable gain
or loss, which will be a capital gain or loss except in the case of a dealer,
when you dispose of such Securities in a taxable transfer.

Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation. These tax laws will treat the
income of the Trust as the income of the Unit Holders.

If the proceeds that the Distribution Agent or the Trustee receives upon
the sale of an underlying Security exceed your adjusted tax cost allocable to
the Security disposed of, you will realize a taxable gain to the extent of such
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of such difference. However, upon reinvestment of
proceeds in a New Series in connection with an exchange or rollover, the
Internal Revenue Service may seek to disallow such loss to the extent that
(l) the underlying securities in each trust are substantially identical and
(2) the purchase of units of the New Series takes place less than thirty-one
days after the sale of the underlying Security. Under the Federal Tax Code,
capital gain of individuals, estates and trusts from Securities held for more
than one year is subject to a maximum nominal tax rate of 20%. Such capital gain
may, however, result in a disallowance of itemized deductions and/or affect a
personal exemption phase-out. The maximum lower capital gain rate of 20% will be
unavailable to you with respect to those Securities which you have held for less
than a year and a day at the time of sale. This includes sales occasioned by
mandatory or early termination of the Trust or exchange or rollover of Units.

From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. This type of legislation, if enacted into law,
would reduce the after-tax return to investors who can take advantage of the
deduction.

Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower applicable treaty
rate) on dividend distributions.

You should consult your tax advisor with respect to the application of the
above general information to your own personal situation.

RETIREMENT PLANS

Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. If you are considering participation in any such plan you should review
specific tax laws and pending legislation relating to the plan and should
consult attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.

PUBLIC OFFERING OF UNITS

PUBLIC OFFERING PRICE

The Public Offering Price of the Units is calculated on each business day
by the following formula: the aggregate market value of the Portfolio Securities
and other Trust assets, as determined by the Trustee, next computed after
receipt of a purchase order is reduced by Trust liabilities and then divided by
the number of Units outstanding. The sales charge shown in the table in the
Volume Discount section is added to the net asset value per Unit. The Units
outstanding may be split to create greater or fewer units (a reverse split). The
Sponsor will add to the Public Offering Price commissions and any other
transactional costs, if any, in connection with the deposit of additional
Securities or contracts to purchase additional Securities for the creation of
Additional

B-5
<PAGE>
Units. After the Initial Date of Deposit, the Sponsor will add to the Public
Offering Price a proportionate share of amounts in the Income Account and
Principal Account and amounts receivable in respect of stocks trading
ex-dividend, other than money required to be distributed to Unit Holders on a
Distribution Date and money required to redeem tendered Units. In the event a
stock is trading ex-dividend at the time of deposit of additional Securities,
the Sponsor will add to the Public Offering Price an amount equal to the
dividend that would be received if such stock were to receive a dividend. The
Public Offering Price per Unit is calculated to five decimal places and rounded
up or down to three decimal places. The Public Offering Price on any particular
date will vary from the Public Offering Price on the Initial Date of Deposit,
set forth in the "Summary of Essential Information" in accordance with:

o fluctuations in the aggregate market value of the Securities

o the amount of available cash on hand in the Trust

o the amount of Trust fees, expenses and liabilities.

A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs include:

o the cost of the preparation of documents relating to the Trust

o federal and state registration fees

o the initial fees and expenses of the Trustee

o legal expenses

o any other out-of-pocket expenses.

The Sponsor will receive the estimated organization costs as of the close
of the initial offering period.

As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on the closing price of the
Securities on the day it makes the valuation as described under "Rights of Unit
Holders--Computation of Redemption Price Per Unit." If there are no such
reported prices, the Trustee takes into account the same factors referred to
under "Rights of Unit Holders--Computation of Redemption Price Per Unit."
Determinations are effective for transactions effected after the last preceding
determination.

SALES CHARGE

The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 1,000 Units from the total sales charge. The Initial Sales Charge
that a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $20.00 per 1,000 Units but will decline each month by one
tenth. The Deferred Sales Charge will be paid through monthly payments of $2.00
per 1,000 Units per month commencing on the first Deferred Sales Charge Payment
Date shown on the Summary of Essential Information. If the Unit price exceeds
$1.00 per Unit, the Deferred Sales Charge will be less than 2.0%; if the Unit
price is less than $1 per Unit, the Deferred Sales Charge will exceed 2.0%. To
the extent that the entire Deferred Sales Charge relating to your Units has not
been paid at the time of repurchase, redemption or exchange of the Units, any
unpaid amount will be deducted from the sale, redemption or exchange proceeds or
in calculating an in kind distribution.

For purchases of Units with a value of $50,000 or more, we will reduce the
Initial Sales Charge on a graduated basis as shown below under "Volume
Discount." Units purchased pursuant to the Reinvestment Program are subject only
to any remaining Deferred Sales Charge payments; see "Reinvestment Program."
Unit Holders investing the proceeds of distribution from a previous terminating
Series of National Equity Trust Unique Opportunities Trust, upon purchase of
Units of the Trust, will be subject only to the Deferred Sales Charge on such
Units. If you acquire Units of the Trust pursuant to an exchange of units of a
different unit investment trust you will not have to pay an initial sales charge
at the time of the exchange. However, these Units acquired will be subject to
the Deferred Sales Charge.

PUBLIC DISTRIBUTION

During the initial public offering period (i) for Units issued on the Date
of Deposit and (ii) for additional Units issued after that date in respect of
additional deposits of Securities, Units will be distributed to the public by
the Sponsor and through dealers at the Public Offering Price, calculated on each
business day. The initial offering period is 90 days unless all Units are sold
beforehand in which case the initial public offering period will terminate. The
initial public offering period may be extended by the Sponsor so long as
additional deposits are being made or Units remain unsold. Upon termination of
the initial offering period, in

B-6
<PAGE>
each case, unsold Units or Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this Prospectus at the then
current Public Offering Price calculated daily.

The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in respect of additional
deposits of Securities. The Sponsor will sell Units to dealers at prices which
reflect the concession listed in the Volume Discount section. They may offer to
the public unsold Units or Units acquired by the Sponsor in the secondary market
referred to below, by this Prospectus at the then current Public Offering Price
determined as provided above.

The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. The Sponsor reserves the right to
reject, in whole or in part, any order for the purchase of Units.

In addition, sales of Units may be made pursuant to distribution
arrangements with certain banks. These banks are subject to regulation by the
Office of the Comptroller of the Currency and are acting as agents for their
customers. A portion of the sales charge that these customers pay is retained by
or remitted to these banks in an amount equal to the amount customarily received
by an agent for acting in that capacity in connection with the purchase of
Units.

SECONDARY MARKET

While not obligated to do so, the Sponsor presently intends to maintain a
secondary market for Units. If the Sponsor maintains the market it will offer to
repurchase Units from Unit Holders at the Sponsor's Repurchase Price. The
Sponsor computes the Repurchase Price in the same manner as the Redemption Price
is calculated. The Sponsor, of course, does not in any way guarantee the
enforceability, marketability or price of any Securities in the Portfolio or of
the Units.

In addition, after the initial offering period, the Sponsor's Repurchase
Price will be reduced to reflect the estimated costs of liquidating the
Securities to meet redemption requests. The only sales charge incurred when a
Unit Holder sells Units back to the Sponsor is the payment of the unpaid portion
of the Deferred Sales Charge. The Sponsor may reoffer to the public any Units
repurchased by the Sponsor at the Sponsor's Repurchase Price. The reoffering
price will be the then current Public Offering Price. The Sponsor will bear any
profit or loss resulting from the resale of these Units.

The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. In such event, although under
no obligation to do so, the Sponsor may, as a service to you, offer to
repurchase Units at the "Redemption Price." You may redeem your Units through
the Trustee.

The Sponsor may, of course, redeem any Units that it has purchased in the
secondary market to the extent that it determines that it is undesirable to
continue to hold these Units in its inventory. Factors which the Sponsor will
consider in making this determination will include the number of units of all
series of unit trusts which it has in its inventory, the saleability of these
units and its estimate of the time required to sell these units and general
market conditions.

PROFIT OF SPONSOR

The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit or sustained a loss on the
deposit of the Securities in the Trust. This profit or loss represents the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of such difference on the Initial Date of Deposit see "Schedule of Portfolio
Securities." The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Securities. In addition, the Sponsor may have acted
as a broker in transactions relating to the purchase of Securities for deposit
in the Trust. During the initial public offering period the Sponsor may realize
additional profit or sustain a loss due to daily fluctuations in the prices of
the Securities in the Trust and thus in the Public Offering Price of Units the
Sponsor receives. If the Sponsor receives cash from the Unit Holders before the
settlement date for the purchase of Units or before the payment for Securities
upon their delivery, the Sponsor may use the cash in the Sponsor's business and
may benefit from the use of the cash.

The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells such Units or the prices
at which the Sponsor redeems such Units, as the case may be.

VOLUME DISCOUNT

Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced. The Sponsor
may also discontinue the discount altogether.

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<PAGE>
The sales charge for the Trust in the primary market will be reduced
pursuant to the following graduated scale for sales to any person of Units with
a value of $50,000 or more. The sales charge in the secondary market, which will
decline as shown on the following graduated scale, consists of an Initial Sales
Charge and the remaining portions of the Deferred Sales Charge.

<TABLE>
<CAPTION>
SECONDARY MARKET
PRIMARY MARKET DEALER CONCESSION INITIAL SALES CHARGE
------------------------------------------------ ----------------- -----------------------------
PERCENT OF PERCENT OF DEFERRED PERCENT OF PERCENT OF PERCENT OF
PUBLIC OFFERING NET AMOUNT SALES CHARGE PUBLIC OFFERING PUBLIC OFFERING NET AMOUNT
PURCHASES PRICE INVESTED PER 1,000 UNITS PRICE PRICE INVESTED
--------------------- --------------- ---------- --------------- ----------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Less than $50,000.... 3.00% 3.030% $ 20.00 2.35% 1.00% 1.010%
$50,000-$99,999...... 2.75% 2.771% $ 20.00 2.15% 0.75% 0.756%
s$100,000-$249,999... 2.25% 2.256% $ 20.00 1.65% 0.50% 0.503%
$250,000 or more..... * * $ 20.00 1.45% 0.25% 0.251%
</TABLE>

------------------
* Deferred Sales Charge only.

The reduced sales charges as shown on the chart above will apply to all
purchases of Units in any fifteen-day period which qualify for the volume
discount by the same person, partnership or corporation, other than a dealer, in
the amounts stated herein, and for this purpose, purchases of Units of this
Trust will be aggregated with concurrent purchases of units of any other trust
that may be offered by the Sponsor.

Units held in the name of your spouse or in the name of your child under
the age 21 or in the name of an entity controlled by you are deemed for the
purposes hereof to be acquired in your name. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation purchasing Units for a single trust estate or single fiduciary
account.

EMPLOYEE DISCOUNT

The Sponsor intends, at the discretion of the Sponsor, to permit employees
of Prudential Securities Incorporated and its subsidiaries and affiliates to
purchase Units of the Trust at a price equal to the net asset value of the
Securities in the Trust divided by the number of Units outstanding plus a
reduced sales charge equal to the Deferred Sales Charge per Unit, subject to a
limit of 5% of the Units.

RIGHTS OF UNIT HOLDERS

OWNERSHIP OF UNITS

You are required to hold your Units in uncertificated form. The Trustee
will credit your account with the number of Units you hold. Units are
transferable only on the records of the Trustee upon presentation of evidence
satisfactory to the Trustee for each transfer. Any sums payable for taxes or
other governmental charges imposed upon these transactions must be paid by you
and you must comply with the formalities necessary to redeem Units.

CERTAIN LIMITATIONS

The death or incapacity of any Unit Holder will not operate to terminate
the Trust. Your death or incapacity will not entitle your legal representatives
or heirs to claim an accounting or to take any other action or proceeding in any
court for a partition or winding up of the Trust.

VOTING OF THE PORTFOLIO SECURITIES

No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust as prescribed in the
Indenture. Unit Holders have no right to control the operation or administration
of the Trust in any manner.

B-8
<PAGE>
DISTRIBUTION

Cash amounts received by the Trust will be distributed as set forth below
on a pro rata basis to Unit Holders of record as of the preceding Record Date.
All distributions will be net of applicable expenses and funds required for the
redemption of Units. Because the expenses of the Trust may exceed the dividend
income received by the Trust there can be no assurance that there will be any
amounts available for distribution to Unit Holders.

Whenever regulatory or tax purposes require or wherever the Sponsor
directs, the Trustee may make special distributions on special distribution
dates to Unit Holders of record on special record dates that the Trustee
declares. Distributions for the account of beneficial owners of Units registered
in "street name" that the Sponsor holds will be made to the investment account
of such beneficial owners maintained with the Sponsor.

The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. The Trustee credits to a Principal Account
other receipts, including (1) return of investment and gain and (2) amounts
received upon the sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the Securities in the
Portfolio. The Trust will distribute the following to each Unit Holder as of a
Record Date on the next following Distribution Date or shortly thereafter.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the second Distribution Date following their
purchase of Units. The Record Dates and the Distribution Dates are set forth in
Part A of this Prospectus. See "Summary of Essential Information." The
distribution shall consist of:

o an amount approximately equal to the dividend income per Unit, after
deducting estimated expenses, if any, plus

o your pro rata share of the distributable cash balance of the Principal
Account.

The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the distribution date following
receipt of them. The Trustee does not need to make a distribution from the
Principal Account if the balance therein is less than $1.00 per 1,000 Units
outstanding. Funds the Trustee holds in the various accounts created under the
Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding such funds which are interest bearing to it.

As of each Record Date, the Trustee will deduct from the Income Account
and, to the extent funds are not sufficient therein, from the Principal Account,
amounts necessary to pay the expenses of the Trust. (See "Expenses and
Charges.") The Trustee may also withdraw from these accounts, from time to time,
the amounts, if any, as it deems necessary to establish a reserve for any taxes
or other governmental charges payable out of the Trust. Amounts so withdrawn
shall not be considered a part of a Trust's assets for purposes of determining
the amount of distributions until such time as the Trustee shall return all or
any part of those amounts to the appropriate account. In addition, the Trustee
may withdraw from the Income Account and the Principal Account those amounts as
may be necessary to cover redemption of Units by the Trustee. (See "Rights of
Unit Holders.")

It is anticipated that the deferred sales charge will reduce the Principal
Account and that amounts in the Principal Account will be sufficient to cover
the cost of the deferred sales charge. Distributions of amounts necessary to pay
the deferred portion of the sales charge will be made to an account maintained
by the Trustee for purposes of satisfying Unit Holders' deferred sales charge
obligations. Although the Sponsor has the right to collect the deferred sales
charge monthly, in order to keep Unit Holders as fully invested as possible, it
is anticipated that no Securities will be sold to pay the deferred sales charge
to the Sponsor until after the Termination Date set forth in the Summary of
Essential Information.

The Trustee will follow a policy that it will place Securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider the furnishing of
statistical and research information to it by any of the securities dealers
through which the Trustee executes transactions.

TENDER OF UNITS FOR REDEMPTION

Units may be tendered to the Trustee for redemption at its unit investment
trust office at 101 Barclay Street, New York, New York 10286, upon delivery of a
request for redemption and payment of any relevant tax. No redemption fee will
be charged by the Sponsor or the Trustee. Units redeemed by the Trustee will be
cancelled.

You must have your signature guaranteed by an officer of a national bank or
trust company or by a member firm of either the New York, Midwest or Pacific
Stock Exchanges. In certain instances the Trustee may require additional
documents such as, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.

Within seven calendar days following such tender, or if the seventh
calendar day is not a business day, on the first business day prior thereto, you
will be entitled to receive in kind an amount for each Unit tendered equal to
the Redemption Price per Unit computed as of the Evaluation Time set forth in
the "Summary of Essential Information" in Part A on the date of tender (see
"Rights of Unit Holders--Computation of Redemption Price per Unit"). The "date
of tender" is deemed to be the day on which Units are received by the Trustee.
For Units received after the Evaluation Time, the date of tender is the next day
on which the New York

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<PAGE>
Stock Exchange is open for trading, and these Units will be deemed to have been
tendered to the Trustee on that day for redemption at the Redemption Price
computed on that day.

The Trustee will redeem Units in kind. You will be able (except during a
period described below), not later than the seventh calendar day following the
tender of Units (or if the seventh calendar day is not a business day on the
first business day prior thereto), to receive in kind an amount per Unit equal
to the Redemption Price per Unit as determined as of the day of tender. In kind
distributions (the "In Kind Distribution") will take the form of whole shares of
Securities. Cash will be distributed instead of fractional shares. The cash and
the whole shares will aggregate an amount equal to the Redemption Price per
Unit.

Distributions in kind on redemption of Units shall be held by The Bank of
New York, as Distribution Agent, whom you shall be deemed to have designated as
your agent upon purchase of a Unit, for the account of, and for disposition in
accordance with the instructions of, the Unit Holder as follows:

o The Distribution Agent shall sell the In Kind Distribution as of the
close of business on the date of tender or as soon thereafter as possible
and remit to you no later than seven days thereafter the net proceeds of
sale, after deducting brokerage commissions and transfer taxes, if any,
on the sale unless you request a distribution of the Securities as set
forth in the paragraph below. The Distribution Agent may sell the
Securities through the Sponsor, and the Sponsor may charge brokerage
commissions on those sales.

o If you request distribution in kind and tender Units with a value in
excess of $125,000, the Trustee shall sell any portion of the In Kind
Distribution represented by fractional interests in shares in accordance
with the foregoing and distribute the net cash proceeds plus any
distributable cash to you together with certificates representing whole
shares of each of the Securities comprising the In Kind Distribution. (In
a case in which you request a distribution in kind, the Trustee may,
instead of distributing Securities in kind to you, offer the Sponsor the
opportunity to acquire the tendered Units in exchange for the number of
shares of each Security and cash which you are otherwise entitled to
receive from the Trust. The federal income tax consequences to you would
be identical in either case.)

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. In
addition, in implementing the redemption procedures described above, the Trustee
and the Distribution Agent shall make any adjustments necessary to reflect
differences between the Redemption Price of the Units and the value of the In
Kind Distribution in whole shares as of the date of tender. To the extent that
Units are redeemed, the size of the Trust will be reduced.

The right of redemption may be suspended and payment of the Redemption
Price per Unit postponed for more than seven calendar days following a tender of
Units for redemption for any period during which the New York Stock Exchange is
closed, other than for weekend or holiday closing, or trading on that Exchange
is restricted or during which (as determined by the Securities and Exchange
Commission) an emergency exists as a result of which a disposal or evaluation of
the Securities is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Neither the Trustee nor
the Sponsor is liable to any person or in any way for any loss or damage that
may result from any such suspension or postponement.

PURCHASE BY THE SPONSOR OF UNITS TENDERED FOR REDEMPTION

The Indenture requires that the Trustee notify the Sponsor of any tender of
Units for redemption. So long as the Sponsor is maintaining a secondary market
for Units, the Sponsor, before the close of business on the day of tender, may
purchase any Units tendered to the Trustee for redemption by making payment for
the Units in an amount not less than the Redemption Price and not later than the
day on which the Units would otherwise have been redeemed by the Trustee, i.e.,
you will receive the Redemption Price from the Sponsor within 7 days of the date
of tender (see "Public Offering of Units--Secondary Market"). Units held by the
Sponsor may be tendered to the Trustee for redemption as any other Units. The
offering price of any Units resold by the Sponsor will be the Public Offering
Price determined in the manner provided in this Prospectus (see "Public Offering
of Units--Public Offering Price"). Any profit resulting from the resale of such
Units will belong to the Sponsor, which likewise will bear any loss resulting
from a reduction in the offering or redemption price after its acquisition of
those Units (see "Public Offering of Units--Profit of Sponsor").

COMPUTATION OF REDEMPTION PRICE PER UNIT

The Redemption Price per Unit of the Trust is determined by the Trustee as
of the Evaluation Time on the date any such determination is made. The Trust
Evaluation per Unit is determined as of the Evaluation Time stated under
"Summary of Essential Information." The Redemption Price per Unit is your pro
rata share, determined by the Trustee, of:

o the aggregate value of the Securities in the Trust,

o cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend as of the date of computation and

o any other assets of the Trust, less

o amounts representing taxes and governmental charges payable out of the
Trust,

o liabilities of the Trust,

o the accrued but unpaid expenses of the Trust and accrued Deferred Sales
Charges and the Deferred Sales Charge balance, and

o cash held for distribution to Unit Holders of record as of the date prior
to the evaluation.

B-10
<PAGE>
The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:

o the evaluation is generally based on the closing prices as of the
Evaluation Time on the exchange where the Security is listed or in the
over the counter market or, if unavailable, based on the bid prices of
that time (unless the Trustee deems these prices inappropriate as a basis
for valuation).

If the current closing or bid price is unavailable, the Trustee shall use
any of the following methods which the Trustee deems appropriate to value
Securities:

o on the basis of current bid prices for comparable securities,

o by appraising the value of the Securities on the bid side of the market
or by such other appraisal deemed appropriate by the Trustee,

o on the basis of the last trade price of the Security or

o by any combination of the above, each as of the Evaluation Time.

EXCHANGE OPTION

You may elect to exchange any or all of your Units of this Series of the
National Equity Trust for units of one or more of any other Series in the
Prudential Securities Incorporated family of unit investment trusts or for any
units of any additional trusts that may from time to time be made available by
the Sponsor (the "Exchange Trusts").

This exchange is implemented by a sale of Units and a purchase of the units
of an Exchange Trust. You may acquire these units at prices based on a reduced
sales charge per unit. The purpose of such reduced sales charge is to permit the
Sponsor to pass on to the Holder who wishes to exchange units the cost savings
resulting from such exchange. The cost savings result from reductions in time
and expense related to advice, financial planning and operational expense
required for the Exchange Option.

Each Exchange Trust has different investment objectives. You should read
the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective before exercise of this option.

This option will be available provided that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the jurisdiction in which the Unit Holder is a resident. While the
Sponsor presently intends to maintain a secondary market for the units of
Exchange Trusts, there is no obligation on its part to do so. Therefore, we do
not promise that a market for units will in fact exist on any given date in
which you wish to sell or exchange Units. Thus, we do not promise that the
Exchange Option will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option. The Sponsor will give sixty
days notice before the date of the termination of or a material amendment to the
Exchange Option. However, the Sponsor will not have to give notice in certain
circumstances approved by the Securities and Exchange Commission. In the event
the Exchange Option is not available to you at the time you wish to exercise
such option, we will immediately notify you and we will not take any action with
respect to your tendered Units without further instruction from you.

To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
his desire to exchange his Units for one or more units of the Exchange Trusts.
Upon the exchange of Units of the Trust, any Deferred Sales Charge balance will
be deducted from the exchange proceeds. If units of the applicable outstanding
series of the Exchange Trust are at that time available for sale, the Unit
Holder may select the series or group of series for which he desires his Units
to be exchanged. The Unit Holder will be provided with a current prospectus or
prospectuses relating to each series in which he indicates interest.

Units of the Exchange Trust trading in the secondary market maintained by
the Sponsor, if so maintained, will be sold to the Unit Holder at a price equal
to the aggregate bid side evaluation per unit of the securities in that
portfolio and the applicable sales charge of $15 per unit of the Exchange Trust
for a trust with a 1 unit minimum purchase. The reduced sales charge for units
of any Exchange Trust acquired during the initial offering period for such units
will result in a price for such units equal to the offering side evaluation per
unit of the securities in the Exchange Trust's portfolio plus accrued interest,
if any, plus a reduced sales charge of $25 per Exchange Trust unit.

You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange (2) and the amount representing the units being acquired up to the next
highest number of whole units.

B-11
<PAGE>
Unit Holders of any registered unit investment trust, other than Prudential
Securities Incorporated sponsored trusts, which was initially offered at a
minimum applicable sales charge of 3.0% of the public offering price exclusive
of any applicable sales charge discounts, may elect to apply the cash proceeds
of sale or redemption of those units directly to acquire units of any Exchange
Trust trading in the secondary market at the reduced sales charge of $20 per
Unit, subject to the terms and conditions applicable to the Exchange Option.
Units of any Exchange Trust acquired during the initial offering period for such
units may be sold at a price equal to the ask side evaluation per unit of the
securities in the Portfolio plus a reduced sales charge of $25 per unit. To
exercise this option, you should notify your retail broker. You will be given a
prospectus of each series in which you indicate interest, units of which are
available. The Sponsor reserves the right to modify, suspend or terminate the
option at any time without further notice, including the right to increase the
reduced sales charge applicable to this option (but not in excess of $5 more per
unit than the corresponding fee then charged for a unit of an Exchange Trust
which is being exchanged).

For example, assume that a Unit Holder, who has three units of a Trust with
a 4.25% sales charge and a current price of $1,000 per unit, sells his units and
exchanges the proceeds for units of a series of an Exchange Trust with a current
price of $950 per unit and an ordinary sales charge of 4.25%. The proceeds from
the Unit Holder's units will aggregate $3,300. Since only whole units of an
Exchange Trust may be purchased under the Exchange Option, the Holder would be
able to acquire four units in the Exchange Trust for a total cost of $3,860
($3,800 for units and $60 for the $15 per unit sales charge) by adding an extra
$560 in cash. Were the Unit Holder to acquire the same number of units at the
same time in the regular secondary market maintained by the Sponsor, the price
would be $3,968.68 [$3,800 for the units and $168.68 for the 4.25% sales charge
(4.439% of the net amount invested)].

FEDERAL INCOME TAX CONSEQUENCES

An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange Units for units of any series of the Exchange
Trusts which are grantor trusts for U.S. federal income tax purposes, the
Internal Revenue Service may seek to disallow any loss incurred upon such
exchange to the extent that (1) the underlying securities in each Trust are
substantially identical and (2) the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. You are
advised to consult your own tax advisor as to the tax consequences of exchanging
Units in your particular case.

REINVESTMENT PROGRAM

You may elect to automatically reinvest the distributions with respect to
your Units in additional Units of the Trust. A Unit Holder holding Units in
"street name" may participate in the Trust's reinvestment program by contacting
his broker, dealer or financial institution. You may participate in the Trust's
reinvestment program by filing with the Trustee a written notice of election.
The Trustee must receive your completed notice of election to participate in the
Program at least ten days before the Record Date applicable to any distribution
in order for the Program to be in effect as to that distribution. You may modify
or revoke elections on similar notice.

The Trustee will use such distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:

(1) The Trustee may use the distributions to purchase Units of this
Series of the Trust in the Sponsor's inventory. The purchase price payable
by the Trustee for each of such Units will be equal to the applicable Trust
evaluation per Unit on or as soon as possible after the close of business
on the Distribution Date. The Trustee will issue or credit the Units
purchased to the accounts of Unit Holders participating in the Program.

(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described
above in Part B. The Sponsor will deposit the additional Securities with
any necessary cash with the Trustee in exchange for new Units. The Trustee
may then use the distributions to purchase the new Units from the Sponsor.
The price for such new Units will be the applicable Trust evaluation per
Unit on or as soon as possible after the close of business on the
Distribution Date. See "Public Offering of Units-Public Offering Price."

A reinvestment unit will be charged the remaining deferred sales charge but
the purchase price of the reinvestment unit will be credited by the amount of
the remaining deferred sales charge at the time of reinvestment.

The Units purchased by the Trustee will be issued or credited to the
accounts of Unit Holders who participate in the Program. The Sponsor may
terminate the Program if it does not have sufficient Units in its inventory or
if it is no longer practical to create additional Units. The cost of
administrating the reinvestment program will be borne by the Trust and thus will
be borne indirectly by all Unit Holders.

B-12
<PAGE>
EXPENSES AND CHARGES

ORGANIZATION COSTS

You and the other unit holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:

o the cost of the preparation, printing and execution of the Indenture,
Registration Statement and other documents relating to the Trust

o Federal and State registration fees and costs

o the initial fees and expenses of the Trustee

o legal and auditing expenses.

The Sponsor will pay advertising and selling expenses at no cost to the
Trust.

TRUST FEES AND EXPENSES

The Trust fees and expenses are estimated in Part A. If the actual expenses
exceed the estimate, the actual amount will be charged to the Trust. The
Sponsor's fee (the "Supervisory Fee"), earned for portfolio supervisory
services, is based upon the largest number of Units outstanding during the life
of the Trust. The Sponsor's fee as set forth in "Summary of Essential
Information" may exceed the actual costs of providing portfolio supervisory
services for this Trust. At no time will the total amount the Sponsor receives
for portfolio supervisory services rendered to all series of the National Equity
Trust in any calendar year exceed the aggregate cost to it of supplying such
services in such year.

Under the Indenture and Agreement, for its services as Trustee and
evaluator, the Trustee receives an annual fee in the amount set forth in
"Summary of Essential Information." The Trustee's fee and the Trust expenses
accrue daily and are payable quarterly on or before each Distribution Date from
the Income Account, to the extent funds are available, and thereafter from the
Principal Account. Such Trustee's fee may be increased without approval of the
Unit Holders in proportion to increases under the classification "All Services
Less Rent" in the Consumer Price Index published by the United States Department
of Labor but such fee will not be increased in excess of increases in the
Trustee's costs. In addition to the Trustee's fee, the Trustee receives income
to the extent that it holds funds on deposit in various accounts which are
non-interest bearing to Unit Holders created under the Indenture.

CREATION AND DEVELOPMENT FEE

The Sponsor may also realize a profit through receipt of the Creation and
Development Fee. This fee compensates the Sponsor for the creation and
development of the Trust including determining the Trust's objective and
policies, Portfolio composition and size and selection of service providers and
information services and for providing other similar administrative and
ministerial functions. The fee is 0.25% per annum collected monthly of the net
asset value and in no event will the Sponsor collect over the life of the Trust
a fee of more than 0.75% of a Unit Holder's initial investment. No portion of
the Creation and Development Fee is applied to the payment of distribution
expenses or as compensation for sales efforts.

OTHER CHARGES

The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:

o fees of the Trustee for extraordinary services

o expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated

o various governmental charges

o expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of the Unit Holders

o indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without negligence, bad
faith, willful malfeasance or willful misconduct on its part or reckless
disregard of its obligations and duties

o indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as Sponsor or Depositor under the Agreement without
gross negligence, bad faith, willful malfeasance or willful misconduct or
reckless disregard of its obligations and duties

o expenditures incurred in contacting Unit Holders upon termination of the
Trust, and

o to the extent then lawful, expenses (including legal, auditing and
printing expenses) of maintaining registration or qualification of the
Units and/or the Trust under Federal or State securities laws so long as
the Sponsor is maintaining a market for the Units.

B-13
<PAGE>
PAYMENT

The fees and expenses set forth herein are payable out of the Trust. When
the Trustee pays them or when they are owed to the Trustee, they are secured by
a lien on the Trust. If the balances in the Income and Principal Account are
insufficient to provide for amounts payable by the Trust, the Trustee has the
power to sell Securities to pay those amounts. To the extent that the Trustee
sells Securities, the size of the Trust will decline and the proportions of the
Securities may change. Such sales might be required at a time when Securities
would not otherwise be sold. These sales might result in lower prices than might
otherwise be realized. Moreover, due to the minimum lot size in which Securities
may be required to be sold, the proceeds of such sales may exceed the amount
necessary for the payment of such fees and expenses.

ADMINISTRATION OF THE TRUST

REPORTS AND RECORDS

With each distribution, the Trustee will furnish to the Unit Holders a
statement of the amount of dividends and other receipts, if any, distributed,
expressed in each case as a dollar amount per Unit.

Within a reasonable time after the end of each calendar year, the Trustee
will furnish to each person who was a Unit Holder of record at any time during
the calendar year a statement setting forth:

1. As to the Income Account:

o dividends and other cash amounts received

o deductions for payment of applicable taxes and for fees and expenses
of the Trust and for redemptions of Units

o the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each Unit outstanding on the last
business day of such calendar year;

2. As to the Principal Account:

o the dates of disposition and identity of any Securities and the net
proceeds received therefrom

o deductions for payments of applicable taxes, for fees and expenses
of the Trust, for portions of the Deferred Sales Charge and amounts
necessary to redeem Units, and

3. And the following information:

o a list of the Securities held as of the last business day of the
calendar year;

o the number of Units outstanding as of the last business day of such
calendar year;

o the Redemption Price Unit based on the last Evaluation made during
such calendar year; and

o the amounts actually distributed during such calendar year from the
Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on
the Record Dates for such distributions.

The accounts of the Trust may be audited not less frequently than annually
by independent certified public accountants designated by the Sponsor, and the
report of such accountants will be furnished by the Trustee to Unit Holders upon
request.

The Trustee shall keep available for inspection by Unit Holders at all
reasonable times during usual business hours, books of record and account of its
transactions as Trustee, including records of the names and addresses of Unit
Holders, a current list of Securities in the Portfolio and a copy of the
Indenture.

AMENDMENT

The Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement frrom time to time without the consent of any of the
Unit Holders

o to cure any ambiguity or to correct or supplement any provision contained
therein which may be defective or inconsistent with any other provision
contained therein;

o to change any provision thereof as the Securities and Exchange Commission
or any successor governmental agency exercising similar authority may
require;

o to make such other provision in regard to matters or questions arising
thereunder as shall not adversely affect the interest of the Unit
Holders.

B-14
<PAGE>
The parties to the Indenture and Agreement may also amend that document
from time to time or they may waive the performance of any of the provisions of
the Indenture and Agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture and
Agreement or of modifying in any manner the rights of the Unit Holders, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive any provision thereof,
so as to (1) increase the number of Units issuable in respect of the Trust above
the aggregate number specified in Part 2 of the Agreement or such lesser amount
as may be outstanding at any time during the term of the Indenture except as the
result of the deposit of additional Securities, as therein provided, or reduce
the relative interest in the Trust of any Unit Holder without his consent,
(2) permit the deposit or acquisition thereunder of securities or other property
either in addition to or in substitution for any of the Securities except in the
manner permitted by the Trust Indenture as in effect on the date of the first
deposit of Securities or permit the Trustee to vary the investment of Unit
Holders or to empower the Trustee to engage in business or to engage in
investment activities not specifically authorized in the Indenture as originally
adopted or (3) adversely affect the characterization of the Trust as a grantor
trust for federal income tax purposes. In the event of any amendment requiring
the consent of Unit Holders, the Trustee is obligated to promptly notify all
Unit Holders of the substance of this amendment.

TERMINATION

The Trust may be terminated at any time by the consent of the holders of
51% of the Units or by the Trustee upon the direction of the Sponsor when the
aggregate net value of all Trust assets is less than 40% of the Securities
deposited in the Trust on the Date of Deposit and subsequent thereto. However,
in no event may the Trust continue beyond the Termination Date set forth under
"Summary of Essential Information" in Part A. In the event of termination,
written notice thereof will be sent by the Trustee to all Unit Holders.

TERMINATION OPTIONS

The Trust will terminate on the Termination Date set forth in the Summary
of Essential Information, approximately one year after the Date of Deposit
(unless terminated earlier as set forth above). A Unit Holder's Units will be
redeemed in kind on the Termination Date by distribution of the Unit Holder's
pro rata share of the Securities and any cash in the Portfolio of the Trust on
that date to the Distribution Agent who will act as agent for that Unit Holder.

SECURITIES DISPOSITION OPTIONS--A Unit Holder who so elects by notifying
the Trustee prior to the Termination Date of the Trust will have the Securities
received on the Termination Date disposed of on behalf of a Unit Holder by the
Distribution Agent in accordance with one or more of the following three options
as elected by a Unit Holder:

1. to have such underlying Securities distributed in kind no later
than the business day next following the Termination Date. Unit Holders
will incur brokerage costs when selling those Securities;

2. to receive the Unit Holder's pro rata share of the cash received
by the Distribution Agent (less expenses) upon the sale by the Distribution
Agent of the underlying Securities attributable to Unit Holders electing
this option over a period not to exceed 10 business days commencing on the
Termination Date. Amounts received by the Distribution Agent over such 10
business day period representing the proceeds of the underlying Securities
sold will be held by The Bank of New York in accounts which are
non-interest bearing to Unit Holders and which are available for use by The
Bank of New York pursuant to normal banking procedures and will be
distributed to Unit Holders within 5 business days after the settlement of
the trade for the last Security to be sold; and

3. to invest the proceeds from the sale of the underlying Securities
attributable to Unit Holders electing this option, as received by the
Distribution Agent upon the sale of those underlying Securities over a
period not to exceed 10 business days commencing on the Termination Date,
in units of a subsequent series of National Equity Trust as designated by
the Sponsor (the "New Series") if the New Series is offered at such time.
The units of a New Series will be purchased by the Unit Holder upon the
settlement of the trade for the last Security to be sold. Such purchaser
will be entitled to a reduced sales load upon the purchase of units of the
New Series. It is expected that the terms of the New Series will be
substantially the same as the terms of the Trust described in this
Prospectus, and that similar options in a subsequent series of the Trust
will occur in each New Series of the Trust approximately one year after
that New Series' creation. The availability of this option does not
constitute a solicitation of an offer to purchase units of a New Series or
any other security. A Unit Holder's election to participate in this option
will be treated as an indication of interest only. At any time before to
the purchase by the Unit Holder of units of a New Series, the Unit Holder
may change his investment strategy and receive, in cash, the proceeds of
the sale of the Securities.

Unit Holders who do not elect as set forth above will have their Units
redeemed on the Termination Date and be deemed to have elected to receive the
cash proceeds from the sale of the Unit Holder's pro rata share of the
underlying Securities (option 2).

B-15
<PAGE>
Under each option a Unit Holder will receive the Redemption Price per Unit
(net asset value) determined as of the Evaluation Time on the Termination Date
or earlier rollover date. The Distribution Agent will sell the underlying
Securities in the case of the second and third option over a period not to
exceed 10 business days commencing on the Termination Date. The proceeds of any
such sales will be reduced by any applicable brokerage commissions. The sale
arrangement is one in which The Bank of New York will be selling the Securities
as agent for the Unit Holder and is separate from the Trust which terminates on
the Termination Date. The proceeds of those sales may be more or less than the
value of the Securities on the Termination Date. The Sponsor, on behalf of the
Distribution Agent if the Sponsor effects those sales, or the Distribution Agent
if the Sponsor does not, will, unless prevented by unusual or unforeseen
circumstances, such as, among other reasons, a suspension in trading of a
Security, the close of a stock exchange, outbreak of hostilities and collapse of
the economy, sell on each business day during the 10 business day period at
least a number of shares of each Security which then remains in the Portfolio
equal to the number of those shares in the Portfolio at the beginning of that
day multiplied by a fraction the numerator of which is one and the denominator
of which is the number of days remaining in the 10 business day sales period.
The proceeds of sale will not be distributed by the Distribution Agent until the
settlement of the trade upon the sale of the last Security during the 10
business day period.

Depending on the amount of proceeds to be invested in units of the new
series and the number of other orders for units in the new series, the Sponsor
may purchase a large amount of securities for the new series in a short period
of time. The Sponsor's buying of securities may tend to raise the market prices
of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 10
business day period commencing on the Termination Date; depending on the number
of sales required, the prices of, and demand for Securities, such sales may tend
to depress the market prices and thus reduce the proceeds to be credited to Unit
Holders. The Sponsor believes that the sale of underlying Securities over a 10
business day period as described above is in the best interest of Unit Holders
and may mitigate the negative market price consequences stemming from the
trading of large amounts of Securities. The Sponsor, in implementing such sales
of Securities on behalf of the Distribution Agent, will seek to maximize the
sales proceeds and will act in the best interest of the Unit Holder. The
proceeds of the sale of the Securities will be in an amount equal to amounts
realized upon the sale of the Securities over the 10 business day period. There
can be no assurance, however, that any adverse price consequences of heavy
trading will be mitigated.

It should also be noted that Unit Holders will realize taxable capital
gains or losses on the liquidation of the Securities representing their Units,
but, due to the procedures for investing in the New Series, no cash would be
distributed at that time to pay any taxes.

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Unit Holder. The Sponsor may offer a subsequent trust but not
within a short time period subsequent to the termination of the Trust and,
consequently, such trust may not accommodate a "rollover" from the Trust. If the
Sponsor so decides, the Sponsor will notify the Trustee of that decision, and
the Trustee will notify the Unit Holders before the Termination Date. All Unit
Holders will then elect either option 1 or option 2. There can be no assurance
that any rollover or exchange from one series to another will achieve the
desired tax result. The Sponsor is not a tax advisor and each Unit Holder should
consult his, her or its tax advisor with regard to any gains or losses on the
stock in the Trust and the tax treatment thereof.

By electing to reinvest in the new series, the Unit Holder indicates his
interest in having his termination distribution from the Trust invested only in
the new series created next following termination of the Trust; the Sponsor
expects, however, that a similar reinvestment program will be offered with
respect to all subsequent series of the Trust, thus giving Unit Holders a yearly
opportunity to elect to "rollover" their termination distributions into a new
series. The availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a new series or any other security.
A Unit Holder's election to participate in the rollover program will be treated
as an indication of interest only. The Sponsor intends to coordinate the date of
deposit of a future series so that the new Trust will be created at least 30
days before the termination date of the terminating trust.

The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.

RESIGNATION, REMOVAL AND LIABILITY

TRUSTEE

The Trustee is The Bank of New York. It is a New York bank with its
principal executive office located at 101 Barclay Street, New York, New York
10286. The Trustee is organized under the laws of the State of New York, is a
member of the New York Clearing House Association and is subject to supervision
and examination 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. Unit Holders should direct inquiries regarding distributions,
address changes and other matters related to the administration of the Trust to
the Trustee at Unit Investment Trust Division, P.O. Box 974, Wall Street
Station, New York, New York 10268-0974.

B-16
<PAGE>
LIMITATIONS ON LIABILITY

The Trustee shall not be liable or responsible in any way for:

o depreciation or loss incurred by reason of the disposition of any moneys
or Securities; or

o in respect of any evaluation or for any action taken in good faith
reliance on prima facie properly executed documents.

The Trustee, however, shall be liable for willful misfeasance, bad faith or
negligence in the performance of its duties. The Trustee shall also be liable by
reason of its reckless disregard of its obligations and duties under the
Indenture and Agreement. The Trustee shall not be personally liable for any
taxes or other governmental charges imposed upon the Trust which the Trustee may
be required to pay under current or future laws of the United States or any
other taxing authority having jurisdiction.

RESPONSIBILITY

The Trustee shall not be liable for any default, failure or defect in any
Security or for any depreciation or loss by reason of any sale of Securities or
by reason of the failure of the Sponsor to give directions to the Trustee.

The Trustee may sell Securities designated by the Sponsor, or if not so
directed, in its own discretion, for the purpose of redeeming Units tendered for
redemption.

Amounts received by the Trust upon the sale of any Security under the
conditions set forth below will be deposited in the Principal Account when
received and to the extent not used for the redemption of Units will be
distributable by the Trustee to Unit Holders of record on the record date next
prior to a distribution date as declared by the Trustee.

For information relating to the responsibilities of the Trustee under the
Indenture, reference is also made to the material set forth under "Rights of
Unit Holders" and "Sponsor-Resignation."

RESIGNATION

By executing an instrument in writing and filing the same with the Sponsor,
the Trustee and any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, the Sponsor may remove the Trustee and appoint a successor
as provided in the Indenture. The Sponsor may also remove the Trustee for any
reason, either with or without cause. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor trustee. If upon
resignation of a trustee no successor has been appointed and has accepted the
appointment within thirty days after notification, the retiring trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only when the
successor trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee. A successor trustee has the same
rights and duties as the original trustee except to the extent, if any, that the
Indenture is modified as permitted by its terms.

SPONSOR

Prudential Securities Incorporated ("Prudential Securities") is a Delaware
corporation and is engaged in the underwriting, securities and commodities
brokerage business and is a member of the New York Stock Exchange, Inc., other
major securities exchanges and commodity exchanges and the National Association
of Securities Dealers, Inc. Prudential Securities, a wholly-owned subsidiary of
Prudential Securities Group Inc. and an indirect wholly-owned subsidiary of The
Prudential Insurance Company of America, is engaged in the investment advisory
business. Prudential Securities has acted as principal underwriter and managing
underwriter of other investment companies. In addition to participating as a
member of various selling groups or as an agent of other investment companies,
Prudential Securities executes orders on behalf of investment companies for the
purchase and sale of securities of such companies and sells securities to such
companies in its capacity as a broker or dealer in securities.

LIMITATIONS ON LIABILITY

The Sponsor is liable for the performance of its obligations arising from
its responsibilities under the Indenture. The Sponsor shall be under no
liability to the Trust or to Unit Holders for taking any action or for
refraining from any action in good faith or for errors in judgment. Likewise,
the Sponsor shall not be liable or responsible in any way for any default,
failure or defect in any Security or for depreciation or loss incurred by reason
of the disposition of any Security. The Sponsor will, however, be liable for
(1) its own willful misfeasance, (2) willful misconduct, (3) bad faith, (4)
gross negligence or (5) reckless disregard of its duties and obligations under
the Agreement.

B-17
<PAGE>
RESPONSIBILITY

The Trust is not a managed registered investment company. Securities will
not be sold by the Trustee to take advantage of ordinary market fluctuations.

Although the Sponsor and Trustee do not presently intend to dispose of
Securities, the Indenture permits the Sponsor to direct the Trustee to dispose
of any Security upon the happening of certain events, including, without
limitation, default under certain documents or other occurrences, including
legal actions which might adversely affect future declaration and payment of
dividends, institution of certain legal proceedings, and a decline in market
price to such an extent, or such other adverse market or credit factor, as in
the opinion of the Sponsor would make retention of a Security detrimental to the
Trust and to the interests of the Unit Holders or if required to pay the
Deferred Sales Charge. The Sponsor may instruct the Trustee to tender a Security
for cash or sell the Security on the open market when in its opinion it is in
the best interest of the Unit Holders to do so in the event of a public tender
offer or merger or acquisition announcement.

The Sponsor and/or an affiliate thereof intend to continuously monitor
developments affecting the Securities in the Trust in order to determine whether
the Trustee should be directed to dispose of any such Securities.

It is the responsibility of the Sponsor to instruct the Trustee to reject
any offer made by an issuer of any of the Securities to issue new securities in
exchange and substitution for any Security pursuant to a recapitalization or
reorganization, except that the Sponsor may instruct the Trustee to accept such
an offer or to take any other action with respect thereto as the Sponsor may
deem proper if the issuer failed to declare or pay or the Sponsor anticipates
such issuer will fail to pay or declare anticipated dividends with respect
thereto. If the Trust receives the securities of another issuer as the result of
a merger or reorganization of, or a spin-off, or split-up by the issuer of a
Security included in the original Portfolio, the Trust may under certain
circumstances hold those securities as if they were one of the Securities
initially deposited and adjust the proportionate relationship accordingly for
all future subsequent deposits.

Any securities so received in exchange or substitution will be held by the
Trustee subject to the terms and conditions of the Indenture to the same extent
as Securities originally deposited thereunder. Within five days after the
deposit of securities in exchange or substitution for any of the underlying
Securities, the Trustee is required to give notice thereof to each Unit Holder,
identifying the Securities eliminated and the Securities substituted therefor.
Except as otherwise set forth in the Prospectus, the acquisition by the Trust of
any securities other than the Securities initially deposited is prohibited.

The proceeds resulting from the disposition of any Security in the Trust
will be distributed as set forth under "Rights of Unit Holders--Distribution" to
the extent such proceeds are not utilized for the purpose of redeeming Units or
paying Trust expenses.

RESIGNATION

If at any time the Sponsor shall resign under the Indenture or shall fail
to perform or be incapable of performing its duties thereunder or shall become
bankrupt or its affairs are taken over by public authorities, the Indenture
directs the Trustee to either (1) appoint a successor Sponsor or Sponsors at
rates of compensation deemed reasonable by the Trustee not exceeding amounts
prescribed by the Securities and Exchange Commission, (2) act as Sponsor itself
without terminating the Trust or (3) terminate the Trust. The Trustee will
promptly notify Unit Holders of any such action.

CODE OF ETHICS

The Sponsor in connection with the Trust has adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Trust portfolio transactions. Persons subject to the
code of ethics are permitted to invest in securities including securities that
may be held by the Trust. The goal of the code is to prevent fraud, deception or
misconduct against the Trust and to provide reasonable standards of conduct. See
the back cover of the Prospectus for information on obtaining a copy of the code
of ethics.

LEGAL OPINIONS

Certain legal matters in connection with the Units offered hereby have been
passed upon by Cahill Gordon & Reindel, 80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.

INDEPENDENT AUDITORS

The financial statement included in this Prospectus has been audited by
Deloitte & Touche LLP, certified public accountants, as stated in their report
appearing herein, and is included in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.

B-18
<PAGE>
--------------------------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO REPRESENT TO YOU OR PROVIDE TO YOU INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

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

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

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST

[LOGO]

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

SPONSOR

PRUDENTIAL SECURITIES INCORPORATED
ONE SEAPORT PLAZA
199 WATER STREET
NEW YORK, NEW YORK 10292

TRUSTEE

THE BANK OF NEW YORK
101 BARCLAY STREET
NEW YORK, NEW YORK 10286

This Prospectus does not contain complete
information about the investment company filed
with the Securities and Exchange Commission in
Washington, D.C. under the:

o Securities Act of 1933 (file no. 333-43926)

and

o Investment Company Act of 1940 (file no. 811-5046).

Information about the Trust can be reviewed and
copied at the Public Reference Room of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549-6009.

CALL: 1-202-942-8090 for information about the
Public Reference Room

VISIT: the EDGAR database of the SEC's website at
http://www.sec.gov for reports and other
information about the Trust. Copies may be
obtained, after paying a duplicating fee,
by writing the Commission or by electronic
request to [email protected].

--------------------------------------------------------------------------------
UTS323 10/00

<PAGE>
PART II.
ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT

ITEM A-BONDING ARRANGEMENTS

The employees of Prudential Securities Incorporated are covered under
Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount of
$62,500,000.

ITEM B-CONTENTS OF REGISTRATION STATEMENT

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

The cross-reference sheet.

The Prospectus.

Signatures.

Written consents of the following persons:

Cahill Gordon & Reindel (included in Exhibit 5).

*Deloitte & Touche LLP.

The following Exhibits:

<TABLE>
<S> <C>
****Ex- 3.(i) -- Certificate of Incorporation of Prudential Securities
Incorporated dated March 29, 1993.
***Ex- 3.(ii) -- Revised By-Laws of Prudential Securities Incorporated as
amended through September 28, 1998.
*****Ex- 4.a -- Trust Indenture and Agreement and Distribution Agency
Agreement dated February 2, 2000.
*Ex- 4.b -- Reference Trust Agreement dated October 11, 2000.
*Ex- 5 -- Opinion of counsel as to the legality of the securities
being registered.
**Ex-24 -- Powers of Attorney executed by a majority of the Board of
Directors of Prudential Securities Incorporated.
****Ex-99.1 -- Information as to Officers and Directors of Prudential
Securities Incorporated is incorporated by reference to
Schedules A and D of Form BD filed by Prudential
Securities Incorporated, pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of 1934 (1934
Act File No. 8-27154).
****Ex-99.2 -- Affiliations of Sponsor with other investment companies.
****Ex-99.3 -- Broker's Blanket Policies, Standard Form No. 14 in the
aggregate amount of $62,500,000.
******Ex-99.A(11)-- Code of Ethics
</TABLE>

------------------
* Filed herewith.

** Filed herewith and incorporated by reference to exhibits of same
designation filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement under the Securities Act of 1933
of National Municipal Trust Series 172, Registration No. 33-54681,
(filed October 13, 1994), National Equity Trust, Top Ten Portfolio
Series 3, Registration No. 333-15919 (filed January 31, 1997),
National Equity Trust, Low Five Portfolio Series 17, Registration No.
333-44543 (filed January 20, 1998) and National Equity Trust, Top Ten
Portfolio Series 215, Registration No. 333-43704 (filed August 14,
2000).

*** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Municipal Trust Series 186, Registration No. 33-54697 (filed August 9,
1996) and National Equity Trust, S&P 500 Strategy Trust Series 2,
Registration No. 333-39521 (filed October 14, 1998).

**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust Low Five Portfolio Series 31, Registration No. 333-96071
(filed February 3, 2000).

***** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust, OTC Growth Trust Series 5, Registration No. 333-94591
(filed February 3, 2000).

****** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust, Low Five Portfolio Series 32, Registration No. 333-33450
(filed May 4, 2000).

II-1
<PAGE>
SIGNATURES

The registrant, National Equity Trust, Unique Opportunities Trust hereby
identifies National Equity Trust S.T.A.R.S. 2000 Trust for purposes of the
representations required by rule 487 and represents the following:

(1) That 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 dates were 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,
National Equity Trust, Unique Opportunities Trust, has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New York, and State of New York on October 11,
2000.

NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
(Registrant)

By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)

By: /s/ RICHARD R. HOFFMANN
-----------------------------------------
Richard R. Hoffmann
First Vice President

By the following persons,* who constitute a majority of the
Board of Directors of Prudential Securities Incorporated

William H. Anderson
Kathy A. Jones
A. Laurence Norton, Jr.
David R. Odenath
Vincent T. Pica II
James D. Price
Hardwick Simmons
Judith Y. Vance

By: /s/ RICHARD R. HOFFMANN
-----------------------------------------
Richard R. Hoffmann
First Vice President
Unit Investment Trust Department,
As Authorized Signatory for Prudential Securities
Incorporated and Attorney-in-Fact for the persons listed
above
------------------
* Pursuant to Powers of Attorney previously filed.

II-2
<PAGE>
CONSENT OF COUNSEL

The consent of Cahill Gordon & Reindel to the use of its name in the
Prospectus included in this Registration Statement is contained in its opinion
filed as Exhibit 5 to this Registration Statement.

II-3
<PAGE>
CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Amendment No. 2 to Registration Statement
No. 333-43926 on Form S-6 of our report dated October 11, 2000, appearing in the
Prospectus, which is part of this Registration Statement for the National Equity
Trust Unique Opportunities Trust. We consent to the reference to our Firm as
experts under the heading "Independent Auditors" in the Prospectus which is a
part of this Registration Statement.

DELOITTE & TOUCHE LLP

New York, New York
October 11, 2000

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<S> <C> <C>
****Ex- 3.(i) -- Certificate of Incorporation of Prudential Securities
Incorporated dated March 29, 1993.
***Ex- 3.(ii) -- Revised By-Laws of Prudential Securities Incorporated as
amended through September 28, 1998.
*****Ex- 4.a -- Trust Indenture and Agreement and Distribution Agency
Agreement dated February 2, 2000.
*Ex- 4.b -- Reference Trust Agreement dated October 11, 2000.
*Ex- 5 -- Opinion of counsel as to the legality of the securities
being registered.
**Ex-24 -- Powers of Attorney executed by a majority of the Board of
Directors of Prudential Securities Incorporated.
****Ex-99.1 -- Information as to Officers and Directors of Prudential
Securities Incorporated is incorporated by reference to
Schedules A and D of Form BD filed by Prudential
Securities Incorporated, pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of 1934 (1934 Act
File No. 8-27154).
****Ex-99.2 -- Affiliations of Sponsor with other investment companies.
****Ex-99.3 -- Broker's Blanket Policies, Standard Form No. 14 in the
aggregate amount of $62,500,000.
******Ex-99.A(11) -- Code of Ethics
</TABLE>

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

* Filed herewith.

** Filed herewith and incorporated by reference to exhibits of same
designation filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement under the Securities Act of 1933
of National Municipal Trust Series 172, Registration No. 33-54681
(filed October 13, 1994), National Equity Trust, Top Ten Portfolio
Series 3, Registration No. 333-15919 (filed January 31, 1997),
National Equity Trust, Low Five Portfolio Series 17, Registration No.
333-44543 (filed January 20, 1998) and National Equity Trust, Top Ten
Portfolio Series 215, Registration No. 333-43704 (filed August 14,
2000).