VAN KAMPEN FOCUS PORTFOLIOS SERIES 265, S-6, 2000-10-27

VAN KAMPEN FOCUS PORTFOLIOS SERIES 265
S-6, 2000-10-27

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FILE NO: 333-
CIK # 1123031

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM S-6

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

A. Exact name of Trust: VAN KAMPEN FOCUS PORTFOLIOS, SERIES 265

B. Name of Depositor: VAN KAMPEN FUNDS INC.

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

One Parkview Plaza
Oakbrook Terrace Illinois 60181

D. Name and complete address of agents for service:

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

E. Title of securities being registered: Units of undivided fractional
beneficial interests.

F. Approximate date of proposed sale to the public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
-------------------------------------------------------------------------------
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

<PAGE>

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

Preliminary Prospectus Dated October 27, 2000
Subject to Completion

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

Van Kampen Life Portfolios, Bandwidth
& Telecommunications Series 1

Van Kampen Life Portfolios,
Biotechnology & Pharmaceutical
Series 1

Van Kampen Life Portfolios, Internet
Series 1

Van Kampen Life Portfolios, Morgan
Stanley High-Technology 35 IndexSM
Series 1

Van Kampen Life Portfolios, Morgan
Stanley U.S. Multinational 50 IndexSM
Series 1

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

Van Kampen Focus Portfolios, Series 265 includes the unit investment trusts
described above (the "Portfolios"). Each Portfolio seeks capital appreciation by
investing in a diversified portfolio of stocks. Of course, no one can guarantee
that a Portfolio will achieve its objective. Units are offered only to separate
accounts to fund benefits under variable annuity contracts issued by insurance
companies (the "Accounts"). The Accounts will invest in Units in accordance with
allocation instructions received from owners of the variable annuity contracts
("Contract Owners"). Accordingly, the interests of a Contract Owner in the Units
are subject to the terms of their contract with the insurance company. The
rights of the Accounts as Unitholders should be distinguished from the rights of
a Contract Owner.

December _____ , 2000

You should read this prospectus and retain it for future reference.

--------------------------------------------------------------------------------
The Securities and Exchange Commission has not approved or disapproved of the
Units or passed upon the adequacy or accuracy of this prospectus.
Any contrary representation is a criminal offense.

Summary of Essential Financial Information
December ____ , 2000

Portfolio Information

<TABLE>
<CAPTION>
Bandwidth Biotechnology
& Telecom- & High-Tech Multinational
munications Pharmaceutical Internet 35 Index 50 Index
Portfolio Portfolio Portfolio Portfolio Portfolio
---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Initial Public Offering
Price per Unit (1) $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00
Initial Units (2)
Aggregate Initial Value
of Securities (3) $ $ $ $ $
Estimated Initial
Distribution
per Unit (4) $ $ $ $ $
Estimated Annual
Dividends
per Unit (4) $ $ $ $ $
Redemption Price
per Unit (5) $ $ $ $ $
Mandatory
Termination Date May 1, 2003 May 1, 2003 May 1, 2003 May 1, 2006 May 1, 2006

General Information
Initial Date of Deposit................................. December ____ , 2000
Record Dates............................................ June 10 and December 10
Distribution Dates...................................... June 25 and December 25

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

(1) Unitholders will bear all or a portion of the expenses incurred in
organizing and offering each Portfolio. These costs include the cost of
preparation and printing of the trust agreement, registration statement and
other documents relating to a Portfolio, federal and state registration
fees and costs, initial fees and and expenses of the Custodian and
Administrator, and legal and auditing expenses. The Public Offering Price
per Unit includes the estimated amount of these costs. The Custodian will
deduct these expenses from each Portfolio at the end of the initial
offering period or after six months, whichever is earlier. The estimated
amount for each Portfolio is described on the next page. The Public
Offering Price per Unit will also include any accumulated dividends or cash
in the Income or Capital Accounts.

(2) At the close of the New York Stock Exchange on the Initial Date of Deposit,
the number of Units may be adjusted so that the public offering price per
Unit equals $10. The number of Units and fractional interest of each Unit
in a Portfolio will increase or decrease to the extent of any adjustment.

(3) Each Security is valued at the most recent closing sale price as of the
close of the New York Stock Exchange on the business day before the Initial
Date of Deposit.

(4) This estimate is based on the most recently declared quarterly dividends or
interim and final dividends accounting for any foreign withholding taxes.
Actual dividends may vary due to a variety of factors. See "Risk Factors".

(5) The redemption price includes the estimated organizational and offering
costs. The redemption price will not include these costs after the initial
offering period or after six months, whichever is earlier. See "Rights of
Unitholders--Redemption of Units".
</TABLE>
<TABLE>
Fee Table

<CAPTION>
Bandwidth & Biotechnology Multi-
Telecom- & High-Tech national
munications Pharmaceutical Internet 35 Index 50 Index
Portfolio Portfolio Portfolio Portfolio Portfolio
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Sponsor's Annual Deferred
Transaction Fee per Unit(1)... $ 0.06 $ 0.06 $ 0.06 $ 0.05 $ 0.05
============= ============= ============= ============= =============

Estimated Organization
Costs per Unit(2)............. $ $ $ $ $
============= ============= ============= ============= =============

Estimated Annual Expenses per Unit

Custodian's Fee and
Operating Expenses............ $ 0.012 $ 0.012 $ 0.012 $ 0.012 $ 0.012
Administrator's Fee............... $ 0.035 $ 0.035 $ 0.035 $ 0.035 $ 0.035
Supervisory and
Evaluation Fees............... $ 0.005 $ 0.005 $ 0.005 $ 0.005 $ 0.005
------------- ------------- ------------- ------------- -------------
Estimated Total Annual
Expenses per Unit............. $ 0.052 $ 0.052 $ 0.052 $ 0.052 $ 0.052
============= ============= ============= ============= =============

Estimated Costs Over Time

One Year.......................... $ $ $ $ $
Three Years....................... $ $ $ $ $
Five Years........................ N/A N/A N/A $ $
Ten Years......................... N/A N/A N/A N/A N/A

This fee table is intended to assist in understanding the costs that the
Accounts, and, indirectly, Contract Owners will bear and to present a comparison
of fees. The "Estimated Costs Over Time" example illustrates the expenses an
investor would pay on a $1,000 investment assuming a 5% annual return and
redemption at the end of each period. This example assumes that all
distributions are reinvested at the end of each year. Of course, this example is
not a representation of actual past or future expenses or annual rate of return
which may differ from those assumed for this example. The expenses are described
under "Portfolio Operating Expenses".

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

(1) Each Portfolio accrues this fee daily throughout the life of the Portfolio
and pays the fee to the Sponsor each month as described under "Portfolio
Operating Expenses". This fee pays for creating and maintaining each
Portfolio. It is charged like a deferred sales charge and includes an
element of profit to the Sponsor.

(2) Unitholders will bear all or a portion of the expenses incurred in
organizing and offering their Portfolio. The Custodian will deduct the
actual amount of these expenses from each Portfolio at the end of the
initial offering period or after six months, if earlier.

</TABLE>

Bandwidth & Telecommunications Portfolio

The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of common stocks of companies diversified within the communications
industry. Technological advancements have made it possible for people to
communicate in ways that were not possible in the past. We designed the
Portfolio to benefit from companies leading in these advancements. Cellular
phones, the Internet, e-mail and personal pagers have rapidly changed the way
people communicate.

Bandwidth measures the connection that links data from one place to another.
With the popularity of the telecommunications and internet sectors increasing,
the demand to send data over these connections is increasing. Greater bandwidth
makes it possible for these industries to operate by passing digital signals
through a medium such as glass fibers at higher capacities. The greater the
bandwidth, the greater the information carrying capacity.

o We believe that in the next few years the telecommunications industry could
develop in a manner similar to that of the computer industry since the late
1970s. This is partly due to deregulation and increased competition but is
primarily due to the increase in demand for greater bandwidth resulting
from the growth of the Internet. (Source: Canada NewsWire, 1999).

o Revenue from the integration of voice and data on a single network is
estimated to exceed $2 billion in 2003. (Source: Jupiter Communications,
1999).

o Telecommunications speed is currently doubling every 150 days. (Source:
PricewaterhouseCoopers Technology Center).

o The volume of Internet traffic is currently doubling every 100 days. If
this trend continues, the total volume of data carried over the world's
telecommunications infrastructure will exceed that of voice by 2002.
(Source: PricewaterhouseCoopers Technology Center; A.D. Little).

There is no assurance that these trends will continue or that expectations
will actually occur. If these trends do not continue or if current expectations
are not realized, this investment could be adversely affected. Of course, we
cannot guarantee that the Portfolio will achieve its objective. The value of
Units may fall below the price paid for the Units. Contract Owners should read
the "Risk Factors" section before they invest.

<TABLE>
Portfolio
------------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities to
of Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2)
---------- ----------------------------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>

---------- ------------
$
========== ============

See "Notes to Portfolios".

</TABLE>

Biotechnology & Pharmaceutical Portfolio

The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of common stocks of companies diversified within the biotechnology
and pharmaceuticals industry. Van Kampen designed the Portfolio to benefit from
companies that are positioned for growth in these industries. Biotechnology and
pharmaceuticals have increased the length and quality of life for millions of
people. The Biotechnology Industry Organization estimates that over 80 biotech
drugs and vaccines have helped more than 200 million people worldwide over the
last 25 years. According to this organization, more than 350 drugs and vaccines
are currently in human clinical trials, including treatments for cancer, AIDs,
Alzheimer's and heart disease. Biotechnology also appears to be revolutionizing
other areas such as medical diagnostics, agriculture, forensics and
environmental cleanup and preservation.

The pharmaceutical industry is highly developed in the United States where
demand for many drugs appears to remain constant. However, worldwide drug sales
may have the potential for increased demand. Factors that could potentially
contribute to the growth of this industry include discoveries in drug design and
molecular biology, more favorable treatment by the Food and Drug Administration
in drug reviews, and accelerated demand for drugs in Third World countries.

Two worldwide trends appear to be providing growth potential for the
biotechnology and pharmaceutical industries: the aging of the baby boom
generation and an increase in life expectancy. A recent study by the World
Health Organization, estimates that the over-60 age population could rise
globally from 580 million in 1998 to over one billion by 2020. This segment of
the current U.S. population accounts for more than one-third of the total
consumption of prescription medicines but represents less than 15% of total U.S.
population. Developments in biotechnology and pharmaceuticals that target major
ailments of the elderly may cause growth in these sectors in the years ahead.
Consider these factors:

o Standard & Poor's estimates that total industry-wide revenues in
biotechnology could increase to $26 billion in 2000.

o Total drug delivery is estimated to grow from $12 billion to nearly $60
billion over the next decade.

o Worldwide sales of all pharmaceutical products are estimated to exceed $360
billion in 2000.

(Sources: Standard & Poor's Industry Survey, September 9, 1999 and December
16, 1999)

There is no assurance that these trends will continue or that expectations
will actually occur. This investment could be adversely affected if these trends
do not continue or if current expectations are not realized. Of course, we
cannot guarantee that the Portfolio will achieve its objective. The value of
Units may fall below the price paid for the Units. Contract Owners should read
the "Risk Factors" section before they invest.

<TABLE>
<CAPTION>
Portfolio
------------------------------------------------------------------------------------------------------------------
Current Cost of
Number Market Value Dividend Securities to
of Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2)
---------- ----------------------------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>

---------- ------------
$
========== ============

See "Notes to Portfolios".
</TABLE>

Internet Portfolio

The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of common stocks of companies primarily involved in the enabling
technology or communication services areas of the Internet. The Internet is an
electronic communications network that connects computer networks and
organizational computer facilities around the world. With a computer and access
to the Internet you are connected to the world. You can gather information, have
a conversation, conduct research, make a reservation, conduct business or pay a
bill. This Portfolio may offer the potential to benefit from one of the latest
technological innovations. The use of Internet-based applications has increased
workers' productivity in part by enabling employees to share information and
ideas with the rest of the company almost instantly. Additionally, the Internet
is providing the means to establish a national or global presence without having
to establish physical infrastructure. Van Kampen believes that recent trends may
suggest growth potential within the Internet industry, such as:

o Web appliances are estimated to rise from 5.9 million in 1998 to 55.7
million by 2002. Standard & Poor's Industry Surveys Computers: Software
March, 2000.

o Internet commerce is estimated to exceed $1.6 trillion by 2003.
International Data Corporation, June, 2000.

o Internet infrastructure spending is estimated to grow to $600 billion by
2003 from $211 billion in 1998. Standard & Poor's Industry Surveys
Computers: Software June, 2000.

o U.S. Internet business-to-business commerce is estimated to increase to $6
trillion in 2005. Jupiter Communications, June, 2000.

No one can guarantee that these trends will continue or be realized. No one
can guarantee that continuation of these trends or realization of these
estimates will have a positive impact on the performance of your investment.

Of course, we cannot guarantee that the Portfolio will achieve its objective.
The value of Units may fall below the price paid for the Units. Stocks of
internet-related companies have been subject to extreme price volatility and
speculative trading. Many Internet-related stocks have recently exhibited
above-average price appreciation during a period of a generally rising stock
market. No one can guarantee that this will continue or that the performance of
Internet stocks will replicate the performance exhibited in the past. This
Portfolio is appropriate for aggressive investors or as an aggressive growth
component of an investment portfolio. Contract Owners should read the "Risk
Factors" section before they invest.

---------- ------------
$
========== ============

See "Notes to Portfolios".
</TABLE>

Morgan Stanley High-Technology 35 IndexSM Portfolio

The Portfolio seeks to provide capital appreciation through an investment in
a portfolio of the common stocks included in the Morgan Stanley High-Technology
35 IndexSM. In creating the index, the Morgan Stan ley Technology Research Group
sought to design a benchmark that provides broad industry representation of
equally-weighted, highly liquid, pure technology companies that is rebalanced
annually. Morgan Stanley set the index value to 200 as of the close of trading
on December 16, 1994. The American Stock Exchange computes the value of the
index in real-time during trading hours under the symbol "MSH". The index is the
exclusive property and is a service mark of Morgan Stanley.

The index currently includes 35 pure technology companies representing the
full breadth of technology industry segments. These segments currently include
Computer and Business Services, Enterprise Software/Technical Software
(CAD/CAM), Internet and PC Software, Networking and Telecommunication Equipment,
Server Hardware, PC Hardware and Peripherals, Semiconductor Capital Equipment
and Semiconductors. The index attempts to include bellwether stocks that provide
a balanced representation of these sub-industries. The index includes only
electronics-based technology companies and excludes biotechnology, medical, test
and instrumentation companies. The index is an equal weighted index that
includes large and small industry bellwether stocks. The index seeks to minimize
the pitfalls of market capitalization indexes. Morgan Stanley believes that
market capitalization indexes fail to accommodate the wide range of market
capitalizations and revenue bases common to the technology industry.

Morgan Stanley rebalances the index to an equal weighting per company on the
third Friday of each December. This allows stocks that appreciate during the
year to command increasing influence in the index while guarding against the
long-term negatives of a market-capitalization weighted index.

The Portfolio seeks to invest in substantially all of the stocks, in
substantially the same proportions, which comprise the index. Due to various
factors discussed below, there can be no assurance that this objective will be
met. An investment in Units should be made with an understanding that the
Portfolio includes payments of expenses which may not be considered in public
statements of the total return of the target index. The Sponsor will seek to
create an initial portfolio that substantially replicates the target index,
however, there can be no guarantee that this will be practicable. Precise
duplication of the relationship among the securities in the index may not be
achieved because it may be economically impracticable or impossible to acquire
very small numbers of shares of certain stocks and because of other procedural
policies of the Portfolio.

As with any investment, no one can guarantee that the Portfolio will achieve
its objective. The value of Units may fall below the price paid for the Units.
Contract Owners should read the "Risk Factors" section before they invest.

---------- ------------
$
========== ============

See "Notes to Portfolios".

</TABLE>

Morgan Stanley
U.S. Multinational 50 IndexSM Portfolio

The Trust seeks to provide capital appreciation through an investment in a
portfolio of the stocks included in the Morgan Stanley Multinational IndexSM.
The Morgan Stanley Multinational IndexSM consists of 50 of the largest
U.S.-based companies often referred to as the "New Nifty Fifty". These
multinational "blue-chip" companies are some of the most highly respected and
recognized companies in the world. The Morgan Stanley Research Group designed
the index to measure the performance of companies that derive a significant
portion of their activity from foreign operations. The companies in the index
have historically shared characteristics such as:

o Market leaders

o Strong financial strength

o Diversified businesses

o Strong cash flow

o Steady earnings growth

o Potential to take advantage of worldwide growth

The stocks in the index made up over 43% of the weighting of the Standard and
Poor's 500 Index as of December 31, 1999. On December 31, 1999, the combined
market capitalization of the companies in the index was approximately $5.1
trillion while the average market capitalization of the companies was
approximately $102.3 billion. Morgan Stanley developed this
capitalization-weighted index with a base value of 200 as of December 31, 1991.
Options on the index trade on the Chicago Board Options Exchange under the
symbol "NFT". The index includes 15 of the 20 largest U.S.-based companies.

The index is the exclusive property and is a service mark of Morgan
Stanley. As with any investment, no one can guarantee that the Portfolio will
achieve its objective. The value of Units may fall below the price paid for the
Units. Contract Owners should read the "Risk Factors" section before they
invest.

---------- ------------
$
========== ============

See "Notes to Portfolios".

</TABLE>

Notes to Portfolios

(1) The Securities are initially represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Custodian. Contracts to acquire Securities were entered into on
December _____ , 2000 and have a settlement date of December _____ , 2000
(see "The Portfolios").

(2) The market value of each Security is based on the most recent closing sale
price as of the close of the New York Stock Exchange on the business day
prior to the Initial Date of Deposit. Other information regarding the
Securities, as of the Initial Date of Deposit, is as follows:

Profit
Cost to (Loss) To
Sponsor Sponsor
------------- ------------
Bandwidth & Telecommunications Portfolio $ $
Biotechnology & Pharmaceutical Portfolio $ $
Internet Portfolio $ $
High-Tech 35 Index Portfolio $ $
Multinational Index Portfolio $ $

"+" indicates that the stock is issued by a foreign company.

(3) Current Dividend Yield for each Security is based on the estimated annual
dividends per share and the Security's market value as of the time
described in the previous note. Estimated annual dividends per share are
calculated by annualizing the most recently declared dividends or by adding
the most recent interim and final dividends declared and reflect any
foreign withholding taxes.

The Securities. A brief description of each of the issuers of the
Securities is listed below.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Van Kampen Funds Inc. and the Unitholders of
Van Kampen Focus Portfolios, Series 265:
We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 265 as of December ____ ,
2000. The statements of condition and portfolios are the responsibility of
the Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of an
irrevocable letter of credit deposited to purchase securities by
correspondence with the Custodian. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Van Kampen Focus
Portfolios, Series 265 as of December ____ , 2000, in conformity with
accounting principles generally accepted in the United States of America.

GRANT THORNTON LLP
Chicago, Illinois
December _____ , 2000

STATEMENTS OF CONDITION
As of December _____ , 2000

Bandwidth Biotechnology
& Telecom- &
munications Pharmaceutical
Portfolio Portfolio
--------------- --------------
INVESTMENT IN SECURITIES
Contracts to purchase Securities (1)........ $ $
--------------- --------------
Total..................................... $ $
=============== ==============

LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
Organizational costs (2).................. $ $
Interest of Unitholders--
Cost to investors (3).....................
Less: Organizational costs (2)(3).........
--------------- --------------
Net interest to Unitholders (3)...........
--------------- --------------
Total....................................... $ $
=============== ==============

(1) The value of the Securities is determined by Interactive Data Corporation
on the bases set forth under "Public Offering--Offering Price". The
contracts to purchase Securities are collateralized by separate irrevocable
letters of credit which have been deposited with the Custodian.

(2) A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing a Portfolio.
The amount of these costs are set forth in the "Fee Table." A distribution
will be made as of the close of the initial offering period or after six
months, if earlier, to an account maintained by the Custodian from which
this obligation of the investors will be satisfied.

(3) The aggregate public offering price computed on the basis set forth under
"Public Offering--Offering Price". Units are subject to accrual of the
Sponsor's deferred transaction fee.

<TABLE>
STATEMENTS OF CONDITION
As of December ______ , 2000
<CAPTION>
High-Tech Multinational
Internet 35 Index Index
Portfolio Portfolio Portfolio
--------------- --------------- ---------------
<S> <C> <C> <C>
INVESTMENT IN SECURITIES
Contracts to purchase Securities (1) ..................... $ $ $
--------------- ---------------- ----------------
Total .................................................. $ $ $
=============== ================ ================

LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
Organizational costs (2) ............................... $ $ $
Interest of Unitholders--
Cost to investors (3)
Less: Organizational costs (2)(3)
--------------- ---------------- ----------------
Net interest to Unitholders (3)
--------------- ---------------- ----------------
Total .................................................... $ $ $
=============== ================ ================

(3) The aggregate public offering price computed on the basis set forth under
"Public Offering--Offering Price". Units are subject to accrual of the
Sponsor's deferred transaction fee.

</TABLE>

<PAGE>

THE PORTFOLIOS
--------------------------------------------------------------------------------

The Portfolios were created under the laws of the State of New York
pursuant to a Trust Indenture and Trust Agreement (the "Trust Agreement"), dated
the date of this Prospectus (the "Initial Date of Deposit"), among Van Kampen
Funds Inc., as Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The
Bank of New York, as Custodian, Integrity Life Insurance Co., as Administrator,
and American Portfolio Evaluation Services, a division of Van Kampen Investment
Advisory Corp., as Evaluator.
The Portfolios offer an opportunity to invest in proportionate interests in
diversified portfolios of equity securities. Units are offered only to separate
accounts to fund benefits under variable annuity contracts issued by insurance
companies. The Accounts will invest in Units in accordance with allocation
instructions received from Contract Owners of the variable annuity contracts.
Accordingly, the interests of a Contract Owner in the Units are subject to the
terms of their contract with the insurance company. The rights of the Accounts
as Unitholders should be distinguished from the rights of a Contract Owner.
On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Custodian.
In exchange for these contracts the Custodian delivered to the Sponsor
documentation evidencing the ownership of Units of the Portfolios. Unless
otherwise terminated as provided in the Trust Agreement, the Portfolios will
terminate on the Mandatory Termination Date and any remaining Securities will be
liquidated or distributed by the Custodian within a reasonable time. As used in
this Prospectus the term "Securities" means the securities (including contracts
to purchase these securities) listed in each "Portfolio" and any additional
securities deposited into each Portfolio.
Additional Units of a Portfolio may be issued at any time by depositing in
the Portfolio (i) additional Securities, (ii) contracts to purchase Securities
together with cash or irrevocable letters of credit or (iii) cash (or a letter
of credit) with instructions to purchase additional Securities. As additional
Units are issued by a Portfolio, the aggregate value of the Securities will be
increased and the fractional undivided interest represented by each Unit will be
decreased. Except as described below, the Sponsor may continue to make
additional deposits into a Portfolio following the Initial Date of Deposit
provided that the additional deposits will be in amounts which will maintain, as
nearly as practicable, the same percentage relationship among the number of
shares of each Security in the Portfolio that existed immediately prior to the
subsequent deposit. Investors may experience a dilution of their investments and
a reduction in their anticipated income because of fluctuations in the prices of
the Securities between the time of the deposit and the purchase of the
Securities and because the Portfolios will pay the associated brokerage or
acquisition fees.
With respect to the Morgan Stanley High-Technology 35 Index Portfolio and the
Morgan Stanley U.S. Multinational 50 Index Portfolio additional deposits of
securities will seek to maintain, as closely as practicable, the same
proportionate relationship among the Securities in the Portfolio as reflected in
the target index. Thus, although additional Units will be issued, each Unit of
these Portfolios will seek to continue to represent approximately a weighting of
the then current components of the target index at any such deposit. Precise
duplication of the relationship among the Securities in these Portfolios may not
be achieved because it may be economically impracticable as a result of certain
economic factors and procedural policies of the Portfolio such as (1) price
movements of the various Securities will not duplicate one another, (2) the
Portfolio may purchase shares of the Securities in round lot quantities, (3)
reinvestment of excess proceeds not needed to meet redemptions of Units may not
be sufficient to acquire equal round lots of all the Securities in the Portfolio
and (4) reinvestment of proceeds received from Securities which are no longer
components of the target index might not result in the purchase of an equal
number of shares in any replacement security.
Each Unit of a Portfolio initially offered represents an undivided interest
in that Portfolio. To the extent that any Units are redeemed or additional Units
are issued as a result of additional Securities being deposited by the Sponsor,
the fractional undivided interest in that Portfolio represented by each
unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Portfolio will remain unchanged. Units will remain outstanding
until redeemed upon tender to a Portfolio by the Accounts or until the
termination of the Trust Agreement.
Each Portfolio consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Portfolio, (b) any additional Securities acquired
and held by the Portfolio pursuant to the provisions of the Trust Agreement and
(c) any cash held in the related Income and Capital Accounts. Neither the
Sponsor, the Administrator nor the Custodian shall be liable in any way for any
failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION
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Each Portfolio seeks to provide capital appreciation by investing in a
portfolio of stocks. No one can guarantee that a Portfolio will achieve its
objective. We describe the objective and selection criteria for each Portfolio
in the individual Portfolio sections beginning on page 4.
The Sponsor applied the selection criteria to the Securities for inclusion in
each Portfolio prior to the Portfolio's formation. After the initial selection,
the Securities may no longer meet the selection criteria. With the exception of
the Morgan Stanley High-Technology 35 Index Portfolio and the Morgan Stanley
U.S. Multinational 50 Index Portfolio, should a Security no longer meet the
selection criteria, we will generally not remove the Security from its
Portfolio.

RISK FACTORS
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Price Volatility. The Portfolios invest in stocks of U.S. and foreign
companies. The value of Units will fluctuate with the value of these stocks and
may be more or less than the price originally paid for Units. The market value
of stocks sometimes moves up or down rapidly and unpredictably. Because the
Portfolios are unmanaged, a Portfolio will not sell stocks in response to market
fluctuations as is common in managed investments. In addition, because some
Portfolios hold a relatively small number of stocks, these Portfolios may
involve greater market risk than in a more diversified investment. As with any
investment, we cannot guarantee that the performance of a Portfolio will be
positive over any period of time.
Dividends. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
Index Correlation. The Morgan Stanley High-Technology 35 IndexSM Portfolio
and the Morgan Stanley U.S. Multinational 50 IndexSM Portfolio involve the risk
that the performance of these Portfolios will not sufficiently correspond with
the target index. This can happen for reasons such as:

o the impracticability of owning each of the index stocks with the exact
weightings at a given time.

o the possibility of index tracking errors,

o the time that elapses between a change in the index and a change in
the Portfolio, and

o fees and expenses of the Portfolio.

Single Industry. Each Portfolio invests in a single industry or in a limited
number of industries. Any negative impact on the related industry will have a
greater impact on the value of Units than on an investment diversified over
several industries. Investors should understand the risks of these industries
before they invest.
Telecommunications Issuers. The Bandwidth & Telecommunications Portfolio
invests in telecommunications companies. These companies are subject to
substantial governmental regulation. For example, the United States government
and state governments regulate permitted rates of return and the kinds of
services that a company may offer. This industry has experienced substantial
deregulation in recent years. Deregulation may lead to fierce competition for
market share and can have a negative impact on certain companies. Competitive
pressures are intense and telecommunications stocks can experience rapid
volatility. Certain telecommunications products may become outdated very
rapidly. A company's performance can be hurt if the company fails to keep pace
with technological advances. Certain smaller companies in the portfolio may
involve greater risk than larger, established issuers. Smaller companies may
have limited product lines, markets or financial resources. Their securities may
trade in lower volumes than larger companies. As a result, the prices of these
securities may fluctuate more than the prices of other issuers. Investors should
also review the following section discussing technology companies because these
companies may involve similar risks.
Technology Issuers. The Internet, Morgan Stanley High-Technology 35 IndexSM
and Morgan Stanley U.S. Multinational 50 Index Portfolios invest significantly
in technology companies. These companies include companies that are involved in
computer and business services, enterprise software/technical software, Internet
and computer software, Internet-related services, networking and
telecommunications equipment, telecommunications services, electronics products,
server hardware, computer hardware and peripherals, semiconductor capital
equipment and semiconductors. These companies face risks related to rapidly
changing technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. An
unexpected change in technology can have a significant negative impact on a
company. The failure of a company to introduce new products or technologies or
keep pace with rapidly changing technology, can have a negative impact on the
company's results. Technology stocks tend to experience substantial price
volatility and speculative trading. Announcements about new products,
technologies, operating results or marketing alliances can cause stock prices to
fluctuate dramatically. At times, however, extreme price and volume fluctuations
are unrelated to the operating performance of a company. This can impact the
ability to redeem Units at a price equal to or greater than originally paid.
The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.
Health Care Issuers. The Biotechnology & Pharmaceutical Portfolio invests
significantly in health care companies. These issuers include companies involved
in advanced medical devices and instruments, drugs and biotechnology, managed
care, hospital management/health services and medical supplies. These companies
face substantial government regulation and approval procedures. Congress and the
president have proposed a variety of legislative changes concerning health care
issuers from time to time. Government regulation, and any change in regulation,
can have a significantly unfavorable effect on the price and availability of
products and services.
Drug and medical products companies also face the risk of increasing
competition from new products or services, generic drug sales, termination of
patent protection for drug or medical supply products and the risk that a
product will never come to market. The research and development costs of
bringing a new drug or medical product to market are substantial. This process
involves lengthy government review with no guarantee of approval. These
companies may have losses and may not offer proposed products for several years,
if at all. The failure to gain approval for a new drug or product can have a
substantial negative impact on a company and its stock.
Health care facility operators face risks related to demand for services, the
ability of the facility to provide required services, confidence in the
facility, management capabilities, competition, efforts by insurers and
government agencies to limit rates, expenses, the cost and possible
unavailability of malpractice insurance, and termination or restriction of
government financial assistance (such as Medicare, Medicaid or similar
programs).
Legislation/Litigation. From time to time, various legislative initiatives
are proposed in the United States and abroad which may have a negative impact on
certain of the companies represented in the Portfolios. In addition, litigation
regarding any of the issuers of the Securities, such as that concerning
Microsoft Corporation or Philip Morris Companies, Inc. or of the industries
represented by these issuers may negatively impact the share prices of these
Securities. No one can predict what impact any pending or threatened litigation
will have on the share prices of the Securities.
No FDIC Guarantee. An investment in a Portfolio is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

PUBLIC OFFERING
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General. Units are offered at the Public Offering Price which includes the
underlying value of the Securities and cash, if any, in the Income and Capital
Accounts. A portion of the Public Offering Price includes an amount of
Securities to pay for all or a portion of the costs incurred in establishing
each Portfolio, including the cost of preparing documents relating to the
Portfolio (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, the initial fees and expenses of the
Custodian and Administrator and legal and audit expenses).
Offering Price. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Portfolios. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Portfolio business day. Orders received by the Administrator or Sponsor for
purchases, sales or redemptions after that time, or on a day which is not a
business day, will be held until the next determination of price. The term
"business day", as used herein and under "Rights of Unitholders--Redemption of
Units", excludes Saturdays, Sundays and holidays observed by the New York Stock
Exchange.
The aggregate underlying value of the Securities during the initial offering
period is determined on each business day by the Evaluator in the following
manner: If the Securities are listed on a national or foreign securities
exchange or the Nasdaq Stock Market, Inc., this evaluation is generally based on
the closing sale prices on that exchange or market unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is no
closing sale price on that exchange or market, at the closing asked prices. If
the Securities are not listed on a national or foreign securities exchange or
the Nasdaq Stock Market, Inc. or, if so listed and the principal market therefor
is other than on the exchange or market, the evaluation shall generally be based
on the current asked price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current asked prices are unavailable, the evaluation is generally determined (a)
on the basis of current asked prices for comparable securities, (b) by
appraising the value of the Securities on the asked side of the market or (c) by
any combination of the above. The value of any foreign securities is based on
the applicable currency exchange rate as of the Evaluation Time. The value of
the Securities for purposes of secondary market transactions and redemptions is
described under "Rights of Unitholders--Redemption of Units".
In offering the Units to the Accounts, the Sponsor is not recommending any of
the individual Securities but rather the entire pool of Securities in a
Portfolio, taken as a whole, which are represented by the Units.
Unit Distribution. Units will be distributed to the Accounts by the Sponsor
at the Public Offering Price. Units are offered only to separate accounts to
fund benefits under variable annuity contracts issued by insurance companies.
The Accounts will invest in Units in accordance with allocation instructions
received from Contract Owners. Accordingly, the interests of a Contract Owner in
the Units are subject to the terms of their contract with the insurance company.
Sponsor Compensation. The Sponsor will realize a profit or loss as a result
of the difference between the price paid for the Securities by the Sponsor and
the cost of the Securities to each Portfolio on the Initial Date of Deposit as
well as on subsequent deposits. See "Notes to Portfolios". The Sponsor has not
participated as sole underwriter or as manager or as a member of the
underwriting syndicates or as an agent in a private placement for any of the
Securities. The Sponsor may realize profit or loss as a result of the possible
fluctuations in the market value of the Securities, since all proceeds received
from purchasers of Units are retained by the Sponsor. Cash, if any, made
available to the Sponsor prior to the date of settlement for the purchase of
Units may be used in the Sponsor's business and may be deemed to be a benefit to
the Sponsor, subject to the limitations of the Securities Exchange Act of 1934.
The Sponsor or an affiliate may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
Purchases and sales of Securities by a Portfolio may impact the value of the
Securities. This may especially be the case during the initial offering of
Units, upon Portfolio termination and in the course of satisfying large Unit
redemptions. Any publication of a list of Securities, or a list of anticipated
Securities, to be included in a Portfolio may also cause increased buying
activity in certain Securities. Once this information becomes public, investors
may purchase individual Securities appearing in such a publication and may do so
during or prior to the initial offering of Units. It is possible that these
investors could include investment advisory and brokerage firms of the Sponsor
or its affiliates or firms that are distributing Units. This activity may cause
a Portfolio to purchase stocks at a higher price than those buyers who effect
purchases prior to purchases by a Portfolio.

RIGHTS OF UNITHOLDERS
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Distributions. Dividends and any net proceeds from the sale of Securities
received by a Portfolio will be reinvested into additional Units on behalf of
the Accounts on each Distribution Date to Unitholders of record on the preceding
Record Date. These dates are listed under "Summary of Essential Financial
Information". An Account becomes a Unitholder of record on the date of
settlement (generally three business days after Units are ordered).
Dividends received by a Portfolio are credited to the Income Account of the
Portfolio. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units, pay
fees or expenses, or replicate a Portfolio's target index, will be distributed
to Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.
Redemption of Units. An Account may redeem Units by tender to the Custodian
at its Unit Investment Trust Division, 101 Barclay Street, 20th Floor, New York,
New York 10286. Units must be tendered to the Custodian, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed and by
payment of applicable governmental charges, if any. On the seventh day following
the tender, the Account will be entitled to receive in cash an amount for each
Unit equal to the Redemption Price per Unit next computed on the date of tender.
The "date of tender" is deemed to be the date on which Units are received by the
Custodian, except that with respect to Units received by the Custodian after the
Evaluation Time or on a day which is not a Portfolio business day, the date of
tender is deemed to be the next business day.
A Portfolio may sell Securities to satisfy Unit redemptions. To the extent
that Securities are sold, the size of a Portfolio will be, and the diversity of
a Portfolio may be, reduced. Sales may be required at a time when Securities
would not otherwise be sold and may result in lower prices than might otherwise
be realized. The price received upon redemption may be more or less than the
amount paid by the Account depending on the value of the Securities at the time
of redemption.
The Redemption Price per Unit and the secondary market repurchase price per
Unit are equal to the pro rate share of each Unit in each Portfolio determined
on the basis of (i) the cash on hand in the Portfolio, (ii) the value of the
Securities in the Portfolio and (iii) dividends receivable on the Securities in
the Portfolio trading ex-dividend as of the date of computation, less (a)
amounts representing taxes or other governmental charges payable out of the
Portfolio and (b) the accrued expenses of the Portfolio. During the initial
offering period, the redemption price and the secondary market repurchase price
will also include estimated organizational costs. Unitholders will not pay any
remaining unaccrued amount of the Sponsor's deferred transaction fee or other
expenses at the time of redemption. For these purposes, the Evaluator may
determine the value of the Securities in the following manner: If the Securities
are listed on a national or foreign securities exchange or the Nasdaq Stock
Market, Inc., this evaluation is generally based on the closing sale prices on
that exchange or market (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing sale price on
that exchange or market, at the closing bid prices. If the Securities are not so
listed or, if so listed and the principal market therefor is other than on the
exchange or market, the evaluation may be based on the current bid price on the
over-the-counter market. If current bid prices are unavailable or inappropriate,
the evaluation may be determined (a) on the basis of current bid prices for
comparable securities, (b) by appraising the Securities on the bid side of the
market or (c) by any combination of the above. The value of any foreign
securities is based on the applicable currency exchange rate as of the
Evaluation Time.
The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
Units. Ownership of Units is evidenced in book entry form unless a Unitholder
makes a written request to the Administrator that ownership be in certificate
form. Units are transferable by making a written request to the Custodian. A
Unitholder must sign the written request exactly as his name appears on the
records of the related Portfolio with the signature guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP") or a signature
guarantee program accepted by the Custodian. In certain instances the
Administrator or Custodian 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.
Reports Provided. The Accounts will receive a statement of dividends and
other amounts received by a Portfolio for each distribution. Within a reasonable
time after the end of each year, each Account that was a Unitholder during that
year will receive a statement describing dividends and capital received, actual
Portfolio distributions, Portfolio expenses, a list of the Securities and other
Portfolio information. Unitholders may obtain the Evaluator's evaluations of the
Securities upon request.

PORTFOLIO ADMINISTRATION
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Portfolio Administration. The Portfolios are not managed funds and, except as
provided in the Trust Agreement and below, Securities generally will not be sold
or replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Portfolio based on advice from the
Supervisor. These situations may include events such as the issuer having
defaulted on payment of any of its outstanding obligations or the price of a
Security has declined to such an extent or other credit factors exist so that in
the opinion of the Sponsor retention of the Security would be detrimental to the
Portfolio. If a public tender offer has been made for a Security or a merger or
acquisition has been announced affecting a Security, a Portfolio may either sell
the Security or accept a tender offer for cash if the Supervisor determines that
the sale or tender is in the best interest of Unitholders. The related Portfolio
will distribute any cash proceeds to Unitholders. In addition, a Portfolio may
sell Securities to redeem Units or pay Portfolio expenses. If securities or
property are acquired by a Portfolio, the Sponsor may direct a Portfolio to sell
the securities or property and distribute the proceeds to Unitholders or to
accept the securities or property for deposit in the Portfolio. Should any
contract for the purchase of any of the Securities fail, the Sponsor will
(unless substantially all of the moneys held in the Portfolio to cover the
purchase are reinvested in substitute Securities in accordance with the Trust
Agreement) refund the cash and sales charge attributable to the failed contract
to all Unitholders on or before the next distribution date.
The Sponsor may direct the reinvestment of proceeds of the sale of Securities
if the sale is the direct result of serious adverse credit factors which, in the
opinion of the Sponsor, would make retention of the Securities detrimental to a
Portfolio. In such a case, the Sponsor may, but is not obligated to, direct the
reinvestment of sale proceeds in any other securities that meet the criteria for
inclusion in a Portfolio on the Initial Date of Deposit. The Sponsor may also
instruct the Administrator or Custodian to take action necessary to ensure that
a Portfolio continues to satisfy the qualifications of a regulated investment
company and to avoid imposition of tax on undistributed income of the Portfolio.
Not withstanding the preceding discussion, the Morgan Stanley High-Technology
35 Index Portfolio and the Morgan Stanley U.S. Multinational 50 Index Portfolio
will each consist of as many of the stocks in the Portfolio's target index as is
feasible in order to achieve the objective of attempting to provide investment
results that duplicate substantially the total return of the target index. Each
of these Portfolios seeks to invest in no less than 95% of the stocks comprising
its target index. It may be impracticable for a Portfolio to own certain of such
stocks at any time. Adjustments to these Portfolios will be made on an ongoing
basis to match the weightings of the Securities as closely as is feasible with
their weightings in a Portfolio's target index as the Portfolio invests in new
Securities in connection with the creation of additional Units, as companies are
dropped from or added to such index or as Securities are sold to meet
redemptions. Of course, there is no guarantee that this will always be
practicable. Adjustments may also be made from time to time to maintain the
appropriate correlation between a Portfolio and its target index. The proceeds
from any sale will generally be invested in those Securities that are most
under-represented in a Portfolio. Changes in an index may occur as a result of
merger or acquisition activity. In such cases, a Portfolio, as a shareholder of
an issuer which is the object of such merger or acquisition activity, will
presumably receive various offers from potential acquirers of the issuer. A
Portfolio is not permitted to accept any such offers until such time as the
issuer has been removed from the target index. Since, in most cases, an issuer
is removed from an index only after the consummation of a merger or acquisition,
it is anticipated that a Portfolio will generally acquire, in exchange for the
stock of the deleted issuer, the consideration that is being offered to
shareholders of that issuer who have not tendered their shares prior to that
time. Any cash received as consideration in such transactions will be reinvested
in the most under-represented Securities. Any securities received as
consideration which are not included in the target index will be sold as soon as
practicable and will also be reinvested in the most under-represented
Securities.
When a Portfolio sells Securities, the composition and diversity of the
Securities in the Portfolio may be altered. In order to obtain the best price
for a Portfolio, it may be necessary for the Supervisor to specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be sold. In
effecting purchases and sales of a Portfolio's securities, the Sponsor may
direct that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the Portfolios, the Sponsor or
dealers participating in the offering of Units. In addition, in selecting among
firms to handle a particular transaction, the Sponsor may take into account
whether the firm has sold or is selling units of unit investment trusts which it
sponsors.
Amendment of the Trust Agreement. The Administrator, the Custodian and the
Sponsor may amend the Trust Agreement without the consent of Unitholders to
correct any provision which may be defective or to make other provisions that
will not adversely affect Unitholders (as determined in good faith by these
parties). The Trust Agreement may not be amended to increase the number of Units
or permit acquisition of securities in addition to or substitution for the
Securities (except as provided in the Trust Agreement). The Administrator will
notify Unitholders of any amendment.
Termination. Each Portfolio will terminate on the Mandatory Termination Date
or upon the sale or other disposition of the last Security held in the
Portfolio. A Portfolio may be terminated at any time with consent of Unitholders
representing two-thirds of the outstanding Units or by the Custodian when the
value of the Portfolio is less than $500,000 ($3,000,000 if the value of the
Portfolio has exceeded $15,000,000) (the "Minimum Termination Value").
Unitholders will be notified of any termination. The Custodian may begin to sell
Securities in connection with a Portfolio termination nine business days before,
and no later than, the Mandatory Termination Date. Approximately thirty days
before this date, the Administrator will notify Unitholders of the termination.
Unitholders will receive a final cash distribution within a reasonable time
after the Mandatory Termination Date. All distributions will be net of Portfolio
expenses and costs. Unitholders will receive a final distribution statement
following termination. The Sponsor anticipates that it will offer a subsequent
series of each Portfolio as the current series terminates. If a Contract Owner's
Account offers a subsequent series as an investment alternative within the
Account, the Contract Owner may instruct the Account to invest the termination
proceeds from the current Portfolio into the subsequent series when available.
No one can guarantee that the Sponsor will offer any subsequent series or, if
offered, that any subsequent series will be offered by any Account. An insurance
company may stop offering the Portfolios as an investment alternative at any
time. The Sponsor, in its sole discretion and without penalty or liability to
investors, may decide not to sponsor future Portfolios or may modify the terms
of future investments. The Administrator will provide notice of any change to
the Accounts. The Information Supplement contains further information regarding
termination of the Portfolios. See "Additional Information".
Limitations on Liabilities. The Sponsor, Evaluator, Supervisor, Custodian and
Administrator are under no liability for taking any action or for refraining
from taking any action in good faith pursuant to the Trust Agreement, or for
errors in judgment, but shall be liable only for their own willful misfeasance,
bad faith or gross negligence (negligence in the case of the Custodian and
Administrator) in the performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder. The Custodian is not liable
for depreciation or loss incurred by reason of the sale by the Custodian of any
of the Securities. In the event of the failure of the Sponsor to act under the
Trust Agreement, the Custodian and Administrator may act thereunder and are not
liable for any action taken by it in good faith under the Trust Agreement. The
Custodian and Administrator are not liable for any taxes or other governmental
charges imposed on the Securities, on them under the Trust Agreement or on a
Portfolio which the Custodian may be required to pay under any present or future
law of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Custodian and Administrator. The
Custodian, Administrator, Sponsor and Supervisor may rely on any evaluation
furnished by the Evaluator and have no responsibility for the accuracy thereof.
Determinations by the Evaluator shall be made in good faith upon the basis of
the best information available to it.
Sponsor. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of
the Portfolios. The Sponsor is an indirect subsidiary of Morgan Stanley Dean
Witter & Co. Van Kampen Funds Inc. specializes in the underwriting and
distribution of unit investment trusts and mutual funds with roots in money
management dating back to 1926. The Sponsor is a member of the National
Association of Securities Dealers, Inc. and has its principal offices at 1
Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555, (630)
684-6000. As of November 30, 1999, the total stockholders' equity of Van Kampen
Funds Inc. was $141,554,861 (audited). The Information Supplement contains
additional information about the Sponsor.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Custodian and Administrator may
(i) appoint a successor Sponsor at rates of compensation deemed by the Custodian
and Administrator to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, (ii) terminate the Trust Agreement and
liquidate the Portfolios as provided therein or (iii) continue to act as
Custodian and Administrator without terminating the Trust Agreement.
Custodian. The Custodian is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Custodian is set forth in the Information Supplement, including
the Custodian's qualifications and duties, its ability to resign, the effect of
a merger involving the Custodian and the Sponsor's ability to remove and replace
the Custodian. See "Additional Information".
Administrator. The Administrator is Integrity Life Insurance Company.
Integrity Life Insurance Company is an Ohio stock life insurance company
organized in 1966 that sells life insurance and annuities. Its principal
executive offices are located at 515 West Market Street, Louisville, Kentucky,
40202. Integrity is a wholly owned subsidiary of The Western and Southern Life
Insurance Company, a mutual life insurance company originally organized under
the laws of the State of Ohio on February 23, 1888. Additional information
regarding the Administrator is set forth in the Information Supplement,
including the Administrator's qualifications and duties, its ability to resign,
the effect of a merger involving the Administrator and the Sponsor's ability to
remove and replace the Administrator. See "Additional Information".
Performance Information. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Portfolios
and returns over specified time periods on other similar Van Kampen trusts
(which may show performance net of expenses and charges which the Portfolios
would have charged) with returns on other taxable investments such as the common
stocks comprising the Dow Jones Industrial Average, the S&P 500, other
investment indices, corporate or U.S. government bonds, bank CDs, money market
accounts or money market funds, or with performance data from Lipper Analytical
Services, Inc., Morningstar Publications, Inc. or various publications, each of
which has characteristics that may differ from those of the Portfolios.
Information on percentage changes in the dollar value of Units may be included
from time to time in advertisements, sales literature, reports and other
information furnished to current or prospective Unitholders. Total return
figures may not be averaged and may not reflect deduction of the sales charge,
which would decrease return. No provision is made for any income taxes payable.
Past performance may not be indicative of future results. The Portfolios are not
managed and Unit price and return fluctuate with the value of common stocks in
the portfolios, so there may be a gain or loss when Units are sold. As with
other performance data, performance comparisons should not be considered
representative of a Portfolio's relative performance for any future period.
Style and Market Capitalization. A balanced investment portfolio incorporates
various style and market capitalization characteristics. We offer unit trusts
with a variety of styles and capitalizations to meet your needs. A Portfolio is
not a balanced investment portfolio itself and should not be your only
investment. From time to time in advertising and sales materials we may utilize
investment style and market capitalization categories to assist in determining
the investment category that a Portfolio might fill within an investor's overall
investment portfolio. Investors should note that investment style and market
capitalization are not used in selecting the stocks for a Portfolio.
We determine the style characteristics (growth or value) based on the types
of stocks in a Portfolio. Generally, a growth portfolio includes companies in a
growth phase of their business with increasing earnings. A value portfolio
generally includes companies with low relative price-earnings ratios that we
believe are undervalued. We determine the market capitalization as follows based
on the weighted median market capitalization of a portfolio: Small-Cap -- less
than $1.7 billion; Mid-Cap -- $1.7 billion to $10.5 billion; and Large-Cap --
over $10.5 billion. Investment style and capitalization characteristics will
vary over time. We will not remove a Security from a Portfolio as a result of
any change in characteristics.

TAXATION
--------------------------------------------------------------------------------

Each Portfolio intends to elect and qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). Each Portfolio intends
to make distributions of substantially all of its investment income and any net
realized capital gains. In addition, each Portfolio intends to comply with the
diversification requirements of Code Section 817(h) related to the tax-deferred
status of insurance company separate accounts. Because Units of the Portfolios
can only be purchased through the Accounts, it is anticipated that any income
dividends or capital gains distributions will be exempt from current taxation if
left to accumulate within such plans. Contract Owners should refer to the
prospectus for their contracts for information regarding the tax consequences of
owning such contracts and should consult their tax advisors before investing.

PORTFOLIO OPERATING EXPENSES
--------------------------------------------------------------------------------

General. The fees and expenses of your Portfolio will generally accrue on a
daily basis. The deferred sales charge, fees and expenses are generally paid out
of the Capital Account of your Portfolio. When these amounts are paid by or
owing to the Custodian or Administrator, they are secured by a lien on your
Portfolio. It is expected that Securities will be sold to pay these amounts
which will result in capital gains or losses to Unitholders. The Custodian's,
Administrator's, Supervisor's and Evaluator's fees may be increased without
approval of the Unitholders by amounts not exceeding proportionate increases
under the category "All Services Less Rent of Shelter" in the Consumer Price
Index or, if this category is not published, in a comparable category.
Sponsor's Deferred Transaction Fee. Each Portfolio pays an annual transaction
fee to the Sponsor during its life as set forth in the "Fee Table". This fee
compensates the Sponsor for creating and maintaining each Portfolio and includes
an element of profit. Unitholders will not pay any remaining unaccrued portion
of this fee at the time of any Unit redemption.
Organization Costs. You and the other Unitholders will bear all or a portion
of the organization costs and charges incurred in connection with the
establishment of your Portfolio. These costs and charges will include the cost
of the preparation, printing and execution of the trust agreement, registration
statement and other documents relating to your Portfolio, federal and state
registration fees and costs, the initial fees and expenses of the Custodian and
Administrator, and legal and auditing expenses. The public offering price of
Units includes the estimated amount of these costs. The Custodian will deduct
these expenses from your Portfolio's assets at the end of the initial offering
period or after six months, if earlier.
Compensation of Custodian and Administror. For their services the Custodian
and the Administrator will receive the fee from your Portfolio set forth in the
"Fee Table" (the Custodian's fee includes the estimated amount of miscellaneous
Portfolio expenses). The Custodian benefits to the extent there are funds in the
Capital and Income Accounts since these Accounts are non-interest bearing to
Unitholders and the amounts earned by the Custodian are retained by the
Custodian. Part of the Custodian's compensation for its services to your
Portfolio is expected to result from the use of these funds.
Compensation of Supervisor and Evaluator. The Supervisor and Evaluator, which
are affiliates of the Sponsor, will receive the annual fee for portfolio
supervisory and evaluation services set forth in the "Fee Table". These fees may
exceed the actual costs of providing these services to your Portfolio but at no
time will the total amount received for supervisory and evaluation services
rendered to all Van Kampen unit investment trusts in any calendar year exceed
the aggregate cost of providing these services in that year.
Miscellaneous Expenses. The following additional charges are or may be
incurred by your Portfolio: (a) normal expenses (including the cost of mailing
reports to Unitholders) incurred in connection with the operation of the
Portfolio, (b) fees of the Custodian or Administrator for extraordinary
services, (c) expenses of the Custodian or Administrator (including legal and
auditing expenses) and of counsel designated by the Sponsor, (d) various
governmental charges, (e) expenses and costs of any action taken by the
Custodian or Administrator to protect the Portfolio and the rights and interests
of Unitholders, (f) indemnification of the Custodian or Administrator for any
loss, liability or expenses incurred in the administration of the Portfolio
without negligence, bad faith or wilful misconduct on its part, (g) foreign
custodial and transaction fees, (h) costs associated with liquidating the
securities held in the Portfolio, (i) any offering costs incurred after the end
of the initial offering period and (j) expenditures incurred in contacting
Unitholders upon termination of the Portfolio. Each Portfolio may pay the
expenses of updating its registration statement each year.

OTHER MATTERS
--------------------------------------------------------------------------------

Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Custodian
and as special counsel for New York tax matters. ________ has acted as counsel
to the Administrator.
Independent Certified Public Accountants. The statements of condition and the
related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Portfolios with the SEC. The Information
Supplement, which has been filed with the SEC, includes more detailed
information concerning the Securities, investment risks and general information
about the Portfolios. Information about the Portfolios (including the
Information Supplement) can be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Investors may obtain information about the Public
Reference Room by calling 1-202-942-8090. Reports and other information about
the Portfolios are available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplication fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.

TABLE OF CONTENTS
--------------------------------------------------------------------------------

Title Page
----- ----
Summary of Essential Financial Information.. 2
Fee Table................................... 3
Bandwidth & Telecommunications Portfolio.... 4
Biotechnology & Pharmaceutical Portfolio.... 6
Internet Portfolio.......................... 8
Morgan Stanley High-Technology
35 IndexSM Portfolio..................... 10
Morgan Stanley U.S. Multinational
Index Portfolio.......................... 12
Notes to Portfolios......................... 14
The Securities.............................. 15
Report of Independent Certified
Public Accountants....................... 16
Statements of Condition .................... 17
The Portfolios.............................. A-1
Objectives and Securities Selection......... A-2
Risk Factors................................ A-2
Public Offering............................. A-4
Rights of Unitholders....................... A-5
Portfolio Administration.................... A-6
Taxation.................................... A-10
Portfolio Operating Expenses................ A-10
Other Matters............................... A-11
Additional Information...................... A-11

--------------
When Units of the Portfolios are no longer available this prospectus may be used
as a preliminary prospectus for a future Portfolio. If this prospectus is used
for future Portfolios please note the following:

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

EMSPRO265

PROSPECTUS

--------------------------------------------------------------------------------
DECEMBER ____, 2000

Van Kampen
Focus Portfolios(SM)

Van Kampen Life Portfolios,
Bandwidth & Telecommunications
Series 1

Van Kampen Life Portfolios,
Biotechnology & Pharmaceutical
Series 1

Van Kampen Life Portfolios,
Internet Series 1

Van Kampen Life Portfolios,
Morgan Stanley High-Technology
35 IndexSM Series 1

Van Kampen Life Portfolios,
Morgan Stanley U.S. Multinational
IndexSM Series 1

Van Kampen Funds Inc.

1 Parkview Plaza
P.O. Box 5555
Oakbrook Terrace, Illinois 60181-5555

Please retain this prospectus for future reference.

<PAGE>

Van Kampen
Information Supplement
Van Kampen Focus Portfolios, Series 265

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

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

Table of Contents
Page
Risk Factors 2
The Portfolios 5
Sponsor Information 8
Custodian and Administrator Information 9
Portfolio Termination 10

RISK FACTORS

Price Volatility. Because the Portfolios invest in common stocks of U.S.
and foreign companies, investors should understand the risks of investing in
common stocks before purchasing Units. These risks include the risk that the
financial condition of the company or the general condition of the stock market
may worsen and the value of the stocks (and therefore Units) will fall. Common
stocks are especially susceptible to general stock market movements. The value
of common stocks often rises or falls rapidly and unpredictably as market
confidence and perceptions of companies change. These perceptions are based on
factors including expectations regarding government economic policies,
inflation, interest rates, economic expansion or contraction, political climates
and economic or banking crises. The value of Units will fluctuate with the value
of the stocks in a Portfolio and may be more or less than the price originally
paid for Units. As with any investment, we cannot guarantee that the performance
of a Portfolio will be positive over any period of time. Because the Portfolios
are unmanaged, they will not sell stocks in response to market fluctuations as
is common in managed investments. In addition, because some Portfolios hold a
relatively small number of stocks, these Portfolios may involve greater market
risk than in a more diversified investment.
Dividends. Common stocks represent ownership interests in a company and are
not obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means that
common stockholders have a right to receive dividends only if a company's board
of directors declares a dividend and the company has provided for payment of all
of its creditors, bondholders and preferred stockholders. If a company issues
additional debt securities or preferred stock, the owners of these securities
will have a claim against the company's assets before common stockholders if the
company declares bankruptcy or liquidates its assets even though the common
stock was issued first. As a result, the company may be less willing or able to
declare or pay dividends on its common stock.
Liquidity. Whether or not the stocks in a Portfolio are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.
Additional Units. The Sponsor may create additional Units of a Portfolio by
depositing into the Portfolio additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of an
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Portfolio will pay brokerage fees.
Voting. Only the Custodian may sell or vote the stocks in a Portfolio.
While Unitholders may sell or redeem Units, they may not sell or vote the stocks
in a Portfolio. The Sponsor will instruct the Custodian how to vote the stocks.
The Custodian will vote the stocks in the same general proportion as shares held
by other shareholders if the Sponsor fails to provide instructions.
Technology Issuers. Certain Portfolios are concentrated in issuers within
the technology industry. A portfolio concentrated in a single industry may
present more risk than a portfolio broadly diversified over several industries.
These Portfolios, and therefore Unitholders, may be particularly susceptible to
a negative impact resulting from adverse market conditions or other factors
affecting technology issuers because any negative impact on the technology
industry will not be diversified among issuers within other unrelated
industries. Accordingly, an investment in Units should be made with an
understanding of the characteristics of the technology industry and the risks
which such an investment may entail.
Technology companies generally include companies involved in the
development, design, manufacture and sale of computers, computer related
equipment, computer networks, communications systems, telecommunications
products, electronic products, and other related products, systems and services.
The market for technology products and services, especially those specifically
related to the Internet, is characterized by rapidly changing technology, rapid
product obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the Securities
depends in substantial part on the timely and successful introduction of new
products. An unexpected change in one or more of the technologies affecting an
issuer's products or in the market for products based on a particular technology
could have a material adverse affect on an issuer's operating results.
Furthermore, there can be no assurance that the issuers of the Securities will
be able to respond timely to compete in the rapidly developing marketplace.
The market for certain technology products and services may have only
recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered equity securities to the
public. Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is important
to note that following its initial public offering a security is likely to
experience substantial stock price volatility and speculative trading.
Accordingly, there can be no assurance that upon redemption of Units or
termination of a Portfolio a Unitholder will receive an amount greater than or
equal to the Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the ability of a
Unitholder to redeem units, or roll over Units into a new trust, at a price
equal to or greater than the original price paid for such Units.
Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
and interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies are incorporated into
other related products, certain companies are often highly dependent on the
performance of other computer, electronics and communications companies. There
can be no assurance that these customers will place additional orders, or that
an issuer of Securities will obtain orders of similar magnitude as past orders
form other customers. Similarly, the success of certain companies is tied to a
relatively small concentration of products or technologies with intense
competition between companies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material adverse
impact on issuers of the Securities.
Telecommunications Issuers. Because certain Portfolios are concentrated in
the telecommunications industry, the value of the Units of these Portfolios may
be susceptible to factors affecting the telecommunications industry. The
telecommunications industry is subject to governmental regulation and the
products and services of telecommunications companies may be subject to rapid
obsolescence. These factors could affect the value of Units. Telephone companies
in the United States, for example, are subject to both state and federal
regulations affecting permitted rates of returns and the kinds of services that
may be offered. Certain types of companies represented in a portfolio are
engaged in fierce competition for a share of the market of their products. As a
result, competitive pressures are intense and the stocks are subject to rapid
price volatility. While a portfolio concentrates on the securities of
established suppliers of traditional telecommunication products and services, a
Portfolio may also invest in smaller telecommunications companies which may
benefit from the development of new products and services. These smaller
companies may present greater opportunities for capital appreciation, and may
also involve greater risk than large, established issuers. Such smaller
companies may have limited product lines, market or financial resources, and
their securities may trade less frequently and in limited volume than the
securities of larger, more established companies. As a result, the prices of the
securities of such smaller companies may fluctuate to a greater degree than the
prices of securities of other issuers.
Health Care Issuers. An investment in Units of certain Portfolios should be
made with an understanding of the problems and risks inherent in the healthcare
industry in general. Healthcare companies involved in advanced medical devices
and instruments, drugs and biotech, managed care, hospital management/health
services and medical supplies have potential risks unique to their sector of the
healthcare field. These companies are subject to governmental regulation of
their products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such products or
services. Furthermore, such companies face the risk of increasing competition
from new products or services, generic drug sales, termination of patent
protection for drug or medical supply products and the risk that technological
advances will render their products obsolete. The research and development costs
of bringing a drug to market are substantial, and include lengthy governmental
review processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products for
several years. Such companies may also have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic. In addition, healthcare facility operators may be affected by events
and conditions including, among other things, demand for services, the ability
of the facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other hospitals, efforts by
insurers and governmental agencies to limit rates, legislation establishing
state rate-setting agencies, expenses, government regulation, the cost and
possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that associated with
Medicare, Medicaid and other similar third-party payor programs.
Legislative proposals concerning healthcare are proposed in Congress from
time to time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of prescription
drugs), national health insurance, incentives for competition in the provision
of healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in the Portfolio.
Litigation. Philip Morris Companies, Inc. common stock may represent a
signigicant portfion of the value of certain Portfolios. Pending or threatened
legal proceedings against Philip Morris cover a wide range of matters including
product liability and consumer protection. Damages claimed in many of the
smoking and health cases alleging personal injury (both individual and class
actions), and in health cost recovery cases brought by governments, unions and
similar entities (the most recent suit was filed by the Justice Department on
September 22, 1999) seeking reimbursement for healthcare expenditures, aggregate
many billions of dollars.
On November 23, 1998, Philip Morris entered into a Master Settlement
Agreement with 46 state governments to settle the asserted and unasserted
healthcare cost recovery and certain other claims against them. The Agreement is
subject to final judicial approval in each of the settling states. As part of
the Agreement, Philip Morris and the three other major domestic tobacco
manufacturers have agreed to participate in the establishment of a $5.15 billion
trust fund. The trust is to be funded over 12 years beginning in 1999. PM Inc.
has agreed to pay $300 million into the trust in 1999. Philip Morris charged
approximately $3.1 billion as a pretax expense in 1998 as a result of the
settlement, and as of December 31, 1998, had accrued costs of its obligations
under the settlement and to tobacco growers aggregating $1.4 billion, payable
principally before the end of the year 2000. Philip Morris believes the
agreement will likely materially adversely affect the business, volume, cash
flows and/or operating income and financial position of the company in future
years. The degree of the adverse impact will depend, among other things, on the
rates of decline in United States cigarette sales in the premium and discount
segments, the company's share of the domestic premium and discount cigarette
segments, and the effect of any resulting cost advantage of manufacturers not
subject to the agreement.
Microsoft Corporation is currently engaged in litigation with Sun
Microsystems, Inc., the U.S. Department of Justice and several state Attorneys
General. The complaints against Microsoft include copyright infringement, unfair
competition and anti-trust violations. The claims seek injunctive relief and
monetary damages. The District Court handling the antitrust case recently held
that Microsoft exercised monopoly power in violation of the Sherman Antitrust
Act and various state antitrust laws. The court entered into a final judgment on
June 7, 2000 in which it called for Microsoft to be broken up into two separate
companies, one composed of the company's operating systems and the other
containing its applications software business. The court also called for
significant operating restrictions to be placed on the company until such time
as the separation was completed. Microsoft has stated that it will appeal the
rulings against it after the penalty phase and final decree. It is impossible to
predict what impact the penalties will have on Microsoft or the value of its
stock.
No one can predict the outcome of the litigation pending against this
company or how the current uncertainty concerning regulatory and legislative
measures will ultimately be resolved. No one can predict the impact that these
and other possible developments will have on the price of this stock or any
Portfolio.

THE PORTFOLIOS
In seeking the Portfolios' objectives, the Sponsor considered the ability
of the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.
Investors should note that the above criteria were applied to the
Securities for inclusion in the Portfolios as of the Initial Date of Deposit.
Should a Security no longer meet the criteria used for selection for a
Portfolio, such Security will not as a result thereof be removed from a
portfolio.
Biotechnology & Pharmaceutical Portfolio. The table below illustrates the
performance of the Standard & Poor's 500 Index, the Standard & Poor's
Pharmaceutical Index, and the Nasdaq Biotechnology Index.

S&P S & P Nasdaq
Pharmaceutical 500 Biotechnology
Index Index Index
-------- -------- -----------
1994 16.43% 1.32% (18.44%)
1995 59.22 37.44 88.54
1996 24.09 22.90 (0.33)
1997 50.27 33.30 (0.07)
1998 47.26 28.50 44.28
1999 (11.56) 20.99 101.84

Performance is measured from December 31, 1993 because that is the first date
that information is available for the Nasdaq Biotechnology Index. The S&P 500
and the S&P Pharmaceutical Index performance includes the reinvestment of
dividends. The Nasdaq Biotechnology Index performance does not include the
reinvestment of dividends as these stocks do not typically pay dividends are
that information is not available for the index. Source: FactSet Research
Systems, Inc. and Bloomberg.
All figures do not take into consideration taxes or any sales charges,
commissions or fees that an investor would incur in connection with these
investments. The S&P 500 Index measures the performance of 500 stocks from 83
industrial groups. U.S. Treasury bonds are considered long-term investments and
are subject to price fluctuations. The value of long-term bonds decline as
interest rates rise. Stock indices are unmanaged, statistical composites and do
not include payment of any sales charges or fees an investor would pay to
purchase the securities they represent. Furthermore, an investment cannot be
made in an index. U.S. Treasury bills are short-term obligations of the U.S.
government that are purchased at a discount and mature at face value. U.S.
government securities are backed by the full faith and credit of the government.
The Consumer Price Index is a statistical measure of the annual rate of
inflation; it is not an investment. The historical performance of these indices
is shown for illustrative purposes only; it is not meant to forecast, imply or
guarantee the future performance of any particular investment vehicle or the
Portfolio. Securities in which the Portfolio invests will be different from
those in these indices. Common stocks involve greater risks than government
bonds and CDs, as they are more volatile and have greater potential for loss of
principal.
Morgan Stanley U.S. Multinational 50 Index Portfolio. Hypothetical annual
price appreciation for the Morgan Stanley Multinational Index, Standard & Poor's
500 Index and the Morgan Stanley Capital International World Index is shown in
the following table.

Morgan
Stanley
Multi- MSCI
national S&P 500 World
Index Index Index
--------- --------- ---------
1992 (3.18%) 4.46% (7.14%)
1993 0.78 7.06 20.39
1994 6.16 (1.54) 3.15
1995 37.57 34.11 18.70
1996 26.16 20.26 11.72
1997 30.60 31.01 14.18
1998 31.51 26.67 22.77
1999 19.81 19.52 23.56
12/31/99 Thru 5/31/00 (0.54) (3.31) (6.11)

The table below shows the sales revenue of the largest companies in the world
in 1990 compared to 1999. The companies in bold are based in the United States.

1990 1999
Company Sales Company Sales
------------------------ --------------------------
Mitsui 128.0 General Motors 158.51
Manberi 123.2 Daimier Chrysler 154.62
Mitsubishi 121.5 Ford Motor 144.42
General Motors 110.0 Wal-Mar Stores 137.63
C. Itoh 104.7 Mitsubishi Corp. 129.94
Sumitomo 97.3 Exxon 115.42
Exxon 95.2 Mitsui & Co. 114.78
Royal Dutch/Shell 85.4 Toyota Motor 104.68
Ford 82.9 General Electric 100.47
Missino iwai 75.1 Royal Dutch/Shell 93.69

*Sales in Billions of Dollars

Source: Business Week, July 1990, Business Week, July 1999

Not intended to indicate performance of the Portfolio.

Internet Portfolio. The Internet has become a part of daily life for many
people and continues to grow at a significant rate. The Internet is in a growth
phase that challenges traditional business models by offering advantages to
companies embracing it. The Internet is generally recognized as one of the
fastest-growing commercial innovations. Although it is still evolving as a
medium for communications and commerce, it has already had a substantial impact
on both consumers and business. For consumers, the advent of online shopping has
brought greater convenience, while businesses have enjoyed productivity gains.
Not only can consumers shop from the convenience of their homes, but they also
have connections to a variety of online information. It is relatively easy to
conduct research on various products or subjects, giving people another outlet
for information.
Jupiter B-to-B Commerce Model (June, 2000) estimates that United States
online business-to-business commerce in the next six years could be as follows
in billions of dollar and as a percentage of total United States trade: 2000 -
$336 (3%); 2001 - $700 (6%); 2002 - $1,510 (12%); 2003 - $2,940 (22%); 2004 -
$4,592 (32%); 2005 - $6,343 (42%). This information is not intended to depict
actual performance or predict future performance of any company, security of a
Portfolio. It is only intended to depict forecasted revenues from
business-to-business commerce according to the Jupiter B-to-B Commerce Model
(June, 200). There can be no assurance that these estimates will be realized or
that current trends will continue. No one can guarantee that continuation of
these trends or realization of these estimates will have a positive impact on
the performance of an investment.
Morgan Stanley High-Technology 35 Index Portfolio. Hypothetical annual
total returns for the Morgan Stanley High-Technology 35 Index, the Standard &
Poor's 500 Index and the Standard & Poor's Technology Index are shown in the
following table.

High-Tech S & P S&P
35 Index 500 Technology
-------- -------- ----------
1995 51.04% 37.11% 42.83%
1996 21.59 22.68 41.37
1997 17.08 33.10 26.09
1998 95.67 28.58 72.95
1999 110.87 20.89 75.10
Thru 6/30/00 10.41 (0.42) 2.93

This is not the past performance of any Portfolio or a previous series of any
Portfolio and does not indicate the future performance of any Portfolio. The
performance figure for the High-Tech 35 Index does not reflect hypothetical
Portfolio sales charges and expenses. The performance of any Portfolio will be
lower than the index because a Portfolio includes a sales charge and expenses.
In addition, a Trust may not be able to exactly replicate the index and will not
necessarily change if the index changes.
When reviewing any historical performance information, investors should
keep in mind that past performance cannot guarantee future results. Many stocks,
especially those issued by technology companies, have exhibited above-average
price appreciation and extreme volatility in recent years during a period of a
generally rising stock market. No one can guarantee that this will continue or
that the performance of stocks will replicate the performance exhibited in the
past.
These figures do not take into consideration taxes or any sales charges,
commissions or fees that an investor would incur in connection with these
investments. The S&P 500 Index measures the performance of 500 stocks from 83
industrial groups. U.S. Treasury bonds are considered long-term investments and
are subject to price fluctuations. The value of long-term bonds decline as
interest rates rise. Stock indices are unmanaged, statistical composites and do
not include payment of any sales charges or fees an investor would pay to
purchase the securities they represent. Furthermore, an investment cannot be
made in an index. U.S. Treasury bills are short-term obligations of the U.S.
government that are purchased at a discount and mature at face value. U.S.
government securities are backed by the full faith and credit of the government.
The Consumer Price Index is a statistical measure of the annual rate of
inflation; it is not an investment. The historical performance of these indices
is shown for illustrative purposes only; it is not meant to forecast, imply or
guarantee the future performance of any particular investment vehicle or the
Portfolio. Securities in which the Portfolio invests will be different from
those in these indices. Common stocks involve greater risks than government
bonds and CDs, as they are more volatile and have greater potential for loss of
principal.
Morgan Stanley Indices. The Morgan Stanley indices (the "Indices") are the
exclusive property of Morgan Stanley and is a service mark of Morgan Stanley and
has been licensed for use by the Trusts and Van Kampen Funds Inc.
This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of the
Indices to track general stock market performance. Morgan Stanley is the
licensor of certain trademarks, service marks and trade names of Morgan Stanley
and of the Indices which are determined, composed and calculated by Morgan
Stanley without regard to the issuer of this fund or this fund. Morgan Stanley
has no obligation to take the needs of the issuer of this fund or the owners of
this fund into consideration in determining, composing or calculating the
Indices. Morgan Stanley is not responsible for and has not participated in the
determination of or the timing of, prices at, or quantities of this fund to be
issued or in the determination or calculation of the equation by which Units of
this fund is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this fund in connection with the administration, marketing or
trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDICES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.

SPONSOR INFORMATION

Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Portfolios. The Sponsor is an indirect subsidiary of Van Kampen Investments Inc.
Van Kampen Investments Inc. is a wholly owned subsidiary of MSAM Holdings II,
Inc., which in turn is a wholly owned subsidiary of Morgan Stanley Dean Witter &
Co. ("MSDW").
MSDW, together with various of its directly and indirectly owned
subsidiaries, is engaged in a wide range of financial services through three
primary businesses: securities, asset management and credit services. These
principal businesses include securities underwriting, distribution and trading;
merger, acquisition, restructuring and other corporate finance advisory
activities; merchant banking; stock brokerage and research services; credit
services; asset management; trading of futures, options, foreign exchange
commodities and swaps (involving foreign exchange, commodities, indices and
interest rates); and real estate advice, financing and investing.
Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has its principal offices at 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, (630) 684-6000. As of November 30, 1999,
the total stockholders' equity of Van Kampen Funds Inc. was $141,554,861
(audited). (This paragraph relates only to the Sponsor and not to the Portfolio
or to any other Series thereof. The information is included herein only for the
purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
As of September 30, 2000, the Sponsor and its Van Kampen affiliates managed
or supervised more than $100 billion of investment products. The Sponsor and its
Van Kampen affiliates offer more than 50 open-end mutual funds, 37 closed-end
funds, and have sponsored over 2,700 series of fixed income and equity unit
investment trusts.
If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Custodian and Administrator may
(i) appoint a successor Sponsor at rates of compensation deemed by the Custodian
and Administrator to be reasonable and not exceeding amounts prescribed by the
Securities and Exchange Commission, (ii) terminate the Trust Agreement and
liquidate the Portfolios as provided therein or (iii) continue to act as
Custodian and Administrator without terminating the Trust Agreement.

CUSTODIAN AND ADMINISTRATOR INFORMATION
The Custodian is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its unit investment trust division
offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668. The Bank
of New York is subject to supervision and examination by the Superintendent of
Banks of the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
The Administrator is Integrity Life Insurance Company. Integrity Life
Insurance Company is an Ohio stock life insurance company organized in 1966 that
sells life insurance and annuities. Its principal executive offices are located
at 515 West Market Street, Louisville, Kentucky, 40202. Integrity is a wholly
owned subsidiary of The Western and Southern Life Insurance Company, a mutual
life insurance company originally organized under the laws of the State of Ohio
on February 23, 1888.
The duties of the Custodian and Administrator are primarily ministerial in
nature. They did not participate in the selection of Securities for the
Portfolios.
In accordance with the Trust Agreement, the Custodian and Administrator
shall keep proper books of record and account of all transactions at the office
for each Portfolio. Such records shall include the name and address of, and the
number of Units of each Portfolio held by, every Unitholder. Such books and
records shall be open to inspection by any Unitholder at all reasonable times
during the usual business hours. The Custodian and Administrator shall make such
annual or other reports as may from time to time be required under any
applicable state or federal statute, rule or regulation. The Custodian and
Administrator are required to keep a certified copy or duplicate original of the
Trust Agreement on file in the office available for inspection at all reasonable
times during the usual business hours by any Unitholder, together with a current
list of the Securities held in each Portfolio.
Under the Trust Agreement, the Custodian and Administrator or any successor
custodian or administrator may resign and be discharged of their
responsibilities created by the Trust Agreement by executing an instrument in
writing and filing the same with the Sponsor. The Custodian and Administrator or
successor custodian or administrator must mail a copy of the notice of
resignation to all Unitholders then of record, not less than 60 days before the
date specified in such notice when such resignation is to take effect. The
Sponsor upon receiving notice of such resignation is obligated to appoint a
successor promptly. If, upon such resignation, no successor has been appointed
and has accepted the appointment within 30 days after notification, the retiring
Custodian and Administrator may apply to a court of competent jurisdiction for
the appointment of a successor. The Sponsor may remove the Custodian and appoint
a successor custodian as provided in the Trust Agreement at any time with or
without cause. The Sponsor may remove the Administrator and appoint a successor
administrator as provided in the Trust Agreement in cases where the
Administrator becomes incapable of acting or is adjudged a bankrupt or is taken
over by public authorities. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance
of such appointment by such successor custodian or administrator, all the
rights, powers, duties and obligations of the original custodian or
administrator shall vest in the successor. The resignation or removal of a
Custodian and Administrator becomes effective only when the successor custodian
or administrator accepts its appointment as such or when a court of competent
jurisdiction appoints a successor custodian or administrator.
Any corporation into which a Custodian and Administrator may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which a Custodian and Administrator shall be a party, shall
be the successor trustee. The Custodian must be a banking corporation organized
under the laws of the United States or any state and having at all times an
aggregate capital, surplus and undivided profits of not less than $5,000,000.

PORTFOLIO TERMINATION
A Portfolio may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Portfolio then outstanding or by the
Custodian when the value of the Securities owned by a Portfolio, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Portfolio has
exceeded $15,000,000). A Portfolio will be liquidated by the Custodian in the
event that a sufficient number of Units of such Portfolio not yet sold are
tendered for redemption by the Sponsor, so that the net worth of such Portfolio
would be reduced to less than 40% of the value of the Securities at the time
they were deposited in such Portfolio. If a Portfolio is liquidated because of
the redemption of unsold Units by the Sponsor, the Sponsor will refund to each
purchaser of Units the entire sales charge paid by such purchaser. The Trust
Agreement will terminate upon the sale or other disposition of the last Security
held thereunder, but in no event will it continue beyond the Mandatory
Termination Date.
Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, Securities will begin to be sold in
connection with the termination of the Portfolios. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. The Sponsor
shall direct the liquidation of the Securities in such manner as to effectuate
orderly sales and a minimal market impact. In the event the Sponsor does not so
direct, the Securities shall be sold within a reasonable period and in such
manner as the Custodian, in its sole discretion, shall determine. At least 30
days before the Mandatory Termination Date the Administrator will provide
written notice of any termination to all Unitholders of the appropriate
Portfolio. Unitholders will receive a cash distribution from the sale of the
remaining Securities within a reasonable time following the Mandatory
Termination Date. The Custodian will deduct from the funds of the appropriate
Portfolio any accrued costs, expenses, advances or indemnities provided by the
Trust Agreement, including estimated compensation of the Custodian, costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. Any sale of Securities in a
Portfolio upon termination may result in a lower amount than might otherwise be
realized if such sale were not required at such time. The Custodian and
Administrator will then distribute to each Unitholder of each Portfolio his pro
rata share of the balance of the Income and Capital Accounts of such Portfolio.
Within 60 days of the final distribution Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Custodian and Administrator in their sole discretion will determine that any
amounts held in reserve are no longer necessary, it will make distribution
thereof to Unitholders in the same manner.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and
documents:

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

The following exhibits:

1.1 Copy of Trust Agreement (to be filed by amendment).

2.1 Form of Code of Ethics. Reference is made to Exhibit 2.1 to the
Registration Statement on Form S-6 of Van Kampen Focus Portfolios,
Series 223 (File No. 333-34242) dated July 25, 2000.

3.1 Opinion and consent of counsel as to legality of securities being
registered (to be filed by amendment).

3.2 Opinion of counsel as to the Federal income tax status of securities
being registered (to be filed by amendment).

3.3 Opinion and consent of counsel as to New York tax status of securities
being registered (to be filed by amendment).

4.1 Consent of Interactive Data Corporation (to be filed by amendment).

4.2 Consent of Independent Certified Public Accountants (to be filed by
amendment).

S-2

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen Focus Portfolios, Series 265 has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois on the 27th day of
October 2000.

Van Kampen Focus Portfolios, Series 265
By Van Kampen Funds Inc.

By Christine K. Putong
---------------------------------------
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on October 27, 2000 by the
following persons who constitute a majority of the Board of Directors of Van
Kampen Funds Inc.

SIGNATURE TITLE

Richard F. Powers III Chairman and Chief Executive )

Officer )

John H. Zimmerman III President

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

Michael H. Santo Executive Vice President and Chief )
Operations and Technology Officer

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

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