DEFINED ASSET FUNDS EQUITY INCOME FD UTILITY COM STK SER 14
485BPOS, 2001-01-17
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2001

                                                       REGISTRATION NO. 33-30637
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                       ---------------------------------

                        POST-EFFECTIVE AMENDMENT NO. 11
                                       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:

                             DEFINED ASSET FUNDS--
                              EQUITY INVESTOR FUND
                        UTILITY COMMON STOCK SERIES--14

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

<TABLE>
<S>                        <C>                        <C>
 MERRILL LYNCH, PIERCE,                               SALOMON SMITH BARNEY INC.
     FENNER & SMITH                                         388 GREENWICH
      INCORPORATED                                       STREET--23RD FLOOR
   DEFINED ASSET FUNDS                                   NEW YORK, NY 10013
  POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>

<TABLE>
<S>                        <C>                        <C>
  PRUDENTIAL SECURITIES                               DEAN WITTER REYNOLDS INC.
      INCORPORATED                                         TWO WORLD TRADE
   ONE NEW YORK PLAZA                                    CENTER--59TH FLOOR
   NEW YORK, NY 10292                                    NEW YORK, NY 10048
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<TABLE>
<CAPTION>

<S>                        <C>                        <C>
  TERESA KONCICK, ESQ.                                    MICHAEL KOCHMANN
      P.O. BOX 9051                                       388 GREENWICH ST.
PRINCETON, NJ 08543-9051                                 NEW YORK, NY 10013
                                  COPIES TO:
   LEE B. SPENCER, JR.       NORA M. JORDAN, ESQ.        DOUGLAS LOWE, ESQ.
   ONE NEW YORK PLAZA        450 LEXINGTON AVENUE     DEAN WITTER REYNOLDS INC.
   NEW YORK, NY 10292         NEW YORK, NY 10017           TWO WORLD TRADE
                                                         CENTER--59TH FLOOR
                                                         NEW YORK, NY 10048
</TABLE>

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and will file the Rule 24f-2 Notice for the most
recent fiscal year in March, 2001.

Check box if it is proposed that this filing will become effective on January
26, 2001 pursuant to paragraph (b) of Rule 485.  /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
                           ----------------------------------------------------

                           EQUITY INVESTOR FUND
                           UTILITY COMMON STOCK SERIES--14
                           (A UNIT INVESTMENT TRUST)

                           -  MONTHLY INCOME
                           -  PROFESSIONAL SELECTION
                           -  REINVESTMENT OPTION

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH     -----------------------------------------------------
INCORPORATED               The Securities and Exchange Commission has not
SALOMON SMITH BARNEY INC.  approved or disapproved these Securities or passed
PRUDENTIAL SECURITIES      upon the adequacy of this prospectus. Any
INCORPORATED               representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated January 26, 2001.

<PAGE>
--------------------------------------------------------------------------------

Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.

Defined Asset Funds offer a number of advantages:
   - A disciplined strategy of buying and holding with a long-term view is the
     cornerstone of Defined Asset Funds.
   - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
     funds are not managed and portfolio changes are limited.
   - Defined Portfolios: We choose the stocks or bonds in advance, so you know
     what you're investing in.
   - Professional research: Our dedicated research team seeks out stocks or
     bonds appropriate for a particular fund's objectives.
   - Ongoing supervision: We monitor each portfolio on an ongoing basis.

No matter what your investment goals, risk tolerance or time horizon, there's
probably a Defined Asset Fund that suits your investment style. Your financial
professional can help you select a Defined Asset Fund that works best for your
investment portfolio.

THE FINANCIAL INFORMATION ON THIS PROSPECTUS IS AS OF THE EVALUATION DATE,
OCTOBER 31, 2000.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
Risk/Return Summary...............................    3
What You Can Expect From Your Investment..........    5
  Income..........................................    5
  Records and Reports.............................    5
The Risks You Face................................    5
  Concentration Risk..............................    5
  Litigation and Legislation Risks................    5
Selling Units.....................................    5
  Sponsors' Secondary Market......................    6
  Selling Units to the Trustee....................    6
How The Fund Works................................    6
  Pricing.........................................    6
  Evaluations.....................................    6
  Income..........................................    7
  Expenses........................................    7
  Portfolio Changes...............................    8
  Fund Termination................................    8
  Certificates....................................    8
  Trust Indenture.................................    8
  Legal Opinion...................................    9
  Auditors........................................    9
  Sponsors........................................    9
  Trustee.........................................    9
  Underwriters' and Sponsors' Profits.............   10
  Public Distribution.............................   10
  Code of Ethics..................................   10
Taxes.............................................   10
Supplemental Information..........................   11
Financial Statements..............................  D-1
</TABLE>

                                       2
<PAGE>
--------------------------------------------------------------------------------

RISK/RETURN SUMMARY

 1. WHAT IS THE PORTFOLIO'S OBJECTIVE?
 - The objective of this Defined Fund is current income by investing in a
   diversified portfolio of common stocks in the public utility sector.

 - When the Fund was created in October, 1989, the stocks were considered by the
   Sponsors to have potential for increasing future dividends. There is no
   assurance that this potential will be realized.

 2. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Portfolio contains 16 common stocks in the public utility sector
   originally selected by the Sponsors for current dividend yields and their
   record of uninterrupted dividend payments over the past 39 or more years.
   -- The Fund is designed for investors who want to invest a portion of their
      equity portfolio in the public utility sector.

   -- Since all of the Portfolio stocks are in the public utility sector, this
      Fund is not designed to be a complete equity investment program.
 - The Fund plans to hold the stocks in the Portfolio for approximately 13
   years. The Fund will terminate by October 31, 2014.

 3. WHAT INDUSTRY SECTORS ARE REPRESENTED IN THE PORTFOLIO?
   100% of the Portfolio represents the public utility industry.
 4. WHAT ARE THE SIGNIFICANT RISKS?
   YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
   REASONS, INCLUDING:

 - Stock prices can be volatile.

 - Dividend rates on the stocks or share prices may decline during the life of
   the Fund.

 - Because the Portfolio is concentrated in the public utility sector, adverse
   developments in this industry may affect the value of your units.

 - The Fund may continue to hold the stocks originally selected even though
   their market value or yield may have changed.

 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want current monthly income. You will benefit from a
   professionally selected and supervised portfolio whose risk is reduced by
   investing in equity securities of different issuers.

   The Fund is NOT appropriate for you if you are unwilling to take the risk
   involved with an equity investment.

 6. WHAT ARE THE FUND'S FEES AND EXPENSES?
   This table shows the costs and expenses you may pay, directly or indirectly,
   when you invest in the Fund.

   ESTIMATED ANNUAL OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER 1,000
                                                      UNITS
                                                    ---------
<S>                                                 <C>
Trustee's Fee                                         $0.95
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                            $0.70
Other Operating Expenses                              $0.69
                                                      -----
TOTAL                                                 $2.34
</TABLE>

   The Sponsors historically paid updating expenses.

   INVESTOR FEES
   You will pay an up-front sales fee of approximately 4.50%. The fee will be
   reduced for quantity purchases, as follows:

<TABLE>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<S>                                                 <C>
Less than $250,000                                        4.50%
$250,000 to $499,999                                      3.75%
$500,000 to $749,999                                      2.50%
$750,000 to $999,999                                      2.00%
$1,000,000 or more                                        1.50%
</TABLE>

 7. IS THE FUND MANAGED?
   Unlike a mutual fund, the Fund is not managed and stocks are not sold because
   of market changes. The Sponsors monitor the portfolio and may instruct the
   Trustee to sell securities under certain limited circumstances.

                                       3
<PAGE>
 8. HOW DO I BUY UNITS?
   The minimum investment is $250.

   You can buy units from the Sponsors.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER 1,000 UNITS                          $1,178.09
(as of October 31, 2000)
</TABLE>

   Unit price is based on the net asset value of the Fund plus the up-front
   sales fee.

   The Portfolio stocks are valued by the Trustee on the basis of their closing
   prices at 4:00 p.m. Eastern time every business day. Unit price changes every
   day with changes in the prices of the stocks.

 9. HOW DO I SELL UNITS?
   You may sell your units at any time to the Sponsors or the Trustee for the
   net asset value determined at the close of business on the date of sale, less
   the costs of liquidating securities to meet the redemption.

10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
   The Fund pays monthly distributions of any dividend income, net of expenses,
   on the 25th of each month, if you own units on the 10th of that month.
   Distributions of ordinary income will be dividends for federal income tax
   purposes and may be eligible for the dividends-received deduction for
   corporations. Distributions to foreign investors will generally be subject to
   withholding taxes.

11. WHAT OTHER SERVICES ARE AVAILABLE?

   REINVESTMENT
   You may choose to reinvest your distributions into additional units of the
   Fund. Unless you choose reinvestment, you will receive your income
   distributions in cash.

   EXCHANGE PRIVILEGES
   You may exchange units of this Fund for units of certain other Defined Asset
   Funds. You may also exchange into this Fund from certain other funds. We
   charge a reduced sales fee on designated exchanges.

                                       4
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

INCOME

Because the Fund generally pays dividends as they are received, individual
income payments will fluctuate based upon the amount of dividends declared and
paid by each issuer. Other reasons your income may vary are:

  - changes to the Portfolio because of sales of securities;
  - changes in the Fund's expenses; and
  - the amount of dividends declared and paid.

There can be no assurance that any dividends will be declared or paid.

RECORDS AND REPORTS

You will receive:

- a notice from the Trustee if new equity securities are deposited in exchange
  or substitution for equity securities originally deposited;
- annual reports on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
  AMOUNT OF INCOME RECEIVED DURING THE YEAR. PLEASE CONTACT YOUR TAX ADVISOR IN
  THIS REGARD.

You may inspect records of Portfolio transactions at the Trustee's office during
regular business hours.

THE RISKS YOU FACE

CONCENTRATION RISK

When stocks in a particular industry make up 25% or more of the Portfolio, it is
said to be "concentrated" in that industry, which makes the Portfolio less
diversified.

Here is what you should know about the Fund's concentration in public utility
stocks:

  - dividends on these stocks may depend on rates that the utility companies may
    charge, the demand for their services and their operating costs;
  - electric utilities face pressure to keep rates low, which may make it
    difficult to recover investments in generating plant;
  - utilities generally are sensitive to costs and availability of fuel; and
  - some electric utilities are subject to the risks of the nuclear industry.

LITIGATION AND LEGISLATION RISKS

We do not know of any pending litigation that might have a material adverse
effect upon the Fund.

Future tax legislation could affect the value of the Fund by:

  - reducing the dividends-received deduction or
  - increasing the corporate tax rate resulting in less money available for
    dividend payments.

SELLING UNITS

You can sell your units at any time for a price based on their net asset value.
Your net asset value is calculated each business day by:

  - ADDING the value of the Portfolio securities, cash and any other Fund
    assets;
  - SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
    cash held to buy back units or

                                       5
<PAGE>
    for distribution to investors, and any other Fund liabilities; and
  - DIVIDING the result by the number of outstanding units.

Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the Portfolio.

SPONSORS' SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value.
We may resell the units to other buyers or to the Trustee.

We have maintained a secondary market continuously for more than 28 years, but
we could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by contacting your broker, dealer or financial
institution that holds your units in street name. Sometimes, additional
documents are needed such as a trust document, certificate of corporate
authority, certificate of death or appointment as executor, administrator or
guardian.

Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.

As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee will sell your units in the over-the-counter market if it
believes it can obtain a higher price. In that case, you will receive the net
proceeds of the sale.

If the Fund does not have cash available to pay you for the units you are
selling we will select securities to be sold. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than you paid for your unit and also reduce the size and diversity of the
Fund.

There could be a delay in paying you for your units:

  - if the New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
  - if the SEC determines that trading on the New York Stock Exchange is
    restricted or that an emergency exists making sale or evaluation of the
    securities not reasonably practicable; and
  - for any other period permitted by SEC order.

HOW THE FUND WORKS

PRICING

Units are charged an initial sales fee.

EVALUATIONS

The Trustee values the securities on each business day (i.e., any day other than
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
If the securities are listed on a national securities exchange or the Nasdaq
National
                                       6
<PAGE>
Market, evaluations are generally based on closing sales prices on that exchange
or that system or, if closing sales prices are not available, at the mean
between the closing bid and offer prices.

INCOME

- The annual income per unit, after deducting estimated annual Fund expenses per
  unit, will depend primarily upon the amount of dividends declared and paid by
  the issuers of the securities and changes in the expenses of the Fund and, to
  a lesser degree, upon the level of sales of securities. There is no assurance
  that dividends on the securities will continue at their current levels or be
  declared at all.
- Each unit receives an equal share of monthly distributions of dividend income
  net of estimated expenses. Because dividends on the securities are not
  received at a constant rate throughout the year, any distribution may be more
  or less than the amount then credited to the Income Account. The Trustee
  credits dividends received to an Income Account and other receipts to a
  Capital Account. The Trustee may establish a reserve account by withdrawing
  from these accounts amounts it considers appropriate to pay any material
  liability. These accounts do not bear interest.
- Subject to the reinvestment plan, your monthly income distribution will be
  substantially equal to 1/12 of your share of the estimated annual income, net
  of estimated expenses.

EXPENSES

The Trustee is paid a fee monthly. It also benefits when it holds cash for the
Fund in non-interest bearing accounts. The Trustee may also receive additional
amounts:

  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - Fund termination expenses and any governmental charges.

The Sponsors are currently reimbursed up to 70 CENTS per 1,000 units annually
for providing portfolio supervisory, bookkeeping and administrative services and
for any other expenses properly chargeable to the Fund. Legal, typesetting,
electronic filing and regulatory filing fees and expenses associated with
updating the Fund's registration statement yearly are now chargeable to the
Fund. While this fee may exceed the amount of these costs and expenses
attributable to this Fund, the total of these fees for all Series of Defined
Asset Funds will not exceed the aggregate amount attributable to all of these
Series for any calendar year. Certain of these expenses were previously paid for
by the Sponsors.

The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell securities if cash is not available.

                                       7
<PAGE>
PORTFOLIO CHANGES

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio.

We decide whether to offer units for sale that we acquire in the secondary
market after reviewing:

  - diversity of the Portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. Unless you choose to receive an
in-kind distribution of securities, we will sell any remaining securities, and
you will receive your final distribution in cash.

You will pay your share of the expenses associated with termination, including
brokerage costs in selling securities. This may reduce the amount you receive as
your final distribution.

CERTIFICATES

Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by deliverying satisfactory indemnity
and paying the associated costs.

TRUST INDENTURE

The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors and the Trustee, which sets forth their duties and
obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.

The Sponsors and the Trustee may amend the Indenture 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
    interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:

  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

Investors holding 51% of the units may remove the Trustee. The Trustee may
resign or be removed by the Sponsors without the consent of investors. The
resignation or

                                       8
<PAGE>
removal of the Trustee becomes effective when a successor accepts appointment.
The Sponsors will try to appoint a successor promptly; however, if no successor
has accepted within 30 days after notice of resignation, the resigning Trustee
may petition a court to appoint a successor.

Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:

  - remove it and appoint a replacement Sponsor;
  - liquidate the Fund; or
  - continue to act as Trustee without a Sponsor.

Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.

The Trust Indenture contains customary provisions limiting the liability of the
Trustee and the Sponsors.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsor, has given an opinion that the units are validly
issued.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.

SPONSORS:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048

Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Bank of New York,101 Barclay Street--17W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.

                                       9
<PAGE>
UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. Any cash made available
by you to the Sponsors before the settlement date for your units may be used in
the Sponsors' businesses to the extent permitted by federal law and may benefit
the Sponsors.

In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.

PUBLIC DISTRIBUTION

The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.

CODE OF ETHICS

The Portfolio and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Portfolio transactions. Subject to certain conditions,
the codes permit employees to invest in Portfolio securities for their own
accounts. The codes are designed to prevent fraud, deception and misconduct
against the Portfolio and to provide reasonable standards of conduct. These
codes are on file with the Commission and you may obtain a copy by contacting
the Commission at the address listed on the back cover of this prospectus.

TAXES

The following summarizes some of the important income tax consequences of
holding Units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

The Fund intends to qualify for special tax treatment as a regulated investment
company so that it will not be subject to federal income tax on the portion of
its taxable income that it distributes to investors in a timely manner.

DISTRIBUTIONS

Distributions to you of the Fund's dividend income and of the Fund's gains from
Securities it has held for one year or less will generally be taxed to you as
ordinary income, to the extent of the Fund's taxable income not attributable to
the Fund's net capital gain. Distributions to you in excess of the Fund's
taxable income will be treated as a return of capital and will reduce your basis
in your Units. To the extent such distributions exceed your basis, they will be
treated as gain from the sale of your Units.

Distributions to you that are treated as ordinary income will constitute
dividends for federal income tax purposes. Corporate investors may be eligible
for the 70% dividends-received deduction with respect to these distributions.
You should consult your tax adviser in this regard.

                                       10
<PAGE>
Distributions to you of the Fund's net capital gain will generally be taxable to
you as long-term capital gain, regardless of how long you have held your Units.

GAIN OR LOSS UPON DISPOSITION

You will generally recognize capital gain or loss when you dispose of your
Units. If you receive Securities upon redemption of your Units, you will
generally recognize capital gain or loss equal to the difference between your
basis in your Units and the fair market value of the Securities received in
redemption.

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain or loss that you recognize on a disposition of your Units will be
long-term if you have held your Units for more than one year and short-term
otherwise. Because the deductibility of capital losses is subject to
limitations, you may not be able to deduct all of your capital losses. You
should consult your tax adviser in this regard.

YOUR BASIS IN THE SECURITIES

Your aggregate basis in the Units will generally be equal to the cost of your
Units, including the initial sales charge. You should not increase your basis in
your Units by deferred sales charges or organizational expenses.

FOREIGN INVESTORS

If you are a foreign investor and you are not engaged in a U.S. trade or
business, you will generally be subject to withholding tax at a rate of 30% (or
a lower applicable treaty rate) on distributions. You should consult your tax
adviser about the possible application of federal, state and local, and foreign
taxes.

RETIREMENT PLANS

You may wish to purchase units for an Individual Retirement Account ('IRAs') or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from federal taxation. All distributions from these types
of plans are generally treated as ordinary income but may, in some cases, be
eligible for tax-deferred rollover treatment. You should consult your attorney
or tax adviser about the specific tax rules relating to these plans. These plans
are offered by brokerage firms, including the Sponsors of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.

SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
and general information about the structure and operation of the Fund. The
supplemental information is also available from the SEC.

                                       11
<PAGE>

 DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
 UTILITY COMMON STOCK SERIES - 14

 REPORT OF INDEPENDENT ACCOUNTANTS

 The Sponsors, Trustee and Holders
   of Defined Asset Funds - Equity Investor Fund,
   Utility Common Stock Series - 14:

 We have audited the accompanying statement of condition of Defined
 Asset Funds - Equity Investor Fund, Utility Common Stock Series - 14,
 including the portfolio, as of October 31, 2000 and the related
 statements of operations and of changes in net assets for the years
 ended October 31, 2000, 1999 and 1998. These financial statements
 are the responsibility of the Trustee. Our responsibility is to
 express an opinion on these financial statements based on our audits.

 We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America. Those standards require that we
 plan and perform the audit to obtain reasonable assurance about whether
 the financial statements are free of material misstatement.
 An audit includes examining, on a test basis, evidence supporting
 the amounts and disclosures in the financial statements. Securities
 owned at October 31, 2000, as shown in such portfolio, were
 confirmed to us by The Bank of New York, the Trustee. An audit also
 includes assessing the accounting principles used and significant
 estimates made by the Trustee, as well as evaluating the overall
 financial statement presentation. We believe that our audits provide
 a reasonable basis for our opinion.

 In our opinion, the financial statements referred to above present
 fairly, in all material respects, the financial position of Defined
 Asset Funds - Equity Investor Fund, Utility Common Stock Series - 14 at
 October 31, 2000 and the results of its operations and changes in its
 net assets for the above-stated years in conformity with accounting
 principles generally accepted in the United States of America.


 DELOITTE & TOUCHE LLP

 New York, N.Y.
 January 8, 2000


                                      D - 1
<PAGE>

 DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
 UTILITY COMMON STOCK SERIES - 14

 STATEMENT OF CONDITION
 AS OF OCTOBER 31, 2000

<TABLE>
<S>                                               <C>            <C>
TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $44,834,890)(Note 1)....................                $71,089,166
   Dividends receivable............................                    161,781
   Receivable from securities sold or redeemed.....                     47,524
   Prepaid Expenses................................                     58,744
                                                                  _____________

             Total trust property..................                 71,357,215


 LESS LIABILITIES:
   Redemptions payable.............................  $    69,293
   Advance from Trustee............................      867,253       936,546
                                                     ____________ _____________

 NET ASSETS, REPRESENTED BY:
    62,617,861 units of fractional undivided
     interest outstanding (Note 3).................   71,063,689
   Excess income distribution over net
     investment income.............................     (643,020)
                                                    ____________
                                                                   $70,420,669
                                                                 ==============

 UNIT VALUE ($70,420,669/62,617,861 units).........                   $1.12461
                                                                 ==============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

 DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
 UTILITY COMMON STOCK SERIES - 14

 STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                    ............Years Ended October 31,.......
                                                          2000          1999          1998
                                                    ___________________________________________
<S>                                           <C>               <C>         <C>
 INVESTMENT INCOME:
   Dividend income.................................   $ 3,865,689  $ 4,685,438  $ 5,509,793
   Trustee's fees and expenses.....................      (111,197)    (119,348)    (139,177)
   Sponsors' fees .................................       (50,994)     (44,127)     (42,854)
                                                    __________________________________________

   Net investment income...........................     3,703,498    4,521,963    5,327,762
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................       353,904    2,319,769    6,041,350
   Unrealized appreciation (depreciation)
     of investments................................    13,704,659  (15,842,640)  14,685,209
                                                    __________________________________________

   Net realized and unrealized gain (loss) on
     investments...................................    14,058,563  (13,522,871)  20,726,559
                                                    __________________________________________

 NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS.................................   $17,762,061 $ (9,000,908) $26,054,321
                                                    ==========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

 DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
 UTILITY COMMON STOCK SERIES - 14

 STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                       ............Years Ended October 31,.......
                                                             2000          1999          1998
                                                       __________________________________________
<S>                                                <C>            <C>            <C>
 OPERATIONS:
   Net investment income.............................. $  3,703,498   $  4,521,963  $  5,327,762
   Realized gain on securities sold
      or redeemed.....................................      353,904      2,319,769     6,041,350
   Unrealized appreciation (depreciation) of
      investments.....................................   13,704,659    (15,842,640)   14,685,209
                                                       __________________________________________

   Net increase (decrease) in net assets resulting
      from operations.................................   17,762,061     (9,000,908)   26,054,321
                                                       __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income.............................................   (3,602,953)    (4,652,894)   (5,360,586)
   Principal..........................................  (11,410,692)      (760,763)   (8,390,409)
                                                       __________________________________________

   Total distributions................................  (15,013,645)    (5,413,657)  (13,750,995)
                                                       __________________________________________

 CAPITAL SHARE TRANSACTIONS
 Creation of 1,227,847, 274,544 and 1,164,378 units...    1,135,328        350,000     1,539,924
 Redemptions of 14,339,750, 9,872,362 and
   13,995,745 units, respectively.....................  (13,991,754)   (11,062,900)  (16,904,560)
                                                       __________________________________________

 NET CAPITAL SHARE TRANSACTIONS.......................  (12,856,426)  (10,712,900)   (15,364,636)
                                                       __________________________________________

 NET DECREASE IN NET ASSETS...........................  (10,108,010)   (25,127,465)   (3,061,310)

 NET ASSETS AT BEGINNING OF YEAR......................   80,528,679    105,656,144   108,717,454
                                                       __________________________________________

 NET ASSETS AT END OF YEAR............................  $70,420,669   $ 80,528,679  $105,656,144
                                                       ==========================================

 PER UNIT:
   Income distributions during year................         $.05195       $.05735       $.05873
                                                       ==========================================
   Principal distributions during year.............         $.16950       $.09000       $.09274
                                                       ==========================================
   Net asset value at end of year..................        $1.12461      $1.06337      $1.23824
                                                       ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............      62,617,861    75,729,764    85,327,582
                                                       ==========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 4
<PAGE>

 DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
 UTILITY COMMON STOCK SERIES - 14

 NOTES TO FINANCIAL STATEMENTS

  1. SIGNIFICANT ACCOUNTING POLICIES

      The Fund is registered under the Investment Company Act of 1940 as a Unit
      Investment Trust. The following is a summary of significant accounting
      policies consistently followed by the fund in the preparation of its
      financial statements. The policies are in conformity with generally
      accepted accounting principles.

      (a)   Securities are stated at value at the last sales prices reported at
            the close of business on the New York Stock Exchange, Inc. Realized
            gains and losses on sales of securities are determined using average
            cost method.

      (b)   The Fund is not subject to income taxes. Accordingly, no provision
            for such taxes is required.

      (c)   Dividend income has been recorded on the ex-dividend dates.

  2. DISTRIBUTIONS

      A distribution of net investment income is made to Holders each month.
      Receipts other than dividends, after deductions for redemptions and
      applicable expenses, are also distributed periodically.

  3. REINVESTMENT PROGRAM

      Holders may reinvest in the Fund any monthly distributions and
      distributions of net realized capital gains by participating in the Fund's
      reinvestment program.

  4. NET CAPITAL

<TABLE>
<S>                                                                                    <C>
     Cost of 62,617,861 units at Date of Deposit........................................  $71,931,619
     Less sales charge..................................................................    3,243,180
                                                                                       _______________
     Net amount applicable to Holders...................................................   68,688,439
     Redemptions of units - net cost of 352,737,532 units redeemed less redemption
       amounts..........................................................................  (16,153,310)
     Realized gain on securities sold or redeemed.......................................   43,665,450
     Principal distributions............................................................  (51,391,166)
     Net unrealized appreciation of investments.........................................   26,254,276
                                                                                       _______________

     Net capital applicable to Holders..................................................  $71,063,689
                                                                                       ===============
</TABLE>

  5. INCOME TAXES

      As of October 31, 2000, net unrealized appreciation of investments, based
      on cost for Federal income tax purposes, aggregated $26,254,276, of which
      $26,593,770 related to appreciated securities and $339,494 related to
      depreciated securities. The cost of investment securities for Federal
      income tax purposes was $44,834,890, at October 31, 2000.


                                      D - 5
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 14

PORTFOLIO
AS OF OCTOBER 31, 2000

<TABLE>
<CAPTION>
                                   Number                Current
                                     of                  Annual or
                                   Shares                Indicated
Port-                                of     Percent      Dividend
folio                              Common   of Value     Per
No.   Description of Security      Stock    of Fund      Share(2)           Cost(1)       Value (1)
_____ ________________________     ______   _________    ____________      ________       _________
<S>                              <C>       <C>         <C>             <C>          <C>
 1    Allegheny Energy Inc.       185,150      10.662 %    $1.72        $ 4,044,555    $  7,579,578
 2    Alliant Energy Co.          128,900       5.496       2.00          4,246,775       3,907,281
 3    Ameren Corp.                 69,775       3.902       2.54          2,481,824       2,773,556
 4    Black Hills Corp.           425,850      18.720       1.08          8,025,849      13,307,813
 5    Cleco Corp.                 281,750      18.851       1.70          6,812,432      13,400,734
 6    CP & L Energy (3)            71,950       4.080       2.06          1,865,325       2,900,484
 7    DPL Inc.                     24,400       0.974       0.94            326,620         692,350
 8    Dominion Res. Inc.           27,750       2.325       2.58          1,082,402       1,652,859
 9    Duke Power                   22,250       2.705       2.20            820,443       1,923,234
10    FPL Group Inc.               51,475       4.779       2.16          1,729,586       3,397,350
11    Florida Progress Corp.       52,500       3.928       2.22          1,555,384       2,792,344
12    LG & E Energy               149,059       5.150       1.31          2,316,494       3,661,262
13    Southern Co.                    900       0.037       1.34             16,695          26,438
14    Teco Energy                 178,100       6.984       1.34          3,477,606       4,964,538
</TABLE>


                                      D - 6
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND,
UTILITY COMMON STOCK SERIES - 14

PORTFOLIO
AS OF OCTOBER 31, 2000

<TABLE>
<CAPTION>
                                   Number                Current
                                     of                  Annual or
                                   Shares                Indicated
Port-                                of     Percent      Dividend
folio                              Common   of Value     Per
No.   Description of Security      Stock    of Fund      Share(2)           Cost(1)       Value (1)
_____ ________________________     ______   _________    ____________      ________       _________
<S>   <C>                       <C>      <C>            <C>        <C>               <C>
15    Vectren Corp.(4)            164,911       5.364 %     0.97        $ 2,615,589     $ 3,813,567
16    XCEL Energy Inc.(5)         168,050       6.043       0.87          3,417,311       4,295,778

                                                                      ______________   _____________
Total                                                                   $44,834,890     $71,089,166
                                                                      ==============   =============
</TABLE>

(1) See Notes to Financial Statements.
(2) Based on the latest quarterly or semi-annual declaration.
(3) Name changed from Carolina Power & Light.
(4) Name created after merger of Sigcorp Inc. & Indiana Energy.
    Received 1.333 shares for each share of Sigcorp.
(5) Name changed from Northern States Powers.


                                      D - 7
<PAGE>
              Defined
            Asset Funds-Registered Trademark-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         EQUITY INVESTOR FUND
Request the most                         UTILITY COMMON STOCK SERIES--14
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Bank of New York                     investment company filed with the
1-800-221-7771                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-30637) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-3044).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     12955--1/01
</TABLE>
<PAGE>
                         SERIES OF DEFINED ASSET FUNDS
        DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

<TABLE>
<S>                                                           <C>
                                                                   SEC
  SERIES NUMBER                                                FILE NUMBER
------------------------------------------------------------  --------------------
  "MERIT" 1987 Series (The Merrill Equity Research
Investment Trust............................................        33-10989
  Concept Series Environmental Technology Trust.............        33-26511
  Investment Philosophy Series 1991 Selected Industrial
Portfolio...................................................        33-39158
  Equity Investor Fund, Select S&P Industrial
Portfolio--1998 Series H....................................        33-64577
</TABLE>

                       CONTENTS OF REGISTRATION STATEMENT

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

    The facing sheet of Form S-6.

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

    The Prospectus.

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

The following exhibits:

<TABLE>
<S>             <C>
 1.1            -- Form of Trust Indenture (incorporated by reference to Exhibit
                1.1 to the Registration Statement of Equity Income Fund, Select
                   S&P Industrial Portfolio 1997 Series A. 1933 Act File No.
                   33-05683.
 1.1.1          -- Form of Standard Terms and Conditions of Trust Effective
                October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
                   the Registration Statement of Municipal Investment Trust Fund,
                   Multistate Series--48, 1933 Act File No. 33-50247).
 1.11.1         -- Merrill Lynch Code of Ethics (incorporated by reference to
                Exhibit 1.11.1 to Post-Effective Amendment No. 2 to the
                   Registration Statement of Equity Participation Series, Low
                   Five Portfolio, Defined Asset Funds, 1933 Act File No.
                   333-05685).
 1.11.2         -- Equity Investor Fund Code of Ethics (incorporated by reference
                to Exhibit 1.11.2 to Post-Effective Amendment No. 2 to the
                   Registration Statement of Equity Participation Series, Low
                   Five Portfolio, Defined Asset Funds, 1933 Act File No.
                   333-05685).
 1.2            -- Form of Master Agreement Among Underwriters (incorporated by
                reference to Exhibit 1.2 to the Registration Statement of The
                   Corporate Income Fund, One Hundred Ninety-Fourth Monthly
                   Payment Series, 1933 Act File No. 2-90925).
 3.1            -- Opinion of counsel as to the legality of the securities being
                issued including their consent to the use of their names under
                   the heading "How The Fund Works--Legal Opinion" in the
                   Prospectus.
 5.1            -- Consent of independent accountants.
 9.1            -- Information Supplement (incorporated by reference to Exhibit
                9.1 to the Registration Statement of Equity Investor Fund,
                   Exchange Series AT&T Shares-2, 1933 Act File No. 2-87566).
</TABLE>

                                      R-1
<PAGE>
                             DEFINED ASSET FUNDS--
                              EQUITY INVESTOR FUND
                        UTILITY COMMON STOCK SERIES--14

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS, EQUITY INVESTOR FUND, UTILITY COMMON STOCK SERIES--14,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 17TH DAY OF
JANUARY, 2001.

               SIGNATURES APPEAR ON PAGES R-3, R-4, R-5 AND R-6.

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

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

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

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

                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR

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

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

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

                                      R-3
<PAGE>
                           SALOMON SMITH BARNEY INC.
                                   DEPOSITOR

<TABLE>
<S>                                                           <C>
By the following persons, who constitute a majority of        Powers of Attorney
  the Board of Directors of Salomon Smith Barney Inc.:          have been filed
                                                                under the 1933 Act
                                                                File Numbers:
                                                                33-49753,
                                                                33-55073,
                                                                333-10441 and
                                                                333-63417
</TABLE>

     JAMES DIMON
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                                                     <C>
By the following persons, who constitute a majority of                  Powers of Attorney
  the Board of Directors of Prudential Securities                         have been filed
  Incorporated:                                                           under Form SE and
                                                                          the following 1933
                                                                          Act File Numbers:
                                                                          33-41631 and
                                                                          333-15919
</TABLE>

     ROBERT C. GOLDEN
     ALAN D. HOGAN
     A. LAURENCE NORTON, JR.
     LELAND B. PATON
     VINCENT T. PICA II
     MARTIN PFINSGRAFF
     HARDWICK SIMMONS
     LEE B. SPENCER, JR.
     BRIAN M. STORMS

     By RICHARD R. HOFFMANN
       (As authorized signatory for Prudential Securities
       Incorporated and Attorney-in-fact for the persons
       listed above)

                                      R-5
<PAGE>
                           DEAN WITTER REYNOLDS INC.
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039, 333-47553, 333-89009 and
                                            333-39302.
</TABLE>

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

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

                                      R-6



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