EQUITY INVESTOR FD UTIL PORT 200 SER B DAF, S-6, 2000-09-20

EQUITY INVESTOR FD UTIL PORT 200 SER B DAF
S-6, 2000-09-20

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As filed with the Securities and Exchange Commission on September 20, 2000

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A. Exact name of trust:

EQUITY INVESTOR FUND
UTILITY PORTFOLIO
2000 SERIES B
DEFINED ASSET FUNDS

B. Name of depositor:

MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.

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

MERRILL LYNCH, PIERCE, FENNER& SMITH INCORPORATED UNIT INVESTMENT TRUST DIVISION P.O. BOX 9051 PRINCETON, N.J. 08543-9051	PAINEWEBBER INCORPORATED 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019
SALOMON SMITH BARNEY INC. 388 GREENWICH STREET 23RD FLOOR NEW YORK, N.Y. 10013	DEAN WITTER REYNOLDS INC. TWO WORLD TRADE CENTER 59TH FLOOR NEW YORK, N.Y. 10048

D. Names and complete addresses of agent for service:

TERESA KONCICK, ESQ. P.O. BOX 9051 PRINCETON, N.J. 08543-9051		ROBERT E. HOLLEY 1200 HARBOR BLVD. WEEHAWKEN, NJ 07087
MICHAEL KOCHMANN 388 GREENWICH STREET NEW YORK, NY 10013	*COPIES TO:* PIERRE DE SAINT PHALLE, ESQ. 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017	DOUGLAS LOWE, ESQ. DEAN WITTER REYNOLDS INC. TWO WORLD TRADE CENTER -- 59TH FLOOR NEW YORK, NY 10048

E. Title of securities being registered:

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

F. Approximate date of proposed sale to public:

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

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.

PART II ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

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

I.	Bonding arrangements of the Depositor are incorporated by reference to Item A of Part II to the Registration Statement on Form S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
II.	The date of organization of the Depositor is set forth in Item B of Part II to the Registration Statement on Form S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241) and is herein incorporated by reference thereto.
III.	The Charter and By-Laws of the Depositor are incorporated herein by reference to Exhibits 1.3 through 1.12 to the Registration Statement on Form S-6 under the Securities Act of 1933 for Municipal Investment Trust Fund, Monthly Payment Series--573 Defined Asset Funds (Reg. No. 333-08241).
IV.	Information as to Officers and Directors of the Depositor has been filed pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the Securities Exchange Act of 1934 and is incorporated by reference to the SEC filings indicated and made a part of this Registration Statement:

	SEC FILE OR IDENTIFICATION NO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated	8-7221
Salomon Smith Barney Inc.	8-8177
Paine Webber Incorporated	8-16267
Dean Witter Reynolds Inc.	8-14172

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

Merrill Lynch, Pierce, Fenner & Smith Incorporated 13-5674085

Salomon Smith Barney Inc. 13-1912900

PaineWebber Incorporated 13-2638166

Dean Witter Reynolds Inc. 94-0899825

The Chase Manhattan Bank 13-4994650

UNDERTAKING

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

II-1

SERIES OF EQUITY INCOME FUND AND EQUITY INVESTOR FUND
        DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

Series Number SEC File Number

Select S&P Industrial Portfolio--1998 Series H 333-64577

CONTENTS OF REGISTRATION STATEMENT

THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND DOCUMENTS:

The facing sheet of Form S-6.

The Cross-Reference Sheet (incorporated by reference to the Cross-Reference Sheet to the Registration Statement of Defined Asset Fund Municipal Insured Series, 1933 Act File No. 33-54565.

The Prospectus.

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

The following exhibits:

*1.1 -- Form of Trust Indenture.

1.2 -- Form of Master Agreement Among Underwriters (incorporated by reference to Exhibit 1.2 to the Registration Statement of The Corporate Income Fund, One Hundred Ninety-Fourth Monthly Payment Series, 1933 Act File No. 2-90925).

1.11.1 -- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the Registration Statement of Equity Participation Series, Low Five Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).

1.11.2 -- Equity Investor Fund Code of Ethics (incorporated by reference to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the Registration of Equity Participation Series Low Five Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685.)

*3.1 -- Opinion of counsel as to the legality of the securities being issued including their consent to the use of their name under the heading "How the Fund Works--Legal Opinion" in the Prospectus.

5.1 -- Consent of independent accountants.

9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1 to the Registration Statement of Equity Investor Fund, Select Ten Portfolio 1999 International Series A (United Kingdom Portfolio), File No. 333-70593).

_________________
* To be filed with Amendment to Registration Statement.

R-1

EQUITY INVESTOR FUND
INTERNET PORTFOLIO 2000 SERIES E DEFINED ASSET FUNDS

SIGNATURES

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

1) That the portfolio securities deposited in the series as to which this registration statement is being filed do not differ materially in type or quality from those deposited in such previous series;

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

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

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 20^th DAY OF SEPTEMBER, 2000.

Signatures appear on pages R-3, R-4, R-5 and R-6.

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

      A majority of the members of the Board of Directors of Salomon Smith Barney Inc. has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.

      A majority of the members of the Executive Committee of the Board of Directors of PaineWebber Incorporated has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.

      A majority of the members of the Board of Directors of Dean Witter Reynolds Inc. has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.

R-2

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
      DEPOSITOR

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

GEORGE A SCHIEREN
JOHN L. STEFFENS

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

R-3

SALOMON SMITH BARNEY INC.
      DEPOSITOR

By the following persons, who constitute a majority of the Board of Directors of Salomon Smith Barney Inc.: Powers of Attorney have been filed under the 1933 Act File Numbers: 333-63417 and 333-63033.

MICHAEL CARPENTER
DERYCK C. MAUGHAN

BY GINA LEMON
     (As authorized signatory for
      Salomon Smith Barney Inc.
      and Attorney-in-fact for the persons listed above)

R-4

PAINEWEBBER INCORPORATED
      DEPOSITOR

By the following persons, who constitute a majority of the Board of Directors of PaineWebber Incorporated: Powers of Attorney have been filed under the following 1933 Act File Number: 2-61279

MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON

By ROBERT E. HOLLEY
     (As authorized signatory for
      PaineWebber Incorporated
      and Attorney-in-fact for the persons listed above)

R-5

DEAN WITTER REYNOLDS INC.
       DEPOSITOR

By the following persons, who constitute a majority of the Board of Directors of Dean Witter Reynolds Inc.: Powers of Attorney have been filed under Form SE and the following 1933 Act File Numbers: 333-13039, 333-47553, 333-89009 and 333-39302

BRUCE F. ALONSO
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
DONALD G. KEMPF, JR.
JOHN J. MACK
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
JOHN H. SCHAEFER
THOMAS C. SCHNEIDER
ALAN A. SCHRODER
ROBERT G. SCOTT

By MICHAEL D. BROWNE
    (As authorized signatory for Dean Witter Reynolds Inc.
      and Attorney-in-fact for the persons listed above)

R-6

Merrill Lynch, Pierce, Fenner & Smith Incorporated	13-5674085
Salomon Smith Barney Inc.	13-1912900
PaineWebber Incorporated	13-2638166
Dean Witter Reynolds Inc.	94-0899825
The Chase Manhattan Bank	13-4994650

Series Number	SEC File Number
Select S&P Industrial Portfolio--1998 Series H	333-64577

*1.1 --	Form of Trust Indenture.
1.2 --	Form of Master Agreement Among Underwriters (incorporated by reference to Exhibit 1.2 to the Registration Statement of The Corporate Income Fund, One Hundred Ninety-Fourth Monthly Payment Series, 1933 Act File No. 2-90925).
1.11.1 --	Merrill Lynch Code of Ethics (incorporated by reference to Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the Registration Statement of Equity Participation Series, Low Five Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685).
1.11.2 --	Equity Investor Fund Code of Ethics (incorporated by reference to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the Registration of Equity Participation Series Low Five Portfolio, Defined Asset Funds, 1933 Act File No. 333-05685.)
*3.1 --	Opinion of counsel as to the legality of the securities being issued including their consent to the use of their name under the heading "How the Fund Works--Legal Opinion" in the Prospectus.
5.1 --	Consent of independent accountants.
9.1 --	Information Supplement (incorporated by reference to Exhibit 9.1 to the Registration Statement of Equity Investor Fund, Select Ten Portfolio 1999 International Series A (United Kingdom Portfolio), File No. 333-70593).


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

1)	That the portfolio securities deposited in the series as to which this registration statement is being filed do not differ materially in type or quality from those deposited in such previous series;

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

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

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 20^th DAY OF SEPTEMBER, 2000.

Signatures appear on pages R-3, R-4, R-5 and R-6.

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

A majority of the members of the Board of Directors of Salomon Smith Barney Inc. has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.

A majority of the members of the Executive Committee of the Board of Directors of PaineWebber Incorporated has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.

A majority of the members of the Board of Directors of Dean Witter Reynolds Inc. has signed this Registration Statement or Amendment to the Registration Statement pursuant to Powers of Attorney authorizing the person signing this Registration Statement or Amendment to the Registration Statement to do so on behalf of such members.
R-2


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED DEPOSITOR

By the following persons, who constitute a majority of the Board of Directors of Merrill Lynch, Pierce, Fenner & Smith Incorporated:	Powers of Attorney have been filed under Form SE and the following 1933 Act File Number: 333-70593
GEORGE A SCHIEREN JOHN L. STEFFENS
By JAY M. FIFE (As authorized signatory for Merrill Lynch, Pierce, Fenner & Smith Incorporated and Attorney-in-fact for the persons listed above)
R-3


SALOMON SMITH BARNEY INC. DEPOSITOR
By the following persons, who constitute a majority of the Board of Directors of Salomon Smith Barney Inc.:		Powers of Attorney have been filed under the 1933 Act File Numbers: 333-63417 and 333-63033.
MICHAEL CARPENTER DERYCK C. MAUGHAN
BY GINA LEMON (As authorized signatory for Salomon Smith Barney Inc. and Attorney-in-fact for the persons listed above)
R-4


PAINEWEBBER INCORPORATED DEPOSITOR
By the following persons, who constitute a majority of the Board of Directors of PaineWebber Incorporated:		Powers of Attorney have been filed under the following 1933 Act File Number: 2-61279
MARGO N. ALEXANDER TERRY L. ATKINSON BRIAN M. BAREFOOT STEVEN P. BAUM MICHAEL CULP REGINA A. DOLAN JOSEPH J. GRANO, JR. EDWARD M. KERSCHNER JAMES P. MacGILVRAY DONALD B. MARRON ROBERT H. SILVER MARK B. SUTTON
By ROBERT E. HOLLEY (As authorized signatory for PaineWebber Incorporated and Attorney-in-fact for the persons listed above)
R-5


DEAN WITTER REYNOLDS INC. DEPOSITOR
By the following persons, who constitute a majority of the Board of Directors of Dean Witter Reynolds Inc.:		Powers of Attorney have been filed under Form SE and the following 1933 Act File Numbers: 333-13039, 333-47553, 333-89009 and 333-39302
BRUCE F. ALONSO RICHARD M. DeMARTINI RAYMOND J. DROP JAMES F. HIGGINS DONALD G. KEMPF, JR. JOHN J. MACK MITCHELL M. MERIN STEPHEN R. MILLER PHILIP J. PURCELL JOHN H. SCHAEFER THOMAS C. SCHNEIDER ALAN A. SCHRODER ROBERT G. SCOTT
By MICHAEL D. BROWNE (As authorized signatory for Dean Witter Reynolds Inc. and Attorney-in-fact for the persons listed above)
R-6