Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
January 24, 1994
Re: Defined Asset Funds -
Equity Income Fund,
Concept Series Rebuilding Trust
1933 Act Number 33-38782
1940 Act Number 811-3044
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Dear Sirs:
On behalf of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as agent
for the sponsors of the above referenced trust,
we hereby withdraw pursuant to Rule 477
the Post-Effective Amendment No. 4 to Form S-6
(the "Registration Statement")
filed puruant to Rule 485(b)
in error with respect to the above-referenced
trust on November 17, 1993.
Very truly yours,
Kenneth H. Chase
