INSURED MUNICIPAL SEC TR 39TH DISCOUNT SERIES & SERIES 12, 485BPOS, 1994-10-26

INSURED MUNICIPAL SEC TR 39TH DISCOUNT SERIES & SERIES 12
485BPOS, 1994-10-26

Previous: BECKMAN INSTRUMENTS INC, 10-Q, 1994-10-26

Next: AIM INVESTMENT SECURITIES FUNDS INC, NSAR-B/A, 1994-10-26

As filed with the Securities and Exchange Commission on October 26, 1994
Registration No. 33-24743 *

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________

POST-EFFECTIVE AMENDMENT NO. 6
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:

INSURED MUNICIPAL SECURITIES TRUST,
39TH DISCOUNT SERIES & SERIES 12,
40TH DISCOUNT SERIES & SERIES 13 AND
41ST DISCOUNT SERIES & SERIES 14

B. Name of depositor:

BEAR, STEARNS & CO. INC.

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

245 Park Avenue
New York, New York 10167

D. Name and complete address of agent for service:

PETER J. DeMARCO Copy of comments to:
Managing Director MICHAEL R. ROSELLA, ESQ.
Bear, Stearns & Co. Inc. Battle Fowler
245 Park Avenue 75 East 55th Street
New York, NY 10167 New York, NY 10022
(212) 856-6858

It is proposed that this filing become effective (check appropriate
box)

/ / immediately upon filing pursuant to paragraph (b) of Rule 485.
/x/ on (October 28, 1994) pursuant to paragraph (b) of Rule 485.
/ / 60 days after filing pursuant to paragraph (a) of Rule 485.
/ / on ( date ) pursuant to paragraph (a) of Rule 485.

* The Prospectus included in this Registration constitutes a combined
Prospectus as permitted by the Provisions of Rule 429 of the General
Rules and Regulations under the Securities Act of 1933. Said
Prospectus covers units of undivided interest in Insured Municipal
Securities Trust, 39th Discount Series & Series 12, 40th Discount
Series & Series 13 and 41st Discount Series & Series 14 covered by
prospectuses heretofore filed as part of separate registration
statements on Form S-6 (Registration Nos. 33-24743, 33-25192 and
33-25978, respectively) under the Securities Act. This filing
constitutes Post-Effective Amendment No. 6 for 39th Discount Series
& Series 12, 40th Discount Series & Series 13 and 41st Discount
Series & Series 14.

Each of the Registrants has registered an indefinite number of
securities under the Securities Act of 1933 pursuant to Section
24(f) under the Investment Company Act of 1940, as amended, and Rule
24f-2 thereunder, and each of the Registrants filed a Rule 24f-4
Notice for its fiscal year ended June 30, 1994 on August 26, 1994.

<PAGE>

INSURED MUNICIPAL SECURITIES TRUST
39TH DISCOUNT SERIES AND SERIES 12, 40TH DISCOUNT SERIES AND
SERIES 13, 41ST DISCOUNT SERIES AND SERIES 14

CROSS-REFERENCE SHEET

Pursuant to Rule 404 of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. Organization and General Information

1. (a) Name of trust................... Front Cover of Prospectus
(b) Title of securities issued...... "
2. Name and address of each depositor.. The Sponsor
3. Name and address of trustee......... The Trustee
4. Name and address of principal
underwriters...................... The Sponsor
5. State of organization of trust...... Organization
6. Execution and termination of
trust agreement................... Trust Agreement, Amendment and
Termination
7. Changes of name..................... Not Applicable
8. Fiscal year......................... "
9. Litigation.......................... None

II. General Description of the Trust and Securities of the Trust

10. (a) Registered or bearer
securities...................... Certificates
(b) Cumulative or distributive
securities...................... Interest and Principal
Distributions
(c) Redemption...................... Trustee Redemption
(d) Conversion, transfer, etc....... Certificates, Sponsor
Repurchase,
Trustee Redemption, Exchange
Privilege and Conversion Offer
(e) Periodic payment plan........... Not Applicable
(f) Voting rights................... Trust Agreement, Amendment and
Termination
(g) Notice to certificateholders.... Records, Portfolio, Trust
Agreement,
Amendment and Termination, The
Sponsor, The Trustee
(h) Consents required............... Trust Agreement, Amendment and
Termination
(i) Other provisions................ Tax Status
11. Type of securities
comprising units.................. Objectives, Portfolio,
Description
of Portfolio
12. Certain information regarding
periodic payment certificates..... Not Applicable
13. (a) Load, fees, expenses, etc....... Summary of Essential
Information,
Offering Price, Volume and
Other
Discounts, Sponsor's and
Underwriters' Profits, Total
Reinvestment Plan, Trust
Expenses
and Charges
(b) Certain information regarding
periodic payment certificates... Not Applicable
(c) Certain percentages............. Summary of Essential
Information,
Offering Price, Total
Reinvestment
Plan
(d) Price differences............... Volume and Other Discounts
(e) Other loads, fees, expenses..... Certificates
(f) Certain profits receivable
by depositors, principal
underwriters, trustee or
affiliated persons.............. Sponsor's and Underwriters'
Profits
(g) Ratio of annual charges
to income....................... Not Applicable
14. Issuance of trust's securities...... Organization, Certificates
15. Receipt and handling of payments
from purchasers................... Organization
16. Acquisition and disposition of
underlying securities............. Organization, Objectives,
Portfolio,
Portfolio Supervision
17. Withdrawal or redemption............ Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor
Repurchase, Trustee Redemption
18. (a) Receipt, custody and
disposition of income........... Distribution Elections, Interest
and
Principal Distributions,
Records,
Total Reinvestment Plan
(b) Reinvestment of distributions... Total Reinvestment Plan
(c) Reserves or special funds....... Interest and Principal
Distributions
(d) Schedule of distributions....... Not Applicable
19. Records, accounts and reports....... Records, Total Reinvestment Plan
20. Certain miscellaneous provisions
of trust agreement................ Trust Agreement, Amendment and
Termination
(a) Amendment....................... "
(b) Termination..................... "
(c) and (d) Trustee, removal and
successor....................... The Trustee
(e) and (f) Depositor, removal
and successor................... The Sponsor
21. Loans to security holders........... Not Applicable
22. Limitations on liability............ The Sponsor, The Trustee,
The Evaluator
23. Bonding arrangements................ Part II--Item A
24. Other material provisions
of trust agreement................ Not Applicable

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor........... The Sponsor
26. Fees received by depositor.......... Not Applicable
27. Business of depositor............... The Sponsor
28. Certain information as to
officials and affiliated
persons of depositor.............. Part II--Item C
29. Voting securities of depositor...... Not Applicable
30. Persons controlling depositor....... "
31. Payments by depositor for certain
services rendered to trust........ "
32. Payment by depositor for certain
other services rendered to trust.. "
33. Remuneration of employees of
depositor for certain services
rendered to trust................... "
34. Remuneration of other persons for
certain services rendered to trust.. "

IV. Distribution and Redemption of Securities

35. Distribution of trust's
securities by states.............. Distribution of Units
36. Suspension of sales of
trust's securities................ Not Applicable
37. Revocation of authority
to distribute..................... "
38. (a) Method of distribution.......... Distribution of Units, Total
Reinvestment Plan
(b) Underwriting agreements......... "
(c) Selling agreements.............. "
39. (a) Organization of principal
underwriters.................... The Sponsor
(b) N.A.S.D. membership of
principal underwriters.......... "
40. Certain fees received by
principal underwriters............ Not Applicable
41. (a) Business of principal
underwriters.................... The Sponsor
(b) Branch offices of principal
underwriters.................... Not Applicable
(c) Salesmen of principal
underwriters.................... "
42. Ownership of trust's
securities by certain persons..... "
43. Certain brokerage commissions
received by principal
underwriters...................... "
44. (a) Method of valuation............. Summary of Essential
Information,
Offering Price, Accrued
Interest,
Volume and Other Discounts,
Total Reinvestment Plan,
Distribution of Units
(b) Schedule as to offering price... Not Applicable
(c) Variation in offering price
to certain persons.............. Distribution of Units, Total
Reinvestment Plan, Volume and
Other Discounts
45. Suspension of redemption rights..... Trustee Redemption

46. (a) Redemption valuation............ Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Trustee
Redemption
(b) Schedule as to
redemption price................ Not Applicable
47. Maintenance of position in
underlying securities............. Comparison of Public Offering
Price,
Sponsor's Repurchase Price and
Redemption Price, Sponsor
Repurchase, Trustee Redemption

V. Information Concerning the Trustee or Custodian

48. Organization and regulation
of trustee........................ The Trustee
49. Fees and expenses of trustee........ Trust Expenses and Charges
50. Trustee's lien...................... "

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of
trust's securities................ Not Applicable

VII. Policy of Registrant

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities...................... Objectives, Portfolio, Portfolio
Supervision
(b) Transactions involving
elimination of underlying
securities...................... Not Applicable
(c) Policy regarding substitution
or elimination of underlying
securities...................... Objectives, Portfolio, Portfolio
Supervision, Substitution of
Bonds
(d) Fundamental policy not
otherwise covered............... Not Applicable
53. Tax status of trust................. Tax Status

VIII. Financial and Statistical Information

54. Trust's securities during
last ten years.................... Not Applicable
55. Hypothetical account for issuers
of periodic payment plans......... "
56. Certain information regarding
periodic payment certificates..... "
57. Certain information regarding
periodic payment plans............ "
58. Certain other information
regarding periodic payment plans.. "
59. Financial Statements
(Instruction 1(c) to Form S-6)...... Statement of Financial Condition
<PAGE>

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

39TH DISCOUNT SERIES
(MULTIPLIER PORTFOLIO)

The Trust is a unit investment trust designated 39th Discount Series
("Insured Municipal Discount Trust") with an underlying portfolio of long-
term insured tax-exempt bonds issued by or on behalf of states,
municipalities and public authorities and was formed to preserve capital
and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law but may be subject to state
and local taxes. Capital gains are subject to tax. (See "Tax Status" and
"The Trust--Portfolio" in Part B of this Prospectus.) The Sponsor is
Bear, Stearns & Co. Inc. The value of the Units of the Trust will
fluctuate with the value of the underlying bonds. Minimum purchase: 1
Unit.

This Prospectus consists of two parts. Part A contains the Summary
of Essential Information as of June 30, 1994 (the "Evaluation Date"), a
summary of certain specific information regarding the Trust and audited
financial statements of the Trust, including the related portfolio, as of
the Evaluation Date. Part B of this Prospectus contains a general summary
of the Trust.

Investors should retain both parts of this
Prospectus for future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." The Bonds were acquired at prices which resulted in the
portfolio as a whole being purchased at a deep discount from par value.
The portfolio may also include bonds issued at an original issue discount.
Additionally, some of the Bonds in the portfolio may be "Zero Coupon
Bonds," which are original issue discount bonds that provide for payment
at maturity at par value, but do not provide for the payment of any
current interest. Some of the Bonds in the Trust have been issued with
optional refunding or refinancing provisions ("Refunded Bonds") whereby
the issuer of the Bond has the right to call such Bond prior to its stated
maturity date (and other than pursuant to sinking fund provisions) and to
issue new bonds ("Refunding Bonds") in order to finance the redemption.
Issuers typically utilize refunding calls in order to take advantage of
lower interest rates in the marketplace. Some of these Refunded Bonds may
be called for redemption pursuant to pre-refunding provisions ("Pre-
Refunded Bonds") whereby the proceeds from the issue of the Refunding
Bonds are typically invested in government securities in escrow for the
benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of
this escrow. The issuers of Pre-Refunded Bonds must call such Bonds on
their refunding call date. Therefore, as of such date, the Trust will
receive the call price for such bonds but will cease receiving interest
income with respect to them. For a list of those Bonds which are Pre-
Refunded Bonds, if any, as of the Evaluation Date, see "Notes to Financial
Statements" in this Part A. Some of the Bonds in the portfolio may have
been purchased at an aggregate premium over par. All of the Bonds in the
Trust were rated "AAA" by Standard & Poor's Corporation at the time
originally deposited in the Trust. This rating results from insurance
relating only to the Bonds in the Trust and not to the Units of the Trust.
The insurance does not remove market risk, as it does not guarantee the
market value of the Units. For a discussion of the significance of such
ratings, see "Description of Bond Ratings" in Part B of this Prospectus,
and for a list of ratings on the Evaluation Date see the "Portfolio." The
payment of interest and preservation of capital are, of course, dependent
upon the continuing ability of issuers of the Bonds or the insurers
thereof to meet their obligations. There can be no assurance that the
Trust's investment objectives will be achieved. Investment in the Trust
should be made with an understanding of the risks which an investment in
long-term fixed rate debt obligations may entail, including the risk that
the value of the underlying portfolio will decline with increases in
interest rates, and that the value of Zero Coupon Bonds is subject to
greater fluctuation than coupon bonds in response to changes in interest
rates. Each Unit in the Trust represents a 1/12000th undivided interest
in the principal and net income of the Trust. The principal amount of
Bonds deposited in the Trust per Unit is reflected in the Summary of
Essential Information. (See "Organization" in Part B of this Prospectus.)
The Units being offered hereby are issued and outstanding Units which have
been purchased by the Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investors Assurance Corporation ("MBIA Corp."), will
also cover any accelerated payments of principal and the increase in
interest payments or premiums, if any, payable upon mandatory redemption
of the Bonds if interest on any Bonds is ultimately deemed to be subject
to regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims-paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each Insurance Company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 21.5%; Bond Investors Guaranty
("BIG"), 47.2%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 14.9%, and Municipal Bond Insurance Association ("MBIA"),
16.4%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 5.5% of
the Public Offering Price, or 5.820% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement, including earned original issue discount, is added to the
Public Offering Price. If Units had been purchased on the Evaluation
Date, the Public Offering Price per Unit would have been $437.48 plus
accrued interest of $8.36 under the monthly distribution plan, $11.02
under the semi-annual distribution plan and $28.54 under the annual
distribution plan, for a total of $445.84, $448.50 and $466.02,
respectively. The Public Offering Price per Unit can vary on a daily
basis in accordance with fluctuations in the aggregate bid price of the
Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each Trust are offered to investors on a "dollar price" basis (using the
computation method previously described under "Public Offering Price") as
distinguished from a "yield price" basis often used in offerings of tax
exempt bonds (involving the lesser of the yield as computed to maturity of
bonds or to an earlier redemption date). Since they are offered on a
dollar price basis, the rate of return on an investment in Units of each
Trust is measured in terms of "Estimated Current Return" and "Estimated
Long Term Return".

Estimated Long Term Return is calculated by: (1) computing the
yield to maturity or to an earlier call date (whichever results in a lower
yield) for each Bond in the Trust's portfolio in accordance with accepted
bond practices, which practices take into account not only the interest
payable on the Bond but also the amortization of premiums or accretion of
discounts, if any; (2) calculating the average of the yields for the Bonds
in the Trust's portfolio by weighing each Bond's yield by the market value
of the Bond and by the amount of time remaining to the date to which the
Bond is priced (thus creating an average yield for the portfolio of the
Trust); and (3) reducing the average yield for the portfolio of the Trust
in order to reflect estimated fees and expenses of the Trust and the
maximum sales charge paid by investors. The resulting Estimated Long Term
Return represents a measure of the return to investors earned over the
estimated life of the Trust. (For the Estimated Long Term Return to
Certificateholders under the monthly, semi-annual and annual distribution
plans, see "Summary of Essential Information".)

Estimated Current Return is a measure of the Trust's cash flow.
Estimated Current Return is computed by dividing the Estimated Net Annual
Interest Income per Unit by the Public Offering Price per Unit. In
contrast to the Estimated Long Term Return, the Estimated Current Return
does not take into account the amortization of premium or accretion of
discount, if any, on the Bonds in the portfolio of the Trust. Moreover,
because interest rates on Bonds purchased at a premium are generally
higher than current interest rates on newly issued bonds of a similar type
with comparable rating, the Estimated Current Return per Unit may be
affected adversely if such Bonds are redeemed prior to their maturity.

The Estimated Net Annual Interest Income per Unit of the Trust will
vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to the Trust and with the redemption, maturity, sale
or other disposition of the Bonds in the Trust. The Public Offering Price
will vary with changes in the bid prices of the Bonds. Therefore, there
is no assurance that the present Estimated Current Return or Estimated
Long Term Return will be realized in the future. (For the Estimated
Current Return to Certificateholders under the monthly, semi-annual and
annual distribution plans, see "Summary of Essential Information". See
"Estimated Long Term Return and Estimated Current Return" in Part B of
this Prospectus.)

A schedule of cash flow projections is available from the Sponsor
upon request.

DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually
depending upon the plan of distribution applicable to the Unit purchased.
A purchaser of a Unit in the secondary market will initially receive
distributions in accordance with the distribution plan chosen by the prior
owner of such Unit and may thereafter change the plan as provided under
"Interest and Principal Distributions" in Part B of this Prospectus.
Distributions of principal, if any, will be made semi-annually on June 15
and December 15 of each year. (See "Rights of Certificateholders--
Interest and Principal Distributions" in Part B of this Prospectus. For
estimated monthly, semi-annual and annual interest distributions, see
"Summary of Essential Information.")

MARKET FOR UNITS. The Sponsor, although not obligated to do so,
intends to maintain a secondary market for the Units at prices based on
the aggregate bid price of the Bonds in the Trust portfolio. The reoffer
price will be based on the aggregate bid price of the Bonds plus a sales
charge of 5.5% of the Public Offering Price (5.820% of the net amount
invested), plus net accrued interest. If a market is not maintained a
Certificateholder will be able to redeem his Units with the Trustee at a
price also based on the aggregate bid price of the Bonds. (See
"Liquidity--Sponsor Repurchase" and "Public Offering--Offering Price" in
Part B of this Prospectus.)

TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their
regular interest distributions, and principal distributions, if any,
reinvested in available series of "Insured Municipal Securities Trust" or
"Municipal Securities Trust." (See "Total Reinvestment Plan" in Part B of
this Prospectus. Residents of Texas see "Total Reinvestment Plan for
Texas Residents" in Part B of this Prospectus.) The Plan is not designed
to be a complete investment program.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
39TH DISCOUNT SERIES

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: October 27, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$7,194,000 $1.00 per Unit.
Number of Units .............12,000 Weighted Average Life to
Fractional Undivided Inter- Maturity: 17.1 Years.
est in Trust per Unit .....1/12000 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$599.50 value of Trust is less than
Secondary Market Public $4,800,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$4,961,014+++ The earlier of December 31,
Divided by 12,000 Units ...$413.42 2037 or the disposition of
Plus Sales Charge of 5.5% the last Bond in the Trust.
of Public Offering Price $24.06 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$437.48+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $.86 per $1,000; semi-
Repurchase Price annual plan $.40 per $1,000;
per Unit ..................$413.42+ and annual plan is $.32 per
+++ $1,000.
++++ Evaluator: Kenny S&P
Excess of Secondary Market Evaluation Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $15
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............$24.06++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Bear, Stearns & Co.
Unit Premium/(Discount) ...$(162.02) Inc.
Evaluation Time: 4:00 p.m. Sponsor's Annual Fee: Maximum
New York Time. of $.15 per $1,000 principal
amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $35.65 $35.65 $35.65
Less estimated annual fees and
expenses ............................ 1.23 .80 .74
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $34.42 $34.85 $34.91
Estimated interest distribution# ...... 2.86 17.42 34.91
Estimated daily interest accrual# ..... .0956 .0968 .0969
Estimated current return#++ ........... 7.87% 7.97% 7.98%
Estimated long term return++ .......... 5.95% 6.05% 6.06%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

*** The Trustee maintains its corporate trust office at 770 Broadway,
New York, New York 10003 (tel. no. 1-800-428-8890). For information
regarding redemption by the trustee, see "Trustee Redemption" in
Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $8.36 monthly,
$11.02 semi-annually and $28.54 annually.

++ The estimated current return and estimated long term return are
increased for transactions entitled to a discount (see "Employee
Discounts" in Part B of this Prospectus), and are higher under the
semi-annual and annual options due to lower Trustee's fees and
expenses.

+++ Based solely upon the bid side evaluation of the underlying Bonds
(including, where applicable, undistributed cash from the principal
account). Upon tender for redemption, the price to be paid will be
calculated as described under "Trustee Redemption" in Part B of this
Prospectus.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 16 issues representing
obligations of issuers located in 12 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 37.6% of the Bonds are
obligations of state and local housing authorities; approximately 15.7%
are hospital revenue bonds; approximately 11.8% were issued in connection
with the financing of nuclear generating facilities; and approximately
3.7% are "mortgage subsidy" bonds. All of the Bonds in the Trust are
subject to redemption prior to their stated maturity dates pursuant to
sinking fund or call provisions. The Bonds may also be subject to other
calls, which may be permitted or required by events which cannot be
predicted (such as destruction, condemnation, termination of a contract,
or receipt of excess or unanticipated revenues). None of the Bonds are
general obligation bonds. Sixteen issues representing $7,194,000 of the
principal amount of the Bonds are payable from the income of a specific
project or authority and are not supported by the issuer's power to levy
taxes. The portfolio is divided for purpose of issue as follows: Coal
Power 1, Electric 2, Federally Insured Mortgage 1, Hospital 5, Mortgage
Subsidy 1, Nuclear Power 2, Parking Facility 1, Pollution Control 1, Sales
Tax 1 and Water 1. For an explanation of the significance of these
factors see "The Trust--Portfolio" in Part B of this Prospectus.

As of June 30, 1994, $2,709,000 (approximately 37.6% of the
aggregate principal amount of the Bonds) were original issue discount
bonds. Of these original issue discount bonds, $2,709,000 (approximately
37.6% of the aggregate principal amount of the Bonds) were Zero Coupon
Bonds. Zero Coupon Bonds do not provide for the payment of any current
interest and provide for payment at maturity at par value unless sooner
sold or redeemed. The market value of Zero Coupon Bonds is subject to
greater fluctuations than coupon bonds in response to changes in interest
rates. None of the aggregate principal amount of the Bonds in the Trust
were purchased at a "market" discount from par value at maturity,
approximately 62.4% were purchased at a premium and none were purchased at
par. For an explanation of the significance of these factors see
"Discount and Zero Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

Distribu-
tions of
Distributions of Interest Principal
During the Period (per Unit) During
Net Asset* Semi- the
Units Out- Value Monthly Annual Annual Period
Period Ended standing Per Unit Option Option Option (Per Unit)

June 30, 1992 12,000 $614.01 $46.26 $46.89 $47.07 $ 1.30
June 30, 1993 12,000 603.88 46.11 46.76 46.94 1.25
June 30, 1994 12,000 426.82 36.06 36.58 42.53 150.95

* Net Asset Value per Unit is calculated by dividing net assets as
disclosed in the "Statement of Net Assets" by the number of Units
outstanding as of the date of the Statement of Net Assets. See
Note 5 of Notes to Financial Statements for a description of the
components of Net Assets.

<PAGE>

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, 39th Discount Series:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, 39th Discount Series
as of June 30, 1994, and the related statements of operations, and
changes in net assets for each of the years in the three year period
then ended. These financial statements are the responsibility of the
Trustee (see note 2). Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as
of June 30, 1994, by correspondence with the Trustee. An audit also
includes assessing the accounting principles used and significant
estimates made by management, 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 Insured
Municipal Securities Trust, 39th Discount Series as of June 30, 1994, and
the results of its operations and the changes in its net assets for each
of the years in the three year period then ended in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>

<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 39TH DISCOUNT SERIES

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $5,274,937) $ 4,960,931

Excess of other assets over total liabilities 160,934
-----------

Net assets ( 12,000 units of fractional undivided
interest outstanding, $426.82 per unit) $ 5,121,865
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

Statements of Operations
<CAPTION>
Years ended June 30,
---------- ---------- ----------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Investment income - interest $ 458,383 600,816 625,957
---------- ---------- ----------

Expenses:
Trustee's fees 8,425 11,243 10,806
Evaluator's fees 3,506 3,106 3,196
Sponsor's advisory fee 1,790 1,792 1,797
---------- ---------- ----------

Total expenses 13,721 16,141 15,799
---------- ---------- ----------

Investment income, net 444,662 584,675 610,158
---------- ---------- ----------

Realized and unrealized gain (loss)
on investments:
Net realized loss
on bonds sold or called (158,797) (250) (252)
Unrealized appreciation
(depreciation) for the year (163,356) (120,167) 26,403
---------- ---------- ----------

Net gain (loss)
on investments (322,153) (120,417) 26,151
---------- ---------- ----------

Net increase in net
assets resulting
from operations $ 122,509 464,258 636,309
========== ========== ==========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 39TH DISCOUNT SERIES

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 444,662 584,675 610,158
Net realized loss on
bonds sold or called (158,797) (250) (252)
Unrealized appreciation
(depreciation) for the year (163,356) (120,167) 26,403
------------ ------------ ------------

Net increase in net
assets resulting
from operations 122,509 464,258 636,309
------------ ------------ ------------

Distributions:
To certificateholders:
Investment income 435,851 555,785 562,530
Principal 1,811,400 30,000 15,600
------------ ------------ ------------

Total distributions 2,247,251 585,785 578,130
------------ ------------ ------------

Total increase (decrease) (2,124,742) (121,527) 58,179

Net assets at beginning of year 7,246,607 7,368,134 7,309,955
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $233,930, $284,105, and
$255,215, respectively) $ 5,121,865 7,246,607 7,368,134
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 39TH DISCOUNT SERIES

Notes to Financial Statements

June 30, 1994, 1993 and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, 39th Discount Series (Trust) was
organized on October 27, 1988 (date of deposit) by Bear, Stearns &
Co. Inc. (Sponsor) under the laws of the State of New York by a Trust
Indenture and Agreement, and is registered under the Investment
Company Act of 1940.

(2) Summary of Significant Accounting Policies

United States Trust Company of New York (Trustee) has custody of and
responsibility for the accounting records and financial statements of
the Trust and is responsible for establishing and maintaining a
system of internal control related thereto.

The Trustee is also responsible for all estimates of expenses and
accruals reflected in the Trust's financial statements. The
accompanying financial statements have been adjusted to record the
unrealized appreciation (depreciation) of investments and to record
interest income and expenses on the accrual basis.

The discount on the zero-coupon bonds is accreted by the interest
method over the respective lives of the bonds. The accretion of such
discount is included in interest income; however, it is not
distributed until realized in cash upon maturity or sale of the
respective bonds.

Investments are carried at market value which is determined by either
Standard & Poor's Corporation or Moody's Investors Service, Inc.
(Evaluator) as discussed in the footnotes to the portfolio. The
market value of the investments is based upon the bid prices for the
bonds at the end of the period, except that the market value on the
date of deposit represents the cost to the Trust based on the
offering prices for investments at that date. The difference between
cost (including accumulated accretion of original issue discount on
zero-coupon bonds) and market value is reflected as unrealized
appreciation (depreciation) of investments. Securities transactions
are recorded on the trade date. Realized gains (losses) from
securities transactions are determined on the basis of average cost
of the securities sold or redeemed.

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

The Trust Indenture and Agreement further requires that principal
received from the disposition of bonds, other than those bonds sold
in connection with the redemption of units, be distributed to
Certificateholders.

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. No units have been redeemed since the inception of
the Trust.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 7,597,158
Less initial gross underwriting commission (417,840)

7,179,318

Cost of securities sold or called (1,977,460)
Net unrealized depreciation (314,006)
Undistributed net investment income 233,930
Undistributed proceeds from bonds sold or called 83

Total $ 5,121,865

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 12,000 units
of fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $73,079.
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 39TH DISCOUNT SERIES
Portfolio
June 30, 1994
<CAPTION>
Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- --- ----------- --------------------- ------- ----------------- --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 95,000 Tampa Fla. Prkg. AAA 9.000% No Sinking Fund $ 102,058
Facs. Rev. Bonds 10/1/2008 10/01/95 @ 102 Ref.
(AMBAC) (5)

2 600,000 Burke Cnty. Ga. Dev. AAA 11.750 11/1/96 @ 100 S.F. 628,103
Auth. Poll. Cntrl. 11/1/2014 11/1/94 @ 102 Ref.
Rev. Bonds
(Oglethorpe Pwr.
Corp-Vogtle Prjt.)
(Financial Guaranty)

3 530,000 St. Joseph Cnty. Ind. AAA 9.125 11/1/2005 No Sinking Fund 572,093
Insrd. Hosp. Rev. 11/1/95 @ 102 Ref.
Bonds Series 1985
(Memorial Hosp. of
So. Bend Prjt.)
(MBIA) (5)

4 250,000 Wellington Ks. Elec. AAA 9.250 11/1/2005 No Sinking Fund 267,898
Wtrwks. & Swg. Util. 11/01/95 @ 101 Ref.
Sys. Rfndg. &
Improvmt. Rev. Bonds
Series A 1985 (AMBAC)
(5)

5 230,000 Jefferson Sales Tax AAA 8.000 7/1/2005 Currently @ 100 S.F. 259,774
Dstrct. Jefferson 07/01/99 @ 100 Ref.
Parish, Louisiana
Spec. Sales Tax Rev.
Bonds Series A (BIG)
(5)

6 205,000 Monroe Mich. Poll. AAA 9.625 12/1/2015 12/1/96 @ 100 S.F. 226,527
Cntrl. Rev. Bonds 12/1/95 @ 103 Ref.
(Detroit Edison Co.
Prjt.) Series 1986 A
1985 (AMBAC)

7 225,000 Mississippi Hsg. AAA 7.800 No Sinking Fund 229,561
Finc. Corp. Single 10/15/2016 4/15/98 @ 102 Ref.
Fam. Mtg. Pur. Rev.
Rfndg. Bonds (GNMA
Mtg.-Backed Sec.
Prgrm.) Series 1988 A
(Financial Guaranty)

8 100,000 Reno Nev. Hosp. AAA 9.750 7/1/2004 7/1/01 @ 100 S.F. 107,518
Rfndg. Rev. Bonds 7/1/95 @ 102 Ref.
Saint Mary's Hosp.
Series 1985 A (MBIA)

9 500,000 Mercer Cnty. N.D. AAA 10.500 6/30/09 @ 100 S.F. 526,035
Poll. Cntrl. Rev. 6/30/2013 12/30/94 @ 102 Ref.
Bonds Series 1984
(Basin Elec. Pwr.
Co-op Antelope Valley
Station) (AMBAC)

10 250,000 Austin Tx. Combined AAA 9.500 5/15/01 @ 100 S.F. 304,078
Util. Sys. Rev. Bonds 5/15/2015 5/15/00 @ 100 Ref.
Series 1985 A
(Financial Guaranty)
(5)

11 450,000 Galveston Cnty. Tx. AAA 9.000 7/10/2009 7/10/06 @ 100 S.F. 487,724
Wtr. Auth. Wtr. Sys. 7/10/96 @ 100 Ref.
Cntrct. Rev. Rfndg.
Bonds Mainland Prjt.
Series 1985 (AMBAC)
(5)

12 250,000 Harris Cnty. Tx. AAA 8.500 4/1/2015 4/1/06 @ 100 S.F. 271,047
Hosp. Dstrct. Rfndg. 4/1/96 @ 102 Ref.
Rev. Bonds Series
1986 (BIG) (5)

13 550,000 Sam Rayburn Tx. Muni. AAA 9.250 9/1/2008 9/1/04 @ 100 S.F. 590,474
Pwr. Agncy. Pwr. 9/1/95 @ 102 Ref.
Supl. Sys. Rev. Bonds
(MBIA) (5)

14 50,000 Travis Cnty. Tx. AAA 8.375 11/1/2017 11/1/08 @ 100 S.F. 55,641
Hlth. Facs. Dev. 11/1/97 @ 102 Ref.
Corp. Insrd. Hosp.
Rev. Bonds (St.
David's Cmmnty. Hosp.
Prjt.) Series 1987A
(AMBAC)

15 200,000 Wisc. Hlth. Facs. AAA 9.400 6/1/2005 6/1/01 @ 100 S.F. 212,743
Auth. (Columbia 6/1/95 @ 102 Ref.
Hosp.) Rev. Bonds
Series 1985 (BIG) (5)

16 2,709,000 Ill. Hsg. Dev. Auth. AAA 0.000 7/1/2025 7/1/06 @ 13.676 S.F. 119,657
Multi-Fam. Hsg. Rev. None
Bonds 1983 Series A
(BIG)
----------- ---------
$ 7,194,000 $ 4,960,931
=========== =========

See accompanying footnotes to the portfolio and notes to the financial statements

</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 39TH DISCOUNT SERIES

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth under
"Description of Bond Ratings" in Part B of this Prospectus.

(2) See "The Trust - Portfolio" in Part B of this Prospectus for an
explanation of redemption features. See "Tax Status" in Part B of
this Prospectus for a statement of the Federal tax consequences to a
Certificateholder upon the sale, redemption or maturity of a bond.

(3) At June 30, 1994, the net unrealized depreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 39,888
Gross unrealized depreciation (353,894)

Net unrealized depreciation $ (314,006)

(4) The annual interest income, based upon bonds held at June 30,
1994, (excluding accretion of original issue discount on zero-coupon
bonds) to the Trust is $427,831.

(5) The bonds have been prerefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

(7) The Bonds may also be subject to other calls, which may be
permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of
excess or unanticipated revenues).

<PAGE>

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

SERIES 12

The Trust is a unit investment trust designated Series 12 ("Insured
Municipal Trust") with an underlying portfolio of long-term insured tax-
exempt bonds issued by or on behalf of states, municipalities and public
authorities and was formed to preserve capital and to provide interest
income (including, where applicable, earned original issue discount)
which, in the opinions of bond counsel to the respective issuers, is, with
certain exceptions, currently exempt from regular Federal income tax
(including where applicable earned original discount) under existing law
but may be subject to state and local taxes. Capital gains are subject to
tax. (See "Tax Status" and "The Trust--Portfolio" in Part B of this
Prospectus.) The Sponsor is Bear, Stearns & Co. Inc. The value of the
Units of the Trust will fluctuate with the value of the underlying bonds.
Minimum purchase: 1 Unit.

Investors should retain both parts of this
Prospectus for future reference.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." Some of the Bonds may be "Zero Coupon Bonds", which are
original issue discount bonds that provide for payment at maturity at par
value, but do not provide for the payment of any current interest. Some
of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond
has the right to call such Bond prior to its stated maturity date (and
other than pursuant to sinking fund provisions) and to issue new bonds
("Refunding Bonds") in order to finance the redemption. Issuers typically
utilize refunding calls in order to take advantage of lower interest rates
in the marketplace. Some of these Refunded Bonds may be called for
redemption pursuant to pre-refunding provisions ("Pre-Refunded Bonds")
whereby the proceeds from the issue of the Refunding Bonds are typically
invested in government securities in escrow for the benefit of the holders
of the Pre-Refunded Bonds until the refunding call date. Usually, Pre-
Refunded Bonds will bear a triple-A rating because of this escrow. The
issuers of Pre-Refunded Bonds must call such Bonds on their refunding call
date. Therefore, as of such date, the Trust will receive the call price
for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds, if any, as
of the Evaluation Date, see "Notes to Financial Statements" in this
Part A. Some of the Bonds in the portfolio may have been purchased at an
aggregate premium over par. All of the Bonds in the Trust were rated
"AAA" by Standard & Poor's Corporation at the time originally deposited in
the Trust. This rating results from insurance relating only to the Bonds
in the Trust and not to Units of the Trust. The insurance does not remove
market risk, as it does not guarantee the market value of the Units. For
a discussion of the significance of such ratings, see "Description of Bond
Ratings" in Part B of this Prospectus, and for a list of ratings on the
Evaluation Date see the "Portfolio." The payment of interest and
preservation of capital are, of course, dependent upon the continuing
ability of issuers of the Bonds or the insurers thereof to meet their
obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with
an understanding of the risks which an investment in long-term fixed rate
debt obligations may entail, including the risk that the value of the
underlying portfolio will decline with increases in interest rates, and
that the value of Zero Coupon Bonds is subject to greater fluctuation than
coupon bonds in response to changes in interest rates. Each Unit in the
Trust represents a 1/3500th undivided interest in the principal and net
income of the Trust. The principal amount of Bonds deposited in the Trust
per Unit is reflected in the Summary of Essential Information. (See
"Organization" in Part B of this Prospectus.) The Units being offered
hereby are issued and outstanding Units which have been purchased by the
Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investors Assurance Corporation ("MBIA Corp."), will
also cover any accelerated payments of principal and the increase in
interest payments or premiums, if any, payable upon mandatory redemption
of the Bonds if interest on any Bonds is ultimately deemed to be subject
to regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each insurance company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 24.1%; Bond Investor's Guaranty
("BIG"), 19.3%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 34.3%; and Municipal Bond Insurance Association ("MBIA"),
22.3%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 4.9% of
the Public Offering Price, or 5.152% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement is added to the Public Offering Price. If Units had been
purchased on the Evaluation Date, the Public Offering Price per Unit would
have been $752.53 plus accrued interest of $7.46 under the monthly
distribution plan, $11.92 under the semi-annual distribution plan and
$40.66 under the annual distribution plan, for a total of $759.99, $764.45
and $793.19, respectively. The Public Offering Price per Unit can vary on
a daily basis in accordance with fluctuations in the aggregate bid price
of the Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each Trust are offered to investors on a "dollar price" basis (using the
computation method previously described under the "Public Offering Price")
as distinguished from a "yield price" basis often used in offerings of tax
exempt bonds (involving the lesser of the yield as computed to maturity of
bonds or to an earlier redemption date). Since they are offered on a
dollar price basis, the rate of return on an investment in Units of each
Trust is measured in terms of "Estimated Current Return" and "Estimated
Long Term Return".

A schedule of cash flow projections is available from the Sponsor
upon request.

DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually
depending upon the plan of distribution applicable to the Unit purchased.
A purchaser of a Unit in the secondary market will initially receive
distributions in accordance with the distribution plan chosen by the prior
owner of such Unit and may thereafter change the plan as provided under
"Interest and Principal Distributions" in Part B of the Prospectus.
Distributions of principal, if any, will be made semi-annually on June 15
and December 15 of each year. (See "Rights of Certificateholders--
Interest and Principal Distributions" in Part B of this Prospectus. For
estimated monthly, semi-annual and annual interest distributions, see
"Summary of Essential Information.")

MARKET FOR UNITS. The Sponsor, although not obligated to do so,
intends to maintain a secondary market for the Units at prices based on
the aggregate bid price of the Bonds in the Trust portfolio. The reoffer
price will be based on the aggregate bid price of the Bonds plus a sales
charge of 4.9% of the Public Offering Price (5.152% of the net amount
invested), plus net accrued interest. If a market is not maintained a
Certificateholder will be able to redeem his Units with the Trustee at a
price also based on the aggregate bid price of the Bonds. (See
"Liquidity--Sponsor Repurchase" and "Public Offering--Offering Price" in
Part B of this Prospectus.)

TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their
regular interest distributions, and principal distributions, if any,
reinvested in available series of "Insured Municipal Securities Trust" or
"Municipal Securities Trust." (See "Total Reinvestment Plan" in Part B of
this Prospectus. Residents of Texas, see "Total Reinvestment Plan for
Texas Residents" in Part B of this Prospectus.) The Plan is not designed
to be a complete investment program.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
SERIES 12

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: October 27, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$2,695,000 $1.00 per Unit.
Number of Units .............3,500 Weighted Average Life to
Fractional Undivided Inter- Maturity: 13 Years.
est in Trust per Unit .....1/3500 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$770.00 value of Trust is less than
Secondary Market Public $1,400,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$2,504,820+++ The earlier of December 31,
Divided by 3,500 Units ....$715.66 2037 or the disposition of
Plus Sales Charge of 4.9% the last Bond in the Trust.
of Public Offering Price $36.87 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$752.53+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $1.05 per $1,000; semi-
Repurchase Price annual plan $.60 per $1,000;
per Unit ..................$715.66+ and annual plan is $.35 per
+++ $1,000.
++++ Evaluator: Kenny S&P
Excess of Secondary Market Evaluation Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $15
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............$36.87++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Bear, Stearns & Co.
Unit Premium/(Discount) ...$(17.47) Inc.
Evaluation Time: 4:00 p.m. Sponsor's Annual Fee: Maximum
New York Time. of $.15 per $1,000 principal
amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $58.44 $58.44 $58.44
Less estimated annual fees and
expenses ............................ 1.71 1.21 .99
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $56.73 $57.23 $57.45
Estimated interest distribution# ...... 4.72 28.61 57.45
Estimated daily interest accrual# ..... .1575 .1589 .1595
Estimated current return#++ ........... 7.54% 7.61% 7.63%
Estimated long term return++ .......... 5.45% 5.51% 5.54%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

*** The Trustee maintains its corporate trust office at 770 Broadway,
New York, New York 10003 (tel. no.: 1-800-428-8890). For
information regarding redemption by the Trustee, see "Trustee
Redemption" in Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $7.46 monthly,
$11.92 semi-annually and $40.66 annually.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 11 issues representing
obligations of issuers located in 8 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 6.3% of the Bonds are
obligations of state and local housing authorities; approximately 17.8%
are hospital revenue bonds; approximately 22.2% were issued in connection
with the financing of nuclear generating facilities; and none are
"mortgage subsidy" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund
or call provisions. The Bonds may also be subject to other calls, which
may be permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of excess
or unanticipated revenues). None of the Bonds are general obligation
bonds. Eleven issues representing $2,695,000 of the principal amount of
the Bonds are payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The portfolio
is divided for purpose of issue as follows: Coal Power 1, Electric 1,
Federally Insured Mortgage 1, Gas 1, Hospital 2, Nuclear Power 2, Sales
Tax 1, Water 1, and Water and Sewer 1. For an explanation of the
significance of these factors see "The Trust--Portfolio" in Part B of this
Prospectus.

As of June 30, 1994, $745,000 (approximately 27.6% of the aggregate
principal amount of the Bonds) were original issue discount bonds. Of
these original issue discount bonds, $170,000 (approximately 6.3% of the
aggregate principal amount of the Bonds) were Zero Coupon Bonds. Zero
Coupon Bonds do not provide for the payment of any current interest and
provide for payment at maturity at par value unless sooner sold or
redeemed. The market value of Zero Coupon Bonds is subject to greater
fluctuations than coupon bonds in response to changes in interest rates.
None of the aggregate principal amount of the Bonds in the Trust were
purchased at a "market" discount from par value at maturity, approximately
72.4% were purchased at a premium and none were purchased at par. For an
explanation of the significance of these factors see "Discount and Zero
Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

June 30, 1992 3,500 $1,020.03 $76.38 $77.04 $77.29 -0-
June 30, 1993 3,500 1,022.18 76.32 77.00 77.29 -0-
June 30, 1994 3,500 738.56 59.11 59.69 69.84 $230.31

<PAGE>

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, Series 12:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, Series 12 as of June
30, 1994, and the related statements of operations, and changes in net
assets for each of the years in the three year period then ended. These
financial statements are the responsibility of the Trustee (see note 2).
Our responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Insured
Municipal Securities Trust, Series 12 as of June 30, 1994, and the
results of its operations and the changes in its net assets for each of
the years in the three year period then ended, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 12

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $2,509,126) $ 2,504,810

Excess of other assets over total liabilities 80,135
-----------

Net assets ( 3,500 units of fractional undivided
interest outstanding, $738.56 per unit) $ 2,584,945
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 12

Statements of Operations
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Investment income - interest $ 208,378 274,943 288,008
------------ ------------ ------------

Expenses:
Trustee's fees 4,110 4,941 4,713
Evaluator's fees 973 859 884
Sponsor's advisory fee 524 524 524
------------ ------------ ------------

Total expenses 5,607 6,324 6,121
------------ ------------ ------------

Investment income, net 202,771 268,619 281,887
------------ ------------ ------------

Realized and unrealized gain (loss)
on investments:
Net realized loss on bonds
sold or called (57,370) - -
Unrealized appreciation
(depreciation) for the year (123,746) 6,593 71,113
------------ ------------ ------------

Net gain (loss)
on investments (181,116) 6,593 71,113
------------ ------------ ------------

Net increase in net
assets resulting
from operations $ 21,655 275,212 353,000
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 12

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 202,771 268,619 281,887
Realized loss on bonds
sold or called (57,370) - -
Unrealized appreciation
(depreciation) for the year (123,746) 6,593 71,113
------------ ------------ ------------

Net increase in net
assets resulting
from operations 21,655 275,212 353,000
------------ ------------ ------------

Distributions to certificateholders:
Investment income 208,249 267,690 267,882
Principal 806,085 - -
------------ ------------ ------------

Total distributions 1,014,334 267,690 267,882
------------ ------------ ------------

Total increase (decrease) (992,679) 7,522 85,118

Net assets at beginning of year 3,577,624 3,570,102 3,484,984
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $83,369, $88,847 and
$87,918, respectively) $ 2,584,945 3,577,624 3,570,102
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 12

Notes to Financial Statements

June 30, 1994, 1993 and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, Series 12 (Trust) was organized
on October 27, 1988 by Bear, Stearns & Co. Inc. (Sponsor) under the
laws of the State of New York by a Trust Indenture and Agreement, and
is registered under the Investment Company Act of 1940.

(2) Summary of Significant Accounting Policies

Investments are carried at market value which is determined by either
Standard & Poor's Corporation or Moody's Investors Service Inc.
(Evaluator) as discussed in the footnotes to the portfolio. The
market value of the investments is based upon the bid prices for the
bonds at the end of the period, except that the market value on the
date of deposit represents the cost to the Trust based on the
offering prices for investments at that date. The difference between
cost (including accumulated accretion of original issue discount on
zero-coupon bonds) and market value is reflected as unrealized
appreciation (depreciation) of investments. Securities transactions
are recorded on the trade date. Realized gains (losses) from
securities transactions are determined on the basis of average cost
of the securities sold or redeemed.

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. No units have been redeemed since the inception of
the Trust.

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 3,542,980
Less initial gross underwriting commission (173,600)

3,369,380

Cost of securities sold or called (863,498)
Net unrealized depreciation (4,316)
Undistributed net investment income 83,369
Undistributed proceeds from bonds sold or called 10

Total $ 2,584,945

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 3,500 units of
fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $3,244.
<PAGE>
<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 12
Portfolio
June 30, 1994
<CAPTION>
Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- ---- ---------- --------------------- ------- ------------ --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 350,000 Burke Cnty, Ga. Dev. AAA 11.750% No Sinking Fund $ 366,394
Auth. Poll. Cntrl. 11/01/2014 11/01/94 @ 102 Ref.
Rev. Bonds
(Oglethorpe Pwr.
Corp. Vogtle Prjt.)
(Financial Guaranty)

2 325,000 Indianapolis Ind. Gas AAA 3.500 No Sinking Fund 210,061
Util. Sys. Rev. 6/01/2018 None
Rfndg. Bonds 1986
Series B (Financial
Guaranty)

3 270,000 Jefferson Sales Tax AAA 8.000 7/01//92 @ 100 S.F. 304,952
Dstrct. Jefferson 7/01/2005 7/01/99 @ 100 Ref.
Parish Louisiana
Spec. Sales Tax Rev.
Bonds Series 1986 A
(BIG) (5)

4 250,000 N.C. Eastern Muni. AAA 4.500 7/01/20 @ 100 S.F. 188,898
Pwr. Sys. Rev. Rfndg. 1/01/2024 1/01/22 @ 100 Ref.
Bonds Series 1987A
(Financial Guaranty)
(5)

5 250,000 Mercer Cnty. N.D. AAA 10.500 6/30/09 @ 100 S.F. 263,018
Poll. Cntrl. Rev. 6/30/2013 12/30/94 @ 102 Ref.
Bonds Series 1984
(Basin Elec. Pwr.
Co-op Antelope Valley
Station) (AMBAC)

6 250,000 Jackson Tenn. Wtr. & AAA 7.600 7/01/09 @ 100 S.F 271,194
Swr. Sys. Rev. Rfndg. 1/01/2012 1/01/97 @ 102 Ref.
Bonds Series 1988 B
(AMBAC)(5)

7 150,000 Galveston Cnty. Tx. AAA 9.000 7/10/06 @ 100 S.F. 162,575
Wtr. Auth. Wtr. Sys. 7/10/2009 7/10/96 @ 100 Ref.
Cntrct. Rev. Rfndg.
Bonds Mainland Prjt.
Series 1985 (AMBAC)
(5)

8 250,000 Harris Cnty. Tx. AAA 8.500 4/01/06 @ 100 S.F. 271,048
Hosp. Dstrct. (BIG) 4/01/2015 4/01/96 @ 102 Ref.
Rfndg. Rev. Bonds
Series 1986(5)

9 200,000 Sam Rayburn Tx. Muni. AAA 9.250 9/01/04 @ 100 S.F. 214,718
Pwr. Agncy. Pwr. 9/01/2008 9/01/95 @ 102 Ref.
Supl. Sys. Rev. Bonds
(MBIA) (5)
10 230,000 Waco Tx. Hosp. Rev. AAA 9.000 9/01/00 @ 100 S.F. 246,141
Bonds Series 1985 9/01/2005 9/01/95 @ 102 Ref.
(Hillcrest Baptist
Med. Cntr. Prjt.)
(MBIA) (5)

11 170,000 Santa Clara Calif. AAA 0.000 4/01/07 @ 13.074 S.F. 5,811
Hsg. Auth. Multi-Fam. 4/01/2026 10/01/03 @ 8.987 Ref.
Hsg. Rev. Bonds
Series 1984A (FHA
Insrd. Mtg.
Loan-Cedar Glen
Aprtmts. Prjt.)
(MBIA)
---------- ---------
$ 2,695,000 $ 2,504,810
========== =========

See accompanying footnotes to financial statements and portfolio
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 12

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth under
"Description of Bond Ratings" in Part B of this Prospectus.

(3) At June 30, 1994, the net unrealized depreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 116,798
Gross unrealized depreciation (121,114)

Net unrealized depreciation $ (4,316)

(4) The annual interest income (excluding accretion of original issue
discount on zero-coupon bonds), based upon bonds held at June 30,
1994, to the Trust is $204,550.

(5) The bonds have been prerefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994, are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

40TH DISCOUNT SERIES
(MULTIPLIER PORTFOLIO)

The Trust is a unit investment trust designated 40th Discount Series
("Insured Municipal Discount Trust") with an underlying portfolio of long-
term insured tax-exempt bonds issued by or on behalf of states,
municipalities and public authorities and was formed to preserve capital
and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law but may be subject to state
and local taxes. Capital gains are subject to tax. (See "Tax Status" and
"The Trust--Portfolio" in Part B of this Prospectus.) The Sponsor is
Bear, Stearns & Co. Inc. The value of the Units of the Trust will
fluctuate with the value of the underlying bonds. Minimum purchase: 1
Unit.

Investors should retain both parts of this
Prospectus for future reference.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." The Bonds were acquired at prices which resulted in the
portfolio as a whole being purchased at a deep discount from par value.
The portfolio may also include bonds issued at an original issue discount.
Additionally, some of the Bonds in the portfolio may be "Zero Coupon
Bonds," which are original issue discount bonds that provide for payment
at maturity at par value, but do not provide for the payment of any
current interest. Some of the Bonds in the Trust have been issued with
optional refunding or refinancing provisions ("Refunded Bonds") whereby
the issuer of the Bond has the right to call such Bond prior to its stated
maturity date (and other than pursuant to sinking fund provisions) and to
issue new bonds ("Refunding Bonds") in order to finance the redemption.
Issuers typically utilize refunding calls in order to take advantage of
lower interest rates in the marketplace. Some of these Refunded Bonds may
be called for redemption pursuant to pre-refunding provisions ("Pre-
Refunded Bonds") whereby the proceeds from the issue of the Refunding
Bonds are typically invested in government securities in escrow for the
benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of
this escrow. The issuers of Pre-Refunded Bonds must call such Bonds on
their refunding call date. Therefore, as of such date, the Trust will
receive the call price for such bonds but will cease receiving interest
income with respect to them. For a list of those Bonds which are Pre-
Refunded Bonds, if any, as of the Evaluation Date, see "Notes to Financial
Statements" in this Part A. Some of the Bonds in the portfolio may have
been purchased at an aggregate premium over par. All of the Bonds in the
Trust were rated "AAA" by Standard & Poor's Corporation at the time
originally deposited in the Trust. This rating results from insurance
relating only to the Bonds in the Trust and not to the Units of the Trust.
The insurance does not remove market risk, as it does not guarantee the
market value of the Units. For a discussion of the significance of such
ratings, see "Description of Bond Ratings" in Part B of this Prospectus,
and for a list of ratings on the Evaluation Date see the "Portfolio." The
payment of interest and preservation of capital are, of course, dependent
upon the continuing ability of issuers of the Bonds or the insurers
thereof to meet their obligations. There can be no assurance that the
Trust's investment objectives will be achieved. Investment in the Trust
should be made with an understanding of the risks which an investment in
long-term fixed rate debt obligations may entail, including the risk that
the value of the underlying portfolio will decline with increases in
interest rates, and that the value of Zero Coupon Bonds is subject to
greater fluctuation than coupon bonds in response to changes in interest
rates. Each Unit in the Trust represents a 1/14000th undivided interest
in the principal and net income of the Trust. The principal amount of
Bonds deposited in the Trust per Unit is reflected in the Summary of
Essential Information. (See "Organization" in Part B of this Prospectus.)
The Units being offered hereby are issued and outstanding Units which have
been purchased by the Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investor Assurance Corporation ("MBIA Corp."), will also
cover any accelerated payments of principal and the increase in interest
payments or premiums, if any, payable upon mandatory redemption of the
Bonds if interest on any Bonds is ultimately deemed to be subject to
regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims-paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each Insurance Company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 10.2%; Bond Investors Guaranty
("BIG"), 29.2%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 29.6%, Municipal Bond Insurance Association ("MBIA"), 25.4%
and MBIA Corp., 5.6%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 5.5% of
the Public Offering Price, or 5.820% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement, including earned original issue discount, is added to the
Public Offering Price. If Units had been purchased on the Evaluation
Date, the Public Offering Price per Unit would have been $518.84 plus
accrued interest of $8.41 under the monthly distribution plan, $11.43
under the semi-annual distribution plan and $31.20 under the annual
distribution plan, for a total of $527.25, $530.27 and $550.04,
respectively. The Public Offering Price per Unit can vary on a daily
basis in accordance with fluctuations in the aggregate bid price of the
Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

A schedule of cash flow projections is available from the Sponsor
upon request.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
40TH DISCOUNT SERIES

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: December 1, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$9,280,500 $1.00 per Unit.
Number of Units .............14,000 Weighted Average Life to
Fractional Undivided Inter- Maturity: 16.5 Years.
est in Trust per Unit .....1/14000 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$662.89 value of Trust is less than
Secondary Market Public $5,600,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$6,864,235+++ The earlier of December 31,
Divided by 14,000 Units ....$490.30 2037 or the disposition of
Plus Sales Charge of 5.5% the last Bond in the Trust.
of Public Offering Price $28.54 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$518.84+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $.86 per $1,000; semi-
Repurchase Price annual plan $.40 per $1,000;
per Unit ..................$490.30+ and annual plan is $.32 per
+++ $1,000.
++++ Evaluator: Kenny S&P
Excess of Secondary Market Evaluation Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $15
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............$28.54++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Bear, Stearns & Co.
Unit Premium/(Discount) ...$(144.05) Inc.
Evaluation Time: 4:00 p.m. Sponsor's Annual Fee: Maximum
New York Time. of $.25 per $1,000 principal
amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $40.35 $40.35 $40.35
Less estimated annual fees and
expenses ............................ 1.34 .88 .81
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $39.01 $39.47 $39.54
Estimated interest distribution# ...... 3.25 19.73 39.54
Estimated daily interest accrual# ..... .1083 .1096 .1098
Estimated current return#++ ........... 7.52% 7.61% 7.62%
Estimated long term return++ .......... 5.73% 5.82% 5.83%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $8.41 monthly,
$11.43 semi-annually and $31.20 annually.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 21 issues representing
obligations of issuers located in 13 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 37.1% of the Bonds are
obligations of state and local housing authorities; approximately 20.7%
are hospital revenue bonds; approximately 7.5% were issued in connection
with the financing of nuclear generating facilities; and none are
"mortgage subsidy" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund
or call provisions. The Bonds may also be subject to other calls, which
may be permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of excess
or unanticipated revenues. Three of the issues representing $785,000 of
the principal amount of the Bonds are general obligation bonds. All 18 of
the remaining issues representing $8,495,500 of the principal amount of
the Bonds are payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The portfolio
is divided for purpose of issue as follows: Certificates of
Participation 1, Coal Power 1, Corporate Purpose 1, Electric 1, Federally
Insured Mortgage 2, Hospital 7, Multi-Family 1, Nuclear Power 1, Port
Authority 1, Toll Revenue 1 and Water 1. For an explanation of the
significance of these factors see "The Trust--Portfolio" in Part B of this
Prospectus.

As of June 30, 1994, $3,445,500 (approximately 37.1% of the
aggregate principal amount of the Bonds) were original issue discount
bonds. Of these original issue discount bonds, $3,005,500 (approximately
32.4% of the aggregate principal amount of the Bonds) were Zero Coupon
Bonds. Zero Coupon Bonds do not provide for the payment of any current
interest and provide for payment at maturity at par value unless sooner
sold or redeemed. The market value of Zero Coupon Bonds is subject to
greater fluctuations than coupon bonds in response to changes in interest
rates. Approximately 8.3% of the aggregate principal amount of the Bonds
in the Trust were purchased at a "market" discount from par value at
maturity, approximately 54.6% were purchased at a premium and none were
purchased at par. For an explanation of the significance of these factors
see "Discount and Zero Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

June 30, 1992 14,000 $626.69 $45.78 $46.42 $46.51 -0-
June 30, 1993 14,000 628.21 45.72 46.40 46.51 -0-
June 30, 1994 14,000 504.22 39.47 39.99 43.57 $94.66

<PAGE>

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, 40th Discount Series:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, 40th Discount Series
as of June 30, 1994, and the related statements of operations, and
changes in net assets for each of the years in the three year period
then ended. These financial statements are the responsibility of the
Trustee (see note 2). Our responsibility is to express an opinion on
these financial statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Insured
Municipal Securities Trust, 40th Discount Series as of June 30, 1994, and
the results of its operations and the changes in its net assets for each
of the years in the three year period then ended, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>

<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 40TH DISCOUNT SERIES

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $7,034,623) $ 6,864,101

Excess of other assets over total liabilities 194,929
-----------

Net assets (14,000 units of fractional undivided
interest outstanding, $504.22 per unit) $ 7,059,030
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

Statements of Operations
<CAPTION>
Years ended June 30,
----------- ----------- -----------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Investment income - interest $ 589,035 693,845 725,819
----------- ----------- -----------

Expenses:
Trustee's fees 9,891 11,197 10,740
Evaluator's fees 3,359 2,974 3,060
Sponsor's advisory fee 3,445 3,445 3,500
----------- ----------- -----------

Total expenses 16,695 17,616 17,300
----------- ----------- -----------

Investment income, net 572,340 676,229 708,519
----------- ----------- -----------

Realized and unrealized gain (loss)
on investments:
Realized loss on bonds
sold or called (100,528) (1,035) (2,355)
Unrealized appreciation
(depreciation) for the year (325,019) (9,463) 101,990
----------- ----------- -----------

Net gain (loss)
on investments (425,547) (10,498) 99,635
----------- ----------- -----------

Net increase in net
assets resulting
from operations $ 146,793 665,731 808,154
=========== =========== ===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, 40TH DISCOUNT SERIES

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 572,340 676,229 708,519
Realized loss on
bonds sold or called (100,528) (1,035) (2,355)
Unrealized appreciation (depreciation)
on investments for the year (325,019) (9,463) 101,990
------------ ------------ ------------

Net increase in net
assets resulting
from operations 146,793 665,731 808,154

Distributions to certificateholders:
Investment income 557,432 644,530 648,306
Principal 1,325,240 - -
------------ ------------ ------------

Total distributions 1,882,672 644,530 648,306
------------ ------------ ------------

Total increase (decrease) (1,735,879) 21,201 159,848

Net assets at beginning of year 8,794,909 8,773,708 8,613,860
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $275,133, $320,564 and
$290,382, respectively) $ 7,059,030 8,794,909 8,773,708
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 40TH DISCOUNT SERIES

Notes to Financial Statements

June 30, 1994, 1993 and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, 40th Discount Series (Trust) was
organized on December 1, 1988 (date of deposit) by Bear, Stearns &
Co. Inc. (Sponsor) under the laws of the State of New York by a Trust
Indenture and Agreement, and is registered under the Investment
Company Act of 1940.

(2) Summary of Significant Accounting Policies

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. No units have been redeemed since the inception of
the Trust.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 8,803,561
Less initial gross underwriting commission (484,196)

8,319,365

Accumulated cost of bonds sold or called (1,365,080)
Net unrealized depreciation (170,522)
Undistributed net investment income 275,133
Undistributed proceeds from bonds sold or called 134

Total $ 7,059,030

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 14,000 units
of fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $80,338.

INSURED MUNICIPAL SECURITIES TRUST, 40TH DISCOUNT SERIES
Portfolio
June 30, 1994

Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- ----- ----------- ------------------------- ------- ------------ --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 310,000 Municipality of Anchorage AAA 8.125% No Sinking Fund $ 335,699
Alaska 1986 Gen. Oblig. 6/01/2011 6/01/96 @ 102 Ref.
Wtr. Bonds (Financial
Guaranty) (5)

2 100,000 Arizona Muni. Finc. Prgm. AAA 8.750 8/01/99 @ 100 S.F. 112,215
Certs. of Part. Series 14 8/01/2003 8/01/97 @ 101 Ref.
(BIG) (5)

3 300,000 Delaware River Port Auth. AAA 9.375 No Sinking Fund 317,736
Penn. & N.J. Delaware 1/01/2011 1/01/95 @ 103 Ref.
Bridges Rev. Bonds Series
1985 (AMBAC) (5)

4 650,000 City of Dunedin Fla. Hosp. AAA 8.900 10/01/97 @ 100 S.F. 697,502
Rev. Bonds Series 1985 10/01/1999 10/01/95 @ 102 Ref.
(Mease Hosp. & Clinic
Prjt.) (MBIA) (5)

5 650,000 Burke Cnty. Ga. Dev. Auth. AAA 11.750 11/01/96 @ 100 S.F. 680,446
Poll. Cntrl. Rev. Bonds 11/01/2014 11/01/94 @ 102 Ref.
(Oglethorpe Pwr.
Corp-Vogtle Prjt.)
(Financial Guaranty)

6 220,000 Carbondale Ill. Hosp. Rev. AAA 6.875 3/01/99 @ 100 S.F. 224,932
Rfndg. Bonds Series 1987 3/01/2015 3/01/97 @ 102 Ref.
(Southern Ill. Hosp.
Serv.) (MBIA Corp.)

7 300,000 Chicago Cook Cnty. Ill. AAA 6.000 1/01/99 @ 100 S.F. 309,321
Gen. Oblig. Prjt. & Rfndg. 1/01/2013 1/01/97 @ 100 Ref.
Bonds Series 1987 (MBIA
Corp.) (5)

8 175,000 Chicago Heights Cook Cnty. AAA 9.500 No Sinking Fund 193,846
Ill. Gen. Oblig. Corp. 12/01/2004 6/01/96 @102 Ref.
Purp. Bonds Series 1985A
(MBIA)

9 650,000 Hazel Crest Ill. Hosp. AAA 9.125 No Sinking Fund 739,804
Facs. Rev. Rfndg. and 7/01/2017 7/01/97 @ 102 Ref.
Imprvmt. Bonds (So.
Suburban Prjt.) (BIG) (5)

10 250,000 Northwest Suburban Muni. AAA 5.750 No Sinking Fund 235,620
Joint Action Wtr. Agncy. 5/01/2012 5/01/96 @ 100 Ref.
(Cook, DuPage & Kane
Cntys. Ill.) Wtr. Supl.
Sys. Rev. Bonds Series
1986 (MBIA)

11 430,000 Village of Palantine Ill. AAA 9.500 No Sinking Fund 517,617
Corp. Purp. Bonds Series 1/01/2011 1/01/00 @ 102 Ref.
1985 Unlimited Tax (MBIA)

12 440,000 Indiana State Toll Finc. AAA 6.875 1/01/99 @ 100 S.F. 450,815
Auth. Toll Rd. Rev. Rfndg. 7/01/2012 1/01/97 @ 102 Ref.
Bonds (Financial Guaranty)

13 $ 100,000 Louisiana Pub. Facs. Auth. AAA 9.375% No Sinking Fund $ 108,263
Hosp. Rev. Rfnds. Bonds 11/01/2005 11/01/95 @ 102 Ref.
(Genl. Hlth. Inc.) Series
1985 (MBIA) (5)

14 100,000 Mich. St. Hsg. Dev. Auth. AAA 8.875 7/01/98 @ 100 S.F. 104,888
Multi-Fam. Ins. Hsg. Bonds 7/01/2017 7/01/95 @ 103 Ref.
1985 Series A (Financial
Guaranty)

15 100,000 Kent Mich. Hosp. Finc. AAA 9.000 No Sinking Fund 107,782
Auth. Hosp. Rev. Bonds 11/01/2010 11/01/95 @ 102 Ref.
(Pinerest Christian Hosp.
Assoc.) Series A 1985
(Financial Guaranty) (5)

16 650,000 Mercer Cnty. N.D. Poll. AAA 10.500 12/30/96 @ 100 S.F. 683,846
Cntrl. Rev. Bonds Series 6/30/2013 12/30/94 @ 102 Ref.
1984 (Basin Elec. Pwr.
Co-op. Antelope Valley
Station) (AMBAC)

17 650,000 Sam Rayburn Tx. Muni. Pwr. AAA 9.250 9/01/99 @ 100 S.F. 697,834
Agncy. Pwr. Supl. Sys. 9/01/2008 9/01/95 @ 102 Ref.
Rev. Bonds (MBIA) (5)

18 100,000 Washington St. Hlth. Care AAA 9.000 7/01/97 @ 100 S.F. 106,757
Facs. Auth. Rev. Bonds 1/01/2011 7/01/95 @ 102 Ref.
Everett General Hosp.
(Financial Guaranty)

19 100,000 Washington Hlth. Care AAA 9.500 No Sinking Fund 108,031
Facs. Auth. Rev. Bonds 10/01/2005 10/01/95 @ 102 Ref.
Rfndg. Series 1985
(Overlake Hosp. Med. Cntr.
Bellevue) (MBIA) (5)

20 2,705,500 Ill. Hsg. Dev. Auth. AAA 0.000 No Sinking Fund 119,502
Multi-Fam. Hsg. Rev. Bonds 7/01/2025 None
1983 Series A (BIG)

21 300,000 Md. Community Dev. Admin. AAA 0.000 No Sinking Fund 11,645
Dept. of Econ. and 5/15/2027 None
Community Dev. Multi-Fam.
Hsg. Rev. Bonds (Insrd.
Mtg. Loans) 1985 Series C
(BIG)
----------- ---------

$ 9,280,500 $ 6,864,101
=========== =========

See accompanying footnotes to the portfolio and notes to the financial statements
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 40TH DISCOUNT SERIES

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth
under "Description of Bond Ratings" in Part B of this Prospectus.

(3) At June 30, 1994, the net unrealized depreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 208,211
Gross unrealized depreciation (378,733)

Net unrealized depreciation $ (170,522)

(4) The annual interest income, based upon bonds held at June 30,
1994, (excluding accretion of original issue discount on zero-coupon
bonds) to the Trust is $564,950.

(5) The bonds have been prerefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

<PAGE>

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

SERIES 13

The Trust is a unit investment trust designated Series 13 ("Insured
Municipal Trust") with an underlying portfolio of long-term insured tax-
exempt bonds issued by or on behalf of states, municipalities and public
authorities and was formed to preserve capital and to provide interest
income (including, where applicable, earned original issue discount)
which, in the opinions of bond counsel to the respective issuers, is, with
certain exceptions, currently exempt from regular federal income tax under
existing law but may be subject to state and local taxes. Capital gains
are subject to tax. (See "Tax Status" and "The Trust--Portfolio" in
Part B of this Prospectus.) The Sponsor is Bear, Stearns & Co. Inc. The
value of the Units of the Trust will fluctuate with the value of the
underlying bonds. Minimum purchase: 1 Unit.

Investors should retain both parts of this
Prospectus for future reference.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." Some of the Bonds may be "Zero Coupon Bonds", which are
original issue discount bonds that provide for payment at maturity at par
value, but do not provide for the payment of any current interest. Some
of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond
has the right to call such Bond prior to its stated maturity date (and
other than pursuant to sinking fund provisions) and to issue new bonds
("Refunding Bonds") in order to finance the redemption. Issuers typically
utilize refunding calls in order to take advantage of lower interest rates
in the marketplace. Some of these Refunded Bonds may be called for
redemption pursuant to pre-refunding provisions ("Pre-Refunded Bonds")
whereby the proceeds from the issue of the Refunding Bonds are typically
invested in government securities in escrow for the benefit of the holders
of the Pre-Refunded Bonds until the refunding call date. Usually, Pre-
Refunded Bonds will bear a triple-A rating because of this escrow. The
issuers of Pre-Refunded Bonds must call such Bonds on their refunding call
date. Therefore, as of such date, the Trust will receive the call price
for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds, if any, as
of the Evaluation Date, see "Notes to Financial Statements" in this
Part A. Some of the Bonds in the portfolio may have been purchased at an
aggregate premium over par. All of the Bonds in the Trust were rated
"AAA" by Standard & Poor's Corporation at the time originally deposited in
the Trust. This rating results from insurance relating only to the Bonds
in the Trust and not to Units of the Trust. The insurance does not remove
market risk, as it does not guarantee the market value of the Units. For
a discussion of the significance of such ratings, see "Description of Bond
Ratings" in Part B of this Prospectus, and for a list of ratings on the
Evaluation Date see the "Portfolio." The payment of interest and
preservation of capital are, of course, dependent upon the continuing
ability of issuers of the Bonds or the insurers thereof to meet their
obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with
an understanding of the risks which an investment in long-term fixed rate
debt obligations may entail, including the risk that the value of the
underlying portfolio will decline with increases in interest rates, and
that the value of Zero Coupon Bonds is subject to greater fluctuation than
coupon bonds in response to changes in interest rates. Each Unit in the
Trust represents a 1/4962nd undivided interest in the principal and net
income of the Trust. The principal amount of Bonds deposited in the Trust
per Unit is reflected in the Summary of Essential Information. (See
"Organization" in Part B of this Prospectus.) The Units being offered
hereby are issued and outstanding Units which have been purchased by the
Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investors Assurance Corporation ("MBIA Corp."), will
also cover any accelerated payments of principal and the increase in
interest payments or premiums, if any, payable upon mandatory redemption
of the Bonds if interest on any Bonds is ultimately deemed to be subject
to regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each insurance company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 19.1%; Bond Investor's Guaranty
("BIG"), 8.3%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 19.2%; Municipal Bond Insurance Association ("MBIA"), 33.2%;
and MBIA Corp., 20.2%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 4.9% of
the Public Offering Price, or 5.152% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement is added to the Public Offering Price. If Units had been
purchased on the Evaluation Date, the Public Offering Price per Unit would
have been $870.06 plus accrued interest of $13.53 under the monthly
distribution plan, $18.54 under the semi-annual distribution plan and
$50.82 under the annual distribution plan, for a total of $883.59, $888.60
and $920.88, respectively. The Public Offering Price per Unit can vary on
a daily basis in accordance with fluctuations in the aggregate bid price
of the Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each Trust are offered to investors on a "dollar price" basis (using the
computation method previously described under the "Public Offering Price")
as distinguished from a "yield price" basis often used in offerings of tax
exempt bonds (involving the lesser of the yield as computed to maturity of
bonds or to an earlier redemption date). Since they are offered on a
dollar price basis, the rate of return on an investment in Units of each
Trust is measured in terms of "Estimated Current Return" and "Estimated
Long Term Return".

The Estimated Net Annual Interest Income per Unit of the Trust will
vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to the Trust and with the redemption, maturity, sale
or other disposition of the Bonds in the Trust. The Public Offering Price
will vary with the changes in the bid prices of the Bonds. Therefore,
there is no assurance that the present Estimated Current Return or
Estimated Long Term Return will be realized in the future. (For the
Estimated Current Return to Certificateholders under the monthly, semi-
annual and annual distribution plans, see "Summary of Essential
Information". See "Estimated Long Term Return and Estimated Current
Return" in Part B of this Prospectus.)

A schedule of cash flow projections is available from the Sponsor
upon request.

DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually
depending upon the plan of distribution applicable to the Unit purchased.
A purchaser of a Unit in the secondary market will initially receive
distributions in accordance with the distribution plan chosen by the prior
owner of such Unit and may thereafter change the plan as provided under
"Interest and Principal Distributions" in Part B of the Prospectus.
Distributions of principal, if any, will be made semi-annually on June 15
and December 15 of each year. (See "Rights of Certificateholders--
Interest and Principal Distributions" in Part B of this Prospectus. For
estimated monthly, semi-annual and annual interest distributions, see
"Summary of Essential Information.")

MARKET FOR UNITS. The Sponsor, although not obligated to do so,
intends to maintain a secondary market for the Units at prices based on
the aggregate bid price of the Bonds in the Trust portfolio. The reoffer
price will be based on the aggregate bid price of the Bonds plus a sales
charge of 4.9% of the Public Offering Price (5.152% of the net amount
invested), plus net accrued interest. If a market is not maintained a
Certificateholder will be able to redeem his Units with the Trustee at a
price also based on the aggregate bid price of the Bonds. (See
"Liquidity--Sponsor Repurchase" and "Public Offering--Offering Price" in
Part B of this Prospectus.)

TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their
regular interest distributions, and principal distributions, if any,
reinvested in available series of "Insured Municipal Securities Trust" or
"Municipal Securities Trust." (See "Total Reinvestment Plan" in Part B of
this Prospectus. Residents of Texas, see "Total Reinvestment Plan for
Texas Residents" in Part B of this Prospectus.) The Plan is not designed
to be a complete investment program.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
SERIES 13

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: December 1, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$4,200,000 $1.00 per Unit.
Number of Units .............4,962 Weighted Average Life to
Fractional Undivided Inter- Maturity: 12.8 Years.
est in Trust per Unit .....1/4962 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$846.43 value of Trust is less than
Secondary Market Public $2,000,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$4,105,705+++ The earlier of December 31,
Divided by 4,962 Units ....$827.43 2037 or the disposition of
Plus Sales Charge of 4.9% the last Bond in the Trust.
of Public Offering Price $42.63 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$870.06+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $1.06 per $1,000; semi-
Repurchase Price annual plan $.61 per $1,000;
per Unit ..................$827.43+ and annual plan is $.36 per
+++ $1,000.
Evaluator: Kenny S&P
++++ Evaluation Services.
Excess of Secondary Market Evaluator's Fee for Each
Public Offering Price Evaluation: Minimum of $15
over Redemption and plus $.25 per each issue of
Sponsor's Repurchase Bonds in excess of 50 issues
Price per Unit ............$42.63++++ (treating separate maturities
Difference between Public as separate issues).
Offering Price per Unit Sponsor: Bear, Stearns & Co.
and Principal Amount per Inc.
Unit Premium/(Discount) ...$23.63 Sponsor's Annual Fee: Maximum
Evaluation Time: 4:00 p.m. of $.25 per $1,000 principal
New York Time. amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $65.51 $65.51 $65.51
Less estimated annual fees and
expenses ............................ 1.69 1.15 .97
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $63.82 $64.36 $64.54
Estimated interest distribution# ...... 5.31 32.18 64.54
Estimated daily interest accrual# ..... .1772 .1787 .1792
Estimated current return#++ ........... 7.34% 7.40% 7.42%
Estimated long term return++ .......... 5.41% 5.47% 5.49%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $13.53 monthly,
$18.54 semi-annually and $50.82 annually.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 16 issues representing
obligations of issuers located in 11 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 9.5% of the Bonds are
obligations of state and local housing authorities; approximately 27.3%
are hospital revenue bonds; approximately 8.3% were issued in connection
with the financing of nuclear generating facilities; and none are
"mortgage subsidy" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund
or call provisions. The Bonds may also be subject to other calls, which
may be permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of excess
or unanticipated revenues). Two of the issues representing $405,000 of
the principal amount of the Bonds are general obligation bonds. All 14 of
the remaining issues representing $3,795,000 of the principal amount of
the Bonds are payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The portfolio
is divided for purpose of issue as follows: Coal Power 3, Electric 1,
Federally Insured Mortgage 1, Hospital 3, Multi-Family Housing 1, Nuclear
Power 1, Toll Revenue 1, Utility 1, Utility and Reclamation 1 and Water 1.
For an explanation of the significance of these factors see "The Trust--
Portfolio" in Part B of this Prospectus.

As of June 30, 1994, $1,200,000 (approximately 28.6% of the
aggregate principal amount of the Bonds) were original issue discount
bonds. Of these original issue discount bonds, $250,000 (approximately
5.9% of the aggregate principal amount of the Bonds) were Zero Coupon
Bonds. Zero Coupon Bonds do not provide for the payment of any current
interest and provide for payment at maturity at par value unless sooner
sold or redeemed. The market value of Zero Coupon Bonds is subject to
greater fluctuations than coupon bonds in response to changes in interest
rates. Approximately 11.9% of the aggregate principal amount of the Bonds
in the Trust were purchased at a "market" discount from par value at
maturity, approximately 59.5% were purchased at a premium and none were
purchased at par. For an explanation of the significance of these factors
see "Discount and Zero Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

June 30, 1992 5,000 $1,039.81 $76.32 $77.00 $77.22 -0-
June 30, 1993 5,000 1,052.12 76.32 76.97 77.18 -0-
June 30, 1994 4,962 848.93 64.74 65.36 71.87 $153.34

<PAGE>

FINANCIAL, IMST, SERIES 13

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, Series 13:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, Series 13 as of June
30, 1994, and the related statements of operations, and changes in net
assets for each of the years in the three year period then ended.
These financial statements are the responsibility of the Trustee (see
note 2). Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Insured
Municipal Securities Trust, Series 13 as of June 30, 1994, and the
results of its operations and the changes in its net assets for each
of the years in the three year period then ended, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>

<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 13

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $4,009,432) $ 4,105,675

Excess of other assets over total liabilities 106,703
-----------

Net assets ( 4,962 units of fractional undivided
interest outstanding, $848.93 per unit) $ 4,212,378
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 13

Statements of Operations
<CAPTION>
Years ended June 30,
----------- ----------- -----------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Investment income - interest $ 326,311 392,031 410,320
----------- ----------- -----------

Expenses:
Trustee's fees 5,052 5,783 5,599
Evaluator's fees 1,124 991 1,020
Sponsor's advisory fee 1,250 1,250 1,250
----------- ----------- -----------

Total expenses 7,426 8,024 7,869
----------- ----------- -----------

Investment income, net 318,885 384,007 402,451

Realized and unrealized gain (loss)
on investments:
Realized loss on bonds
sold or called (30,488) - -
Unrealized appreciation
(depreciation) for the year (213,355) 60,258 120,070
----------- ----------- -----------

Net gain (loss)
on investments (243,843) 60,258 120,070
----------- ----------- -----------

Net increase in net
assets resulting
from operations $ 75,042 444,265 522,521
=========== =========== ===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 13

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 318,885 384,007 402,451
Realized loss on bonds
sold or called (30,488) - -
Unrealized appreciation
(depreciation) for the year (213,355) 60,258 120,070
------------ ------------ ------------

Net increase in net
assets resulting
from operations 75,042 444,265 522,521
------------ ------------ ------------

Distributions to Certificateholders:
Investment income 322,660 382,726 382,780
Principal 760,873 - -
Redemptions:
Interest 631 - -
Principal 39,097 - -
------------ ------------ ------------

Total distributions
and redemptions 1,123,261 382,726 382,780
------------ ------------ ------------

Total increase (decrease) (1,048,219) 61,539 139,741

Net assets at beginning of year 5,260,597 5,199,058 5,059,317
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $111,384, $115,790 and
$114,509, respectively) $ 4,212,378 5,260,597 5,199,058
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 13

Notes to Financial Statements

June 30, 1994, 1993 and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, Series 13 (Trust) was organized
on December 1, 1988 by Bear, Stearns & Co. Inc. (Sponsor) under the
laws of the State of New York by a Trust Indenture and Agreement, and
is registered under the Investment Company Act of 1940.

(2) Summary of Significant Accounting Policies

Investments are carried at market value which is determined by either
Standard & Poor's Corporation or Moody's Investors Service Inc.
(Evaluator) as discussed in Footnotes to Portfolio. The market value
of the investments is based upon the bid prices for the bonds at the
end of the period, except that the market value on the date of
deposit represents the cost to the Trust based on the offering prices
for investments at that date. The difference between cost (including
accumulated accretion of original issue discount on zero-coupon
bonds) and market value is reflected as unrealized appreciation
(depreciation) of investments. Securities transactions are recorded
on the trade date. Realized gains (losses) from securities
transactions are determined on the basis of average cost of the
securities sold or redeemed.

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. 38 units were redeemed in the year ended June 30,
1994. No units were redeemed in the years ended June 30, 1993 and
1992.

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 5,084,341
Less initial gross underwriting commission (249,132)

4,835,209

Accumulated cost of bonds sold or called (830,488)
Net unrealized appreciation 96,243
Undistributed net investment income 111,384
Undistributed proceeds from bonds sold or called 30

Total $ 4,212,378

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 5,000 units of
fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $4,711.

INSURED MUNICIPAL SECURITIES TRUST, SERIES 13
Portfolio
June 30, 1994

Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- --- ----------- --------------------- -------- ------------ --------------------- ---------
<S><C> <C> <C> <C> <C> <C>
1 $ 205,000 Municipality of AAA 8.125% 6/01/02 @ 100 S.F. $ 221,995
Anchorage, Alaska 6/01/2011 6/01/96 @ 102 Ref.
1986 Gen. Oblig. Wtr.
Bonds (Financial
Guaranty) (5)

2 395,000 City of Dunedin Fla. AAA 8.900 No Sinking Fund 423,867
Hosp. Rev. Bonds 10/01/1999 10/01/95 @ 102 Ref.
Series 1985 (Mease
Hosp. & Clinic Prjt.)
(MBIA) (5)

3 350,000 Burke Cnty. Ga. Dev. AAA 11.750 No Sinking Fund 366,394
Auth. Poll. Cntrl. 11/01/2014 11/01/94 @ 102 Ref.
Rev. Bonds
(Oglethorpe Pwr.
Corp. - Vogtle Prjt.)
(Financial Guaranty)

4 400,000 Carbondale Ill. Hosp. AAA 6.875 3/01/07 @ 100 S.F. 408,968
Rev. Rfndg. Bonds 3/01/2015 3/01/97 @ 102 Ref.
Series 1987 (Southern
Ill. Hosp. Serv.)
(MBIA Corp.)

5 200,000 City of Chicago Cook AAA 6.000 1/01/12 @ 100 S. F. 206,214
Cnty. Ill. Gen. 1/01/2013 1/01/97 @ 100 Ref.
Oblig. Prjt. & Rfndg.
Bonds Series 1987
(MBIA Corp.) (5)

6 350,000 Hazel Crest Ill. AAA 9.125 7/01/99 @ 100 S.F. 398,356
Hosp. Facs. Rev. 7/01/2017 7/01/97 @ 102 Ref.
Rfndg. and Imprvmnt.
Bonds (So. Suburban
Prjt.) (BIG) (5)

7 400,000 Northwest Suburban AAA 5.750 5/01/09 @ 100 S.F. 376,992
Muni. Joint Action 5/01/2012 5/01/96 @ 100 Ref.
Wtr. Agncy. (Cook,
DuPage & Kane Cntys.
Ill.) Wtr. Supl. Sys.
Rev. Bonds Series
1986 (MBIA)

8 100,000 Indiana State Toll AAA 6.875 7/01/08 @ 100 S.F. 102,458
Finc. Auth. Toll. Rd. 7/01/2012 1/01/97 @ 102 Ref.
Rev. Rfndg. Bonds
(Financial Guaranty)

9 50,000 Parish of West AAA 12.000 No Sinking Fund 53,492
Feliciana St. of La. 5/01/2014 1/01/95 @ 103 Ref.
Poll. Cntrl. Rev.
Bonds (Gulf Sts.
Utils. Co. Prjt.)
Series 1984D (AMBAC)

10 150,000 Mich. St. Hsg. Dev. AAA 8.875 1/01/04 @ 100 S.F. 157,332
Auth. Multi-Fam. 7/01/2017 7/01/95 @ 103 Ref.
Insrd. Hsg. Bonds
1985 Series A
(Financial Guaranty)

11 350,000 Mercer Cnty. N.D. AAA 10.500 6/30/09 @ 100 S.F. 368,225
Poll. Contrl. Rev. 6/30/2013 12/30/94 @ 102 Ref.
Bonds Series 1984
(Basin Elec. Pwr
Co-op. Antelope
Valley Station)
(AMBAC)

12 350,000 Sam Rayburn Tx. Muni. AAA 9.250 9/01/04 @ 100 S.F. 375,756
Pwr. Agncy Pwr. Supl. 9/01/2008 9/01/95 @ 102 Ref.
Sys. Rev. Bonds
(MBIA) (5)

13 300,000 Dallas Cnty. Tex. AAA 8.300 2/15/09 @ 100 S.F. 333,369
Util. & Reclamation 2/15/2016 2/15/98 @ 100 S.F.
Dstrct. Unlmtd. Ad
Valorem Tax Bonds
Series 1987 (MBIA
Corp.)(5)

14 150,000 Intermountain Pwr. AAA 5.000 7/01/10 @ 100 S.F. 130,491
Agncy. Utah Pwr. 7/01/2012 1/01/97 @ 100 Ref.
Supl. Rev. Rfndg.
Bonds Series 1987 A
(MBIA Corp.)

15 200,000 Intermountain Pwr. AAA 5.000 7/01/10 @ 100 S.F. 173,219
Agncy. Utah Pwr. 7/01/2013 7/01/96 @ 100 Ref.
Supl. Rev. Rfndg.
Bonds, 1986 Series F
(AMBAC)

16 250,000 Santa Clara Calif. AAA 0.000 4/01/07 @ 13.074 S.F. 8,547
Hsg. Auth. Multi-Fam. 4/01/2026 10/01/03 @ 8.987 Ref.
Hsg. Rev. Bonds
Series 1984A (FHA
Insrd. Mtg.
Loan-Cedar Glen
Aptmnts. Prjt.)
(MBIA)
----------- ---------

$ 4,200,000 $ 4,105,675
=========== =========

See accompanying footnotes to financial statements and portfolio.

</TABLE>
<PAGE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 13

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth under
"Description of Bond Ratings" in Part B of this Prospectus.

(3) At June 30, 1994, the net unrealized appreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 250,480
Gross unrealized depreciation (154,237)

Net unrealized appreciation $ 96,243

(4) The annual interest income, (excluding accretion of original issue
discount on zero-coupon bonds), based upon bonds held at June 30,
1994, to the Trust is $325,086.

(5) The bonds have been prerefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

<PAGE>

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

41ST DISCOUNT SERIES
(MULTIPLIER PORTFOLIO)

The Trust is a unit investment trust designated 41st Discount Series
("Insured Municipal Discount Trust") with an underlying portfolio of long-
term insured tax-exempt bonds issued by or on behalf of states,
municipalities and public authorities and was formed to preserve capital
and to provide interest income (including, where applicable, earned
original issue discount) which, in the opinions of bond counsel to the
respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law but may be subject to state
and local taxes. Capital gains are subject to tax. (See "Tax Status" and
"The Trust--Portfolio" in Part B of this Prospectus.) The Sponsor is
Bear, Stearns & Co. Inc. The value of the Units of the Trust will
fluctuate with the value of the underlying bonds. Minimum purchase: 1
Unit.

Investors should retain both parts of this
Prospectus for future reference.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." The Bonds were acquired at prices which resulted in the
portfolio as a whole being purchased at a deep discount from par value.
The portfolio may also include bonds issued at an original issue discount.
Additionally, some of the Bonds in the portfolio may be "Zero Coupon
Bonds," which are original issue discount bonds that provide for payment
at maturity at par value, but do not provide for the payment of any
current interest. Some of the Bonds in the Trust have been issued with
optional refunding or refinancing provisions ("Refunded Bonds") whereby
the issuer of the Bond has the right to call such Bond prior to its stated
maturity date (and other than pursuant to sinking fund provisions) and to
issue new bonds ("Refunding Bonds") in order to finance the redemption.
Issuers typically utilize refunding calls in order to take advantage of
lower interest rates in the marketplace. Some of these Refunded Bonds may
be called for redemption pursuant to pre-refunding provisions ("Pre-
Refunded Bonds") whereby the proceeds from the issue of the Refunding
Bonds are typically invested in government securities in escrow for the
benefit of the holders of the Pre-Refunded Bonds until the refunding call
date. Usually, Pre-Refunded Bonds will bear a triple-A rating because of
this escrow. The issuers of Pre-Refunded Bonds must call such Bonds on
their refunding call date. Therefore, as of such date, the Trust will
receive the call price for such bonds but will cease receiving interest
income with respect to them. For a list of those Bonds which are Pre-
Refunded Bonds, if any, as of the Evaluation Date, see "Notes to Financial
Statements" in this Part A. Some of the Bonds in the portfolio may have
been purchased at an aggregate premium over par. All of the Bonds in the
Trust were rated "AAA" by Standard & Poor's Corporation at the time
originally deposited in the Trust. This rating results from insurance
relating only to the Bonds in the Trust and not to the Units of the Trust.
The insurance does not remove market risk, as it does not guarantee the
market value of the Units. For a discussion of the significance of such
ratings, see "Description of Bond Ratings" in Part B of this Prospectus,
and for a list of ratings on the Evaluation Date see the "Portfolio." The
payment of interest and preservation of capital are, of course, dependent
upon the continuing ability of issuers of the Bonds or the insurers
thereof to meet their obligations. There can be no assurance that the
Trust's investment objectives will be achieved. Investment in the Trust
should be made with an understanding of the risks which an investment in
long-term fixed rate debt obligations may entail, including the risk that
the value of the underlying portfolio will decline with increases in
interest rates, and that the value of Zero Coupon Bonds is subject to
greater fluctuation than coupon bonds in response to changes in interest
rates. Each Unit in the Trust represents a 1/15000th undivided interest
in the principal and net income of the Trust. The principal amount of
Bonds deposited in the Trust per Unit is reflected in the Summary of
Essential Information. (See "Organization" in Part B of this Prospectus.)
The Units being offered hereby are issued and outstanding Units which have
been purchased by the Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investors Assurance Corporation ("MBIA Corp."), will
also cover any accelerated payments of principal and the increase in
interest payments or premiums, if any, payable upon mandatory redemption
of the Bonds if interest on any Bonds is ultimately deemed to be subject
to regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims-paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each Insurance Company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 11.3%; Bond Investors Guaranty
("BIG"), 59.9%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 13.9%; and Municipal Bond Insurance Association ("MBIA"),
14.9%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 5.5% of
the Public Offering Price, or 5.820% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement, including earned original issue discount, is added to the
Public Offering Price. If Units had been purchased on the Evaluation
Date, the Public Offering Price per Unit would have been $440.72 plus
accrued interest of $7.84 under the monthly distribution plan, $10.42
under the semi-annual distribution plan and $27.91 under the annual
distribution plan, for a total of $448.56, $451.14 and $468.63,
respectively. The Public Offering Price per Unit can vary on a daily
basis in accordance with fluctuations in the aggregate bid price of the
Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

A schedule of cash flow projections is available from the Sponsor
upon request.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
41ST DISCOUNT SERIES

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: December 22, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$8,821,000 $1.00 per Unit.
Number of Units .............15,000 Weighted Average Life to
Fractional Undivided Inter- Maturity: 16 Years.
est in Trust per Unit .....1/15000 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$588.07 value of Trust is less than
Secondary Market Public $6,000,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$6,247,156+++ The earlier of December 31,
Divided by 15,000 Units ...$416.48 2037 or the disposition of
Plus Sales Charge of 5.5% the last Bond in the Trust.
of Public Offering Price $24.24 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$440.72+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $.77 per $1,000; semi-
Repurchase Price annual plan $.32 per $1,000;
per Unit ..................$416.48+ and annual plan is $.32 per
+++ $1,000.
++++ Evaluator: Kenny S&P
Excess of Secondary Market Evaluation Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $15
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............$24.24++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Bear, Stearns & Co.
Unit Premium/(Discount) ...$(147.35) Inc.
Evaluation Time: 4:00 p.m. Sponsor's Annual Fee: Maximum
New York Time. of $.25 per $1,000 principal
amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $35.74 $35.74 $35.74
Less estimated annual fees and
expenses ............................ 1.18 .76 .75
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $34.56 $34.98 $34.99
Estimated interest distribution# ...... 2.88 17.49 34.99
Estimated daily interest accrual# ..... .0960 .0971 .0971
Estimated current return#++ ........... 7.84% 7.94% 7.94%
Estimated long term return++ .......... 5.89% 5.99% 5.99%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $7.84 monthly,
$10.42 semi-annually and $27.91 annually.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 12 issues representing
obligations of issuers located in 7 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 35% of the Bonds are
obligations of state and local housing authorities; approximately 19.8%
are hospital revenue bonds; approximately 6.8% were issued in connection
with the financing of nuclear generating facilities; and none are
"mortgage subsidy" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund
or call provisions. The Bonds may also be subject to other calls, which
may be permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of excess
or unanticipated revenues). One issue representing $270,000 of the
principal amount of the Bonds is a general obligation bond. All eleven of
the remaining issues representing $8,551,000 of the principal amount of
the Bonds are payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The portfolio
is divided for purpose of issue as follows: College 1, Coal Power 1,
Electric 1, Federally Assisted Mortgage 1, Hospital 3, Nuclear Power 1,
Utility 1, Waste Water 1, and Water and Sewer 1. For an explanation of
the significance of these factors see "The Trust--Portfolio" in Part B of
this Prospectus.

As of June 30, 1994, $3,546,000 (approximately 40.1% of the
aggregate principal amount of the Bonds) were original issue discount
bonds. Of these original issue discount bonds, $3,096,000 (approximately
35% of the aggregate principal amount of the Bonds) were Zero Coupon
Bonds. Zero Coupon Bonds do not provide for the payment of any current
interest and provide for payment at maturity at par value unless sooner
sold or redeemed. The market value of Zero Coupon Bonds is subject to
greater fluctuations than coupon bonds in response to changes in interest
rates. None of the aggregate principal amount of the Bonds in the Trust
were purchased at a "market" discount from par value at maturity,
approximately 59.9% were purchased at a premium and none were purchased at
par. For an explanation of the significance of these factors see
"Discount and Zero Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

June 30, 1992 15,000 $614.87 $46.44 $47.12 $47.16 -0-
June 30, 1993 15,000 589.42 46.05 46.71 47.12 $ 19.49
June 30, 1994 15,000 428.75 35.90 36.40 42.07 130.68

<PAGE>

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, 41st Discount Series:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, 41st Discount Series
as of June 30, 1994, and the related statements of operations, and
changes in net assets for each of the years in the three year period then
ended. These financial statements are the responsibility of the Trustee
(see note 2). Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Insured
Municipal Securities Trust, 41st Discount Series as of June 30, 1994,
and the results of its operations and the changes in its net assets for
each of the years in the three year period then ended in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>

<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $6,595,492) $ 6,247,081

Excess of other assets over total liabilities 184,151
-----------

Net assets ( 15,000 units of fractional undivided
interest outstanding, $428.75 per unit) $ 6,431,232
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES

Statements of Operations
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Investment income - interest $ 569,247 745,335 776,895
------------ ------------ ------------

Expenses:
Trustee's fees 9,086 12,338 11,971
Evaluator's fees 3,356 2,974 3,060
Sponsor's advisory fee 3,739 3,739 3,750
------------ ------------ ------------

Total expenses 16,181 19,051 18,781
------------ ------------ ------------

Investment income, net 553,066 726,284 758,114
------------ ------------ ------------

Realized and unrealized gain (loss)
on investments:
Realized loss on
bonds sold or called (162,100) (12,015) (353)
Unrealized appreciation
(depreciation) for the year (299,899) (110,251) 80,574
------------ ------------ ------------

Net gain (loss)
on investments (461,999) (122,266) 80,221
------------ ------------ ------------

Net increase in net
assets resulting
from operations $ 91,067 604,018 838,335
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 553,066 726,284 758,114
Realized loss on bonds
sold or called bonds sold or called (162,100) (12,015) (353)
Unrealized appreciation (depreciation)
of investments for the year (299,899) (110,251) 80,574
------------ ------------ ------------

Net increase in net
assets resulting
from operations 91,067 604,018 838,335
------------ ------------ ------------

Distributions to certificateholders:
Investment income 540,989 693,420 702,697
Principal 1,960,200 292,350 -
------------ ------------ ------------

Total distributions 2,501,189 985,770 702,697
------------ ------------ ------------

Total increase (decrease) (2,410,122) (381,752) 135,638

Net assets at beginning of year 8,841,354 9,223,106 9,087,468
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $266,356, $324,467 and
$291,603, respectively) $ 6,431,232 8,841,354 9,223,106
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES

Notes to Financial Statements

June 30, 1994, 1993 and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, 41st Discount Series (Trust) was
organized on December 22, 1988 (date of deposit) by Bear, Stearns &
Co. Inc. (Sponsor) under the laws of the State of New York by a Trust
Indenture and Agreement, and is registered under the Investment
Company Act of 1940.

(2) Summary of Significant Accounting Policies

United States Trus Company of New York (Trustee) has custody of and
responsibility for the accounting records and financial statements of
the Trust and is responsible for establishing and maintaining a
system of internal control related thereto.

Investments are carried at market value which is determined by either
Standard & Poor's Corporation or Moody's Investors Service, Inc.
(Evaluator) as discussed in Footnotes to Portfolio. The market value
of the investments is based upon the bid prices for the bonds at the
end of the period, except that the market value on the date of
deposit represents the cost to the Trust based on the offering prices
for investments at that date. The difference between cost (including
accumulated accretion of original issue discount on zero-coupon
bonds) and market value is reflected as unrealized appreciation
(depreciation) of investments. Securities transactions are recorded
on the trade date. Realized gains (losses) from securities
transactions are determined on the basis of average cost of the
securities sold or redeemed.

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. No units have been redeemed since the inception of
the Trust.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 9,386,013
Less initial gross underwriting commission (516,231)

8,869,782

Accumulated cost of bonds sold or called (2,356,570)
Net unrealized depreciation (348,411)
Undistributed net investment income 266,356
Undistributed proceeds from bonds sold or called 75

Total $ 6,431,232

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 15,000 units
of fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $82,280.
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES
Portfolio
June 30, 1994
<CAPTION>

Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- ----- ----------- --------------------- ------- ------------ --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 600,000 Burke Cnty. Ga. Poll. AAA 12.000% 10/01/96 @ 100 S.F. $ 624,468
Cntrl. Rev Bonds (Ga. 10/01/2014 10/01/94 @ 102 Ref.
Pwr. Co. Plant
Vogtle. Prjt.) 1st
Series 1984 (BIG)

2 500,000 Fulco Ga. Hosp. Auth. AAA 9.300 10/01/97 @ 100 S.F. 538,950
Rev. Bonds 10/01/2015 10/01/95 @ 102 Ref.
Anticipation Certs.
(St. Joseph's Hosp.
of Atlanta Proj.)
Series 1985 A (AMBAC)
(5)

3 600,000 Cherokee Cnty. Ga. AAA 9.125 8/01/01 @ 100 S.F. 644,010
Wtr. & Swrage. Auth. 8/01/2009 8/01/95 @ 102.5 Ref.
Rev. Bonds Series
1985 A (MBIA)(5)

4 625,000 Columbus Ga. Med. AAA 9.125 No Sinking Fund 665,625
Cntr. Hosp. Auth. 7/01/2005 7/01/95 @ 102 Ref.
Rev. Rfndg. Bonds
Anticipation Certs.
Series 1985 (BIG) (5)

5 270,000 Chicago Hts. Ill. AAA 9.000 No Sinking Fund 296,622
Gen. Oblig. Corp. 12/01/2006 6/1/96 @ 102 Ref
Purp. Bonds Series
1985 A (MBIA) (5)

6 510,000 N.J. Wastewtr. AAA 9.000 No Sinking Fund 583,236
Treatment Trust 9/01/2006 9/01/97 @ 102.25 Ref.
Insurd. Loan Rev.
Bonds Series 1987
(BIG)(5)

7 600,000 Farmington N.M. Util. AAA 9.750 5/15/00 @ 100 S.F. 666,090
Sys. Rev. Bonds 5/15/2013 5/15/96 @ 102 Ref.
Series 1985
(Financial Guaranty)
(5)

8 500,000 Mercer Cnty. N.D. AAA 10.500 12/30/96 @ 100 S.F. 526,035
Poll. Cntrl. Rev. 6/30/2013 12/30/94 @ 102 Ref.
Bonds Series 1984
(Basin Elec. Pwr.
Co-op. Antelope
Valley Station)
(AMBAC)

9 625,000 Charleston Cnty. S.C. AAA 9.125 10/01/97 @ 100 S.F. 672,369
Hosp. Fac. Rev. 10/01/2011 10/01/95 @ 102 Ref.
Rfndg. & Imprvmt.
Bonds (Roper Hosp.
Prjt.) Series 1985
(Financial Guaranty)
(5)

10 450,000 Intermountain Pwr. AAA 5.750 No Sinking Fund 409,482
Agency. Utah Spec. 7/01/2020 7/01/96 @ 100 Ref.
Oblig. Bonds Series
1986 C (BIG)

11 445,000 Weber State Cllg. AAA 9.400 No Sinking Fund 483,444
Utah State Bd. of 4/01/2007 4/01/96 @ 101 Ref.
Regents (Students
Facs. Sys.) Rfndg.
Rev. Bonds Series
1985 (MBIA)

12 3,096,000 Ill. Hsg. Dev. Auth. AAA 0.000 No Sinking Fund 136,750
Multi-Fam. Hsg. Rev. 7/01/2025 None
Bonds 1983 Series A
(BIG)
----------- ---------

$ 8,821,000 $ 6,247,081
=========== =========

See accompanying footnotes to portfolio and notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, 41ST DISCOUNT SERIES

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth
under "Description of Bond Ratings" in Part B of this Prospectus.

(3) At June 30, 1994, the net unrealized depreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 71,685
Gross unrealized depreciation (420,096)

Net unrealized depreciation $ (348,411)

(4) The annual interest income based on bonds held at June 30, 1994,
(excluding accretion of original issue discount on zero-coupon bonds)
to the Trust is $536,218.

(5) The bonds have been prefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

<PAGE>

NOTE: Part A of This Prospectus May Not Be
Distributed Unless Accompanied by Part B.

INSURED MUNICIPAL SECURITIES TRUST

SERIES 14

The Trust is a unit investment trust designated Series 14 ("Insured
Municipal Trust") with an underlying portfolio of long-term insured tax-
exempt bonds issued by or on behalf of states, municipalities and public
authorities and was formed to preserve capital and to provide interest
income (including, where applicable, earned original issue discount)
which, in the opinions of bond counsel to the respective issuers, is, with
certain exceptions, currently exempt from regular federal income tax under
existing law but may be subject to state and local taxes. Capital gains
are subject to tax. (See "Tax Status" and "The Trust--Portfolio" in
Part B of this Prospectus.) The Sponsor is Bear, Stearns & Co. Inc. The
value of the Units of the Trust will fluctuate with the value of the
underlying bonds. Minimum purchase: 1 Unit.

Investors should retain both parts of this
Prospectus for future reference.

Prospectus Part A Dated October 28, 1994

<PAGE>

THE TRUST. The Trust is a unit investment trust formed to preserve
capital and to provide interest income (including, where applicable,
earned original issue discount) which, in the opinions of bond counsel to
the respective issuers, is, with certain exceptions, currently exempt from
regular federal income tax under existing law through investment in a
fixed, diversified portfolio of long-term insured bonds (the "Bonds")
issued by or on behalf of states, municipalities and public authorities
which, because of irrevocable insurance, are rated "AAA" by Standard &
Poor's Corporation. Although the Supreme Court has determined that
Congress has the authority to subject interest on bonds such as the Bonds
in the Trust to regular federal income taxation, existing law excludes
such interest from regular federal income tax. Such interest income may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. (See "Tax Status" in Part B of this
Prospectus.) For a list of ratings on the Evaluation Date, see
"Portfolio." Some of the Bonds may be "Zero Coupon Bonds", which are
original issue discount bonds that provide for payment at maturity at par
value, but do not provide for the payment of any current interest. Some
of the Bonds in the Trust have been issued with optional refunding or
refinancing provisions ("Refunded Bonds") whereby the issuer of the Bond
has the right to call such Bond prior to its stated maturity date (and
other than pursuant to sinking fund provisions) and to issue new bonds
("Refunding Bonds") in order to finance the redemption. Issuers typically
utilize refunding calls in order to take advantage of lower interest rates
in the marketplace. Some of these Refunded Bonds may be called for
redemption pursuant to pre-refunding provisions ("Pre-Refunded Bonds")
whereby the proceeds from the issue of the Refunding Bonds are typically
invested in government securities in escrow for the benefit of the holders
of the Pre-Refunded Bonds until the refunding call date. Usually, Pre-
Refunded Bonds will bear a triple-A rating because of this escrow. The
issuers of Pre-Refunded Bonds must call such Bonds on their refunding call
date. Therefore, as of such date, the Trust will receive the call price
for such bonds but will cease receiving interest income with respect to
them. For a list of those Bonds which are Pre-Refunded Bonds, if any, as
of the Evaluation Date, see "Notes to Financial Statements" in this
Part A. Some of the Bonds in the portfolio may have been purchased at an
aggregate premium over par. All of the Bonds in the Trust were rated
"AAA" by Standard & Poor's Corporation at the time originally deposited in
the Trust. This rating results from insurance relating only to the Bonds
in the Trust and not to Units of the Trust. The insurance does not remove
market risk, as it does not guarantee the market value of the Units. For
a discussion of the significance of such ratings, see "Description of Bond
Ratings" in Part B of this Prospectus, and for a list of ratings on the
Evaluation Date see the "Portfolio." The payment of interest and
preservation of capital are, of course, dependent upon the continuing
ability of issuers of the Bonds or the insurers thereof to meet their
obligations. There can be no assurance that the Trust's investment
objectives will be achieved. Investment in the Trust should be made with
an understanding of the risks which an investment in long-term fixed rate
debt obligations may entail, including the risk that the value of the
underlying portfolio will decline with increases in interest rates, and
that the value of Zero Coupon Bonds is subject to greater fluctuation than
coupon bonds in response to changes in interest rates. Each Unit in the
Trust represents a 1/6000th undivided interest in the principal and net
income of the Trust. The principal amount of Bonds deposited in the Trust
per Unit is reflected in the Summary of Essential Information. (See
"Organization" in Part B of this Prospectus.) The Units being offered
hereby are issued and outstanding Units which have been purchased by the
Sponsor in the secondary market.

INSURANCE. Each of the Bonds in the Trust is insured by a municipal
bond guaranty insurance policy obtained by either the Sponsor ("Sponsor-
Insured Bonds") or the issuers of the Bonds ("Pre-Insured Bonds") and
issued by one of the insurance companies (the "Insurance Companies"),
described under "Insurance on the Bonds" in Part B of this Prospectus,
covering scheduled payment of principal thereof and interest thereon when
such amounts shall become due for payment but shall not have been paid by
the issuer or any other insurer thereof. The insurance, unless obtained
by Municipal Bond Investors Assurance Corporation ("MBIA Corp."), will
also cover any accelerated payments of principal and the increase in
interest payments or premiums, if any, payable upon mandatory redemption
of the Bonds if interest on any Bonds is ultimately deemed to be subject
to regular federal income tax. Insurance obtained from MBIA Corp. only
guarantees the accelerated payments required to be made by or on behalf of
an issuer of small industrial revenue bonds and pollution control bonds if
there is an event which results in the loss of tax-exempt status of the
interest on such Bonds, including principal, interest or premium payments,
if any, as and when required. To the extent, therefore, that Bonds are
only covered by insurance obtained from MBIA Corp., such Bonds will not be
covered for the accelerated payments required to be made by or on behalf
of an issuer of other than small industrial revenue bonds or pollution
control revenue bonds if there occurs an event which results in the loss
of tax-exempt status of the interest on such Bonds. None of the insurance
will cover accelerated payments of principal or penalty interest or
premiums unrelated to taxability of interest on the Bonds (although the
insurance, including insurance obtained by MBIA Corp., does guarantee
payment of principal and interest in such amounts and at such times as
such amounts would have been due absent such acceleration). The insurance
relates only to the prompt payment of principal of and interest on the
securities in the portfolio, and does not remove market risks or guarantee
the market value of the Units in the Trust. The terms of the insurance
are more fully described under "Insurance on the Bonds" in Part B of this
Prospectus. For a discussion of the effect of an occurrence of nonpayment
of principal or interest on any Bonds in the Trust, see "Portfolio
Supervision" in Part B of this Prospectus. No representation is made
herein as to any Bond insurer's ability to meet its obligations under a
policy of insurance relating to any of the Bonds. In addition, investors
should be aware that, subsequent to the Date of Deposit, the rating of the
claims paying ability of the insurer of an underlying Bond may be
downgraded, which may result in a downgrading of the rating of the Units
in the Trust. The approximate percentage of the aggregate principal
amount of the portfolio that is insured by each insurance company is as
follows: AMBAC Indemnity Corp. ("AMBAC"), 5.6%; Bond Investor's Guaranty
("BIG"), 41.7%; Financial Guaranty Insurance Company ("Financial
Guaranty"), 17.2%; Municipal Bond Insurance Association ("MBIA"), 29.9%;
and MBIA Corp., 5.6%.

PUBLIC OFFERING PRICE. The secondary market Public Offering Price
of each Unit is equal to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, plus a sales charge of 4.9% of
the Public Offering Price, or 5.152% of the net amount invested in Bonds
per Unit. In addition, accrued interest to the expected date of
settlement is added to the Public Offering Price. If Units had been
purchased on the Evaluation Date, the Public Offering Price per Unit would
have been $748.75 plus accrued interest of $13.39 under the monthly
distribution plan, $17.83 under the semi-annual distribution plan and
$45.89 under the annual distribution plan, for a total of $762.14, $766.58
and $794.64, respectively. The Public Offering Price per Unit can vary on
a daily basis in accordance with fluctuations in the aggregate bid price
of the Bonds. (See "Public Offering--Offering Price" in Part B of this
Prospectus.)

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN. Units of
each Trust are offered to investors on a "dollar price" basis (using the
computation method previously described under the "Public Offering Price")
as distinguished from a "yield price" basis often used in offerings of tax
exempt bonds (involving the lesser of the yield as computed to maturity of
bonds or to an earlier redemption date). Since they are offered on a
dollar price basis, the rate of return on an investment in Units of each
Trust is measured in terms of "Estimated Current Return" and "Estimated
Long Term Return".

The Estimated Net Annual Interest Income per Unit of the Trust will
vary with changes in the fees and expenses of the Trustee and the
Evaluator applicable to the Trust and with the redemption, maturity, sale
or other disposition of the Bonds in the Trust. The Public Offering Price
will vary with the changes in the bid prices of the Bonds. Therefore,
there is no assurance that the present Estimated Current Return or
Estimated Long Term Return will be realized in the future. (For the
Estimated Current Return to Certificateholders under the monthly, semi-
annual and annual distribution plans, see "Summary of Essential
Information". See "Estimated Long Term Return and Estimated Current
Return" in Part B of this Prospectus.)

A schedule of cash flow projections is available from the Sponsor
upon request.

DISTRIBUTIONS. Distributions of interest income, less expenses,
will be made by the Trust either monthly, semi-annually or annually
depending upon the plan of distribution applicable to the Unit purchased.
A purchaser of a Unit in the secondary market will initially receive
distributions in accordance with the distribution plan chosen by the prior
owner of such Unit and may thereafter change the plan as provided under
"Interest and Principal Distributions" in Part B of the Prospectus.
Distributions of principal, if any, will be made semi-annually on June 15
and December 15 of each year. (See "Rights of Certificateholders--
Interest and Principal Distributions" in Part B of this Prospectus. For
estimated monthly, semi-annual and annual interest distributions, see
"Summary of Essential Information.")

MARKET FOR UNITS. The Sponsor, although not obligated to do so,
intends to maintain a secondary market for the Units at prices based on
the aggregate bid price of the Bonds in the Trust portfolio. The reoffer
price will be based on the aggregate bid price of the Bonds plus a sales
charge of 4.9% of the Public Offering Price (5.152% of the net amount
invested), plus net accrued interest. If a market is not maintained a
Certificateholder will be able to redeem his Units with the Trustee at a
price also based on the aggregate bid price of the Bonds. (See
"Liquidity--Sponsor Repurchase" and "Public Offering--Offering Price" in
Part B of this Prospectus.)

TOTAL REINVESTMENT PLAN. Certificateholders under the semi-annual
and annual plans of distribution have the opportunity to have all their
regular interest distributions, and principal distributions, if any,
reinvested in available series of "Insured Municipal Securities Trust" or
"Municipal Securities Trust." (See "Total Reinvestment Plan" in Part B of
this Prospectus. Residents of Texas, see "Total Reinvestment Plan for
Texas Residents" in Part B of this Prospectus.) The Plan is not designed
to be a complete investment program.

<PAGE>
INSURED MUNICIPAL SECURITIES TRUST
SERIES 14

SUMMARY OF ESSENTIAL INFORMATION AS OF JUNE 30, 1994

Date of Deposit: December 22, 1988 Minimum Principal Distribution:
Principal Amount of Bonds ...$4,495,000 $1.00 per Unit.
Number of Units .............6,000 Weighted Average Life to
Fractional Undivided Inter- Maturity: 12.4 Years.
est in Trust per Unit .....1/6000 Minimum Value of Trust:
Principal Amount of Trust may be terminated if
Bonds per Unit ............$749.17 value of Trust is less than
Secondary Market Public $2,400,000 in principal
Offering Price** amount of Bonds.
Aggregate Bid Price Mandatory Termination Date:
of Bonds in Trust .......$4,272,371+++ The earlier of December 31,
Divided by 6,000 Units ....$712.06 2037 or the disposition of
Plus Sales Charge of 4.9% the last Bond in the Trust.
of Public Offering Price $36.69 Trustee***: United States
Public Offering Price Trust Company of New York.
per Unit ................$748.75+ Trustee's Annual Fee: Monthly
Redemption and Sponsor's plan $.97 per $1,000; semi-
Repurchase Price annual plan $.51 per $1,000;
per Unit ..................$712.06+ and annual plan is $.33 per
+++ $1,000.
++++ Evaluator: Kenny S&P
Excess of Secondary Market Evaluation Services.
Public Offering Price Evaluator's Fee for Each
over Redemption and Evaluation: Minimum of $15
Sponsor's Repurchase plus $.25 per each issue of
Price per Unit ............$36.69++++ Bonds in excess of 50 issues
Difference between Public (treating separate maturities
Offering Price per Unit as separate issues).
and Principal Amount per Sponsor: Bear, Stearns & Co.
Unit Premium/(Discount) ...$(0.42) Inc.
Evaluation Time: 4:00 p.m. Sponsor's Annual Fee: Maximum
New York Time. of $.25 per $1,000 principal
amount of Bonds (see "Trust
Expenses and Charges" in
Part B of this Prospectus).

PER UNIT INFORMATION BASED UPON INTEREST DISTRIBUTION PLAN ELECTED

Monthly Semi-Annual Annual
Option Option Option

Gross annual interest income# ......... $56.94 $56.94 $56.94
Less estimated annual fees and
expenses ............................ 1.53 1.03 .87
Estimated net annual interest ______ ______ ______
income (cash)# ...................... $55.41 $55.91 $56.07
Estimated interest distribution# ...... 4.61 27.95 56.07
Estimated daily interest accrual# ..... .1539 .1553 .1557
Estimated current return#++ ........... 7.40% 7.47% 7.49%
Estimated long term return++ .......... 5.68% 5.75% 5.77%
Record dates .......................... 1st of Dec. 1 and Dec. 1
each month June 1
Interest distribution dates ........... 15th of Dec. 15 and Dec. 15
each month June 15

<PAGE>
* The Date of Deposit is the date on which the Trust Agreement was
signed and the deposit of the Bonds with the Trustee made.

** For information regarding offering price per Unit and applicable
sales charge under the Total Reinvestment Plan, see "Total
Reinvestment Plan" in Part B of this Prospectus.

+ Plus accrued interest to the expected date of settlement
(approximately five business days after purchase) of $13.39 monthly,
$17.83 semi-annually and $45.89 annually.

++++ See "Comparison of Public Offering Price, Sponsor's Repurchase Price
and Redemption Price" in Part B of this Prospectus.

# Does not include income accrual from original issue discount bonds,
if any.

<PAGE>

INFORMATION REGARDING THE TRUST
AS OF JUNE 30, 1994

DESCRIPTION OF PORTFOLIO

The portfolio of the Trust consists of 13 issues representing
obligations of issuers located in 8 states. The Sponsor has not
participated as a sole underwriter or manager, co-manager or member of an
underwriting syndicate from which any of the initial aggregate principal
amount of the Bonds were acquired. Approximately 6.5% of the Bonds are
obligations of state and local housing authorities; approximately 27.8%
are hospital revenue bonds; approximately 15.5% were issued in connection
with the financing of nuclear generating facilities; and none are
"mortgage subsidy" bonds. All of the Bonds in the Trust are subject to
redemption prior to their stated maturity dates pursuant to sinking fund
or call provisions. The Bonds may also be subject to other calls, which
may be permitted or required by events which cannot be predicted (such as
destruction, condemnation, termination of a contract, or receipt of excess
or unanticipated revenues). One issue representing $150,000 of the
principal amount of the Bonds is a general obligation bond. All twelve of
the remaining issues representing $4,345,000 of the principal amount of
the Bonds are payable from the income of a specific project or authority
and are not supported by the issuer's power to levy taxes. The portfolio
is divided for purpose of issue as follows: Coal Power 1, Federally
Assisted Housing 1, Hospital 4, Nuclear Power 2, Utility 1, Waste Water 1,
and Water and Sewer 2. For an explanation of the significance of these
factors see "The Trust--Portfolio" in Part B of this Prospectus.

As of June 30, 1994, $1,845,000 (approximately 41% of the aggregate
principal amount of the Bonds) were original issue discount bonds. Of
these original issue discount bonds, $295,000 (approximately 6.5% of the
aggregate principal amount of the Bonds) were Zero Coupon Bonds. Zero
Coupon Bonds do not provide for the payment of any current interest and
provide for payment at maturity at par value unless sooner sold or
redeemed. The market value of Zero Coupon Bonds is subject to greater
fluctuations than coupon bonds in response to changes in interest rates.
None of the aggregate principal amount of the Bonds in the Trust were
purchased at a "market" discount from par value at maturity, approximately
59% were purchased at a premium and none were purchased at par. For an
explanation of the significance of these factors see "Discount and Zero
Coupon Bonds" in Part B of this Prospectus.

None of the Bonds in the Trust are subject to the federal individual
alternative minimum tax under the Tax Reform Act of 1986. See "Tax
Status" in Part B of this Prospectus.

<PAGE>
FINANCIAL AND STATISTICAL INFORMATION

Selected data for each Unit outstanding for the periods listed below:

June 30, 1992 6,000 $1,035.41 $77.28 $77.92 $78.12 -0-
June 30, 1993 6,000 988.48 76.17 76.81 78.10 $ 52.01
June 30, 1994 6,000 729.98 57.12 58.34 68.42 202.00

<PAGE>

Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Insured Municipal Securities Trust, Series 14:

We have audited the accompanying statement of net assets, including the
portfolio, of Insured Municipal Securities Trust, Series 14 as of June
30, 1994, and the related statements of operations, and changes in net
assets for each of the years in the three year period then ended.
These financial statements are the responsibility of the Trustee (see
note 2). Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Insured
Municipal Securities Trust, Series 14 as of June 30, 1994, and the
results of its operations and the changes in its net assets for each of
the years in the three year period then ended in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
September 15, 1994
<PAGE>

<TABLE>
INSURED MUNICIPAL SECURITIES TRUST, SERIES 14

Statement of Net Assets

June 30, 1994
<S> <C>
Investments in marketable securities,
at market value (cost $4,236,919) $ 4,272,336

Excess of other assets over total liabilities 107,546
-----------

Net assets ( 6,000 units of fractional undivided
interest outstanding, $729.98 per unit) $ 4,379,882
===========

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 14

Statements of Operations
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Investment income - interest $ 349,062 466,875 475,447
------------ ------------ ------------

Expenses:
Trustee's fees 5,406 6,724 6,263
Evaluator's fees 1,123 991 1,020
Sponsor's advisory fee 1,499 1,499 1,499
------------ ------------ ------------

Total expensespenses 8,028 9,214 8,782
------------ ------------ ------------

Investment income, nete, net 341,034 457,661 466,665
------------ ------------ ------------

Realized and unrealized gain (loss)
on investments:
Unrealized appreciation
(depreciation) for the year (72,200) 44,505 153,741
Realized loss on bonds called
or sold (258,390) (12,873) -
------------ ------------ ------------

Net gain (loss) on investments (330,590) 31,632 153,741
------------ ------------ ------------

Net increase in net
assets resulting
from operations $ 10,444 489,293 620,406
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 14

Statements of Changes in Net Assets
<CAPTION>
Years ended June 30,
------------ ------------ ------------
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Operations:
Investment income, net $ 341,034 457,661 466,665
Unrealized appreciation
(depreciation) for the year (72,200) 44,505 153,741
Realized loss on bonds called
or sold (258,390) (12,873) -
------------ ------------ ------------

Net increase in net
assets resulting
from operations 10,444 489,293 620,406
------------ ------------ ------------

Distributions to Certificateholders:
Investment income 349,464 458,793 474,719
Principal 1,212,000 312,060 -
------------ ------------ ------------

Total distributions 1,561,464 770,853 474,719
------------ ------------ ------------

Total increase (decrease) (1,551,020) (281,560) 145,687

Net assets at beginning of year 5,930,902 6,212,462 6,066,775
------------ ------------ ------------

Net assets at end of year (including
undistributed net investment
income of $113,027, $121,457 and
$122,589, respectively) $ 4,379,882 5,930,902 6,212,462
============ ============ ============

See accompanying notes to financial statements.
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 14

Notes to Financial Statements

June 30, 1994, 1993, and 1992

(1) Organization and Financial and Statistical Information

Insured Municipal Securities Trust, Series 14 (Trust) was organized
on December 22, 1988 (date of deposit) by Bear, Stearns & Co. Inc.
(Sponsor) under the laws of the State of New York by a Trust
Indenture and Agreement, and is registered under the Investment
Company Act of 1940.

(2) Summary of Significant Accounting Policies

Investments are carried at market value which is determined by either
Standard & Poor's Corpooration or Moody's Investors Service, Inc.
(Evaluator) as discussed in the footnotes to the portfolio. The
market value of the investments is based upon the bid prices for the
bonds at the end of the period, except that the market value on the
date of deposit represents the cost to the Trust based on the
offering prices for investments at that date. The difference between
cost (including accumulated accretion of original issue discount on
zero-coupon bonds) and market value is reflected as unrealized
appreciation (depreciation) of investments. Securities transactions
are recorded on the trade date. Realized gains (losses) from
securities transactions are determined on the basis of average cost
of the securities sold or redeemed.

(3) Income Taxes

The Trust is not subject to Federal income taxes as provided for by
the Internal Revenue Code.

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis
set forth under "Trust Expenses and Charges" in Part B of this
Prospectus.

The Trust Indenture and Agreement provides for interest distributions
as often as monthly (depending upon the distribution plan elected by
the Certificateholders).

See "Financial and Statistical Information" in Part A of this
Prospectus for the amounts of per unit distributions during the years
ended June 30, 1994, 1993 and 1992.

The Trust Indenture and Agreement also requires the Trust to redeem
units tendered. No units have been redeemed since the inception of
the Trust.

(5) Net Assets

At June 30, 1994, the net assets of the Trust represented the
interests of Certificateholders as follows:

Original cost to Certificateholders $ 6,141,542
Less initial gross underwriting commission (300,936)

5,840,606

Cost of securities sold or called (1,609,203)
Net unrealized appreciation 35,417
Undistributed net investment income 113,027
Undistributed proceeds from bonds sold or called 35

Total $ 4,379,882

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public
offering price net of the applicable sales charge on 6,000 units of
fractional undivided interest of the Trust as of the date of
deposit.

Undistributed net investment income includes accumulated accretion
of original issue discount of $5,516.

INSURED MUNICIPAL SECURITIES TRUST, SERIES 14
Portfolio
June 30, 1994
<CAPTION>

Port- Aggregate Coupon Rate/ Redemption Feature
folio Principal Name of Issuer Ratings Date(s) of S.F.--Sinking Fund Market
No. Amount and Title of Bonds (1) Maturity(2) Ref.--Refunding(2)(7) Value(3)
- ----- ----------- --------------------- ------- ----------------- --------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 $ 400,000 Burke Cnty. Ga. Poll. AAA 12.000% 10/01/96 @ 100 S.F. $ 416,312
Cntrl. Rev. Bonds 10/01/2014 10/01/94 @ 102 Ref.
(Ga. Pwr. Co. Plant
Vogtle. Prjt.) 1st
Series 1984 (BIG)

2 400,000 Cherokee Cnty. Ga. AAA 9.125 8/01/2009 8/01/01 @ 100 S.F. 429,340
Wtr. & Swrage. Auth. 8/01/95 @ 102.5 Ref.
Rev. Bonds Series
1985 (MBIA)

3 375,000 Columbus Ga. Med. AAA 9.125 7/01/2005 No Sinking Fund 399,375
Cntr. Hosp. Auth. 7/01/95 @ 102 Ref.
Rev. Rfndg. Bonds
Anticipation Certs.
Series 1985 (BIG) (5)

4 250,000 Fulco Ga. Hosp. Auth. AAA 9.300 10/01/95 @ 100 S.F. 269,475
Rev. Bonds 10/01/2015 10/01/95 @ 102 Ref.
Anticipation Certs.
(St. Joseph's Hosp.
of Atlanta Proj.)
Series 1985A (AMBAC)

5 150,000 Chicago Hts. Ill. AAA 9.000 No Sinking Fund 164,790
Gen. Oblig. Corp. 12/01/2006 6/1/96 @102 Ref.
Purp. Bonds Series
1985A (MBIA) (5)

6 250,000 Village of Evergreen AAA 6.000 No Sinking Fund 239,500
Park Cook Cnty. Ill. 02/15/2012 02/15/98 @ 100 Ref.
Hosp. Fac. Rev.
Rfndg. Bonds (Little
Co. of Mary Hosp.
Inc.) Series 1988
(MBIA Corp.)

7 500,000 Northwest Suburban AAA 5.750 No Sinking Fund 471,240
Muni. Joint Action 05/01/2012 5/01/96 @ 100 Ref.
Wtr. Agency. (Cook,
DuPage & Kane Cntys.
Ill.) Wtr. Supl. Sys.
Rev. Bonds Series
1986 (MBIA)

8 300,000 N.J. Wastewtr. AAA 9.000 No Sinking Fund 343,080
Treatment Trust 09/01/2006 09/01/97 @ 102.25
Insrd. Loan Rev. Ref.
Bonds Series 1987
(BIG)

9 400,000 Farmington N.M. Util. AAA 9.750 05/15/00 @ 100 S.F. 444,060
Sys. Rev. Bonds 05/15/2013 05/15/96 @ 102 Ref.
Series 1985
(Financial Guaranty)
(5)

10 300,000 N.C. Eastern Muni. AAA 4.500 No Sinking Fund 226,677
Pwr. Agency Pwr. Sys. 01/01/2024 01/01/22 @ 100 Ref.
Rev. Rfndg. Bonds
Series 1987A (BIG)
(5)

11 375,000 Charleston Cnty. S.C. AAA 9.125 10/01/97 @ 100 S.F. 403,421
Hosp. Fac. Rev. 10/01/2011 10/01/95 @ 102 Ref.
Rfndg. & Imprvmt.
Bonds (Roper Hosp.
Prjt.) Series 1985
(Financial Guaranty)
(5)

12 500,000 Intermountain Pwr. AAA 5.750 No Sinking Fund 454,980
Agncy. Utah Spec. 07/01/2020 07/01/96 @ 100 Ref.
Oblig. Bonds Series C
(BIG)

13 295,000 Santa Clara Calif. AAA 0.000 No Sinking Fund 10,086
Hsg. Rev. Auth. 04/01/2026 10/01/03 @ 8.987 Ref.
Multi-Fam. Hsg. Rev.
Bonds Series 1984A
(FHA Insrd. Mtg.
Loan-Cedar Glen
Aprtmts. Prjt.)
(MBIA)
----------- ---------

$ 4,495,000 $ 4,272,336
=========== =========

See accompanying footnotes to the portfolio and notes to the financial statements
</TABLE>
<PAGE>

INSURED MUNICIPAL SECURITIES TRUST, SERIES 14

Footnotes to Portfolio

June 30, 1994

(1) All ratings are by Standard & Poor's Corporation. A brief
description of the ratings symbols and their meanings is set forth under
"Description of Bond Ratings" in Part B of this Prospectus.

(3) At June 30, 1994, the net unrealized appreciation of all the bonds
was comprised of the following:

Gross unrealized appreciation $ 201,863
Gross unrealized depreciation (166,446)

Net unrealized appreciation $ 35,417

(4) The annual interest income, based upon the bonds held at June
30, 1994, (excluding accretion of original issue discount on zero-coupon
bonds) to the Trust is $341,688.

(5) The bonds have been prerefunded and will be redeemed at the next
refunding call date.

(6) Bonds sold or called after June 30, 1994 are noted in a footnote
"Changes in Trust Portfolio" under "Description of Portfolio" in Part
A of this Prospectus.

<PAGE>

Note: Part B of This Prospectus May Not Be Distributed
Unless Accompanied by Part A.

Please Read and Retain Both Parts
of This Prospectus For Future Reference.

INSURED MUNICIPAL SECURITIES TRUST

Prospectus Part B

Dated: October 28, 1994

THE TRUST

Organization

"Insured Municipal Securities Trust" (the "Trust") consists of
the "unit investment trust" designated as set forth in Part A.* The
Trust was created under the layws of the State of New York pursuant to a
Trust Indenture and Agreement** (collectively, the "Trust Agreement"),
dated the Date of Deposit, among Bear, Stearns & Co. Inc., as Sponsor,
Kenny S&P Evaluation Services, as Evaluator, and, depending on the
particular Trust, either The Bank of New York or United States Trust
Company of New York, as Trustee. The name of the Trustee for the Trust is
contained in the "Summary of Essential Information" in Part A. For a
description of the Trustee for a particular Trust, see "Trust
Administration--The Trustee."

* This Part B relates to the outstanding series of Insured Municipal
Securities Trust or Insured Municipal Securities Discount Trust as
reflected in Part A attached hereto.

** References in this Prospectus to the Trust Agreement are qualified
in their entirety by the Trust Indenture and Agreement which is
incorporated herein.

<PAGE>

On the Date of Deposit the Sponsor deposited with the Trustee
long-term insured bonds, and/or delivery statements relating to contracts
for the purchase of certain such bonds (the "Bonds") and cash or an
irrevocable letter of credit issued by a major commercial bank in the
amount required for such purchases. Thereafter, the Trustee, in exchange
for the Bonds so deposited delivered to the Sponsor the Certificates
evidencing the ownership of all Units of the Trust. The Trust consists of
the Bonds described under "The Trust" in Part A, the interest (including,
where applicable, earned original issue discount) on which, in the
opinions of bond counsel to the respective issuers given at the time of
original delivery of the Bonds, is exempt from regular federal income tax
under existing law.

Each "Unit" outstanding on the Evaluation Date represented an
undivided interest or pro rata share in the principal and interest of the
Trust in the ratio of one Unit to the principal amount of Bonds in the
Trust on such date as specified in Part A of this Prospectus. To the
extent that any Units are redeemed by the Trustee, the fractional
undivided interest or pro rata share in the Trust represented by each
unredeemed Unit will increase, although the actual interest in the Trust
represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Certificate-
holders, which may include the Sponsor or the Underwriters, or until the
termination of the Trust Agreement.

Objectives

The Trust, one of a series of similar but separate unit
investment trusts formed by the Sponsor, offers investors the opportunity
to participate in a portfolio of long-term insured tax-exempt bonds with a
greater diversification than they might be able to acquire themselves.
The objectives of the Trust are to preserve capital and to provide
interest income (including, where applicable, earned original issue
discount) which, in the opinions of bond counsel given at the time of
original delivery of the Bonds, is exempt from regular federal income tax
under existing law. Such interest income may, however, be subject to the
federal, individual and corporate alternative minimum taxes and to state
and local taxes. (See "Description of Portfolio" in Part A for a list of
those Bonds which pay interest income subject to federal individual
alternative minimum tax. See also "Tax Status".) Consistent with such
objectives, the Sponsor has obtained bond insurance guaranteeing the
scheduled payment of principal and interest on certain of the Bonds and
has purchased, as to the remainder of each Trust Portfolio, Bonds which
are already covered by insurance. (See "Insurance on the Bonds".) An
investor will realize taxable income upon maturity or early redemption of
the market discount bonds in a Trust portfolio and will realize, where
applicable, tax-exempt income to the extent of the earned portion of
interest, including original issue discount earned on the Bonds in a Trust
portfolio. Investors should be aware that there is no assurance the
Trust's objectives will be achieved as these objectives are dependent on
the continuing ability of the issuers of the Bonds to meet their interest
and principal payment requirements, on the abilities of the Insurance
Companies to meet their obligations under the policies of insurance issued
on the Bonds, on the continuing satisfaction of the Bonds of the
conditions required for the exemption of interest thereon from regular
federal income tax and on the market value of the Bonds, which can be
affected by fluctuations in interest rates and other factors.

Since disposition of Units prior to final liquidation of each
Trust may result in an investor receiving less than the amount paid for
such Units (see "Comparison of Public Offering Price, Sponsor's Repurchase
Price and Redemption Price"), the purchase of a Unit should be looked upon
as a long-term investment. Neither the Trust nor the Total Reinvestment
Plan are designed to be complete investment programs.

Portfolio

All of the Bonds in the Trust were rated "AAA" by Standard &
Poor's Corporation at the time originally deposited in the Trust. (See
"Insurance on the Bonds".) The "AAA" rating was assigned to the Bonds by
Standard & Poor's because each Bond was insured by a municipal bond
guaranty insurance policy issued by a company whose claims-paying ability
was rated "AAA" by Standard & Poor's at that time. In the event of a
downgrading of the claims-paying ability of one of the insurers, as of the
Evaluation Date, the Bonds in the Trusts which are insured by that company
would no longer be rated "AAA" by Standard & Poor's. The Units of Trusts
containing the downgraded bonds are no longer rated "AAA."

For information regarding (i) the number of issues in the
Trust, (ii) the range of fixed maturities of the Bonds, (iii) the number
of issues payable from the income of a specific project or authority and
(iv) the number of issues constituting general obligations of a government
entity, see "The Trust" and "Description of Portfolio" in Part A of this
Prospectus.

When selecting Bonds for a Trust, the following factors, among
others, were considered by the Sponsor: (a) the quality of the Bonds and
whether such Bonds, whether Sponsor-Insured or Pre-Insured, were rated
"AAA" by Standard & Poor's Corporation, (b) the yield and price of the
Bonds relative to other tax-exempt securities of comparable quality and
maturity, (c) income to the Certificateholders of the Trust, (d) whether a
bond was insured, or insurance was available for the Bonds at a reasonable
cost, (e) in connection with Bonds for which bond insurance was obtained
by the Sponsor, the quality of the Bonds and whether they were rated,
without regard to such bond insurance, "A" or better by either Standard &
Poor's Corporation or Moody's Investors Service, and (f) the
diversification of the Trust portfolio, as to purpose of issue and
location of issuer, taking into account the availability in the market of
issues which meet the Trust's quality, rating, yield and price criteria.
Subsequent to the Date of Deposit, a Bond may cease to be rated or its
rating may be reduced below that specified above. Neither event requires
an elimination of such Bond from a Trust but may be considered in the
Sponsor's determination to direct the Trustee to dispose of the Bond. See
"Portfolio Supervision." For an interpretation of the bond ratings see
"Description of Bond Ratings."

Housing Bonds. Some of the aggregate principal amount of the
Bonds may consist of obligations of state and local housing authorities
whose revenues are primarily derived from mortgage loans to rental housing
projects for low to moderate income families. Since such obligations are
usually not general obligations of a particular state or municipality and
are generally payable primarily or solely from rents and other fees,
adverse economic developments including failure or inability to increase
rentals, fluctuations of interest rates and increasing construction and
operating costs may reduce revenues available to pay existing obligations.
See "Description of Portfolio" in Part A for the amount of rental housing
bonds contained therein.

Hospital Revenue Bonds. Some of the aggregate principal amount
of the Bonds may consist of hospital revenue bonds. Ratings of hospital
bonds are often initially based on feasibility studies which contain
projections of occupancy levels, revenues and expenses. Actual experience
may vary considerably from such projections. A hospital's gross receipts
and net income will be affected by future events and conditions including,
among other things, demand for hospital services and the ability of the
hospital to provide them, physicians' confidence in hospital management
capability, economic developments in the service area, competition,
actions by insurers and governmental agencies and the increased cost and
possible unavailability of malpractice insurance. Additionally, a major
portion of hospital revenue typically is derived from federal or state
programs such as Medicare and Medicaid which have been revised
substantially in recent years and which are undergoing further review at
the state and federal level.

Proposals for significant changes in the health care system and
the present programs for third party payment of health care costs are
under consideration in Congress and many states. Future legislation or
changes in the areas noted above, among other things, would affect all
hospitals to varying degrees and, accordingly, any adverse change in these
areas may affect the ability of such issuers to make payment of principal
and interest on such bonds. See "Description of Portfolio" in Part A for
the amount of hospital revenue bonds contained therein.

Nuclear Power Facility Bonds. Certain Bonds may have been
issued in connection with the financing of nuclear generating facilities.
In view of recent developments in connection with such facilities,
legislative and administrative actions have been taken and proposed
relating to the development and operation of nuclear generating
facilities. The Sponsor is unable to predict whether any such actions or
whether any such proposals or litigation, if enacted or instituted, will
have an adverse impact on the revenues available to pay the debt service
on the Bonds in the portfolio issued to finance such nuclear projects.
See "Description of Portfolio" in Part A for the amount of bonds issued to
finance nuclear generating facilities contained therein.

Mortgage Subsidy Bonds. Certain Bonds may be "mortgage subsidy
bonds" which are obligations of which all or a significant portion of the
proceeds are to be used directly or indirectly for mortgages on owner-
occupied residences. Section 103A of the Internal Revenue Code of 1954,
as amended, provided as a general rule that interest on "mortgage subsidy
bonds" will not be exempt from Federal income tax. An exception is
provided for certain "qualified mortgage bonds." Qualified mortgage bonds
are bonds that are used to finance owner-occupied residences and that meet
numerous statutory requirements. These requirements include certain
residency, ownership, purchase price and target area requirements, ceiling
amounts for state and local issuers, arbitrage restrictions and (for bonds
issued after December 31, 1984) certain information reporting,
certification, public hearing and policy statement requirements. In the
opinions of bond counsel to the issuing governmental authorities, interest
on all the Bonds in a Trust that might be deemed "mortgage subsidy bonds"
will be exempt from Federal income tax when issued. See "Description of
Portfolio" in Part A for the amount of mortgage subsidy Bonds contained
therein.

Mortgage Revenue Bonds. Certain Bonds may be "mortgage revenue
bonds." Under the Internal Revenue Code of 1986, as amended (the "Code")
(and under similar provisions of the prior tax law) "mortgage revenue
bonds" are obligations the proceeds of which are used to finance owner-
occupied residences under programs which meet numerous statutory
requirements relating to residency, ownership, purchase price and target
area requirements, ceiling amounts for state and local issuers, arbitrage
restrictions, and certain information reporting certification, and public
hearing requirements. There can be no assurance that additional federal
legislation will not be introduced or that existing legislation will not
be further amended, revised, or enacted after delivery of these Bonds or
that certain required future actions will be taken by the issuing
governmental authorities, which action or failure to act could cause
interest on the Bonds to be subject to federal income tax. If any portion
of the Bonds proceeds are not committed for the purpose of the issue,
Bonds in such amount could be subject to earlier mandatory redemption at
par, including issues of Zero Coupon Bonds (see "Discount and Zero Coupon
Bonds"). See "Description of Portfolio" in Part A for the amount of
mortgage revenue bonds contained therein.

Private Activity Bonds. The portfolio of the Trust may contain
other Bonds which are "private activity bonds" (often called Industrial
Revenue Bonds ("IRBs") if issued prior to 1987) which would be primarily
of two types: (1) Bonds for a publicly owned facility which a private
entity may have a right to use or manage to some degree, such as an
airport, seaport facility or water system and (2) facilities deemed owned
or beneficially owned by a private entity but which were financed with
tax-exempt bonds of a public issuer, such as a manufacturing facility or a
pollution control facility. In the case of the first type, bonds are
generally payable from a designated source of revenues derived from the
facility and may further receive the benefit of the legal or moral
obligation of one or more political subdivisions or taxing jurisdictions.
In most cases of project financing of the first type, receipts or revenues
of the Issuer are derived from the project or the operator or from the
unexpended proceeds of the bonds. Such revenues include user fees,
service charges, rental and lease payments, and mortgage and other loan
payments.

The second type of issue will generally finance projects which
are owned by or for the benefit of, and are operated by, corporate
entities. Ordinarily, such private activity bonds are not general
obligations of governmental entities and are not backed by the taxing
power of such entities, and are solely dependent upon the creditworthiness
of the corporate user of the project or corporate guarantor.

The private activity bonds in the Trust have generally been
issued under bond resolutions, agreements or trust indentures pursuant to
which the revenues and receipts payable under the issuer's arrangements
with the users or the corporate operator of a particular project have been
assigned and pledged to the holders of the private activity bonds. In
certain cases a mortgage on the underlying project has been assigned to
the holders of the private activity bonds or a trustee as additional
security. In addition, private activity bonds are frequently directly
guaranteed by the corporate operator of the project or by another
affiliated company. See "Description of Portfolio" in Part A for the
amount of private activity bonds contained therein.

Litigation. Litigation challenging the validity under state
constitutions of present systems of financing public education has been
initiated in a number of states. Decisions in some states have been
reached holding such school financing in violation of state constitutions.
In addition, legislation to effect changes in public school financing has
been introduced in a number of states. The Sponsor is unable to predict
the outcome of the pending litigation and legislation in this area and
what effect, if any, resulting changes in the sources of funds, including
proceeds from property taxes applied to the support of public schools, may
have on the school bonds in a Trust.

To the Sponsor's knowledge, there is no litigation pending as
of the Date of Deposit with respect to any Bonds which might reasonably be
expected to have a material adverse effect on a Trust. Subsequent to the
Date of Deposit, litigation may be initiated on a variety of grounds with
respect to Bonds in a Trust. Such litigation, as, for example, suits
challenging the issuance of pollution control revenue bonds under
recently-enacted environmental protection statutes, may affect the
validity of such Bonds or the tax-free nature of the interest thereon.
The Sponsor is unable to predict whether any such litigation may be
instituted or, if instituted, whether it might have a material adverse
effect on a Trust.

Other Factors. The Bonds in the Trust, despite their optional
redemption provisions which generally do not take effect until 10 years
after the original issuance dates of such bonds (often referred to as "ten
year call protection"), do contain provisions which require the issuer to
redeem such obligations at par from unused proceeds of the issue within a
stated period. In recent periods of declining interest rates there have
been increased redemptions of bonds, particularly housing bonds, pursuant
to such redemption provisions. In addition, the Bonds in the Trusts are
also subject to mandatory redemption in whole or in part at par at any
time that voluntary or involuntary prepayments of principal on the
underlying collateral are made to the trustee for such bonds or that the
collateral is sold by the bond issuer. Prepayments of principal tend to
be greater in periods of declining interest rates; it is possible that
such prepayments could be sufficient to cause a bond to be redeemed
substantially prior to its stated maturity date, earliest call date or
sinking fund redemption date.

The Bonds may also be subject to other calls, which may be
permitted or required by events which cannot be predicted (such as
destruction, condemnation, or termination of a contract).

In 1976 the federal bankruptcy laws were amended so that an
authorized municipal debtor could more easily seek federal court
protection to assist in reorganizing its debts so long as certain
requirements were met. Historically, very few financially troubled
municipalities have sought court assistance for reorganizing their debts;
notwithstanding, the Sponsors are unable to predict to what extent
financially troubled municipalities may seek court assistance in
reorganizing their debts in the future and, therefore, what effect, if
any, the applicable federal bankruptcy law provisions will have on the
Trusts.

The Trust may also include "moral obligation" bonds. Under
statutes applicable to such bonds, if any issuer is unable to meet its
obligations, the repayment of such bonds becomes a moral commitment but
not a legal obligation of the state or municipality in question. See
"Portfolio" and "Information Regarding the Trust" in Part A of this
Prospectus for the amount of moral obligation bonds contained in each
Trust.

Certain of the Bonds in the Trust are subject to redemption
prior to their stated maturity dates pursuant to sinking fund or call
provisions. A sinking fund is a reserve fund appropriated specifically
toward the retirement of a debt. A callable bond is one which is subject
to redemption or refunding prior to maturity at the option of the issuer.
A refunding is a method by which a bond is redeemed at or before maturity
from the proceeds of a new issue of bonds. In general, call provisions
are more likely to be exercised when the offering side evaluation of a
bond is at a premium over par than when it is at a discount from par. A
listing of the sinking fund and call provisions, if any, with respect to
each of the Bonds is contained under "Portfolio". Certificateholders will
realize a gain or loss on the early redemption of such Bonds, depending
upon whether the price of such Bonds is at a discount from or at a premium
over par at the time Certificateholders purchase their Units.

Neither the Sponsor nor the Trustee shall be liable in any way
for any default, failure or defect in any of the Bonds. Because certain
of the Bonds from time to time may be redeemed or will mature in
accordance with their terms or may be sold under certain circumstances, no
assurance can be given that a Trust will retain its present size and
composition for any length of time. The proceeds from the sale of a Bond
or the exercise of any redemption or call provision will be distributed to
Certificateholders on the next distribution date, except to the extent
such proceeds are applied to meet redemptions of Units. See "Trustee
Redemption."

Discount And Zero Coupon Bonds

Some of the Bonds in a Trust may be original issue discount
bonds. The original issue discount, which is the difference between the
initial purchase price of the Bonds and the face value, is deemed to
accrue on a daily basis and the accrued portion will be treated as tax-
exempt interest income for regular federal income tax purposes. Upon sale
or redemption, any gain realized that is in excess of the earned portion
of original issue discount will be taxable as capital gain. (See "Tax
Status".) The current value of an original issue discount bond reflects
the present value of its face amount at maturity. The market value tends
to increase more slowly in early years and in greater increments as the
Bonds approach maturity. Of these original issue discount bonds, some of
the aggregate principal amount of the Bonds in the Trust may be Zero
Coupon Bonds. (See "Description of Portfolios" in Part A.) Zero Coupon
Bonds do not provide for the payment of any current interest and provide
for payment at maturity at face value unless sooner sold or redeemed. The
market value of Zero Coupon Bonds is subject to greater fluctuations than
coupon bonds in response to changes in interest rates. Zero Coupon Bonds
generally are subject to redemption at compound accreted value based on
par value at maturity. Because the issuer is not obligated to make
current interest payments, Zero Coupon Bonds may be less likely to be
redeemed than coupon bonds issued at a similar interest rate, although
certain zero coupon housing bonds may be subject to mandatory call
provisions.

Some of the Bonds in the Trust may have been purchased at a
"market" discount from par value at maturity. This is because the coupon
interest rates on the discount bonds at the time they were purchased and
deposited in each Trust were lower than the current market interest rates
for newly issued bonds of comparable rating and type. At the time of
issuance the discount bonds were for the most part issued at then current
coupon interest rates. The current returns (coupon interest income as a
percentage of market price) of discount bonds will be lower than the
current returns of comparably rated bonds of similar type newly issued at
current interest rates because discount bonds tend to increase in market
value as they approach maturity and the full principal amount becomes
payable. Gain on the disposition of a Bond purchased at a market discount
generally will be treated as ordinary income, rather than capital gain, to
the extent of accrued market discount. A discount bond held to maturity
will have a larger portion of its total return in the form of capital gain
and less in the form of tax-exempt interest income than a comparable bond
newly issued at current return, and a lower current market value than
otherwise comparable bonds with a shorter term of maturity. If interest
rates rise, the value of discount bonds will decrease; and if interest
rates decline, the value of discount bonds will increase. The discount
does not necessarily indicate a lack of market confidence in the issuer.

Insurance On The Bonds

Each Bond in the Trust is insured by a municipal bond guaranty
insurance policy, or in the case of Firemen's by a financial guaranty
insurance policy, covering scheduled payment of principal and interest on
such Bond. See "Insurance" in Part A. This insurance has been obtained
either by the issuer of the Bond ("Pre-Insured Bonds"), or by the Sponsor
("Sponsor-Insured Bonds") with respect to Bonds which were not insured
prior to their deposit in the Trusts. The insurance policies on the Bonds
are non-cancelable and will continue in force so long as the Bonds are
outstanding and the insurers remain in business. The insurance policies
guarantee the timely payment of principal and interest on the Bonds but do
not guarantee the market value of the Bonds or the value of the Units. No
representation is made herein as to any Bond insurer's ability to meet its
obligations under a policy of insurance relating to any of the Bonds. An
insurance company that is required to pay interest and/or principal in
respect of any Bond will succeed and be subrogated to the Trustee's right
to collect such interest and/or principal from the issuer and to other
related rights of the Trustee with respect to any such Bond.

Sponsor-Insured Bonds. For those Bonds which are not covered
by an insurance policy obtained by the issuers of such Bonds, the Sponsor
has obtained bond insurance from either Bond Investors Guaranty ("BIG"),
Financial Guaranty Insurance Company ("Financial Guaranty"), Municipal
Bond Insurance Association ("MBIA") or Municipal Bond Investors Assurance
Corporation ("MBIA Corp.") in an effort to protect Certificateholders
against nonpayment of principal and interest in respect of such Bonds (the
"Sponsor-Insured Bonds"). The bond insurance on the Sponsor-Insured Bonds
covers the Sponsor-Insured Bonds deposited in a Trust at the time that
they are physically delivered to the Trustee (in the case of bearer bonds)
or registered in the name of the Trustee or its nominee or delivered along
with an assignment (in the case of registered bonds) or registered in the
name of the Trustee or its nominee (in the case of bonds held in book-
entry form). Accordingly, although contracts to purchase Sponsor-Insured
Bonds are not covered by the bond insurance obtained by the Sponsor, such
Bonds will be insured when they are deposited in the Trust. When
selecting Bonds for a Trust prior to obtaining insurance thereon, the
Sponsor considers the factors listed under "Portfolio", among others. The
insurers of the Sponsor-Insured Bonds apply their own standards in
determining whether to insure the Sponsor-Insured Bonds. To the extent
that the standards of such insurers are more restrictive than those of the
Sponsor, the Sponsor's investment criteria have been limited to the more
restrictive standards.

Pre-Insured Bonds. The Bonds which are insured under policies
obtained by the Bond issuers are insured by AMBAC Indemnity Corporation
("AMBAC"), BIG, Financial Guaranty, Financial Security Assurance, Inc.
("Financial Security"), Firemen's Insurance Company of Newark, New Jersey
("Firemen's"), Industrial Indemnity Company ("IIC") (which operates the
Health Industry Board Insurance Program ("HIBI Program")), MBIA, MBIA
Corp., or United States Fidelity and Guaranty Company ("USF&G Company")
(collectively, the "Insurance Companies"). The cost of this insurance is
borne by the respective issuers of the Pre-Insured Bonds. The percentage
of the Portfolio insured by each Insurance Company, if any, is set forth
under "Insurance" in Part A.

AMBAC is a Wisconsin-domiciled stock insurance company,
regulated by the Insurance Department of the State of Wisconsin, and
licensed to do business in 50 states, the District of Columbia and the
Commonwealth of Puerto Rico, with admitted assets (unaudited) of
approximately $2,060,000,000 and statutory capital (unaudited) of
approximately $1,178,000,000 as of June 30, 1994. Statutory capital
consists of the statutory contingency reserve and policyholders' surplus
of the insurance company. AMBAC is a wholly owned subsidiary of AMBAC,
Inc., a 100% publicly-held company.

As of the Evaluation Date, the claims-paying ability of AMBAC
has been rated "AAA" by Standard & Poor's.

Financial Guaranty is a wholly-owned subsidiary of FGIC
Corporation ("FGIC"), a Delaware holding company. FGIC is a wholly-owned
subsidiary of General Electric Capital Corporation ("GECC"). Neither FGIC
nor GECC is obligated to pay the debts of or the claims against Financial
Guaranty. Financial Guaranty is domiciled in the State of New York and is
subject to regulation by the State of New York Insurance Department. As
of June 30, 1994, the total capital and surplus of Financial Guaranty was
approximately $850,000,000. Financial Guaranty is currently authorized to
write insurance in all 50 states and the District of Columbia.

As of the Evaluation Date, the claims-paying ability of
Financial Guaranty has been rated "AAA" by Standard & Poor's.

Firemen's, which was incorporated in New Jersey in 1855, is a
wholly-owned subsidiary of The Continental Corporation ("Continental") and
a member of The Continental Insurance Companies, a group of property and
casualty insurance companies. It provides unconditional and non-
cancelable insurance on industrial development revenue bonds. As of
December 31, 1993, Firemen's statutory surplus (audited) was $502,800,000.

As of the Evaluation Date, the claims-paying ability of
Firemen's has been rated "AA-" by Standard & Poor's. (See "Ratings" below
in this Section).

Financial Security is a monoline insurance company incorporated
under the laws of the State of New York and is licensed, directly or
indirectly through its subsidiaries, to engage in the financial guaranty
insurance business in all 50 states, the District of Columbia, Puerto Rico
and the United Kingdom. Financial Security is a wholly-owned subsidiary
of Financial Security Assurance Holdings Ltd., a New York Stock Exchange
listed company which is in turn approximately 60.5% owned by U.S. WEST
Capital Corporation ("U.S. WEST"), 7.6% by Fund American Enterprises
Holdings, Inc., and 7.4% by the Tokio Marine and Fire Insurance Co., Ltd.
U.S. WEST is a subsidiary of U.S. WEST, Inc., which operates businesses
involved in communications, data solutions, marketing services and capital
assets, including the provision of telephone services in 14 states in the
western and midwestern United States.

Pursuant to an intercompany agreement, liabilities on financial
guaranty insurance written by Financial Security or either of its
subsidiaries are reinsured among such companies on an agreed upon
percentage substantially proportional to their respective capital surplus
and reserves, subject to applicable statutory risk limitations. In
addition, Financial Security reinsures a portion of its liabilities under
certain of its financial guaranty insurance policies with other reinsurers
under various quota-share treaties and on a transaction-by-transaction
basis. Such reinsurance is utilized by Financial Security as a risk
management device and to comply with certain statutory and rating agency
requirements; it does not alter or limit Financial Security's obligations
under any financial guaranty insurance policy. As of June 30, 1994 total
shareholder equity of Financial Security and its wholly-owned subsidiaries
was (unaudited) $530,024,000 and total unearned premium reserves was
(unaudited) $206,026,000.

As of the Evaluation Date, Financial Security's claims-paying
ability has been rated "AAA" by Standard & Poor's.

On the original date of deposit, some of the Bonds in the
Trusts may have been pre-insured pursuant to the HIBI Program operated by
IIC. Under the HIBI Program, all insurance written was pooled pursuant to
a Reinsurance Participation Agreement among United States Fire Insurance
Company, The North River Insurance Company, Westchester Fire Insurance
Company, International Insurance Company and Industrial Indemnity Company
(collectively, including IIC, the "Companies"). Under the Reinsurance
Participation Agreement, each Company shared in the business produced by
each participant in the pool on the following basis: United States Fire
Insurance Company--41%, IIC--18%, The North River Insurance Company--18%,
Westchester Fire Insurance Company--18% and International Insurance
Company--5%. As of December 31, 1992, the Reinsurance Participation
Agreement terminated. As of January 1, 1993, each party to the HIBI
Program remains liable on risks in force until their expiration.

As of the Evaluation Date, the claims-paying ability of each of
the Companies has been rated by Standard & Poor's as follows: IIC has
been rated A+; United States Fire Insurance Company, North River Insurance
Company and Westchester Fire Insurance Company have each been rated A; and
International Insurance Company has not been rated (see "Ratings" under
"Insurance on the Bonds" in this Part B).

IIC is a wholly-owned subsidiary of Industrial Indemnity
Holdings, Inc. Industrial Indemnity Holdings, Inc. is a wholly owned
subsidiary of Talegen Holdings, Inc. (formerly Crum and Forster, Inc.)
For the six months ending June 1994, total policyholders' surplus of IIC
was $248,743,124. For the fiscal year ending December 31, 1992 IIC
participated in a Reinsurance Participation Agreement with certain other
Crum and Forster, Inc. companies. As of January 1, 1993, Industrial
Indemnity Company was not a participant in the Reinsurance Participation
Agreement.

As of the Evaluation Date, the claims-paying ability of IIC has
been rated "A+" by Standard & Poor's. As a result of this rating, the
ratings of all Bonds in the Trusts insured by IIC, except pre-refunded
bonds, are rated (see "Ratings" under "Insurance on the Bonds" in this
Part B).

MBIA is an association of five insurance companies which joined
together to insure severally (and not jointly) new issues of municipal
bonds. Each insurance company comprising Municipal Bond Insurance
Association ("MBIA", also known as the "Association") will be severally
and not jointly obligated under the MBIA policy in the following
respective percentages: The Aetna Casualty and Surety Company, 33%;
Fireman's Fund Insurance Company, 30%; The Travelers Indemnity Company,
15%; Aetna Insurance Company*, 12%; and The Continental Insurance
Company, 10%. As a several obligor, each such insurance company will be
obligated only to the extent of its percentage of any claim under the MBIA
policy and will not be obligated to pay any unpaid obligation of any other
member of MBIA. Each insurance company's participation is backed by all
of its assets. However, each insurance company is a multiline insurer
involved in several lines of insurance other than municipal bond
insurance, and the assets of each insurance company also secure all of its
other insurance policy and surety bond obligations.

* Now known as Cigna Property and Casualty Company.

The following table sets forth certain financial information
with respect to the five insurance companies comprising MBIA. The
statistics, which have been furnished by MBIA, are as reported by the
insurance companies to the New York State Insurance Department and are
determined in accordance with statutory accounting principals. No
representation is made herein as to the accuracy or adequacy of such
information or as to the absence of material adverse changes in such
information subsequent to the date thereof. In addition, these numbers
are subject to revision by the New York State Insurance Department which,
if revised, could either increase or decrease the amounts.

MUNICIPAL BOND INSURANCE ASSOCIATION
FIVE MEMBER COMPANIES' ASSETS, LIABILITIES
AND POLICYHOLDERS' SURPLUS
AS OF JUNE 30, 1994
(000's omitted)

New York New York New York
Statutory Statutory Policyholders'
Assets Liabilities Surplus

The Aetna Casualty & Surety Company $10,169,558 $ 8,299,548 $1,870,010
Fireman's Fund Insurance Company 6,751,350 4,893,824 1,857,526
The Travelers Indemnity Company 10,246,669 8,486,034 1,760,635
Cigna Property and Casualty Company 4,992,242 4,924,356 67,886
(Formerly Aetna Insurance Company)
The Continental Insurance Company 2,712,535 2,351,467 361,068

TOTAL $34,872,354 $28,955,229 $5,917,125

MBIA Corp. is the principal operating subsidiary of MBIA Inc.
MBIA Inc. is not obligated to pay the debts of or claims against the
Insurer. MBIA Corp. is a limited liability corporation rather than a
several liability association. MBIA Corp. is domiciled, in the State of
New York and licensed to do business in all 50 states, the District of
Columbia and the Commonwealth of Puerto Rico. MBIA Corp. is a separate
and distinct entity from the Association. MBIA Corp. has no liability to
the bondholders for the obligations of the Association under the Policy.

Effective December 31, 1989, MBIA Inc. acquired Bond Investors
Group, Inc. On January 5, 1990, MBIA acquired all of the outstanding
stock of Bond Investors Group, Inc., the parent corporation of Bond
Investors Guaranty Insurance Co. ("BIG"). Through a Reinsurance
Agreement, BIG has ceded all of its net insured risks, as well as its
unearned premium and contingency reserves, to MBIA and MBIA has reinsured
BIG's net outstanding exposure. As of March 31, 1994, MBIA Corp. had
admitted assets of $3.2 billion (unaudited), total liabilities of $2.2
billion (unaudited), and total capital and surplus of $998 billion
prepared in accordance with statutory accounting principles prescribed or
permitted by insurance regulatory authorities.

As of the Evaluation Date, the claims-paying ability of MBIA
and MBIA Corp., have been rated "AAA" by Standard & Poor's.

USF&G Company is the principal subsidiary of USF&G, a holding
company engaged primarily in the insurance business. USF&G Company,
founded in 1896, is the twenty-fourth largest property/casualty insurer in
the United States, based on net premiums written for the year ended
December 31, 1993. USF&G Company markets commercial and personal
insurance products, concentrating on targeted market segments, through a
distribution network of approximately 3,900 independent agents. USF&G's
life insurance subsidiary, F&G Life, markets life insurance and annuity
products through a network of wholesalers, brokers and specialty marketing
organizations. USF&G Company accounted for $2.3 billion (or 95%) of
USF&G's approximately $2.5 billion total premiums earned for the year
ended December 31, 1993. As of the Evaluation Date, the claims-paying
ability of USF&G Company has been rated BBB- for senior secured
obligations (see "Ratings" under "Insurance on the Bonds" in this Part B).

Ratings. As of the Date of Deposit for each of the respective
Trusts, Standard & Poor's had rated the claims-paying ability of each of
the above insurance companies "AAA" and had rated each of the Bonds in the
Portfolio "AAA" because the insurance companies had insured the Bonds.
The assignment of such "AAA" ratings was due to Standard & Poor's
assessment of the creditworthiness of the insurance companies and their
ability to pay claims on their policies of insurance. Subsequently, the
rating of the claims-paying ability of the insurer of an underlying Bond
may cease to be rated or may be downgraded which may result in a
downgrading of the rating of the Units in the Trust. For a discussion of
the rating of the claims-paying ability of each of the Bond insurers see
"Insurance On The Bonds". For a list of Bond Ratings as of the Evaluation
Date see the "Portfolio" in Part A of this Prospectus. For a discussion
of the rating assigned to the Units of the Trusts, see "the Trust" in
Part A of this Prospectus. The percentage of each Trust portfolio insured
by each insurance company, if any, is set forth under "Insurance" in
Part A.

The foregoing information relating to the above insurance
companies is from published documents and other public sources and/or
information provided by such insurance companies. No representation is
made herein as to the accuracy or adequacy of such information or as to
the absence of material adverse changes in such information subsequent to
the dates thereof, but the Sponsor is not aware that the information
herein is inaccurate or incomplete.

PUBLIC OFFERING

Offering Price

The secondary market Public Offering Price per Unit is
computed by adding to the aggregate bid price of the Bonds in the Trust
divided by the number of Units outstanding, an amount based on the
applicable sales charge times the aggregate offering price of the Bonds
(see "Public Offering Price" in Part A for the applicable sales charge for
the Trust). A proportionate share of accrued interest on the Bonds to the
expected date of settlement for the Units is added to the Public Offering
Price. Accrued interest is the accumulated and unpaid interest on a Bond
from the last day on which interest was paid and is accounted for daily by
the Trust at the initial daily rate set forth under "Summary of Essential
Information" in Part A of this Prospectus. This daily rate is net of
estimated fees and expenses. The Public Offering Price can vary on a
daily basis from the amount stated in Part A in accordance with
fluctuations in the prices of the Bonds and the price to be paid by each
investor will be computed as of the date the Units are purchased. The
aggregate bid price evaluation of the Bonds is determined in the manner
set forth under "Trustee Redemption."

The Evaluator may obtain current bid or offering prices for
the Bonds from investment dealers or brokers (including the Sponsor) that
customarily deal in tax-exempt obligations or from any other reporting
service or source of information which the Evaluator deems appropriate.

Accrued Interest

An amount of accrued interest which represents accumulated
unpaid or uncollected interest on a Bond from the last day on which
interest was paid thereon will be added to the Public Offering Price and
paid by the Certificateholder at the time Units are purchased. Since the
Trust normally receives the interest on Bonds twice a year and the
interest on the Bonds in the Trust is accrued on a daily basis (net of
estimated fees and expenses), the Trust will always have an amount of
interest accrued but not actually received and distributed to Certificate-
holders. A Certificateholder will not recover his proportionate share of
accrued interest until the Units are sold or redeemed, or the Trust is
terminated. At that time, the Certificateholder will receive his
proportionate share of the accrued interest computed to the settlement
date in the case of a sale or termination and to the date of tender in the
case of redemption.

Employee Discounts

Employees and their immediate families of Bear, Stearns & Co.
Inc. and of any underwriter of a Trust, pursuant to employee benefit
arrangements, may purchase Units of a Trust at a price equal to the
offering side evaluation of the underlying securities in a Trust during
the initial offering period and at the bid side thereafter, divided by the
number of Units outstanding plus a reduced charge of $10.00 per Unit.
Such arrangements result in less selling effort and selling expenses than
sales to employee groups of other companies. Resales or transfers of
Units purchased under the employee benefit arrangements may only be made
through the Sponsor's secondary market, so long as it is being maintained.

Distribution Of Units

Certain banks and thrifts will make Units of the Trust
available to their customers on an agency basis. A portion of the sales
charge paid by their customers is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting
Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have indicated that these
particular agency transactions are permitted under such Act. In addition,
state securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law.

The Sponsor intends to qualify the Units for sale in
substantially all States through the Underwriters and through dealers who
are members of the National Association of Securities Dealers, Inc. Units
may be sold to dealers at prices which represent a concession of up to (a)
4% of the Public Offering Price for the Insured Municipal Securities Trust
Series or (b) $25.00 per unit for the Insured Municipal Securities Trust
Discount Series, subject to the Sponsor's right to change the dealers'
concession from time to time. In addition, for transactions of 1,000,000
Units or more, the Sponsor intends to negotiate the applicable sales
charge and such charge will be disclosed to any such purchaser. Such
Units may then be distributed to the public by the dealers at the Public
Offering Price then in effect. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units. The Sponsor
reserves the right to change the discounts from time to time.

Sponsor's Profits

The Sponsor will receive a gross commission on all Units sold
in the secondary market equal to the applicable sales charge on each
transaction. (See "Offering Price".) In addition, in maintaining a
market for the Units (see "Sponsor Repurchase") the Sponsor will realize
profits or sustain losses in the amount of any difference between the
price at which it buys Units and the price at which it resells such Units.

Participants in the Total Reinvestment Plan can designate a
broker as the recipient of a dealer concession (see "Total Reinvestment
Plan").

Comparison of Public Offering Price, Sponsor's
Repurchase Price And Redemption Price

The secondary market Public Offering Price of Units will be
determined on the basis of the current bid prices of the Bonds in the
Trust, plus the applicable sales charge. The value at which Units may be
resold in the Secondary Market or redeemed will be determined on the basis
of the current bid prices of the Bonds without any sales charge. On the
Evaluation Date, the Public Offering Price and the Sponsor's initial
Repurchase Price per Unit (each based on the bid side evaluation of the
Bonds in the Trust) each exceeded the Redemption Price and the Sponsor's
secondary market Repurchase Price per Unit (based upon the current bid
side evaluation of the Bonds in the Trust) by the amounts shown under
"Summary of Essential Information" in Part A of this Prospectus. For this
reason, among others (including fluctuations in the market prices of such
Bonds and the fact that the Public Offering Price includes the applicable
sales charge), the amount realized by a Certificateholder upon any
redemption of Sponsor repurchase of Units may be less than the price paid
for such Units.

ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN

The rate of return on an investment in Units of each Trust is
measured in terms of "Estimated Current Return" and "Estimated Long Term
Return".

Estimated Long Term Return is calculated by: (1) computing
the yield to maturity or to an earlier call date (whichever results in a
lower yield) for each Bond in a Trust's portfolio in accordance with
accepted bond practices, which practices take into account not only the
interest payable on the Bond but also the amortization of premiums or
accretion of discounts, if any; (2) calculating the average of the yields
for the Bonds in each Trust's portfolio by weighing each Bond's yield by
the market value of the Bond and by the amount of time remaining to the
date to which the Bond is priced (thus creating an average yield for the
portfolio of each Trust); and (3) reducing the average yield for the
portfolio of each Trust in order to reflect estimated fees and expenses of
that Trust and the maximum sales charge paid by Unitholders. The
resulting Estimated Long Term Return represents a measure of the return to
Unitholders earned over the estimated life of each Trust. The Estimated
Long Term Return as of the day prior to the Evaluation Date is stated for
the Trust under "Summary of Essential Information" in Part A.

Estimated Current Return is computed by dividing the Estimated
Net Annual Interest Income per Unit by the Public Offering Price per Unit.
In contrast to the Estimated Long Term Return, the Estimated Current
Return does not take into account the amortization of premium or accretion
of discount, if any, on the Bonds in the portfolios of each Trust.
Moreover, because interest rates on Bonds purchased at a premium are
generally higher than current interest rates on newly issued bonds of a
similar type with comparable rating, the Estimated Current Return per Unit
may be affected adversely if such Bonds are redeemed prior to their
maturity. On the day prior to the Evaluation Date, the Estimated Net
Annual Interest Income per Unit divided by the Public Offering Price
resulted in the Estimated Current Return stated for each Trust under
"Summary of Essential Information" in Part A.

The Estimated Net Annual Interest Income per Unit of each
Trust will vary with changes in the fees and expenses of the Trustee and
the Evaluator applicable to each Trust and with the redemption, maturity,
sale or other disposition of the Bonds in each Trust. The Public Offering
Price will vary with changes in the bid prices of the Bonds. Therefore,
there is no assurance that the present Estimated Current Return or
Estimated Long Term Return will be realized in the future.

A schedule of cash flow projections is available from the
Sponsor upon request.

RIGHTS OF CERTIFICATEHOLDERS

Certificates

Ownership of Units of the Trust is evidenced by registered
Certificates executed by the Trustee and the Sponsor. Certificates may be
issued in denominations of one or more Units and will bear appropriate
notations on their faces indicating which plan of distribution has been
selected by the Certificateholder. Certificates are transferable by
presentation and surrender to the Trustee properly endorsed and/or
accompanied by a written instrument or instruments of transfer. Although
no such charge is presently made or contemplated, the Trustee may require
a Certificateholder to pay $2.00 for each Certificate reissued or
transferred and any governmental charge that may be imposed in connection
with each such transfer or interchange. Mutilated, destroyed, stolen or
lost Certificates will be replaced upon delivery of satisfactory indemnity
and payment of expenses incurred.

Interest And Principal Distributions

Interest received by the Trust is credited by the Trustee to
an Interest Account and a deduction is made to reimburse the Trustee
without interest for any amounts previously advanced. Proceeds
representing principal received from the maturity, redemption, sale or
other disposition of the Bonds are credited to a Principal Account.

Distributions to each Certificateholder from the Interest
Account are computed as of the close of business on each Record Date for
the following Payment Date and consist of an amount substantially equal to
one-twelfth, one-half or all of such Certificateholder's pro rata share of
the Estimated Net Annual Interest Income in the Interest Account,
depending upon the applicable plan of distribution. Distributions from
the Principal Account (other than amounts representing failed contracts,
as previously discussed) will be computed as of each semi-annual Record
Date, and will be made to the Certificateholders on or shortly after the
next semi-annual Payment Date. Proceeds representing principal received
from the disposition of any of the Bonds between a Record Date and a
Payment Date which are not used for redemptions of Units will be held in
the Principal Account and not distributed until the second succeeding
semi-annual Payment Date. No distributions will be made to Certificate-
holders electing to participate in the Total Reinvestment Plan. Persons
who purchase Units between a Record Date and a Payment Date will receive
their first distribution on the second Payment Date after such purchase.

Because interest payments are not received by the Trust at a
constant rate throughout the year, interest distributions may be more or
less than the amount credited to the Interest Account as of a given Record
Date. For the purpose of minimizing fluctuations in the distributions
from the Interest Account, the Trustee will advance sufficient funds,
without interest, as may be necessary to provide interest distributions of
approximately equal amounts. All funds in respect of the Bonds received
and held by the Trustee prior to distribution to Certificateholders may be
of benefit to the Trustee and do not bear interest to Certificateholders.

As of the first day of each month, the Trustee will deduct
from the Interest Account, and, to the extent funds are not sufficient
therein, from the Principal Account, amounts necessary to pay the expenses
of the Trust (as determined on the basis set forth under "Trust Expenses
and Charges"). The Trustee also may withdraw from said accounts such
amounts, if any, as it deems necessary to establish a reserve for any
applicable taxes or other governmental charges that may be payable out of
the Trust. Amounts so withdrawn shall not be considered a part of the
Trust's assets until such time as the Trustee shall return all or any part
of such amounts to the appropriate accounts. In addition, the Trustee may
withdraw from the Interest and Principal Accounts such amounts as may be
necessary to cover purchases of Replacement Bonds and redemptions of Units
by the Trustee.

The estimated monthly, semi-annual or annual interest
distribution per Unit will initially be in the amount shown under Summary
of Essential Information and will change and may be reduced as Bonds
mature or are redeemed, exchanged or sold, or as expenses of the Trust
fluctuate. No distribution need be made from the Principal Account until
the balance therein is an amount sufficient to distribute $1.00 per Unit.

Distribution Elections

Interest is distributed monthly, semi-annually or annually,
depending upon the distribution plan applicable to the Unit purchased.
Record Dates are the first day of each month for monthly distributions,
the first day of each June and December for semi-annual distributions and
the first day of each December for annual distributions. Payment Dates
will be the fifteenth day of each month following the respective Record
Dates.

Certificateholders purchasing Units in the secondary market
will initially receive distributions in accordance with the election of
the prior owner. Every October each Certificateholder may change his
distribution election by notifying the Trustee in writing of such change
between October 1 and November 1 of each year. (Certificateholders
deciding to change their election should contact the Trustee by calling
the number listed on the back cover hereof for information regarding the
procedures that must be followed in connection with this written
notification of the change of election.) Failure to notify the Trustee on
or before November 1 of each year will result in a continuation of the
plan for the following 12 months.

Records

The Trustee shall furnish Certificateholders in connection
with each distribution a statement of the amount of interest, if any, and
the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit. Within a reasonable
time after the end of each calendar year the Trustee will furnish to each
person who at any time during the calendar year was a Certificateholder of
record, a statement showing (a) as to the Interest Account: interest
received (including amounts representing interest received upon any
disposition of Bonds and earned original issue discount, if any), amounts
paid for purchases of Replacement Bonds and redemptions of Units, if any,
deductions for applicable taxes and fees and expenses of the Trust, and
the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition
of any Bonds and the net proceeds received therefrom (including any
unearned original issue discount but excluding any portion representing
accrued interest), deductions for payments of applicable taxes and fees
and expenses of the Trust, amounts paid for purchases of Replacement Bonds
and redemptions of Units, if any, and the balance remaining after such
distributions and deductions, expressed both as a total dollar amount and
as a dollar amount representing the pro rata share of each Unit
outstanding on the last business day of such calendar year; (c) a list of
the Bonds held and the number of Units outstanding on the last business
day of such calendar year; (d) the Redemption Price per Unit based upon
the last computation thereof made such calendar year; and (e) amounts
actually distributed to Certificateholders during such calendar year from
the Interest and Principal Accounts, separately stated, expressed both as
total dollar amounts representing the pro rata share of each Unit
outstanding on the last business day of such calendar year.

The Trustee shall keep available for inspection by Certifi-
cateholders at all reasonable times during usual business hours, books of
record and account of its transactions as Trustee, including records of
the names and addresses of Certificateholders, Certificates issued or
held, a current list of Bonds in the portfolio and a copy of the Trust
Agreement.

TAX STATUS

All Bonds acquired by the Trust were accompanied by copies of
opinions of bond counsel to the issuing governmental authorities given at
the time of original delivery of the Bonds to the effect that the interest
thereon is exempt from regular federal income tax. Such interest may,
however, be subject to the federal corporate alternative minimum tax and
to state and local taxes. Neither the Sponsor nor the Trustee nor their
respective counsel has made any review of the proceedings relating to the
issuance of the Bonds or the bases for such opinion and express no opinion
as to these matters, and neither the Trustee nor the Sponsor nor their
respective counsel has made an independent examination or verification
that the federal income tax status of the Bonds has not been altered since
the time of the original delivery of those opinions.

The Revenue Reconciliation Act of 1993 ("P.L. 103-66") was
recently enacted. P.L. 103-66 increases maximum marginal income tax rates
for individuals and corporations (generally effective for taxable years
beginning after December 31, 1992), extends the authority to issue certain
categories of tax-exempt bonds (qualified small issue bonds and qualified
mortgage bonds), limits the availability of capital gain treatment for
tax-exempt bonds purchased at a market discount, increases the amount of
Social Security benefits subject to tax (effective for taxable years
beginning after December 31, 1993) and makes a variety of other changes.
Prospective investors are urged to consult their own tax advisors as to
the effect of P.L. 103-66 on an investment in Units.

In rendering the opinion set forth below, counsel has examined
the Agreement, the final form of Prospectus dated the date hereof (the
"Prospectus") and the documents referred to therein, among others, and has
relied on the validity of said documents and the accuracy and completeness
of the facts set forth therein.

In the opinion of Battle Fowler, counsel for the Sponsor,
under existing law:

The Trust is not an association taxable as a corporation for federal
income tax purposes under the Internal Revenue Code of 1986 (the "Code"),
and income received by the Trust that consists of interest excludable from
federal gross income under the Code will be excludable from the federal
gross income of the Certificateholders of the Trust.

Each Certificateholder will be considered the owner of a pro rata
portion of the Trust under Section 676(a) of the Code. Thus, each Cer-
tificateholder will be considered to have received his pro rata share of
Bond interest when it is received by the Trust, and the net income
distributable to Certificateholders that is exempt from federal income tax
when received by the Trust will constitute tax-exempt income when received
by the Certificateholders.

Gain (other than any earned original issue discount) realized on a
sale or redemption of the Bonds or on a sale of a Unit is, however,
includable in gross income for federal income tax purposes, generally as
capital gain, although gain on the disposition of a Bond or a Unit
purchased at a market discount generally will be treated as ordinary
income, rather than capital gain, to the extent of accrued market
discount. (It should be noted in this connection that such gain does not
include any amounts received in respect of accrued interest.) Such gain
may be long or short-term depending on the facts and circumstances.
Capital losses are deductible to the extent of capital gains; in addition,
up to $3,000 of capital losses of non-corporate Certificateholders may be
deducted against ordinary income. Capital assets acquired on or after
January 1, 1988 must be held for more than one year to qualify for long-
term capital gain treatment.

Each Certificateholder will realize taxable gain or loss when the
Trust disposes of a Bond (whether by sale, exchange, redemption or payment
at maturity), as if the Certificateholder had directly disposed of his pro
rata share of such Bond. The gain or loss is measured by the difference
between (i) the tax cost of such pro rata share and (ii) the amount
received therefor. For this purpose, a Certificateholder's per Unit tax
cost for each Bond is determined by allocating the total tax cost of each
Unit among all the Bonds held in the Trust (in accordance with the portion
of the Trust comprised by each Bond). In order to determine the amount of
taxable gain or loss, the Certificateholder's amount received is similarly
allocated at that time. The Certificateholder may exclude from the amount
received any amounts that represent accrued interest or the earned portion
of any original issue discount but may not exclude amounts attributable to
market discount. Thus, when a Bond is disposed of by the Trust at a gain,
taxable gain will equal the difference between (i) the amount received and
(ii) the amount paid plus any original issue discount (limited, in the
case of Bonds issued after June 8, 1980, to the portion earned from the
date of acquisition to the date of disposition). Gain on the disposition
of a Bond purchased at a market discount generally will be treated as
ordinary income, rather than capital gain, to the extent of accrued market
discount. No deduction is allowed for the amortization of bond premium on
tax-exempt bonds such as the Bonds in computing regular federal income
tax.

Discount generally accrues based on the principle of compounding of
accrued interest, not on a straight-line or ratable method, with the
result that the amount of earned original issue discount is less in the
earlier years and more in the later years of a bond term. The tax basis
of a discount bond is increased by the amount of accrued, tax-exempt
original issue discount thus determined. This method of calculation will
produce higher capital gains (or lower losses) to a Certificateholder, as
compared to the results produced by the straight-line method of accounting
for original issue discount, upon an early disposition of a Bond by the
Trust or of a Unit by a Certificateholder.

A Certificateholder may also realize taxable income or loss when a
Unit is sold or redeemed. The amount received is allocated among all the
Bonds in the Trust in the same manner as when the Trust disposes of Bonds
and the Certificateholder may exclude accrued interest and the earned
portion of any original issue discount (but not amounts attributable to
market discount). The return of a Certificateholder's tax cost is
otherwise a tax-free return of capital.

A portion of social security benefits is includable in gross income
for taxpayers whose "modified adjusted gross income" combined with a
portion of their benefits exceeds a base amount. The base amount is
$25,000 for an individual, $32,000 for a married couple filing a joint
return and zero for married persons filing separate returns. Interest on
tax-exempt bonds is to be added to adjusted gross income for purposes of
computing the amount of Social Security benefits that are includable in
gross income and determining whether an individual's income exceeds the
base amount above which a portion of the benefits would be subject to tax.
For taxable years beginning after December 31, 1993, the amount of Social
Security benefits subject to tax has been increased.

Corporate Certificateholders are required to include in federal
corporate alternative minimum taxable income 75 percent of the amount by
which the adjusted current earnings (which will include tax-exempt
interest) of the corporation exceeds the alternative minimum taxable
income (determined without this item). Further, interest on the Bonds is
includable in a 0.12% additional corporate minimum tax imposed by the
Superfund Amendments and Reauthorization Act of 1986 for taxable years
beginning before January 1, 1996. In addition, in certain cases, Subchap-
ter S corporations with accumulated earnings and profits from Subchapter C
years will be subject to a minimum tax on excess "passive investment
income" which includes tax-exempt interest.

Any proceeds received pursuant to the terms of the insurance on the
Bonds that represent maturing interest on defaulted obligations will be
excludable from federal gross income if, and to the same extent that, such
interest would have been so excludable if paid by the issuers of such
defaulted obligations.

The Trust is not subject to the New York State Franchise Tax on
Business Corporations or the New York City General Corporation Tax. For a
Certificateholder who is a New York resident, however, a pro rata portion
of all or part of the income of the Trust will be treated as the income of
the Certificateholder under the income tax laws of the State and City of
New York. Similar treatment may apply in other states.

The exemption of interest on municipal obligations for federal
income tax purposes does not necessarily result in exemption under the
income tax laws of any state or political subdivision. In general,
municipal bond interest exempt from federal income tax is taxable income
to residents of the State or City of New York under the tax laws of those
jurisdictions unless the bonds are issued by the State of New York or one
of its political subdivisions or by the Commonwealth of Puerto Rico or one
of its political subdivisions. For corporations doing business in New
York State, interest earned on state and municipal obligations that are
exempt from federal income tax, including obligations of New York State,
its political subdivisions and instrumentalities, must be included in
calculating New York State and New York City entire net income for
purposes of calculating New York State and New York City franchise
(income) tax. The laws of the several states and local taxing authorities
vary with respect to the taxation of such obligations and each Certifi-
cateholder is advised to consult his own tax advisor as to the tax
consequences of his Certificates under state and local tax laws.

In the case of Bonds that are industrial revenue bonds
("IRBs") or certain types of private activity bonds, the opinions of bond
counsel to the respective issuing authorities indicate that interest on
such Bonds is exempt from regular federal income tax. However, interest
on such Bonds will not be exempt from regular federal income tax for any
period during which such Bonds are held by a "substantial user" of the
facilities financed by the proceeds of such Bonds or by a "related person"
thereof within the meaning of the Code. Therefore, interest on any such
Bonds allocable to a Certificateholder who is such a "substantial user" or
"related person" thereof will not be tax-exempt. Furthermore, in the case
of IRBs that qualify for the "small issue" exemption, the "small issue"
exemption will not be available or will be lost if, at any time during the
three-year period beginning on the later of the date the facilities are
placed in service or the date of issue, all outstanding tax-exempt IRBs,
together with a proportionate share of any present issue, of an owner or
principal user (or related person) of the facilities exceeds $40,000,000.
In the case of IRBs issued under the $10,000,000 "small issue" exemption,
interest on such IRBs will become taxable if the face amount of the IRBs
plus certain capital expenditures exceeds $10,000,000.

In addition, a Bond can lose its tax-exempt status as a result
of other subsequent but unforeseeable events such as prohibited
"arbitrage" activities by the issuer of the Bond or the failure of the
Bond to continue to satisfy the conditions required for the exemption of
interest thereon from regular federal income tax. No investigation has
been made as to the current or future owners or users of the facilities
financed by the Bonds, the amount of such persons' outstanding tax-exempt
IRBs, or the facilities themselves, and no assurance can be given that
future events will not affect the tax-exempt status of the Bonds.
Investors should consult their tax advisors for advice with respect to the
effect of these provisions on their particular tax situation.

Interest on indebtedness incurred or continued to purchase or
carry the Units is not deductible for regular federal income tax purposes.
However, such interest is deductible for New York State and New York City
income tax purposes by corporations that are required to include interest
on the Bonds in New York State and New York City entire net income for
purposes of calculating the New York State and New York City franchise
(income) taxes. In addition, under rules used by the Internal Revenue
Service for determining when borrowed funds are considered used for the
purpose of purchasing or carrying particular assets, the purchase of Units
may be considered to have been made with borrowed funds even though the
borrowed funds are not directly traceable to the purchase of Units. Also,
in the case of certain financial institutions that acquire Units, in
general no deduction is allowed for interest expense allocable to the
Units.

From time to time proposals have been introduced before
Congress to restrict or eliminate the federal income tax exemption for
interest on debt obligations similar to the Bonds in the Trust, and it can
be expected that similar proposals may be introduced in the future.

In a 1988 decision (South Carolina v. Baker), the U.S. Supreme
Court held that the federal government may constitutionally require states
to register bonds they issue and subject the interest on such bonds to
federal income tax if not registered, and that there is no constitutional
prohibition against the federal government's taxing the interest earned on
state or other municipal bonds. The Supreme Court decision affirms the
authority of the federal government to regulate and control bonds such as
the Bonds in the Trust and to tax interest on such bonds in the future.
The decision does not, however, affect the current exemption from taxation
of the interest earned on the Bonds in the Trust in accordance with Sec-
tion 103 of the Code.

The opinions of bond counsel or special tax counsel to the
issuing governmental authorities to the effect that interest on the Bonds
is exempt from regular federal income tax may be limited to law existing
at the time the Bonds were issued, and may not apply to the extent that
future changes in law, regulations or interpretations affect such Bonds.
Investors are advised to consult their own tax advisors for advice with
respect to the effect of any legislative changes.

LIQUIDITY

Sponsor Repurchase

The Sponsor, although not obligated to do so, intends to
maintain a secondary market for the Units and continuously to offer to
repurchase the Units. The Sponsor's secondary market repurchase price,
after the initial public offering is completed, will be based on the
aggregate bid price of the Bonds in the Trust portfolio, determined by the
Evaluator on a daily basis, and will be the same as the redemption price.
The aggregate bid price is determined by the Evaluator on a daily basis
and completed on the basis set forth under "Trustee Redemption". Certifi-
cateholders who wish to dispose of their Units should inquire of the
Sponsor as to current market prices prior to making a tender for
redemption. The Sponsor may discontinue repurchase of Units if the supply
of Units exceeds demand, or for other business reasons. The date of
repurchase is deemed to be the date on which Certificates representing
Units are physically received in proper form by Bear, Stearns & Co. Inc.,
245 Park Avenue, New York, NY 10167. Units received after 4 P.M., New
York Time, will be deemed to have been repurchased on the next business
day. In the event a market is not maintained for the Units, a Certifi-
cateholder may be able to dispose of Units only by tendering them to the
Trustee for redemption.

Prospectuses relating to certain other bond trusts indicate an
intention by the respective Sponsor, subject to change, to repurchase
units on the basis of a price higher than the bid prices of the bonds in
the trusts. Consequently, depending on the prices actually paid, the
secondary market repurchase price of other trusts may be computed on a
somewhat more favorable basis than the repurchase price offered by the
Sponsor for units of this Trust, although in all bond trusts, the purchase
price of a unit depends primarily on the value of the bonds in the trust
portfolio.

Units purchased by the Sponsor in the secondary market may be
re-offered for sale by the Sponsor at a price based on the aggregate bid
price of the Bonds in the Trust plus the applicable sales charge (see
"Public Offering Price" in Part A) plus net accrued interest. Any Units
that are purchased by the Sponsor in the secondary market also may be
redeemed by the Sponsor if it determines such redemption to be in its best
interest.

The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee
for redemption (see "Trustee Redemption"). Factors which the Sponsor will
consider in making a determination will include the number of Units of all
Trusts which it has in inventory, its estimate of the salability and the
time required to sell such Units and general market conditions. For
example, if in order to meet redemptions of Units the Trustee must dispose
of Bonds, and if such disposition cannot be made by the redemption date
(seven calendar days after tender), the Sponsor may elect to purchase such
Units. Such purchase shall be made by payment to the Certificateholder
not later than the close of business on the redemption date of an amount
equal to the Redemption Price on the date of tender.

Trustee Redemption

Units may also be tendered to the Trustee for redemption at
its corporate trust office as set forth in Part A of this Prospectus, upon
proper delivery of Certificates representing such Units and payment of any
relevant tax. At the present time there are no specific taxes related to
the redemption of Units. No redemption fee will be charged by the Sponsor
or the Trustee. Units redeemed by the Trustee will be cancelled.

Certificates representing Units to be redeemed must be
delivered to the Trustee and must be properly endorsed or accompanied by
proper instruments of transfer with signature guaranteed (or by providing
satisfactory indemnity, as in the case of lost, stolen or mutilated
Certificates). Thus, redemptions of Units cannot be effected until
Certificates representing such Units have been delivered by the person
seeking redemption. (See "Certificates".) Certificateholders must sign
exactly as their names appear on the faces of their Certificates. In
certain instances the Trustee may require additional documents such as,
but not limited to, trust instruments, certificates of death, appointments
as executor or administrator or certificates of corporate authority.

Within seven calendar days following a tender for redemption,
or, if such seventh day is not a business day, on the first business day
prior thereto, the Certificateholder will be entitled to receive in cash
an amount for each Unit tendered equal to the Redemption Price per Unit
computed as of the Evaluation Time set forth under "Summary of Essential
Information" in Part A on the date of tender. The "date of tender" is
deemed to be the date on which Units are received by the Trustee, except
that with respect to Units received after the close of trading on the New
York Stock Exchange, the date of tender is the next day on which such
Exchange is open for trading, and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the Redemption Price
computed on that day.

Accrued interest paid on redemption shall be withdrawn from
the Interest Account, or, if the balance therein is insufficient, from the
Principal Account. All other amounts paid on redemption shall be
withdrawn from the Principal Account. The Trustee is empowered to sell
Bonds in order to make funds available for redemptions. Such sales, if
required, could result in a sale of Bonds by the Trustee at a loss. To
the extent Bonds are sold, the size and diversity of the Trust will be
reduced.

The Redemption Price per Unit is the pro rata share of each
Unit in the Trust determined by the Trustee on the basis of (i) the cash
on hand in the Trust or moneys in the process of being collected, (ii) the
value of the Bonds in the Trust based on the bid prices of such Bonds and
(iii) interest accrued thereon, less (a) amounts representing taxes or
other governmental charges payable out of the Trust, (b) the accrued
expenses of the Trust and (c) cash allocated for the distribution to Cer-
tificateholders of record as of the business day prior to the evaluation
being made. The Evaluator may determine the value of the Bonds in the
Trust (1) on the basis of current bid prices of the Bonds obtained from
dealers or brokers who customarily deal in bonds comparable to those held
by the Trust, (2) on the basis of bid prices for bonds comparable to any
Bonds for which bid prices are not available, (3) by determining the value
of the Bonds by appraisal, or (4) by any combination of the above. The
Evaluator will determine the aggregate current bid price evaluation of the
Bonds in the Trust, taking into account the market value of the Bonds
insured under the Bond Insurance Policy, in the manner described as set
forth under "Public Offering--Offering Price". Insurance does not
guarantee the market value of the Bonds or the Units, and while Bond
insurance represents an element of market value in regard to insured
Bonds, its exact effect, if any, on market value cannot be predicted.

The Trustee is irrevocably authorized in its discretion, if
the Sponsor does not elect to purchase a Unit tendered for redemption or
if the Sponsor tenders a Unit for redemption, in lieu of redeeming such
Unit, to sell such Unit in the over-the-counter market for the account of
the tendering Certificateholder at prices which will return to the Cer-
tificateholder an amount in cash, net after deducting brokerage
commissions, transfer taxes and other charges, equal to or in excess of
the Redemption Price for such Unit. The Trustee will pay the net proceeds
of any such sale to the Certificateholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.

The Trustee reserves the right to suspend the right of
redemption and to postpone the date of payment of the Redemption Price per
Unit for any period during which the New York Stock Exchange is closed,
other than customary weekend and holiday closings, or trading on that
Exchange is restricted or during which (as determined by the Securities
and Exchange Commission) an emergency exists as a result of which disposal
or evaluation of the Bonds is not reasonably practicable, or for such
other periods as the Securities and Exchange Commission may by order
permit. The Trustee and the Sponsor is not liable to any person or in any
way for any loss or damage which may result from any such suspension or
postponement.

A Certificateholder who wishes to dispose of his Units should
inquire of his bank or broker in order to determine if there is a current
secondary market price in excess of the Redemption Price.

TOTAL REINVESTMENT PLAN

Under the Total Reinvestment Plan (the "Plan"), semi-annual
and annual Certificateholders (except Texas residents*) may elect to have
all interest and principal distributions, if any, with respect to their
Units reinvested either in units of various series of "Insured Municipal
Securities Trust" or "Municipal Securities Trust" which will have been
created shortly before each semi-annual or annual Payment Date (a "Primary
Series") or, if units of a Primary Series are not available, in units of a
previously formed series of the Trust which have been repurchased by the
Sponsor in the secondary market or which constitute a portion of the Units
of the Trust not sold by the Sponsor prior to such Payment Date (a
"Secondary Series") (Primary Series and Secondary Series are hereafter
collectively referred to as "Available Series"). Series of "Municipal
Securities Trustee" do not have insurance. The first interest
distribution to Certificateholders cannot be reinvested unless such
distribution is scheduled for June 15 or December 15 in the case of semi-
annual Certificateholders or December 15 in the case of annual Certifi-
cateholders (each such date being referred to herein as the "Plan
Reinvestment Date").

* Texas residents may elect to participate in the "Total Reinvestment
Plan for Texas Residents" hereinafter described.

Under the Plan (subject to compliance with applicable blue sky
laws), fractional units ("Plan Units") will be purchased from the Sponsor
at a price equal to the aggregate offering price per Unit of the bonds in
the Available Series portfolio during the initial offering of the
Available Series or at the aggregate bid price per Unit of the Available
Series if its initial offering has been completed, plus a sales charge
equal to 3.627% of the net amount invested in such bonds or 3-1/2% of the
Reinvestment Price per Plan Unit, plus accrued interest, divided by one
hundred (the "Reinvestment Price per Plan Unit"). All Plan Units will be
sold at this reduced sales charge of 3-1/2% in comparison to the regular
sales charge on primary and secondary market sales of Units in any series
of "Municipal Securities Trust". Participants in the Plan will have the
opportunity to designate, in the Authorization Form for the Plan, the name
of a broker to whom the Sponsor will allocate a sales commission of 1-1/2%
of the Reinvestment Price per Plan Unit, payable out of the 3-1/2% sales
charge. If no such designation is made, the Sponsor will retain the sales
commission.

Under the Plan, the entire amount of a participant's income
and principal distributions will be reinvested. For example, a Certifi-
cateholder who is entitled to receive $130.50 interest income from the
Trust would acquire 13.05 Plan Units assuming that the Reinvestment Price
per Plan Unit, plus accrued interest, approximated $10 (Ten Dollars).

A semi-annual or annual Certificateholder may join the Plan at
the time he invests in Units of the Trust or any time thereafter by
delivering to the Trustee an Authorization Form which is available from
brokers, any Underwriter of the Units or the Sponsor. In order that
distributions may be reinvested on a particular Plan Reinvestment Date,
the Authorization Form must be received by the Trustee not later than the
15th day of the month preceding such Date. Authorization Forms not
received in time for a particular Plan Reinvestment Date will be valid
only for the second succeeding Plan Reinvestment Date. Similarly, a
participant may withdraw from the program at any time by notifying the
Trustee (see below). However, if written confirmation of withdrawal is
not given to the Trustee prior to a particular distribution, the
participant will be deemed to have elected to participate in the Plan with
respect to that particular distribution and his withdrawal would become
effective for the next succeeding distribution.

Once delivered to the Trustee, an Authorization Form will
constitute a valid election to participate in the Plan with respect to
Units purchased in the Trust (and with respect to Plan Units purchased
with the distributions from the Units purchased in the Trust) for each
subsequent distribution so long as the Certificateholder continues to
participate in the Plan. However, if an Available Series should
materially differ from the Trust in the opinion of the Sponsor, the
authorization will be voided and participants will be provided with both a
notice of the material change and a new Authorization Form which would
have to be returned to the Trustee before the Certificateholder would
again be able to participate in the Plan. The Sponsor anticipates that a
material difference which would result in a voided authorization would
include such facts as the inclusion of bonds in the Available Series
portfolio the interest income on which was not exempt from all federal
income tax, or the inclusion of bonds which were not rated "A" or better
by Standard & Poor's Corporation or Moody's Investors Service, Inc. on the
date such bonds were initially deposited in the Available Series
portfolio.

The Sponsor has the option at any time to use units of a
Secondary Series to fulfill the requirements of the Plan in the event
units of a Primary Series are not available either because a Primary
Series is not then in existence or because the registration statement
relating thereto is not declared effective in sufficient time to
distribute final prospectuses to Plan participants (see below). It should
be noted that there is no assurance that the quality and diversification
of the Bonds in any Available Series or the estimated current return
thereon will be similar to that of this Trust.

It is the Sponsor's intention that Plan Units will be offered
on or about each semi-annual and annual Record Date for determining who is
eligible to receive distributions on the related Payment Date. Such
Record Dates are June 1 and December 1 of each year for semi-annual Cer-
tificateholders, and December 1 of each year for annual Certificate-
holders. On each Record Date the Sponsor will send a current Prospectus
relating to the Available Series being offered for the next Plan
Reinvestment Date along with a letter which reminds each participant that
Plan Units are being purchased for him as part of the Plan unless he
notifies the Trustee in writing by that Plan Reinvestment Date that he no
longer wishes to participate in the Plan. In the event a Primary Series
has not been declared effective in sufficient time to distribute a final
Prospectus relating thereto and there is no Secondary Series as to which a
registration statement is currently effective, it is the Sponsor's
intention to suspend the Plan and distribute to each participant his
regular semi-annual or annual distribution. If the Plan is so suspended,
it will resume in effect with the next Plan Reinvestment Date assuming
units of an Available Series are then being offered.

To aid a participant who might desire to withdraw either from
the Plan or from a particular distribution, the Trustee has established a
toll free number (see "Summary of Essential Information" in Part A) for
participants to use for notification of withdrawal, which must be
confirmed in writing prior to the Plan Reinvestment Date. Should the
Trustee be so notified, it will make the appropriate cash disbursement.
Unless the withdrawing participant specifically indicates in his written
confirmation that (a) he wishes to withdraw from the Plan for that
particular distribution only, or (b) he wishes to withdraw from the Plan
for less than all units of each series of "Municipal Securities Trust" or
"Insured Municipal Securities Trust" which he might then own (and
specifically identifies which series are to continue in the Plan), he will
be deemed to have withdrawn completely from the Plan in all respects.
Once a participant withdraws completely, he will only be allowed to again
participate in the Plan by submitting a new Authorization Form. A sale or
redemption of a portion of a participant's Plan Units will not constitute
a withdrawal from the Plan with respect to the remaining Plan Units owned
by such participant.

Unless a Certificateholder notifies the Trustee in writing to
the contrary, each semi-annual and annual Certificateholder who has
acquired Plan Units will be deemed to have elected the semi-annual and
annual plan of distribution, respectively, and to participate in the Plan
with respect to distributions made in connection with such Plan Units.
(Should the Available Series from which Plan Units are purchased for the
account of an annual Certificateholder fail to have an annual distribution
plan, such Certificateholder will be deemed to have elected the semi-
annual plan of distribution, and to participate in the Plan with respect
to distributions made, in connection with such Plan Units.) A participant
who subsequently desires to have distributions made with respect to Plan
Units delivered to him in cash may withdraw from the Plan with respect to
such Plan Units and remain in the Plan with respect to units acquired
other than through the Plan. Assuming a participant has his distributions
made with respect to Plan Units reinvested, all such distributions will be
accumulated with distributions generated from the Units of the Trust used
to purchase such additional Plan Units. However, distributions related to
units in other series of "Municipal Securities Trust" will not be
accumulated with the foregoing distributions for Plan purchases. Thus, if
a person owns units in more than one series of "Municipal Securities
Trust" (which are not the result of purchases under the Plan),
distributions with respect thereto will not be aggregated for purchases
under the Plan.

Although not obligated to do so, the Sponsor intends to
maintain a market for the Plan Units and continuously to offer to purchase
Plan Units at prices based upon the aggregate offering price of the Bonds
in the Available Series portfolio during the initial offering of the
Available Series, or at the aggregate bid price of the Bonds of the
Available Series after its initial offering has been completed. The
Sponsor may discontinue such purchases at any time. The aggregate bid
price of the underlying bonds may be expected to be less than the
aggregate offering price. In the event that a market is not maintained
for Plan Units, a participant desiring to dispose of his Plan Units may be
able to do so only by tendering such Plan Units to the Trustee for
redemption at the Redemption Price of the full units in the Available
Series corresponding to such Plan Units, which is based upon the aggregate
bid price of the underlying bonds as described in the "Insured Municipal
Securities Trust" Prospectus for the Available Series in question. If a
participant wishes to dispose of his Plan Units, he should inquire of the
Sponsor as to current market prices prior to making a tender for
redemption to the Trustee.

Any participant may tender his Plan Units for redemption to
the Available Series Trust. Participants may redeem Plan Units by making
a written request to the Trustee, at the address listed in the "Summary of
Essential Information" in Part A, on the Redemption Form supplied by the
Trustee. The redemption price per Plan Unit will be determined as set
forth in the "Insured Municipal Securities Trust" Prospectus of the
Available Series from which such Plan Unit was purchased following receipt
of the request and adjusted to reflect the fact that it relates to a Plan
Unit. There is no charge for the redemption of Plan Units.

The Trust Agreement requires that the Trustee notify the
Sponsor of any tender of Plan Units for redemption. So long as the
Sponsor is maintaining a bid in the secondary market, the Sponsor will
purchase any Plan Units tendered to the Trustee for redemption by making
payment therefor to the Certificateholder in an amount not less than the
redemption price for such Plan Units on the date of tender not later than
the day on which such Plan Units otherwise would have been redeemed by the
Trustee.

Participants in the Plan will not receive individual
certificates for their Plan Units unless the amount of Plan Units
accumulated represents $1,000 principal amount of bonds underlying such
Units and, in such case, a written request for certificates is made to the
Trustee. All Plan Units will be accounted for by the Trustee on a book
entry system. Each time Plan Units are purchased under the Plan, a
participant will receive a confirmation stating his cost, number of Units
purchased and estimated current return. Questions regarding a
participant's statements should be directed to the Trustee by calling the
Trustee at the number set forth under "Summary of Essential Information"
in Part A of this Prospectus.

All expenses relating to the operation of the Plan will be
borne by the Sponsor. The Sponsor and the Trustee reserve the right to
suspend, modify or terminate the Plan at any time for any reason,
including the right to suspend the Plan if the Sponsor is unable or
unwilling to establish a Primary Series or is unable to provide Secondary
Series Units. All participants will receive notice of any such
suspension, modification or termination.

Total Reinvestment Plan For Texas Residents

Except as specifically provided under this section, and unless
the context otherwise requires, all provisions and definitions contained
under the heading "Total Reinvestment Plan" shall be applicable to the
Total Reinvestment Plan for Texas Residents ("Texas Plan").

Semi-annual and annual Certificateholders of the Trust who are
residents of Texas have the option prior to any semi-annual or annual
distribution to affirmatively elect to reinvest that distribution,
including both interest and principal, if any, in an Available Series.

A resident of Texas who is a semi-annual or annual Certifi-
cateholder may join the Texas Plan for any particular semi-annual or
annual distribution by delivering to the Trustee an Authorization Form For
Texas Residents ("Texas Authorization Form") specifically mentioning the
date of the particular semi-annual or annual distribution he wishes to
reinvest. On or about each semi-annual or annual Record Date, Texas
Authorization Forms shall be sent by the Trustee to every Certificate-
holder who, according to the Trustee's records, is a resident of Texas.
In the event that the Sponsor suspends the Plan or the Texas Plan no Texas
Authorization Forms shall be sent. In order that distributions may be
reinvested on a particular Plan Reinvestment Date, the Texas Authorization
Form must be received by the Trustee on or before such Date. Texas
Authorization Forms not received in time for the Plan Reinvestment Date
will be deemed void. A participant who delivers a Texas Authorization
Form to the Trustee may thereafter withdraw said authorization by
notifying the Trustee at its toll free telephone number prior to a Plan
Reinvestment Date. Such notification of withdrawal must be confirmed in
writing prior to the Plan Reinvestment Date. Under no circumstances shall
a Texas Authorization Form be provided or accepted by the Trustee which
provides for the reinvestment of distributions for more than one Plan
Reinvestment Date.

On or about each semi-annual and annual Record Date, the
Sponsor will send a current Prospectus relating to the Available Series
being offered on the next Plan Reinvestment Date along with a letter
incorporating a Texas Authorization Form which specifies the funds
available for reinvestment, reminds each participant that no Plan Units
will be purchased for him unless the Texas Authorization Form is received
by the Trustee on or before that particular Plan Reinvestment Date, and
states that the Texas Authorization Form is valid only for that particular
semi-annual or annual distribution. If the Available Series should
materially differ from the Trust, the participant will be provided with a
notice of the material change and a new Texas Authorization Form which
would have to be returned to the Trustee before the Certificateholder
would again be able to participate in the Plan.

Each semi-annual and annual Certificateholder who has acquired
Plan Units will be deemed to have elected the semi-annual and annual plan
of distribution, respectively, with respect to such Units, but such Cer-
tificateholder will not be deemed to participate in the Plan for any
particular distribution unless and until he delivers to the Trustee a
Texas Authorization Form pertaining to those Plan Units. (Should the
Available Series from which Plan Units are purchased for the account of an
annual Certificateholder fail to have an annual distribution plan, such
Certificateholder will be deemed to have elected the semi-annual plan of
distribution, and to participate in the Plan with respect to distributions
made in connection with such Plan Units.)

TRUST ADMINISTRATION

Portfolio Supervision

Except for the purchase of Replacement Bonds or as discussed
herein, the acquisition of any Bonds for the Trust other than Bonds
initially deposited by the Sponsor is prohibited. Although it is the
Sponsor's and Trustee's intention not to dispose of Bonds insured pursuant
to the Bond Insurance in the event of default, nevertheless, the Sponsor
may direct the Trustee to dispose of Bonds upon (i) default in payment of
principal or interest on such Bonds, (ii) institution of certain legal
proceedings with respect to the issuers of such Bonds, (iii) default under
other documents adversely affecting debt service on such Bonds,
(iv) default in payment of principal or interest on other obligations of
the same issuer or guarantor, (v) with respect to revenue Bonds, decline
in revenues and income of any facility or project below the estimated
levels calculated by proper officials charged with the construction or
operation of such facility or project or (vi) decline in price or the
occurrence of other market or credit factors that in the opinion of the
Sponsor would make the retention of such Bonds in the Trust detrimental to
the interests of the Certificateholders. If a default in the payment of
principal or interest on any of the Bonds occurs and if the Sponsor fails
to instruct the Trustee to sell or hold such Bonds, the Trust Agreement
provides that the Trustee may sell such Bonds. The Trustee shall not be
liable for any depreciation or loss by reason of any sale of bonds or by
reason of the failure of the Sponsor to give directions to the Trustee.

The Sponsor is authorized by the Trust Agreement to direct the
Trustee to accept or reject certain plans for the refunding or refinancing
of any of the Bonds. Any bonds received in exchange or substitution will
be held by the Trustee subject to the terms and conditions of the
Agreement to the same extent as the Bonds originally deposited. Within
five days after such deposit, notice of such exchange and deposit shall be
given by the Trustee to each Certificateholder registered on the books of
the Trustee, including an identification of the Bonds eliminated and the
Bonds substituted therefor.

Trust Agreement, Amendment And Termination

The Trust Agreement may be amended by the Trustee, the Sponsor
and the Evaluator without the consent of any of the Certificateholders:
(1) to cure any ambiguity or to correct or supplement any provision which
may be defective or inconsistent; (2) to change any provision thereof as
may be required by the Securities and Exchange Commission or any successor
governmental agency; or (3) to make such other provisions in regard to
matters arising thereunder as shall not adversely affect the interests of
the Certificateholders.

The Trust Agreement may also be amended in any respect, or
performance of any of the provisions thereof may be waived, with the
consent of the holders of Certificates evidencing 66-2/3% of the Units
then outstanding for the purpose of modifying the rights of Certificate-
holders; provided that no such amendment or waiver shall reduce any Cer-
tificateholder's interest in the Trust without his consent or reduce the
percentage of Units required to consent to any such amendment or waiver
without the consent of the holders of all Certificates. The Trust
Agreement may not be amended, without the consent of the holders of all
Certificates then outstanding, to increase the number of Units issuable or
to permit the acquisition of any bonds in addition to or in substitution
for those initially deposited in the Trust, except in accordance with the
provisions of the Trust Agreement. The Trustee shall promptly notify Cer-
tificateholders, in writing, of the substance of any such amendment.

The Trust Agreement provides that the Trust shall terminate
upon the maturity, redemption or other disposition, as the case may be, of
the last of the Bonds held in the Trust but in no event is it to continue
beyond the end of the calendar year preceding the fiftieth anniversary of
the execution of the Trust Agreement. If the value of the Trust shall be
less than the minimum amount set forth under "Summary of Essential
Information" in Part A, the Trustee may, in its discretion, and shall when
so directed by the Sponsor, terminate the Trust. The Trust may also be
terminated at any time with the consent of the holders of Certificates
representing 100% of the Units then outstanding. In the event of
termination, written notice thereof will be sent by the Trustee to all
Certificateholders. Within a reasonable period after termination, the
Trustee must sell any Bond remaining in the Trust, and, after paying all
expenses and charges incurred by the Trust, distribute to each Certifi-
cateholder, upon surrender for cancellation of his Certificate for Units,
his pro rata share of the Interest and Principal Accounts.

The Sponsor

The Sponsor, Bear, Stearns & Co. Inc., a Delaware corporation,
is engaged in the underwriting, investment banking and brokerage business
and is a member of the National Association of Securities Dealers, Inc.
and all principal securities and commodities exchanges, including the New
York Stock Exchange, the American Stock Exchange, the Midwest Stock
Exchange and the Pacific Stock Exchange. Bear Stearns maintains its
principal business offices at 245 Park Avenue, New York, New York 10167
and, since its reorganization from a partnership to a corporation in
October, 1985 has been a wholly-owned subsidiary of The Bear Stearns
Companies Inc. Bear Stearns, through its predecessor entities, has been
engaged in the investment banking and brokerage business since 1923. Bear
Stearns is the sponsor for numerous series of unit investment trusts,
including: A Corporate Trust, Series 1 (and Subsequent Series); New York
Municipal Trust, Series 1 (and Subsequent Series), Discount and Zero
Coupon Fund, 1st Series (and Subsequent Series); Municipal Securities
Trust, Series 1 (and Subsequent Series), 1st Discount Series (and
Subsequent Series); High Income Series 1 (and Subsequent Series); Multi-
State Series 1 (and Subsequent Series); Insured Municipal Securities
Trust, Series 1-4 (Multiplier Portfolio), Series 1 (and Subsequent
Series), 5th Discount Series (and Subsequent Series), Navigator Series
(and Subsequent Series); Mortgage Securities Trust, CMO Series 1 (and
Subsequent Series) and Equity Securities Trust, Series 1, Signature
Series, Gabelli Communications Income Trust (and Subsequent Series). The
information included herein is only for the purpose of informing investors
as to the financial responsibility of the Sponsor and its ability to carry
out its contractual obligations.

The Sponsor is liable for the performance of its obligations
arising from its responsibilities under the Trust Agreement, but will be
under no liability to Certificateholders for taking any action, or
refraining from taking any action, in good faith pursuant to the Trust
Agreement, or for errors in judgment except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.

The Sponsor may resign at any time by delivering to the
Trustee an instrument of resignation executed by the Sponsor.

If at any time the Sponsor shall resign or fail to perform any
of its duties under the Trust Agreement or becomes incapable of acting or
becomes bankrupt or its affairs are taken over by public authorities, then
the Trustee may either (a) appoint a successor Sponsor; (b) terminate the
Trust Agreement and liquidate the Trust; or (c) continue to act as Trustee
without terminating the Trust Agreement. Any successor Sponsor appointed
by the Trustee shall be satisfactory to the Trustee and, at the time of
appointment, shall have a net worth of at least $1,000,000.

The Trustee

For certain of the Trusts as set forth in the "Summary of
Essential Information" in Part A, the Trustee is United States Trust
Company of New York, with its principal place of business at 770 Broadway,
New York, New York 10003. United States Trust Company of New York has,
since its establishment in 1853, engaged primarily in the management of
trust and agency accounts for individuals and corporations. The Trustee
is a member of the New York Clearing House Association and is subject to
supervision and examination by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.

For certain other Trusts as set forth in the "Summary of
Essential Information" in Part A, the Trustee is The Bank of New York, a
trust company organized under the laws of New York, having its offices at
101 Barclay Street, New York, New York 10286 (1-800-431-8002). The Bank
of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of
Governors of the Federal Reserve System, and its deposits are insured by
the Federal Deposit Insurance Corporation to the extent permitted by law.
The Trustee must be a banking corporation organized under the laws of the
United States or any state which is authorized under such laws to exercise
corporate trust powers and must have at all times an aggregate capital,
surplus and undivided profits of not less than $5,000,000. The duties of
the Trustee are primarily ministerial in nature. The Trustee did not
participate in the selection of Securities for the portfolio of the Trust.

The Trustee shall not be liable or responsible in any way for
taking any action, or for refraining from taking any action, in good faith
pursuant to the Trust Agreement, or for errors in judgment; or for any
disposition of any moneys, bonds or Certificates in accordance with the
Trust Agreement, except in cases of its own willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and
duties; provided, however, that the Trustee shall not in any event be
liable or responsible for any evaluation made by the Evaluator. In
addition, the Trustee shall not be liable for any taxes or other
governmental charges imposed upon or in respect of the Bonds or the Trust
which it may be required to pay under current or future law of the United
States or any other taxing authority having jurisdiction. The Trustee
shall not be liable for depreciation or loss incurred by reason of the
sale by the Trustee of any of the Bonds pursuant to the Trust Agreement.

For further information relating to the responsibilities of
the Trustee under the Trust Agreement, reference is made to the material
set forth under "Rights of Certificateholders".

The Trustee may resign by executing an instrument in writing
and filing the same with the Sponsor, and mailing a copy of a notice of
resignation to all Certificateholders. In such an event the Sponsor is
obligated to appoint a successor Trustee as soon as possible. In
addition, if the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the Sponsor may
remove the Trustee and appoint a successor as provided in the Trust
Agreement. Notice of such removal and appointment shall be mailed to each
Certificateholder by the Sponsor. If upon resignation of the Trustee no
successor has been appointed and has accepted the appointment within
thirty days after notification, the retiring Trustee may apply to a court
of competent jurisdiction for the appointment of a successor. The
resignation or removal of the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of
competent jurisdiction appoints a successor Trustee. Upon execution of a
written acceptance of such appointment by such successor Trustee, all the
rights, powers, duties and obligations of the original Trustee shall vest
in the successor.

Any corporation into which the Trustee may be merged or with
which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Trustee shall be a party, shall be the
successor Trustee. The Trustee must always be a banking corporation
organized under the laws of the United States or any State and have at all
times an aggregate capital, surplus and undivided profits of not less than
$2,500,000.

The Evaluator

The Evaluator is Kenny S&P Evaluation Services, a division of
Kenny Information Systems, Inc. with main offices located at 65 Broadway,
New York, New York 10006. The Evaluator is a wholly-owned subsidiary of
McGraw-Hill Inc. The Evaluator is a registered investment advisor and
also provides financial information services.

The Trustee, the Sponsor and the Certificateholders may rely
on any evaluation furnished by the Evaluator and shall have no
responsibility for the accuracy thereof. Determinations by the Evaluator
under the Trust Agreement shall be made in good faith upon the basis of
the best information available to it, provided, however, that the
Evaluator shall be under no liability to the Trustee, the Sponsor or Cer-
tificateholders for errors in judgment, except in cases of its own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties.

The Evaluator may resign or may be removed by the Sponsor and
Trustee, and the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Evaluator.
If upon resignation of the Evaluator no successor has accepted appointment
within thirty days after notice of resignation, the Evaluator may apply to
a court of competent jurisdiction for the appointment of a successor.

TRUST EXPENSES AND CHARGES

At no cost to the Trust, the Sponsor has borne all the
expenses of creating and establishing the Trust, including the cost of
initial preparation and execution of the Trust Agreement, registration of
the Trust and the Units under the Investment Company Act of 1940 and the
Securities Act of 1933, the premiums on the Sponsor-Insured Bonds, initial
preparation and printing of the Certificates, the fees of the Evaluator
during the initial public offering, legal expenses, advertising and
selling expenses, expenses of the Trustee including, but not limited to,
an amount equal to interest accrued on certain "when issued" bonds since
the date of settlement for the Units, initial fees and other out-of-pocket
expenses.

The Sponsor will not charge the Trust a fee for its services
as such. (See "Sponsor's Profits".)

The Sponsor will receive for portfolio supervisory services to
the Trust an Annual Fee in the amount set forth under "Summary of
Essential Information" in Part A of this Prospectus. The Sponsor's fee
may exceed the actual cost of providing portfolio supervisory services for
this Trust, but at no time will the total amount received for portfolio
supervisory services rendered to all series of the Municipal Securities
Trust in any calendar year exceed the aggregate cost to the Sponsor of
supplying such services in such year. (See "Portfolio Supervision".)

The Trustee will receive for its ordinary recurring services
to the Trust an annual fee in the amount set forth under "Summary of
Essential Information" in Part A of this Prospectus. For a discussion of
the services performed by the Trustee pursuant to its obligations under
the Trust Agreement, see "Trust Administration" and "Rights of Certifi-
cateholders".

The Evaluator will receive, for each daily evaluation of the
Bonds in the Trust after the initial public offering is completed, a fee
in the amount set forth under "Summary of Essential Information" in Part A
of this Prospectus.

The Trustee's and Evaluator's fees are payable monthly as of
the Record Date from the Interest Account to the extent funds are
available and then from the Principal Account. Both fees may be increased
without approval of the Certificateholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent".

The following additional charges are or may be incurred by the
Trust: all expenses (including counsel fees) of the Trustee incurred and
advances made in connection with its activities under the Trust Agreement,
including the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the Certificate-
holders; fees of the Trustee for any extraordinary services performed
under the Trust Agreement; indemnification of the Trustee for any loss or
liability accruing to it without gross negligence, bad faith or willful
misconduct on its part, arising out of or in connection with its
acceptance or administration of the Trust; indemnification of the Sponsor
for any losses, liabilities and expenses incurred in acting as Sponsor of
the Trust without gross negligence, bad faith or willful misconduct on its
part; and all taxes and other governmental charges imposed upon the Bonds
or any part of the Trust (no such taxes or charges are being levied, made
or, to the knowledge of the Sponsor, contemplated). The above expenses,
including the Trustee's fees, when paid by or owing to the Trustee are
secured by a first lien on the Trust. In addition, the Trustee is
empowered to sell Bonds in order to make funds available to pay all
expenses.

The accounts of the Trust shall be audited not less than
annually by independent public accountants selected by the Sponsor. So
long as the Sponsor maintains a secondary market, the Sponsor will bear
any audit expense which exceeds 50 cents per Unit. Certificateholders
covered by the audit during the year may receive a copy of the audited
financial upon request.

EXCHANGE PRIVILEGE AND CONVERSION OFFER

Exchange Privilege

Certificateholders may elect to exchange any or all of their
Units of these Trusts for Units of one or more of any available series of
Insured Municipal Securities Trust, Municipal Securities Trust, New York
Municipal Trust, Mortgage Securities Trust, A Corporate Trust or Equity
Securities Trust (upon receipt by the Equity Securities Trust of an
appropriate exemptive order from the Securities & Exchange Commission)
(the "Exchange Trusts") at a reduced sales charge as set forth below.
Under the Exchange Privilege, the Sponsor's repurchase price of the Units
being surrendered, and only after the initial offering period has been
completed, will be based on the aggregate bid price of the Bonds in the
particular Trust portfolio. Units in an Exchange Trust then will be sold
to the Certificateholder at a price based on the aggregate offer price of
the Bonds in the Exchange Trust portfolio (or for Units of Equity
Securities Trust, based on the market value of the underlying securities
in the Equity Trust portfolio) during the initial public offering period
of the Exchange Trust; or, based on the aggregate bid price of the Bonds
in the Exchange Trust portfolio if its initial public offering has been
completed, plus accrued interest (or for Units of Equity Securities Trust,
based on the market value of the underlying securities in the Equity Trust
portfolio) and a reduced sales charge as set forth below.

Except for Certificateholders who wish to exercise the
Exchange Privilege within the first five months of their purchase of Units
of Trust, the sales charge applicable to the purchase of units of an
Exchange Trust shall be $15 per unit (or per 1,000 units for the Mortgage
Securities Trust or per 100 Units for the Equity Securities Trust)
(approximately 1.5% of the price of each Exchange Trust unit (or 1,000
Units for the Mortgage Securities Trust or per 100 Units for the Equity
Securities Trust)). For Certificateholders who wish to exercise the
Exchange Privilege within the first five months of their purchase of Units
of Trust, the sales charge applicable to the purchase of units of an
Exchange Trust shall be the greater of (i) $15 per unit (or per 1,000
Units for the Mortgage Securities Trust or per 100 Units for the Equity
Securities Trust), or (ii) an amount which when coupled with the sales
charge paid by the Certificateholder upon his original purchase of Units
of the Trust at least equals the sales charge applicable in the direct
purchase of units of an Exchange Trust. The Exchange Privilege is subject
to the following conditions:

(1) The Sponsor must be maintaining a secondary market in
both the Units of the Trust held by the Certificateholder and the
Units of the available Exchange Trust. While the Sponsor has
indicated its intention to maintain a market in the Units of all
Trusts sponsored by it, the Sponsor is under no obligation to
continue to maintain a secondary market and therefore there is no
assurance that the Exchange Privilege will be available to a
Certificateholder at any specific time in the future. At the time
of the Certificateholder's election to participate in the Exchange
Privilege, there also must be Units of the Exchange Trust available
for sale, either under the initial primary distribution or in the
Sponsor's secondary market.

(2) Exchanges will be effected in whole units only. Any
excess proceeds from the Units surrendered for exchange will be
remitted and the selling Certificateholder will not be permitted to
advance any new funds in order to complete an exchange. Units of
the Mortgage Securities Trust may only be acquired in blocks of
1,000 Units. Units of the Equity Securities Trust may only be
acquired in blocks of 100 Units.

(3) The Sponsor reserves the right to suspend, modify or
terminate the Exchange Privilege. The Sponsor will provide
Certificateholders of the Trust with 60 days' prior written notice
of any termination or material amendment to the Exchange Privilege,
provided that, no notice need be given if (i) the only material
effect of an amendment is to reduce or eliminate the sales charge
payable at the time of the exchange, to add one or more series of
the Trust eligible for the Exchange Privilege or to delete a series
which has been terminated from eligibility for the Exchange
Privilege, (ii) there is a suspension of the redemption of units of
an Exchange Trust under Section 22(e) of the Investment Company Act
of 1940, or (iii) an Exchange Trust temporarily delays or ceases the
sale of its units because it is unable to invest amounts effectively
in accordance with its investment objectives, policies and
restrictions. During the 60 day notice period prior to the
termination or material amendment of the Exchange Privilege
described above, the Sponsor will continue to maintain a secondary
market in the units of all Exchange Trusts that could be acquired by
the affected Certificateholders. Certificateholders may, during
this 60 day period, exercise the Exchange Privilege in accordance
with its terms then in effect. In the event the Exchange Privilege
is not available to a Certificateholder at the time he wishes to
exercise it, the Certificateholder will immediately be notified and
no action will be taken with respect to his Units without further
instructions from the Certificateholder.

To exercise the Exchange Privilege, a Certificateholder should
notify the Sponsor of his desire to exercise his Exchange Privilege. If
Units of a designated, outstanding series of an Exchange Trust are at the
time available for sale and such Units may lawfully be sold in the state
in which the Certificateholder is a resident, the Certificateholder will
be provided with a current prospectus or prospectuses relating to each
Exchange Trust in which he indicates an interest. He may then select the
Trust or Trusts into which he desires to invest the proceeds from his sale
of Units. The exchange transaction will operate in a manner essentially
identical to a secondary market transaction except that units may be
purchased at a reduced sales charge.

Example: Assume that after the initial public offering has
been completed, a Certificateholder has five units of a Trust with a
current value of $700 per unit which he has held for more than 5 months
and the Certificateholder wishes to exchange the proceeds for units of a
secondary market Exchange Trust with a current price of $725 per unit.
The proceeds from the Certificateholder's original units will aggregate
$3,500. Since only whole units of an Exchange Trust may be purchased
under the Exchange Privilege, the Certificateholder would be able to
acquire four units (or 4,000 Units of the Mortgage Securities Trust or 400
Units of the Equity Securities Trust) for a total cost of $2,960 ($2,900
for unit and $60 for the sales charge). The remaining $540 would be
remitted to the Certificateholder in cash. If the Certificateholder
acquired the same number of units at the same time in a regular secondary
market transaction, the price would have been $3,068.80 ($2,900 for units
and $168.80 for the sales charge, assuming a 5 1/2% sales charge times the
public offering price).

The Conversion Offer

Certificateholders of any registered unit investment trust for
which there is no active secondary market in the units of such trust (a
"Redemption Trust") may elect to redeem such units and apply the proceeds
of the redemption to the purchase of available Units of one or more series
of A Corporate Trust, Municipal Securities Trust, Insured Municipal
Securities Trust, Mortgage Securities Trust, New York Municipal Trust or
Equity Securities Trust (upon receipt by the Equity Securities Trust of an
appropriate exemptive order from the Securities and Exchange Commission)
sponsored by Bear, Stearns & Co. Inc. or the Sponsor (the "Conversion
Trusts") at the Public Offering Price for units of the Conversion Trust
based on a reduced sales charge as set forth below. Under the Conversion
Offer, units of the Redemption Trust must be tendered to the trustee of
such trust for redemption at the redemption price, which is based upon the
aggregate bid side evaluation of the underlying bonds in such trust and is
generally about 1-1.2% to 2% lower than the offering price for such bonds
(or for Units of Equity Securities Trust, based on the market value of the
underlying securities in the Equity Trust portfolio). The purchase price
of the Units will be based on the aggregate offer price of the Bonds in
the Conversion Trust portfolio (or for Units of Equity Securities Trust,
based on the market value of the underlying securities in the Equity Trust
portfolio) during the public offering of the Conversion Trust; or, based
on the aggregate bid price of the underlying bonds if the initial public
offering of the Conversion Trust has been completed, plus accrued interest
(or for Units of Equity Securities Trust, based on the market value of the
underlying securities in the Equity Trust portfolio) and a sales charge as
set forth below.

Except for Certificateholders who wish to exercise the
Conversion Offer within the first five months of their purchase of units
of a Redemption Trust, the sales charge applicable to the purchase of
Units of the Conversion Trust shall be $15 per Unit (or per 1,000 Units
for the Mortgage Securities Trust or per 100 Units for the Equity
Securities Trust). For Certificateholders who wish to exercise the
Conversion Offer within the first five months of their purchase of units
of a Redemption Trust, the sales charge applicable to the purchase of
Units of a Conversion Trust shall be the greater of (i) $15 per Unit (or
per 1,000 Units for the Mortgage Securities Trust or per 100 Units for the
Equity Securities Trust) or (ii) an amount which when coupled with the
sales charge paid by the Certificateholder upon his original purchase of
units of the Redemption Trust at least equals the sales charge applicable
in the direct purchase of Units of a Conversion Trust. The Conversion
Offer is subject to the following limitations:

(1) The Conversion Offer is limited only to
Certificateholders of any Redemption Trust, defined as a unit
investment trust for which there is no active secondary market at
the time the Certificateholder elects to participate in the
Conversion Offer. At the time of the Certificateholder's election
to participate in the Conversion Offer, there also must be available
units of a Conversion Trust, either under a primary distribution or
in the Sponsor's secondary market.

(2) Exchanges under the Conversion Offer will be effected in
whole units only. Certificateholders will not be permitted to
advance any new funds in order to complete an exchange under the
Conversion Offer. Any excess proceeds from units being redeemed
will be returned to the Certificateholder. Units of the Mortgage
Securities Trust may only be acquired in blocks of 1,000 Units.
Units of the Equity Securities Trust may only be acquired in blocks
of 100 Units.

(3) The Sponsor reserves the right to modify, suspend or
terminate the Conversion Offer at any time without notice to
Certificateholders of Redemption Trusts. In the event the
Conversion Offer is not available to a Certificateholder at the time
he wishes to exercise it, the Certificateholder will be notified
immediately and no action will be taken with respect to his units
without further instruction from the Certificateholder. The Sponsor
also reserves the right to raise the sales charge based on actual
increases in the Sponsor's costs and expenses in connection with
administering the program, up to a maximum sales charge of $20 per
unit (or per 1,000 units for the Mortgage Securities Trust or per
100 units for the Equity Securities Trust).

To exercise the Conversion Offer, a Certificateholder of a
Redemption Trust should notify his retail broker of his desire to redeem
his Redemption Trust Units and use the proceeds from the redemption to
purchase Units of one or more of the Conversion Trusts. If Units of a
designated, outstanding series of a Conversion Trust are at that time
available for sale and if such Units may lawfully be sold in the state in
which the Certificateholder is a resident, the Certificateholder will be
provided with a current prospectus or prospectuses relating to each
Conversion Trust in which he indicates an interest. He then may select
the Trust or Trusts into which he decides to invest the proceeds from the
sale of his Units. The transaction will be handled entirely through the
Certificateholder's retail broker. The retail broker must tender the
units to the trustee of the Redemption Trust for redemption and then apply
the proceeds to the redemption toward the purchase of units of a
Conversion Trust at a price based on the aggregate offer or bid side
evaluation per Unit of the Conversion Trust, depending on which price is
applicable, plus accrued interest and the applicable sales charge. The
certificates must be surrendered to the broker at the time the redemption
order is placed and the broker must specify to the Sponsor that the
purchase of Conversion Trust Units is being made pursuant to the
Conversion Offer. The Certificateholder's broker will be entitled to
retain $5 of the applicable sales charge.

Example: Assume a Certificateholder has five units of a
Redemption Trust which he has held for more than 5 months with a current
redemption price of $675 per unit based on the aggregate bid price of the
underlying bonds and the Certificateholder wishes to participate in the
Conversion Offer and exchange the proceeds for units of a secondary market
Conversion Trust with a current price of $750 per Unit. The proceeds from
the Certificateholder's redemption of units will aggregate $3,375. Since
only whole units of a Redemption Trust may be purchased under the
Conversion Offer, the Certificateholder will be able to acquire four units
of the Conversion Trust (or 4,000 Units of the Mortgage Securities Trust
or 400 Units of the Equity Securities Trust) for a total cost of $2,860
($2,800 for units and $60 for the sales charge). The remaining $515 would
be remitted to the Certificateholder in cash. If the Certificateholder
acquired the same number of Conversion Trust units at the same time in a
regular secondary market transaction, the price would have been $2,962.96
($2,800 for units and $162.96 sales charge, assuming a 5 1/2% sales charge
times the public offering price).

Description of the Exchange Trusts and the Conversion Trusts

A Corporate Trust may be an appropriate investment vehicle for
an investor who is more interested in a higher current return on his
investment (although taxable) than a tax-exempt return (resulting from the
fact that the current return from taxable fixed income securities is
normally higher than that available from tax-exempt fixed income
securities). Municipal Securities Trust and New York Municipal Trust may
be appropriate investment vehicles for an investor who is more interested
in tax-exempt income. The interest income from New York Municipal Trust
is, in general, also exempt from New York State and local New York income
taxes, while the interest income from Municipal Securities Trust is
subject to applicable New York State and local New York taxes, except for
that portion of the income which is attributable to New York obligations
in the Trust portfolio, if any. The interest income from each State Trust
of the Municipal Securities Trust, Multi-State Series is, in general,
exempt from state and local taxes when held by residents of the state
where the issuers of bonds in such State Trusts are located. The Insured
Municipal Securities Trust combines the advantages of providing interest
income free from regular federal income tax under existing law with the
added safety of irrevocable insurance on the underlying obligations.
Insured Navigator Series further combines the advantages of providing
interest income free from regular federal income tax and state and local
taxes when held by residents of the state where issuers of bonds in such
state trusts are located with the added safety of irrevocable insurance on
the underlying obligations. Mortgage Securities Trust offers an
investment vehicle for investors who are interested in obtaining safety of
capital and a high level of current distribution of interest income
through investment in a fixed portfolio of collateralized mortgage
obligations. Equity Securities Trust offers investors an opportunity to
achieve capital appreciation together with a high level of current income.

Tax Consequences of the Exchange Privilege and the Conversion Offer

A surrender of Units pursuant to the Exchange Privilege or the
Conversion Offer will constitute a "taxable event" to the Certificate-
holder under the Code. The Certificateholder will realize a tax gain or
loss that will be of a long- or short-term capital or ordinary income
nature depending on the length of time the Units have been held and other
factors. A Certificateholder's tax basis in the Units acquired pursuant
to the Exchange Privilege or Conversion Offer will be equal to the
purchase price of such Units. Investors should consult their own tax
advisors as to the tax consequences to them of exchanging or redeeming
units and participating in the Exchange Privilege or Conversion Offer.

OTHER MATTERS

Legal Opinions

The legality of the Units offered hereby and certain matters
relating to federal tax law have been passed upon by Messrs. Battle
Fowler, 75 East 55th Street, New York, New York 10022 as counsel for the
Sponsor. Messrs. Carter, Ledyard & Milburn, Two Wall Street, New York,
New York 10005 have acted as counsel for United States Trust Company of
New York. On the initial date of deposit, Messrs. Booth & Baron, 122 East
42nd Street, New York, New York 10168 acted as counsel for The Bank of New
York.

Independent Auditors

The financial statements of the Trusts included in Part A of
this Prospectus as of the dates set forth in Part A, have been examined by
KPMG Peat Marwick, independent certified public accountants, for the
periods indicated in its reports appearing herein. The financial
statements examined by KPMG Peat Marwick have been so included in reliance
on its report given upon the authority of said firm as experts in
accounting and auditing.

DESCRIPTION OF BOND RATINGS*

Standard & Poor's Corporation

A brief description of the applicable Standard & Poor's
Corporation rating symbols and their meanings is as follows:

* As described by Standard & Poor's Corporation.

A Standard & Poor's corporate or municipal bond rating is a
current assessment of the creditworthiness of an obligor with respect to a
specific debt obligation. This assessment of creditworthiness may take
into consideration obligors such as guarantors, insurers, or lessees.

The bond rating is not a recommendation to purchase or sell a
security, inasmuch as it does not comment as to market price.

The ratings are based on current information furnished to
Standard & Poor's by the issuer and obtained by Standard & Poor's from
other sources it considers reliable. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of,
such information.

The ratings are based, in varying degrees, on the following
considerations:

I. Likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation.

II. Nature of and provisions of the obligation.

III. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization or other arrangement
under the laws of bankruptcy and other laws affecting creditors' rights.

AAA -- This is the highest rating assigned by Standard &
Poor's to a debt obligation and indicates an extremely strong capacity to
pay principal and interest.

AA -- Bonds rated AA also qualify as high-quality debt
obligations. Capacity to pay principal and interest is very strong, and
they differ from AAA issues only in small degrees.

A -- Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions.

BBB -- Bonds rated BBB are regarded as having an adequate
capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in the A
category.

Plus (+) or Minus (-): To provide more detailed indications of
credit quality, the ratings from "AA" to "BB" may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.

Provisional Ratings (Prov.) following a rating indicates the
rating is provisional, which assumes the successful completion of the
project being financed by the issuance of the bonds being rated and
indicates that payment of debt service requirements is largely or entirely
dependent upon the successful and timely completion of the project. This
rating, however, while addressing credit quality subsequent to completion,
makes no comment on the likelihood of, or the risk of default upon failure
of, such completion. Accordingly, the investor should exercise his own
judgment with respect to such likelihood and risk.

DESCRIPTION OF RATING ON THE UNITS*

A Standard & Poor's Corporation's rating on the units of an
investment trust (hereinafter referred to collectively as "units" and
"fund") is a current assessment of creditworthiness with respect to the
investments held by such fund. This assessment takes into consideration
the financial capacity of the issuers and of any guarantors, insurers,
lessees, or mortgagors with respect to such investments. The assessment,
however, does not take into account the extent to which fund expenses or
portfolio asset sales for less than the fund's purchase price will reduce
payment to the unit holder of the interest and principal required to be
paid on the portfolio assets. In addition, the rating is not a
recommendation to purchase, sell, or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a
particular investor.

* As described by Standard & Poor's Corporation.

Funds rated "AAA" are composed exclusively of assets that are
rated "AAA" by Standard & Poor's or have, in the opinion of Standard &
Poor's, credit characteristics comparable to assets that are rated "AAA",
or certain short-term investments. Standard & Poor's defines its AAA
rating for such assets as the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
very strong.

<PAGE>
FOR USE WITH INSURED MUNICIPAL SECURITIES TRUST
SERIES 1 - 4 (MULTIPLIER PORTFOLIO)
SERIES 1 - 2 AND 1ST - 8TH DISCOUNT SERIES

=========================================================================

AUTHORIZATION FOR INVESTMENT IN MUNICIPAL SECURITIES TRUST
-- DISCOUNT SERIES/SERIES --
TRP PLAN - TOTAL REINVESTMENT PLAN

I hereby elect to participate in the TRP Plan and am the owner of _____
units ___ Discount Series/Series __________.

I hereby authorize The Bank of New York, Trustee to pay all semi-annual or
annual distributions of interest and principal (if any) with respect to
such units to The Bank of New York, as TRP Plan Agent, who shall
immediately invest the distributions in units of the available series of
Insured Municipal Securities Trust above or, if unavailable, of other
available series of Municipal Securities Trust.

The foregoing authorization is subject in Date ______________, 19__
all respects to the terms and conditions of
participation set forth in the prospectus
relating to such available series.

___________________________________________
Registered Holder (Print) Registered Holder (Print)

___________________________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)

My Brokerage Firm's Name

Street Address

City, State and Zip Code

Salesman's Name ___________________________ Salesman's No.

UNIT HOLDERS NEED ONLY SIGN AND DATE THIS FORM.

==========================================================================

MAIL TO YOUR BROKER
OR
THE BANK OF NEW YORK
ATTN: UNIT INVESTMENT TRUST DIVISION
101 BARCLAY STREET
NEW YORK, NEW YORK 10286

<PAGE>
FOR USE WITH INSURED MUNICIPAL SECURITIES TRUST
9TH - 46TH DISCOUNT SERIES
SERIES 3 - 19

==========================================================================

AUTHORIZATION FOR INVESTMENT IN INSURED MUNICIPAL SECURITIES TRUST
<PAGE>

-- DISCOUNT SERIES/SERIES --
TRP PLAN - TOTAL REINVESTMENT PLAN

I hereby elect to participate in the TRP Plan and am the owner of _____
units ___ Discount Series/Series _______.

I hereby authorize the United States Trust Company of New York, Trustee,
to pay all semi-annual or annual distributions of interest and principal
(if any) with respect to such units to the United States Trust Company of
New York, as TRP Plan Agent, who shall immediately invest the
distributions in units of the available series of Insured Municipal
Securities Trust above or, if unavailable, of other available series of
Municipal Securities Trust.

The foregoing authorization is subject in Date ______________, 19__
all respects to the terms and conditions of
participation set forth in the prospectus
relating to such available series.

___________________________________________
Registered Holder (Print) Registered Holder (Print)

___________________________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)

My Brokerage Firm's Name

Street Address

City, State and Zip Code

Salesman's Name ___________________________ Salesman's No.

UNIT HOLDERS NEED ONLY SIGN AND DATE THIS FORM.

==========================================================================

MAIL TO YOUR BROKER
OR
UNITED STATES TRUST COMPANY OF NEW YORK
ATTN: UNIT INVESTMENT DEPARTMENT, UNIT A
770 BROADWAY
NEW YORK, NEW YORK 10003

<PAGE>

INDEX INSURED
MUNICIPAL SECURITIES TRUST
Title Page (Unit Investment Trust)
Prospectus
Summary of Essential Information . . . A-5
Information Regarding the Trust . . . . A-7 Dated: October 28, 1994
Financial and Statistical Information . A-8
Audit and Financial Information Sponsor:
Report of Independent Accountants . . F-1 Bear, Stearns & Co. Inc.
Statement of Net Assets . . . . . . . F-2 245 Park Avenue
Statement of Operations . . . . . . . F-3 New York, New York 10167
Statement of Changes in Net Assets . F-4 212-272-2500
Notes to Financial Statements . . . . F-5
Portfolio . . . . . . . . . . . . . . F-6
The Trust . . . . . . . . . . . . . . . 1
Public Offering . . . . . . . . . . . . 11
Estimated Long Term Return and Trustee:
Estimated Current Return . . . . . . 13
Rights of Certificateholders . . . . . 14 United States Trust Company
Tax Status . . . . . . . . . . . . . . 16 of New York
Liquidity . . . . . . . . . . . . . . . 20 770 Broadway
Total Reinvestment Plan . . . . . . . . 22 New York, New York 10003
Trust Administration . . . . . . . . . 27 1-800-428-8890
Trust Expenses and Charges . . . . . . 30
Exchange Privilege and Conversion Offer 31 or
Other Matters . . . . . . . . . . . . . 36
Description of Bond Ratings . . . . . . 36 The Bank of New York
Description of Rating on the Units . . 37 101 Barclay Street
New York, New York 10286
1-800-431-8002
Parts A and B of this Prospectus do not
contain all of the information set forth in
the registration statement and exhibits
relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C., Evaluator:
under the Securities Act of 1933, and to
which reference is made. Kenny S&P Evaluation
Services
* * * 65 Broadway
New York, New York 10006

This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in any state to any person to
whom it is not lawful to make such offer in such state.

* * *

No person is authorized to give any information or to make any
representations not contained in Parts A and B of this Prospectus; and any
information or representation not contained herein must not be relied upon
as having been authorized by the Trust, the Trustee, the Evaluator, or the
Sponsor. The Trust is registered as a unit investment trust under the
Investment Company Act of 1940. Such registration does not imply that the
Trust or any of its Units have been guaranteed, sponsored, recommended or
approved by the United States or any state or any agency or officer
thereof.

<PAGE>
PART II

ADDITIONAL INFORMATION NOT REQUIRED
IN PROSPECTUS

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 on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Signatures.
Consent of Independent Auditors.
Consent of Counsel (included in Exhibit 99.3.1).
Consents of the Evaluator and Confirmation of Ratings of Standard & Poor's
Corporation (included in Exhibit 99.5.1).

The following exhibits:

99.1.1 -- Reference Trust Agreement including certain Amendments to
the Trust Indenture and Agreement referred to under
Exhibit 1.1.1 below (filed as Exhibit 1.1 to Amendments
No. 1 to Form S-6 Registration Statements Nos. 33-24743,
33-25192 and 33-25978 of Insured Municipal Securities
Trust, 39th Discount Series & Series 12, 40th Discount
Series & Series 13 and 41st Discount Series & Series 14,
respectively, on October 27, 1988, December 1, 1988 and
December 22, 1988, respectively, and incorporated herein
by reference).

99.1.1.1 -- Amended Reference Trust Agreements dated December 5, 1988
to the Reference Trust Agreements for Insured Municipal
Securities Trust, 40th Discount Series and Series 13 filed
as Exhibit 1.1 to Amendment No. 1 to Form S-6 Registration
Statement No. 33-25192 on December 1, 1988 (filed as
Exhibit 1.1.1 to Post-Effective Amendment No. 2 to
Form S-6 Registration Statements Nos. 33-24743, 33-25192
and 33-25978 of Insured Municipal Securities Trust, 39th
Discount Series & Series 12, 40th Discount Series &
Series 13 and 41st Discount Series & Series 14,
respectively, on October 31, 1990 and incorporated herein
by reference).

99.1.1.2 -- Trust Indenture and Agreement for Insured Municipal
Securities Trust, 9th Discount Series and Subsequent
Series (filed as Exhibit 1.1.1 to Amendment No. 1 to
Form S-6 Registration Statement No. 2-95854 of Insured
Municipal Securities Trust, 9th Discount Series on
April 11, 1985 and incorporated herein by reference).

99.1.3.4 -- Certificate of Incorporation of Bear, Stearns & Co. Inc.,
as amended (filed as Exhibit 99.1.3.4 to Form S-6
Registration Statement Nos. 33-50891 and 33-50901 of
Insured Municipal Securities Trust, New York Navigator
Insured Series 15 and New Jersey Navigator Insured Series
11; and Municipal Securities Trust, Multi-State Series 44,
respectively, on December 9, 1993 and incorporated herein
by reference).

99.1.3.5 -- By-Laws of Bear, Stearns & Co. Inc., as amended (filed as
Exhibit 99.1.3.5 to Form S-6 Registration Statement Nos.
33-50891 and 33-50901 of Insured Municipal Securities
Trust, New York Navigator Insured Series 15 and New Jersey
Navigator Insured Series 11; and Municipal Securities
Trust, Multi-State Series 44, respectively, on December 9,
1993 and incorporated herein by reference).

99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4
to Amendment No. 1 to Form S-6 Registration Statement
No. 33-10963 of Municipal Securities Trust, Series 36 and
53rd Discount Series on January 8, 1987 and incorporated
herein by reference).

99.1.5 -- Form of Insurance Policy of Financial Guaranty Insurance
Company for Sponsor-Insured Bonds (filed as Exhibit 1.5 to
Amendment No. 1 to Registration Statement No. 2-95261 of
Insured Municipal Securities Trust, 7th Discount Series on
February 7, 1985 and incorporated herein by reference).

99.1.5.1 -- Form of Insurance Policy of Bond Investors Guaranty for
Sponsor-Insured Bonds (filed as Exhibit 1.5.1 to Amendment
No. 1 to Form S-6 Registration Statement No. 33-08700 of
Insured Municipal Securities Trust, 24th Discount Series
on October 2, 1986 and incorporated herein by reference).

99.1.5.2 -- Form of Insurance Policy of Municipal Bond Investors
Assurance Corporation (filed as Exhibit 1.5.2 to Amendment
No. 1 to Form S-6 Registration Statement No. 16498 of
Insured Municipal Securities Trust, 32nd Discount Series
on December 17, 1987 and incorporated herein by
reference).

99.2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment
No. 1 to Form S-6 Registration Statement No. 33-11784 of
Insured Municipal Securities Trust, 28th Discount Series
on February 19, 1987 and incorporated herein by
reference).

99.3.1 -- Opinion of Battle Fowler as to the legality of the
securities being registered, including their consent to
the filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding
tax status of the Trust (filed as Exhibit 3.1 to
Amendments No. 1 to Form S-6 Registration Statements
Nos. 33-24743, 33-25192 and 33-25978 of Insured Municipal
Securities Trust, 39th Discount Series & Series 12, 40th
Discount Series & Series 13 and 41st Discount Series &
Series 14, respectively, on October 27, 1988, December 1,
1988 and December 22, 1988, respectively, and incorporated
herein by reference).

*99.5.1 -- Consents of the Evaluator and Confirmation of Ratings of
Standard & Poor's Corporation.

* Being filed by this Amendment.

99.6.0 -- Power of Attorney of Bear, Stearns & Co. Inc., the
Depositor, by its Officers and a majority of its Directors
(filed as Exhibit 6.0 to Post-Effective Amendment No. 8 to
Form S-6 Registration Statements Nos. 2-92113, 2-92660,
2-93073, 2-93884 and 2-94545 of Municipal Securities
Trust, Multi-State Series 4, 5, 6, 7 and 8, respectively
on October 30, 1992 and incorporated herein by reference).

*27 -- Financial Data Schedule(s) (for EDGAR filing only).

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrants, Insured Municipal Securities Trust, 39th Discount Series &
Series 12, 40th Discount Series & Series 13 and 41st Discount Series &
Series 14 certify that they have met all of the requirements for
effectiveness of this Post-Effective Amendment to the Registration
Statements pursuant to Rule 485(b) under the Securities Act of 1933. The
registrants have duly caused this Post-Effective Amendment to the
Registration Statements to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 28th day of October, 1994.

INSURED MUNICIPAL SECURITIES TRUST,
39TH DISCOUNT SERIES & SERIES 12,
40TH DISCOUNT SERIES & SERIES 13 AND
41ST DISCOUNT SERIES & SERIES 14
(Registrants)

BEAR, STEARNS & CO. INC.
(Depositor)

By: /s/ PETER J. DeMARCO
Peter J. DeMarco
(Authorized Signatory)

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statements has been
signed below by the following persons, who constitute the principal
officers and a majority of the directors of Bear, Stearns & Co. Inc., the
Depositor, in the capacities and on the dates indicated.

Name Title Date

ALAN C. GREENBERG Chairman of the Board, )
Director and Senior Managing )
Director )
JAMES E. CAYNE President, Chief Executive )
Officer, Director and Senior ) October 28, 1994
Managing Director )
JOHN C. SITES, JR. Executive Vice President, Director )
and Senior Managing Director )
MICHAEL L. TARNOPOL Executive Vice President, Director )
and Senior Managing Director ) By: PETER J. DeMARCO
VINCENT J. MATTONE Executive Vice President, Director ) Attorney-in-Fact*
and Senior Managing Director )
ALAN D. SCHWARTZ Executive Vice President, Director )
and Senior Managing Director )
DOUGLAS P.C. NATION Director and Senior Managing )
Director )
WILLIAM J. MONTGORIS Chief Operating Officer, Chief )
Financial Officer, Senior )
Vice President-Finance and Senior )
Managing Director )
KENNETH L. EDLOW Secretary and Senior Managing )
Director )
MICHAEL MINIKES Treasurer and Senior Managing )
Director )
MICHAEL J. ABATEMARCO Controller, Assistant Secretary )
and Senior Managing Director )
MARK E. LEHMAN Senior Vice President - General )
Counsel and Senior Managing )
Director )
FREDERICK B. CASEY Assistant Treasurer and Senior )
Managing Director )

_______________
</TABLE>
* An executed power of attorney was filed as Exhibit 6.0 to Post-
Effective Amendment No. 8 to Registration Statements Nos. 2-92113,
2-92660, 2-93073, 2-93884 and 2-94545 on October 30, 1992.

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use in these Post-Effective Amendments to the Registration
Statements of our reports on the financial statements of Insured Municipal
Securities Trust, Series 12; Insured Municipal Securities Trust, Series 13;
Insured Municipal Securities Trust, Series 14; Insured Municipal Securities
Trust, 39th Discount Series; Insured Municipal Securities Trust, 40th Discount
Series; and Insured Municipal Securities Trust, 41st Discount Series included
herein and to the reference to our firm under the heading "Independent
Auditors" in the Prospectus which is part of this Registration Statement.

KPMG Peat Marwick LLP

New York, New York
October 27, 1994

<PAGE>
EXHIBIT INDEX

Exhibit Description Page No.

99.1.1 Reference Trust Agreement including
certain Amendments to the Trust Indenture
and Agreement referred to under
Exhibit 1.1.1 below (filed as Exhibit 1.1
to Amendments No. 1 to Form S-6
Registration Statements Nos. 33-24743,
33-25192 and 33-25978 of Insured Municipal
Securities Trust, 39th Discount Series &
Series 12, 40th Discount Series &
Series 13 and 41st Discount Series &
Series 14, respectively, on October 27,
1988, December 1, 1988 and December 22,
1988, respectively, and incorporated
herein by reference).

99.1.1.1 Amended Reference Trust Agreements dated
December 5, 1988 to the Reference Trust
Agreements for Insured Municipal
Securities Trust, 40th Discount Series and
Series 13 filed as Exhibit 1.1 to
Amendment No. 1 to Form S-6 Registration
Statement No. 33-25192 on December 1, 1988
(filed as Exhibit 1.1.1 to Post-Effective
Amendment No. 2 to Form S-6 Registration
Statements Nos. 33-24743, 33-25192 and
33-25978 of Insured Municipal Securities
Trust, 39th Discount Series & Series 12,
40th Discount Series & Series 13 and 41st
Discount Series & Series 14, respectively,
on October 31, 1990 and incorporated
herein by reference).

99.1.1.2 Trust Indenture and Agreement for Insured
Municipal Securities Trust, 9th Discount
Series and Subsequent Series (filed as
Exhibit 1.1.1 to Amendment No. 1 to
Form S-6 Registration Statement
No. 2-95854 of Insured Municipal
Securities Trust, 9th Discount Series on
April 11, 1985 and incorporated herein by
reference).

99.1.3.4 Certificate of Incorporation of Bear,
Stearns & Co. Inc., as amended (filed as
Exhibit 99.1.3.4 to Form S-6 Registration
Statement Nos. 33-50891 and 33-50901 of
Insured Municipal Securities Trust, New
York Navigator Insured Series 15 and New
Jersey Navigator Insured Series 11; and
Municipal Securities Trust, Multi-State
Series 44, respectively, on December 9,
1993 and incorporated herein by
reference).

99.1.3.5 By-Laws of Bear, Stearns & Co. Inc., as
amended (filed as Exhibit 99.1.3.5 to Form
S-6 Registration Statement Nos. 33-50891
and 33-50901 of Insured Municipal
Securities Trust, New York Navigator
Insured Series 15 and New Jersey Navigator
Insured Series 11; and Municipal
Securities Trust, Multi-State Series 44,
respectively, on December 9, 1993 and
incorporated herein by reference).

99.1.4 Form of Agreement Among Underwriters
(filed as Exhibit 1.4 to Amendment No. 1
to Form S-6 Registration Statement
No. 33-10963 of Municipal Securities
Trust, Series 36 and 53rd Discount Series
on January 8, 1987 and incorporated herein
by reference).

99.1.5 Form of Insurance Policy of Financial
Guaranty Insurance Company for Sponsor-
Insured Bonds (filed as Exhibit 1.5 to
Amendment No. 1 to Registration Statement
No. 2-95261 of Insured Municipal
Securities Trust, 7th Discount Series on
February 7, 1985 and incorporated herein
by reference).

99.1.5.1 Form of Insurance Policy of Bond Investors
Guaranty for Sponsor-Insured Bonds (filed
as Exhibit 1.5.1 to Amendment No. 1 to
Form S-6 Registration Statement
No. 33-08700 of Insured Municipal
Securities Trust, 24th Discount Series on
October 2, 1986 and incorporated herein by
reference).

99.1.5.2 Form of Insurance Policy of Municipal Bond
Investors Assurance Corporation (filed as
Exhibit 1.5.2 to Amendment No. 1 to
Form S-6 Registration Statement No. 16498
of Insured Municipal Securities Trust,
32nd Discount Series on December 17, 1987
and incorporated herein by reference).

99.2.1 Form of Certificate (filed as Exhibit 2.1
to Amendment No. 1 to Form S-6
Registration Statement No. 33-11784 of
Insured Municipal Securities Trust, 28th
Discount Series on February 19, 1987 and
incorporated herein by reference).

99.3.1 Opinion of Battle Fowler as to the
legality of the securities being
registered, including their consent to the
filing thereof and to the use of their
name under the headings "Tax Status" and
"Legal Opinions" in the Prospectus, and to
the filing of their opinion regarding tax
status of the Trust (filed as Exhibit 3.1
to Amendments No. 1 to Form S-6
Registration Statements Nos. 33-24743,
33-25192 and 33-25978 of Insured Municipal
Securities Trust, 39th Discount Series &
Series 12, 40th Discount Series &
Series 13 and 41st Discount Series &
Series 14, respectively, on October 27,
1988, December 1, 1988 and December 22,
1988, respectively, and incorporated
herein by reference).

99.5.1 Consents of the Evaluator and Confirmation
of Ratings of Standard & Poor's
Corporation

99.6.0 Power of Attorney of Bear, Stearns & Co.
Inc., the Depositor, by its Officers and a
majority of its Directors (filed as
Exhibit 6.0 to Post-Effective Amendment
No. 8 to Form S-6 Registration Statements
Nos. 2-92113, 2-92660, 2-93073, 2-93884
and 2-94545 of Municipal Securities Trust,
Multi-State Series 4, 5, 6, 7 and 8,
respectively on October 30, 1992 and
incorporated herein by reference).

27 Financial Data Schedule(s) (for EDGAR filing only)....

<PAGE>

<ARTICLE> 6
<LEGEND> The schedule contains summary financial
information extracted from the financial
statements and supporting schedules as
of the end of the most current period
and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<CIK> 0000840822
<NAME> INSURED MST, 39TH DISCOUNT SERIES AND
SERIES 12
<SERIES>
<NUMBER> 39
<NAME> DISCOUNT

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 5274937
<INVESTMENTS-AT-VALUE> 4960931
<RECEIVABLES> 90991
<ASSETS-OTHER> 70624
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5122546
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 681
<TOTAL-LIABILITIES> 681
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 12000
<SHARES-COMMON-PRIOR> 12000
<ACCUMULATED-NII-CURRENT> 233930
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 83
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (314006)
<NET-ASSETS> 5121865
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 437882
<OTHER-INCOME> 20501
<EXPENSES-NET> 13721
<NET-INVESTMENT-INCOME> 444662
<REALIZED-GAINS-CURRENT> (158797)
<APPREC-INCREASE-CURRENT> (163356)
<NET-CHANGE-FROM-OPS> 122509
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 435851
<DISTRIBUTIONS-OF-GAINS> 1811400
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2124742)
<ACCUMULATED-NII-PRIOR> 284105
<ACCUMULATED-GAINS-PRIOR> 32
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 6184917
<PER-SHARE-NAV-BEGIN> 603.88
<PER-SHARE-NII> 34.91
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 42.53
<PER-SHARE-DISTRIBUTIONS> 150.95
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 426.82
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 2509126
<INVESTMENTS-AT-VALUE> 2504810
<RECEIVABLES> 58023
<ASSETS-OTHER> 22386
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2585219
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 274
<TOTAL-LIABILITIES> 274
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3500
<SHARES-COMMON-PRIOR> 3500
<ACCUMULATED-NII-CURRENT> 83369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4316)
<NET-ASSETS> 2584945
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 207669
<OTHER-INCOME> 709
<EXPENSES-NET> 5607
<NET-INVESTMENT-INCOME> 202771
<REALIZED-GAINS-CURRENT> (57370)
<APPREC-INCREASE-CURRENT> (123746)
<NET-CHANGE-FROM-OPS> 21655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 208249
<DISTRIBUTIONS-OF-GAINS> 806085
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (992679)
<ACCUMULATED-NII-PRIOR> 88847
<ACCUMULATED-GAINS-PRIOR> 95
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 3081559
<PER-SHARE-NAV-BEGIN> 1022.18
<PER-SHARE-NII> 57.45
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 69.84
<PER-SHARE-DISTRIBUTIONS> 230.31
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 738.56
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND> The schedule contains summary
financial information extracted from
the financial statements and
supporting schedules as of the end
of the most current period and is
qualified in its entirety by
reference to such financial
statements
</LEGEND>
<CIK> 0000841967
<NAME> INSURED MST, 40TH DISCOUNT SERIES
AND SERIES 13
<SERIES>
<NUMBER> 40
<NAME> DISCOUNT

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 7034623
<INVESTMENTS-AT-VALUE> 6864101
<RECEIVABLES> 163065
<ASSETS-OTHER> 32564
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7059730
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 700
<TOTAL-LIABILITIES> 700
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 14000
<SHARES-COMMON-PRIOR> 14000
<ACCUMULATED-NII-CURRENT> 275133
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 134
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (170522)
<NET-ASSETS> 7059030
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 565225
<OTHER-INCOME> 23810
<EXPENSES-NET> 16695
<NET-INVESTMENT-INCOME> 572340
<REALIZED-GAINS-CURRENT> (100528)
<APPREC-INCREASE-CURRENT> (325019)
<NET-CHANGE-FROM-OPS> 146793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 557432
<DISTRIBUTIONS-OF-GAINS> 1325240
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1735879)
<ACCUMULATED-NII-PRIOR> 320564
<ACCUMULATED-GAINS-PRIOR> 11690
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 7927670
<PER-SHARE-NAV-BEGIN> 628.21
<PER-SHARE-NII> 39.54
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 43.57
<PER-SHARE-DISTRIBUTIONS> 94.66
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 504.22
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND> The schedule contains summary financial
information extracted from the financial
statements and supporting schedules as
of the end of the most current period
and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<CIK> 0000841967
<NAME> INSURED MST, 40TH DISCOUNT SERIES
AND SERIES 13
<SERIES>
<NUMBER> 13
<NAME> SERIES

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 4009432
<INVESTMENTS-AT-VALUE> 4105675
<RECEIVABLES> 91241
<ASSETS-OTHER> 15788
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4212704
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 326
<TOTAL-LIABILITIES> 326
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 4962
<SHARES-COMMON-PRIOR> 5000
<ACCUMULATED-NII-CURRENT> 111384
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 96243
<NET-ASSETS> 4212378
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 325269
<OTHER-INCOME> 1042
<EXPENSES-NET> 7426
<NET-INVESTMENT-INCOME> 318885
<REALIZED-GAINS-CURRENT> (30488)
<APPREC-INCREASE-CURRENT> (213355)
<NET-CHANGE-FROM-OPS> 75042
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 323291
<DISTRIBUTIONS-OF-GAINS> 799970
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 38
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1048219)
<ACCUMULATED-NII-PRIOR> 115790
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 4736814
<PER-SHARE-NAV-BEGIN> 1052.12
<PER-SHARE-NII> 64.54
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 71.87
<PER-SHARE-DISTRIBUTIONS> 153.34
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 848.93
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND> The schedule contains summary financial
information extracted from the financial
statements and supporting schedules as
of the end of the most current period
and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<CIK> 0000843784
<NAME> INSURED MST, 41ST DISCOUNT SERIES
AND SERIES 14
<SERIES>
<NUMBER> 41
<NAME> DISCOUNT

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 6595492
<INVESTMENTS-AT-VALUE> 6247081
<RECEIVABLES> 142062
<ASSETS-OTHER> 42814
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6431957
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 725
<TOTAL-LIABILITIES> 725
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 15000
<SHARES-COMMON-PRIOR> 15000
<ACCUMULATED-NII-CURRENT> 266356
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 75
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (348411)
<NET-ASSETS> 6431232
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 545437
<OTHER-INCOME> 23810
<EXPENSES-NET> 16181
<NET-INVESTMENT-INCOME> 553066
<REALIZED-GAINS-CURRENT> (162100)
<APPREC-INCREASE-CURRENT> (299899)
<NET-CHANGE-FROM-OPS> 91067
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 540989
<DISTRIBUTIONS-OF-GAINS> 1960200
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2410122)
<ACCUMULATED-NII-PRIOR> 324467
<ACCUMULATED-GAINS-PRIOR> 92
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 7637018
<PER-SHARE-NAV-BEGIN> 589.42
<PER-SHARE-NII> 34.99
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 42.07
<PER-SHARE-DISTRIBUTIONS> 130.68
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 428.75
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND> The schedule contains summary financial
information extracted from the financial
statements and supporting schedules as
of the end of the most current period
and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<CIK> 0000843784
<NAME> INSURED MST, 41ST DISCOUNT SERIES
AND SERIES 14
<SERIES>
<NUMBER> 14
<NAME> SERIES

<S> <C>
<FISCAL-YEAR-END> Jun-30-1994
<PERIOD-START> Jul-01-1993
<PERIOD-END> Jun-30-1994
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 4236919
<INVESTMENTS-AT-VALUE> 4272336
<RECEIVABLES> 104427
<ASSETS-OTHER> 3460
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4380223
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341
<TOTAL-LIABILITIES> 341
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 6000
<SHARES-COMMON-PRIOR> 6000
<ACCUMULATED-NII-CURRENT> 113027
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 35
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35417
<NET-ASSETS> 4379882
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 347833
<OTHER-INCOME> 1229
<EXPENSES-NET> 8028
<NET-INVESTMENT-INCOME> 341034
<REALIZED-GAINS-CURRENT> (72200)
<APPREC-INCREASE-CURRENT> (258390)
<NET-CHANGE-FROM-OPS> 10444
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 349464
<DISTRIBUTIONS-OF-GAINS> 1212000
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1551020)
<ACCUMULATED-NII-PRIOR> 121457
<ACCUMULATED-GAINS-PRIOR> 35
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 5155733
<PER-SHARE-NAV-BEGIN> 988.48
<PER-SHARE-NII> 56.07
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 68.42
<PER-SHARE-DISTRIBUTIONS> 202.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 729.98
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.

65 Broadway
New York, New York 10006-2511
Telephone 212/770-4440
Fax: 212/797-8681

John R. Fitzgerald
Vice President

October 28, 1994

Bear, Stearns & Co., Inc.
245 Park Avenue
New York, NY 10167

RE: Insured Municipal Securities Trust
39th Discount Series and Series 12
Gentlemen:

We have examined the post-effective Amendment to the
Registration Statement File No. 33-24743 for the above-captioned
trust. We hereby acknowledge that Kenny S&P Evaluation Services,
a division of Kenny Information Systems, Inc. is currently acting
as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services
as evaluator.

In addition, we hereby confirm that the ratings
indicated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust portfolio
are the ratings currently indicated in our KENNYBASE database.

You are hereby authorized to file a copy of this letter
with the Securities and Exchange Commission.

Sincerely,

John R. Fitzgerald

JRF/cns
<PAGE>
KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.

65 Broadway
New York, New York 10006-2511
Telephone 212/770-4440
Fax: 212/797-8681

John R. Fitzgerald
Vice President

October 28, 1994

Bear, Stearns & Co., Inc.
245 Park Avenue
New York, NY 10167

RE: Insured Municipal Securities Trust
40th Discount Series and Series 13
Gentlemen:

We have examined the post-effective Amendment to the
Registration Statement File No. 33-25192 for the above-captioned
trust. We hereby acknowledge that Kenny S&P Evaluation Services,
a division of Kenny Information Systems, Inc. is currently acting
as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services
as evaluator.

You are hereby authorized to file a copy of this letter
with the Securities and Exchange Commission.

Sincerely,

John R. Fitzgerald

JRF/cns
<PAGE>
KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.

65 Broadway
New York, New York 10006-2511
Telephone 212/770-4440
Fax: 212/797-8681
John R. Fitzgerald
Vice President

October 28, 1994

Bear, Stearns & Co., Inc.
245 Park Avenue
New York, NY 10167

RE: Insured Municipal Securities Trust
41st Discount Series and Series 14
Gentlemen:

We have examined the post-effective Amendment to the
Registration Statement File No. 33-25978 for the above-captioned
trust. We hereby acknowledge that Kenny S&P Evaluation Services,
a division of Kenny Information Systems, Inc. is currently acting
as the evaluator for the trust. We hereby consent to the use in
the Amendment of the reference to Kenny S&P Evaluation Services
as evaluator.

You are hereby authorized to file a copy of this letter
with the Securities and Exchange Commission.

Sincerely,

John R. Fitzgerald

JRF/cns
<PAGE>
October 28, 1994
Standard & Poor's Corporation
Bond Insurance Administration
25 Broadway
New York, New York 10004-1064
Telephone 212/208-0138
FAX 212/208-8262

Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167

Re: Insured Municipal Securities Trust, 39th Discount Series and
Series 12

We have received the post-effective amendment to the registration
statement SEC file number 33-24743 for the above captioned trust.

Since the portfolio is composed solely of securities covered by bond
insurance policies that insure against default in the payment of principal
and interest on the securities for so long as they remain outstanding and
such policies have been issued by one or more insurance companies which
have been assigned "AAA" claims paying ability ratings by S&P, we reaffirm
the assignment of a "AAA" rating to the units of the trust and a "AAA"
rating to the securities contained in the trust.

You have permission to use the name of Standard & Poor's Corporation
and the above-assigned ratings in connection with your dissemination of
information relating to these units, provided that it is understood that
the ratings are not "market" ratings nor recommendations to buy, hold, or
sell the units of the trust or the securities in the trust. Further, it
should be understood that the rating on the units does not take into
account the extent to which fund expenses or portfolio asset sales for
less than the fund's purchase price will reduce payment to the unit
holders of the interest and principal required to be paid on the portfolio
assets. S&P reserves the right to advise its own clients, subscribers,
and the public of the ratings. S&P relies on the sponsor and its counsel,
accountants, and other experts for the accuracy and completeness of the
information submitted in connection with the ratings. S&P does not
independently verify the truth or accuracy of any such information.

This letter evidences our consent to the use of the name of Standard
& Poor's Corporation in connection with the rating assigned to the units
in the amendment referred to above. However, this letter should not be
construed as a consent by us, within the meaning of Section 7 of the
Securities Act of 1933, to the use of the name of Standard & Poor's
Corporation in connection with the ratings assigned to the securities
contained in the trust. You are hereby authorized to file a copy this
letter with the Securities and Exchange Commission.

We are pleased to have had the opportunity to be of service to you.
If we can be of further help, please do not hesitate to call upon us.

Sincerely,

Vincent S. Orgo
/mc

<PAGE>
October 28, 1994
Standard & Poor's Corporation
Bond Insurance Administration
25 Broadway
New York, New York 10004-1064
Telephone 212/208-0138
FAX 212/208-8262

Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167

Re: Insured Municipal Securities Trust, 40th Discount Series and
Series 13

We have received the post-effective amendment to the registration
statement SEC file number 33-25192 for the above captioned trust.

We are pleased to have had the opportunity to be of service to you.
If we can be of further help, please do not hesitate to call upon us.

Sincerely,

Vincent S. Orgo

/mc

<PAGE>
October 28, 1994
Standard & Poor's Corporation
Bond Insurance Administration
25 Broadway
New York, New York 10004-1064
Telephone 212/208-0138
FAX 212/208-8262

Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167

Re: Insured Municipal Securities Trust, 41st Discount Series and
Series 14

We have received the post-effective amendment to the registration
statement SEC file number 33-25978 for the above captioned trust.

We are pleased to have had the opportunity to be of service to you.
If we can be of further help, please do not hesitate to call upon us.

Sincerely,

Vincent S. Orgo
/mc