FT 492, 487, 2000-12-29

FT 492
487, 2000-12-29

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Registration No. 333-52502
1940 Act No. 811-05903

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to Form S-6

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

A. Exact name of trust:

FT 492

B. Name of depositor:

NIKE SECURITIES L.P.

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

1001 Warrenville Road
Lisle, Illinois 60532

D. Name and complete address of agents for service:

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

E. Title of Securities Being Registered:

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

F. Approximate date of proposed sale to public:

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

|XXX|Check box if it is proposed that this filing will become
effective on December 29, 2000 at 2:00 p.m. pursuant to Rule 487.

________________________________

The Dow (sm) Dividend And Repurchase Target 5 Portfolio,
Qualified 2001 Series

The Dow (sm) Dividend And Repurchase Target 10 Portfolio,
Qualified 2001 Series

European Target 20 Portfolio, Qualified 2001 Series
The Nasdaq Target 15 Portfolio, Qualified 2001 Series
The S&P Target 10 Portfolio, Qualified 2001 Series
Value Line(R) Target Portfolio, Qualified 2001 Series

FT 492

FT 492 is a series of a unit investment trust, the FT Series. Each of
the six portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 492 consisting of a
portfolio of common stocks ("Securities") selected by applying a
specialized strategy. The objective of each Trust is to provide an above-
average total return.

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

First Trust (R)

1-800-621-9533

Page 1

The date of this prospectus is December 29, 2000

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 17
Portfolios 18
Risk Factors 20
Hypothetical Performance Information 23
Public Offering 25
Distribution of Units 26
The Sponsor's Profits 27
The Secondary Market 27
How We Purchase Units 27
Expenses and Charges 27
Tax Status 28
Rights of Unit Holders 28
Income and Capital Distributions 29
Redeeming Your Units 29
Investing in a New Trust 30
Removing Securities from a Trust 30
Amending or Terminating the Indenture 31
Information on the Sponsor, Trustee,
Shareholder Servicing Agent and Evaluator 32
Other Information 33

Page 2

Summary of Essential Information

FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Shareholder Servicing Agent: BISYS Fund Services Ohio, Inc.
Evaluator: First Trust Advisors L.P.

<TABLE>
<CAPTION>
The Dow (sm) The Dow (sm) European Target
DART 5 Portfolio DART 10 Portfolio 20 Portfolio
Qualified 2001 Qualified 2001 Qualified
Series Series 2001 Series
____________ ____________ ____________
<S> <C> <C> <C>
Initial Number of Units (1) 17,058 13,952 14,435
Fractional Undivided Interest in the Trust per Unit (1) 1/17,058 1/13,952 1/14,435
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 8.790 $ 10.750 $ 10.400
Maximum Sales Charge of 1.0% of the Public Offering
Price per Unit (1.0% of the net amount invested) (3) $ .088 $ .108 $ .104
Less Deferred Sales Charge per Unit $ (.088) $ (.108) $ (.104)
Public Offering Price per Unit (4) $ 8.790 $ 10.750 $ 10.400
Sponsor's Initial Repurchase Price per Unit (5) $ 8.790 $ 10.750 $ 10.400
Redemption Price per Unit (based on aggregate underlying
value of Securities) (5) $ 8.790 $ 10.750 $ 10.400
Estimated Net Annual Distribution per Unit (6) $ .2109 $ .2513 $ .3744
CUSIP Number 30265U 712 30265U 662 30265U 670
Security Code 60132 60131 60130
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January 2, 2001
Mandatory Termination Date (7) December 31, 2001

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

Page 3

Summary of Essential Information

FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Shareholder Servicing Agent: BISYS Fund Services Ohio, Inc.
Evaluator: First Trust Advisors L.P.

<TABLE>
<CAPTION>
The Nasdaq Target 15 S&P Target 10 Value Line(R) Target
Portfolio, Qualified Portfolio, Qualified Portfolio, Qualified
2001 Series 2001 Series 2001 Series
____________ ____________ ____________
<S> <C> <C> <C>
Initial Number of Units (1) 17,213 18,884 15,007
Fractional Undivided Interest in the Trust per Unit (1) 1/17,213 1/18,884 1/15,007
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $ 8.71 $ 7.94 $ 10.000
Maximum Sales Charge of 1.0% of the Public
Offering Price per Unit (1.0% of the net amount invested) $ .087 $ .079 $ .100
(3)
Less Deferred Sales Charge per Unit $ (.087) $ (.079) $ (.100)
Public Offering Price per Unit (4) $ 8.71 $ 7.94 $ 10.000
Sponsor's Initial Repurchase Price per Unit (5) $ 8.71 $ 7.94 $ 10.000
Redemption Price per Unit (based on aggregate underlying
value of Securities) (5) $ 8.71 $ 7.94 $ 10.000
Estimated Net Annual Distribution per Unit (6) N.A. N.A. N.A.
CUSIP Number 30265U 688 30265U 696 30265U 704
Security Code 60129 60128 60127
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
First Settlement Date January 2, 2001
Mandatory Termination Date (7) December 31, 2001

_____________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of the Trusts. If we make such an adjustment,
the fractional undivided interest per Unit will vary from the amounts
indicated above.

(2) Each listed Security is valued at its last closing sale price on the
relevant stock exchange on the business day prior to the Initial Date of
Deposit. If a Security is not listed, or if no closing sale price
exists, it is valued at its closing ask price on such date. The value of
foreign Securities trading in non-U.S. dollars is determined by
converting the value of such Securities to their U.S. dollar equivalent
based on the offering side of the currency exchange rate for the
currency in which a Security is generally denominated at the Evaluation
Time on the business day prior to the Initial Date of Deposit.
Evaluations for purposes of determining the purchase, sale or redemption
price of Units are made as of the close of trading on the New York Stock
Exchange ("NYSE") (generally 4:00 p.m. Eastern time) on each day on
which it is open (the "Evaluation Time").

(3) The maximum sales charge consists entirely of a deferred sales
charge. See "Fee Table" and "Public Offering." If you redeem or sell
Units, you will not be assessed any remaining unaccrued deferred sales
charge payments at the time of sale or redemption.

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

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

(6) The actual net annual distribution per Unit you receive will vary
from that set forth above with changes in a Trust's fees and expenses,
dividends received, currency exchange rates, foreign withholding and
with the sale of Securities. See "Fee Table" and "Expenses and Charges."
Dividend yield was not a selection criteria for The S&P Target 10
Portfolio, The Nasdaq Target 15 Portfolio or the Value Line(R) Target
Portfolio.

(7) See "Amending or Terminating the Indenture."
</FN>
</TABLE>

Page 4

Fee Table

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

<TABLE>
<CAPTION>
THE DOW(SM) THE DOW(SM) EUROPEAN TARGET 20
DART 5 PORTFOLIO DART 10 PORTFOLIO PORTFOLIO
QUALIFIED 2001 SERIES QUALIFIED 2001 SERIES QUALIFIED 2001 SERIES
_____________________ _____________________ _____________________
<S> <C> <C> <C> <C> <C> <C>
Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
Unit Holder Sales Fees (as a percentage of
public offering price)

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000 0.00%(a) $.000 0.00%(a) $.000
Deferred sales charge 1.00%(b) $.088 1.00%(b) $.108 1.00%(b) $.104
_____ _____ _____ _____ _____ _____
Maximum Sales Charges 1.00% $.088 1.00% $.108 1.00% $.104
===== ===== ===== ===== ===== =====
Organization Costs (as a percentage of
public offering price)
Estimated organization costs .199%(c) $.0175 .163%(c) $.0175 .168%(c) $.0175
===== ===== ===== ====== ===== ======
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)

Portfolio supervision, bookkeeping, administrative
and evaluation fees .066% $.0060 .054% $.0060 .056% $.0060
Trustee's fee, Shareholder Servicing Agent's fee
and other operating expenses .160%(e) $.0144 .131%(e) $.0144 .229%(e) $.0244
_____ ______ _____ ______ _____ ______
Total .226% $.0204 .185% $.0204 .285% $.0304
===== ====== ===== ====== ===== ======
</TABLE>

<TABLE>
<CAPTION>
THE NASDAQ THE S&P TARGET VALUE LINE(R) TARGET
TARGET 15 PORTFOLIO 10 PORTFOLIO PORTFOLIO
QUALIFIED 2001 SERIES QUALIFIED 2001 SERIES QUALIFIED 2001 SERIES
_____________________ _____________________ _____________________
<S> <C> <C> <C> <C> <C> <C>
Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
Unit Holder Sales Fees (as a percentage of
public offering price)

Maximum Sales Charge
Initial sales charge 0.00%(a) $.000 0.00%(a) $.000 0.00%(a) $.000
Deferred sales charge 1.00%(b) $.087 1.00%(b) $.079 1.00%(b) $.100
_____ _____ _____ _____ _____ _____
Maximum Sales Charges 1.00% $.087 1.00% $.079 1.00% $.100
===== ===== ===== ===== ===== =====
Organization Costs (as a percentage of
public offering price)
Estimated organization costs .201%(c) $.0175 .202%(c) $.0160 .175%(c) $.0175
===== ====== ===== ====== ===== ======
Estimated Annual Trust Operating Expenses(d)
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees .067% $.0060 .074% $.0060 .058% $.0060
Trustee's fee, Shareholder Servicing Agent's fee
and other operating expenses .184%(e) $.0164 .214%(e) $.0174 .219%(e) $.0224
_____ ______ _____ ______ _____ ______
Total .251% $.0224 .288% $.0234 .277% $.0284
===== ===== ===== ===== ===== =====
</TABLE>

Page 5

Example

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
______ _______ _______ ________
<S> <C> <C> <C> <C>
The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2001 Series $143 $443 $765 $1,678
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2001 Series 135 419 725 1,593
European Target 20 Portfolio, Qualified 2001 Series 145 452 780 1,708
The Nasdaq Target 15 Portfolio, Qualified 2001 Series 145 451 779 1,707
The S&P Target 10 Portfolio, Qualified 2001 Series 149 463 799 1,749
Value Line(r) Target Portfolio, Qualified 2001 Series 145 451 779 1,707

The examples assume that the principal amount and distributions are rolled
annually into a New Trust, and you pay the deferred sales charge.

________________

<FN>
(a) There is no initial sales charge on Trust Units.

(b) The deferred sales charge for each Trust is a fixed dollar amount
equal to $.088, $.108, $.104, $.087, $.079 and $.100 per Unit for The
Dow sm DART 5 Portfolio, The Dow sm DART 10 Portfolio, European Target
20 Portfolio, The Nasdaq Target 15 Portfolio, The S&P Target 10
Portfolio and The Value Line Target Portfolio, respectively, which will
be accrued on a daily basis and deducted monthly, commencing January 19,
2001, over the life of a Trust and at a Trust's termination. The
deferred sales charge, as a percentage of the Public Offering Price,
will vary over time. When you purchase Units you will only be subject to
deferred sales charge payments not yet accrued.

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

(d)Each of the fees listed herein is assessed on a fixed dollar amount
per Unit basis which, as a percentage of average net assets, will vary
over time. The Sponsor will bear annual Trust Operating Expenses in
excess of the amounts set forth above (if applicable) for each Trust.

(e) Other operating expenses for certain Trusts include estimated per
Unit costs associated with a license fee as described in "Expenses and
Charges," but do not include brokerage costs and other portfolio
transaction fees for any of the Trusts. In certain circumstances the
Trusts may incur additional expenses not set forth above. See "Expenses
and Charges."
</FN>
</TABLE>

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 492

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 492, comprised of The Dow(sm) Dividend
And Repurchase Target 5 Portfolio, Qualified 2001 Series; The Dow(sm)
Dividend And Repurchase Target 10 Portfolio, Qualified 2001 Series;
European Target 20 Portfolio, Qualified 2001 Series; The Nasdaq Target
15 Portfolio, Qualified 2001 Series; The S&P Target 10 Portfolio,
Qualified 2001 Series; and Value Line(R) Target Portfolio, Qualified
2001 Series, as of the opening of business on December 29, 2000. These
statements of net assets are the responsibility of the Trusts' Sponsor.
Our responsibility is to express an opinion on these statements of net
assets based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
statements of net assets are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the statements of net assets. Our procedures included
confirmation of the cash allocated among the Trusts on December 29,
2000. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 492,
comprised of The Dow(sm) Dividend And Repurchase Target 5 Portfolio,
Qualified 2001 Series; The Dow(sm) Dividend And Repurchase Target 10
Portfolio, Qualified 2001 Series; European Target 20 Portfolio,
Qualified 2001 Series; The Nasdaq Target 15 Portfolio, Qualified 2001
Series; The S&P Target 10 Portfolio, Qualified 2001 Series; and Value
Line(R) Target Portfolio, Qualified 2001 Series, at the opening of
business on December 29, 2000 in conformity with accounting principles
generally accepted in the United States.

ERNST & YOUNG LLP

Chicago, Illinois
December 29, 2000

Page 7

Statements of Net Assets

FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
The Dow(sm) The Dow(sm)
DART 5 Portfolio DART 10 Portfolio European Target 20
Qualified 2001 Qualified 2001 Portfolio, Qualified
Series Series 2001 Series
____________ ____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $149,948 $149,990 $150,126
Less liability for reimbursement to Sponsor
for organization costs (3) (299) (244) (253)
________ ________ ________
Net assets $149,649 $149,746 $149,873
======== ======== ========
Units outstanding 17,058 13,952 14,435

ANALYSIS OF NET ASSETS
Cost to investors (4) $149,948 $149,990 $150,126
Less sales charge (4) (0) (0) (0)
Less estimated reimbursement to Sponsor
for organization costs (3) (299) (244) (253)
________ ________ ________
Net assets $149,649 $149,746 $149,873
======== ======== ========

__________

<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>
</TABLE>

Page 8

Statements of Net Assets

FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
The Nasdaq Target 15 S&P Target 10 Value Line(R) Target
Portfolio, Qualified Portfolio, Qualified Portfolio, Qualified
2001 Series 2001 Series 2001 Series
____________ ____________ ____________
<S> <C> <C> <C>
NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $149,929 $149,946 $150,078
Less liability for reimbursement to Sponsor
for organization costs (3) (301) (302) (263)
________ ________ ________
Net assets $149,628 $149,644 $149,815
======== ======== ========
Units outstanding 17,213 18,884 15,007

ANALYSIS OF NET ASSETS
Cost to investors (4) $149,929 $149,946 $150,078
Less sales charge (4) (0) (0) (0)
Less estimated reimbursement to Sponsor
for organization costs (3) (301) (302) (263)
________ ________ ________
Net assets $149,628 $149,644 $149,815
======== ======== ========

______________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

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

(2) Cash totaling $900,017 which will be allocated among each of the six
Trusts in FT 492, has been deposited with the Trustee as collateral,
covering the monies necessary for the purchase of the Securities
according to their purchase contracts.

(3) A portion of the Public Offering Price consists of an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $.0160 per
Unit for The S&P Target 10 Portfolio and $.0175 per Unit for each of the
other five Trusts. A payment will be made as of the earlier of six
months after the Initial Date of Deposit or the end of the initial
offering period to an account maintained by the Trustee from which the
obligation of the investors to the Sponsor will be satisfied. To the
extent that actual organization costs of a Trust are greater than the
estimated amount, only the estimated organization costs added to the
Public Offering Price will be reimbursed to the Sponsor and deducted
from the assets of such Trust.

(4) No initial sales charge will be assessed on Trust Units. A deferred
sales charge, which accrues on a daily basis and which will total $.088,
$.108, $.104, $.087, $.079 and $.100 per Unit for The Dow DART 5
Portfolio, The Dow sm DART 10 Portfolio, European Target 20 Portfolio,
The Nasdaq Target 15 Portfolio, The S&P Target 10 Portfolio and The
Value Line Target Portfolio, respectively, will be paid to us in monthly
installments beginning on January 19, 2001 and on the 20th day of each
month thereafter (or the preceding business day if the 20th day is not a
business day) over the life of a Trust and at each Trust's termination.
If you redeem Units you will not have to pay the unaccrued amount of the
deferred sales charge applicable to such Units when you redeem them.
</FN>
</TABLE>

Page 9

Schedule of Investments

The DOW(sm) Dividend And Repurchase Target 5 Portfolio
Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of Current
of Ticker Symbol and Offering Value per Securities to Dividend
Shares Name of Issuer of Securities (1) Price Share the Trust (2) Yield (3)
______ _______________________________________ ___________ ________ _____________ _________
<C> <S> <C> <C> <C> <C>
746 EK Eastman Kodak Company 20% $ 40.188 $ 29,980 4.38%
925 HWP Hewlett-Packard Company 20% 32.438 30,005 0.99%
246 MMM Minnesota Mining & Manufacturing Company 20% 121.938 29,997 1.90%
671 MO Philip Morris Companies, Inc. 20% 44.688 29,986 4.74%
381 UTX United Technologies Corporation 20% 78.688 29,980 1.14%
______ ________
Total Investments 100% $149,948
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 16.
</FN>
</TABLE>

Page 10

Schedule of Investments

The DOW(sm) Dividend And Repurchase Target 10 Portfolio
Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

Percentage
Number of Aggregate Market Cost of Current
of Ticker Symbol and Offering Value per Securities to Dividend
Shares Name of Issuer of Securities (1) Price Share the Trust (2) Yield (3)
______ _______________________________________ __________ _______ __________ _________
<C> <S> <C> <C> <C> <C>
229 BA The Boeing Company 10% $ 65.438 $ 14,985 1.04%
315 CAT Caterpillar Inc. 10% 47.625 15,002 2.86%
304 DD E.I. du Pont de Nemours & Company 10% 49.313 14,991 2.84%
373 EK Eastman Kodak Company 10% 40.188 14,990 4.38%
296 GM General Motors Corporation 10% 50.750 15,022 3.94%
462 HWP Hewlett-Packard Company 10% 32.438 14,986 0.99%
158 MRK Merck & Co., Inc. 10% 94.750 14,971 1.44%
123 MMM Minnesota Mining & Manufacturing Company 10% 121.938 14,998 1.90%
336 MO Philip Morris Companies, Inc. 10% 44.688 15,015 4.74%
191 UTX United Technologies Corporation 10% 78.688 15,030 1.14%
______ ________
Total Investments 100% $149,990
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 16.
</FN>
</TABLE>

Page 11

Schedule of Investments

European Target 20 Portfolio, Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of Current
of Offering Value Securities to Dividend
Shares Name of Issuer of Securities (1) Price per Share the Trust (2) Yield (3)
______ _______________________________________ _________ _________ _________ _________
<C> <S> <C> <C> <C> <C>
333 ABN AMRO Holding NV 5% $ 22.494 $ 7,490 3.70%
136 Anglo American Plc 5% 55.102 7,494 3.39%
1,851 BG Group Plc 5% 4.052 7,500 3.90%
959 British American Tobacco Plc 5% 7.817 7,496 5.70%
883 British Telecommunications Plc 5% 8.491 7,498 4.27%
464 CGNU Plc 5% 16.163 7,500 3.89%
275 Commerzbank AG 5% 27.289 7,504 3.88%
188 DaimlerChrysler AG 5% 39.850 7,492 7.80%
678 Diageo Plc 5% 11.061 7,499 3.14%
443 Endesa SA 5% 16.921 7,496 3.35%
1,906 Enel SpA 5% 3.934 7,498 2.82%
1,162 ENI SpA 5% 6.452 7,497 2.59%
751 Halifax Group Plc 5% 9.981 7,496 4.15%
660 Koninklijki (Royal) KPN NV 5% 11.358 7,496 4.28%
710 Lloyds TSB Group Plc 5% 10.562 7,499 4.36%
426 Rio Tinto Plc 5% 17.608 7,501 3.43%
460 San Paolo-IMI SpA 5% 16.292 7,494 2.93%
978 ScottishPower Plc 5% 7.672 7,503 4.63%
30 Swisscom AG 5% 253.980 7,619 3.59%
47 UBS AG 5% 160.712 7,554 2.08%
_______ ________
Total Investments 100% $150,126
======= ========

___________

<FN>
See "Notes to Schedules of Investments" on page 16.
</FN>
</TABLE>

Page 12

Schedule of Investments

The Nasdaq Target 15 Portfolio, Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

___________

<FN>
See "Notes to Schedules of Investments" on page 16.
</FN>
</TABLE>

Page 13

Schedule of Investments

The S&P Target 10 Portfolio, Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price Share the Trust (2)
______ _______________________ _________ ______ _________
<C> <S> <C> <C> <C> <C>
144 CAH Cardinal Health, Inc. 10% $103.875 $ 14,958
265 DYN Dynegy Inc. 10% 56.500 14,972
205 EPG El Paso Energy Corporation 10% 73.188 15,004
177 ENE Enron Corp. 10% 84.813 15,012
213 LEH Lehman Brothers Holdings Inc. 10% 70.438 15,003
344 REI Reliant Energy, Inc. 10% 43.625 15,007
275 SPC The St. Paul Companies, Inc. 10% 54.500 14,987
331 THC Tenet Healthcare Corporation 10% 45.250 14,978
240 UNH UnitedHealth Group Incorporated 10% 62.500 15,000
276 WM Washington Mutual, Inc. 10% 54.438 15,025
_____ ________
Total Investments 100% $149,946
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 16.
</FN>
</TABLE>

Page 14

Schedule of Investments

Value Line(R) Target Portfolio, Qualified 2001 Series
FT 492

At the Opening of Business on the
Initial Date of Deposit-December 29, 2000

<TABLE>
<CAPTION>
Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price Share the Trust (2)
______ _______________________________________ _________ _________ _________
<C> <S> <C> <C> <C>
108 ALSI Advantage Learning Systems, Inc. 2.35% $ 32.688 $ 3,530
50 SLOT Anchor Gaming 1.40% 42.000 2,100
38 BZH Beazer Homes USA, Inc. 0.99% 39.000 1,482
270 CRUS Cirrus Logic, Inc. 3.72% 20.688 5,586
92 COLM Columbia Sportswear Company 3.28% 53.563 4,928
47 DP Diagnostic Products Corporation 1.84% 58.625 2,755
101 EDMC Education Management Corporation 2.58% 38.375 3,876
231 DHI D.R. Horton, Inc. 3.97% 25.813 5,963
51 IMPH IMPATH Inc. 2.38% 70.063 3,573
245 IGT International Game Technology 7.86% 48.125 11,791
174 LEN Lennar Corporation 4.36% 37.625 6,547
180 LNCR Lincare Holdings Inc. 7.32% 61.063 10,991
174 MND Mitchell Energy & Development Corp. 7.36% 63.438 11,038
32 NVR NVR, Inc. 2.66% 124.600 3,987
241 OO Oakley, Inc. 2.30% 14.313 3,449
289 OXHP Oxford Health Plans, Inc. 7.80% 40.500 11,704
92 PPDI Pharmaceutical Product Development, Inc. 3.30% 53.875 4,957
173 PCP Precision Castparts Corp. 4.96% 43.000 7,439
140 PHM Pulte Corporation 3.97% 42.563 5,959
45 RYL The Ryland Group, Inc. 1.22% 40.750 1,834
101 SPF Standard Pacific Corp. 1.64% 24.438 2,468
216 TLB The Talbots, Inc. 6.72% 46.688 10,085
111 TBL The Timberland Company (Class A) 5.12% 69.188 7,680
130 TOL Toll Brothers, Inc. 3.55% 41.000 5,330
99 UHS Universal Health Services, Inc. (Class B) 7.35% 111.375 11,026
________ ________
Total Investments 100% $150,078
======= ========

___________

<FN>
See "Notes to Schedules of Investments" on page 16.

Page 15

NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on December 29, 2000. Each Trust has a Mandatory Termination
Date of December 31, 2001.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired-generally
determined by the closing sale prices of the Securities on the
applicable exchange (where applicable, converted into U.S. dollars at
the offer side of the exchange rate at the Evaluation Time) at the
Evaluation Time on December 28, 2000, the business day prior to the
Initial Date of Deposit. The valuation of the Securities has been
determined by the Evaluator, an affiliate of ours. The cost of the
Securities to us and our loss (which is the difference between the cost
of the Securities to us and the cost of the Securities to a Trust) are
set forth below:

Cost of
Securities Profit
to Sponsor (Loss)
___________ ______
The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2001 Series $149,338 $ 610
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2001 Series 150,271 (281)
European Target 20 Portfolio, Qualified 2001 Series 152,133 (2,007)
The Nasdaq Target 15 Portfolio, Qualified 2001 Series 148,538 1,391
The S&P Target 10 Portfolio, Qualified 2001 Series 149,146 800
Value Line(R) Target Portfolio, Qualified 2001 Series 150,315 (237)

(3) Current Dividend Yield for each Security was calculated by dividing
the most recent annualized ordinary dividend paid on a Security by that
Security's closing sale price at the Evaluation Time on the business day
prior to the Initial Date of Deposit.

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

Page 16

The FT Series

The FT Series Defined.

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

- The Dow(sm) Dividend And Repurchase Target 5 Portfolio
- The Dow(sm) Dividend And Repurchase Target 10 Portfolio
- European Target 20 Portfolio
- The Nasdaq Target 15 Portfolio
- The S&P Target 10 Portfolio
- Value Line(R) Target Portfolio

Units of the Trusts are only available to employee benefit plans
established pursuant to Sections 401(a) or 457 of the Internal Revenue
Code of 1986, as amended ("Eligible Plans"). Eligible Plans will invest
in Units of the Trusts in accordance with allocation instructions
received from employees pursuant to their respective terms. Accordingly,
the interests of an employee in the Units of a Trust is subject to the
terms of their respective Eligible Plan and the terms on which Units of
the Trusts are offered as an investment alternative under such Eligible
Plan. As used herein, Unit holder shall refer to an Eligible Plan.

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

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

How We Created the Trusts.

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

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

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

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

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

Page 17

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

Portfolios

Objectives.

When you invest in a Trust you are purchasing a quality portfolio of
attractive common stocks in one convenient purchase. The objective of
each Trust is to provide an above-average total return. To achieve this
objective, each Trust will invest in the common stocks of companies
which are selected by applying a unique specialized strategy. While the
Trusts all seek to provide above-average total return, each follows a
different investment strategy. We cannot guarantee that a Trust will
achieve its objective or that a Trust will make money once expenses are
deducted.

The Dow (sm) Dividend and Repurchase Target Portfolio Strategies.

Both The Dow (sm) Dividend and Repurchase Target ("DART") 5 Portfolio
Strategy and The Dow (sm) DART 10 Portfolio Strategy each select a
portfolio of Dow Jones Industrial Average ("DJIA") stocks with high
dividend yields and/or high buyback ratios, and, for the Dow (sm) DART 5
Portfolio Strategy, high return on assets, as a means to achieving each
Trust's investment objective. By analyzing dividend yields, the
Strategies seek to uncover stocks that may be out of favor or
undervalued. More recently, many companies have turned to stock
reduction programs as a tax efficient way to bolster their stock prices
and reward shareholders. Companies which have reduced their shares
through a share buyback programs may indicate a company with a strong
cash flow position and high quality earnings. Buyback ratio is the ratio
of a company's shares of common stock outstanding 12 months prior to the
date of this prospectus divided by a company's shares outstanding as of
the business day prior to the date of this prospectus, minus "1."

The Dow(sm) DART 5 Strategy.

The Dow(sm) DART 5 Portfolio is determined as follows:

Step 1: We rank all 30 stocks contained in the DJIA by the sum of their
dividend yield and buyback ratio as of the business day prior to the
date of this prospectus.

Step 2: We then select the ten stocks with the highest combined dividend
yields and buyback ratios.

Step 3: From the ten stocks selected in Step 2, we select the five
stocks with the greatest increase in the percentage change in return on
assets in the most recent year as compared to the previous year for The
Dow(sm) DART 5 Portfolio.

The Dow(sm) DART 10 Strategy.

The Dow(sm) DART 10 Portfolio is determined as follows:

Step 1: We rank all 30 stocks contained in the DJIA by the sum of their
dividend yield and buyback ratio as of the business day prior to the
date of this prospectus.

Step 2: We then select the ten stocks with the highest combined dividend
yields and buyback ratios for The Dow(sm) DART 10 Portfolio.

European Target 20 Portfolio Strategy.

The European Target 20 Portfolio invests in stocks with high dividend
yields as a means to achieving the Trust's investment objective.
Investing in stocks with high dividend yields may be effective in
achieving the Trust's investment objective, because regular dividends
are common for established companies, and dividends have historically
accounted for a large portion of the total return on stocks. The
European Target 20 Portfolio is determined as follows:

Step 1: We rank the 120 largest companies based on market capitalization
which are headquartered in Austria, Belgium, Denmark, Finland, Germany,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain,
Sweden, Switzerland or the United Kingdom by dividend yield as of four
business days prior to the date of this prospectus.

Step 2: We select the 20 highest dividend-yielding stocks for the
European Target 20 Portfolio.

Page 18

The Nasdaq Target 15 Portfolio Strategy.

The Nasdaq Target 15 Portfolio invests in a portfolio of 15 Nasdaq 100
Index stocks with the best overall ranking on both 12- and 6-month price
appreciation, return on assets and price to cashflow as a means to
achieving the Trust's investment objective. The Nasdaq Target 15
Portfolio is determined as follows:

Step 1: We select stocks which are components of the Nasdaq 100 Index as
of two business days prior to the date of this prospectus and
numerically rank them by 12-month price appreciation (best (1) to worst
(100)).

Step 2: We then numerically rank the stocks by six-month price
appreciation.

Step 3: The stocks are then numerically ranked by return on assets ratio.

Step 4: We then numerically rank the stocks by the ratio of cash flow
per share to stock price.

Step 5: We add up the numerical ranks achieved by each company in the
above steps and select the 15 stocks with the lowest sums for The Nasdaq
Target 15 Portfolio.

The stocks which comprise The Nasdaq Target 15 Portfolio are weighted by
market capitalization subject to the restriction that no stock will
comprise less than 1% or 25% or more of the portfolio on the date of
this prospectus. The Securities will be adjusted on a proportionate
basis to accommodate this constraint.

Companies that, based on publicly available information as of two
business days prior to the date of this prospectus, are the subject of
an announced business combination which we expect will happen within six
months of date of this prospectus have been excluded from The Nasdaq
Target 15 Portfolio.

The S&P Target 10 Portfolio Strategy.

The S&P Target 10 Portfolio invests in a portfolio of 10 of the largest
Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index")
stocks with the lowest price-to-sales ratio and greatest one-year price
appreciation as a means to achieving the Trust's investment objective.
The S&P Target 10 Portfolio is determined as follows:

Step 1: We select the 250 largest companies based on market
capitalization which are components of the S&P 500 Index as of two
business days prior to the date of this prospectus.

Step 2: From the above list, the 125 companies with the lowest price to
sales ratios are selected.

Step 3: The 10 companies which had the greatest 1-year stock price
appreciation are selected for The S&P Target 10 Portfolio.

Value Line(R) Target Portfolio Strategy.

The Value Line(R) Target Portfolio invests in 25 of the 100 stocks that
Value Line(R) gives a #1 ranking for Timeliness(TM) which have recently
exhibited certain positive financial attributes as a means to achieving
the Trust's investment objective. Value Line(R) ranks 1,700 stocks which
represent approximately 94% of the trading volume on all U.S. stock
exchanges. Of these 1,700 stocks, only 100 are given their #1 ranking
for Timeliness(TM), which measures Value Line's view of their probable
price performance during the next six to 12 months relative to the
others. Value Line(R) bases their rankings on a long-term trend of
earnings, prices, recent earnings, price momentum, and earnings
surprise. The Value Line Target Portfolio is determined as follows:

Step 1: We start with the 100 stocks which Value Line(R) at the initial
date of deposit gives their #1 ranking for Timeliness(TM), remove the
stocks of companies considered to be securities related issuers and the
stocks of companies whose shares are not listed on a U.S. securities
exchange, and apply the following screens as of two business days prior
to the date of this prospectus.

Step 2: We screen for consistent growth by ranking these remaining stocks
based on 12-month and 6-month price appreciation (best [1] to worst
[100]).

Step 3: We then screen for profitability by ranking the stocks by their
return on assets.

Step 4: Finally, we screen for value by ranking the stocks based on their
price to cash flow.

Step 5: We add up the numerical ranks achieved by each company in the
above steps and select the 25 stocks with the lowest sums for the Value
Line(R) Target Portfolio.

The stocks which comprise the Value Line(R) Target Portfolio are
weighted by market capitalization subject to the restriction that no
stock will comprise less than approximately 1% or 25% or more of the
portfolio on the date of this prospectus. The Securities will be
adjusted on a proportionate basis to accommodate this constraint.

"Dow Jones Industrial Average(sm) ," "Dow(sm)" and "DJIA(sm)" are
service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been

Page 19

licensed for use for certain purposes by First Trust Advisors L.P., an
affiliate of ours. Dow Jones does not endorse, sell or promote any of
the Trusts, in particular, The Dow (sm) DART 5 Portfolio or The Dow(sm)
DART 10 Portfolio. Dow Jones makes no representation regarding the
advisability of investing in such products.

The "Nasdaq 100(R)," "Nasdaq 100 Index(R)," and "Nasdaq(R)" are trade or
service marks of The Nasdaq Stock Market, Inc. (which with its
affiliates are the "Corporations") and are licensed for use by us. The
Nasdaq Target 15 Portfolio has not been passed on by the Corporations as
to its legality or suitability. The Nasdaq Target 15 Portfolio is not
issued, endorsed, sold, or promoted by the Corporations. The
Corporations make no warranties and bear no liability with respect to
The Nasdaq Target 15 Portfolio.

"S&P," "S&P 500," and "Standard & Poor's" are trademarks of The McGraw-
Hill Companies, Inc. and have been licensed for use by us. The S&P
Target 10 Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in such Trust. Please see the
Information Supplement which sets forth certain additional disclaimers
and limitations of liabilities on behalf of Standard & Poor's.

"Value Line(R)," "The Value Line Investment Survey," and "Value Line
Timeliness(TM) Ranking System" are registered trademarks of Value Line
Securities, Inc. or Value Line Publishing, Inc. that have been licensed
to Nike Securities L.P. The Value Line(R) Target Portfolio is not
sponsored, recommended, sold or promoted by Value Line Publishing, Inc.
Value Line, Inc. or Value Line Securities, Inc. ("Value Line"). Value
Line makes no representation regarding the advisability of investing in
the Trust.

Dow Jones, Standard & Poor's, The Nasdaq Stock Market, Inc. and Value
Line are not affiliated with us and have not participated in creating
the Trusts or selecting the Securities for the Trusts. Except as noted
above, none of the index publishers have given us a license to use their
index nor have they approved of any of the information in this prospectus.

Of course, as with any similar investments, there can be no assurance
that the objective of a Trust will be achieved. See "Risk Factors" for a
discussion of the risks of investing in a Trust.

Risk Factors

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

Certain of the Securities in certain of the Trusts are issued by
companies with market capitalizations of less than $1 billion. The share
prices of these small-cap companies are often more volatile than those
of larger companies as a result of several factors common to many such
issuers, including limited trading volumes, products or financial
resources, management inexperience and less publicly available
information.

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

Trusts which use dividend yield as a selection criterion employ a
contrarian strategy in which the Securities selected share qualities
that have caused them to have lower share prices or higher dividend
yields than other common stocks in their peer group. There is no
assurance that negative factors affecting the share price or dividend
yield of these Securities will be overcome over the life of the Trusts
or that these Securities will increase in value.

Two of the Securities in The Nasdaq Target 15 Portfolio represent
approximately 48% of the value of such Trust. If these stocks decline
in value you may lose a substantial portion of your investment.

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

Page 20

Strategy. Please note that we applied the strategies which make up the
portfolio for each Trust at a particular time. If we create additional
Units of a Trust after the Initial Date of Deposit we will deposit the
Securities originally selected by applying the strategy at such time.
This is true even if a later application of a strategy would have
resulted in the selection of different securities. There is no guarantee
that the strategy or the investment objective of a Trust will be
achieved. The actual performance of the Trusts will be different than
the hypothetical returns of each Trust's comparative index. Because the
Trusts are unmanaged and follow a strategy, the Trustee will not buy or
sell Securities in the event a strategy is not achieving the desired
results.

Energy Industry. Because at least 25% of European Target 20 Portfolio
and the S&P Target 10 Portfolio are invested in companies that explore
for, produce, refine, distribute or sell petroleum or gas products, or
provide parts or services to petroleum or gas companies, these Trusts are
considered to be concentrated in the energy industry. A portfolio
concentrated in a single industry may present more risks than a
portfolio broadly diversified over several industries. General problems
of the petroleum and gas products industry include volatile fluctuations
in price and supply of energy fuels, international politics, reduced
demand as a result of increases in energy efficiency and energy
conservation, the success of exploration projects, clean-up and
litigation costs relating to oil spills and environmental damage, and
tax and other regulatory policies of various governments. Oil production
and refining companies are subject to extensive federal, state and local
environmental laws and regulations regarding air emissions and the
disposal of hazardous materials. In addition, declines in U.S. and
Russian crude oil production will likely lead to a greater world
dependence on oil from OPEC nations which may result in more volatile
oil prices.

Financial Services Industry. The European Target 20 Portfolio is also
considered to be concentrated in the financial services industry, which
includes banks and thrifts, financial services and insurance companies,
and investment firms. Banks, thrifts and their holding companies are
especially subject to the adverse effects of economic recession;
volatile interest rates; portfolio concentrations in geographic markets
and in commercial and residential real estate loans; and competition
from new entrants in their fields of business. Although recently-enacted
legislation repealed most of the barriers which separated the banking,
insurance and securities industries, these industries are still
extensively regulated at both the federal and state level and may be
adversely affected by increased regulations.

Banks and thrifts face increased competition from nontraditional lending
sources as regulatory changes, such as the recently enacted financial-
services overhaul legislation, permit new entrants to offer various
financial products. Technological advances such as the Internet allow
these nontraditional lending sources to cut overhead and permit the more
efficient use of customer data.

Brokerage firms, broker/dealers, investment banks, finance companies and
mutual fund companies are also financial services providers. These
companies compete with banks and thrifts to provide traditional
financial service products, in addition to their traditional services,
such as brokerage and investment advice. In addition, all financial
service companies face shrinking profit margins due to new competitors,
the cost of new technology and the pressure to compete globally.

Companies involved in the insurance industry are engaged in
underwriting, selling, distributing or placing of property and casualty,
life or health insurance. Insurance company profits are affected by many
factors, including interest rate movements, the imposition of premium
rate caps, competition and pressure to compete globally. Property and
casualty insurance profits may also be affected by weather catastrophes
and other disasters. Life and health insurance profits may be affected
by mortality rates. Already extensively regulated, insurance companies'
profits may also be adversely affected by increased government
regulations or tax law changes.

Healthcare Industry. The S&P Target 10 Portfolio is also considered to
be concentrated in the healthcare industry. General risks of such
companies involve extensive competition, generic drug sales or the loss
of patent protection, product liability litigation and increased
government regulation. Research and development costs of bringing new
drugs to market are substantial, and there is no guarantee that the

Page 21

product will ever come to market. Healthcare facility operators may be
affected by the demand for services, efforts by government or insurers
to limit rates, restriction of government financial assistance and
competition from other providers.

Technology Industry. The Nasdaq Target 15 Portfolio is considered to be
concentrated in technology stocks. Technology companies are generally
subject to the risks of rapidly changing technologies; short product
life cycles; fierce competition; aggressive pricing and reduced profit
margins; the loss of patent, copyright and trademark protections;
cyclical market patterns; evolving industry standards; and frequent new
product introductions. Technology companies may be smaller and less
experienced companies, with limited product lines, markets or financial
resources and fewer experienced management or marketing personnel.
Technology company stocks, especially those which are Internet-related,
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance. Also, the stocks of many
Internet companies have exceptionally high price-to-earnings ratios with
little or no earnings histories.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Philip Morris Companies, Inc., or of the
industries represented by these issuers may negatively impact the share
prices of these Securities. We cannot predict what impact any pending or
threatened litigation will have on the share prices of the Securities.

Foreign Stocks. Certain of the Securities in certain Trusts and all of
the Securities in the European Target 20 Portfolio are issued by foreign
companies, which makes these Trusts subject to more risks than if they
invested solely in domestic common stocks. Risks of foreign common
stocks include higher brokerage costs; different accounting standards;
expropriation, nationalization or other adverse political or economic
developments; currency devaluations, blockages or transfer restrictions;
restrictions on foreign investments and exchange of securities;
inadequate financial information; lack of liquidity of certain foreign
markets; and less government supervision and regulation of exchanges,
brokers, and issuers in foreign countries.

The purchase and sale of the foreign Securities will generally occur
only in foreign securities markets. Although we do not believe that the
Trusts will have problems buying and selling these Securities, certain
of the factors stated above may make it impossible to buy or sell them
in a timely manner. Custody of certain of the Securities in the European
Target 20 Portfolio is maintained by Cedel Bank S.A., a global custody
and clearing institution which has entered into a sub-custodian
relationship with the Trustee.

United Kingdom. The European Target 20 Portfolio is considered to be
concentrated in common stocks of U.K. issuers. The United Kingdom is one
of 15 members of the European Union ("EU") which was formed by the
Maastricht Treaty on European Union. It is expected that the Treaty will
have the effect of eliminating most remaining trade barriers between the
member nations and make Europe one of the largest common markets in the
world. However, the uncertain implementation of the Treaty provisions
and recent rapid political and social change throughout Europe make the
extent and nature of future economic development in the United Kingdom
and Europe and their effect on Securities issued by U.K. issuers
impossible to predict.

Unlike a majority of EU members, the United Kingdom did not convert its
currency to the new common European currency, the euro, on January 1,
1999. All companies with significant markets or operations in Europe
face strategic challenges as these entities adapt to a single currency.
The euro conversion may materially impact revenues, expenses or income;
increase competition; affect issuers' currency exchange rate risk and
derivatives exposure; cause issuers to increase spending on information
technology updates; and result in potentially adverse tax consequences.
We cannot predict when or if the United Kingdom will convert to the euro
or what impact the implementation of the euro throughout a majority of
EU countries will have on U.K. or European issuers.

Exchange Rates. Because securities of foreign issuers generally pay
dividends and trade in foreign currencies, the U.S. dollar value of
these Securities (and therefore Units of the European Target 20
Portfolio) will vary with fluctuations in foreign exchange rates. Most
foreign currencies have fluctuated widely in value against the U.S.
dollar for various economic and political reasons. The recent conversion
by 11 of the 15 EU members of their national currencies to the euro
could negatively impact the market rate of exchange between such

Page 22

currencies (or the newly created euro) and the U.S. dollar.

To determine the value of foreign Securities or their dividends, the
Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, these markets can be quite volatile, depending on the activity
of the large international commercial banks, various central banks,
large multi-national corporations, speculators and other buyers and
sellers of foreign currencies. Since actual foreign currency
transactions may not be instantly reported, the exchange rates estimated
by the Evaluator may not reflect the amount the European Target 20
Portfolio would receive, in U.S. dollars, had the Trustee sold any
particular currency in the market.

Hypothetical Performance Information

The following table compares hypothetical performance information for
the strategies employed by each Trust and the actual performance of the
DJIA, S&P 500 Index, Nasdaq 100 Index and MSCI Europe Index in each of
the full years listed below (and as of the most recent quarter).

These hypothetical returns should not be used to predict future
performance of the Trusts. Returns from a Trust will differ from its
strategy for several reasons, including the following:

- Total Return figures shown do not reflect brokerage commissions or
taxes.

- Strategy returns are for calendar years (and through the most recent
quarter), while the Trusts begin and end on various dates.

- Trusts may not be fully invested at all times or equally weighted in
all stocks comprising a strategy.

- Securities are often purchased or sold at prices different from the
closing prices used in buying and selling Units.

- For Trusts investing in foreign Securities, currency exchange rates
may differ.

You should note that the Trusts are not designed to parallel movements
in any index, and it is not expected that they will do so. In fact, each
Trust's strategy underperformed its comparative index in certain years
and we cannot guarantee that a Trust will outperform its comparative
index over the life of a Trust or over consecutive rollover periods, if
available. Each index differs widely in size and focus, as described
below.

DJIA. The DJIA consists of 30 U.S. stocks chosen by the editors of The
Wall Street Journal as being representative of the broad market and of
American industry. Changes in the component stocks of the DJIA are made
entirely by the editors of The Wall Street Journal without consulting
the companies, the stock exchange or any official agency. For the sake
of continuity, changes are made rarely.

S&P 500 Index. The S&P 500 Index consists of 500 stocks chosen by
Standard and Poor's to be representative of the leaders of various
industries.

Nasdaq 100 Index. The NASDAQ 100 Index consists of the 100 largest non-
financial companies listed on the NASDAQ National Market System.

MSCI Europe Index. The MSCI Europe Index is an equity market
capitalization weighted index consisting of over 500 companies from all
of the developed markets in Europe.

Page 23

<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN(2)
(Strategy figures reflect the deduction of sales charges and expenses but not brokerage commissions or taxes.)

Hypothetical Strategy Total Returns(1) Index Total Returns
___________________________________________________________________________ _______________________________________
The Dow(sm) The Dow(sm) European The S&P The Nasdaq Value Line(r) MSCI
DART 5 DART 10 Target 20 Target 10 Target 15 Target Europe S&P 500 Nasdaq
Year Strategy Strategy Strategy Strategy Strategy Strategy DJIA Index Index 100 Index
____ ________ ________ ________ ________ ________ ________ ____ ______ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1972 16.67% 22.24% 18.38%
1973 9.39% -3.63% -13.20%
1974 0.82% -8.45% -23.64%
1975 46.08% 56.07% 44.46%
1976 28.54% 33.59% 22.80%
1977 1.97% -3.32% -12.91%
1978 9.56% -3.31% 2.66%
1979 16.15% 11.55% 41.50% 10.60% 18.22%
1980 42.37% 23.27% 52.42% 21.90% 32.11%
1981 -7.35% 0.63% -11.93% -3.61% -4.92%
1982 20.56% 25.91% 36.57% 26.85% 21.14%
1983 35.42% 38.82% 18.48% 25.82% 22.28%
1984 11.94% 4.80% 0.51% 14.82% 1.29% 1.26% 6.22%
1985 41.60% 37.70% 77.57% 41.82% 34.36% 33.28% 79.79% 31.77%
1986 47.82% 40.32% 40.78% 20.26% 21.40% 21.01% 27.00% 44.46% 18.31% 6.89%
1987 4.62% 3.83% 13.28% 7.69% 12.61% 17.77% 5.66% 4.10% 5.33% 10.49%
1988 16.91% 17.52% 15.18% 18.81% -1.99% -7.19% 16.03% 16.35% 16.64% 13.54%
1989 38.54% 26.94% 31.40% 37.97% 35.71% 47.36% 32.09% 29.06% 31.35% 26.17%
1990 4.36% -0.11% -1.96% -7.01% -6.76% 4.37% -0.73% -3.37% -3.30% - 10.41%
1991 40.96% 42.20% 15.01% 23.08% 107.27% 85.73% 24.19% 13.66% 30.40% 64.99%
1992 11.45% 7.10% -5.48% 23.10% -1.54% -1.53% 7.39% -4.25% 7.62% 8.86%
1993 18.39% 19.64% 35.66% 40.49% 26.98% 26.28% 16.87% 29.79% 9.95% 11.67%
1994 -7.07% -1.21% -1.99% 6.71% 9.03% 14.85% 5.03% 2.66% 1.34% 1.74%
1995 44.93% 36.53% 33.01% 23.69% 52.09% 53.73% 36.67% 22.13% 37.22% 43.01%
1996 33.86% 33.34% 22.71% 25.04% 58.28% 55.94% 28.71% 21.57% 22.82% 42.74%
1997 20.17% 24.11% 27.25% 59.69% 33.54% 35.49% 24.82% 24.20% 33.21% 20.76%
1998 25.88% 18.46% 34.06% 52.12% 121.02% 92.66% 18.03% 28.80% 28.57% 85.43%
1999 18.31% 16.98% 27.51% 2.06% 98.59% 107.70% 27.06% 14.12% 20.94% 102.08%
2000 -6.90% -2.40% -4.48% -11.42% 40.14% 29.27% -6.28% -11.09% -1.39% -3.68%
(thru 9/29)

_______________

<FN>
(1) The Strategy stocks for each Strategy for a given year consist of the
common stocks selected by applying the respective Strategy as of the
beginning of the period (and not the date the Trusts actually sell Units.)

(2) Total Return represents the sum of the change in market value of each
group of stocks between the first and last trading day of a period plus
the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return figures assume that all
dividends are reinvested semi-annually and all returns are stated in
terms of U.S. dollars. Based on the year-by-year returns contained in
the table, over the full years listed above, The Dow(sm) DART 5
Strategy, The Dow(sm) DART 10 Strategy, European Target 20 Strategy, The
S&P Target 10 Strategy, The Nasdaq Target 15 Strategy and Value Line(R)
Target Strategy achieved an average annual total return of 20.08%,
17.42%, 21.20%, 23.63%, 35.12% and 35.40%, respectively. In addition,
over each stated period, each individual strategy achieved a greater
average annual total return than that of its corresponding index, the
DJIA; the MSCI Europe Index; the S&P 500 Index; and the Nasdaq 100 Index
which were 13.91%, 18.74%, 17.77% and 27.06%, respectively.
</FN>
</TABLE>

Page 24

Public Offering

The Public Offering Price.

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

- The aggregate underlying value of the Securities;

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

- Dividends receivable on Securities; and

- The maximum sales charge (which consists solely of a deferred sales
charge).

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities, changes in the
relevant currency exchange rates, changes in the applicable commissions,
stamp taxes, custodial fees and other costs associated with foreign
trading, and changes in the value of the Income and/or Capital Accounts.

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

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

Sales Charges.

The maximum sales charge is entirely deferred. The deferred sales charge
for each Trust is a fixed dollar amount equal to approximately $.088,
$.108, $.104, $.087, $.079 and $.100 per Unit for The Dow sm DART 5
Portfolio, The Dow sm DART 10 Portfolio, European Target 20 Portfolio,
The Nasdaq Target 15 Portfolio, The S&P Target 10 Portfolio and The
Value Line Target Portfolio, respectively, which accrues on a daily
basis and will be deducted from a Trust's assets on approximately the
twentieth day of each month over the life of a Trust and at a Trust's
termination. You will only be subject to the deferred sales charge that
accrues while you own your Units. At the Public Offering Price per Unit
for each Trust set forth in "Summary of Essential Information," the
maximum sales charge equals 1.0% of the Public Offering Price. The
maximum sales charge will vary from 1.0% with changes in the Public
Offering Price but in no case will it exceed 1.3% of the Public Offering
Price (equivalent to 1.3% of the net amount invested, exclusive of the
deferred sales charge).

The Value of the Securities.

The Evaluator will determine the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day and
will adjust the Public Offering Price of the Units according to this

Page 25

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

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

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

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

c) By any combination of the above.

The total value of the Securities in the European Target 20 Portfolio
during the initial offering period is computed on the basis of the
offering side value of the relevant currency exchange rate expressed in
U.S. dollars as of the Evaluation Time.

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary. In
addition, during this period the aggregate underlying value of non-U.S.
listed Securities is computed on the basis of the bid side value of the
relevant currency exchange rate expressed in U.S. dollars as of the
Evaluation Time.

Distribution of Units

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

Dealer Concessions.

Dealers and others can purchase Units at prices which represent a
concession or agency commission of up to $.0352, $.0430, $.0416, $.0348,
$.0318 and $.0400 per Unit for The Dow sm DART 5 Portfolio, The Dow sm
DART 10 Portfolio, European Target 20 Portfolio, The Nasdaq Target 15
Portfolio, The S&P Target 10 Portfolio and The Value Line Target
Portfolio, respectively.

We reserve the right to change the amount of concessions or agency
commissions from time to time. If we reacquire, or the Trustee redeems,
Units from brokers, dealers or other selling agents while a market is
being maintained for such Units, such entities agree to immediately
repay to us any concession or agency commission relating to the
reacquired Units. Certain commercial banks may be making Units of the
Trusts available to their customers on an agency basis. A portion of the
sales charge paid by these customers is kept by or given to the banks in
the amounts shown above.

Award Programs.

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

Investment Comparisons.

From time to time we may compare the estimated returns of a Trust (which
may show performance net of the expenses and charges a Trust would have
incurred) and returns over specified periods of other similar trusts we
sponsor in our advertising and sales materials, with (1) returns on
other taxable investments such as the common stocks comprising various

Page 26

market indexes, corporate or U.S. Government bonds, bank CDs and money
market accounts or funds, (2) performance data from Morningstar
Publications, Inc. or (3) information from publications such as Money,
The New York Times, U.S. News and World Report, BusinessWeek, Forbes or
Fortune. The investment characteristics of each Trust differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of a Trust's future performance.

The Sponsor's Profits

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

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

The Secondary Market

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

We will pay all expenses to maintain a secondary market, except the
Evaluator fees and costs to transfer and record the ownership of Units,
if any. We may discontinue purchases of Units at any time. IF YOU WISH
TO DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET
PRICES BEFORE MAKING A TENDER FOR REDEMPTION TO THE SHAREHOLDER
SERVICING AGENT.

How We Purchase Units

The Shareholder Servicing Agent will notify us of any tender of Units
for redemption. If our bid at that time is equal to or greater than the
Redemption Price per Unit, we may purchase the Units. You will receive
your proceeds from the sale no later than if they were redeemed by the
Trustee. We may tender Units we hold to the Trustee for redemption as
any other Units. If we elect not to purchase Units, the Shareholder
Servicing Agent or Trustee may sell tendered Units in the over-the-
counter market, if any. However, the amount you will receive is the same
as you would have received on redemption of the Units.

Expenses and Charges

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

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. First Trust Advisors L.P., an affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to the Trusts and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trusts. In providing
portfolio supervisory services, the Portfolio Supervisor may purchase
research services from a number of sources, which may include
underwriters or dealers of the Trusts.

The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a Trust outstanding at
any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. The fees payable to the Shareholder Servicing Agent are a fixed
dollar amount assessed on a per Trust basis. These fees may be adjusted
for inflation without Unit holders' approval, but in no case will the

Page 27

annual fee paid to us or our affiliates for providing a given service to
all unit investment trusts for which we provide such services be more
than the actual cost of providing such services in such year.

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

- A quarterly license fee (which will fluctuate with a Trust's net asset
value) payable by certain of the Trusts for the use of certain
trademarks and trade names of Dow Jones, Standard & Poor's or The Nasdaq
Stock Market, Inc. and/or Value Line;

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

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

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

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

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

- Foreign custodial and transaction fees, if any; and/or

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

The above expenses and the Trustee's annual fee are secured by a lien on
a Trust. Since the Securities are all common stocks and dividend income
is unpredictable, we cannot guarantee that dividends will be sufficient
to meet any or all expenses of a Trust. If there is not enough cash in
the Income or Capital Accounts of a Trust, the Trustee has the power to
sell Securities in a Trust to make cash available to pay these charges.
Any compensation or other consideration we or our affiliates receive on
Units held in Eligible Plans offered to employees of ours or our
affiliates will be remitted to such Eligible Plans to the extent the
receipt of such compensation or other consideration by us or our
affiliates is not permitted by ERISA.

Tax Status

Each Trust is not an association taxable as a corporation for federal
income tax purposes. Because the Eligible Plans are exempt from tax
under Sections 501(a) or 457 of the Internal Revenue Code of 1986, as
amended, while Units are held by Eligible Plans, neither such Eligible
Plans nor any participating employee will be taxed on income from a Trust.

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

Under the existing income tax laws of the State and City of New York,
the Trusts are not associations taxable as corporations.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat the Shareholder Servicing Agent as sole Record
Owner of Units on its books. The Shareholder Servicing Agent will keep a
record of all individual Unit holders on its books. It is your
responsibility to notify the Shareholder Servicing Agent when you become
Record Owner. All Units will be held in uncertificated (book-entry) form.

The Shareholder Servicing Agent will establish an account for you and
credit your account with the number of Units you purchase. Within two
business days of the issuance or transfer of Units, the Shareholder
Servicing Agent will send you:

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

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

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

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

- The date the transfer was registered.

Unit Holder Reports.

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

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

Page 28

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

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

- Amounts of income and capital distributed during the year.

You may request from the Shareholder Servicing Agent copies of the
evaluations of the Securities as prepared by the Evaluator.

Income and Capital Distributions

You will be eligible to receive distributions on your Units only after
you become a Record Owner. The Trustee will credit dividends received on
a Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust. Dividends received on foreign Securities, if any, are
converted into U.S. dollars at the applicable exchange rate.

The Trustee will distribute any net income in the Income Account, as
well as amounts in the Capital Account, as part of the final liquidation
distribution in the case of Rollover Unit holders and others. No income
distribution will be paid if accrued expenses of a Trust exceed amounts
in the Income Account. Distribution amounts will vary with changes in a
Trust's fees and expenses, in dividends received and with the sale of
Securities. For purposes of distributions, the Record Date shall be the
Mandatory Termination Date and Unit holders on the Record Date shall
receive distributions as part of the final liquidation distribution (the
"Distribution Date").

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

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

Redeeming Your Units

Each Eligible Plan may redeem all or a portion of its Units at any time
by sending a request for redemption to the Shareholder Servicing Agent,
who will forward such information to the Trustee. The redemption request
must be properly endorsed with proper instruments of transfer and
signature guaranteed by an eligible institution. No redemption fee will
be charged, but you are responsible for any governmental charges that
apply. One business day after the day you tender your Units (the "Date
of Tender") you will receive cash in an amount for each Unit equal to
the Redemption Price per Unit calculated at the Evaluation Time on the
Date of Tender.

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

Any amounts paid on redemption representing income will be withdrawn
from the Income Account of a Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of a Trust.

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

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

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

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

- For any other period permitted by SEC order.

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

The Redemption Price.

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

adding

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

Page 29

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

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

deducting

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

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

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

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

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

6. other liabilities incurred by such Trust; and

dividing

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

Until the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period, the Redemption Price per Unit will
include estimated organization costs as set forth under "Fee Table."

Investing in a New Trust

Each Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When each Trust is
about to terminate, you may have the option to roll your proceeds into
the next series of a Trust (the "New Trusts") if one is available. We
intend to create the New Trusts in conjunction with the termination of
the Trusts and plan to apply the same strategy we used to select the
portfolio for the Trusts to the New Trusts.

If your Eligible Plan assets are invested in Units of a Trust on the
Mandatory Termination Date set forth under "Summary of Essential
Information" (a "Rollover Unit holder"), the Trustee, acting in its
capacity as Distribution Agent, will redeem such Units and reinvest the
proceeds into a New Trust, provided such New Trust is offered and Units
are available. If you no longer wish to have your Eligible Plan assets
invested in a Trust you can change your Eligible Plan allocation
instructions at any time as permitted by your Eligible Plan. As a
Rollover Unit holder, your Units will be redeemed and the underlying
Securities sold by the Distribution Agent on the Mandatory Termination
Date. The Distribution Agent may engage us or other brokers as its agent
to sell the Securities.

Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of a New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject only to the maximum remaining deferred sales charge on such units.

We intend to create New Trust units as quickly as possible, depending on
the availability of the Securities contained in a New Trust's portfolio.
Rollover Unit holders will be given first priority to purchase New Trust
units. We cannot, however, assure the exact timing of the creation of
New Trust units or the total number of New Trust units we will create.
Any proceeds not invested on behalf of Rollover Unit holders in New
Trust units will be distributed within a reasonable time after such
occurrence. Although we believe that enough New Trust units can be
created, monies in a New Trust may not be fully invested on the next
business day.

If you elect not to participate as a Rollover Unit holder ("Remaining
Unit holders"), you will not be charged any additional transactional
sales charge due to the Special Redemption and Liquidation Period. We
may modify, amend or terminate this rollover option upon 60 days notice.

Removing Securities from a Trust

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

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

- Any action or proceeding prevents the payment of dividends;

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

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

Page 30

damage the sound investment character of the Security;

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

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

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

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

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

Amending or Terminating the Indenture

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

- To cure ambiguities;

- To correct or supplement any defective or inconsistent provision;

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

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

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

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

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

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

Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your Units. If a Trust
is terminated due to this last reason, we will refund your entire sales
charge; however, termination of a Trust before the Mandatory Termination
Date for any other stated reason will result only in the waiver of any
remaining unaccrued sales charges on your Units at the time of
termination. For various reasons, including Unit holders' participation
as Rollover Unit holders, a Trust may be reduced below the Discretionary
Liquidation Amount and could therefore be terminated before the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of

Page 31

Securities. Because the Trustee must sell the Securities within a
relatively short period of time, the sale of Securities as part of the
termination process may result in a lower sales price than might
otherwise be realized if such sale were not required at this time.

If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after your Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from a Trust any accrued
costs, expenses, advances or indemnities provided for by the Indenture,
including estimated compensation of the Trustee and costs of liquidation
and any amounts required as a reserve to pay any taxes or other
governmental charges.

Information on the Sponsor, Trustee, Shareholder
Servicing Agent and Evaluator

The Sponsor.

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

- The First Trust Combined Series

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

- The First Trust Insured Corporate Trust

- The First Trust of Insured Municipal Bonds

- The First Trust GNMA

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

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

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

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

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trusts, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

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

The Shareholder Servicing Agent.

The Shareholder Servicing Agent is BISYS Fund Services Ohio, Inc. with
its principal place of business at 3435 Stelzer Road, Columbus, Ohio
43219. If you have questions regarding the Trusts, you may call the
Shareholder Servicing Agent at (800) 266-5240. The Shareholder Servicing
Agent has not participated in selecting the Securities; it only provides
administrative services.

Limitations of Liabilities of Sponsor, Shareholder Servicing Agent and
Trustee.

Neither we, the Shareholder Servicing Agent nor the Trustee will be
liable for taking any action or for not taking any action in good faith
according to the Indenture. We will also not be accountable for errors
in judgment. We will only be liable for our own willful misfeasance, bad
faith, gross negligence (ordinary negligence in the Shareholder
Servicing Agent's and Trustee's case) or reckless disregard of our

Page 32

obligations and duties. The Trustee is not liable for any loss or
depreciation when the Securities are sold. If we fail to act under the
Indenture, the Trustee may do so, and the Trustee will not be liable for
any action it takes in good faith under the Indenture.

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

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

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

- Terminate the Indenture and liquidate the Trust; or

- Continue to act as Trustee without terminating the Indenture.

The Evaluator.

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

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

Other Information

Legal Opinions.

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

Experts.

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

Supplemental Information.

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

Page 33

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Page 34

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Page 35

FIRST TRUST(R)

The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2001
Series
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2001
Series
European Target 20 Portfolio, Qualified 2001 Series
The Nasdaq Target 15 Portfolio, Qualified 2001 Series
The S&P Target 10 Portfolio, Qualified 2001 Series
Value Line(R) Target Portfolio, Qualified 2001 Series
FT 492

Sponsor:

Nike Securities L.P.

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

Shareholder Servicing Agent: Trustee:

BISYS Fund Services Ohio, Inc. The Chase Manhattan Bank

3435 Stelzer Road 4 New York Plaza, 6th floor
Columbus, Ohio 43219 New York, New York 10004-2413
1-800-266-5240 1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132

________________________

When Units of the Trusts are no longer available, this prospectus may be
used as a preliminary prospectus for a future series, in which case you
should note the following:

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.

________________________

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

- Securities Act of 1933 (file no. 333-52502) and

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

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

Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at
http://www.sec.gov.

To obtain copies at prescribed rates -

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

December 29, 2000

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 36

First Trust (R)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 492 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing.

This Information Supplement is dated December 29, 2000. Capitalized
terms have been defined in the prospectus.

<TABLE>
<CAPTION>
Table of Contents
<S> <C>
Dow Jones & Company, Inc. 1
The Nasdaq Stock Market, Inc. 2
Standard & Poor's 2
Value Line Publishing, Inc. 3
Risk Factors
Securities 3
Dividends 4
Foreign Issuers 4
United Kingdom 5
Exchange Rate 5
Litigation
Tobacco Industry 9
Concentrations
Energy Companies 9
Financial Services 10
Healthcare Companies 13
Technology Companies 14
Portfolios
Equity Securities Selected for The Dow(sm) DART 5, Qualified 2001 Series 15
Equity Securities Selected for The Dow(sm) DART 10, Qualified 2001 Series 16
Equity Securities Selected for European Target 20 Portfolio, Qualified 2001 Series 16
Equity Securities Selected for The Nasdaq Target 15 Portfolio, Qualified 2001 Series 17
Equity Securities Selected for The S&P Target 10 Portfolio, Qualified 2001 Series 19
Equity Securities Selected for Value Line(R) Target Portfolio, Qualified 2001 Series 19
</TABLE>

Dow Jones & Company, Inc.

The Trusts are not sponsored, endorsed, sold or promoted by Dow Jones &
Company, Inc. ("Dow Jones"). Dow Jones makes no representation or
warranty, express or implied, to the owners of the Trusts or any member
of the public regarding the advisability of investing in securities
generally or in the Trusts particularly. Dow Jones' only relationship to
the Sponsor is the licensing of certain trademarks, trade names and
service marks of Dow Jones and of the Dow Jones Industrial Average(sm),
which is determined, composed and calculated by Dow Jones without regard
to the Sponsor or the Trusts. Dow Jones has no obligation to take the
needs of the Sponsor or the owners of the Trusts into consideration in
determining, composing or calculating the Dow Jones Industrial
Average(sm). Dow Jones is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the
Trusts to be issued or in the determination or calculation of the
equation by which the Trusts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration,
marketing or trading of the Trusts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE

Page 1

DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW
JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE SPONSOR, OWNERS OF THE TRUSTS, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL
AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

The Nasdaq Stock Market, Inc.

The Nasdaq Target 15 Portfolio Series is not sponsored, endorsed, sold
or promoted by The Nasdaq Stock Market, Inc. (including its affiliates)
(Nasdaq, with its affiliates, are referred to as the "Corporations").
The Corporations have not passed on the legality or suitability of, or
the accuracy or adequacy of descriptions and disclosures relating to The
Nasdaq Target 15 Portfolio Series. The Corporations make no
representation or warranty, express or implied, to the owners of Units
of The Nasdaq Target 15 Portfolio Series or any member of the public
regarding the advisability of investing in securities generally or in
The Nasdaq Target 15 Portfolio Series particularly, or the ability of
the Nasdaq 100 Index(R) to track general stock market performance. The
Corporations' only relationship to the Sponsor ("Licensee") is in the
licensing of the Nasdaq 100(R), Nasdaq 100 Index(R) and Nasdaq(R)
trademarks or service marks, and certain trade names of the Corporations
and the use of the Nasdaq 100 Index(R) which is determined, composed and
calculated by Nasdaq without regard to Licensee or The Nasdaq Target 15
Portfolio Series. Nasdaq has no obligation to take the needs of the
Licensee or the owners of Units of The Nasdaq Target 15 Portfolio Series
into consideration in determining, composing or calculating the Nasdaq
100 Index(R). The Corporations are not responsible for and have not
participated in the determination of the timing of, prices at or
quantities of The Nasdaq Target 15 Portfolio Series to be issued or in
the determination or calculation of the equation by which The Nasdaq
Target 15 Portfolio Series is to be converted into cash. The
Corporations have no liability in connection with the administration,
marketing or trading of The Nasdaq Target 15 Portfolio Series.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ 100 INDEX(R) OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE LICENSEE, OWNERS OF THE NASDAQ TARGET 15 PORTFOLIO
SERIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ 100
INDEX(R) OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS
OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE NASDAQ 100 INDEX(R) OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.

Standard & Poor's

The Trusts are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes
no representation or warranty, express or implied, to the owners of the
Trusts or any member of the public regarding the advisability of
investing in securities generally or in the Trusts particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to the licensee is the licensing of certain
trademarks and trade names of S&P and of the S&P 500 Index, which is
determined, composed and calculated by S&P without regard to the
licensee or the Trusts. S&P has no obligation to take the needs of the

Page 2

licensee or the owners of the Trusts into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for
and has not participated in the determination of the prices and amount
of the Trusts or the timing of the issuance or sale of the Trusts or in
the determination or calculation of the equation by which the Trusts are
to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Trusts.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
LICENSEE, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

Value Line Publishing, Inc.

Value Line Publishing, Inc.'s ("VLPI") only relationship to Nike is
VLPI's licensing to Nike of certain VLPI trademarks and trade names and
the Value Line(R) Timeliness(TM) Ranking System (the "System"), which is
composed by VLPI without regard to Nike, this Product or any investor.
VLPI has no obligation to take the needs of Nike or any investor in the
Product into consideration in composing the System. The Product results
may differ from the hypothetical or published results of the Value
Line(R) Timeliness(TM) Ranking System. VLPI is not responsible for and
has not participated in the determination of the prices and composition
of the Product or the timing of the issuance for sale of the Product or
in the calculation of the equations by which the Product is to be
converted into cash.

VLPI MAKES NO WARRANTY CONCERNING THE SYSTEM, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING
FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND
VLPI MAKES NO WARRANTY AS TO THE POTENTIAL PROFITS OR ANY OTHER BENEFITS
THAT MAY BE ACHIEVED BY USING THE SYSTEM OR ANY INFORMATION OR MATERIALS
GENERATED THEREFROM. VLPI DOES NOT WARRANT THAT THE SYSTEM WILL MEET ANY
REQUIREMENTS OR THAT IT WILL BE ACCURATE OR ERROR-FREE. VLPI ALSO DOES
NOT GUARANTEE ANY USES, INFORMATION, DATA OR OTHER RESULTS GENERATED
FROM THE SYSTEM. VLPI HAS NO OBLIGATION OR LIABILITY (I) IN CONNECTION
WITH THE ADMINISTRATION, MARKETING OR TRADING OF THE PRODUCT; OR (II)
FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY ANY
INVESTOR OR OTHER PERSON OR ENTITY IN CONNECTION WITH THIS PRODUCT, AND
IN NO EVENT SHALL VLPI BE LIABLE FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR EXEMPLARY
DAMAGES IN CONNECTION WITH THE PRODUCT.

Risk Factors

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

Page 3

markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors. From September
30, 1997 through October 30, 1997, amid record trading volume, the S&P
500 Index and DJIA declined 4.60% and 7.09%, respectively. In addition,
against a backdrop of continued uncertainty regarding the current global
currency crisis and falling commodity prices, during the period between
July 31, 1998 and September 30, 1998, the S&P 500 and DJIA declined by
8.97% and 11.32%, respectively.

Dividends. Shareholders of common stocks have rights to receive payments
from the issuers of those common stocks that are generally subordinate
to those of creditors of, or holders of debt obligations or preferred
stocks of, such issuers. Shareholders of common stocks of the type held
by the Trusts have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.

Foreign Issuers. Since all of the Securities included in the European
Target 20 Portfolio consist of securities of foreign issuers, an
investment in such a Trust involves certain investment risks that are
different in some respects from an investment in a trust which invests
entirely in the securities of domestic issuers. These investment risks
include future political or governmental restrictions which might
adversely affect the payment or receipt of payment of dividends on the
relevant Securities, the possibility that the financial condition of the
issuers of the Securities may become impaired or that the general
condition of the relevant stock market may worsen (both of which would
contribute directly to a decrease in the value of the Securities and
thus in the value of the Units), the limited liquidity and relatively
small market capitalization of the relevant securities market,
expropriation or confiscatory taxation, economic uncertainties and
foreign currency devaluations and fluctuations. In addition, for foreign
issuers that are not subject to the reporting requirements of the
Securities Exchange Act of 1934, there may be less publicly available
information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. The securities of many foreign
issuers are less liquid and their prices more volatile than securities
of comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the European
Target 20 Portfolio, the Sponsor believes that adequate information will
be available to allow the Supervisor to provide portfolio surveillance
for the Trust.

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

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the European Target 20 Portfolio
are subject to exchange control restrictions under existing law which
would materially interfere with payment to the Trust of dividends due
on, or proceeds from the sale of, the Securities. However, there can be
no assurance that exchange control regulations might not be adopted in
the future which might adversely affect payment to the Trust. The
adoption of exchange control regulations and other legal restrictions
could have an adverse impact on the marketability of international
securities in the European Target 20 Portfolio and on the ability of the
Trust to satisfy their obligation to redeem Units tendered to the
Trustee for redemption. In addition, restrictions on the settlement of
transactions on either the purchase or sale side, or both, could cause
delays or increase the costs associated with the purchase and sale of

Page 4

the foreign Securities and correspondingly could affect the price of the
Units.

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

Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by a
Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the European Target 20
Portfolio will encounter obstacles in disposing of the Securities,
investors should realize that the Securities may be traded in foreign
countries where the securities markets are not as developed or efficient
and may not be as liquid as those in the United States. The value of the
Securities will be adversely affected if trading markets for the
Securities are limited or absent.

United Kingdom. The emphasis of the United Kingdom's economy is in the
private services sector, which includes the wholesale and retail sector,
banking, finance, insurance and tourism. Services as a whole account for
a majority of the United Kingdom's gross national product and makes a
significant contribution to the country's balance of payments. The
portfolios of the International Trusts may contain common stocks of
British companies engaged in such industries as banking, chemicals,
building and construction, transportation, telecommunications and
insurance. Many of these industries may be subject to government
regulation, which may have a materially adverse effect on the
performance of their stock. In the first quarter of 1998, gross domestic
product (GDP) of the United Kingdom grew to a level 3.0% higher than in
the first quarter of 1997, however the overall rate of GDP growth has
slowed since the third quarter of 1997. The slow down largely reflects a
deteriorating trade position and higher indirect taxes. The average
quarterly rate of GDP growth in the United Kingdom (as well as in Europe
generally) has been decelerating since 1994. The United Kingdom is a
member of the European Union (the "EU") which was created through the
formation of the Maastricht Treaty on European Union in late 1993. It is
expected that the Treaty will have the effect of eliminating most
remaining trade barriers between the 15 member nations and make Europe
one of the largest common markets in the world. However, the effective
implementation of the Treaty provisions and the rate at which trade
barriers are eliminated is uncertain at this time. Furthermore, the
recent rapid political and social change throughout Europe make the
extent and nature of future economic development in the United Kingdom
and Europe and the impact of such development upon the value of
Securities issued by United Kingdom companies impossible to predict.

A majority of the EU members converted their existing sovereign
currencies to a common currency (the "euro") on January 1, 1999. The
United Kingdom did not participate in this conversion on January 1, 1999
and the Sponsor is unable to predict if or when the United Kingdom will
convert to the euro. Moreover, it is not possible to accurately predict
the effect of the current political and economic situation upon long-
term inflation and balance of trade cycles and how these changes, as
well as the implementation of a common currency throughout a majority of
EU countries, would affect the currency exchange rate between the U.S.
dollar and the British pound sterling. In addition, United Kingdom
companies with significant markets or operations in other European
countries (whether or not such countries are participating) face
strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues,
expenses or income from operations; increase competition due to the
increased price transparency of EU markets; affect issuers' currency
exchange rate risk and derivatives exposure; disrupt current contracts;
cause issuers to increase spending on information technology updates
required for the conversion; and result in potential adverse tax
consequences. The Sponsor is unable to predict what impact, if any, the
euro conversion will have on any of the Securities issued by United
Kingdom companies in the International Trusts.

Exchange Rate. The European Target 20 Portfolio is comprised totally of
Securities that are principally traded in foreign currencies and as
such, involve investment risks that are substantially different from an
investment in a fund which invests in securities that are principally
traded in United States dollars. The United States dollar value of the
portfolio (and hence of the Units) and of the distributions from the
portfolio will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies. Most foreign

Page 5

currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the rate of inflation in the respective economies compared to
the United States, the impact of interest rate differentials between
different currencies on the movement of foreign currency rates, the
balance of imports and exports goods and services, the soundness of the
world economy and the strength of the respective economy as compared to
the economies of the United States and other countries.

The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty which established a system of
fixed exchange rates and the convertibility of the United States dollar
into gold through foreign central banks. Starting in 1971, growing
volatility in the foreign exchange markets caused the United States to
abandon gold convertibility and to effect a small devaluation of the
United States dollar. In 1973, the system of fixed exchange rates
between a number of the most important industrial countries of the
world, among them the United States and most Western European countries,
was completely abandoned. Subsequently, major industrialized countries
have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating
international market. Many smaller or developing countries have
continued to "peg" their currencies to the United States dollar although
there has been some interest in recent years in "pegging" currencies to
"baskets" of other currencies or to a Special Drawing Right administered
by the International Monetary Fund. In Europe, the euro has been
developed. Currencies are generally traded by leading international
commercial banks and institutional investors (including corporate
treasurers, money managers, pension funds and insurance companies). From
time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of
preventing or reducing substantial exchange rate fluctuations.

Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of
actual and proposed government policies on the value of currencies,
interest rate differentials between the currencies and the balance of
imports and exports of goods and services and transfers of income and
capital from one country to another. These economic factors are
influenced primarily by a particular country's monetary and fiscal
policies (although the perceived political situation in a particular
country may have an influence as well-particularly with respect to
transfers of capital). Investor psychology may also be an important
determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative
strength or weakness of a particular currency may sometimes exercise
considerable speculative influence on currency exchange rates by
purchasing or selling large amounts of the same currency or currencies.
However, over the long term, the currency of a country with a low rate
of inflation and a favorable balance of trade should increase in value
relative to the currency of a country with a high rate of inflation and
deficits in the balance of trade.

The following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and
end of month equivalent U.S. dollar rates of exchange for the United
Kingdom pound sterling and the euro:

Page 6

Foreign Exchange Rates

Range of Fluctuations
in Foreign Currencies

United Kingdom
Annual Pound Sterling/
Period U.S. Dollar
______ ____________
1983 0.616-0.707
1984 0.670-0.864
1985 0.672-0.951
1986 0.643-0.726
1987 0.530-0.680
1988 0.525-0.601
1989 0.548-0.661
1990 0.504-0.627
1991 0.499-0.624
1992 0.499-0.667
1993 0.630-0.705
1994 0.610-0.684
1995 0.610-0.653
1996 0.583-0.670
1997 0.584-0.633
1998 0.584-0.620
1999 0.597-0.646

Source: Bloomberg L.P.

Page 7

<TABLE>
<CAPTION>
End of Month Exchange Rates End of Month Exchange Rates
for Foreign Currencies for Foreign Currencies (continued)

United Kingdom United Kingdom
Pound Sterling/ Euro/ Pound Sterling/ Euro/
Monthly Period U.S. Dollar U.S. Dollar Monthly Period U.S. Dollar U.S. Dollar
___________ ____________ ________ ____________ ____________ ________
<S> <C> <C> <C> <C> <C>
1993: 1997:
January .673 N.A. January .624 N.A.
February .701 N.A. February .614 N.A.
March .660 N.A. March .611 N.A.
April .635 N.A. April .616 N.A.
May .640 N.A. May .610 N.A.
June .671 N.A. June .600 N.A.
July .674 N.A. July .609 N.A.
August .670 N.A. August .622 N.A.
September .668 N.A. September .619 N.A.
October .676 N.A. October .598 N.A.
November .673 N.A. November .592 N.A.
December .677 N.A. December .607 N.A.
1994: 1998:
January .664 N.A. January .613 N.A.
February .673 N.A. February .609 N.A.
March .674 N.A. March .598 N.A.
April .659 N.A. April .598 N.A.
May .662 N.A. May .613 N.A.
June .648 N.A. June .600 N.A.
July .648 N.A. July .613 N.A.
August .652 N.A. August .595 N.A.
September .634 N.A. September .589 N.A.
October .611 N.A. October .596 N.A.
November .639 N.A. November .607 N.A.
December .639 N.A. December .602 N.A.
1995: 1999:
January .633 N.A. January .608 1.136
February .631 N.A. February .624 1.103
March .617 N.A. March .621 1.076
April .620 N.A. April .621 1.057
May .630 N.A. May .624 1.042
June .627 N.A. June .634 1.035
July .626 N.A. July .617 1.071
August .645 N.A. August .623 1.056
September .631 N.A. September .607 1.068
October .633 N.A. October .608 1.055
November .652 N.A. November .626 1.009
December .645 N.A. December .618 1.006
1996: 2000:
January .661 N.A. January .619 .971
February .653 N.A. February .633 .964
March .655 N.A. March .628 .955
April .664 N.A. April .645 .912
May .645 N.A. May .666 .938
June .644 N.A. June .661 .952
July .642 N.A. July .667 .927
August .639 N.A. August .691 .888
September .639 N.A. September .678 .883
October .615 N.A. October .698 .849
November .595 N.A. November .702 .873
December .583 N.A. December 28 .670 .930
</TABLE>

Source: Bloomberg L.P.

Page 8

The Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, since these markets are volatile and are constantly changing,
depending on the activity at any particular time of the large
international commercial banks, various central banks, large multi-
national corporations, speculators and other buyers and sellers of
foreign currencies, and since actual foreign currency transactions may
not be instantly reported, the exchange rates estimated by the Evaluator
may not be indicative of the amount in United States dollars the
International Trusts would receive had the Trustee sold any particular
currency in the market. The foreign exchange transactions of the
International Trusts will be conducted by the Trustee with foreign
exchange dealers acting as principals on a spot (i.e., cash) buying
basis. Although foreign exchange dealers trade on a net basis, they do
realize a profit based upon the difference between the price at which
they are willing to buy a particular currency (bid price) and the price
at which they are willing to sell the currency (offer price).

Litigation

Tobacco Industry. Certain of the issuers of Securities in certain Trusts
may be involved in the manufacture, distribution and sale of tobacco
products. Pending litigation proceedings against such issuers in the
United States and abroad cover a wide range of matters including product
liability and consumer protection. Damages claimed in such litigation
alleging personal injury (both individual and class actions), and in
health cost recovery cases brought by governments, labor unions and
similar entities seeking reimbursement for health care expenditures,
aggregate many billions of dollars.

In November 1998, certain companies in the U.S. tobacco industry entered
into a negotiated settlement with several states which would result in
the resolution of significant litigation and regulatory issues affecting
the tobacco industry generally. The proposed settlement, while extremely
costly to the tobacco industry, would significantly reduce uncertainties
facing the industry and increase stability in business and capital
markets. Future litigation and/or legislation could adversely affect the
value, operating revenues and financial position of tobacco companies.
The Sponsor is unable to predict the outcome of litigation pending
against tobacco companies or how the current uncertainty concerning
regulatory and legislative measures will ultimately be resolved. These
and other possible developments may have a significant impact upon both
the price of such Securities and the value of Units of Trusts containing
such Securities.

Concentrations

Energy Companies. Certain Portfolios are considered to be concentrated
in companies involved in the energy industry. See "Risk Factors" in the
prospectus which will indicate, if applicable, a Trust's concentration
in this industry.

The business activities of these companies may include: production,
generation, transmission, marketing, control, or measurement of gas and
oil; the provision of component parts or services to companies engaged
in the above activities; energy research or experimentation; and
environmental activities related to the solution of energy problems,
such as energy conservation and pollution control.

The securities of companies in the energy field are subject to changes
in value and dividend yield which depend, to a large extent, on the
price and supply of energy fuels. Swift price and supply fluctuations
may be caused by events relating to international politics, energy
conservation, the success of exploration projects, and tax and other
regulatory policies of various governments. As a result of the
foregoing, the Securities in a Trust may be subject to rapid price
volatility. The Sponsor is unable to predict what impact the foregoing
factors will have on the Securities during the life of a Trust.

According to the U.S. Department of Commerce, the factors which will
most likely shape the energy industry include the price and availability
of oil from the Middle East, changes in U.S. environmental policies and
the continued decline in U.S. production of crude oil. Possible effects
of these factors may be increased U.S. and world dependence on oil from
the Organization of Petroleum Exporting Countries ("OPEC") and highly
uncertain and potentially more volatile oil prices. Factors which the
Sponsor believes may increase the profitability of oil and petroleum
operations include increasing demand for oil and petroleum products as a
result of the continued increases in annual miles driven and the
improvement in refinery operating margins caused by increases in average
domestic refinery utilization rates. The existence of surplus crude oil
production capacity and the willingness to adjust production levels are
the two principal requirements for stable crude oil markets. Without
excess capacity, supply disruptions in some countries cannot be

Page 9

compensated for by others. Surplus capacity in Saudi Arabia and a few
other countries and the utilization of that capacity prevented, during
the Persian Gulf crisis, and continues to prevent, severe market
disruption. Although unused capacity contributed to market stability in
1990 and 1991, it ordinarily creates pressure to overproduce and
contributes to market uncertainty. The restoration of a large portion of
Kuwait and Iraq's production and export capacity could lead to such a
development in the absence of substantial growth in world oil demand.
Formerly, OPEC members attempted to exercise control over production
levels in each country through a system of mandatory production quotas.
Because of the 1990-1991 crisis in the Middle East, the mandatory system
has since been replaced with a voluntary system. Production under the
new system has had to be curtailed on at least one occasion as a result
of weak prices, even in the absence of supplies from Kuwait and Iraq.
The pressure to deviate from mandatory quotas, if they are reimposed, is
likely to be substantial and could lead to a weakening of prices. In the
longer term, additional capacity and production will be required to
accommodate the expected large increases in world oil demand and to
compensate for expected sharp drops in U.S. crude oil production and
exports from the Soviet Union. Only a few OPEC countries, particularly
Saudi Arabia, have the petroleum reserves that will allow the required
increase in production capacity to be attained. Given the large-scale
financing that is required, the prospect that such expansion will occur
soon enough to meet the increased demand is uncertain.

Declining U.S. crude oil production will likely lead to increased
dependence on OPEC oil, putting refiners at risk of continued and
unpredictable supply disruptions. Increasing sensitivity to
environmental concerns will also pose serious challenges to the industry
over the coming decade. Refiners are likely to be required to make heavy
capital investments and make major production adjustments in order to
comply with increasingly stringent environmental legislation, such as
the 1990 amendments to the Clean Air Act. If the cost of these changes
is substantial enough to cut deeply into profits, smaller refiners may
be forced out of the industry entirely. Moreover, lower consumer demand
due to increases in energy efficiency and conservation, gasoline
reformulations that call for less crude oil, warmer winters or a general
slowdown in economic growth in this country and abroad could negatively
affect the price of oil and the profitability of oil companies. No
assurance can be given that the demand for or prices of oil will
increase or that any increases will not be marked by great volatility.
Some oil companies may incur large cleanup and litigation costs relating
to oil spills and other environmental damage. Oil production and
refining operations are subject to extensive federal, state and local
environmental laws and regulations governing air emissions and the
disposal of hazardous materials. Increasingly stringent environmental
laws and regulations are expected to require companies with oil
production and refining operations to devote significant financial and
managerial resources to pollution control. General problems of the oil
and petroleum products industry include the ability of a few influential
producers to significantly affect production, the concomitant volatility
of crude oil prices, increasing public and governmental concern over air
emissions, waste product disposal, fuel quality and the environmental
effects of fossil-fuel use in general.

In addition, any future scientific advances concerning new sources of
energy and fuels or legislative changes relating to the energy industry
or the environment could have a negative impact on the petroleum
products industry. While legislation has been enacted to deregulate
certain aspects of the oil industry, no assurances can be given that new
or additional regulations will not be adopted. Each of the problems
referred to could adversely affect the financial stability of the
issuers of any petroleum industry stocks in a Trust.

Financial Services. An investment in Units of the European Target 20
Portfolio should be made with an understanding of the problems and risks
inherent in the bank and financial services sector in general.

Banks, thrifts and their holding companies are especially subject to the
adverse effects of economic recession, volatile interest rates,
portfolio concentrations in geographic markets and in commercial and
residential real estate loans, and competition from new entrants in
their fields of business. Banks and thrifts are highly dependent on net
interest margin. Recently, bank profits have come under pressure as net
interest margins have contracted, but volume gains have been strong in
both commercial and consumer products. There is no certainty that such
conditions will continue. Bank and thrift institutions had received
significant consumer mortgage fee income as a result of activity in
mortgage and refinance markets. As initial home purchasing and
refinancing activity subsided, this income diminished. Economic
conditions in the real estate markets, which have been weak in the past,
can have a substantial effect upon banks and thrifts because they

Page 10

generally have a portion of their assets invested in loans secured by
real estate. Banks, thrifts and their holding companies are subject to
extensive federal regulation and, when such institutions are state-
chartered, to state regulation as well. Such regulations impose strict
capital requirements and limitations on the nature and extent of
business activities that banks and thrifts may pursue. Furthermore, bank
regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict the
permissible activities of a particular institution if deemed to pose
significant risks to the soundness of such institution or the safety of
the federal deposit insurance fund. Regulatory actions, such as
increases in the minimum capital requirements applicable to banks and
thrifts and increases in deposit insurance premiums required to be paid
by banks and thrifts to the Federal Deposit Insurance Corporation
("FDIC"), can negatively impact earnings and the ability of a company to
pay dividends. Neither federal insurance of deposits nor governmental
regulations, however, insures the solvency or profitability of banks or
their holding companies, or insures against any risk of investment in
the securities issued by such institutions.

The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions Reform,
Recovery and Enforcement Act; enacted in August 1989, the Federal
Deposit Insurance Corporation Improvement Act of 1991, the Resolution
Trust Corporation Refinancing, Restructuring, and Improvement Act of
1991 and the regulations promulgated under these laws. Many of the
regulations promulgated pursuant to these laws have only recently been
finalized and their impact on the business, financial condition and
prospects of the Securities in a Trust's portfolio cannot be predicted
with certainty. The recently enacted Gramm-Leach-Bliley Act repealed
most of the barriers set up by the 1933 Glass-Steagall Act which
separated the banking, insurance and securities industries. Now banks,
insurance companies and securities firms can merge to form one-stop
financial conglomerates marketing a wide range of financial service
products to investors. This legislation will likely result in increased
merger activity and heightened competition among existing and new
participants in the field. Efforts to expand the ability of federal
thrifts to branch on an interstate basis have been initially successful
through promulgation of regulations, and legislation to liberalize
interstate banking has recently been signed into law. Under the
legislation, banks will be able to purchase or establish subsidiary
banks in any state, one year after the legislation's enactment. Since
mid-1997, banks have been allowed to turn existing banks into branches.
Consolidation is likely to continue. The Securities and Exchange
Commission and the Financial Accounting Standards Board require the
expanded use of market value accounting by banks and have imposed rules
requiring market accounting for investment securities held in trading
accounts or available for sale. Adoption of additional such rules may
result in increased volatility in the reported health of the industry,
and mandated regulatory intervention to correct such problems.
Additional legislative and regulatory changes may be forthcoming. For
example, the bank regulatory authorities have proposed substantial
changes to the Community Reinvestment Act and fair lending laws, rules
and regulations, and there can be no certainty as to the effect, if any,
that such changes would have on the Securities in a Trust's portfolio.
In addition, from time to time the deposit insurance system is reviewed
by Congress and federal regulators, and proposed reforms of that system
could, among other things, further restrict the ways in which deposited
moneys can be used by banks or reduce the dollar amount or number of
deposits insured for any depositor. Such reforms could reduce
profitability as investment opportunities available to bank institutions
become more limited and as consumers look for savings vehicles other
than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions,
mortgage banking companies and insurance companies, and increased
competition may result from legislative broadening of regional and
national interstate banking powers as has been recently enacted. Among
other benefits, the legislation allows banks and bank holding companies
to acquire across previously prohibited state lines and to consolidate
their various bank subsidiaries into one unit. The Sponsor makes no
prediction as to what, if any, manner of bank and thrift regulatory
actions might ultimately be adopted or what ultimate effect such actions
might have on a Trust's portfolio.

The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank

Page 11

holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and
future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.

The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which could
only be funded in ways that would weaken its financial health, such as
by borrowing. The FRB also may impose limitations on the payment of
dividends as a condition to its approval of certain applications,
including applications for approval of mergers and acquisitions. The
Sponsor makes no prediction as to the effect, if any, such laws will
have on the Securities or whether such approvals, if necessary, will be
obtained.

Companies involved in the insurance industry are engaged in
underwriting, reinsuring, selling, distributing or placing of property
and casualty, life or health insurance. Other growth areas within the
insurance industry include brokerage, reciprocals, claims processors and
multiline insurance companies. Insurance company profits are affected by
interest rate levels, general economic conditions, and price and
marketing competition. Property and casualty insurance profits may also
be affected by weather catastrophes and other disasters. Life and health
insurance profits may be affected by mortality and morbidity rates.
Individual companies may be exposed to material risks including reserve
inadequacy and the inability to collect from reinsurance carriers.
Insurance companies are subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may not be
adequate for some lines of business. Proposed or potential tax law
changes may also adversely affect insurance companies' policy sales, tax
obligations, and profitability. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization
of traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.

In addition to the normal risks of business, companies involved in the
insurance industry are subject to significant risk factors, including
those applicable to regulated insurance companies, such as: (i) the
inherent uncertainty in the process of establishing property-liability
loss reserves, particularly reserves for the cost of environmental,
asbestos and mass tort claims, and the fact that ultimate losses could
materially exceed established loss reserves which could have a material
adverse effect on results of operations and financial condition; (ii)
the fact that insurance companies have experienced, and can be expected
in the future to experience, catastrophe losses which could have a
material adverse impact on their financial condition, results of
operations and cash flow; (iii) the inherent uncertainty in the process
of establishing property-liability loss reserves due to changes in loss
payment patterns caused by new claims settlement practices; (iv) the
need for insurance companies and their subsidiaries to maintain
appropriate levels of statutory capital and surplus, particularly in
light of continuing scrutiny by rating organizations and state insurance
regulatory authorities, and in order to maintain acceptable financial
strength or claims-paying ability rating; (v) the extensive regulation
and supervision to which insurance companies' subsidiaries are subject,
various regulatory initiatives that may affect insurance companies, and
regulatory and other legal actions; (vi) the adverse impact that
increases in interest rates could have on the value of an insurance
company's investment portfolio and on the attractiveness of certain of
its products; (vii) the need to adjust the effective duration of the
assets and liabilities of life insurance operations in order to meet the
anticipated cash flow requirements of its policyholder obligations; and
(viii) the uncertainty involved in estimating the availability of
reinsurance and the collectibility of reinsurance recoverables.

The state insurance regulatory framework has, during recent years, come
under increased federal scrutiny, and certain state legislatures have
considered or enacted laws that alter and, in many cases, increase state

Page 12

authority to regulate insurance companies and insurance holding company
systems. Further, the National Association of Insurance Commissioners
("NAIC") and state insurance regulators are re-examining existing laws
and regulations, specifically focusing on insurance companies,
interpretations of existing laws and the development of new laws. In
addition, Congress and certain federal agencies have investigated the
condition of the insurance industry in the United States to determine
whether to promulgate additional federal regulation. The Sponsor is
unable to predict whether any state or federal legislation will be
enacted to change the nature or scope of regulation of the insurance
industry, or what effect, if any, such legislation would have on the
industry.

All insurance companies are subject to state laws and regulations that
require diversification of their investment portfolios and limit the
amount of investments in certain investment categories. Failure to
comply with these laws and regulations would cause non-conforming
investments to be treated as non-admitted assets for purposes of
measuring statutory surplus and, in some instances, would require
divestiture.

Environmental pollution clean-up is the subject of both federal and
state regulation. By some estimates, there are thousands of potential
waste sites subject to clean up. The insurance industry is involved in
extensive litigation regarding coverage issues. The Comprehensive
Environmental Response Compensation and Liability Act of 1980
("Superfund") and comparable state statutes ("mini-Superfund") govern
the clean-up and restoration by "Potentially Responsible Parties"
("PRP's"). Superfund and the mini-Superfunds ("Environmental Clean-up
Laws or "ECLs") establish a mechanism to pay for clean-up of waste sites
if PRP's fail to do so, and to assign liability to PRP's. The extent of
liability to be allocated to a PRP is dependent on a variety of factors.
The extent of clean-up necessary and the assignment of liability has not
been fully established. The insurance industry is disputing many such
claims. Key coverage issues include whether Superfund response costs are
considered damages under the policies, when and how coverage is
triggered, applicability of pollution exclusions, the potential for
joint and several liability and definition of an occurrence. Similar
coverage issues exist for clean up and waste sites not covered under
Superfund. To date, courts have been inconsistent in their rulings on
these issues. An insurer's exposure to liability with regard to its
insureds which have been, or may be, named as PRPs is uncertain.
Superfund reform proposals have been introduced in Congress, but none
have been enacted. There can be no assurance that any Superfund reform
legislation will be enacted or that any such legislation will provide
for a fair, effective and cost-efficient system for settlement of
Superfund related claims.

While current federal income tax law permits the tax-deferred
accumulation of earnings on the premiums paid by an annuity owner and
holders of certain savings-oriented life insurance products, no
assurance can be given that future tax law will continue to allow such
tax deferrals. If such deferrals were not allowed, consumer demand for
the affected products would be substantially reduced. In addition,
proposals to lower the federal income tax rates through a form of flat
tax or otherwise could have, if enacted, a negative impact on the demand
for such products.

Companies engaged in investment banking/brokerage and investment
management include brokerage firms, broker/dealers, investment banks,
finance companies and mutual fund companies. Earnings and share prices
of companies in this industry are quite volatile, and often exceed the
volatility levels of the market as a whole. Recently, ongoing
consolidation in the industry and the strong stock market has benefited
stocks which investors believe will benefit from greater investor and
issuer activity. Major determinants of future earnings of these
companies are the direction of the stock market, investor confidence,
equity transaction volume, the level and direction of long-term and
short-term interest rates, and the outlook for emerging markets.
Negative trends in any of these earnings determinants could have a
serious adverse effect on the financial stability, as well as the stock
prices, of these companies. Furthermore, there can be no assurance that
the issuers of the Securities included in the European Target 20
Portfolio will be able to respond in a timely manner to compete in the
rapidly developing marketplace. In addition to the foregoing, profit
margins of these companies continue to shrink due to the commoditization
of traditional businesses, new competitors, capital expenditures on new
technology and the pressures to compete globally.

Healthcare Companies. The S&P Target 10 Portfolio is considered to be
concentrated in common stocks of companies involved in advanced medical
devices and instruments, drugs and biotech, healthcare/managed care,

Page 13

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

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

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

Technology Companies. The Nasdaq Target 15 Portfolio is considered to be
concentrated in common stocks of technology companies. See "Risk
Factors" in the prospectus which will indicate, if applicable, the Trust's
concentration in this industry.

Technology companies generally include companies involved in the
development, design, manufacture and sale of computers and peripherals,
software and services, data networking/communications equipment,
internet access/information providers, semiconductors and semiconductor
equipment and other related products, systems and services. The market
for these products, 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 in
a timely manner to compete in the rapidly developing marketplace.

Based on trading history of common stock, 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 high-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 Unit holder to redeem Units 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

Page 14

issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an 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 industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. 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 from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
a Trust.

Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.

Portfolios

Equity Securities Selected for The Dow(sm) DART 5 Portfolio

Eastman Kodak Company, headquartered in Rochester, New York, develops,
makes and sells consumer and commercial photographic imaging products.
The company's products include films, photographic papers and chemicals,
cameras, projectors, processing equipment, audiovisual equipment,
copiers, microfilm products, applications software, printers and other
equipment.

Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, makes and services equipment and systems for measurement,
computation and communications including computer systems, personal
computers, printers, calculators, electronic test equipment, medical
electronic equipment, electronic components and instrumentation for
chemical analysis.

Minnesota Mining & Manufacturing Company, headquartered in St. Paul,
Minnesota, manufactures industrial, electronic, health, consumer and
information-imaging products for distribution worldwide. The company's
products include adhesives, abrasives, laser imagers and "Scotch" brand
products.

Philip Morris Companies, Inc., headquartered in New York, New York, is
the world's largest producer and marketer of consumer packaged goods.
Its five principal operating companies are Kraft Foods, Inc., Miller
Brewing Company, Philip Morris International Inc., Philip Morris U.S.A.
and Philip Morris Capital Corporation.

United Technologies Corporation, headquartered in Hartford, Connecticut,
makes Pratt & Whitney aircraft jet engines and spare parts; Otis
elevators and escalators; Carrier heating, ventilating and air
conditioning equipment; automotive products and systems; Sikorsky
helicopters; and Hamilton Sundstrand aerospace systems.

Page 15

Equity Securities Selected for The Dow(sm) DART 10 Portfolio

The Boeing Company, headquartered in Seattle, Washington, produces and
markets commercial jet transports and provides related support services,
principally to commercial customers. The company also develops,
produces, modifies and supports military aircraft and helicopters and
related systems, and electronic, space and missile systems.

Caterpillar Inc., headquartered in Peoria, Illinois, makes earthmoving,
construction and materials handling machinery and equipment and diesel
engines; and provides various financial products and services.

E.I. du Pont de Nemours & Company, headquartered in Wilmington,
Delaware, explores for, develops and produces crude oil and natural gas;
makes polymers, elastomers, finishes and performance films; makes
specialty fibers and chemicals; produces agricultural products; and
makes electronic materials and medical products. The company
participates in five principal business segments-Petroleum Operations;
Polymers; Fibers; Chemicals; and Diversified Businesses.

General Motors Corporation, headquartered in Detroit, Michigan,
manufactures and sells cars and trucks worldwide under the trademarks
"Chevrolet," "Oldsmobile," "Pontiac," "Buick," "Saturn," "Cadillac" and
"GMC Trucks."

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

Equity Securities Selected for European Target 20 Portfolio

ABN AMRO Holding NV, headquartered in Amsterdam, the Netherlands,
provides full-service banking operations both in the Netherlands and
worldwide.

Anglo American Plc, headquartered in London, England, holds investments
in gold, platinum, diamond, uranium, coal and other mineral mining
companies in South Africa, Brazil and the United States. The company
also invests in industrial, commercial, finance and insurance companies
and small businesses; and provides property development services.

BG Group Plc, headquartered in Berkshire, England, is an international
energy company that develops and supplies gas markets worldwide. The
company and its subsidiaries also provide exploration and production;
research and technology; and property development services.

British American Tobacco Plc, headquartered in London, England, is the
holding company for an international tobacco group. The group has an
active business presence in approximately 180 countries around the
world. Brand names include "State Express 555," "Lucky Strike," "Kent"
and "Benson & Hedges."

British Telecommunications Plc, headquartered in London, England, is

Page 16

engaged in providing telecommunication services, including long-distance
and international calls. The company also manages private networks and
supplies mobile communication services.

CGNU Plc, headquartered in London, England, is the holding company for
Commercial Union Assurance Company Plc, an international life and
property-casualty insurance operation. Through its subsidiary, the
company transacts all classes of insurance and life assurance excluding
industrial life. The company also does business in property investment
and development, loans and mortgages.

Commerzbank AG, headquartered in Frankfurt, Germany, provides retail
banking, wholesale banking, international commercial banking, export
finance, corporate banking, and treasury and foreign exchange services.
The bank also offers specialized services, such as leasing, fund
management, real estate and equity investment, through its subsidiaries
and branches.

DaimlerChrysler AG, headquartered in Stuttgart, Germany, designs,
manufactures and markets automobiles and other vehicles worldwide. The
company also provides electronics and telecommunications services as
well as aerospace, defense and financial services.

Diageo Plc, headquartered in London, England, has operations in food,
alcoholic beverages, fast food restaurants and property management. The
company markets food products under the "Pillsbury," "Haagen Dazs," and
"Green Giant" brand names; and liquor and beer products under the
"Smirnoff," "J&B Rare," "Johnnie Walker," "Jose Cuervo," "Baileys,"
"Harp" and "Guinness Stout" names. The company also owns "Burger King"
restaurants.

Endesa SA, headquartered in Madrid, Spain, produces, transmits,
distributes and supplies electricity to major utilities throughout Spain
and has interests in coal mining companies.

Enel SpA, headquartered in Rome, Italy, generates, transmits and
distributes electricity throughout Italy. The company's subsidiaries
also provide fixed-line and mobile telephone services, install public
lighting systems, and operate real estate, telecommunications and
Internet service provider businesses.

ENI SpA, headquartered in Rome, Italy, is a fully integrated oil and gas
company with operations worldwide. The company explores for,
distributes, refines and markets petroleum products. The company also
provides offshore oil and gas pipelaying services.

Halifax Group Plc, headquartered in Halifax, England, provides a full
range of personal financial services throughout the United Kingdom.

Koninklijki (Royal) KPN NV, headquartered in The Hague, the Netherlands,
is a telecommunications company that provides services throughout the
Netherlands. The company also operates internationally in four business
areas: fixed telephone; mobile communications; IP/data services; and
Internet, call center and media services.

Lloyds TSB Group Plc, headquartered in London, England, through
subsidiaries and associated companies, offers a wide range of banking
and financial services throughout the United Kingdom and a number of
other countries.

Rio Tinto Plc, headquartered in London, England, is an international
mining company with operations in Australia, Canada, Europe, New
Zealand, South Africa, South America and the United States.

San Paolo-IMI SpA, headquartered in Turin, Italy, operates as a
commercial bank in Italy and abroad and is the holding company of a
diversified financial group which includes municipal lender "Crediop."

ScottishPower Plc, headquartered in Glasgow, Scotland, is an integrated
power and energy group which generates and supplies electricity and
provides electrical power systems throughout the United Kingdom. The
company also supplies water and waste water services, operates in the
gas and telecommunications sectors, and sells and services electrical
goods and home entertainment appliances.

Swisscom AG, headquartered in Bern, Switzerland, is the principal
provider of telecommunications services in Switzerland. The company
provides fixed line telephone access, ISDN channels and mobile
telecommunications services to residential and business customers.

UBS AG, headquartered in Zurich, Switzerland, through its subsidiaries,
Warburg Dillon Read, UBS Capital and UBS Brinson, offers banking,
financing, investment and asset management services.

Equity Securities Selected for The Nasdaq Target 15 Portfolio

Adobe Systems Incorporated, headquartered in San Jose, California,
develops, markets and supports computer software products and
technologies that enable users to express and use information across all
print and electronic media.

Page 17

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

Bed Bath & Beyond Inc., headquartered in Union, New Jersey, sells
domestic merchandise (bed linens, bath accessories and kitchen textiles)
and home furnishings (cookware, dinnerware, glassware and basic
housewares) through retail stores.

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

Check Point Software Technologies Ltd., headquartered in Ramat-Gan,
Israel, develops, sells and supports secure enterprise networking
solutions. The company's integrated architecture includes network
security ("FireWall-1," "VPN-1," "Open Security Manager" and "Provider-
1"), traffic control ("FloodGate-1" and "ConnectControl") and Internet
protocol address management ("Meta IP")

Cintas Corporation, headquartered in Cincinnati, Ohio, designs and
manufactures corporate identity uniforms which they rent or sell to
customers, along with non-uniform equipment. The company also offers
ancillary products which include the sale or rental of walk-off mats,
fender covers, towels, mops and linen products.

Comverse Technology, Inc., headquartered in Woodbury, New York, makes
and sells computer and telecommunications systems for multimedia
communications and information processing applications, which are used
by telephone network operators, government agencies, call centers,
financial institutions and other public and commercial organizations
worldwide.

Concord EFS, Inc., headquartered in Memphis, Tennessee, provides
electronic transaction authorization, processing, settlement and funds
transfer services on a nationwide basis.

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

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

Linear Technology Corporation, headquartered in Milpitas, California,
designs, makes and markets a broad line of standard high performance
linear integrated circuits using silicon gate complementary metal-oxide
semiconductor (CMOS), BiCMOS and bipolar and complementary bipolar wafer
process technologies.

Oracle Corporation, headquartered in Redwood Shores, California,
designs, develops, markets and supports computer software products with
a wide variety of uses, including database management, application
development, business intelligence and business applications.

PACCAR Inc., headquartered in Bellevue, Washington, makes light-, medium-
and heavy-duty trucks and related aftermarket parts; and provides
financing and leasing services to customers and dealers. In addition,
the company sells general automotive parts and accessories through
retail outlets.

Paychex, Inc., headquartered in Rochester, New York, provides payroll
processing, human resource and benefits outsourcing solutions for small-
to medium-sized businesses nationwide.

PeopleSoft, Inc., headquartered in Pleasanton, California, develops,
markets and supports public sector software products which are portable
and scaleable families of cross-industry client/server enterprise-wide
applications. The company's products are used in large and medium-sized
companies, higher education institutions and government agencies.

Page 18

Equity Securities Selected for The S&P Target 10 Portfolio

Cardinal Health, Inc., headquartered in Dublin, Ohio, distributes a
broad line of pharmaceuticals, surgical and hospital supplies,
therapeutic plasma and other specialty pharmaceutical products, health
and beauty care products and other items typically sold by hospitals,
retail drug stores and other healthcare providers. The company also
makes, leases and sells point-of-use pharmacy systems; provides pharmacy
management services; and franchises apothecary-style pharmacies.

Dynegy Inc., headquartered in Houston, Texas, through subsidiaries,
markets natural gas, natural gas liquids, crude oil and electric power;
and gathers, processes and transports natural gas through ownership and
operation of natural gas processing plants, storage facilities and
pipelines in North America and the United Kingdom.

El Paso Energy Corporation, headquartered in Houston, Texas, operates in
the areas of interstate and intrastate transportation; the gathering and
processing of natural gas; the marketing of natural gas, power and other
commodities; and the operation of energy infrastructure facilities
worldwide.

Enron Corp., headquartered in Houston, Texas, gathers, transports and
markets natural gas at wholesale; explores for and produces natural gas
and crude oil; produces, purchases, transports and markets natural gas
liquids, crude oil and refined petroleum products; and develops,
constructs and operates natural gas-fired power plants.

Lehman Brothers Holdings Inc., headquartered in New York, New York,
through wholly-owned Lehman Brothers Inc., provides securities
underwriting, financial advisory and investment and merchant banking
services, securities and commodities trading as principal and agent, and
asset management to institutional, corporate, government and high-net-
worth individual clients throughout the United States and the world.

Reliant Energy, Inc., headquartered in Houston, Texas, operates as a
diversified international energy services. The company's Retail Group
consists of three natural gas utilities and one electric utility, as
well as a retail marketing group, which provides unregulated retail
energy products and services. The company's Wholesale Group invests in
power generation projects and provides wholesale trading and marketing
services as well as natural gas supply, gathering, transportation and
storage.

The St. Paul Companies, Inc., headquartered in St. Paul, Minnesota, with
subsidiaries, provides a broad range of commercial and consumer related
insurance products and services, including property liability insurance
underwriting and reinsurance. The company also provides risk advisory
services and investment banking asset management services.

Tenet Healthcare Corporation, headquartered in Santa Barbara,
California, owns or operates acute care hospitals and related healthcare
facilities in 22 states; and holds investments in other healthcare
companies.

UnitedHealth Group Incorporated, headquartered in Minnetonka, Minnesota,
is aligned into six businesses which work together to provide customers
with an integrated set of health and well-being products and services.
These businesses include: UnitedHealthcare, Uniprise, Ovations,
Specialized Care Services, Ingenix and The Center for Health Care Policy
and Evaluation.

Washington Mutual, Inc., headquartered in Seattle, Washington, through
subsidiaries, provides financial services to individuals and small to
mid-sized businesses, including accepting deposits from the general
public and making residential and other loans. The company's operations
are conducted through offices throughout the United States.

Equity Securities Selected for Value Line(R) Target Portfolio

Advantage Learning Systems, Inc., headquartered in Wisconsin Rapids,
Wisconsin, provides learning information systems to kindergarten through
senior high (K-12) schools in the United States and Canada. The
company's learning information systems consist of computer software and
related training.

Anchor Gaming, headquartered in Las Vegas, Nevada, develops and
distributes unique proprietary games, operates casinos in Colorado, and
operates one of the largest gaming machine routes in Nevada.

Beazer Homes USA, Inc., headquartered in Atlanta, Georgia, is a single-
family home builder with operations in Georgia, Arizona, California,
Florida, Maryland, Nevada, New Jersey, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas and Virginia.

Page 19

Cirrus Logic, Inc., headquartered in Austin, Texas, manufactures
integrated circuits for the personal computer, consumer and industrial
markets. The company offers products and technologies for multimedia,
wireless and wireline communications, magnetic hard disk and CD-ROM
storage, and data acquisition applications.

Columbia Sportswear Company, headquartered in Portland, Oregon, is one
of the largest outerwear manufacturers in the world and leading seller
of skiwear in the United States.

Diagnostic Products Corporation, headquartered in Los Angeles,
California, develops, makes and markets medical immunodiagnostic test
kits which utilize state-of-the-art technology derived from immunology
and molecular biology, and automated laboratory instruments which
perform the tests.

Education Management Corporation, headquartered in Pittsburgh,
Pennsylvania, provides proprietary postsecondary education in the United
States based on student enrollments and revenues, including associate's
and bachelor's degree programs and non-degree programs in the areas of
design, media arts, culinary arts, fashion and paralegal studies.

D.R. Horton, Inc., headquartered in Arlington, Texas, is one of the most
geographically diversified homebuilders in the United States, with
operating divisions in 23 states. The company positions itself between
large-volume and local custom homebuilders and sells its single-family
homes to the entry-level and move-up market segments.

IMPATH Inc., headquartered in New York, New York, provides the expertise
to establish correct diagnosis, accurate prognosis, treatment
determination and patient follow-up, all of which are essential for
making medically optimal and cost-effective cancer management decisions.
The company is focused exclusively on the analysis of cancer, combining
advanced technologies and medical expertise to provide patient-specific
diagnostic, prognostic and treatment information to physicians involved
in the treatment of cancer.

International Game Technology, headquartered in Reno, Nevada, is an
operator and manufacturer of computerized casino gaming products and
proprietary gaming systems.

Lennar Corporation, headquartered in Miami, Florida, is engaged in the
two principal businesses of building and selling homes and providing
mortgage financing services.

Lincare Holdings Inc., headquartered in Clearwater, Florida, is one of
the nation's largest providers of oxygen and other respiratory therapy
services to patients in their homes.

Mitchell Energy & Development Corp., headquartered in The Woodlands,
Texas, produces natural gas and oil, and gathers and markets natural gas
liquids in Texas, Louisiana and Oklahoma.

NVR, Inc., headquartered in McLean, Virginia, is a holding company that
currently operates, through its subsidiaries, in two business segments:
the construction and marketing of homes and mortgage banking.

Oakley, Inc., headquartered in Foothill Ranch, California, designs,
makes and distributes high-performance eyewear and athletic equipment
used by a variety of athletes such as skiers, cyclists, runners,
surfers, golfers, tennis and baseball players, and motocross riders, as
well as for the nonsports market.

Oxford Health Plans, Inc., headquartered in Trumbull, Connecticut,
provides health benefit plans including point-of-service Freedom and
Liberty Plans, traditional health maintenance organizations, dental
plans and third party employer funded benefit plans in Connecticut,
Florida, Illinois, New Hampshire, New Jersey, New York and Pennsylvania.

Pharmaceutical Product Development, Inc., headquartered in Wilmington,
North Carolina, provides a broad range of integrated product development
services on a global basis to complement the research and development
activities of companies in the pharmaceutical and biotechnology
industries. The company offers assessment and management of chemical and
environmental health risk and provides research, development and
consulting services in the life, environmental and discovery sciences.

Precision Castparts Corp., headquartered in Portland, Oregon, makes
complex metal components and products, serving a wide variety of
aerospace and general industrial applications. The company manufactures
large, complex structural investment castings and airfoil castings used
in jet aircraft engines. In addition, the company has expanded into the
industrial gas turbine, fluid management, industrial metalworking tools
and machines and other metal products markets.

Pulte Corporation, headquartered in Bloomfield Hills, Michigan, is a
holding company whose subsidiaries are engaged in homebuilding and
financial services businesses.

Page 20

The Ryland Group, Inc., headquartered in Calabasas, California, and
subsidiaries consist of two business segments: homebuilding and
financial services.

Standard Pacific Corp., headquartered in Irvine, California, is a
geographically diversified builder of single-family homes throughout the
metropolitan markets of California, Arizona and Texas.

The Talbots, Inc., headquartered in Hingham, Massachusetts, sells
classic apparel, shoes and accessories for women, boys and girls through
its retail stores in the United States, Canada, and the United Kingdom,
and through 25 catalogs.

The Timberland Company (Class A), headquartered in Stratham, New
Hampshire, designs, develops, makes and markets boots, shoes, apparel
and accessories under the "Timberland" brand name.

Toll Brothers, Inc., headquartered in Huntingdon Valley, Pennsylvania,
designs, builds, markets and finances single-family detached and
attached homes in middle and high income residential communities located
mainly on land the company has developed in suburban residential areas.
The company also provides financing to customers.

Universal Health Services, Inc. (Class B), headquartered in King of
Prussia, Pennsylvania, owns and operates acute care hospitals,
behavioral health centers and women's hospitals; and operates/manages
surgery and radiation oncology centers.

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

Page 21

CONTENTS OF REGISTRATION STATEMENT

A. Bonding Arrangements of Depositor:

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

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

The facing sheet

The Prospectus

The signatures

Exhibits

S-1

SIGNATURES

The Registrant, FT 492, hereby identifies The First Trust
Special Situations Trust, Series 4; The First Trust Special
Situations Trust, Series 18; The First Trust Special Situations
Trust, Series 69; The First Trust Special Situations Trust,
Series 108; The First Trust Special Situations Trust, Series 119;
The First Trust Special Situations Trust, Series 190; FT 286; The
First Trust Combined Series 272; FT 412; and FT 438 for purposes
of the representations required by Rule 487 and represents the
following:

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

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

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

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, FT 492, has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lisle
and State of Illinois on December 29, 2000.

FT 492

By NIKE SECURITIES L.P.
Depositor

By Robert M. Porcellino
Senior Vice President

S-2

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

NAME TITLE* DATE

David J. Allen Sole Director )
of Nike Securities )
Corporation, the ) December 29, 2000
General Partner of )
Nike Securities L.P. )
)
)
) Robert M. Porcellino
) Attorney-in-Fact**
)
)

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

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

S-3
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 29, 2000 in
Amendment No. 1 to the Registration Statement (Form S-6) (File
No. 333-52502) and related Prospectus of FT 492.

ERNST & YOUNG LLP

Chicago, Illinois
December 29, 2000

CONSENTS OF COUNSEL

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

CONSENT OF FIRST TRUST ADVISORS L.P.

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

S-4

EXHIBIT INDEX

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

1.1.1 Form of Trust Agreement for FT 492 among Nike Securities
L.P., as Depositor, The Chase Manhattan Bank, as
Trustee, First Trust Advisors L.P., as Evaluator, and
First Trust Advisors L.P., as Portfolio Supervisor.

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

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

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

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

1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-49255] filed on
behalf of The First Trust Special Situations Trust,
Series 19).

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

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

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

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

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

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

4.1 Consent of First Trust Advisors L.P.

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

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

S-6