CENTRAL EQUITY TRUST UTILITY SERIES 7, 485BPOS, 1995-10-05

CENTRAL EQUITY TRUST UTILITY SERIES 7
485BPOS, 1995-10-05

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 5, 1995

Registration No. 33-39381
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 4
TO
FORM S-6

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

A. Exact name of trust: CENTRAL EQUITY TRUST, UTILITY SERIES 7

B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.

C. Complete address of depositor's principal executive office:
UNISON INVESTMENT TRUSTS LTD.
12555 MANCHESTER ROAD
ST. LOUIS, MISSOURI 63131

D. Name and complete address of agent for service:
UNISON INVESTMENT TRUSTS LTD.
ATTENTION: LAWRENCE R. SOBOL
12555 MANCHESTER ROAD
ST. LOUIS, MISSOURI 63131

Send copies of all communications to:

BRYAN CAVE LLP
ATTENTION: JOSEPH F. MUELLER
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750

E. Approximate date of proposed public offering:
[X] CHECK BOX IF IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
OCTOBER 5, 1995, PURSUANT TO PARAGRAPH (b) OF RULE 485.

Pursuant to Rule 429 this Registration Statement also constitutes Post-
Effective Amendment No. 4 to Registration No. 33-39937 (Utility Series 8) and
Post-Effective Amendment No. 4 to Registration No. 33-40313 (Utility Series 9).

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

<PAGE> 2
CENTRAL EQUITY TRUST

CROSS REFERENCE SHEET

Pursuant to Rule 481 of Regulation C under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction 1 as to Prospectus on Form S-6)

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

I. Organization and General Information

1. (a) Name of Trust.................. Prospectus Front Cover

(b) Title of securities issued..... Prospectus Front Cover

2. Name and address of Depositor...... Prospectus Back Cover
Introduction
Miscellaneous -- The Sponsor

3. Name and address of Trustee........ Prospectus Back Cover
Introduction
Miscellaneous -- The Trustee

4. Name and address of principal
underwriter........................ The Trusts

5. Organization of trust.............. Introduction
The Trusts -- Objective and
Securities Selection

6. Execution and termination of Trust
Indenture and Agreement............ Introduction
The Trusts
Administration of the Trusts --
Amendment or Termination

7. Changes of Name.................... <F1>

8. Fiscal year........................ <F1>

9. Material litigation................ <F1>

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

10. General information regarding
trust's securities................. Summary of Essential Information
The Trusts
Public Offering
Federal Taxation
Rights of Unitholders
Trust Operating Expenses
Administration of the Trusts

<PAGE> 3

11. Type of securities comprising
units.............................. Summary of Essential Information
Schedule of Trust Securities
The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objective and
Securities Selection

12. Certain information regarding
periodic payment certificates...... <F1>

13. (a) Load, fees, expenses, etc...... The Trusts
Summary of Essential Information
Schedule of Trust Securities
Public Offering
Trust Operating Expenses
Administration of the Trusts --
Distributions of Income and
Capital

(b) Certain information regarding
periodic payment certificates.. <F1>

(d) Price to affiliates............ Summary of Essential Information --
Public Offering Price
Public Offering -- Public Offering
Price

(e) Other expenses and fees......... Rights of Unitholders -- Units

(f) Certain profits receivable by
the depositor, principal
underwriter, trustee or
affiliated persons.............. Public Offering -- Sponsor's and
Underwriter's Profit

(g) Ratio of annual charges to
income.......................... <F1>

14. Issuance of trust's securities...... Administration of the Trusts --
Administration of the Portfolio
Rights of Unitholders -- Units

15. Receipt and handling of payments
from purchaser...................... Summary of Essential Information
The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objective and
Securities Selection
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution
Public Offering -- Sponsor's and
Underwriter's Profits

<PAGE> 4

16. Acquisition and disposition of
underlying securities.............. The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objective and
Securities Selection
Rights of Unitholders -- Redemption
of Units
Administration of the Trusts --
Administration of the Portfolio
Administration of the Trusts --
Amendment or Termination

17. Withdrawal or redemption........... Summary of Essential Information
The Trusts
Public Offering
Federal Taxation
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses
Administration of the Trusts

18. (a) Receipt and disposition of
income............................. Summary of Essential Information
Schedule of Trust Securities
Rights of Unitholders -- Certain
Limitations
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses

(b) Reinvestment of distributions.. <F1>

(c) Reserves or special funds...... Administration of the Trusts --
Distributions of Income and
Capital
Administration of the Trusts --
Amendment or Termination

(d) Schedule of distributions...... <F1>

19. Records, accounts and reports...... Rights of Unitholders -- Units
Administration of the Trusts --
Distributions of Income and
Capital
Administration of the Trusts --
Administration of the Portfolio
Administration of the Trusts --
Reports to Unitholders
Administration of the Trusts --
Amendment or Termination
Miscellaneous -- The Trustee

20. (a) Amendments..................... Administration of the Trusts --
Amendment or Termination

(b) Extension or Termination....... Administration of the Trusts --
Amendment or Termination

<PAGE> 5

(e) and (f) Removal or Resignation
of Sponsor..................... Miscellaneous -- The Sponsor

21. Loans to security holders.......... <F1>

22. Limitations on liability........... The Trusts -- Objective and
Securities Selection
Trust Operating Expenses --
Miscellaneous Expenses
Administration of the Trusts --
Limitation on Liabilities

23. Bonding arrangements............... <F1>

24. Other material provisions of Trust
Indenture Agreement................ <F1>

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of Depositor.......... Miscellaneous -- The Sponsor

26. Fees received by Depositor......... <F1>

27. Business of Depositor.............. Administration of the Trusts --
Administration of the Portfolio
Miscellaneous -- The Sponsor

28. Certain information as to
officials and affiliated persons
of Depositor....................... Miscellaneous -- The Sponsor

29. Voting securities of Depositor..... Miscellaneous -- The Sponsor

30. Person controlling Depositor....... <F1>

31. Payments by Depositor for certain
services rendered to trust......... <F1>

32. Remuneration of directors of
Depositor for certain services
rendered to trust.................. <F1>

33. Remuneration of employees for
certain services rendered to
trust.............................. <F1>

34. Remuneration of other persons for
certain services rendered to
trust.............................. <F1>

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities
by States.......................... Public Offering -- Unit Distribution

<PAGE> 6

36. Suspension of sales of trust's
securities......................... <F1>

37. Revocation of authority to
distribute......................... <F1>

38. (a) Method of distribution......... The Trusts -- Summary Description of
the Portfolio
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution

(b) Underwriting agreements........ Summary of Essential Information --
Public Offering Price
Summary of Essential Information --
Underwriting
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution
Public Offering -- Sponsor's and
Underwriter's Profits

39. (a) Organization of principal
underwriter.................... <F1>

(b) N.A.S.D. membership by
principal underwriter.......... Miscellaneous -- The Sponsor

40. Certain fees received by principal
Underwriter........................ <F1>

41. (a) Business of principal
underwriter.................... <F1>

(b) Branch offices of principal
underwriter.................... <F1>

42. Ownership of trust's securities by
certain persons.................... <F1>

43. Certain brokerage commissions
received by principal underwriter.. <F1>

44. (a) Method of valuation............ Summary of Essential Information
The Trusts -- Objective and
Securities Selection
Public Offering -- Public Offering
Price

(b) Schedule as to offering price.. <F1>

<PAGE> 7

45. Suspension of redemption rights.... <F1>

46. (a) Redemption valuation........... Summary of Essential Information
Public Offering -- Public Offering
Price
Rights of Unitholders -- Redemption
of Units

(b) Schedule as to redemption
price.......................... <F1>

47. Maintenance of position in
underlying securities.............. Public Offering -- Public Market
Public Offering -- Sponsor's and
Underwriter's Profits

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of
Trustee............................ Administration of the Trusts --
Administration of the Portfolio
Miscellaneous -- The Trustee

49. Fees and expenses of Trustee....... Summary of Essential Information
Trust Operating Expenses -- Fees
Miscellaneous -- The Trustee

50. Trustee's lien..................... Trust Operating Expenses -- Fees
Trust Operating Expenses --
Miscellaneous Expenses

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's
securities......................... <F1>

VII. Policy of Registrant

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objective and
Securities Selection
Administration of the Trusts --
Administration of the Portfolio

(b) Transactions involving
elimination of underlying
securities..................... <F1>

<PAGE> 8

(c) Policy regarding substitution
or elimination of underlying
securities..................... The Trusts -- Summary Description of
the Trust
The Trusts -- Objective and
Securities Selection
Administration of the Trusts --
Administration of the Portfolio

(d) Fundamental policy not
otherwise covered.............. <F1>

53. Tax status of trust................ Federal Taxation
Status of the Trust Under New York
State and City Law

VIII. Financial and Statistical Information

54. Trust's securities during last
ten years.......................... <F1>

55. Certain information regarding
periodic payment certificates...... <F1>

56. Certain information regarding
periodic payment certificates...... <F1>

57. Certain information regarding
periodic payment certificates...... <F1>

58. Certain information regarding
periodic payment certificates...... <F1>

59. Financial statements (Instruction
1(b) to Form S-6).................. Report of Independent Public
Accountants
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements

- ---------------

<F1> Inapplicable, omitted, answer negative or not required.

<PAGE> 9

THIS PROSPECTUS CONSISTS OF TWO PARTS. PART ONE CONTAINS A SUMMARY OF ESSENTIAL
INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO EACH OF THE TRUSTS, THE
PORTFOLIO OF EACH TRUST AND A STATEMENT OF FINANCIAL CONDITION OF EACH OF THE
TRUSTS. PART TWO CONTAINS A GENERAL DESCRIPTION OF THE TRUSTS. PART ONE MAY NOT
BE DISTRIBUTED UNLESS ACCOMPANIED BY PART TWO. PLEASE RETAIN BOTH PARTS OF THIS
PROSPECTUS FOR FUTURE REFERENCE.

- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
[LOGO]* [LOGO]* [LOGO]*
UTILITY SERIES 7 UTILITY SERIES 8 UTILITY SERIES 9
- -------------------------------------------------------------------------------

PROSPECTUS PART ONE

The Trusts. The Trusts consist of separate unit investment trusts
designated as Utility Series 7, 8 and 9. The objectives of the Trusts are
providing dividend income and capital appreciation through investment in a
fixed portfolio consisting of publicly traded common stocks issued by domestic
utility companies which may include electric, gas, water and/or telephone
public utility companies (the "Portfolio"). The value of the Units of a Trust
will fluctuate with the value of the Portfolio (see "Summary of Essential
Information" in this Part One and "The Trusts" in Part Two). The Units being
offered by this Prospectus are issued and outstanding Units which have been
purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary market
or from the Trustee after having been tendered for redemption. The profit or
loss resulting from the sale of Units will accrue to the Underwriter. No
proceeds from the sale of Units will be received by the Trusts.

Public Offering Price. The Public Offering Price of the Units is based on
the Trustee's evaluation of the aggregate market value of the securities in the
Portfolio of a Trust divided by the number of Units outstanding plus a sales
charge of 2.50% of the Public Offering Price (2.56% of the aggregate market
value of the underlying Securities) until July 1, 1996 for Series 7, 8 and 9,
at which time the sales charge will decrease. See "Summary of Essential
Information" in this Part One. Unless terminated earlier, the Trust will
terminate on the Mandatory Termination Date as set forth in the "Summary of
Essential Information" in this Part One, and any Securities then held will,
within a reasonable time thereafter, be sold by the Trustee. Any Securities
sold at termination will be sold at the then current market value for such
Securities; therefore, the amount distributable in cash to a Unitholder may be
more or less than the amount such Unitholder paid for his Units.
NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part One dated October 5, 1995

- ---------------
* Description of logos: Utility Series 7 -- logo consists of one line
containing three black squares, side by side, each square containing within
<PAGE> 10

it a white symbol: the first, a light bulb symbolizing electricity; the second,
a flame symbolizing gas; and the third, a telephone symbolizing a telephone;
Utility Series 8 and 9 -- each logo consists of one line containing four black
squares, side by side, each square containing within it a white symbol: the
first, a light bulb symbolizing electricity; the second, a flame symbolizing
gas; the third, a droplet symbolizing water; and the fourth, a telephone
symbolizing a telephone.

<PAGE> 11

<TABLE>
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 7
AS OF AUGUST 31, 1995

<S> <C>

Number of Units <F1> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475,234
Fractional Undivided Interest in the Trust Represented by Each Unit. . . . . . . . . . . . . . 1/475,234th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust <F2>. . . . . . . . . . . . . . . . . . $10,788,400
Other net assets <F3> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,919
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,793,319
===========
Divided by 475,234 Units (times 100 Units) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,271
Plus Sales Charge of 2.50% of Public Offering Price (2.56% of Trust assets as determined by
the Trustee) per 100 Units <F4>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,329
===========
Redemption Price per 100 Units <F5>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,271
===========

<C> <C>

Evaluation Time. . . . . . . . . . . . . . . . . . . Close of trading on the New York Stock Exchange
(currently 4:00 P.M. New York time).
Record Dates . . . . . . . . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . . . . . . . . On or shortly after the fifteenth day of the month.
Capital Distribution Dates . . . . . . . . . . . . . Fifteenth day of each June and December unless the
amount in the Capital Account available to be
distributed is less than $1.00 per 100 Units
outstanding or earlier if the amount is greater than
$10.00 per 100 Units outstanding.
Date Trust Established . . . . . . . . . . . . . . . April, 18, 1991.
Mandatory Termination Date . . . . . . . . . . . . . April 1, 2001.
Minimum Termination Value. . . . . . . . . . . . . . The Trust Agreement may be terminated by the Sponsor
if the market value of the Trust at any time is less
than $2,500,000. <F6>
Trustee's Fee. . . . . . . . . . . . . . . . . . . . $0.80 per 100 Units per annum.
Estimated Expenses . . . . . . . . . . . . . . . . . $0.96 per 100 Units per annum.
Sponsor's Annual Portfolio Supervision Fee . . . . . $0.40 per 100 Units, maximum of $0.50 per 100 Units.

- ---------------
<FN>
<F1> The number of units has decreased from the date of the financial statements to the date of the
"Summary of Essential Information" due to unit redemptions. (See "Rights of Unitholders -- Redemption
of Units" in Part Two.)
<F2> Securities listed on a securities exchange are valued by the Trustee at the last closing sale price,
or if no such price exists, at the mean between the closing bid and offer prices or other bases. (See
"Rights of Unitholders -- Redemption of Units" in Part Two.)
<F3> The aggregate value of each Unit for purposes of calculating the Public Offering Price of Units will
include the pro rata share of other net assets attributable to such Units in the Income Account and
the Capital Account of the Trust (other than amounts required to be distributed by the Trustee
pursuant to the Trust Agreement) and amounts receivable in respect of Securities trading ex-dividend
on the date of evaluation, net of accrued expenses.
<PAGE> 12

<F4> Effective on each July 1, the sales charge will be decreased by one-half of 1% to a minimum sales
charge of 1.5%. (See "Public Offering -- Offering Price" in Part Two.)
<F5> This price is computed as of the date listed above and may vary from such price on any subsequent
date.
<F6> The Sponsor may also direct the Trustee to dispose of Securities (1) upon default in payment of
amounts due on debt obligations of the issuer of the Securities, (2) upon a decline in price which
reflects serious adverse credit factors that in the opinion of the Sponsor would make the retention of
such Securities detrimental to the Trust and its Unitholders, (3) upon the occurrence of a change in
the business of the issuer of Securities that would have caused the Sponsor not to include the
Securities of an issuer in the Trust had such circumstances existed prior to the formation of the
Trust, or (4) to prevent the Trust from becoming subject to the provisions of the Public Utility
Holding Company Act of 1935 and the rules and regulations promulgated thereunder.

</TABLE>

<PAGE> 13
PORTFOLIO

As of May 31, 1995, Central Equity Trust, Utility Series 7, consists of 27
issues of Securities, issued by entities located in 19 states, all of which are
issued by domestic electric, gas and telephone public utility companies. 25
issues are listed or traded on the New York Stock Exchange and 2 issues are
listed or traded on the Over-the-Counter market. The number of Securities by
type of issuer and percentage of market value is as follows: Electric, 8 (40%);
Gas, 8 (20%); Telephone, 3 (10%); and Combination -- Gas and Electric, 8 (30%).
See "Schedule of Trust Securities" herein in this Part One.

<TABLE>
PER UNIT INFORMATION
(Per 100 Units)
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
---------- ---------- ----------
<S> <C> <C> <C>

Net asset value per Unit at beginning of period. . . . . . . . . . . . . $2,122.02 $2,467.78 $2,217.44
========== ========== ==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . . . $2,282.11 $2,122.02 $2,467.78
========== ========== ==========
Distributions to Unitholders of investment income including accumulated
dividends paid on Units redeemed (weighted average Units outstanding
for entire period) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 135.45 $ 136.74 $ 132.60
========== ========== ==========
Distributions to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . . . $ -- $ -- $ --
========== ========== ==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . . . $ 165.42 $ (359.29) $ 244.93
========== ========== ==========
Weighted average Units outstanding . . . . . . . . . . . . . . . . . . . 505,189 549,172 552,068
Units outstanding at end of period . . . . . . . . . . . . . . . . . . . 477,734 536,034 552,068

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

</TABLE>

<PAGE> 14

<TABLE>
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 8
AS OF AUGUST 31, 1995

<S> <C>

Number of Units <F1> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 769,353
Fractional Undivided Interest in the Trust Represented by Each Unit. . . . . . . . . . . . . . 1/769,353rd
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust <F2>. . . . . . . . . . . . . . . . . . $18,017,022
Other net assets <F3> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,325
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,031,347
===========
Divided by 769,353 Units (times 100 Units) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,344
Plus Sales Charge of 2.50% of Public Offering Price (2.56% of Trust assets as determined by
the Trustee) per 100 Units <F4>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,404
===========
Redemption Price per 100 Units <F5>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,344
===========

<C> <C>

Evaluation Time. . . . . . . . . . . . . . . . . . . Close of trading on the New York Stock Exchange
(currently 4:00 P.M. New York time).
Record Dates . . . . . . . . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . . . . . . . . On or shortly after the fifteenth day of the month.
Capital Distribution Dates . . . . . . . . . . . . . Fifteenth day of each June and December unless the
amount in the Capital Account available to be
distributed is less than $1.00 per 100 Units
outstanding or earlier if the amount is greater than
$10.00 per 100 Units outstanding.
Date Trust Established . . . . . . . . . . . . . . . May 22, 1991.
Mandatory Termination Date . . . . . . . . . . . . . May 1, 2001.
Minimum Termination Value. . . . . . . . . . . . . . The Trust Agreement may be terminated by the Sponsor
if the market value of the Trust at any time is less
than $2,500,000. <F6>
Trustee's Fee. . . . . . . . . . . . . . . . . . . . $0.80 per 100 Units per annum.
Estimated Expenses . . . . . . . . . . . . . . . . . $0.60 per 100 Units per annum.
Sponsor's Annual Portfolio Supervision Fee . . . . . $0.40 per 100 Units, maximum of $0.50 per 100 Units.

</TABLE>

<PAGE> 16

PORTFOLIO

As of May 31, 1995, Central Equity Trust, Utility Series 8, consists of
28 issues of Securities, issued by entities located in 21 states and the
District of Columbia, all of which are issued by domestic electric, gas, water
and telephone public utility companies. 26 issues are listed or traded on the
New York Stock Exchange and 2 issues are listed or traded on the
Over-the-Counter market. The number of Securities by type of issuer and
percentage of market value is as follows: Electric, 12 (53%); Gas, 7 (15%);
Water, 1 (2%); Telephone, 3 (11%); and Combination -- Gas and Electric, 5
(19%). See "Schedule of Trust Securities" herein in this Part One.

<TABLE>
PER UNIT INFORMATION
(Per 100 Units)
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
---------- ---------- ----------
<S> <C> <C> <C>

Net asset value per Unit at beginning of period. . . . . . . . . . . . . $2,146.05 $2,502.42 $2,238.79
========== ========== ==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . . . $2,347.84 $2,146.05 $2,502.42
========== ========== ==========
Distributions to Unitholders of investment income including accumulated
dividends paid on Units redeemed (weighted average Units outstanding
for entire period) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 138.21 $ 137.62 $ 134.40
========== ========== ==========
Distribution to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . . . $ -- $ -- $ --
========== ========== ==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . . . $ 211.33 $ (382.10) $ 258.37
========== ========== ==========
Weighted average Units outstanding . . . . . . . . . . . . . . . . . . . 830,492 906,974 918,023
Units outstanding at end of period . . . . . . . . . . . . . . . . . . . 784,853 874,153 918,023

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

</TABLE>

<PAGE> 17

<TABLE>
SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 9
AS OF AUGUST 31, 1995

<S> <C>

Number of Units <F1> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,567
Fractional Undivided Interest in the Trust Represented by Each Unit. . . . . . . . . . . . . . 1/454,567th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust <F2>. . . . . . . . . . . . . . . . . . $10,868,177
Other net assets <F3> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,697
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,896,874
===========
Divided by 454,567 Units (times 100 Units) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,397
Plus Sales Charge of 2.50% of Public Offering Price (2.56% of Trust assets as determined by
the Trustee) per 100 Units <F4>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,459
===========
Redemption Price per 100 Units <F5>. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,397
===========

<C> <C>

Evaluation Time. . . . . . . . . . . . . . . . . . . Close of trading on the New York Stock Exchange
(currently 4:00 P.M. New York time).
Record Dates . . . . . . . . . . . . . . . . . . . . First day of the month.
Distribution Dates . . . . . . . . . . . . . . . . . On or shortly after the fifteenth day of the month.
Capital Distribution Dates . . . . . . . . . . . . . Fifteenth day of each June and December unless the
amount in the Capital Account available to be
distributed is less than $1.00 per 100 Units
outstanding or earlier if the amount is greater than
$10.00 per 100 Units outstanding.
Date Trust Established . . . . . . . . . . . . . . . June 13, 1991.
Mandatory Termination Date . . . . . . . . . . . . . June 1, 2001.
Minimum Termination Value. . . . . . . . . . . . . . The Trust Agreement may be terminated by the Sponsor
if the market value of the Trust at any time is less
than $2,500,000. <F6>
Trustee's Fee. . . . . . . . . . . . . . . . . . . . $0.80 per 100 Units per annum.
Estimated Expenses . . . . . . . . . . . . . . . . . $0.95 per 100 Units per annum.
Sponsor's Annual Portfolio Supervision Fee . . . . . $0.40 per 100 Units, maximum of $0.50 per 100 Units.

- ---------------
<FN>
<F1> The number of units has decreased from the date of the financial statements to the date of the
"Summary of Essential Information" due to unit redemptions. (See "Rights of Unitholders --
Redemption of Units" in Part Two.)
<F2> Securities listed on a securities exchange are valued by the Trustee at the last closing sale price,
or if no such price exists, at the mean between the closing bid and offer prices or other bases.
(See "Rights of Unitholders -- Redemption of Units" in Part Two.)
<F3> The aggregate value of each Unit for purposes of calculating the Public Offering Price of Units will
include the pro rata share of other net assets attributable to such Units in the Income Account and
the Capital Account of the Trust (other than amounts required to be distributed by the Trustee
pursuant to the Trust Agreement) and amounts receivable in respect of Securities trading ex-dividend
on the date of evaluation, net of accrued expenses.
<PAGE> 18

<F4> Effective on each July 1, the sales charge will be decreased by one-half of 1% to a minimum sales
charge of 1.5%. (See "Public Offering -- Offering Price" in Part Two.)
<F5> This price is computed as of the date listed above and may vary from such price on any subsequent
date.
<F6> The Sponsor may also direct the Trustee to dispose of Securities (1) upon default in payment of
amounts due on debt obligations of the issuer of the Securities, (2) upon a decline in price which
reflects serious adverse credit factors that in the opinion of the Sponsor would make the retention
of such Securities detrimental to the Trust and its Unitholders, (3) upon the occurrence of a change
in the business of the issuer of Securities that would have caused the Sponsor not to include the
Securities of an issuer in the Trust had such circumstances existed prior to the formation of the
Trust, or (4) to prevent the Trust from becoming subject to the provisions of the Public Utility
Holding Company Act of 1935 and the rules and regulations promulgated thereunder.

</TABLE>

<PAGE> 19

PORTFOLIO

As of May 31, 1995, Central Equity Trust, Utility Series 9, consists of 27
issues of Securities, issued by entities located in 18 states, all of which are
issued by domestic electric, gas, water and telephone public utility companies.
All of the issues are listed or traded on the New York Stock Exchange. The
number of Securities by type of issuer and percentage of market value is as
follows: Electric, 9 (40%); Gas, 6 (20%); Water, 1 (3%); Telephone, 3 (7%); and
Combination -- Gas and Electric, 8 (30%). See "Schedule of Trust Securities"
herein in this Part One.

<TABLE>
PER UNIT INFORMATION
(Per 100 Units)
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
---------- ---------- ----------
<S> <C> <C> <C>

Net asset value per Unit at beginning of period. . . . . . . . . . . . . $2,239.29 $2,606.31 $2,310.16
========== ========== ==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . . . $2,424.81 $2,239.29 $2,606.31
========== ========== ==========
Distributions to Unitholders of investment income including accumulated
dividends paid on Units redeemed (weighted average Units outstanding
for entire period) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 141.03 $ 134.26 $ 136.79
========== ========== ==========
Distributions to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . . . $ -- $ -- $ --
========== ========== ==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . . . $ 181.10 $ (406.58) $ 289.81
========== ========== ==========
Weighted average Units outstanding . . . . . . . . . . . . . . . . . . . 477,582 563,666 543,598
Units outstanding at end of period . . . . . . . . . . . . . . . . . . . 458,567 509,267 543,598

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

</TABLE>

<PAGE> 20

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., The Bank of New York and the
Unitholders of Central Equity Trust, Utility Series 7:

We have audited the accompanying statement of net assets and the schedule
of trust securities of Central Equity Trust, Utility Series 7 as of May 31,
1995, and the related statements of operations and changes in net assets for
the years ended May 31, 1995, 1994 and 1993. These financial statements are the
responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). 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. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. In addition, securities owned as of May 31, 1995, were
confirmed by direct correspondence with the Trustee. 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 Central Equity Trust,
Utility Series 7 as of May 31, 1995, and the results of its operations and
changes in its net assets for the years ended May 31, 1995, 1994 and 1993, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 27, 1995

CENTRAL EQUITY TRUST
UTILITY SERIES 7
STATEMENT OF NET ASSETS
MAY 31, 1995
<S> <C>

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,275
Investments in Securities, at market value (cost $9,484,317) (Note 1) . . . . . . . . . . 10,838,166
Dividends receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,092
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,906,533
-----------

LIABILITIES:
Accrued trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,079
-----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,079
-----------
NET ASSETS applicable to 477,734 Units of fractional undivided interest outstanding. . . . . . $10,902,454
===========

NET ASSETS, REPRESENTED BY:
Cost to original investors of 552,068 Units sold. . . . . . . . . . . . . . . . . . . . . $11,587,919
Less initial underwriting commission (Note 1) . . . . . . . . . . . . . . . . . . . . . . 518,944
-----------
$11,068,975

Less accumulated redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . . . . 1,601,393
-----------
$ 9,467,582
Undistributed net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,526
Unrealized appreciation of investments. . . . . . . . . . . . . . . . . . . . . . . . . . 1,353,849
Accumulated net realized gain (loss) from investment transactions . . . . . . . . . . . . 16,497
Principal distributions to unitholders of proceeds from investment transactions . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,902,454
===========
NET ASSET VALUE PER 100 UNITS (477,734 Units Outstanding). . . . . . . . . . . . . . . . . . . $ 2,282.11
===========

See accompanying notes to financial statements.

</TABLE>

<PAGE> 22
<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 7

STATEMENT OF OPERATIONS
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . $ 689,876 $ 761,648 $ 773,778
------------ ------------ ------------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . . . . $ 8,093 $ 11,919 $ 11,892
------------ ------------ ------------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . . $ 8,093 $ 11,919 $ 11,892
------------ ------------ ------------
Net investment income. . . . . . . . . . . . . . . . . . . $ 681,783 $ 749,729 $ 761,886
------------ ------------ ------------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . . . . $ (20,208) $ 36,705 $ --
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . . . . 790,269 (1,925,944) 1,352,198
------------ ------------ ------------
Net gain (loss) on investments . . . . . . . . . . . . . . $ 770,061 $(1,889,239) $ 1,352,198
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . . . . . $ 1,451,844 $(1,139,510) $ 2,114,084
============ ============ ============

STATEMENT OF CHANGES IN NET ASSETS

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 681,783 $ 749,729 $ 761,886
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . (20,208) 36,705 --
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . . . . 790,269 (1,925,944) 1,352,198
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . $ 1,451,844 $(1,139,510) $ 2,114,084
------------ ------------ ------------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 682,110 $ 750,243 $ 732,044
Proceeds from investment transactions . . . . . . . . . . . . . -- -- --
------------ ------------ ------------
Total distribution to unitholders . . . . . . . . . . . . . . . $ 682,110 $ 750,243 $ 732,044
------------ ------------ ------------
Redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . $ 1,242,065 $ 359,328 $ --
------------ ------------ ------------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $ (472,331) $(2,249,081) $ 1,382,040
Net assets at beginning of period. . . . . . . . . . . . . . . . . 11,374,785 13,623,866 12,241,826
------------ ------------ ------------

<PAGE> 23

Net assets at end of period (including undistributed net
investment income of $64,526, $64,853 and $65,367,
respectively). . . . . . . . . . . . . . . . . . . . . . . . . . $10,902,454 $11,374,785 $13,623,866
============ ============ ============

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 24

<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 7
SCHEDULE OF TRUST SECURITIES
MAY 31, 1995
<CAPTION>
Current Annual
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share <F1> Market Value
- --------- --------- -------------------------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>

1 8,963 Ameritech Corp. $2.000 $ 397,733
2 14,347 The Atlanta Gas Light Co. 1.925 491,385
3 6,271 Bell Atlantic Corp. 2.800 349,608
4 21,524 Central & South West Corp. 1.720 554,243
5 24,761 Central Louisiana Electric Co. 1.500 591,169
6 7,079 Cilcorp Incorporated 2.460 262,808
7 5,912 CIPSCO Incorporated 2.040 177,360
8 14,557 Consolidated Edison Company of New York, Inc. 2.040 434,890
9 8,427 Energen Corporation 1.120 174,860
10 979 Essex County Gas Company 1.560 22,272
11 17,040 FPL Group Incorporated 1.760 668,820
12 14,797 Indiana Energy Incorporated 1.060 290,391
13 17,218 IPALCO Enterprises Incorporated 2.160 563,889
14 22,598 KU Energy Corporation 1.680 624,270
15 27,624 Kansas City Power & Light Company 1.520 652,617
16 30,495 Laclede Gas Company 1.240 575,593
17 15,243 Northern States Power Co. 2.640 722,137
18 2,685 Northwest Natural Gas Company 1.760 79,543
19 6,794 Oklahoma Gas & Electric Company 2.660 239,488
20 22,421 Pacificorp 1.080 442,815
21 17,934 Peoples Energy Corporation 1.800 479,735
22 18,186 SCEcorp 1.000 315,982
23 4,417 Southern Indiana Gas & Electric Company 1.690 135,823
24 7,886 U S West Inc. 2.140 325,297
25 16,768 Union Electric Company 2.440 635,088
26 7,349 Valley Resources Incorporated 0.720 79,002
27 19,012 WPL Holdings Incorporated 1.940 551,348
------- -----------
381,287 $10,838,166
======= ===========

- ---------------
<FN>

<F1> Based on the latest quarterly or semi-annual declaration. There can be no assurance that future
dividend payments will be maintained in an amount equal to the dividends listed above.

See accompanying notes to financial statements.
</TABLE>

<PAGE> 25

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., The Bank of New York and the
Unitholders of Central Equity Trust, Utility Series 8:

We have audited the accompanying statement of net assets and the schedule
of trust securities of Central Equity Trust, Utility Series 8 as of May 31,
1995, and the related statements of operations and changes in net assets for
the years ended May 31, 1995, 1994 and 1993. These financial statements are the
responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). 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 Central Equity Trust,
Utility Series 8 as of May 31, 1995, and the results of its operations and
changes in its net assets for the years ended May 31, 1995, 1994 and 1993, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 27, 1995

<PAGE> 26

<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 8
STATEMENT OF NET ASSETS
MAY 31, 1995
<S> <C>

ASSETS:
Investments in Securities, at market value (cost $15,542,270) (Note 1). . . . . . . . . . $18,324,610
Dividends receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,684
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,452,294
-----------
LIABILITIES:
Advance from Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,878
Accrued trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,283
-----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,161
-----------
NET ASSETS applicable to 784,853 Units of fractional undivided interest outstanding. . . . . . $18,427,133
===========

NET ASSETS, REPRESENTED BY:
Cost to original investors of 918,023 Units sold. . . . . . . . . . . . . . . . . . . . . $19,269,304
Less initial underwriting commission (Note 1) . . . . . . . . . . . . . . . . . . . . . . 862,941
-----------
$18,406,363

Less accumulated redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . . . . 2,959,640
-----------
$15,446,723
Undistributed net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 105,980
Unrealized appreciation of investments. . . . . . . . . . . . . . . . . . . . . . . . . . 2,782,340
Accumulated net realized gain (loss) from investment transactions . . . . . . . . . . . . 92,090
Principal distributions to unitholders of proceeds from investment transactions . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,427,133
===========
NET ASSET VALUE PER 100 UNITS (784,853 Units Outstanding). . . . . . . . . . . . . . . . . . . $ 2,347.84
===========

See accompanying notes to financial statements.

</TABLE>

<PAGE> 27
<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 8

STATEMENT OF OPERATIONS
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,153,667 $ 1,275,787 $ 1,298,528
------------ ------------ ------------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . . . . $ 15,890 $ 16,425 $ 16,479
------------ ------------ ------------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . . $ 15,890 $ 16,425 $ 16,479
------------ ------------ ------------
Net investment income. . . . . . . . . . . . . . . . . . . $ 1,137,777 $ 1,259,362 $ 1,282,049
------------ ------------ ------------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . . . . $ (40,951) $ 133,041 $ --
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . . . . 1,658,641 (3,340,174) 2,371,945
------------ ------------ ------------
Net gain (loss) on investments . . . . . . . . . . . . . . $ 1,617,690 $(3,207,133) $ 2,371,945
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . . . . . $ 2,755,467 $(1,947,771) $ 3,653,994
============ ============ ============

STATEMENT OF CHANGES IN NET ASSETS

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 1,137,777 $ 1,259,362 $ 1,282,049
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . (40,951) 133,041 --
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . . . . 1,658,641 (3,340,174) 2,371,945
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . $ 2,755,467 $(1,947,771) $ 3,653,994
------------ ------------ ------------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 1,146,352 $ 1,247,392 $ 1,233,823
Proceeds from investment transactions . . . . . . . . . . . . . -- -- --
------------ ------------ ------------
Total distribution to unitholders . . . . . . . . . . . . . . . $ 1,146,352 $ 1,247,392 $ 1,233,823
------------ ------------ ------------
Redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . $ 1,941,821 $ 1,017,819 $ --
------------ ------------ ------------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $(332,706) $(4,212,982) $ 2,420,171
Net assets at beginning of period. . . . . . . . . . . . . . . . . 18,759,839 22,972,821 20,552,650
------------ ------------ ------------

<PAGE> 28

Net assets at end of period (including undistributed net
investment income of $105,980, $114,555 and $102,585,
respectively). . . . . . . . . . . . . . . . . . . . . . . . . . $18,427,133 $18,759,839 $22,972,821
============ ============ ============

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 29

<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 8
SCHEDULE OF TRUST SECURITIES
MAY 31, 1995
<CAPTION>
Current Annual
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share <F1> Market Value
- --------- --------- -------------------------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>

1 12,218 American Water Works, Inc. $1.28 $ 365,013
2 17,252 Ameritech Corp. 2.00 765,557
3 10,571 Atmos Energy Corporation 0.92 203,492
4 10,507 Bell Atlantic Corp. 2.80 585,765
5 33,617 Carolina Power & Light Co. 1.76 1,004,308
6 35,234 Central & South West Corp. 1.72 907,275
7 37,928 Central Louisiana Electric Co. 1.50 905,531
8 21,026 Cilcorp Incorporated 2.46 780,590
9 21,286 Consolidated Edison Company of New York, Inc. 2.04 635,919
10 26,244 Energen Corporation 1.12 544,563
11 2,058 Essex County Gas Company 1.56 46,819
12 23,724 FPL Group Incorporated 1.76 931,167
13 33,570 Indiana Energy Incorporated 1.06 658,811
14 23,895 Iowa-Illinois Gas & Electric Company 1.73 495,821
15 27,858 IPALCO Enterprises Incorporated 2.16 912,349
16 35,954 KU Energy Corporation 1.68 993,229
17 43,145 Kansas City Power & Light Company 1.52 1,019,301
18 21,026 Northern States Power Co. 2.64 996,107
19 15,726 Northwest Natural Gas Company 1.76 465,883
20 15,595 Oklahoma Gas & Electric Company 2.66 549,724
21 33,166 Pacificorp 1.08 655,029
22 22,110 Peoples Energy Corporation 1.80 591,443
23 24,751 Potomac Electric Power Company 1.66 504,302
24 23,289 SCEcorp 1.00 404,646
25 42,244 Southern Co. 1.22 934,649
26 20,370 Southern Indiana Gas & Electric Company 1.69 626,377
27 15,726 U S West Inc. 2.14 648,698
28 17,883 Valley Resources Incorporated 0.72 192,242
------- -----------
667,973 $18,324,610
======= ===========

- ---------------
<FN>

<F1> Based on the latest quarterly or semi-annual declaration. There can be no assurance that future
dividend payments will be maintained in an amount equal to the dividends listed above.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 30

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., The Bank of New York and the
Unitholders of Central Equity Trust, Utility Series 9:

We have audited the accompanying statement of net assets and the schedule
of trust securities of Central Equity Trust, Utility Series 9 as of May 31,
1995, and the related statements of operations and changes in net assets for
the years ended May 31, 1995, 1994 and 1993. These financial statements are the
responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). 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 Central Equity Trust,
Utility Series 9 as of May 31, 1995, and the results of its operations and
changes in its net assets for the years ended May 31, 1995, 1994 and 1993, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 27, 1995

<PAGE> 31

<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 9
STATEMENT OF NET ASSETS
MAY 31, 1995
<S> <C>

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,554
Investments in Securities, at market value (cost $9,094,603) (Note 1) . . . . . . . . . . 11,036,606
Dividends receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,036
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,123,196
-----------
LIABILITIES:
Accrued trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,812
-----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,812
-----------
NET ASSETS applicable to 458,567 Units of fractional undivided interest outstanding. . . . . . $11,119,384
===========

NET ASSETS, REPRESENTED BY:
Cost to original investors of 543,598 Units sold. . . . . . . . . . . . . . . . . . . . . $11,435,941
Less initial underwriting commission (Note 1) . . . . . . . . . . . . . . . . . . . . . . 537,674
-----------
$10,898,267

Less accumulated redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . . . . 1,957,107
-----------
$ 8,941,160
Undistributed net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 79,180
Unrealized appreciation of investments. . . . . . . . . . . . . . . . . . . . . . . . . . 1,942,003
Accumulated net realized gain (loss) from investment transactions . . . . . . . . . . . . 157,041
Principal distributions to unitholders of proceeds from investment transactions . . . . . --
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,119,384
===========
NET ASSET VALUE PER 100 UNITS (458,567 Units Outstanding). . . . . . . . . . . . . . . . . . . $ 2,424.81
===========

See accompanying notes to financial statements.

</TABLE>

<PAGE> 32
<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 9

STATEMENT OF OPERATIONS
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . . . . $ 673,820 $ 765,201 $ 789,701
------------ ------------ ------------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . . . . $ 10,012 $ 11,578 $ 11,655
------------ ------------ ------------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . . $ 10,012 $ 11,578 $ 11,655
------------ ------------ ------------
Net investment income. . . . . . . . . . . . . . . . . . . $ 663,808 $ 753,623 $ 778,046
------------ ------------ ------------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . . . . $ 28,159 $ 128,882 $ --
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . . . . . 830,496 (2,070,597) 1,575,434
------------ ------------ ------------
Net gain (loss) on investments . . . . . . . . . . . . . . $ 858,655 $(1,941,715) $ 1,575,434
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . . . . . $ 1,522,463 $(1,188,092) $ 2,353,480
============ ============ ============

STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>

1995<F1> 1994<F2> 1993<F3>
------------ ------------ ------------
<S> <C> <C> <C>

Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 663,808 $ 753,623 $ 778,046
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . 28,159 128,882 --
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . . . . 830,496 (2,070,597) 1,575,434
------------ ------------ ------------
Net increase (decrease) in net assets from operations. . . $ 1,522,463 $(1,188,092) $ 2,353,480
------------ ------------ ------------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . . . . $ 670,337 $ 755,400 $ 743,641
Proceeds from investment transactions . . . . . . . . . . . . . -- -- --
------------ ------------ ------------
Total distribution to unitholders . . . . . . . . . . . . . . . $ 670,337 $ 755,400 $ 743,641
------------ ------------ ------------
Redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . $ 1,136,719 $ 820,388 $ --
------------ ------------ ------------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $ (284,593) $(2,763,880) $ 1,609,839
Net assets at beginning of period. . . . . . . . . . . . . . . . . 11,403,977 14,167,857 12,558,018
------------ ------------ ------------

<PAGE> 33

Net assets at end of period (including undistributed net
investment income of $79,180, $85,709 and $87,486,
respectively). . . . . . . . . . . . . . . . . . . . . . . . . . $11,119,384 $11,403,977 $14,167,857
============ ============ ============

- ---------------
<FN>

<F1> For the period from June 1, 1994 through May 31, 1995.
<F2> For the period from June 1, 1993 through May 31, 1994.
<F3> For the period from June 1, 1992 through May 31, 1993.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 34

<TABLE>
CENTRAL EQUITY TRUST
UTILITY SERIES 9
SCHEDULE OF TRUST SECURITIES
MAY 31, 1995
<CAPTION>
Current Annual
Portfolio Number Dividend Aggregate
Number of Shares Name of Issuer of Securities Per Share <F1> Market Value
- --------- --------- -------------------------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>

1 9,595 American Water Works, Inc. $1.28 $ 286,651
2 6,521 Ameritech Corp. 2.00 289,369
3 11,707 Atlanta Gas Light Company 2.08 400,965
4 4,022 Bell Atlantic Corp. 2.80 224,226
5 21,119 Central & South West Corp. 1.72 543,814
6 7,287 Cilcorp Incorporated 2.46 270,530
7 7,287 CIPSCO Incorporated 2.04 218,610
8 10,719 Consolidated Edison Company of New York, Inc. 2.04 320,230
9 14,586 Duke Power Company 1.96 608,966
10 13,245 Energen Corporation 1.12 274,834
11 18,144 Florida Progress Corporation 2.02 578,340
12 14,586 FPL Group Incorporated 1.76 572,500
13 14,586 General Public Utilities Corporation 1.88 437,580
14 19,872 Indiana Energy Incorporated 1.06 389,988
15 16,895 IPALCO Enterprises Incorporated 2.16 553,311
16 19,774 KU Energy Corporation 1.68 546,257
17 22,660 Kansas City Power & Light Company 1.52 535,343
18 30,724 Laclede Gas Company 1.24 579,915
19 13,821 Northern States Power Co. 2.64 654,770
20 20,547 Pacificorp 1.08 405,803
21 16,895 Peoples Energy Corporation 1.80 451,941
22 10,263 SCEcorp 1.00 178,320
23 6,326 U S West Inc. 2.14 260,948
24 15,740 Union Electric Company 2.44 596,152
25 10,172 Valley Resources Incorporated 0.72 109,349
26 17,662 WPL Holdings Incorporated 1.94 512,198
27 8,058 WPS Resources Corp. <F2> 1.82 235,696
------- -----------
382,813 $11,036,606
======= ===========

- ---------------
<FN>

<F1> Based on the latest quarterly or semi-annual declaration. There can be no assurance that future
dividend payments will be maintained in an amount equal to the dividends listed above.

<F2> On September 1, 1994, Wisconsin Public Service Corp. formed a holding company named WPS Resources
Corp. The Sponsor originally deposited shares of Wisconsin Public Service Corp. in the Trust.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 35

CENTRAL EQUITY TRUST
UTILITY SERIES 7
UTILITY SERIES 8
UTILITY SERIES 9

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The financial statements of the Trusts are prepared in accordance with
generally accepted accounting principles. The policies which significantly
affect the determination of financial position, results of operations, and
changes in net assets are summarized below:

Cash and Equivalents -- Cash and equivalents are amounts on deposit in the
Income and Capital Accounts.

Security Valuation -- Securities listed on a securities exchange are valued
by the Trustee at the last closing sale price, or if no such price exists, at
the mean between the closing bid and offer prices or other bases. (See "Rights
of Unitholders -- Redemption of Units" in Part Two.)

Income and Expenses -- Income and expenses are recognized on the accrual
basis of accounting. Gains and losses from transactions are determined on a
specific identification basis.

Federal Income Taxes -- The Trusts are not taxable for Federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion
of a Trust and accordingly, no provision has been made for Federal income
taxes.

NOTE 2 -- OPERATING EXPENSES:

See "Trust Operating Expenses" in Part Two of this Prospectus for
information with respect to trustee fees and expenses.

NOTE 3 -- UNIT REDEMPTIONS:

During the year ended May 31, 1995, 58,300 Units, 89,300 Units and 50,700
Units were presented for redemption for Utility Series 7, Utility Series 8 and
Utility Series 9, respectively.

<PAGE> 36
CENTRAL EQUITY TRUST

Sponsor Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043

Trustee The Bank of New York
101 Barclay Street
New York, New York 10286

Evaluator Van Kampen American
Capital Investment Advisory Corp.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Legal Counsel Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

Independent Public Arthur Andersen LLP
Accountants 1010 Market Street
for the Trusts St. Louis, Missouri 63101

------------------------------

Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of
the information contained in this Prospectus.

This Prospectus does not contain all the information set forth in the
registration statements and exhibits relating thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to
which reference is hereby made.

No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplementary sales literature prepared
by the Sponsor, and any information or representations not contained therein
must not be relied upon as having been authorized by either the Trusts, the
Trustee or the Sponsor. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, units in any State to any person to whom
it is not lawful to make such offer in such State. Each Trust is registered as
a Unit Investment Trust, under the Investment Company Act of 1940, as amended.
Such registration does not imply that the Trusts or any of the Units have been
guaranteed, sponsored, recommended or approved by the United States or any
State or agency or officer thereof.

CENTRAL EQUITY TRUST
[LOGO] *
UTILITY SERIES 7
[LOGO] *
UTILITY SERIES 8
[LOGO] *
UTILITY SERIES 9
------------------------------
CURRENT PROSPECTUS
PART ONE
------------------------------
<PAGE> 37

Updated as of October 5, 1995

- ---------------
* Description of logos: Utility Series 7 -- logo consists of one line
containing three black squares, side by side, each square containing within
it a white symbol: the first, a light bulb symbolizing electricity; the
second, a flame symbolizing gas; and the third, a telephone symbolizing a
telephone; Utility Series 8 and 9 -- each logo consists of one line
containing four black squares, side by side, each square containing within
it a white symbol: the first, a light bulb symbolizing electricity; the
second, a flame symbolizing gas; the third, a droplet symbolizing water;
and the fourth, a telephone symbolizing a telephone.
<PAGE>
<PAGE> 38

NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE. BOTH PARTS
OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
[LOGO]*
UTILITY SERIES
- -------------------------------------------------------------------------------

PROSPECTUS PART TWO

The Trusts. The objectives of the Trusts are providing dividend income and
capital appreciation through investment in a fixed portfolio consisting of
publicly traded equity securities issued by domestic utility companies, which
may include electric, gas, water and/or telephone public utility companies.

With respect to Utility Series 27 only, up to 20% of the aggregate market
value of the Trust may have been invested in telecommunications companies and
American Depositary Receipts ("ADRs"). (The securities on deposit in a Trust
are herein collectively referred to as the "Portfolio").

The value of the Units of a Trust will fluctuate with the value of the
relevant Portfolio. The Trusts consist of a series of unit investment trusts.
The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by Edward D. Jones & Co. (the "Underwriter") in the
secondary market or from the Trustee after having been tendered for redemption.
The profit or loss resulting from the sale of Units will accrue to the
Underwriter. No proceeds from the sale of the Units will be received by the
Trusts.

Public Offering Price. The secondary market Public Offering Price of the
Units is based on the Trustee's evaluation of the aggregate market value of the
securities in the Portfolio of a Trust divided by the number of Units
outstanding plus a sales charge as set forth in "Public Offering Price" on the
front cover of Part One or such lesser amount as indicated in the "Summary of
Essential Information" in Part One.

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Sponsor:

uit
Unison Investment Trusts Ltd.

Prospectus Part Two dated July 11, 1995

- ---------------
* Description of logo: One line, containing four black squares, side by side,
each square containing within it a white symbol: the first, a light bulb
symbolizing electricity; the second, a flame symbolizing gas; the third, a
droplet symbolizing water; and the fourth, a telephone symbolizing a
telephone.

<PAGE> 39
TABLE OF CONTENTS
-----------------

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Summary Description of the Portfolio . . . . . . . . . . . . . . . . . . 40
Utility Series 27. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Risks and Other Considerations Concerning Utility and
Telecommunications Industries . . . . . . . . . . . . . . . . . . . 44
Objective and Securities Selection . . . . . . . . . . . . . . . . . . . 46

PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . 48
Unit Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Sponsor's and Underwriter's Profits. . . . . . . . . . . . . . . . . . . 48
Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Taxation of Dividends Received by a Trust. . . . . . . . . . . . . . . . 50
Corporate Unitholders Dividends Received Deduction . . . . . . . . . . . 50
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Disposition of Securities by a Trust and Disposition of Units. . . . . . 51
Special Tax Consequences of In Kind Distributions Upon Redemption of
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Computation of the Unitholder's Tax Basis. . . . . . . . . . . . . . . . 52
Back-Up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 52

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW . . . . . . . . . . . 53

RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 54

TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 57

ADMINISTRATION OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . 58
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 58
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 59
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 59
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 60
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 61

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
The Evaluator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

<PAGE> 40
INTRODUCTION

Each series of the Central Equity Trust (a "Trust") was created under the
laws of the State of New York pursuant to a Trust Agreement (the "Agreement")
and a related Standard Terms and Conditions of Trust (the "Indenture", as
amended and restated, collectively with the Agreement, the "Indenture and
Agreement") by and between Unison Investment Trusts Ltd. (the "Sponsor"), The
Bank of New York as successor Trustee to United States Trust Company of New
York, effective June 19, 1995, (the "Trustee") and Van Kampen American Capital
Investment Advisory Corp. as successor Evaluator to United States Trust Company
of New York, effective June 19, 1995, (the "Evaluator"). The purpose and
objective of a Trust is to provide dividend income and capital appreciation
through investment in a fixed portfolio of securities consisting of publicly
traded equity securities issued by electric, gas, water and/or telephone public
utility companies. In addition, up to 20% of the aggregate market value of
Utility Series 27 may have been invested in telecommunications companies and
American Depositary Receipts ("ADRs") (the securities on deposit in the Trust
are herein collectively referred to as the "Portfolio"). The Portfolio allows
investors greater diversification than they might be able to acquire
individually. ADRs are receipts issued by United States depositaries evidencing
ownership of common stocks issued by corporations formed in countries other
than the United States and on deposit with custodians located outside the
United States. The issuers of the publicly traded common stocks in a Portfolio,
together with the foreign issuers of the common stocks underlying the ADRs, are
collectively referred to herein as the "Issuers." Both the publicly traded
common stocks and any ADRs may provide income or are considered to have the
potential for capital appreciation or both (such common stocks and any ADRs are
collectively referred to herein as the "Securities"). ADRs provide income in
the form of distribution payments of dividends received on the underlying
foreign securities, while common stocks provide income in the form of
dividends. Any reference in this Prospectus Part Two to "dividends" shall with
respect to Utility Series 27 also refer to distribution payments made with
respect to any ADRs in a Portfolio. There is no assurance that these objectives
will be met because the payment and level of dividends is dependent upon, among
other things, the amount each issuer has available for such purpose, and with
respect to ADRs, the exchange rates in effect at the time of conversion.
Furthermore, diversification of a Trust's assets will not eliminate the risk of
loss inherent in the ownership of equity securities.

THE TRUSTS

Summary Description of the Portfolio

An investment in Units of a Trust should be made with an understanding of
the risks which an investment in equity securities, including common stock (and
ADRs in Utility Series 27), entails. Such risks include those arising from the
fact that the rights of common stock owners to payments are generally inferior
to creditors, debt holders and preferred stock owners of the issuing company.
Common stock owners are also subject to risks of declines in the general equity
market or in the market for the Company's industry sector and the worsening of
the financial condition of a company or the economy in which it operates. Such
risks may result in declines in values of the common stocks which in turn would
negatively affect the value of Units. Although actions have been taken to
provide a diversified portfolio of equity securities which tends to reduce the
effects of these risks, no guarantee can be made that they will not occur and
negatively affect the value of Units.

<PAGE> 41

Holders of common stock of the type held in each Trust have a right to
receive dividends only when, if, and in the amounts declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. The issuance of debt securities and preferred stock will create superior
claims for payment of principal and interest (in the case of debt securities)
and dividends (in the case of preferred stock) which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value will
be subject to market fluctuations prior thereto), or preferred stocks which
typically have liquidation preference and which may have stated optional or
mandatory redemption provisions, common stocks do not have a fixed principal
amount or a maturity date and their value is subject to market fluctuations for
as long as the common stocks remain outstanding. The market value of the
Securities in each Trust thus is expected to fluctuate over the entire life of
each Trust to market values higher or lower than those currently prevailing.
The Sponsor may direct the Trustee to dispose of Securities under certain
specified circumstances but the Securities will not be sold by the Trustee as a
result of ordinary market fluctuations. (See "Administration of the Trusts --
Administration of the Portfolio" herein.)

Whether or not the Securities are listed on a national exchange, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any of the Securities,
that any market for the Securities will be maintained or of the liquidity of
the Securities in any markets made.

The risks referred to above could adversely affect the ability and the
inclination of the Issuers to declare or to pay dividends, and the ability of
holders of common stock and (ADRs in Utility Series 27) to realize any value
from the assets of the Issuers upon liquidation or bankruptcy.

Utility Series 27

An investment in Units of Utility Series 27 should also be made with an
understanding of the additional risks and consequences an investment in ADRs
entails, which include risks involved in the ADRs themselves and those inherent
in foreign securities as well as the investor's risk of becoming subject to
special tax consequences due to the receipt of income from foreign sources.
(See "Federal Taxation -- Taxation of Dividends Received by a Trust" herein.)
The Sponsor will not deposit ADRs in amounts that would cause the aggregate
market value of a Trust invested in domestic electric, gas, water or telephone
utilities to be less than 80%. An ADR is a receipt that is issued by an
American depositary, usually a bank, and which is denominated in and represents
the ownership of a specified number of foreign securities on deposit with a
foreign entity, also usually a bank, that acts as custodian of and transfer and
collection agent with respect to such foreign securities. The depositary and
custodian usually charge fees upon the deposit and withdrawal of securities,
the conversion of dividends to U.S. dollars, the disposition of non-cash
distributions and the performance of other services. ADRs, although not
necessarily the underlying securities, are registered with the Securities and
Exchange Commission.

<PAGE> 42

Ownership of ADRs by U.S. investors can provide certain advantages over
direct ownership of the foreign securities, including greater ease of
transferability and simplified collection and conversion of dividends paid in
foreign currencies. However, ownership of ADRs also poses certain disadvantages
in comparison to direct ownership of the foreign securities. For example,
holders of ADRs may not be able to participate in foreign warrants and rights
offerings or in certain exchange or tender offers involving foreign issuers.
ADR depositaries will typically sell warrants and subscription rights, if they
are transferable, and distribute the proceeds, which are often less than the
value of the securities represented by such warrants or subscription rights, to
the ADR holders. Further, in some cases the voting rights of owners of foreign
stock are restricted by the home country, and the flow of information from the
foreign issuer to ADR holders may be delayed or reduced.

ADR holders have the right to demand and receive actual securities in
exchange for their ADRs. Furthermore, ADR facilities may be terminated, in
which case the ADR holder may come into possession of the underlying
securities. If such an event were to occur, the advantages of holding ADRs
described above would be lost and the tax consequences to the holder could
change. Neither the Trustee nor the Sponsor is authorized under the Indenture
and Agreement to initiate such an exchange. However, if an ADR facility is
terminated, the Sponsor may, but is not required to, direct the Trustee to sell
any underlying securities it may receive and distribute the proceeds of such
sale to the Unitholders pursuant to the terms of the Indenture and Agreement.
In some cases, an unsponsored ADR facility (see below for a discussion of
sponsored and unsponsored ADRs) may be terminated upon the creation of a
sponsored ADR facility. In such cases, it is the usual practice for the sponsor
of the facility to effect an exchange of its sponsored ADRs for the outstanding
unsponsored ADRs and to pay the costs of such exchange. Such an occurrence, in
and of itself, will not constitute an event that gives rise to the ability of
the Sponsor to direct the Trustee to sell the ADR. (See, "Administration of the
Trusts -- Administration of the Portfolio" herein.)

An ADR facility may be established by a foreign issuer that seeks to have
its securities traded in the United States, in which case the ADRs are referred
to as "sponsored", or the ADR facility may be initiated by an entity unrelated
to the foreign issuer, usually a brokerage firm, that seeks to make a market in
the foreign security, in which case the ADRs are referred to as "unsponsored".
In the case of a sponsored ADR, the foreign issuer enters into an arrangement
with a single American depositary and a foreign custodian and usually agrees to
pay certain administrative and shareholder related fees and expenses, although
ADR holders will bear certain costs. Under the terms of most sponsored ADRs,
depositaries undertake to distribute notices of shareholder meetings and voting
instructions and to make other shareholder communications available to ADR
holders upon the foreign issuer's instruction. Generally, the underlying
security of a sponsored ADR will be registered with the Securities and Exchange
Commission, making the ADR eligible for listing on United States exchanges.

In the case of an unsponsored ADR, the fees and expenses of the facility
are generally born solely by the ADR holders. In addition, the depositary is
frequently under no contractual obligation to distribute shareholder
communications of any type or to pass through voting rights to the ADR holders.
Other unsponsored ADRs with respect to the same underlying security are often
established by other market makers and depositaries. Such duplicate ADRs are
treated as fungible in the trading markets. Therefore, when duplicate
unsponsored ADRs exist, there is no mechanism that links a particular
unsponsored ADR to its actual depositary or the distributions made by it.
Instead, unsponsored ADRs are usually held on deposit with U.S. clearing
<PAGE> 43

agencies, which take in the various unsponsored ADR distributions and forward
them on to the ADR owners. Additionally, if a holder of an unsponsored ADR
seeks to exchange the ADR for the underlying securities there can be delays in
settlement if it becomes necessary to trace the ADR to its issuing depositary.
This may occur if other depositaries refuse to accept the ADR or have
insufficient securities to effect the exchange. Because the underlying
securities are not generally registered in the United States and because the
underlying securities may have been issued at different times, there is a
possibility that if an unsponsored ADR is exchanged for underlying securities,
or the ADR holder otherwise receives the underlying securities, such holder may
come into possession of unregistered restricted securities which cannot be sold
in the U.S. until certain statutory waiting periods have expired.

Elements of risk associated with investing in the securities of foreign
issuers of equity securities include but are not limited to trade balances and
imbalances and related economic policies; currency exchange rate fluctuations;
non-U.S. currency exchange control policies; expropriation or confiscatory
taxation; limitations on the removal of funds or other assets; political or
social instability; the diverse structure and liquidity of securities markets
in various countries and regions; policies of government with respect to
possible nationalization of their own industries; and other specific local
political and economic considerations. Companies located outside the United
States may operate under different accounting, auditing and financial reporting
regulations than U.S. companies. In addition, because ADRs represent ownership
of securities issued by a foreign company, often less information is available
about the issuer than would be the case for publicly held United States
companies. Further, it may be more difficult to obtain and enforce a judgment
against a foreign issuer.

An investment in Units should be made with particular attention to risks
presented by probable changes in future currency exchange rate relationships,
especially during periods of broad adjustments in such relationships. The
securities underlying any ADRs in the Portfolio have been issued by
corporations that, to the extent they pay dividends, pay them in foreign
currencies. In the past, most foreign currencies values have fluctuated widely
against the United States dollar for many reasons, including supply and demand
of the respective currency, monetary policies, the soundness of the world
economy and the strength of a particular foreign economy as compared to the
economies of the United States and other countries. Thus, even though a foreign
Issuer's dividend payment may remain constant in its local currency, the U.S.
dollar value of the distribution will vary with fluctuations in the U.S. dollar
exchange rates for the relevant currency. The Sponsor anticipates that
dividends received by the foreign custodians in foreign currencies will be
converted on the date of receipt, or as soon as practicable thereafter, to U.S.
dollars. Due to fluctuations in exchange rates and possible delays in the
conversions of dividends to U.S. dollars, the U.S. dollar value of the dividend
on the date of receipt may not reflect, exactly, the actual amount in U.S.
dollars a Trust will receive.

To the best knowledge of the Sponsor, none of the foreign securities
underlying any ADRs in the Portfolio were subject to currency exchange control
restrictions which would materially interfere with the payment or receipt of
dividends on such underlying securities. However, there can be no assurance
that currency exchange control regulations will not be adopted in the future
that would adversely affect such payments.

<PAGE> 44

Risks and Other Considerations Concerning Utility and Telecommunications
Industries

Electric, Gas, Water and Telephone Industries. Other than with respect to
Utility Series 27 where at least 80% of its aggregate market value is so
invested, each Trust invested in common stocks of domestic companies in the
electric, gas, water and/or telephone public utility industries. (See "Schedule
of Trust Securities" in Part One.) In view of this, an investment in a Trust
should be made with an understanding of the risks inherent in those industries.
Public utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish and approve the rates which may be
charged for their services and the appropriate rate of return on an approved
asset base. Certain public utilities have difficulty from time to time
persuading regulators to grant the rate increases necessary to maintain an
adequate return on investment and voters in many states have the ability to
impose limits on rate adjustments. There are substantial differences between
the regulatory policies and practices of various jurisdictions, and any given
regulatory agency may make major shifts in policy from time to time. There is
no assurance that regulatory authorities will in the future grant rate
increases or that any such increases will be adequate to permit the payment of
dividends on common stocks. Additionally, existing and possible future
regulatory legislation may make it even more difficult for these utilities to
obtain adequate rate relief.

Issuers of the Securities may face other problems, including difficulty in
financing large construction programs and raising capital during inflationary
periods, rising costs of fuels and the transportation of fossil fuels,
uncertainty of transmission service costs, changes in tax laws which may
adversely affect a utility's ability to operate in a profitable manner,
difficulty in estimating future demand for electricity, gas, water and
telephone service in certain regions, recent reductions in estimates for future
demand for electricity, gas, water and telephone in certain regions,
restrictions on operations and increased costs and delays attributable to
environmental regulations and the effects of energy conservation.

There may also be risks associated with a particular type of public
utility. Governmental authorities may from time to time review existing
requirements and impose additional requirements governing the licensing,
construction and operation of power plants by electric utilities. On the other
hand, electric companies in general have been favorably affected by the full or
near completion of major construction programs, and many utility companies have
generated cash flows in excess of current operating expenses and some
construction expenditures, permitting some degree of diversification into
unregulated businesses. The Energy Policy Act of 1992 (the "Energy Act")
provides for, among other things, the promotion of competition in the electric
utility industry. The Energy Act reforms the Public Utility Holding Company Act
of 1935 by lifting restrictions on independent producers of electric power who
build and operate generating plants in order to produce power for sale to
utilities at competitive rates. Further, the Energy Act provides that
transmission lines will now be made available to any producer, utility or
independent entity who is willing to pay for the transmission of power. This
access makes the utility companies' traditional customer base more uncertain
and could have a significant effect on the accuracy of, and the ability to
make, the long-term demand projections that are necessary to determine the need
for new construction of plants and for other capital expenditures.

Gas pipeline and distribution companies have had difficulties in adjusting
to short and surplus energy supplies, enforcing or being required to comply
<PAGE> 45

with long-term contracts and avoiding litigation from their customers, on the
one hand, or suppliers, on the other. Recent deregulatory efforts by the
Federal Energy Regulatory Commission ("FERC") have resulted in a number of
important changes in the sale, transportation and delivery of natural gas. FERC
Orders have caused pipeline companies to become merely carriers, as opposed to
sellers, of natural gas, which in turn has allowed local distribution companies
("LDC's") to negotiate purchases directly with producers. These changes,
however, have resulted in significant transition costs and increased
competition. For example, LDC's now face the risk of losing major customers who
can fill their requirements through direct negotiation with producers if the
LDC's fail to provide competitive pricing. Finally, although there has been
deregulation by FERC, state regulators retain the power to scrutinize LDC
performance and rate setting. LDC's that may have difficulty adjusting to the
deregulated environment or minimizing the transition costs in connection
therewith risk rejection of rate increases to make up for those costs.

Water companies are subject to federal and state environmental laws and
regulation of water quality. Pending federal and state environmental rules and
regulations may require increased expenditures by the public water utilities
and may increase substantially operating costs and capital requirements for
those companies. Because certain aspects of telephone company operations are
being deregulated, telephone companies face increasing competitive pressures
that require the commitment of substantial capital, technological and marketing
resources.

Each of the problems referred to above could adversely affect the ability
and the inclination of these public utilities to declare or to pay dividends
and the ability of holders of common stock to realize any value from the assets
of the issuer upon liquidation or bankruptcy. The electric, gas, water and
telephone utilities which are issuers of the Securities have been experiencing
or may experience one or more of these problems in varying degrees. Moreover,
price disparities within selected utility groups and discrepancies in relation
to averages and indices have occurred frequently for reasons not directly
related to the general movement of price levels of utility common stocks.
Causes of these disparities and discrepancies include changes in the overall
demand for or supply of various securities (including the potentially
depressing effect of new stock offerings), and changes in investment
objectives, market expectations or cash requirements of other purchasers and
sellers of securities.

Furthermore, the Public Utility Holding Company Act of 1935 (the "1935
Act") regulates, among other things, certain acquisitions of voting securities
of electric utility companies and gas utility companies by anyone who is an
"affiliate" of a public utility company (a person or organized group of persons
that directly or indirectly owns, controls or holds with power to vote 5% or
more of the outstanding voting securities of a public utility company). In
addition, the 1935 Act requires a "holding company" (among other categories, a
company which directly or indirectly owns, controls or holds with power to vote
10% or more of the outstanding voting securities of a public utility company or
another "holding company") to register as such with the Securities and Exchange
Commission and be otherwise subject to certain restrictions on the acquisition
of securities and other interests in public utility companies. In order to
avoid becoming an "affiliate", each Trust has adopted an investment restriction
that it will not purchase securities of a public electric or gas utility
company if by reason thereof such Trust would hold 5% or more of the
outstanding voting securities of the issuer. Nevertheless, if a Trust were
considered to be a member of an organized group of persons, the 1935 Act might
limit such Trust's acquisitions of the voting securities of public utility
<PAGE> 46

companies by reason of the control by the group of 5% or more of the voting
securities of a public utility company. The Sponsor believes that even if a
Trust is appropriately included in a group, it is unlikely that the holdings of
such group will aggregate to as much as 5% of the voting securities of any
public electric or gas utility company.

The issuers of utility securities have in the past and may in the future
undertake various types of reorganization, such as spin-offs, split-offs,
mergers, creation of holding companies and asset sales, in order to, among
other things, avoid or minimize the effects of regulatory activities. Depending
on the circumstances, the Sponsor may direct the Trustee to either hold or sell
the Securities that are distributed or otherwise the subject of such an event.
(See "Administration of the Trusts -- Administration of the Portfolio" herein.)
In which case the Trust may contain Securities of issuers not subject to the
types of regulatory risks described above, but subject instead to more general
market risks.

Telecommunications Industries. In addition to the stock of companies in the
utilities industries described above, the Sponsor may deposit into Utility
Series 27 securities of telecommunications companies. The Sponsor will not
deposit securities of telecommunications companies in amounts that would cause
the aggregate market value of Utility Series 27 invested in domestic electric,
gas, water or telephone utilities to be less than 80%.

Telecommunications is defined as the science and technology of
communicating by electronic means. Telecommunications companies are those whose
products or services facilitate the transmission of voice, data and video
communications electronically. Such entities include traditional telephone
companies, long-distance providers, cellular/wireless telecommunication
companies, cable television providers, telecommunications equipment
manufacturers and satellite communications companies. To some degree, the
deregulation of traditional telephone utilities and the growth of other
telecommunications technologies and companies is blurring the distinction
between these two types of companies.

There are two key differences between telecommunications companies, as
defined above, and utilities in the electric, gas, water and traditional
telephone industries. The first is the regulatory environment. For example,
local telephone service is currently regulated at the state level on a
return-on-equity basis, much like the electric, gas and water utilities.
However, other companies included in the telecommunications industry are not
regulated in the same manner or are not regulated at all. A second difference
is competition. Utilities have traditionally enjoyed monopoly positions in
their distinct service areas. To a certain degree, however, telecommunications
companies have broken into areas that had been controlled by telephone company
monopolies, such as providing long distance service. Additionally, because the
telecommunications companies do business in unregulated areas, they are also
subject to greater competition and the risks that come with that competition,
such as pressures on pricing and operating margins.

Objective and Securities Selection

The primary objective of each Trust is to provide investors with dividend
income and capital appreciation. There is no guarantee that a Trust's objective
will be achieved because it is subject to the continuing ability of the
respective issuers to continue to declare and pay dividends on the Securities
and because the market value of the Securities can be affected by a variety of
<PAGE> 47

factors. (See "The Trusts -- Summary Description of the Portfolio" herein.)
Common stocks may be especially susceptible to general stock market movements
and to volatile increases and decreases in value as market confidence in and
perception of the issuers change, thus investors should be aware that there can
be no assurance that the value of the Securities will increase.

Each Trust consists of such of the Securities listed under "Schedule of
Trust Securities" in Part One as may continue to be held from time to time in
such Trust and any additional Securities acquired and held by a Trust pursuant
to the Indenture and Agreement together with cash held in the Income and
Capital Accounts. Each Trust's investment objectives and policies have been
developed to take advantage of the characteristics and historical performance
of securities of companies in the public utilities industry. Many of these
companies have established a reputation for paying regular quarterly dividends
and for increasing their common stock dividends over time. In selecting
particular Securities for each Trust, the Sponsor considered a number of
factors, including historical growth rates and rates of return on capital,
financial condition and resources, management skills and such utilities
industry factors as regulatory environment and energy sources. The Sponsor also
considered the prospective growth in earnings and dividends in relation to
price/earnings ratios, yield and risk. The Sponsor believes that above-average
dividend returns and below-average price/earnings ratios are factors that not
only provide current income but also generally tend to moderate risk and to
afford opportunity for appreciation of the Securities deposited in each Trust.

Because Utility Series 27 holds ADRs representing proof of ownership of
foreign securities on deposit with foreign custodians and there is a
possibility that at some future date an ADR will be terminated causing such
Trust to hold the foreign securities represented by such an ADR, the Units may
not be an appropriate investment for a pension plan subject to Title I of the
Employee Retirement Income Security Act of 1974("ERISA"). Prospective investors
subject to ERISA should consult their tax advisors in determining the
appropriateness of an investment in such Trust.

Each Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage a Trust's assets fully in an attempt to take advantage of
various market conditions to improve such Trust's market value. The Sponsor may
instruct the Trustee to dispose of Securities under limited circumstances. (See
"Administration of the Trusts -- Administration of the Portfolio" herein.)

PUBLIC OFFERING

General

Units of each Trust are offered for sale at the Public Offering Price which
in the secondary market is based on the Trustee's evaluation of the aggregate
market value of the Securities in each Trust plus the amount of cash, if any,
in the Income Account and the Capital Account of each Trust (other than amounts
required to be distributed by the Trustee pursuant to the Indenture and
Agreement), and includes a sales charge as described in "Public Offering --
Public Market" below.

<PAGE> 48

Public Offering Price

The Public Offering Price on any particular date will vary from the amounts
set forth on the "Summary of Essential Information" in Part One of this
Prospectus in accordance with fluctuations in the aggregate market value of the
Securities, the amount of available cash on hand in a Trust and the amount of
certain accrued fees and expenses.

The Trustee has no cash for distribution to Unitholders until it receives
dividend payments on the Securities in a Trust. The Trustee is authorized to
provide its own funds, at times, in order to advance income distributions. The
Trustee will recover these advancements when such dividend income is received.
In the event that the income actually received by the Trustee differs from that
estimated by the Trustee in calculating its distributions, the Trustee will
make an appropriate adjustment to future distributions from the Income Account
to account for such difference.

As more fully described in the Indenture and Agreement the aggregate market
value of the Securities is determined on each Business Day by the Trustee based
on the last closing sale prices, the mean between the bid and offer price or
other bases on the day the valuation is made. (See "Rights of Unitholders --
Redemption of Units" herein.) Determinations are effective for transactions
effected subsequent to the last preceding determination.

Although payment is normally made five business days following an order for
the purchase of Units, payment may be made prior thereto. However, evidence of
ownership of the Units so ordered will be made five business days following
such order or shortly thereafter. A person will become the owner of Units on
the date of settlement provided payment has been received. Cash, if any, made
available to the Underwriter prior to the date of settlement for the purchase
of Units may be used in the Underwriter's businesses and may be deemed to be a
benefit to the Underwriter, subject to the limitations of the Securities
Exchange Act of 1934.

Unit Distribution

Units purchased by the Underwriter in the secondary market, if any, may be
offered by this Prospectus at the secondary Public Offering Price in the manner
described.

The Sponsor intends to qualify Units in states selected by the sponsor for
sale by the Underwriter and from time to time may offer Units for sale through
dealers who are members of the National Association of Securities Dealers, Inc.
Such dealers, if any, may be allowed a concession or agency commission by the
Underwriter.

The Underwriter reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concessions to
dealers from time to time.

Sponsor's and Underwriter's Profits

As stated in "Public Offering -- Public Market" below, the Underwriter
intends to maintain a secondary market for the Units of each Trust. In so
maintaining a market, the Underwriter will also realize profits or sustain
losses in the amount of any difference between the price at which such Units
<PAGE> 49

were purchased and the price at which such Units were resold (such prices
include a sales charge) or the prices at which such Units were redeemed, as the
case may be.

Public Market

While not obligated to do so, the Underwriter intends to maintain, at its
expense, a secondary market for Units of each Trust and to continuously offer
to repurchase Units from Unitholders at the Redemption Price calculated by the
Trustee. (See "Right of Unitholders -- Redemption of Units" herein.) Any Units
repurchased by the Underwriter at the Redemption Price may be reoffered to the
public by the Underwriter at the then current Public Offering Price, which
price includes a sales charge. Effective on each July 1, such sales charge will
be reduced as set forth under "Summary of Essential Information" in Part One.
Any profit or loss resulting from the resale of such Units will belong to the
Underwriter.

If the supply of Units exceeds the demand (or for any other business
reason), the Underwriter may, at any time, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Redemption Price.
Alternatively, Unitholders may redeem their Units through the Trustee, although
the Sponsor shall have the right to purchase such tendered Units at a price not
less than the price the Unitholder would receive from the Trustee upon tender.
Unitholders of any Series, other than Series 1 or 2, may be able, upon request,
to receive an "in kind" distribution of the Securities evidenced by their
Units. (See "Rights of Unitholders -- Redemption of Units" herein.) A
Unitholder who wishes to dispose of his Units should inquire of his broker as
to current market prices in order to determine whether there is in existence
any price in excess of the Redemption Price and, if so, the amount thereof.

FEDERAL TAXATION

The following is a discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units which will
generally apply to individual Unitholders. The summary is limited to investors
who hold the Units as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code"). Unitholders should consult their tax advisors in
determining the particular federal, state, local and any other tax consequences
of the purchase, ownership and disposition of Units in a Trust which may apply
to their specific circumstances.

In the opinion of Bryan Cave LLP, Counsel for the Sponsor, under existing
law:

General Consequences

Each Trust is not an association taxable as a corporation for federal
income tax purposes.

Each Unitholder of a Trust will be considered the owner of a pro rata
portion of that Trust's assets for federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Code. Each Unitholder will be considered to
have received its pro rata share of income, deductions and credits derived from
the operation of such Trust.
<PAGE> 50

Each Unitholder will have a taxable event when a Security is disposed of in
a taxable transaction (whether by sale, liquidation, redemption or otherwise)
or when the Unitholder redeems or sells its Units in a taxable transaction. The
cost of the Units to a Unitholder on the date such Units are purchased is
allocated among the Securities held by such Trust (in accordance with the
proportion of the fair market values of such Securities) in order to determine
the Unitholder's tax basis in the Unitholder's pro rata portion of each
Security, and such tax basis will be subject to certain adjustments discussed
below.

Taxation of Dividends Received by a Trust

For federal income tax purposes, a Unitholder's pro rata portion of taxable
dividends paid by a corporation with respect to any Security will be taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as such term is defined in Section 316 of the Code. A
Unitholder's pro rata portion of taxable dividends which exceed such current
and accumulated earnings and profits will first reduce a Unitholder's tax basis
in such Security, and to the extent that such dividends exceed a Unitholder's
tax basis in such Security, shall be treated as capital gain. Such capital gain
will be short-term unless a Unitholder has held its Units and the Trust has
held the Security for more than one year. Under certain circumstances corporate
Unitholders may be able to deduct from gross income a portion of dividends
received by a Trust with respect to Securities held by such Trust and,
accordingly, should consult their tax advisors concerning the federal income
tax consequences of such distributions.

Utility Series 27. Distributions paid on ADRs also may be subject to a
withholding tax imposed by foreign countries. Tax treaties between certain
countries and the United States may reduce or eliminate such withholding taxes.
Distributions received on ADRs will be reduced by the amount of any applicable
foreign withholding tax.

Generally, any foreign withholding taxes deducted from distributions paid
on ADRs may be used as a credit or a deduction against federal income tax
liability. A Unitholder should consult its tax advisor regarding the
applicability of the foreign tax credit and the applicability of the deduction
of foreign withholding taxes to its specific circumstances.

Corporate Unitholders Dividends Received Deduction

A corporation (other than a corporation taxed as an S Corporation, a
regulated investment company, a real estate mortgage investment conduit, or a
real estate investment trust) which owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unitholder's pro rata
portion of taxable dividends received from domestic corporations by a Trust in
the same manner as if such corporation directly owned the Securities paying
such dividends. A corporation owning Units should be aware that Sections 246
and 246A of the Code impose certain limitations on the deductibility of a
corporate Unitholder's pro rata share of taxable dividends received by such
Trust including the following: (1) the aggregate amount of the dividends
received deduction is limited to 70%, or, in some cases, 80%, of the corporate
Unitholder's taxable income with certain adjustments; (2) the Units with
respect to which the dividends are received must generally have been held by
the corporation for more than 45 days (90 days in the case of certain
preference dividends); and (3) the Code contains specific rules which are
<PAGE> 51

generally designed to reduce or eliminate the dividends received deduction to
the extent a corporation has incurred debt to acquire its Units. Additionally,
a corporate Unitholder who has held its Units for 2 years or less may be
required to reduce its tax basis in its Units by the amount of the nontaxed
portion of certain extraordinary dividends paid to a Trust. Due to the
complexity of the requirements relating to the dividends received deduction,
corporate Unitholders should consult their tax advisors concerning the
application of the dividends received deduction to their specific
circumstances. Upon written request, the Trustee shall furnish information to a
Unitholder regarding the source, amount and date of receipt of dividends paid
to a Trust.

Limitations on Deductibility of Trust Expenses by Individual Unitholders

Each Unitholder's pro rata share of each expense paid by a Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by the Unitholder. However, individual Unitholders may deduct
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses only to the extent they
exceed 2% of such individual's adjusted gross income. Accordingly, individual
Unitholders may be required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.

Disposition of Securities by a Trust and Disposition of Units

If the Unitholder disposes of a Unit, the Unitholder is deemed thereby to
have disposed of the Unitholder's pro rata interest in all of a Trust's assets
represented by such Unit, including the Unitholder's pro rata portion of all
the Securities. A Unitholder will recognize gain (or loss) when all or part of
the Unitholder's pro rata interest in a Security is disposed of (whether
through a disposition of its Unit or a disposition of the Security by a Trust)
in a taxable transaction for an amount greater (or less) than the Unitholder's
tax basis therein.

Unless the investor in a Unit is a dealer, gain or loss recognized on a
sale or exchange of a Security or a Unit will be, under current law, capital
gain or loss. Any capital gain or loss arising from the disposition of a
Security by a Trust or the disposition of Units by a Unitholder will be
short-term capital gain or loss unless such Security and Unit has been held for
more than one year in which case such capital gain or loss will be long-term.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units

As discussed in "Rights of Unitholders -- Redemption of Units," under
certain circumstances a Unitholder tendering Units for redemption may request
an In Kind Distribution of Securities. As previously discussed, prior to the
redemption of such Units, a Unitholder is considered as owning a pro rata
portion of each of a Trust's assets for federal income tax purposes. The
receipt of an In Kind Distribution upon the redemption of such Units would be
deemed an exchange of such redeeming Unitholder's pro rata portion of each of
the shares of stock (or, in Utility Series 27, ADRs) and other assets held by
such Trust in exchange for an undivided interest in whole shares of stock (or,
in Utility Series 27, ADRs) and possibly cash. A Unitholder must elect to have

<PAGE> 52

his Securities exchanged entirely in kind plus cash for fractional shares or
entirely for cash.

There are different potential tax consequences which may occur under an In
Kind Distribution with respect to each Security owned by a Trust. A "Security"
for this purpose is a particular class of stock issued by a particular
corporation. In Rev. Rul. 90-7, 1990-1 C.B. 153, which revoked the Internal
Revenue Service's ("Service") prior ruling position on this issue, the Service
held that if a Unitholder receives only whole shares of a security in exchange
for its pro rata interest in each such security held by a trust, no gain or
loss would be recognized upon such exchange because the exchange effects no
material difference in the Unitholder's position. If the Unitholder receives
whole shares of a particular Security plus cash in lieu of a fractional share
of such Security, or if the Unitholder receives only cash in lieu of a
fractional share of a Security, gain or loss would be recognized in an amount
equal to the difference between the amount of cash received and the
Unitholder's adjusted basis in the fractional share. The Unitholder's tax basis
in the shares of such particular Security which the Unitholder receives as part
of the In Kind Distribution would equal the Unitholder's basis in such
particular Security before the redemption, increased or decreased by any gain
or loss recognized by the Unitholder on the receipt of cash in lieu of a
fractional share of such particular Security, and decreased by any cash
received in lieu of a fractional share of such particular Security. Redeeming
Unitholders who request an In Kind Distribution are advised to consult their
tax advisers in this regard.

Computation of the Unitholder's Tax Basis

Initially, a Unitholder's tax basis in its Units will equal the price
(including brokerage commissions) paid by such Unitholder for the Units. A
Unitholder initially determines its tax basis in that portion of each of the
Securities held by a Trust that the Unitholder is considered to own, by
allocating the cost of the Units among the Securities in accordance with the
proportion of the fair market values of such Securities on the date the Units
are purchased.

The sale or exchange of Units (other than in a redemption) will not affect
the tax basis of Unitholders not participating in the sale or exchange. A
Unitholder's tax basis in its Units and its pro rata portion of a Security held
by a Trust will be reduced to the extent cash dividends paid with respect to
such Security are received by such Trust which are not taxable as ordinary
income because such dividend exceeds current and accumulated earnings and
profits of the Issuer of the Security as described above.

Back-Up Withholding

Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee (or, in the case of Units held in
book-entry only form, the owner of record of such Units) and to certify that
the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions by
a Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to 31% back-up withholding. Distributions by a Trust
will generally be subject to United States income taxation and withholding in

<PAGE> 53

the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons.

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW

In the opinion of Bryan Cave LLP, Counsel for the Sponsor for New York tax
matters, each Trust is not an association taxable as a corporation and the
income of such Trust will be treated as the income of the Unitholders of such
Trust under the existing income tax laws of the State and City of New York.

The foregoing discussions relate only to United States federal and New York
State and City income taxes. Unitholders may be subject to state and local
taxation in other jurisdictions. Unitholders should consult their tax advisors
regarding potential state or local taxation with respect to the Units.

RIGHTS OF UNITHOLDERS

Units

A certificate representing 100% of the fractional undivided interest in and
ownership of the Units was registered in the name or to the order of the
Underwriter on the books of the depository, The Depository Trust Company ("DTC"
or the "Depository"). Accordingly, the Underwriter is the holder of record of
the Units.

The Units will be issued in book-entry form only and the Unitholders will
not be entitled to receive physical certificates representing their Units. A
Unitholder's ownership of Units will be recorded on or through the records of
the Underwriter or any other brokerage firm that maintains such Unitholder's
account for such purpose. In turn, the brokerage firm's record ownership of
such Units will be recorded on the records of the Depository (or of a DTC
participating firm that acts as agent for the brokerage firm if a Unitholder's
brokerage firm is not a DTC participant). Therefore, a Unitholder must rely
upon the foregoing procedures to evidence such Unitholder's beneficial
ownership of a Unit. Beneficial ownership of a Unit may only be transferred by
compliance with the procedures of such brokerage firms and DTC participants.
Neither the Trustee nor the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made by such brokerage
firms or DTC participants on account of beneficial ownership interests in the
Units or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or whose representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record
separately the positions held by each DTC participant in the Units, whether
held for its own account or as a nominee for another person. The Underwriter is
a DTC participant.

Each distribution from the Income Account and payment upon redemption of a
Unit will be paid to the Depository for the benefit of the record holder of the
Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository's normal
procedures, which currently provide for payments in next-day funds settled
through the New York Clearing House. Each DTC participant will be responsible
<PAGE> 54

for disbursing such payments to the beneficial owners of the Units that it
represents and to each brokerage firm for which it acts as agent. Each such
brokerage firm will be responsible for disbursing funds to the beneficial
owners of the Units that it represents.

If the foregoing book-entry procedures are terminated by the Depository for
any reason, definitive Certificates will be issued in appropriate amounts as
requested by the DTC participants holding the Units.

The Trustee is authorized to treat as the record owner of Units that person
who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to
establish the authority of the person making such transfer. 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.

Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each Unit transferred and to
pay any governmental charge that may be imposed in connection with each such
transfer.

Certain Limitations

No Unitholder shall have the right to vote except in certain circumstances
relating to the amendment and termination of a Trust. (See "Administration of
the Trusts -- Amendment or Termination" herein.) Unitholders shall have no
right to control the operation or administration of a Trust in any manner,
except upon the vote of 51% of the Unitholders outstanding at any time for
purposes of amendment or termination of a Trust, all as provided in the
Agreement. Unitholders will be unable to dispose of any of the Securities, as
such, and will not be able to vote the Securities. No Unitholder shall ever be
under any liability to any third party for any action taken by the Trustee or
Sponsor.

Redemption of Units

Requests for redemption of a Unit at the option of a Unitholder must first
be presented to the Unitholder's brokerage firm. Such brokerage firm (if such
firm is a DTC participant and, if not, through the DTC participant acting on
behalf of such firm) will present such redemption request to DTC and DTC, in
turn, will present such request to the Trustee for processing in accordance
with the applicable redemption provisions of the Agreement. The Trustee may
require a Unitholder and such Unitholder's brokerage firm to submit additional
information or certifications to the Trustee to evidence compliance with the
applicable redemption provisions of the Agreement. Units will be deemed to be
"tendered" to the Trustee when the Trustee is in physical possession of
transfer instructions and such other documentation as may be required by the
Trustee to effect the redemption of the Units. Compliance with the foregoing
procedures may result in delays in the processing of redemption requests by
Unitholders. No redemption fee will be charged by the Trustee.

On the seventh calendar day following such tender, or if the seventh
calendar day is not a Business Day, on the first Business Day prior thereto,
<PAGE> 55

the Unitholder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit (unless the redeeming Unitholder is
receiving an In Kind Distribution pursuant to the Indenture and Agreement as
described herein) next computed as of the Evaluation Time set forth in the
"Summary of Essential Information" in Part One on the date of tender. The "date
of tender" is deemed to be the date on which the Units are received by the
Trustee, except that as regards Units received after the Evaluation Time, the
date of tender is the next day on which the exchange is open for trading and
such Units will be deemed to have been tendered at the Redemption Price
computed on that day.

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. The Trustee is empowered to
sell Securities in order to make funds available for redemption.

Unitholders owning and tendering 1,200 Units or more of a Series other than
Series 1 or 2 for redemption may request from the Trustee in lieu of a cash
redemption a distribution in kind ("In Kind Distributions") of an amount and
value of Securities per Unit equal to the Redemption Price per Unit as
determined as of the evaluation next following the tender. Such Unitholder must
elect to have its Units redeemed either entirely in kind plus cash for
fractional shares or entirely in cash. An In Kind Distribution of such Units
will be made by the Trustee through the distribution of each of the Securities
in book-entry form to the account of the Unitholder's bank or broker-dealer at
Depository Trust Company. The tendering Unitholder will receive his pro rata
number of whole shares of each of the Securities comprising the Portfolio and
cash from the Capital Account equal to the fractional shares to which the
tendering Unitholder is entitled. In implementing these redemption procedures,
the Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Securities distributed in kind as of the date of
tender. If funds in the Capital Account are insufficient to cover the required
cash distribution to the tendering Unitholder, the Trustee may sell Securities
according to the criteria discussed above.

To the extent that Securities are distributed in kind or sold, the size of
the relevant Trust will be reduced, and the diversity of such Trust may be
altered. Sales may be required at a time when Securities would not otherwise be
sold and may result in lower prices than might otherwise be realized. The price
received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Securities in the Portfolio at the
time of redemption. Special federal income tax consequences will result if a
Unitholder requests and receives an In Kind Distribution. (See "Federal
Taxation" herein.)

The Redemption Price per Unit of a Trust is determined by the Trustee as of
the Evaluation Time on the date any such determination is made. The Redemption
Price per Unit is each Unit's pro rata share, determined by the Trustee, of:
(1) the aggregate market value of the Securities in such Trust, (2) cash on
hand in such Trust including dividends receivable on stocks trading ex-dividend
as of the date of computation, and (3) any other assets of such Trust, less
(a) amounts representing taxes or governmental charges payable out of such
Trust, (b) the accrued expenses of such Trust, and (c) cash held for
distribution to Unitholders of record as of a date prior to the evaluation.

The aggregate market value of the Securities is determined in good faith by
the Trustee in the following manner. If the Securities are listed on a national
securities exchange or on the NASDAQ National Market System, the evaluation
<PAGE> 56

will be based on the last closing sale price as of the Evaluation Time on that
exchange (unless the Trustee determines such price is an inappropriate basis
for evaluation) or, if there is no closing sale price on that exchange, at the
mean between the closing bid and offer prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation will be based on the mean between the current bid and
offer prices in the over-the-counter market (unless the Trustee determines
these prices are an inappropriate basis for evaluation). If current bid or
closing prices are unavailable, the evaluation will be determined on the basis
of any of the following methods the Trustee deems appropriate (1) on the basis
of the mean between the current bid and offer prices of such Securities as
obtained from investment dealers or brokers who customarily deal in securities
comparable to those held by the Trust (which may include the Underwriter),
(2) on the basis of comparable bid prices for comparable securities, (3) by
appraising the value of the Securities at the mean between the bid and offer
side of the market or by such other appraisal deemed appropriate by the Trustee
or (4) by any combination of the above, each as of the Evaluation Time.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which trading on that
Exchange is restricted, or an emergency exists, as a result of which emergency
disposal or evaluation of the Securities is not reasonably practicable, or for
such other periods as the Securities and Exchange Commission may by order,
permit or require.

The Indenture requires that the Trustee notify the Sponsor of any tender of
Units for redemption. The Sponsor may, and so long as the Underwriter is
maintaining a secondary market for Units, the Underwriter may, prior to the
close of business on the day of tender, purchase any Units tendered to the
Trustee for redemption by making payment therefor to the Unitholder in an
amount not less than that which would have been paid by the Trustee had the
Units been redeemed by the Trustee. (See "Public Offering -- Public Market".)
Units held by the Sponsor or the Underwriter may be tendered to the Trustee for
redemption in the same manner as any other Units.

The offering price of any Units resold by the Underwriter will be the
Public Offering Price determined in the manner provided in this Prospectus.
(See "Public Offering -- Public Offering Price" herein.) Any profit resulting
from the resale of such Units will belong to the Underwriter which likewise
will bear any loss resulting from a lower offering or redemption price
subsequent to its acquisition of such Units. (See "Public Offering -- Sponsor's
and Underwriter's Profit" herein.)

TRUST OPERATING EXPENSES

Initial Costs

All costs and expenses incurred in creating and establishing the Trusts,
including the cost of the initial preparation, printing and execution of the
Indenture and Agreement, legal and auditing expenses, advertising and selling
expenses, expenses of the Trustee and other out-of-pocket expenses were borne
by the Sponsor at no cost to the Trusts. Other than the Sponsor's Supervisory
Fees described below, the Sponsor will not receive any fees in connection with
its activities relating to the Trusts. However, the Underwriter, an affiliate
of the Sponsor, will receive sales commissions and may realize other profits
(or losses) in connection with the sale of Units as described under "Public
<PAGE> 57

Offering --Sponsor's and Underwriter's Profits" above and will be indemnified
by the respective Trusts as described under "Miscellaneous Expenses" below.

Fees

The Sponsor's supervisory fee, if any, earned for supervising a Portfolio
is based upon the largest number of Units for such Trust outstanding at any
time during the calendar year and will be payable annually on or before the
January Distribution Date. The Sponsor's current fee per 100 Units is set forth
under "Summary of Essential Information" in Part One of this Prospectus (which
shall not exceed $0.50 per 100 Units per year) and may exceed the actual costs
of providing these supervisory services, but at no time will the total amount
the Sponsor receives for these supervisory services, when combined with all
compensation received with respect to any other series of trusts in any
calendar year, exceed the aggregate cost to it of supplying such services in
such year.

Under the Indenture and Agreement, for its services as trustee and
evaluator the Trustee will receive fees in the amount set forth in "Summary of
Essential Information -- Trustee's Fee and Estimated Expenses" in Part One,
computed and paid monthly on the basis of the largest number of Units
outstanding for such Trust at any time during the calendar year. The Trustee is
entitled to receive a minimum fee of $2,500 per year for services performed and
expenses incurred on behalf of a Trust. Certain regular and recurring expenses
of a Trust, including certain mailing and printing expenses, are borne by such
Trust.

The Sponsor's fee, if any, accrues monthly but is paid annually. The
Trustee's fees are payable monthly on or before each Distribution Date from the
Income Account, to the extent funds are available and thereafter from the
Capital Account. Any such fees may be increased without approval of the
Unitholders in proportion to increases under the classification "All Services
Less Rent" in the Consumer Price Index published by the United States
Department of Labor. The Trustee also receives benefits to the extent that it
holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement. For a discussion of the services rendered by the
Trustee pursuant to its obligations under the Indenture and Agreement, see
"Administration of the Trusts" herein.

Miscellaneous Expenses

The following additional charges are or may be incurred by each of the
Trusts: (a) fees of the Trustee for extraordinary services, (b) expenses of the
Trustee (including legal and auditing expenses) and of counsel designated by
the Sponsor, (c) various governmental charges, (d) expenses and costs of any
action taken by the Trustee to protect the Trusts and the rights and interests
of Unitholders, (e) indemnification of the Trustee for any loss, liability or
expenses incurred in the administration of the Trusts without negligence, bad
faith or willful misconduct on its part and (f) expenditures incurred in
contacting Unitholders upon termination of the Trusts.

The fees and expenses set forth herein are payable out of the respective
Trusts. When such fees and expenses are paid by or owing to the Trustee, they
are secured by a lien on the Securities of the relevant Trust. Since the income
stream produced by dividend payments on the Securities is unpredictable, the
Sponsor cannot provide any assurance that dividends will be sufficient to meet
<PAGE> 58

any or all expenses of a particular Trust. If the balances in the Income and
Capital Accounts are insufficient to provide for amounts payable by such Trust,
the Trustee has the power to sell Securities to pay such amounts. These sales
may result in capital gains or losses to Unitholders. (See "Federal Taxation"
herein.)

ADMINISTRATION OF THE TRUSTS

Records and Accounts

The Trustee will keep records and accounts of all transactions of each
Trust at its offices at 101 Barclay Street, New York, New York 10286. These
records and accounts will be available for inspection by Unitholders at
reasonable times during normal business hours. The Trustee will keep on file
for inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in each Trust. In
connection with the storage and handling of certain Securities deposited in a
Trust, the Trustee is authorized to use the services of Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.

Distributions of Income and Capital

The Trustee will credit to the Income Account all cash dividends received
by and payable to the relevant Trust. Other receipts are credited to the
Capital Account. Amounts in the Income Account received by a Trust will be
distributed on or shortly after the fifteenth day of the month of the
applicable Record Date on a pro rata basis to Unitholders of such Trust as of
record as of that date. Amounts in the Capital Account will be distributed on
or shortly after the fifteenth day of each June and December except that the
Trustee shall not be required to make a distribution from the Capital Account
unless the cash balance on deposit therein available for distribution shall be
sufficient to distribute at least $1.00 per 100 Units. If the amounts in the
Capital Account are sufficient to distribute at least $10.00 per 100 Units,
such amounts shall be distributed on or shortly after the fifteenth day of the
next succeeding month after such amounts are accumulated. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds).

The distribution to the Unitholders as of each Record Date will be made on
the following Distribution Date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the estimated annual dividend distributions in the Income Account after
deducting estimated expenses. Because dividends are not received by a Trust at
a constant rate throughout the year, such distributions to Unitholders may be
more or less than the amount credited to the Income Account as of the Record
Date. For the purpose of minimizing fluctuation in the distributions from the
Income Account, the Trustee is authorized to advance such amounts as may be
necessary to provide income distributions of approximately equal amounts. The
Trustee shall be reimbursed, without interest, for any such advances from funds
in the Income Account on the ensuing Record Date. A person who purchases Units
will commence receiving distributions only after such person becomes a record
owner. Notification to the Trustee of the transfer of Units is the

<PAGE> 59

responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.

As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account, amounts necessary to pay the expenses of the relevant Trust (as
determined on the basis set forth under "Trust Operating Expenses" herein). The
Trustee may also withdraw from the Income and Capital Accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges payable out of such Trust. Amounts so withdrawn
shall not be considered a part of such 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 Income and Capital
Accounts such amounts as may be necessary to cover redemptions of Units.

Administration of the Portfolio

The Trusts are not "managed" by the Sponsor or the Trustee; their
activities described below are governed solely by the provisions of the
Indenture and Agreement. The original proportionate relationship between the
number of shares of each security in a Trust will be adjusted to reflect the
occurrence of a stock dividend, stock split, merger, reorganization or a
similar event which affects the capital structure of the issuer of a Security
in such Trust but which does not affect such Trust's percentage ownership of
the common stock equity of such issuer at the time of such event. The Sponsor
may direct the Trustee to dispose of Securities under such circumstances as are
indicated in the "Summary of Essential Information" in Part One. The proceeds
of any such disposition of the Securities will be deposited in the Capital
Account of the relevant Trust and distributed to related Unitholders in
accordance with the Indenture and Agreement. If a failure to pay declared cash
dividends on any of the Securities occurs and if the Sponsor does not, within
30 days after notification, instruct the Trustee to sell or hold such
Securities, the Indenture provides that the Trustee may in its discretion sell
such Securities. As the holder of the Securities, the Trustee will have the
right to vote all of the voting stocks in the Trusts and will vote such stocks
in accordance with the instructions of the Sponsor or, in the absence of such
instructions, according to the recommendations, if any, of the issuer's
management.

Reports to Unitholders

In connection with each distribution, the Trustee shall furnish Unitholders
a statement of the amount of income and the amount of other receipts (received
since the preceding distribution), if any, being distributed, expressed in each
case as a dollar amount representing the pro rata share for each 100 Units
outstanding. Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each person who at any time during the
calendar year was a registered Unitholder, a statement (i) as to the Income
Account: dividends received, deductions for applicable taxes, fees and expenses
of the relevant Trust, cash amounts paid for purchases of Securities to replace
Failed Contract Securities and for redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share per 100 Units outstanding on the last Business Day of such calendar
year; (ii) as to the Capital Account: the dates of disposition of any
Securities and the net proceeds received therefrom, cash amounts paid for
<PAGE> 60

purchases of Securities to replace Failed Contract Securities and for
redemption of Units, deductions for payment of applicable taxes and fees and
expenses of the relevant 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 per 100 Units outstanding on the
last Business Day of such calendar year; (iii) a list of the Securities held
and the number of Units outstanding on the last Business Day of such calendar
year; (iv) the Redemption Price per Unit based upon the last Trustee evaluation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share per 100 Units outstanding.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, with evaluations of
the Securities in the relevant Trust.

Amendment or Termination

The Indenture and Agreement may be amended by the Trustee and the Sponsor
without the consent of any of the Unitholders (i) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent with any other provision, or (ii) to make such other provisions as
shall not adversely affect the Unitholders, provided, however, that the
Indenture and Agreement may not be amended to (a) increase the number of Units,
except as the result of the deposit of additional Securities pursuant to the
Indenture and Agreement, (b) permit the acquisition of additional or substitute
securities except as expressly provided therein or (c) permit a Trust to engage
in any kind of business. The Indenture and Agreement may also be amended in any
respect by the Trustee and Sponsor, or any of the provisions thereof may be
waived, with the consent of the holders of 51% of the Units then outstanding,
provided that no such amendment or waiver will reduce the interest in each
Trust of any Unitholder without the consent of such Unitholder or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of all Unitholders. The Trustee shall advise the Unitholders of any
amendment promptly after execution thereof.

A Trust may be liquidated at any time by consent of Unitholders
representing 51% of the Units then outstanding or by the Trustee when the value
of such Trust, as shown by any evaluation, is less than the Minimum Termination
Value indicated under "Summary of Essential Financial Information" in Part One.
The Indenture and Agreement will terminate upon the sale or other disposition
of the last Security held thereunder, but in no event will it continue beyond
the Mandatory Termination Date stated under "Summary of Essential Information"
in Part One.

Written notice of any termination of a Trust shall be given by the Trustee
to each relevant Unitholder at his address appearing on the registration books
of the applicable Trust maintained by the Trustee. If a Trust terminates on the
Mandatory Termination Date, the Trustee will provide written notice thereof to
all Unitholders at least 30 days before such Mandatory Termination Date. The
notice will include a form enabling Unitholders of a Series other than Series 1
or 2 to request an In Kind Distribution rather than payment in cash upon
termination of a Trust. Such request must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. Within a reasonable
period of time after termination, the Trustee will sell any Securities
remaining in a Trust. The Trustee will deduct from the funds of a Trust any
<PAGE> 61

accrued costs, expenses, advances or indemnities provided by the Indenture and
Agreement, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. The Trustee will then
distribute to each Unitholder who does not request an In Kind Distribution his
pro rata share of the balance of the Income and Capital Accounts. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount paid by such Unitholder for Units. Any sale of
Securities in a Trust upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time.

With such distribution to the Unitholders the Trustee will furnish a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion determines that any amounts held in reserve are
no longer necessary, it will make distributions thereof to Unitholders in the
same manner.

Limitations on Liabilities

The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from taking any action in good faith
pursuant to the Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, but shall be liable only for their own willful misfeasance, bad
faith or negligence (gross negligence in the case of the Sponsor) in the
performance of their duties or by reason of their reckless disregard of their
obligations and duties hereunder. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities. In the event of the failure of the Sponsor to act under the
Indenture and Agreement, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture and Agreement.
The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture and Agreement or upon or in respect of a
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture and Agreement contain other customary
provisions limiting the liability of the Trustee.

The Sponsor and Unitholders may rely on any evaluation furnished by the
Trustee and shall have no responsibility for the accuracy thereof.
Determinations by the Trustee under the Indenture and Agreement shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the Trustee shall be under no liability to the Sponsor or
Unitholders for errors in judgment. This provision shall not protect the
Trustee in any case of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.

MISCELLANEOUS

The Sponsor

Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a
Missouri limited partnership formed on March 24, 1987 ("Unison"), is the
Sponsor of the Trusts. The Jones Financial Companies, A Limited Partnership, a
<PAGE> 62

Missouri limited partnership ("JFC"), which owns Edward D. Jones & Co., a
Missouri limited partnership ("EDJ"), is the limited partner in Unison, and
Unison Capital Corp., Inc. ("UCC"), a Missouri corporation, is the general
partner of Unison. UCC is a wholly-owned subsidiary of LHC, Inc. ("LHC"), which
is a wholly-owned subsidiary of JFC. The principal offices of Unison, JFC, EDJ,
UCC and LHC are located at 201 Progress Parkway, Maryland Heights, Missouri
63043. The Sponsor has also acted as the sponsor of Insured Tax-Free Income
Trust ("ITFIT"), a unit investment trust consisting of a portfolio of state,
municipal and public authority debt obligations. ITFIT was established pursuant
to a Standard Terms and Conditions of Trust and related Trust Agreements by and
among the Sponsor, The Bank of New York, as trustee, and Standard & Poor's
Corporation, as evaluator. As sponsor of ITFIT, the Sponsor performs activities
that are substantially similar to those it performs for the Trusts.

The Sponsor is liable for the performance of its obligations under the
Indenture and Agreement. If the Sponsor shall fail to perform any of its duties
under the Indenture and Agreement or become incapable of acting or become
bankrupt or its affairs are taken over by public authorities, then the Sponsor
shall be discharged. In such event, the Trustee shall: (i) appoint a successor
Sponsor or Sponsors or (ii) terminate the Indenture and Agreement and liquidate
a Trust in accordance with the provisions thereof. The Sponsor may also resign
if the Sponsor and Trustee together appoint a new Sponsor by written instrument
executed among the Sponsor, the Trustee and the new sponsor. The Indenture and
Agreement provide for the appointment of a new Sponsor with a net worth of at
least $1,000,000 to replace a resigning Sponsor prior to such resignation.
However, it is not an ongoing obligation of the Sponsor to maintain this level
of net worth. The Indenture and Agreement also provide that the Trustee shall
mail to each Unitholder notice of the discharge or resignation of the Sponsor
and of any appointment of a new Sponsor.

The Trustee

The Trustee is The Bank of New York, a banking corporation organized under
the laws of the State of New York, with its offices at 101 Barclay Street, New
York, New York 10286, (800) 221-7668.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trusts.

Under the Indenture and Agreement, the Trustee or any successor trustee may
resign and be discharged from the Trusts created by the Indenture and Agreement
by executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice of resignation is to take effect. The Sponsor upon receiving
notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed
and has accepted the appointment within 30 days after notification, the
retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. In case the Trustee becomes incapable of acting, is
adjudged to be bankrupt or is taken over by public authorities or under certain
changes in control of the Trustee, the Sponsor may remove the Trustee and
appoint a successor trustee as provided in the Indenture and Agreement. Notice
of such removal and appointment shall be mailed to each Unitholder by the
Sponsor. 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. The resignation or removal of a
<PAGE> 63

Trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.

Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a corporation which is authorized to exercise trust powers, is
organized under the laws of the United States or any State and having at all
times an aggregate capital, surplus and undivided profits of not less than
$5,000,000.

Effective June 19, 1995, United States Trust Company of New York resigned
as Trustee and The Bank of New York was appointed successor trustee.

The Evaluator

The Evaluator is Van Kampen American Capital Investment Advisory Corp., a
Delaware corporation, with main offices located at One Parkview Plaza, Oakbrook
Terrace, Illinois 60181. Van Kampen American Capital Investment Advisory Corp.
is a wholly owned subsidiary of Van Kampen American Capital, Inc., which itself
is a sponsor of a substantial number of unit investment trusts.

The duty of the Evaluator is to accurately determine the Market Value of
the Securities (1) at any time upon the request of the Trustee and/or Sponsor,
(2) during the initial offering period, (3) after the initial offering and (4)
at any time to determine Redemption Price.

Under the Indenture and Agreement, the Evaluator or any successor evaluator
may resign and be discharged from the Trusts created by the Indenture and
Agreement by executing an instrument in writing and filing the same with the
Sponsor and the Trustee. The Evaluator or successor evaluator must mail a copy
of the notice of resignation to the Sponsor and the Trustee, not less than 60
days before the date such notice of resignation is to take effect. The Sponsor
and the Trustee upon receiving notice of such resignation are obligated to
appoint a successor evaluator promptly. If, upon such resignation, no successor
evaluator has been appointed and has accepted the appointment within 30 days
after notification, the retiring Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor. Upon execution of a written
acceptance of such appointment by such successor evaluator, all the rights,
powers, duties and obligations of the original Evaluator shall vest in the
successor. The resignation or removal of an Evaluator becomes effective only
when the successor evaluator accepts its appointment as such or when a court of
competent jurisdiction appoints a successor evaluator.

Any corporation into which an Evaluator may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which an Evaluator shall be a party, shall be the successor evaluator.

Effective June 19, 1995, United States Trust Company of New York resigned
as Evaluator and Van Kampen American Capital Investment Advisory Corp. was
appointed successor evaluator.

<PAGE> 64

Legal Opinions

The legality of the Units offered hereby has been passed upon by
Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, Suite 3600,
St. Louis, Missouri 63102-2750, which firm has also rendered an opinion
regarding certain tax law matters with respect to the Trusts.

Auditors

The financial statements and schedule of Trust Securities included in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto in Part One of
this Prospectus, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

<PAGE> 65
CENTRAL EQUITY TRUST

Sponsor Unison Investment Trusts Ltd.
12555 Manchester Road
St. Louis, Missouri 63131

Trustee The Bank of New York
101 Barclay Street
New York, New York 10286

Evaluator Van Kampen American Capital Investment Advisory Corp.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Legal Counsel Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

Independent Public Arthur Andersen LLP
Accountants 1010 Market Street
for the Trust St. Louis, Missouri 63101

------------------------------

Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of
the information contained in this Prospectus.

CENTRAL EQUITY TRUST
[LOGO]*
UTILITY SERIES

------------------------------
PROSPECTUS
PART TWO
------------------------------

- ---------------
* Description of logo: One line, containing four black squares, side by side,
each square containing within it a white symbol: the first, a light bulb
<PAGE> 66

symbolizing electricity; the second, a flame symbolizing gas; the third, a
droplet symbolizing water; and the fourth, a telephone symbolizing a
telephone.

Updated as of July 11, 1995

<PAGE> 67
UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

This Amendment to Registration Statement comprises the following papers and
documents:

The facing sheet.

The prospectus consisting of 58 pages.

The undertaking to file reports.

The signature.

Written consents of the following persons:

Arthur Andersen LLP.

Van Kampen American Capital Investment Advisory Corp. (as
Evaluator).

The following exhibits:

14. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered.

15. Consent of Arthur Andersen LLP.

16. Consent of Van Kampen American Capital Investment Advisory
Corp.

17. Written representation of counsel pursuant to the requirements
of Rule 485.

27. Financial Data Schedule (submitted for the information of the
Securities and Exchange Commission).

<PAGE> 68
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Central Equity Trust, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement or
Amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Des Peres, and State of
Missouri, on the 5th day of October, 1995.

CENTRAL EQUITY TRUST

By: UNISON INVESTMENT TRUSTS LTD.,
Depositor

By: Unison Capital Corp., Inc.,
General Partner

By: /S/ STEVEN NOVIK
Its: President

<PAGE> 69
EXHIBIT INDEX
TO
FORM S-6 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

EXHIBIT NO. TITLE OF DOCUMENT
- ----------- ----------------------------------------------------------------

14. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered

15. Consent of Arthur Andersen LLP

16. Consent of Van Kampen American Capital Investment Advisory Corp.

17. Written representation of counsel pursuant to the requirements
of Rule 485

27. Financial Data Schedule (submitted for the information of the
Securities and Exchange Commission)

<PAGE> 1
EXHIBIT 8

BRYAN CAVE LLP
ONE METROPOLITAN SQUARE, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

October 5, 1995

Unison Investment Trusts Ltd.
12555 Manchester Road
St. Louis, Missouri 63131

Edward D. Jones & Co.
12555 Manchester Road
St. Louis, Missouri 63131

The Bank of New York
101 Barclay Street
New York, New York 10286

Gentlemen:

This letter is issued in connection with the filing of Post-Effective
Amendment No. 4 to Form S-6 of the Registration Statement for Central Equity
Trust, Utility Series 7, 8 and 9, Post-Effective Amendment No. 3 to Form S-6 of
the Registration Statement for Central Equity Trust, Utility Series 17 and 18
and Post-Effective Amendment No. 2 to Form S-6 of the Registration Statement
for Central Equity Trust, Utility Series 24 and 25 and their Prospectuses dated
October 5, 1995.

As counsel for the Sponsor of the Central Equity Trust, Utility
Series 7, 8, 9, 17, 18, 24 and 25 (the "Trusts"), we have examined: (i) the
Trust Agreements dated April 18, 1991, May 22, 1991, June 13, 1991, May 21,
1992, July 9, 1992, June 8, 1993 and August 5, 1993, respectively, between
Unison Investment Trusts Ltd. (the "Sponsor") and United States Trust Company
of New York (the "Former Trustee") (on June 19, 1995, United States Trust
Company of New York resigned as Trustee/Evaluator and The Bank of New York was
appointed successor trustee and Van Kampen American Capital Investment Advisory
Corp. was appointed successor evaluator), (ii) the Standard Terms and
Conditions of Trust dated July 19, 1990 for Utility Series 7 and 8, (iii) the
Amended and Restated Standard Terms and Conditions of Trust dated June 13, 1991
for Utility Series 9, (iv) the Second Amended and Restated Standard Terms and
Conditions of Trust dated January 16, 1992 for Utility Series 17 and 18, and
(v) the Third Amended and Restated Standard Terms and Conditions of Trust dated
October 14, 1992 for Utility Series 24 and 25, all between the Sponsor and the
Former Trustee. These documents established the Trusts and created units of
beneficial ownership (the "Units") in the respective Trusts. The Sponsor
deposited certain publicly traded equity securities issued by electric, gas,
water and telephone public utility companies or confirmations of contracts for
the purchase of such securities into the respective Trusts. These securities
and the securities purchased pursuant to the contracts for securities deposited
into the respective Trusts are referred to as the "Securities". In exchange
therefor, the Sponsor received all of the Units of each of the Trusts which it
offered for sale to the public.

<PAGE> 2

Unison Investment Trusts Ltd.
October 5, 1995

Based upon the foregoing and upon an examination of such other
documents and an investigation of such matters of law as we have deemed
necessary, and subject to the limitations and assumptions contained herein and
in the section of the Prospectus entitled "Federal Taxation", it is our opinion
that:

(1) Such discussion of tax consequences in the Prospectus is an
accurate description of certain federal income tax aspects of an
investment in a Unit.

(2) Each Trust is not an association taxable as a corporation for
federal income tax purposes.

(3) Each Unitholder of a Trust shall be considered the owner of a pro
rata portion of each of such Trust's assets for federal income tax
purposes under Subpart E, Subchapter J of Chapter 1 of the
Internal Revenue Code of 1986, as amended (the "Code"). Each
Unitholder of a Trust will be considered to have received its pro
rata share of income, deductions and credits derived from the
operation of such Trust.

(4) Each Unitholder will have a taxable event when a Trust disposes of
a Security in a taxable transaction (whether by sale, liquidation,
redemption or otherwise) or when the Unitholder redeems or sells
its Units in a taxable trans- action. The cost of the Units to a
Unitholder on the date such Units are purchased is allocated among
the Securities held by such Trust (in accordance with the
proportion of the fair market values of such Securities) in order
to determine the Unitholder's tax basis in the Unitholder's pro
rata portion of each Security, and such tax basis will be subject
to certain adjustments discussed in the section of the Prospectus
entitled "Federal Taxation".

We are also of the opinion, based upon the facts recited above and our
review of relevant documents, that under applicable provisions of New York
State and New York City tax law:

(1) Each Trust is not an association taxable as a corporation.

(2) Income of a Trust will be treated as income of the Unitholders of
such Trust.

Our opinions are based on the Code, rules and regulations promulgated
thereunder, and interpretations thereof existing on this date, and
New York State and New York City tax law existing on this date, all of which
are subject to change at any time. Our opinions represent judgments concerning
complex and uncertain issues, and are not binding upon the Internal Revenue
Service or any other taxing authority. No assurance can be given that the tax
treatment described in the Prospectus (including the status of each Trust) will
not be challenged by the Internal Revenue Service or any other taxing
authority, or that any such challenge would not be successful.

We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 4 to Form S-6 of the Registration Statement for Central
Equity Trust, Utility Series 7, 8 and 9, Post-Effective Amendment No. 3 to
<PAGE> 3

Unison Investment Trusts Ltd.
October 5, 1995

Form S-6 of the Registration Statement for Central Equity Trust, Utility Series
17 and 18 and Post-Effective Amendment No. 2 to Form S-6 of the Registration
Statement for Central Equity Trust, Utility Series 24 and 25 and to the use of
our name and to the reference to our firm in said Amendment to the Registration
Statement and in the Prospectus.

Very truly yours,

/S/ BRYAN CAVE LLP

BRYAN CAVE LLP

<PAGE> 1
EXHIBIT 15

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports,
and to all references to our Firm, included in or made a part of this
prospectus for Central Equity Trust, Utility Series 7, Central Equity Trust,
Utility Series 8 and Central Equity Trust, Utility Series 9.

/S/ ARTHUR ANDERSEN LLP

St. Louis, Missouri
October 5, 1995

<PAGE> 1
EXHIBIT 16

VAN KAMPEN AMERICAN CAPITAL
---------------------------
Van Kampen American Capital Investment Advisory Corp.

October 5, 1995 One Parkview Plaza Oakbrook Terrace Illinois 60181
708-684-6000

Unison Investment Trusts Ltd.
12555 Manchester Road
St. Louis, Missouri 63131

RE: Central Equity Trust, Utility Series 7
Central Equity Trust, Utility Series 8
Central Equity Trust, Utility Series 9

Dear Sir:

We hereby consent to the references in the post-effective amendment to the
Registration Statement including the Prospectus contained herein for the above-
captioned Trusts to Van Kampen American Capital Investment Advisory Corp. as
successor Evaluator.

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

Sincerely,

By: /S/ JOHN SULLIVAN
Name: John Sullivan
Its: 1st Vice President

CHICAGO-HOUSTON-KANSAS CITY-LAGUNA HILLS-LONDON-NEW YORK CITY-PARIS-
PHILADELPHIA-SINGAPORE-TAMPA-TOKYO

<PAGE> 1
EXHIBIT 17

BRYAN CAVE LLP
ONE METROPOLITAN SQUARE, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

October 5, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: Central Equity Trust, Utility Series 7, Registration No. 33-39381,
Utility Series 8, Registration No. 33-39937 and Utility Series 9,
Registration No. 33-40313

Gentlemen and Ladies:

We have served as counsel for Unison Investment Trusts Ltd., Sponsor
of Central Equity Trust, Utility Series 7, Utility Series 8 and Utility Series
9, in connection with the preparation and review of this Post-Effective
Amendment to the Registration Statement on Form S-6 (the "Registration
Statement") relating to Utility Series 7, and, pursuant to Rule 429, also
relating to Utility Series 8 and Utility Series 9.

Based on the foregoing, we represent that this Registration Statement
does not contain disclosures which would render it ineligible to become
effective pursuant to the provisions of paragraph (b) of Rule 485 under the
Securities Act of 1933, as amended.

We hereby consent to the filing of this representation as an exhibit
to this Post-Effective Amendment to the Registration Statement.

Very truly yours,

/S/ BRYAN CAVE LLP

BRYAN CAVE LLP

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR CENTRAL EQUITY TRUST, UTILITY SERIES 7, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000873608
<NAME> CENTRAL EQUITY TRUST
<SERIES>
<NUMBER> 7
<NAME> UTILITY SERIES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JUN-01-1994
<PERIOD-END> MAY-31-1995
<INVESTMENTS-AT-COST> 9,484,317
<INVESTMENTS-AT-VALUE> 10,838,166
<RECEIVABLES> 59,092
<ASSETS-OTHER> 9,275
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,906,533
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,079
<TOTAL-LIABILITIES> 4,079
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 477,734
<SHARES-COMMON-PRIOR> 536,034
<ACCUMULATED-NII-CURRENT> 64,526
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 16,497
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,353,849
<NET-ASSETS> 10,902,454
<DIVIDEND-INCOME> 689,876
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8,093
<NET-INVESTMENT-INCOME> 681,783
<REALIZED-GAINS-CURRENT> (20,208)
<APPREC-INCREASE-CURRENT> 790,269
<NET-CHANGE-FROM-OPS> 1,451,844
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 682,110
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 58,300
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (472,331)
<ACCUMULATED-NII-PRIOR> 64,853
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR CENTRAL EQUITY TRUST, UTILITY SERIES 8, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874209
<NAME> CENTRAL EQUITY TRUST
<SERIES>
<NUMBER> 8
<NAME> UTILITY SERIES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JUN-01-1994
<PERIOD-END> MAY-31-1995
<INVESTMENTS-AT-COST> 15,542,270
<INVESTMENTS-AT-VALUE> 18,324,610
<RECEIVABLES> 127,684
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,452,294
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 25,161
<TOTAL-LIABILITIES> 25,161
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 784,853
<SHARES-COMMON-PRIOR> 874,153
<ACCUMULATED-NII-CURRENT> 105,980
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 92,090
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,782,340
<NET-ASSETS> 18,427,133
<DIVIDEND-INCOME> 1,153,667
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 15,890
<NET-INVESTMENT-INCOME> 1,137,777
<REALIZED-GAINS-CURRENT> (40,951)
<APPREC-INCREASE-CURRENT> 1,658,641
<NET-CHANGE-FROM-OPS> 2,813,382
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,146,352
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 89,300
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (332,706)
<ACCUMULATED-NII-PRIOR> 114,555
<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> 0
<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-DIVIDEND> 0
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR CENTRAL EQUITY TRUST, UTILITY SERIES 9, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874510
<NAME> CENTRAL EQUITY TRUST
<SERIES>
<NUMBER> 9
<NAME> UTILITY SERIES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JUN-01-1994
<PERIOD-END> MAY-31-1995
<INVESTMENTS-AT-COST> 9,094,603
<INVESTMENTS-AT-VALUE> 11,036,606
<RECEIVABLES> 72,036
<ASSETS-OTHER> 14,554
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,123,196
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,812
<TOTAL-LIABILITIES> 3,812
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 458,567
<SHARES-COMMON-PRIOR> 509,267
<ACCUMULATED-NII-CURRENT> 79,180
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 157,041
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,942,003
<NET-ASSETS> 11,119,384
<DIVIDEND-INCOME> 673,820
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 10,012
<NET-INVESTMENT-INCOME> 663,808
<REALIZED-GAINS-CURRENT> 28,159
<APPREC-INCREASE-CURRENT> 830,495
<NET-CHANGE-FROM-OPS> 1,522,463
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 670,337
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 50,700
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (284,594)
<ACCUMULATED-NII-PRIOR> 85,709
<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> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>