DEFINED ASSET FDS GOVT SEC INC FD MON PYMT U S TREAS SER 5
485BPOS, 2001-01-10
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2001

                                                       REGISTRATION NO. 33-19689
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

                        POST-EFFECTIVE AMENDMENT NO. 12
                                       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
                       GOVERNMENT SECURITIES INCOME FUND
                    MONTHLY PAYMENT U.S. TREASURY SERIES--5
                           (A UNIT INVESTMENT TRUST)

B. NAMES OF DEPOSITORS:

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                           SALOMON SMITH BARNEY INC.
                       PRUDENTIAL SECURITIES INCORPORATED
                            PAINEWEBBER INCORPORATED

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                               PAINEWEBBER INCORPORATED
      INCORPORATED                                       1285 AVENUE OF THE
   ONE NEW YORK PLAZA                                         AMERICAS
   NEW YORK, NY 10292                                    NEW YORK, NY 10019
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<TABLE>
<S>                        <C>                        <C>
  TERESA KONCICK, ESQ.                                    MICHAEL KOCHMANN
      P.O. BOX 9051                                       388 GREENWICH ST.
PRINCETON, NJ 08543-9051                                 NEW YORK, NY 10013
   LEE B. SPENCER, JR.            COPIES TO:              ROBERT E. HOLLEY
   ONE NEW YORK PLAZA        NORA M. JORDAN, ESQ.         1200 HARBOR BLVD.
   NEW YORK, NY 10292        450 LEXINGTON AVENUE        WEEHAWKEN, NJ 07087
                              NEW YORK, NY 10017
</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 March, 2001.

Check box if it is proposed that this Registration Statement shall become
effective on January 19, 2001 pursuant to paragraph (b) of Rule 485.  /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

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

                           GOVERNMENT SECURITIES INCOME FUND
                           MONTHLY PAYMENT U.S. TREASURY
                           SERIES--5
                           A UNIT INVESTMENT TRUST

                           -  PORTFOLIO OF U.S. TREASURY NOTES
                           -  MONTHLY INCOME DISTRIBUTIONS
                           -  U.S. TAX EXEMPT FOR MANY FOREIGN HOLDERS

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.
PAINEWEBBER INCORPORATED   Prospectus dated January 19, 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 and 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, tolerance for risk 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 IN THIS PROSPECTUS IS AS OF THE EVALUATION DATE,
OCTOBER 31, 2001.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
Risk/Return Summary...............................    3
What You Can Expect From Your Investment..........    5
  Monthly Income..................................    5
  Return Figures..................................    5
  Records and Reports.............................    5
The Risks You Face................................    6
  Interest Rate Risk..............................    6
  Reduced Diversification Risk....................    6
  Litigation Risk.................................    6
Selling or Exchanging Units.......................    6
  Sponsors' Secondary Market......................    6
  Selling Units to the Trustee....................    6
  Exchange Option.................................    7
How The Fund Works................................    7
  Pricing.........................................    7
  Evaluations.....................................    7
  Income..........................................    8
  Expenses........................................    8
  Portfolio Changes...............................    8
  Fund Termination................................    9
  Certificates....................................    9
  Trust Indenture.................................    9
  Legal Opinion...................................   10
  Auditors........................................   10
  Sponsors........................................   10
  Trustee.........................................   10
  Underwriters' and Sponsors' Profits.............   11
  Public Distribution.............................   11
  Code of Ethics..................................   11
Taxes.............................................   11
Supplemental Information..........................   13
Financial Statements..............................  D-1
</TABLE>

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

RISK/RETURN SUMMARY

 1. WHAT IS THE FUND'S OBJECTIVE?
   The Fund seeks current interest income, safety of capital and flexibility by
   investing for approximately 16 years in a fixed, portfolio of U.S. Treasury
   notes maturing each year 2015-2017.

 2. WHAT ARE U.S. TREASURY NOTES?
   These are directly issued by the U.S. Treasury and are similar to corporate
   bonds in that they pay interest semi-annually. They are issued to fund
   various government activities. In return, they pay a fixed rate of interest
   and principal at maturity.

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 5 long-term U.S. Treasury notes with a
   current aggregate face amount of $24,540,000. The Fund is a unit investment
   trust which means that, unlike a mutual fund, the Fund's portfolio is not
   managed.

 - You will periodically receive your share of the principal received as each
   Treasury note matures.

 - The securities BUT NOT THE FUND OR THE UNITS are backed by the full faith and
   credit of the United States.

 - 100% of the Portfolio consists of United States government Treasury notes.

 4. WHAT ARE THE SIGNIFICANT RISKS?
   YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
   REASONS, INCLUDING:

 - Rising interest rates can reduce the price of your units.

 - Assuming no changes in interest rates, when you sell your units, they will
   generally be worth less than your cost because your cost included a sales
   fee.

 - The Fund will receive early returns of principal if securities are sold
   before they mature. If this happens your income will decline and you may not
   be able to reinvest the money you receive at as high a yield or as long a
   maturity.

 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want current monthly income exempt from state and local personal
   income taxes in all states. You will benefit from a professionally selected
   and supervised portfolio of U.S. government backed securities.

   The Fund is NOT appropriate for you if you want a speculative investment that
   changes to take advantage of market movements.

                               DEFINING YOUR INCOME

<TABLE>
<S>                                                 <C>
WHAT YOU MAY EXPECT (Payable on the 25th day each
month):
Regular Monthly Income per 1,000 units:             $6.96
Annual Income per 1,000 units:                      $83.58
RECORD DAY: 10th day of each month
THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE; ACTUAL
PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new purchases (as a
percentage of $1,000 invested)                      2.75%
</TABLE>

   Employees of some of the Sponsors and their affiliates may be charged a
   reduced sales fee of no less than $5.00 per 1,000 Units.

   The maximum sales fee is reduced if you invest at least $        , as
   follows:

<TABLE>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<S>                                                 <C>
Less than $250,000                                        2.75%
$250,000 - $499,999                                       2.25%
$500,000 - $749,999                                       1.50%
$750,000 - $999,999                                       1.25%
$1,000,000 and over                                       1.00%

Maximum Exchange Fee                                      1.00%
</TABLE>

                                       3
<PAGE>
   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                      AMOUNT
                                                        PER
                                                    1,000 UNITS
                                                    -----------
<S>                                                 <C>
Trustee's Fee                                          $0.70
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees  (including updating
 expenses)                                             $0.55
Evaluator's Fee                                        $0.13
Other Operating Expenses                               $0.29
                                                       -----
TOTAL                                                  $1.67
</TABLE>

   The Sponsors historically paid updating expenses.

 7. IS THE FUND MANAGED?
   Unlike a mutual fund, the Fund is not managed and securities are not sold
   because of market changes. Rather, experienced Defined Asset Funds financial
   analysts regularly review the securities in the Fund. The Fund may sell a
   security if certain adverse credit or other conditions exist.

 8. HOW DO I BUY UNITS?
   The minimum investment is $250.

   You can buy units from any of the Sponsors and other broker-dealers. The
   Sponsors are listed later in this prospectus. Some banks may offer units for
   sale through special arrangements with the Sponsors, although certain legal
   restrictions may apply.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER 1,000 UNITS                          $1,288.16
(as of October 31, 2001)
</TABLE>

   Unit price is based on the net asset value of the Fund plus the up-front
   sales fee. An amount equal to any principal cash, as well as net accrued but
   undistributed interest on the unit, is added to the unit price. An
   independent evaluator prices the bonds at 3:30 p.m. Eastern time every
   business day. Unit price changes every day with changes in the prices of the
   bonds in the Fund.

 9. HOW DO I SELL UNITS?
   You may sell your units at any time to any Sponsor or the Trustee for the net
   asset value determined at the close of business on the date of sale. You will
   not pay any other fee when you sell your units.

10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
   The Fund pays income monthly. Interest on the bonds in this Fund is subject
   to federal income taxes for U.S. investors, but exempt from state and local
   personal income taxes. If you are a non-U.S. investor, your interest may be
   exempt from U.S. federal income taxes, including withholding taxes.

   You will also receive principal payments when the securities mature or if
   they are sold, when the cash available is more than $5.00 per 1,000 units.
   You will be subject to tax on any gain realized by the Fund on the
   disposition of securities.

11. WHAT OTHER SERVICES ARE AVAILABLE?

   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 exchanges.

   REINVESTMENT
   You will receive your monthly income in cash unless you choose to compound
   your income by reinvesting into additional units of the Fund at a reduced
   sales fee. Contact your broker, dealer or financial institution.

   CHECKWRITING
   You may request checkwriting privileges from the Trustee. Checks must be
   written for at least $500, and you may not receive certificates for your
   units.

                                       4
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:

  - elimination of one or more securities from the Fund's portfolio because of
    redemptions or sales; or
  - a change in the Fund's expenses;

Changes in interest rates generally will not affect your monthly income because
the portfolio is fixed.

Along with your monthly income, you will receive your share of any available
principal.

RETURN FIGURES

We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.

ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the securities in the Fund less estimated annual Fund expenses, divided by the
Unit Price (including the maximum sales fee):

<TABLE>
<S>               <C><C>
Estimated Annual  -     Estimated
Interest Income      Annual Expenses
------------------------------------
             Unit Price
</TABLE>

ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the securities in the
Fund. It is an average of the yields to maturity of the individual securities in
the portfolio, adjusted to reflect the Fund's maximum sales fee and estimated
expenses. We calculate the average yield for the portfolio by weighting each
security's yield by its market value and the time remaining to the maturity
date.

Yields on individual securities depend on many factors including general
conditions of the bond markets, the size of a particular offering and the
maturity and quality rating of the particular issues. Yields can vary among
bonds with similar maturities, coupons and ratings.

These return quotations are designed to be comparative rather than predictive.

RECORDS AND REPORTS

You will receive:

- a monthly statement of income payments and any principal payments;
- a notice from the Trustee when new securities are deposited in exchange or
  substitution for securities originally deposited;
- an annual report on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
  AMOUNT OF INTEREST RECEIVED DURING THE YEAR.

You may request:

- copies of evaluations to enable you to comply with federal and state tax
  reporting requirements; and
- audited financial statements of the Fund.

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

                                       5
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, securities with longer maturities
will change in value more than securities with shorter maturities. Of course, we
cannot predict how interest rates may change.

REDUCED DIVERSIFICATION RISK

If many investors sell their units, the Fund will have to sell securities. This
could reduce the diversification of your investment and increase your share of
Fund expenses.

LITIGATION RISK

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

SELLING OR EXCHANGING UNITS

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

  - ADDING the value of the securities, net accrued interest, cash and any other
    Fund assets;
  - SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
    cash held to buy back units or 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
without any other fee or charge. We may resell the units to other buyers or to
the Trustee. You should consult your financial professional for current market
prices to determine if other broker-dealers or banks are offering higher prices.

We have maintained a secondary market continuously for over 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 sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). 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 may sell your units in the over-the-counter market

                                       6
<PAGE>
for a higher price, but it is not obligated to do so. In that case, you will
receive the net proceeds of the sale.

If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select securities to be sold. Securities will be
selected based on market and credit factors. These sales could be made at times
when the securities would not otherwise be sold and may result in your receiving
less than the unit par value 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
    bonds not reasonably practicable; and
  - for any other period permitted by SEC order.

EXCHANGE OPTION

You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.00%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
In addition, you may exchange into this Fund from certain other Defined Asset
Funds and unit trusts. To exchange units, you should talk to your financial
professional about what funds are exchangeable, suitable and currently
available.

Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.

We may amend or terminate this exchange option at any time without notice.

HOW THE FUND WORKS

PRICING

The price of a unit includes interest accrued on the securities, less expenses,
from the most recent Record Day up to, but not including, the settlement date,
which is usually three business days after the purchase date of the unit.

A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.

EVALUATIONS

An independent Evaluator values the securities on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas;
and the following federal holidays: Columbus Day and Veterans Day). Values are
based on current bid or offer prices for the securities or comparable bonds. In
the past, the difference between bid and offer prices of

                                       7
<PAGE>
U.S. Treasury securities of the type in this Fund has been about 0.10%.

INCOME

The Trustee credits interest 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.

EXPENSES

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

  - to reimburse the Trustee for the Fund's operating expenses;
  - 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 55 CENTS per $1,000 face amount
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 Portfolio's registration statement yearly are also
now chargeable to the Portfolio. 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. The Fund also pays the Evaluator's
fees.

The Trustee's, Sponsors' and Evaluator's 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 bonds if cash is not available.

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a security.

Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
securities in the portfolio even if their credit quality declines or other
adverse financial circumstances occur. However, we may sell a security in
certain cases if we believe that certain adverse credit or certain other
conditions exist.

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 may affect the
composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of securities that they did originally.

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:

  - diversity of the portfolio;

                                       8
<PAGE>
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

The Fund will terminate following the stated maturity or sale of the last
security in the portfolio. The Fund may also terminate earlier with the consent
of investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of securities deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.

When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining securities, and you will receive your final
distribution. Any security that cannot be sold at a reasonable price may
continue to be held by the Trustee in a liquidating trust pending its final
sale.

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 delivering 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, the Trustee and the Evaluator, 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

                                       9
<PAGE>
  - 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 Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either 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 or Evaluator 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, the Sponsors and the Evaluator.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, 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

The Sponsors are:
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
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

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

                                       10
<PAGE>
Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial deposit of the securities. Any cash
made available by you to the Sponsors before the settlement date for those 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 Fund 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 Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
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 summary describes 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.

The Sponsors believe that individual investors will not be subject to any state
or local personal income taxes on interest received by the Fund. However, you
may be subject to alternative minimum tax, state and local taxes on capital
gains (or "market discount"), and possibly other state and local taxes on your
units. Also, you probably will not be entitled to a deduction for state and
local tax purposes for your share of fees and expenses paid by the Fund, for any
amortized "bond premium" or for any interest on money borrowed to purchase your
units. You should consult your tax adviser in this regard.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each security in the Fund.
You will be considered to receive interest when that interest is received by the
Fund, regardless of whether the interest is reinvested or a

                                       11
<PAGE>
portion is used to pay Fund expenses. You will recognize original issue discount
(if any) as it accrues on the underlying securities.

GAIN OR LOSS UPON DISPOSITION

When all or part of your share of a security is disposed of (for example, when
the Fund sells, exchanges or redeems a security or when you sell or exchange
your units), you will generally recognize capital gain or loss. Your gain,
however, will generally be ordinary income to the extent of any accrued "market
discount". Generally you will have market discount to the extent that your basis
in a security when you purchase a unit is less than its stated redemption price
at maturity (or, if it is an original issue discount security, the issue price
increased by original issue discount that has accrued on the security before
your purchase). You should consult your tax adviser in this regard.

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 from the Fund will be long-term if you are considered to have held
your investment on each security 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 securities will be equal to the cost of your units,
including any sales charges you pay, adjusted to reflect any accruals of
"original issue discount," "acquisition premium" and "bond premium". You should
consult your tax adviser in this regard.

EXPENSES

If you are an individual who itemizes deductions, you may deduct your share of
Fund expenses, but only to the extent that such amount, together with your other
miscellaneous deductions, exceeds 2% of your adjusted gross income. Your ability
to deduct Fund expenses will be limited further if your adjusted gross income
exceeds a specified amount, currently $128,950 ($64,475 for a married person
filing separately).

FOREIGN INVESTORS

If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will not be subject to U.S. federal income tax,
including withholding tax, on the interest or gain on a debt security issued
after July 18, 1984 if you meet certain requirements, including the
certification of foreign status and other matters. 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 (IRA) or
other retirement plan. Generally, capital gains and income received in each of
these plans are exempt from such 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,

                                       12
<PAGE>
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
about the securities that may be in the Fund's portfolio and general information
about the structure and operation of the Fund. The supplemental information is
also available from the SEC.

                                       13
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5


REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
  of Defined Asset Funds - Government Securities Income Fund,
  Monthly Payment U.S. Treasury Series - 5:


We have audited the accompanying statement of condition of Defined
Asset Funds - Government Securities Income Fund, Monthly Payment U.S.
Treasury Series - 5, 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 - Government Securities Income Fund, Monthly Payment U.S.
Treasury Series - 5 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 2, 2001


                                      D - 1
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5

STATEMENT OF CONDITION
AS OF OCTOBER 31, 2000

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $26,494,224)(Note 1).....................                 $30,742,176
  Accrued interest receivable......................                     851,163
                                                                   _____________

              Total trust property.................                  31,593,339

LESS LIABILITIES:
  Advance from Trustee.............................  $   283,373
  Accrued expenses.................................       19,145        302,518
                                                    _____________  _____________

NET ASSETS, REPRESENTED BY:
  24,540,000 units of fractional undivided
    interest outstanding (Note 3)..................   30,742,179
  Undistributed net investment income..............      548,642
                                                    _____________
                                                                    $31,290,821
                                                                   =============
UNIT VALUE ($31,290,821/24,540,000 units)..........                    $1.27509
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             .......Years Ended October 31,..........
                                                 2000         1999         1998
                                             _________________________________________
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................  $2,200,370   $2,441,919   $2,708,407
  Trustee's fees and expenses...............     (28,280)     (27,497)     (31,226)
  Sponsors' fees............................     (15,705)     (15,738)     (11,437)
                                             _________________________________________
  Net investment income.....................   2,156,385    2,398,684    2,665,744
                                             _________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    or redeemed.............................     594,114      715,258    1,031,816
  Unrealized appreciation (depreciation)
    of investments..........................     618,661   (5,377,827)   2,415,713
                                             _________________________________________

  Net realized and unrealized gain (loss)
    on investments..........................   1,212,775   (4,662,569)   3,447,529
                                             _________________________________________

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................  $3,369,160  $(2,263,885)  $6,113,273
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               .......Years Ended October 31,..........
                                                   2000         1999         1998
                                               _________________________________________
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $ 2,156,385   $ 2,398,684   $ 2,665,744
  Realized gain on securities sold
    or redeemed...............................      594,114       715,258     1,031,816
  Unrealized appreciation (depreciation)
    of investments............................      618,661    (5,377,827)    2,415,713
                                               _________________________________________
  Net increase (decrease) in net assets
    resulting from operations.................    3,369,160    (2,263,885)    6,113,273

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......   (2,162,157)   (2,408,937)   (2,663,196)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  2,850,000, 2,650,000 and 3,400,000 units,
  respectively................................   (3,500,236)   (3,424,408)   (4,477,930)
                                               _________________________________________
NET DECREASE IN NET ASSETS....................   (2,293,233)   (8,097,230)   (1,027,853)

NET ASSETS AT BEGINNING OF YEAR...............   33,584,054    41,681,284    42,709,137
                                               _________________________________________
NET ASSETS AT END OF YEAR.....................  $31,290,821   $33,584,054   $41,681,284
                                               =========================================
PER UNIT:
  Income distributions during year............     $0.08362      $0.08375      $0.08378
                                               =========================================
  Net asset value at end of year..............     $1.27509      $1.22614      $1.38753
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........   24,540,000    27,390,000    30,040,000
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 4
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5


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 accounting principles generally accepted in the
      United States of America.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities.

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

      (c) Interest income was recorded as earned.

  2.  DISTRIBUTIONS

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

  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 24,540,000 units at Date of Deposit.........   $27,034,926
      Less sales charge...................................       540,699
                                                           ______________
      Net amount applicable to Holders....................    26,494,227
      Redemptions of units - net cost of 32,210,000 units
        redeemed less redemption amounts..................    (6,384,349)
      Realized gain on securities sold or redeemed........     6,384,349
      Unrealized appreciation of investments..............     4,247,952
                                                           ______________

      Net capital applicable to Holders...................   $30,742,179
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of October 31, 2000, unrealized appreciation of investments, based
      on cost for Federal income tax purposes, aggregated $4,247,952, all of
      which related to appreciated securities. The cost of investment
      securities for Federal income tax purposes was $26,494,224 at
      October 31, 2000.


                                      D - 5
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5

PORTFOLIO
AS OF OCTOBER 31, 2000

<TABLE>
<CAPTION>
    Portfolio No. and Title of               Face
            Securities                      Amount       Coupon     Maturities(2)            Cost         Value(1)
            __________                      ______       ______     _____________            ____         ________
 <S>                                  <C>              <C>              <C>          <C>               <C>
 1 United States Treasury Bonds        $ 4,908,000        9.250%         2016         $ 5,680,829       $6,488,401

 2 United States Treasury Bonds          4,908,000        7.250          2016           4,625,721        5,522,889

 3 United States Treasury Bonds          4,908,000        8.750          2017           5,423,943        6,305,798

 4 United States Treasury Bonds          4,908,000        7.500          2016           4,751,579        5,652,917

 5 United States Treasury Bonds          4,908,000        9.875          2015           6,012,152        6,772,171

                                      ______________                                 ______________  ______________
                                       $24,540,000                                    $26,494,224      $30,742,176
                                      ==============                                 ==============  ==============
</TABLE>

                             See Notes to Portfolio.


                                      D - 6
<PAGE>

DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
MONTHLY PAYMENT U.S. TREASURY SERIES - 5


NOTES TO PORTFOLIO
AS OF OCTOBER 31, 2000

   (1) See Notes to Financial Statements.

   (2) Optional redemption provisions, which may be exercised in whole
       or in part, are initially at prices of par plus a premium, then
       subsequently at prices declining to par. Certain securities may
       provide for redemption at par prior or in addition to any
       optional or mandatory redemption dates or maturity, for
       example, through the operation of a maintenance and replacement
       fund, if proceeds are not able to be used as contemplated, the
       project is condemned or sold or the project is destroyed and
       insurance proceeds are used to redeem the securities. Many of
       the securities are also subject to mandatory sinking fund
       redemption commencing on dates which may be prior to the date
       on which securities may be optionally redeemed. Sinking fund
       redemptions are at par and redeem only part of the issue. Some
       of the securities have mandatory sinking funds which contain
       optional provisions permitting the issuer to increase the
       principal amount of securities called on a mandatory redemption
       date. The sinking fund redemptions with optional provisions
       may, and optional refunding redemptions generally will, occur
       at times when the redeemed securities have an offering side
       evaluation which represents a premium over par. To the extent
       that the securities were acquired at a price higher than the
       redemption price, this will represent a loss of capital when
       compared with the Public Offering Price of the Units when
       acquired. Distributions will generally be reduced by the amount
       of the income which would otherwise have been paid with respect
       to redeemed securities and there will be distributed to Holders
       any principal amount and premium received on such redemption
       after satisfying any redemption requests for Units received by
       the Fund. The estimated current return may be affected by
       redemptions.


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

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         GOVERNMENT SECURITIES INCOME FUND
Request the most recent free             MONTHLY PAYMENT U.S TREASURY SERIES--5
Information Supplement                   (A Unit Investment Trust)
that gives more details about            ---------------------------------------
the Fund, by calling:                    This Prospectus does not contain
The Bank of New York                     complete information about the
1-800-221-7771                           investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-19689) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-2810).
                                         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.
                                                                     12959--1/01
</TABLE>
<PAGE>
                              DEFINED ASSET FUNDS
                       GOVERNMENT SECURITIES INCOME FUND
                       CONTENTS OF REGISTRATION STATEMENT

    This Post-Effective Amendment to 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 on Form S-6 of Defined Asset Funds Municipal
Insured Series, 1933 Act File No. 33-54565).

    The Prospectus.

    The Signatures.

The following exhibits:

    1.1.1 -- Form of Standard Terms and Conditions of Trust Effective as of
            October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
            Registration Statement of Municipal Investment Trust Fund,
            Multi-state 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 the Post Effective Amendment No. 10 to the Regisration
            Statement of Government Securities Income Fund, U.S. Treasury
            Series--7, 1933 Act File No. 33-28452).

    1.11.2-- Government Securities Income Fund Code of Ethics (incorporated by
            reference to Exhibit 1.11.2 to the Post Effective Amendment No. 10
            to the Registration Statement of Government Securities income Fund,
            U.S. Treasury Series--7, 1933 Act No. 33-28452).

    4.1  --Consent of the Evaluator.

    5.1  --Consent of independent accountants.

    9.1  -- Information Supplement (incorporated by reference to Exhibit 9.1 to
           the Registration Statement of Government Securities Income Fund,
           Freddie Mac Series 12, 1933 Act File No. 33-56849.

                                      R-1
<PAGE>
                              DEFINED ASSET FUNDS
                       GOVERNMENT SECURITIES INCOME FUND
                    MONTHLY PAYMENT U.S. TREASURY SERIES--5

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS, GOVERNMENT SECURITIES INCOME FUND, MONTHLY PAYMENT U.S.
TREASURY SERIES--5, (A UNIT INVESTMENT TRUST), HAS DULY CAUSED THIS 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
10TH 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 Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

                                      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:
                                                                333-63417 and
                                                                333-63033
</TABLE>

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<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>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  the Board of Directors of PaineWebber     under
  Incorporated:                             the following 1933 Act File
                                            Number: 33-55073
</TABLE>

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

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

                                      R-6


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