DEFINED ASSET FUNDS EQUITY INCOME FD INDEX SER S&P 500 TR 2, 485BPOS, 1998-04-16

DEFINED ASSET FUNDS EQUITY INCOME FD INDEX SER S&P 500 TR 2
485BPOS, 1998-04-16

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998

REGISTRATION NO. 33-44844
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 6

FORM S-6

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

FOR REGISTRATION UNDER THE SECURITIES ACT

OF 1933 OF SECURITIES OF UNIT INVESTMENT

TRUSTS REGISTERED ON FORM N-8B-2

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

A. EXACT NAME OF TRUST:

DEFINED ASSET FUNDS--

EQUITY INVESTOR FUND

INDEX SERIES

S&P 500 TRUST 2

S&P MIDCAP TRUST

(UNIT INVESTMENT TRUSTS)

B. NAMES OF DEPOSITORS:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

SMITH BARNEY INC.

PRUDENTIAL SECURITIES INCORPORATED

DEAN WITTER REYNOLDS INC.

PAINEWEBBER INCORPORATED

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. LAURIE A. HESSLEIN DOUGLAS LOWE, ESQ.
P.O. BOX 9051 388 GREENWICH ST. DEAN WITTER REYNOLDS INC.
PRINCETON, NJ 08543-9051 NEW YORK, NY 10013 TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048

COPIES TO:
LEE B. SPENCER, JR. ROBERT E. HOLLEY PIERRE DE SAINT PHALLE,
ONE NEW YORK PLAZA 1200 HARBOR BLVD. ESQ.
NEW YORK, NY 10292 . WEEHAWKEN, NJ 07087 450 LEXINGTON AVENUE
NEW YORK, NY 10017

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year in February, 1998.

Check box if it is proposed that this filing will become effective on April 24,
1998 pursuant to paragraph (b) of Rule 485. / x /

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<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------

EQUITY INVESTOR FUND The objective of these Defined Funds is to provide
INDEX SERIES investors with the opportunity to purchase Units
S&P 500 TRUST 2 representing proportionate interests in defined
S&P MIDCAP TRUST portfolios of preselected securities consisting of
(UNIT INVESTMENT substantially all of the common stocks, in
TRUSTS) substantially the same proportions, which comprise
- ------------------------------the Standard & Poor's 500 Stock Price Composite
- -- MONTHLY INCOME Index or the Standard & Poor's MidCap 400 Index,
- -- PROFESSIONAL SELECTION respectively. The Trusts are designed to produce
- -- DIVERSIFICATION investment results that generally correspond to
- -- REINVESTMENT OPTION the price and yield performance of common stocks
represented by these Indices. There is no
assurance that these objectives will be met. The
Fund is not sponsored by or affiliated with
Standard and Poor's Corporation.
The value of Units will fluctuate with the value
of the Portfolios of underlying Securities and no
assurance can be given that dividends will be paid
or that the Units will appreciate in value.
An investor may invest in Units of one or both
Trusts.
Minimum purchase: $250.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
SPONSORS: OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Merrill Lynch, CONTRARY IS A CRIMINAL OFFENSE.
Pierce, Fenner & Smith -------------------------------------------------
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Smith Barney Inc. AND RETAIN IT FOR FUTURE REFERENCE.
Prudential Securities INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEES AT
Incorporated THE TELEPHONE NUMBERS
Dean Witter Reynolds Inc. LISTED ON THE BACK OF THIS PROSPECTUS.
PaineWebber Incorporated PROSPECTUS DATED APRIL 24, 1998.

<PAGE>
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Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.

Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.

Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:

o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios

The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defining The Index Series
- ----------------------------------------------------------------

Indexing is an investment strategy that allows the sponsors to create a
portfolio of stocks that is carefully structured to mirror, as closely as
possible, the total return of a market index. Investors often compare the
performance of their investments to a measure of overall market performance --
an index. Each Trust is designed to offer investors an opportunity, with a
single, convenient purchase, to participate in the total return performance of
an index broadly representing the market. This diversification reduces the risk
of selecting individual stocks or market sectors. Indexing is a strategy that
most equity investors can use as part of their overall investment plan, to seek
potential growth in otherwise conservative portfolios or to hedge an aggressive
strategy.

Investors in the Index Series do not select individual stocks or market sectors.
Investors, in effect, buy the major portion of the market represented by an
index. The portfolio is broadly diversified. Of course, a Trust may not hold all
of the stocks in the related index at all times, but will seek to reflect the
performance of that index. The Sponsors expect to have at least 95% of each
Trust's assets invested in the common stocks of the related index and to
maintain a correlation of .97-.99 between each index and the investment results
of the related trust.

The Fund was created on February 19, 1992. The information in this prospectus is
as of December 31, 1997, the evaluation date.
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------

MONTHLY INCOME DISTRIBUTIONS

The Trusts pay monthly income, even though the securities generally pay
dividends quarterly. Monthly distributions of dividends are payable on the 25th
of the month to holders of record on the 10th day of the month. In order to meet
certain tax requirements, a special distribution of income including capital
gains, may be paid to holders of record as of a date in December. Any capital
gain net income will generally be distributed after the end of each Trust's
taxable year.

It is expected that the proceeds of the sale or redemption of securities will
not be distributed but will be reinvested in additional securities. To the
extent these proceeds are available for distribution, they will be distributed
on the next distribution day.

REINVESTMENT OPTION

You can elect to automatically reinvest your distributions into additional units
of a Trust. Reinvesting helps to compound your income for a greater total
return.

TAXES

Distributions which are taxable as ordinary income to investors will constitute
dividends for Federal income tax purposes and may, subject to certain
limitations, be eligible for the 70% dividends-received deduction for certain
corporations. (See Taxes in Part B.)

MANDATORY TERMINATION DATE

The Trusts will terminate by February 28, 2017. The final distribution will be
made within a reasonable time afterward. A Trust may be terminated earlier if
its value is less than 40% of the value of the securities when deposited. On the
evaluation date the value of the S&P 500 Trust 2 was 149% of the value of its
securities when deposited and the value of the S&P MidCap Trust was 141% of the
value of its securities when deposited.

REDEEMING OR SELLING YOUR INVESTMENT

You may sell or redeem your units at any time prior to the termination of the
Portfolio. Your price will be based on the then current net asset value. There
is no fee for redeeming or selling your units.

A-2
<PAGE>
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------

Unit price fluctuates with the value of a portfolio, and the value of the
portfolio will be affected by changes in the financial condition of the issuers,
general economic conditions, movements in stock prices generally, the impact of
the Sponsors' purchase and sale of the securities and other factors. An
investment in Units should be made with the understanding that the financial
condition of the issuers of the securities may become impaired or that the
general condition of the stock market may worsen. Common stocks are susceptible
to general stock market fluctuations and to volatile increases and decreases in
value as market confidence in and perceptions of the issuers change. These
perceptions are based on various unpredictable factors. Further distributions of
income on the underlying securities will generally depend upon the declaration
of dividends by the issuers, and there can be no assurance that the issuers of
securities will pay dividends or that the current level of dividends can be
maintained or increased. Therefore, there is no guarantee that the objective of
the Trusts will be achieved.

Unlike a mutual fund, the Trusts are not actively managed and the Sponsors
receive no management fee. Therefore, the adverse financial condition of an
issuer or any market movement in the price of a security will not necessarily
require the sale of securities from a Trust or mean that the Sponsors will not
continue to purchase the security in order to create additional Units. Although
the Trusts are regularly reviewed and evaluated and the Sponsors may instruct
the Trustee to sell securities under certain limited circumstances, securities
will not be sold to take advantage of market fluctuations or changes in
anticipated rates of appreciation.

Investors in the S&P MidCap Trust should note that the Trust may not invest more
than 5% of its assets in the stock of any issuer that derives more than 15% of
its revenues from securities-related activities or invest in a
securities-related issuer if its stock is not a marginable security under
Regulation T promulgated by the Board of Governors of the Federal Reserve
System. The foregoing restrictions are not expected to have a significant effect
on the correlation between the S&P MidCap Trust and the S&P MidCap 400 Index.
The S&P 500 Trust is not affected by the foregoing restrictions because it is
covered by an SEC exemptive order. (See Risk Factors in Part B.)

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

S&P 500 TRUST 2:

PUBLIC OFFERING PRICE PER 1,000 UNITS $2,300.57
The Public Offering Price as of December 31, 1997, the evaluation date, is based
on the aggregate value of the underlying securities ($354,657,439) and any cash
held to purchase securities, divided by the number of units outstanding
(157,709,471) times 1,000, plus a maximum sales charge of 2.25% (2.302% on the
value of the underlying securities). The redemption and secondary market
repurchase price as of the evaluation date was $2,248.80 per 1,000 units ($51.77
per 1,000 units less than the Public Offering Price).

S&P MIDCAP TRUST:
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,726.80

The Public Offering Price as of December 31, 1997, the evaluation date, is based
on the aggregate value of the underlying securities ($94,091,352) and any cash
held to purchase securities, divided by the number of units outstanding
(55,743,317) times 1,000, plus a maximum sales charge of 2.25% (2.302% on the
value of the underlying securities). The redemption and secondary market
repurchase price as of the evaluation date was $1,687.94 per 1,000 units ($38.86
per 1,000 units less than the Public Offering Price).

The Public Offering Prices and the redemption and secondary market repurchase
prices on any subsequent date will vary. The underlying securities are valued by
the Trustee on the basis of their closing sale prices at 4:00 p.m. Eastern time
on every business day.

SALES CHARGES

Although each Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay

As a %
of Secondary
Market
Public
Offering Price
-----------------
Maximum Sales Charge 2.25%

ESTIMATED ANNUAL OPERATING EXPENSES

S&P 500 S&P MIDCAP
TRUST 2 TRUST
Amount per Amount per
1,000 Units 1,000 Units
------------- -------------
Trustee's Fee $ 0.78 $ 0.78
Portfolio Supervision, Bookkeeping
and Administrative Fees $ 0.39 $ 0.39
Other Operating Expenses $ 0.77 $ 1.22
------------- -------------
TOTAL $ 1.94 $ 2.39

A-3

<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Defined Asset Funds - Equity Investor Fund,
Index Series, S&P Midcap Trust:

We have audited the accompanying statement of condition of Defined
Asset Funds - Equity Investor Fund Index Series, S&P Midcap Trust,
including the portfolio, as of December 31, 1997 and the related
statements of operations and of changes in net assets for the
years ended December 31, 1997, 1996 and 1995. These financial
statements are the responsibility of the Trustee. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with 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. Securities
owned at December 31, 1997, as shown in such portfolio, were
confirmed to us by The Bank of New York, the Trustee. An audit also
includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Defined
Asset Funds - Equity Investor Fund Index Series, S&P Midcap Trust at
December 31, 1997 and the results of its operations and changes in
its net assets for the above-stated years in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
April 6, 1998

D - 1
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

STATEMENT OF CONDITION
AS OF DECEMBER 31, 1997

TRUST PROPERTY:
Investment in marketable securities - at value
(cost $70,476,872) (Note 1).................. $97,528,816
Dividends receivable........................... 80,813
______________

Total trust property................. 97,609,629

LESS LIABILITIES:
Advance from trustee............................ $ 3,419,985
Accrued expenses................................ 47,725 3,467,710
____________ ______________

NET ASSETS, REPRESENTED BY:
55,743,317 units of fractional undivided
interest outstanding (Note 3)................ 94,091,365
Excess income distributions over net investment
income......................................... 50,554
____________
$94,141,919
==============

UNIT VALUE ($94,141,919/55,743,317 units)........ $1.68885
==============

See Notes to Financial Statements.

D - 2

<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

STATEMENTS OF OPERATIONS

.........Years Ended December 31,.........
1997 1996 1995
__________________________________________

<S> <C> <C> <C>
INVESTMENT INCOME:
Dividend income................................. $ 1,137,334 $ 1,041,090 $ 834,190
Trustee's fees and expenses..................... (128,718) (78,290) (86,123)
Sponsors' fees ................................. (2,449) (21,131) (8,820)
__________________________________________

Net investment income........................... 1,006,167 941,669 739,247
__________________________________________

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed...................................... 8,040,846 5,238,839 2,734,923
Unrealized appreciation of investments.......... 13,838,901 4,556,231 7,773,441
__________________________________________

Net realized and unrealized gain on
investments................................... 21,879,747 9,795,070 10,508,364
__________________________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS................................. $22,885,914 $10,736,739 $11,247,611
==========================================

</TABLE>

See Notes to Financial Statements.

D - 3
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

.........Years Ended December 31,.........
1997 1996 1995
__________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income........................... $ 1,006,167 $ 941,669 $ 739,247
Realized gain on securities sold
or redeemed.................................. 8,040,846 5,238,839 2,734,923
Unrealized appreciation of investments.......... 13,838,901 4,556,231 7,773,441
__________________________________________

Net increase in net assets resulting
from operations.............................. 22,885,914 10,736,739 11,247,611
__________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
Income.......................................... (946,032) (1,025,567) (751,168)
Principal....................................... (7,083,369) (5,092,080) (1,350,239)
__________________________________________

Total distributions............................. (8,029,401) (6,117,647) (2,101,407)
__________________________________________

CAPITAL SHARE TRANSACTIONS:
Issuance of 8,266,165, 9,721,981 and 8,893,945
additional units, respectively ............... 13,613,877 13,212,226 10,613,011
Redemptions of 2,071,441, 1,164,262 and 571,894
units, respectively .......................... (3,299,904) (1,514,682) (742,879)
__________________________________________

Net capital share transactions.................. 10,313,973 11,697,544 9,870,132
__________________________________________

NET INCREASE IN NET ASSETS........................ 25,170,486 16,316,636 19,016,336

NET ASSETS AT BEGINNING OF YEAR................... 68,971,433 52,654,797 33,638,461
__________________________________________

NET ASSETS AT END OF YEAR......................... $94,141,919 $68,971,433 $52,654,797
==========================================

PER UNIT:
Income distributions during year................ .01796 .02198 $.02019
==========================================
Principal distributions during year............. .12801 .10691 $.03294
==========================================
Net asset value at end of year.................. 1.68885 1.39200 $1.28455
==========================================

TRUST UNITS OUTSTANDING AT END OF YEAR............ 55,743,317 49,548,593 40,990,874
==========================================
</TABLE>
See Notes to Financial Statements.
D - 4
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

(a) Securities are stated at market value; for securities listed
on a national securities exchange, value is based on the
closing price on such exchange and for securities not so
listed, value is based on the current bid price on the
over-the-counter market. Realized gains or losses on sales
of securities are determined using the first-in, first-out
cost method.

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

2. DISTRIBUTIONS

A distribution of net investment income is made to Holders on
the twenty-fifth day of each month. Receipts other than
dividends, after deductions for redemptions and applicable
expenses, are distributed as explained in "Administration of
the Fund" in this Prospectus, Part B.

3. NET CAPITAL

Cost of 55,743,317 units at Date of Deposit............ $67,274,171
Less sales charge...................................... 1,416,739
_______________
Net amount applicable to Holders....................... 65,857,432
Redemptions of units - net cost of 4,548,670 units
redeemed less redemption amounts..................... (1,327,828)
Realized gain on securities sold or redeemed........... 17,884,405
Principal distributions................................ (15,374,588)
Net unrealized appreciation of investments............. 27,051,944
_______________

Net capital applicable to Holders...................... $94,091,365
===============

D - 5

<PAGE>
DEFINED ASSET FUNDS - EQUITY INVESTOR FUND INDEX SERIES,
S & P 500 TRUST - 2

PORTFOLIO
AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
Percentage
Port- of Total
folio Market
No. Common Stocks Shares Cost (1) Value (1) Value
___ _____________ ______ ________ _________ _____
<S> <C> <C> <C> <C> <C>

1 General Electric Company 153,600 $5,064,843 3.1778%
$11,270,400
2 Coca-Cola Company 116,100 3,989,907 7,735,163 2.1810%
3 Microsoft Corp. 56,600 2,810,819 7,315,550 2.0627%
4 Exxon Corp. 115,700 4,435,594 7,079,394 1.9961%
5 Merck & Co., Inc. 56,200 3,151,920 5,971,250 1.6837%
6 Royal Dutch Petroleum 100,600 3,180,177 5,451,263 1.5371%
7 Intel Corp 76,800 2,283,274 5,395,200 1.5212%
8 Philip Morris Company 113,800 3,165,658 5,156,563 1.4540%
9 Procter & Gamble Co. 63,100 2,395,811 5,036,169 1.4200%
10 IBM 45,600 2,165,972 4,768,050 1.3444%
11 A T & T Corp. 76,200 2,890,549 4,667,250 1.3160%
12 Pfizer, Inc. 60,700 1,726,297 4,525,944 1.2761%
13 Bristol-Myers Squibb 46,700 1,889,721 4,418,988 1.2460%
14 Wal-Mart Stores, Inc. 105,800 2,797,204 4,172,487 1.1765%
15 Johnson & Johnson 63,100 2,353,839 4,156,713 1.1720%
16 Lilly (Eli) & Co. 52,100 1,273,347 3,627,463 1.0228%
17 American Int'l Group 32,925 1,734,640 3,580,594 1.0096%
Inc.
18 Bell Atlantic Corp 36,444 2,146,458 3,316,404 0.9351%
19 Du Pont (E.I) De Nemours 53,100 1,868,092 3,189,319 0.8993%
20 SBC Communications, Inc. 42,997 2,153,208 3,149,530 0.8880%
21 The Walt Disney Co. 31,700 1,857,431 3,140,281 0.8854%
22 Hewlett-Packard Co. 48,800 1,724,919 3,050,000 0.8600%
23 Travelers Group Inc. 53,791 1,062,344 2,898,018 0.8171%
24 Federal Nat'l Mortg 49,800 1,324,217 2,841,713 0.8013%
Assn.
25 Ford Motor Company 56,300 1,692,977 2,741,106 0.7729%
26 Citicorp 21,400 1,390,618 2,705,763 0.7629%
27 Mobil Corp. 36,800 1,740,676 2,656,500 0.7490%
28 Gillette Company 26,300 1,423,143 2,641,506 0.7448%
29 Cisco Systems Inc. 47,200 1,259,657 2,631,400 0.7420%
30 Bellsouth Corp. 46,500 1,589,383 2,618,531 0.7383%
31 Pepsico, Inc. 71,200 1,660,978 2,594,350 0.7315%
32 Lucent Technologies 30,110 1,495,720 2,405,036 0.6781%
33 Bankamerica Corp. 32,580 1,062,713 2,378,340 0.6706%
34 Chevron Corp. 30,800 1,547,009 2,371,600 0.6687%
35 Abbott Laboratories 35,900 $1,382,116 $ 2,353,694 0.6637%
36 GTE Corp 44,900 1,736,152 2,346,025 0.6615%
37 AmericaHome Product 30,500 1,398,447 2,333,250 0.6579%
38 Boeing Co. 46,912 1,443,136 2,295,756 0.6473%
39 Chase Manhattan (New) 19,760 1,126,139 2,163,720 0.6101%
40 Schering-Plough 34,400 836,899 2,137,100 0.6026%
41 Ameritech Corp. 25,700 1,230,293 2,068,850 0.5833%
42 Nationsbank Corp. 33,382 1,167,028 2,030,043 0.5724%
43 Home Depot Inc. 34,300 1,075,088 2,019,413 0.5694%
44 General Motors Corp. 33,200 1,603,931 2,012,750 0.5675%
45 Compaq Computer Corp. 35,500 812,050 2,003,531 0.5649%
46 Amoco Corp. 22,900 1,488,262 1,949,363 0.5496%
47 American Express Company 21,800 865,651 1,945,650 0.5486%
48 Unilever N.V 30,000 998,411 1,873,125 0.5282%
49 Schlumberger, Ltd. 23,200 876,950 1,867,600 0.5266%
50 Allstate Corp 20,084 731,389 1,825,134 0.5146%
51 Morgan Stanley Dean 27,782 940,911 1,642,611 0.4632%
Witter
52 Time Warner, Inc. 26,300 1,042,434 1,630,600 0.4598%
53 Motorola, Inc. 28,000 1,432,987 1,597,750 0.4505%
54 Warner-Lambert Company 12,800 647,981 1,587,200 0.4475%
55 Minnesota Mining & Mfg. 19,200 1,159,310 1,575,600 0.4443%
56 Mcdonald's Corp. 32,300 1,176,607 1,542,325 0.4349%
57 First Union Corp. 29,500 952,337 1,511,875 0.4263%
58 Banc One Corp. 27,544 1,073,336 1,495,984 0.4218%
59 MCI Communications 32,700 831,702 1,399,969 0.3947%
60 Texaco, Inc. 25,700 993,650 1,397,438 0.3940%
61 Wells Fargo & Co. 4,100 982,905 1,391,694 0.3924%
62 Norwest Corp. 35,500 583,283 1,371,188 0.3866%
63 Federal Home Loan 32,600 597,401 1,367,163 0.3855%
64 Computer Associates 25,662 533,555 1,356,878 0.3826%
65 Kimberly-Clark Corp. 26,120 826,991 1,288,043 0.3632%
66 U. S. Bancorp 11,500 841,398 1,287,281 0.3630%
67 Dell Computer Corp. 15,300 339,417 1,285,200 0.3624%
68 Worldcom Inc. 42,400 1,078,315 1,282,600 0.3616%
69 Cendant Corporation 37,148 $1,276,971 0.3601%
$ 895,725
70 Sara Lee Corp. 22,500 686,121 1,267,031 0.3573%
71 Campbell Soup Company 21,500 610,862 1,249,688 0.3524%
72 Atlantic Richfield 15,100 884,858 1,209,888 0.3411%
73 Sprint Corp. 20,200 752,922 1,184,225 0.3339%
74 Emerson Electric Co. 20,800 764,902 1,173,900 0.3310%
75 Monsanto Co. 27,800 578,267 1,167,600 0.3292%
76 Medtronic, Inc. 22,000 472,021 1,150,875 0.3245%
77 First Chicago NBD Co. 13,687 523,442 1,142,865 0.3222%
78 Merrill Lynch & Company 15,600 431,176 1,137,825 0.3208%
79 Xerox Corp. 15,300 633,163 1,129,331 0.3184%
80 Tyco International 25,000 649,031 1,126,563 0.3176%
81 Northern Telecom, Ltd. 12,300 573,603 1,094,700 0.3087%
82 Chrysler Corp. 31,100 814,106 1,094,331 0.3086%
83 Dow Chemical 10,700 743,054 1,086,050 0.3062%
84 Alliedsignal Inc. 26,500 613,043 1,031,844 0.2909%
85 Oracle Corporation 46,012 745,926 1,026,643 0.2895%
86 US West Communication 22,700 645,316 1,024,337 0.2888%
87 Bank of New York Co. 17,700 412,906 1,023,281 0.2885%
88 Colgate-Palmolive 13,900 506,526 1,021,650 0.2881%
Company
89 Anheuser-Busch 23,000 717,953 1,012,000 0.2853%
90 Airtouch Communication 23,700 459,196 985,031 0.2777%
91 CBS Corp 33,000 624,636 971,438 0.2739%
92 Kellogg Company 19,300 645,053 957,763 0.2701%
93 J.P. Morgan & Company 8,300 648,994 936,863 0.2642%
94 Duke Energy 16,900 757,368 935,838 0.2639%
95 Eastman Kodak Co. 15,200 877,182 924,350 0.2606%
96 Columbia HCA Healthcare 30,538 951,122 904,688 0.2551%
Corp.
97 Lockheed Martin Corp. 9,145 563,413 900,783 0.2540%
98 Fleet Financial Group 11,700 498,801 876,769 0.2472%
99 Heinz (H.J.) Company 17,250 529,842 876,516 0.2471%
100 Pharmacia & Upjohn, Inc. 23,750 791,296 869,844 0.2453%
101 Caterpillar Inc. 17,600 469,423 854,700 0.2410%
102 Automatic Data 13,700 459,874 840,838 0.2371%
Processing
103 Southern Company 32,400 $ 0.2364%
693,111 $ 838,350
104 Sears, Roebuck & Co. 18,400 606,775 832,600 0.2348%
105 Texas Instruments, Inc. 18,300 462,801 823,500 0.2322%
106 Gannett Co 13,300 415,040 822,106 0.2318%
107 PNC Bank Corp 14,400 455,641 821,700 0.2317%
108 US West Media Group 28,400 511,334 820,050 0.2312%
109 Raytheon Co.-CL. B 15,900 662,658 802,950 0.2264%
110 United Technologies 11,000 486,713 800,938 0.2258%
111 General Re Corp. 3,700 524,714 784,400 0.2212%
112 Wachovia Corp. 9,600 484,511 778,800 0.2196%
113 Washington Mutual, Inc. 12,100 771,747 772,131 0.2177%
114 Corestates Financial 9,300 396,878 744,581 0.2099%
115 CPC International 6,800 442,021 732,700 0.2066%
116 Keycorp 10,300 373,053 729,369 0.2057%
117 Mellon Bank Corp. 12,000 305,086 727,500 0.2051%
118 Conagra Inc. 22,100 415,218 725,156 0.2045%
119 Walgreen Co. 23,100 323,139 724,762 0.2044%
120 Union Pacific Corp. 11,600 529,966 724,275 0.2042%
121 Suntrust Banks Inc. 10,000 316,376 713,750 0.2013%
122 Penney (J.C) Co., Inc. 11,700 545,241 705,656 0.1990%
123 Illinois Tool Works 11,700 327,174 703,463 0.1983%
124 Sun Microsystems, Inc. 17,600 309,250 701,800 0.1979%
125 Dayton-Hudson Corp. 10,200 291,519 688,500 0.1941%
126 Deere & Co. 11,800 351,020 688,088 0.1940%
127 Viacom, Inc. Class B 16,600 670,941 687,863 0.1940%
128 Burlington Northern 7,300 537,271 678,444 0.1913%
129 Amgen, Inc. 12,400 522,456 671,150 0.1892%
130 GAP, Inc. 18,850 280,254 667,997 0.1883%
131 Tele-Communications Inc. 23,800 384,670 664,913 0.1875%
132 National City Corp. 10,100 354,324 664,075 0.1872%
133 Baxter International 13,100 419,831 660,731 0.1863%
134 Barnett Banks of Florida 9,100 288,509 654,063 0.1844%
135 MBNA Corporation 23,455 245,149 640,615 0.1806%
136 EMC Corp/Mass 23,300 287,000 639,294 0.1803%
137 Halliburton Co. 12,300 $ 0.1801%
$ 296,229 638,831
138 BankBoston Corporation 6,800 331,203 638,775 0.1801%
139 Household International 5,000 298,221 637,813 0.1798%
140 PG&E Corporation 20,500 574,900 623,969 0.1759%
141 Enron Corp. 14,900 517,321 619,281 0.1746%
142 American General Corp. 11,400 412,278 616,313 0.1738%
143 Chubb Corp. 8,100 370,606 612,563 0.1727%
144 International Paper 14,200 546,850 612,375 0.1727%
145 Pitney-Bowes, Inc. 6,800 308,073 611,575 0.1724%
146 Cigna Corp. 3,500 321,881 605,719 0.1708%
147 Phillips Petroleum 12,300 414,915 598,088 0.1686%
Corporation
148 Marsh & Mclennan Company 8,000 399,056 596,500 0.1682%
149 Fifth Third Bancorp 7,250 285,133 592,688 0.1671%
150 Waste Management, Inc. 21,400 682,087 588,500 0.1659%
151 First Data Corp. 20,000 668,078 585,000 0.1649%
152 May Department Stores 10,900 430,078 574,294 0.1619%
153 Loews Corp 5,400 383,225 573,075 0.1616%
154 Aluminum Co. of America 8,100 396,044 570,038 0.1607%
155 Archer-Daniels-Midland 26,171 401,245 567,584 0.1600%
156 3Com Corp. 16,200 786,666 565,988 0.1596%
157 AMR Corp. 4,300 339,876 552,550 0.1558%
158 CSX Corp. 10,200 422,708 550,800 0.1553%
159 Norfolk Southern 17,700 436,366 545,381 0.1538%
Corporation
160 Albertson's, Inc. 11,500 351,887 544,813 0.1536%
161 Seagram Company, Ltd. 16,700 540,931 539,619 0.1522%
162 General Mills, Inc. 7,500 456,325 537,188 0.1515%
163 Nike, Inc. Class B 13,600 432,853 533,800 0.1505%
164 Charles Schwab Corp 12,400 331,635 520,025 0.1466%
165 CVS Corp. 8,100 337,231 518,906 0.1463%
166 Bankers Trust New York 4,600 374,368 517,213 0.1458%
167 Applied Materials Inc. 17,100 321,555 515,138 0.1452%
168 Hartford Financial 5,500 255,511 514,594 0.1451%
Services
169 Comcast Corp. Special 16,300 310,994 514,469 0.1451%
170 Healthsouth Corp 18,500 396,280 513,375 0.1448%
171 Rockwell International 9,800 $ 0.1444%
$ 380,613 512,050
172 Mattel, Inc. 13,597 287,911 506,488 0.1428%
173 FPL Group, Inc. 8,500 345,511 503,094 0.1419%
174 Aetna Inc. 7,000 461,619 493,938 0.1393%
175 Edison International 17,800 344,173 483,938 0.1365%
176 Textron, Inc. 7,700 254,794 481,250 0.1357%
177 PPG Industries, Inc. 8,400 356,064 479,850 0.1353%
178 Texas Utilities Company 11,500 450,394 477,969 0.1348%
179 Tenet Healthcare Corp. 14,300 293,019 473,688 0.1336%
180 Occidental Petroleum 15,900 347,826 466,069 0.1314%
181 Ralston-Ralston Purina 5,000 283,619 464,688 0.1310%
182 Goodyear Tire & Rubb 7,300 325,511 464,463 0.1310%
183 Weyerhaeuser Co. 9,400 409,124 461,188 0.1300%
184 Aon Corp. 7,850 298,220 460,206 0.1298%
185 American Electric Power 8,900 330,833 459,463 0.1296%
186 ITT Corporation (New) 5,500 281,036 455,813 0.1285%
187 USX-Marathon Group 13,500 277,967 455,625 0.1285%
188 HBO & Co. 9,400 434,381 451,200 0.1272%
189 Consolidated Edison 11,000 336,025 451,000 0.1272%
190 Tellabs Inc. 8,500 241,431 449,438 0.1267%
191 Costco Companies, Inc. 10,004 201,047 446,429 0.1259%
192 Unocal Corp. 11,500 345,279 446,344 0.1259%
193 Comerica Inc. 4,900 219,714 442,225 0.1247%
194 Kroger Company 11,900 181,706 439,556 0.1239%
195 Wrigley (WM.) JR Co. 5,500 263,796 437,594 0.1234%
196 United Healthcare Co. 8,800 428,890 437,250 0.1233%
197 State Street Corp. 7,500 404,275 436,406 0.1231%
198 Service Corp. 11,800 239,495 435,863 0.1229%
International
199 Guidant Corp. 7,000 211,283 435,750 0.1229%
200 Amp Inc. 10,300 374,905 432,600 0.1220%
201 Williams Companies 15,000 201,151 425,625 0.1200%
202 Federated Dept. Stores 9,800 297,594 422,013 0.1190%
203 Toys R US, Inc. (Holdg) 13,400 417,706 421,263 0.1188%
Corp.)
204 Air Products & Chemical 5,100 273,980 419,475 0.1183%
205 Boston Scientific Co. 9,100 $ 0.1177%
349,609 $ 417,463
206 Delta Airlines, Inc. 3,500 270,494 416,500 0.1174%
207 Marriott International 6,000 229,513 415,500 0.1172%
208 Hershey Foods Corp. 6,700 204,335 414,981 0.1170%
209 Honeywell Inc. 6,000 277,774 411,000 0.1159%
210 BB&T Corp. 6,400 404,264 410,000 0.1156%
211 Progressive Corp. 3,400 368,983 407,575 0.1149%
212 Corning Inc. 10,800 329,336 400,950 0.1131%
213 Conseco Inc. 8,800 330,441 399,850 0.1127%
214 Masco Corp. 7,700 233,971 391,738 0.1105%
215 Sunamerica Inc. 9,150 352,580 391,163 0.1103%
216 Lowe's Companies, Inc. 8,200 234,232 391,038 0.1103%
217 Clorox Co. 4,900 185,616 387,406 0.1092%
218 Cardinal Health, Inc. 5,100 294,668 383,138 0.1080%
219 Avon Products, Inc. 6,200 225,574 380,525 0.1073%
220 Pacificorp 13,900 281,893 379,644 0.1070%
221 Dover Corp. 10,400 182,698 375,700 0.1059%
222 Lincoln National Corp. 4,800 207,871 375,000 0.1057%
223 Fort James Corp. 9,800 339,232 374,850 0.1057%
224 Dominion Resources 8,800 345,340 374,550 0.1056%
225 Sysco Corp. 8,200 235,711 373,613 0.1053%
226 Burlington Resources 8,300 375,557 371,944 0.1049%
227 Cincinnati Financial 2,600 349,375 365,950 0.1032%
228 Clear Channel Comm. 4,600 310,393 365,413 0.1030%
229 Tribune Company 5,800 179,915 361,050 0.1018%
230 MGIC Investment Group 5,400 181,133 359,100 0.1013%
231 Alltel Corp. 8,700 263,666 357,244 0.1007%
232 Northrop Grumman Corp. 3,100 217,149 356,500 0.1005%
233 Houston Industries 13,300 293,846 354,944 0.1001%
234 Unum Corp. 6,500 192,529 353,438 0.0997%
235 Hilton Hotels Corp. 11,700 207,354 348,075 0.0981%
236 Mcgraw-Hill Companies 4,700 196,289 347,800 0.0981%
237 Rite Aid Corp. 5,900 196,058 346,256 0.0976%
238 Baker Hughes, Inc. 7,900 222,239 344,638 0.0972%
239 Entergy Corp. 11,500 $ 0.0971%
$ 333,517 344,281
240 Browning-Ferris 9,300 275,603 344,100 0.0970%
Industries
241 Dresser Industries Inc. 8,200 205,618 343,888 0.0970%
242 Cognizant Corp. 7,700 244,629 343,131 0.0968%
243 Quaker Oats Company 6,500 225,553 342,875 0.0967%
244 Public Service 10,800 312,088 342,225 0.0965%
Entertainment
245 Praxair, Inc. 7,400 206,666 333,000 0.0939%
246 Pioneer Hi-Bred Int'l. 3,100 156,241 332,475 0.0937%
247 Federal Express Corp 5,400 187,878 329,738 0.0930%
248 Barrick Gold Corp. 17,400 463,156 324,075 0.0914%
249 Limited, Inc. 12,700 261,554 323,850 0.0913%
250 Omnicom Group 7,600 299,678 322,050 0.0908%
251 Safeco Corp. 6,600 224,031 321,750 0.0907%
252 Eaton Corp. 3,600 208,803 321,300 0.0906%
253 Huntington Bancshare 8,900 303,750 320,400 0.0903%
254 St. Paul Companies 3,900 201,560 320,044 0.0902%
255 Transamerica Corp. 3,000 194,375 319,500 0.0901%
256 Newell Company 7,500 186,841 318,750 0.0899%
257 UST, Inc. 8,600 265,268 317,662 0.0896%
258 Tenneco, Inc. 8,000 325,590 316,000 0.0891%
259 Thermo Electron Corp 7,100 275,074 315,950 0.0891%
260 Ingersoll-Rand Company 7,750 201,585 313,875 0.0885%
261 Firstenergy Corp. 10,800 253,819 313,200 0.0883%
262 Unicom Corporation 10,100 281,180 310,575 0.0876%
263 Coastal Corp. 5,000 176,244 309,688 0.0873%
264 TRW, Inc. 5,800 219,453 309,575 0.0873%
265 Winn-Dixie Stores, Inc. 7,000 215,746 305,813 0.0862%
266 Carolina Power & 7,100 221,345 301,306 0.0850%
Lighting
267 Ahmanson (H.F.) & Co. 4,500 106,025 301,219 0.0849%
268 Crown Cork & Seal Co. 6,000 261,477 300,750 0.0848%
269 Computer Sciences Co 3,600 204,991 300,600 0.0848%
270 New York Times Company 4,500 135,111 297,563 0.0839%
271 Republic New York 2,600 172,236 296,888 0.0837%
272 Fortune Brands, Inc. 8,000 214,010 296,500 0.0836%
273 Interpublic Group Cos 5,900 0.0829%
$ 164,066 $ 293,894
274 Alcan Aluminum, Ltd. 10,600 285,449 292,825 0.0826%
275 Union Pacific Resource 11,838 298,563 287,072 0.0809%
276 Genuine Parts Company 8,425 220,748 285,923 0.0806%
277 Becton Dickinson & 5,700 174,969 285,000 0.0804%
Company
278 Cinergy Corp. 7,427 181,987 284,547 0.0802%
279 Parametric Technology 6,000 256,292 284,250 0.0801%
280 W.R Grace & Co. 3,500 117,920 281,531 0.0794%
281 MBIA 4,200 215,486 280,613 0.0791%
282 Cooper Industries, Inc. 5,700 250,066 279,300 0.0788%
283 Rohm & Haas Co. 2,900 181,145 277,675 0.0783%
284 Times Mirror Co. Cl. A 4,500 138,826 276,750 0.0780%
285 Torchmark Corp. 6,500 158,918 273,406 0.0771%
286 Consolidated Natural Gas 4,500 202,704 272,250 0.0768%
Co.
287 V F Corp. 5,900 169,729 271,031 0.0764%
288 US Airways group NC 4,300 103,071 268,750 0.0758%
289 Synovus Financial Co. 8,200 268,960 268,550 0.0757%
290 Central & Southwest 9,900 266,751 267,919 0.0755%
Corp.
291 Golden West Financial 2,700 148,129 264,094 0.0745%
292 Kmart Corp. 22,800 356,311 263,625 0.0743%
293 Jefferson-Pilot Corp. 3,375 161,816 262,828 0.0741%
294 Digital Equipment 7,100 309,418 262,700 0.0741%
295 Int'l Flavors & 5,100 220,970 262,650 0.0741%
Fragrance
296 TJX Companies, Inc. 7,600 109,234 261,250 0.0737%
297 Georgia-Pacific Corp. 4,300 308,121 261,225 0.0737%
298 American Stores Co. 12,700 179,886 261,144 0.0736%
299 General Dynamics Corp. 3,000 169,518 259,313 0.0731%
300 Micron Technology, Inc. 9,900 312,078 257,400 0.0726%
301 Donnelley (R.R.) & Sons 6,800 223,988 253,300 0.0714%
302 Bay Networks Inc. 9,900 390,575 253,069 0.0714%
303 Southwest Airlines 10,250 181,152 252,406 0.0712%
304 Peco Energy Co. 10,400 277,218 252,200 0.0711%
305 Equifax, Inc. 7,100 228,014 251,606 0.0709%
306 Owen-Illinois Inc. 6,600 233,655 250,388 0.0706%
307 Union Carbide Corp. 5,800 0.0702%
$ 183,927 $ 249,038
308 Dun & Bradstreet Corp. 8,000 178,067 247,500 0.0698%
309 Dow Jones & Co. 4,500 158,494 241,594 0.0681%
310 Parker-Hannifin Corp 5,250 111,403 240,844 0.0679%
311 Amerada Hess Corp. 4,300 220,519 235,963 0.0665%
312 GPU Inc. 5,600 175,368 235,900 0.0665%
313 DTE Holdings Inc. Co. 6,800 215,678 235,875 0.0665%
314 Baltimore Gas & Elec 6,900 175,121 235,031 0.0663%
315 Dana Corp. 4,900 136,045 232,750 0.0656%
316 Hercules, Inc. 4,600 188,487 230,288 0.0649%
317 Sherwin-Williams Co. 8,100 153,026 224,775 0.0634%
318 Grainger (W.W), Inc. 2,300 155,465 223,531 0.0630%
319 Eastman Chemical Company 3,725 212,596 221,870 0.0626%
320 Block H&R, Inc. 4,900 178,114 219,581 0.0619%
321 Seagate Technology Inc. 11,400 354,134 219,450 0.0619%
322 Nordstrom, Inc. 3,600 140,938 217,350 0.0613%
323 Newmont Mining Corp. 7,347 305,981 215,818 0.0609%
324 Avery Dennison Corp. 4,800 102,935 214,800 0.0606%
325 Countrywide Cr Inds 5,000 166,388 214,375 0.0604%
326 Morton Int'l, Inc. 6,200 135,366 213,125 0.0601%
327 Allegheny Teledyne Inc. 8,227 143,292 212,874 0.0600%
328 Case Corp. 3,500 168,438 211,531 0.0596%
329 Reynolds Metals Co. 3,500 201,113 210,000 0.0592%
330 Laidlaw Inc. 15,400 157,958 209,825 0.0592%
331 Tricon Global 7,180 135,065 208,669 0.0588%
Restaurants
332 Knight-Rider, Inc. 4,000 129,518 208,000 0.0586%
333 Beneficial Corp. 2,500 112,890 207,813 0.0586%
334 Union Electric Co. 4,800 181,078 207,600 0.0585%
335 Autozone Inc. 7,100 188,430 205,900 0.0581%
336 Columbia Gas System 2,600 98,414 204,263 0.0576%
337 Champion International 4,500 180,044 203,906 0.0575%
338 Northern States Power 3,500 162,417 203,875 0.0575%
339 Providian Financial 4,400 89,649 198,825 0.0561%
340 Stanley Works 4,200 104,324 198,188 0.0559%
341 Nucor Corp. 4,100 0.0559%
$ 198,363 $ 198,081
342 National Semiconductor 7,600 151,705 197,125 0.0556%
Corp.
343 Paccar, Inc. 3,680 102,277 193,200 0.0545%
344 Tandy Corp. 5,000 106,000 192,813 0.0544%
345 Whirlpool Corp. 3,500 179,629 192,500 0.0543%
346 Western Atlas, Inc. 2,600 107,827 192,400 0.0542%
347 Mirage Resorts Inc. 8,400 216,976 191,100 0.0539%
348 Hasbro Inc 5,975 132,075 188,213 0.0531%
349 Ashland Inc. 3,500 125,344 187,906 0.0530%
350 Sigma-Aldrich 4,700 105,908 186,825 0.0527%
351 Johnson Controls 3,900 123,800 186,225 0.0525%
352 Frontier Corp. 7,700 172,610 185,281 0.0522%
353 P P & L Resources Inc. 7,700 186,479 184,319 0.0520%
354 Dillards, Inc. 5,200 184,774 183,300 0.0517%
355 Sonat, Inc. 4,000 138,570 183,000 0.0516%
356 Harcourt General, Inc. 3,300 128,540 180,675 0.0509%
357 Union Camp Corp. 3,300 163,703 177,169 0.0500%
358 Brown-Forman Corp. 3,200 112,783 176,800 0.0499%
359 Raychem Corp. 4,100 119,384 176,556 0.0498%
360 Rubbermaid, Inc. 7,000 205,888 175,000 0.0493%
361 Ikon Office Solutions 6,200 189,360 174,375 0.0492%
362 Phelps Dodge Corp. 2,800 169,340 174,300 0.0491%
363 ITT Industries 5,500 110,863 172,563 0.0487%
364 Black & Decker Corp. 4,400 130,895 171,875 0.0485%
365 Maytag Corp. 4,600 82,668 171,638 0.0484%
366 Anadarko Petroleum Corp. 2,800 187,615 169,925 0.0479%
367 Harris Corp. 3,700 105,249 169,738 0.0479%
368 Williamette Industries 5,200 172,188 167,375 0.0472%
369 Ecolab Inc. 3,000 81,813 166,316 0.0469%
370 Greentree Financial 6,300 214,753 164,981 0.0465%
371 Ceridian Corp. 3,600 129,118 164,925 0.0465%
372 Circuit City Group 4,600 123,420 163,588 0.0461%
373 Humana Inc. 7,700 196,923 159,775 0.0451%
374 Kla-Tencor Corporation 3,900 270,625 150,638 0.0425%
375 Westvaco Corp. 4,750 $ $ 0.0421%
130,713 149,328
376 Perkin-Elmer Corp. 2,100 98,016 149,231 0.0421%
377 Wendy's International 6,200 111,991 149,187 0.0421%
378 Apache Corp. 4,200 147,716 147,263 0.0415%
379 Pennzoil Co. 2,200 112,048 146,988 0.0414%
380 Pacific Enterprises 3,900 95,895 146,738 0.0414%
381 Freeport Mcmoran Copper 9,300 253,513 146,475 0.0413%
382 Fluor Corporation 3,900 212,233 145,763 0.0411%
383 Sun Company Inc. 3,400 94,826 143,013 0.0403%
384 Placer Dome, Inc. 11,200 226,708 142,100 0.0401%
385 Armstrong World Ind. 1,900 107,145 142,025 0.0400%
386 Temple-Inland, Inc. 2,700 136,191 141,244 0.0398%
387 Goodrich (B.F.) Company 3,400 113,056 140,888 0.0397%
388 Adobe Systems, Inc. 3,400 151,844 140,250 0.0395%
389 Brunswick Corp. 4,600 94,055 139,438 0.0393%
390 Kerr-Mcgee Corp. 2,200 124,148 139,288 0.0393%
391 Liz Claiborne, Inc. 3,300 110,276 137,981 0.0389%
392 Mead Corporation 4,900 120,488 137,200 0.0387%
393 American Greetings 3,500 95,363 136,938 0.0386%
Company
394 Deluxe Corp. 3,900 140,556 134,550 0.0379%
395 Biomet, Inc. 5,200 84,123 133,250 0.0376%
396 Inco, Ltd 7,800 235,396 132,600 0.0374%
397 DSC Communications 5,500 140,105 132,000 0.0372%
398 St. Jude Medical, Inc. 4,300 139,119 131,150 0.0370%
399 LSI Logic Corp 6,600 218,693 130,350 0.0368%
400 Mallinckrodt Group Inc. 3,400 121,808 129,200 0.0364%
401 Woolworth Corp. 6,300 135,384 128,362 0.0362%
402 Alza Corp Company 4,000 121,286 127,250 0.0359%
403 Great Lakes Chemical 2,800 183,440 125,650 0.0354%
404 USX-U.S Steel Group 4,000 130,969 125,000 0.0352%
405 Oryx Energy Co. 4,900 88,576 124,950 0.0352%
406 Snap-On, Inc. 2,850 79,112 124,331 0.0351%
407 Nextlevel Systems Inc. 6,900 127,126 123,338 0.0348%
408 Thomas & Betts Corp. 2,600 102,766 122,850 0.0346%
409 Pall Corp. 5,933 $ 0.0346%
$ 132,753 122,739
410 Nalco Chemical Co. 3,100 105,480 122,644 0.0346%
411 Whitman Corp. 4,700 87,998 122,494 0.0345%
412 Novell, Inc 16,300 304,603 122,250 0.0345%
413 Rowan Companies, Inc. 4,000 47,688 122,000 0.0344%
414 Advanced Micro Devices 6,600 154,861 118,388 0.0334%
415 Ryder System, Inc. 3,600 89,848 117,900 0.0332%
416 Supervalu, Inc. 2,800 88,371 117,250 0.0331%
417 Engelhard Corp. 6,700 129,547 116,413 0.0328%
418 USF&G Corp. 5,200 82,233 114,725 0.0323%
419 FMC Corp 1,700 116,673 114,431 0.0323%
420 Unisys Corp. 8,200 74,848 113,775 0.0321%
421 Cabletron Systems 7,400 228,554 111,000 0.0313%
422 Bemis, Inc. 2,500 70,345 110,156 0.0311%
423 Silicon Graphics, Inc 8,800 258,090 109,450 0.0309%
424 Raytheon Co. - CL. A 2,175 - 107,233 0.0302%
425 Cummins Engine Co. 1,800 75,034 106,313 0.0300%
426 US Surgical Corp. 3,600 131,180 105,525 0.0298%
427 Echlin Inc. 2,900 88,026 104,944 0.0296%
428 National SVC Industries 2,100 62,380 104,081 0.0293%
429 Mercantile Stores 1,700 76,098 103,488 0.0292%
Company
430 Manor Care, Inc. 2,950 55,535 103,250 0.0291%
431 Bausch & Lomb, Inc. 2,600 114,416 103,025 0.0290%
432 Polaroid Corp. 2,100 77,968 102,244 0.0288%
433 Andrew Corp. 4,230 92,794 101,520 0.0286%
434 General Signal Corp. 2,400 83,875 101,250 0.0285%
435 Allergan Inc. 3,000 90,744 100,688 0.0284%
436 The Timken Company 2,900 57,378 99,688 0.0281%
437 King World Production 1,700 60,173 98,175 0.0277%
438 Nicor, Inc. 2,300 60,620 97,031 0.0274%
439 Louisiana-Pacific 5,100 135,276 96,900 0.0273%
Company
440 Tektronix, Inc. 2,400 65,517 95,250 0.0269%
441 McDermott International 2,600 58,436 95,225 0.0268%
442 Giant Food, Inc. Cl. A 2,800 77,328 94,325 0.0266%
443 Crane Co. 2,150 $ 49,025 $ 93,256 0.0263%
444 Cooper Tire & Rubber 3,700 97,435 90,188 0.0254%
445 Dardan Restaurants 7,200 37,288 90,000 0.0254%
446 Meredith Corporation 2,500 44,593 89,219 0.0252%
447 Navistar International 3,580 62,740 88,829 0.0250%
448 Harrah's Entertainment 4,700 121,164 88,713 0.0250%
449 Centex Corp. 1,400 44,909 88,113 0.0248%
450 Caliber Systems 1,800 79,257 87,638 0.0247%
451 Fruit of the Loom Inc. 3,400 92,251 87,125 0.0246%
452 Owens Corning Com. 2,500 98,898 85,313 0.0241%
453 Bard (C.R), Inc. 2,700 81,029 84,544 0.0238%
454 Alberto-Culver Co. 2,600 40,820 83,363 0.0235%
455 Helmerich & Payne 1,200 51,679 81,450 0.0230%
456 Autodesk, Inc. 2,200 66,988 81,400 0.0230%
457 Harnishfeger Industries 2,300 72,328 81,219 0.0229%
458 Tupperware Corporation 2,900 132,633 80,838 0.0228%
459 Shared Medical System 1,200 48,863 79,200 0.0223%
460 Apple Computer Inc. 6,000 224,189 78,750 0.0222%
461 Boise Cascade Corp. 2,600 83,543 78,650 0.0222%
462 Worthington Industries 4,550 86,250 75,075 0.0212%
463 Reebok International 2,600 89,180 74,913 0.0211%
464 Safety-Kleen Corp. 2,700 51,916 74,081 0.0209%
465 Fleetwood Enterprise 1,700 40,121 72,144 0.0203%
466 Pep Boys - Manny, Moe & 3,000 82,013 71,625 0.0202%
Jack JackJJackJack
467 Niagara Mohawk Power 6,800 98,665 71,400 0.0201%
468 Millipore Corp. 2,000 57,329 67,875 0.0191%
469 Cyprus/Amax Minerals 4,400 110,221 67,650 0.0191%
470 Aeroquip-Vickers, Inc. 1,300 38,890 63,781 0.0180%
471 Peoples Energy Corp. 1,600 48,874 63,000 0.0178%
472 Battle Mountain Gold 10,700 88,041 62,863 0.0177%
473 Moore Corp., Ltd. 4,100 78,736 62,013 0.0175%
474 Homestake Mining 6,900 111,770 61,238 0.0173%
475 Oneok, Inc. 1,500 36,813 60,563 0.0171%
476 Scientific - Atlanta 3,600 58,340 60,300 0.0170%
477 Briggs & Stratton 1,200 $ 0.0164%
Company $ 41, 58,275
100
478 Longs Drug Stores, Inc. 1,800 35,350 57,825 0.0163%
479 Coors (Adolph) Class B 1,700 31,826 56,525 0.0159%
480 Potlatch Corp. 1,300 56,669 55,900 0.0158%
481 Great Atlantic & Pacific 1,800 49,451 53,438 0.0151%
482 Foster Wheeler Corp 1,900 68,070 51,419 0.0145%
483 Ball Corp. 1,400 41,353 49,438 0.0139%
484 Cincinnati Milacorn 1,900 43,539 49,281 0.0139%
485 Stone Container Corp. 4,610 78,349 48,117 0.0136%
486 Springs Industries 900 38,339 46,800 0.0132%
487 Bethlehem Steel Corp 5,300 79,849 45,713 0.0129%
488 Russell Corp. 1,700 51,910 45,156 0.0127%
489 Asarco, Inc. 2,000 56,950 44,875 0.0127%
490 E G & G, Inc. 2,100 42,530 43,706 0.0123%
491 NACCO Industries, Inc. 400 22,470 42,875 0.0121%
492 Pulte Corp. 1,000 27,675 41,813 0.0118%
493 Jostens, Inc. 1,800 42,638 41,513 0.0117%
494 Eastern Enterprises 900 28,501 40,500 0.0114%
495 Kaufman & Broad Home 1,800 28,184 40,388 0.0114%
496 Inland Steel Industries 2,300 59,134 39,388 0.0111%
497 Data General Corp. 2,200 38,548 38,363 0.0108%
498 Harland (John H) Co. 1,400 33,058 29,400 0.0083%
499 Armco, Inc. 5,000 29,871 24,688 0.0070%
500 Charming Shoppes 4,900 45,578 22,969 0.0065%
501 Echo Bay Mines, Ltd. 6,500 60,738 15,844 0.0045%
TOTALS $218,113,582 $354,657,439 100.0000%
6,494,377

(1) See Notes to Financial
Statements.
Statements.nts.

<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

NOTES TO FINANCIAL STATEMENTS

4. INCOME TAXES

As of December 31, 1997, net unrealized appreciation of
investments, based on cost for Federal income tax purposes,
aggregated $27,051,944, of which $30,756,058 related to
appreciated securities and $3,704,114 related to depreciated
securities. The cost of investment securities for Federal
income tax purposes was $70,476,872 at December 31, 1997.

D - 6
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

PORTFOLIO
AS OF DECEMBER 31, 1997

</TABLE>
<TABLE>
<CAPTION>
Percentage
Port- of Total
folio Market
No. Common Stocks Shares Cost (1) Value (1) Value
___ _____________ ______ ________ _________ _____
<S> <C> <C> <C> <C> <C>

1 Coca Cola Enterprises 41,600 $ 406,450 $ 1,479,400 1.50%
2 Franklin Res. Inc. 13,600 523,853 1,182,350 1.21%
3 Summit Bancorp 18,900 521,175 1,006,425 1.03%
4 America Online 11,100 591,438 989,981 1.02%
5 USA Waste Services 23,300 773,519 914,525 0.94%
6 AES Corporation 18,806 336,064 876,830 0.90%
7 Mercantile Bancorporation Inc. 13,975 473,503 859,462 0.88%
8 Northern Trust Corporation 12,000 324,024 837,000 0.86%
9 Aflac Inc. 14,737 410,206 753,429 0.77%
10 First Of America Bank Corporation 9,450 289,642 728,831 0.75%
11 Nextel Communications Inc. 27,800 593,996 722,800 0.74%
12 BMC Software Inc. 10,900 291,899 715,312 0.73%
13 Southtrust Corporation 10,750 289,669 681,953 0.70%
14 Crestar Financial Corporation 11,900 360,601 678,300 0.70%
15 Marshall & Ilsley Corporation 10,900 323,374 677,162 0.69%
16 Firstar Corporation 15,600 380,371 662,025 0.68%
17 Tosco Corporation 16,800 304,959 635,250 0.65%
18 Regions Financial Corporation 14,760 338,576 622,687 0.64%
19 Bear Stearns Co. Inc. 12,725 255,587 604,437 0.62%
20 Compuware Corp. 18,700 211,541 598,400 0.61%
21 ADC Telecomunications Inc. 14,200 255,183 592,850 0.61%
22 Paychex Inc. 11,670 228,083 590,794 0.61%
23 Kohl'S Corporation 8,400 274,600 572,250 0.59%
24 Provident Companies, Inc. 14,500 306,499 560,062 0.57%
25 Molex Inc. 16,928 316,426 543,812 0.56%
26 Union Planters Corporation 7,900 359,718 536,706 0.55%
27 Cadence Design Sys. Inc. 21,900 271,618 536,550 0.55%
28 New Century Energies, Inc. 11,180 367,588 535,941 0.55%
29 Washington Post 1,100 314,624 535,150 0.55%
30 Mckesson Corp. 4,900 262,198 530,119 0.54%
31 Transocean Offshore Inc. 10,900 332,711 525,244 0.54%
32 First Security Corporation 12,487 206,016 522,893 0.54%
33 Ensco International 15,300 223,031 512,550 0.53%
34 Solectron Corporation 12,300 294,697 511,219 0.52%
</TABLE>

D - 7

<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

PORTFOLIO
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Percentage
Port- of Total
folio Market
No. Common Stocks Shares Cost (1) Value (1) Value
___ _____________ ______ ________ _________ _____
<S> <C> <C> <C> <C> <C>

35 Paine Webber Group 14,250 $ 211,055 $ 492,516 0.50%
36 Staples Inc. 17,537 252,590 486,652 0.50%
37 Analog Devices Inc. 17,300 250,316 478,994 0.49%
38 Maxim Integrated Products 13,800 272,544 476,100 0.49%
39 Tyson Foods 23,200 385,229 475,600 0.49%
40 Linear Technology Corporation 8,100 266,532 466,763 0.48%
41 First Tennessee National Corp. 6,900 195,384 460,575 0.47%
42 CMS Energy Corporation 10,300 272,254 453,844 0.47%
43 Global Marine Inc. 18,500 176,550 453,250 0.46%
44 Harley Davidson Inc. 16,400 238,636 448,950 0.46%
45 Dollar General Corp. 12,282 182,421 445,222 0.46%
46 Health Management Associates 17,500 358,167 441,875 0.45%
47 Noble Drilling Corporation 14,200 263,774 434,875 0.45%
48 Leggett & Platt Inc. 10,300 255,320 431,312 0.44%
49 Allegheny Energy Inc. 13,200 346,749 429,000 0.44%
50 El Paso Natural Gas Co. 6,400 283,945 425,600 0.44%
51 Charter One Financial Inc. 6,735 403,285 425,147 0.44%
52 Florida Progress Corporation 10,450 328,012 410,162 0.42%
53 Cintas Corporation 10,500 236,097 409,500 0.42%
54 Edward A.G. Inc. 10,287 175,207 408,908 0.42%
55 Old Kent 10,300 328,905 408,137 0.42%
56 Office Depot Inc. 17,050 334,191 408,134 0.42%
57 Dime Bancorp Inc. 13,400 321,503 405,350 0.42%
58 IMC Global Inc. 12,200 414,958 399,550 0.41%
59 Consolidated Stores Corporation 9,075 236,396 398,733 0.41%
60 Danaher Corporation 6,300 188,059 397,687 0.41%
61 Teco Energy 14,100 322,766 396,562 0.41%
62 Promus Hotel Corporation 9,388 312,517 394,275 0.40%
63 Robert Half Internatioanl 9,800 293,988 392,000 0.40%
64 Network Associates, Inc. 7,400 359,770 391,275 0.40%
65 Capital One Financial 7,200 236,897 390,150 0.40%
66 T. Rowe Price Assoc. 6,200 208,471 389,825 0.40%
67 Pinnacle West Cap. Corporation 9,100 219,824 385,612 0.40%
68 Stryker Corporation 10,300 233,852 383,675 0.39%
</TABLE>

D - 8
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

69 Hillenbrand Industries Inc. 7,400 $ 347,009 $ 378,788 0.39%
70 Diebold Inc. 7,468 177,117 378,067 0.39%
71 AH Bello Corporation 6,700 238,076 376,037 0.39%
72 Sterling Commerce Inc. 9,611 236,577 369,423 0.38%
73 Vulcan Material Co. 3,600 225,583 367,650 0.38%
74 Kansas City Southern Industries Inc. 11,500 159,302 365,125 0.37%
75 Storage Technology 5,800 200,106 359,237 0.37%
76 Tidewater Inc. 6,500 209,675 358,312 0.37%
77 Southern New England Telecomm. Corp. 7,100 261,164 357,219 0.37%
78 Hubbell Inc. Class B 7,240 244,766 357,022 0.37%
79 Sonoco Products Co. 10,250 262,209 355,547 0.36%
80 Wisconsin Energy 12,200 330,012 350,750 0.36%
81 Old Republic International 9,400 340,405 349,562 0.36%
82 AMBAC Financial Group 7,500 253,836 345,000 0.35%
83 Scana Corporation 11,500 273,507 344,281 0.35%
84 Arrow Electronics Inc. 10,600 229,733 343,837 0.35%
85 Fred Meyer, Inc. 9,400 193,729 341,925 0.35%
86 Nabors Inds. Inc. 10,800 154,994 339,525 0.35%
87 TCF Financial Corporation 10,000 335,900 339,375 0.35%
88 MCN Energy Group Inc. 8,400 185,307 339,150 0.35%
89 Solutia Inc. 12,700 266,328 338,931 0.35%
90 Nipsco Inds. Inc. 6,800 230,880 336,175 0.34%
91 Potomac Electric Power Company 12,800 308,113 330,400 0.34%
92 Sundstrand Corporation 6,500 192,374 327,437 0.34%
93 Century Telephone Enterprises 6,550 198,530 326,272 0.33%
94 Starbucks Coffee 8,500 258,145 326,187 0.33%
95 Chiron Corporation 18,800 349,044 319,600 0.33%
96 Corrections Corporation 8,600 367,245 318,737 0.33%
97 Altera Corporation 9,600 205,925 318,000 0.33%
98 International Game Technology 12,400 251,068 313,100 0.32%
99 Manpower Inc. 8,800 300,953 310,200 0.32%
100 Pioneer Natural Resources Co. 10,700 320,853 309,631 0.32%
101 NCR Corporation 11,000 368,932 305,937 0.31%
102 Watson Pharmaceuticals 9,400 214,343 304,912 0.31%
</TABLE>

D - 9
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

103 CompUSA Inc. 9,800 $ 311,666 $ 303,800 0.31%
104 U.S. Filter Corporation 10,100 332,509 302,369 0.31%
105 Ultramar Diamond Shamrock Corp. 9,462 292,671 301,601 0.31%
106 Mercantile Bankshare Corporation 7,700 138,564 301,262 0.31%
107 New England Electric Systems 7,000 256,456 299,250 0.31%
108 Telephone & Data 6,400 263,144 298,000 0.31%
109 Associated Banc. Corp. 5,400 264,375 297,675 0.31%
110 Dole Food Inc. 6,500 205,931 297,375 0.30%
111 Avnet, Inc. 4,500 198,670 297,000 0.30%
112 Lexmark Intl. Group Inc. 7,800 228,799 296,400 0.30%
113 General Nutrition Inc. 8,700 263,868 295,800 0.30%
114 Interstate Bakeries 7,900 191,569 295,262 0.30%
115 LCI International, Inc. 9,600 230,657 295,200 0.30%
116 B J Svcs. Co. 4,100 141,383 294,944 0.30%
117 Foundation Health Systems Inc. 13,100 369,285 293,112 0.30%
118 Biogen Inc. 8,000 207,782 291,000 0.30%
119 Sungard Data Systems Inc. 9,300 220,481 288,300 0.30%
120 The Finova Group, Inc. 5,800 244,733 288,187 0.30%
121 Teradyne, Inc. 9,000 192,981 288,000 0.30%
122 Litton Industries Inc. 5,000 205,804 287,500 0.29%
123 First Virginia Banks Inc. 5,550 164,473 286,866 0.29%
124 Bed Bath & Beyond 7,400 168,113 284,900 0.29%
125 Quantum Corporation 14,200 185,735 284,887 0.29%
126 Sealed Air Corporation 4,600 117,216 284,050 0.29%
127 SCI Systems Inc. 6,400 204,746 278,800 0.29%
128 Xilinx, Inc. 7,900 217,761 276,994 0.28%
129 Mylan Labs 13,150 250,917 275,328 0.28%
130 Fiserv Inc. 5,600 164,866 275,100 0.28%
131 Puget Sound Energy, Inc. 9,100 228,141 274,706 0.28%
132 Miller Herman Inc. 5,000 90,432 272,812 0.28%
133 Family Dlr. Stores Inc. 9,250 119,185 271,141 0.28%
134 Unifi, Inc. 6,650 190,323 270,572 0.28%
135 Hormel (Geo A) & Co. 8,200 224,344 268,550 0.28%
136 Payless Shoesource 4,000 141,594 268,500 0.28%
</TABLE>

D - 10
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

137 Mapco Incorporated 5,800 $ 165,473 $ 268,250 0.28%
138 Omnicare, Inc. 8,600 241,370 266,600 0.27%
139 Comdisco Inc. 7,972 108,430 266,564 0.27%
140 Transatlantic Holdingds 3,700 164,438 264,550 0.27%
141 360 Degree Communications 13,100 293,234 264,456 0.27%
142 US Office Products Co. 13,450 283,528 263,956 0.27%
143 Smith International Inc. 4,300 103,884 263,913 0.27%
144 Hibernia Bancorp 13,900 147,035 261,494 0.27%
145 The PMI Group Inc. 3,600 185,381 260,325 0.27%
146 Murphy Oil Corporation 4,800 187,070 260,100 0.27%
147 New York State Electric & Gas Co. 7,300 200,410 259,150 0.27%
148 Weatherford Enterra, Inc. 5,912 182,669 258,650 0.27%
149 Consolidated Paper Inc. 4,800 236,950 256,200 0.26%
150 Dean Foods Co. 4,300 130,779 255,850 0.26%
151 American Financial Group Hldg. 6,300 187,138 253,969 0.26%
152 Olin Corp Com Par $1 5,400 174,913 253,125 0.26%
153 Witco Corp. 6,200 188,497 253,037 0.26%
154 Calenergy 8,700 232,288 250,125 0.26%
155 Centocor Inc. 7,500 178,500 249,375 0.26%
156 Sybron International Corporation 5,200 213,330 244,075 0.25%
157 Synopsys Inc. 6,800 301,588 243,100 0.25%
158 American Power Conversion Corp. 10,200 170,060 240,975 0.25%
159 Jones Apparel Group 5,600 134,931 240,800 0.25%
160 Barnes & Noble 7,200 172,366 240,300 0.25%
161 Midamerican Energy Co. 10,900 166,922 239,800 0.25%
162 Pacificare Health Sys-B Inc. 4,556 323,871 238,620 0.24%
163 Stewart Enterprises, Inc. 5,100 220,066 237,787 0.24%
164 OGE Energy Corporation 4,300 161,262 235,156 0.24%
165 Electronic Arts 6,200 184,566 234,437 0.24%
166 American Water Works 8,500 165,673 232,156 0.24%
167 Bergen Brunswig Corporation 5,475 107,025 230,634 0.24%
168 Genzyme Corp. General 8,300 198,267 230,325 0.24%
169 Clayton Homes Inc. 12,731 155,091 229,158 0.23%
170 Lubizol Corporation 6,200 195,783 228,625 0.23%

</TABLE>

D - 11
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

171 Harsco Corporation 5,300 $ 143,557 $ 228,562 0.23%
172 Callaway Golf Co. 8,000 181,434 228,500 0.23%
173 Lyondell Petrochemical 8,600 215,165 227,900 0.23%
174 Dial Corporation 10,900 148,550 226,856 0.23%
175 Mc Cormick & Co. Inc. 8,100 194,556 226,800 0.23%
176 Illinois Central 6,625 158,131 225,664 0.23%
177 Cytec Ind. Inc. 4,800 192,879 225,300 0.23%
178 Utilicorp United 5,800 165,006 225,112 0.23%
179 Georgia Pacific Timber Group 9,900 249,777 224,606 0.23%
180 Wilmington Trust 3,600 115,001 224,550 0.23%
181 Allegiance Corporation 6,200 172,051 219,712 0.23%
182 Cracker Barrel Old Country Store Inc. 6,550 165,185 218,606 0.22%
183 Forest Laboratories Inc. 4,400 190,061 216,975 0.22%
184 Noble Affiliates Inc. 6,100 183,937 215,025 0.22%
185 Pacific Century Financial Corp. 8,600 153,495 212,850 0.22%
186 Illinova Corporation 7,900 192,609 212,806 0.22%
187 Crompton Knowles Corporation 7,900 147,662 209,350 0.21%
188 Circus Circus Enterprises Inc. 10,200 323,610 209,100 0.21%
189 Quorem Health Group 8,000 202,720 209,000 0.21%
190 Trinity Industries 4,650 132,782 207,506 0.21%
191 IBP Inc. 9,900 182,200 207,281 0.21%
192 Cabot Corporation 7,400 137,181 204,425 0.21%
193 Ipalco Enterprises 4,800 119,449 201,300 0.21%
194 Viad Corporation 10,400 156,821 200,850 0.21%
195 Keyspan Energy Corporation 5,450 142,485 200,628 0.21%
196 Alumax, Inc. 5,900 170,120 200,600 0.21%
197 Hannaford Bros. Co. 4,600 124,196 199,812 0.20%
198 National Fuel Gas Co. 4,100 137,752 199,619 0.20%
199 Atmel Corporation 10,700 264,648 198,619 0.20%
200 Kansas City Power & Light Co. 6,700 164,893 198,069 0.20%
201 Questar Corporation 4,400 141,372 196,350 0.20%
202 Viking Office Products 9,000 246,827 196,312 0.20%
203 Agco Corporation 6,700 214,490 195,975 0.20%
204 Ucar International, Inc. 4,900 226,068 195,694 0.20%

</TABLE>

D - 12
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

205 Flowers Industries Inc. 9,450 $ 95,170 $ 194,316 0.20%
206 Premark International Inc. 6,700 216,958 194,300 0.20%
207 Health Care & Retirement 4,800 110,330 193,200 0.20%
208 CNF Transportation Inc. 5,000 127,494 191,875 0.20%
209 Bowater Inc. 4,300 145,884 191,081 0.20%
210 Officemax Inc. 13,300 197,880 189,525 0.19%
211 Betzdearborn Inc. 3,100 164,001 189,294 0.19%
212 Hon Inds. Inc. 3,200 90,463 188,800 0.19%
213 Gatx Corporation 2,600 113,338 188,662 0.19%
214 Montana Power Company 5,900 142,710 187,694 0.19%
215 City National Corporation 5,000 65,517 184,687 0.19%
216 Vencor Inc. 7,500 266,853 183,281 0.19%
217 Martin Marietta Materials 5,000 176,777 182,813 0.19%
218 Valero Refining & Marketing Co. 5,800 106,868 182,338 0.19%
219 York International 4,600 201,131 181,988 0.19%
220 Warnaco Group, Inc. 5,800 152,234 181,975 0.19%
221 Chris Craft Industries Inc. 3,447 126,266 180,321 0.18%
222 Healthcare Compare Corporation 3,500 153,482 178,938 0.18%
223 Wallace Computer 4,600 96,715 178,825 0.18%
224 LG & E Energy 7,200 140,949 178,200 0.18%
225 Pittston Brink'S Group 4,400 115,415 177,100 0.18%
226 Dentsply Intl. Inc. 5,800 114,675 176,900 0.18%
227 Lancaster Colony Corporation 3,110 106,371 175,326 0.18%
228 Best Buy Inc. 4,700 98,828 173,313 0.18%
229 Shaw Industries Inc. 14,500 28,338 168,563 0.17%
230 Airborne Freight Corporation 2,700 87,390 167,738 0.17%
231 Varian Associates 3,300 138,105 166,856 0.17%
232 Northeast Utilities 14,000 302,794 165,375 0.17%
233 Vishay Intertechnology 6,925 235,051 163,603 0.17%
234 Thiokol Corporation 2,000 63,210 162,500 0.17%
235 RPM, Inc. 10,575 130,758 161,269 0.17%
236 Symbol Technologies 4,250 96,194 160,438 0.16%
237 Southdown Incorporated 2,700 74,047 159,300 0.16%
238 Scherer (R.P.) 2,600 124,533 158,600 0.16%
</TABLE>

D - 13
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

239 Meritor Automotive 7,500 $ 177,475 $ 157,969 0.16%
240 Fastenal Company 4,100 172,240 156,825 0.16%
241 Minnesota Power And Light Co. 3,600 109,874 156,825 0.16%
242 Precision Castparts Corporation 2,600 104,529 156,813 0.16%
243 Reynolds & Reynolds Company 8,500 116,515 156,719 0.16%
244 Universal Corporation 3,800 102,756 156,275 0.16%
245 Beverly Enterprises 11,900 150,084 154,700 0.16%
246 Federal-Mogul Corporation 3,800 92,055 153,900 0.16%
247 Delmarva Power & Light Co. 6,600 140,560 152,213 0.16%
248 Ogden Corporation 5,400 104,109 152,213 0.16%
249 Acnielson Corporation 6,200 101,189 151,125 0.15%
250 Mark IV Industries Inc. 6,905 121,745 151,047 0.15%
251 Teleflex 4,000 85,816 151,000 0.15%
252 Idaho Power Company 4,000 114,009 150,500 0.15%
253 Lee Enterprises Inc. 5,000 99,894 147,813 0.15%
254 Pentair Inc. 4,100 97,022 147,344 0.15%
255 Outback Steakhouse 5,100 147,369 146,625 0.15%
256 Varco International 6,800 41,556 145,775 0.15%
257 Washington Gas Light 4,700 96,287 145,406 0.15%
258 Kennametal Inc. 2,800 80,776 145,075 0.15%
259 Gtech Holdings Corporation 4,500 142,119 143,719 0.15%
260 Nevada Power Company 5,400 116,206 143,438 0.15%
261 Albemarle Corporation 6,000 100,806 143,250 0.15%
262 Seagull Energy Corporation 6,800 141,735 140,250 0.14%
263 Policy Management Systems Corp. 2,000 106,620 139,125 0.14%
264 Hawaiian Electric Ind Inc. 3,400 123,052 138,975 0.14%
265 Hanna (M.A.) Co. 5,500 93,279 138,875 0.14%
266 Concentra Managed Care Inc. 4,100 135,432 138,375 0.14%
267 Carlisle Companies Inc. 3,200 67,778 136,800 0.14%
268 Culligan Water Technologies 2,700 135,378 135,675 0.14%
269 Borg-Warner Automotive, Inc. 2,600 147,531 135,200 0.14%
270 Alexander & Baldwin Inc. 4,900 121,064 133,831 0.14%
271 Tiffany & Co. 3,700 93,969 133,431 0.14%
272 Oxford Health Plans 8,500 510,376 132,281 0.14%
</TABLE>

D - 14
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

273 Rayonier Inc. 3,100 $ 107,197 $ 131,944 0.14%
274 BJ'S Wholesale Club 4,200 122,011 131,775 0.14%
275 Symantec Corporation 6,000 111,823 131,625 0.13%
276 Olsten Corporation 8,750 216,006 131,250 0.13%
277 Sensormatic Electronics Corp. 7,950 186,831 130,678 0.13%
278 Wisconsin Central Transport 5,500 174,895 128,563 0.13%
279 Comsat Corporation 5,300 107,433 128,525 0.13%
280 AGL Resources 6,200 115,356 126,713 0.13%
281 Covance Inc. 6,300 126,343 125,213 0.13%
282 Wausau-Mosinee Paper Corporation 6,188 120,563 124,534 0.13%
283 TCA Cable TV 2,700 74,552 124,200 0.13%
284 Beckman Instrs Inc. 3,100 95,302 124,000 0.13%
285 Kelly Services Inc. 4,100 123,828 123,000 0.13%
286 Houghton Miffin Company 3,200 72,048 122,800 0.13%
287 Lands' End Inc. 3,500 64,464 122,719 0.13%
288 Aliant Communications 3,900 64,322 122,363 0.13%
289 Donaldson Co. Inc. 2,700 64,569 121,669 0.12%
290 Flowserve Corporation 4,350 118,341 121,528 0.12%
291 HSB Group, Inc. 2,200 112,365 121,413 0.12%
292 Media General Inc. 2,900 83,087 121,256 0.12%
293 Atlantic Energy Inc. 5,700 115,967 120,769 0.12%
294 Universal Foods 2,800 96,637 118,300 0.12%
295 Kaydon Corporation 3,600 61,337 117,450 0.12%
296 Tecumseh Product 2,400 129,713 117,000 0.12%
297 First Brand Corporation 4,300 85,114 115,831 0.12%
298 Brinker Intl. Inc. 7,025 129,435 112,400 0.12%
299 Mac Frugals Bargains Close Outs Inc. 2,700 50,404 111,038 0.11%
300 Sotheby'S Holdings Inc. 6,000 85,448 111,000 0.11%
301 Georgia Gulf Corporation 3,600 96,916 110,250 0.11%
302 Gencorp Inc. 4,400 71,955 110,000 0.11%
303 Perrigo Co. 8,200 180,234 109,675 0.11%
304 WPL Holdings 3,300 101,443 109,313 0.11%
305 Modine Manufacturing Co. 3,200 80,716 109,200 0.11%
306 Minerals Technologies 2,400 79,775 109,050 0.11%
</TABLE>

D - 15
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

307 Fingerhut Cos. Inc. 5,100 $ 111,677 $ 109,013 0.11%
308 Dexter Corporation 2,500 68,097 107,969 0.11%
309 Standard Register Co. 3,100 72,533 107,725 0.11%
310 Public Service Co. 4,500 65,618 106,594 0.11%
311 Airgas Inc. 7,600 170,558 106,400 0.11%
312 Federal Signal Corporation 4,900 101,649 105,963 0.11%
313 AK Steel Holding Corporation 5,900 126,972 104,356 0.11%
314 Unisource Worldwide Inc. 7,200 142,032 102,600 0.11%
315 Claires Stores Inc. 5,275 46,800 102,533 0.11%
316 Parker Drilling Co. 8,400 59,488 102,375 0.10%
317 Ferro Corporation 4,175 79,840 101,505 0.10%
318 Nine West Group 3,900 137,174 101,156 0.10%
319 Carpenter Technology 2,100 71,454 100,931 0.10%
320 Bob Evans Farms Inc. 4,500 83,186 99,563 0.10%
321 Schulman A Inc. 3,950 96,900 99,244 0.10%
322 Ametek 3,600 54,123 97,200 0.10%
323 Newport News Shipbuilding 3,800 63,713 96,663 0.10%
324 Ranger Oil Ltd. 13,800 101,487 94,875 0.10%
325 Stratus Computer 2,500 84,471 94,531 0.10%
326 Stewart & Stevenson 3,600 117,727 91,800 0.09%
327 ASA Hldgs Inc. 3,200 79,989 91,000 0.09%
328 Burlington Inds. Inc. 6,500 71,377 89,781 0.09%
329 Ivax Corp. 13,300 305,151 89,775 0.09%
330 Ruddick Corporation 5,100 57,056 88,931 0.09%
331 JP Foodservice 2,400 83,808 88,650 0.09%
332 Novacare Inc. 6,700 90,616 87,519 0.09%
333 Nordson Corporation 1,900 99,838 87,163 0.09%
334 Arvin Industries Inc. 2,600 72,483 86,613 0.09%
335 Longview Fibre Co. 5,700 99,954 86,569 0.09%
336 Banta Corporation 3,200 71,830 86,400 0.09%
337 Carter Wallace Inc. 5,100 111,008 86,063 0.09%
338 Sequent Computer Systems Inc. 4,300 82,946 86,000 0.09%
339 Chesapeake Corp. 2,500 66,660 85,938 0.09%
340 Glatfelter Ph & Company 4,600 83,425 85,675 0.09%
</TABLE>

D - 16
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

341 Overseas Shipholding Group Inc. 3,900 $ 74,835 $ 85,069 0.09%
342 Lance Inc. 3,200 65,777 84,200 0.09%
343 Cypress Semiconducter Corporation 9,800 114,956 83,300 0.09%
344 Integrated Device Tech. 8,800 165,659 83,050 0.09%
345 Watts Industries 2,900 65,050 82,106 0.08%
346 Structural Dynamic 3,600 66,506 81,000 0.08%
347 Superior Industries 3,000 85,659 80,438 0.08%
348 Informix Corporation 16,700 303,154 79,325 0.08%
349 Indiana Energy Inc. 2,400 51,756 79,050 0.08%
350 Lone Star Steakhouse 4,500 156,486 78,750 0.08%
351 Central La Elec. Inc. 2,400 60,825 77,700 0.08%
352 Cirrus Logic Inc. 7,200 148,620 76,500 0.08%
353 Albany Intl. Corporation 3,300 63,930 75,900 0.08%
354 Heilg-Meyers Co. 6,275 124,961 75,300 0.08%
355 Hunt Jb Trans Svcs Inc. 4,000 83,259 75,000 0.08%
356 Fuller (H.B.) Co. 1,500 61,138 74,250 0.08%
357 Rollins, Inc. 3,650 84,391 74,141 0.08%
358 Apria Healthcare Group 5,500 143,351 73,906 0.08%
359 J M Smucker Co. 3,100 74,695 73,238 0.08%
360 Imation Corporation 4,500 106,420 72,000 0.07%
361 Sequa Corporation 1,100 37,656 71,569 0.07%
362 Jacobs Engr. Group Inc. 2,800 72,147 71,050 0.07%
363 Ethyl Corporation 9,200 98,558 70,725 0.07%
364 Dreyers Grand Ice Cream Inc. 2,900 40,362 69,963 0.07%
365 Calmat Co. 2,500 51,458 69,688 0.07%
366 ATL Ultrasound, Inc. 1,500 36,827 69,000 0.07%
367 Mentor Graphics Corporation 7,100 90,829 68,781 0.07%
368 Magnetek Inc. 3,400 57,884 66,300 0.07%
369 Wellman, Inc. 3,400 76,596 66,300 0.07%
370 International Dairy Queen 2,400 47,576 64,275 0.07%
371 Scholastic Corporation 1,700 106,401 63,750 0.07%
372 OEA Inc. 2,200 66,221 63,663 0.07%
373 Alaska Air Group, Inc. 1,600 30,002 62,000 0.06%
374 Oregon Steel Mills Inc. 2,800 55,873 59,675 0.06%
</TABLE>

D - 17
<PAGE>

DEFINED ASSET FUNDS - EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST

375 Church & Dwight Co. 2,100 $ 55,889 $ 58,931 0.06%
376 Sbarro Inc. 2,200 51,640 57,888 0.06%
377 International Multifoods Corp. 2,000 46,137 56,625 0.06%
378 Black Hills Inc. 1,600 40,360 56,400 0.06%
379 Vanguard Cellular 4,400 86,988 56,100 0.06%
380 Quaker State Corporation 3,900 53,931 55,575 0.06%
381 Cleveland Cliffs Inc. 1,200 46,371 54,975 0.06%
382 Central Maine Power Co. 3,600 65,238 54,900 0.06%
383 Lawter International 5,000 63,974 54,375 0.06%
384 Acuson Common 3,200 55,563 53,000 0.05%
385 Micro Warehouse, Inc. 3,800 153,151 52,963 0.05%
386 NCH Corporation 800 49,129 52,400 0.05%
387 Medaphis Corporation 8,000 326,515 52,000 0.05%
388 Stanhome Inc. 1,900 59,989 48,806 0.05%
389 Arnold Inds. 2,800 48,277 48,300 0.05%
390 Calgon Carbon Corporation 4,400 65,324 47,300 0.05%
391 Buffets Inc. 5,000 66,907 46,875 0.05%
392 Granite Construction Inc. 2,000 33,245 46,000 0.05%
393 Brush Wellman Inc. 1,800 31,387 44,100 0.05%
394 Datascope Corporation 1,700 38,376 43,988 0.05%
395 Diagnostic Products 1,500 44,376 41,625 0.04%
396 Information Res. Inc. 3,100 69,189 41,463 0.04%
397 Gibson Greetings Inc. 1,800 34,678 39,375 0.04%
398 Maxxam Inc. 900 32,472 39,263 0.04%
399 Lawson Products Inc. 1,200 30,752 35,700 0.04%
400 Service Merchandise Inc. 11,000 91,217 23,375 0.02%
__________ _____________ _____________ __________
2,858,224 $70,476,872 $97,528,816 100.000%
========== ============= ============= ==========
</TABLE>
NOTE:
(1) See Notes to Financial Statements.

D - 18

<PAGE>
AUTHORIZATION FOR REINVESTMENT
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND
INDEX SERIES, S&P 500 TRUST 2
/ / Yes, I want to participate in the Fund's Reinvestment Plan and purchase
additional Units of the Fund each month.
I hereby acknowledge receipt of the Prospectus for Defined Asset
Funds--Equity Investor Fund, Index Series, S&P 500 Trust 2 and authorize The
Chase Manhattan Bank to pay distributions on my Units as indicated below
(distributions to be reinvested will be paid for my account to The Chase
Manhattan Bank).

Income distributions
(check one): / / in cash / / reinvested
Capital
distributions (check
one): / / in cash / / reinvested

Please print or type

Name Registered Holder
Address
Registered Holder
(Two signatures required if
joint tenancy)
City State Zip Code

This page is a self-mailer. Please complete the information above, cut
along the dotted line, fold along the lines on the reverse side, tape, and mail
with the Trustee's address displayed on the outside.

12345678
<PAGE>

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 644, NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
THE CHASE MANHATTAN BANK (EIF) UNITED STATES
RETAIL PROCESSING DEPARTMENT
BOWLING GREEN STATION
P.O. BOX 5179
NEW YORK, N.Y. 10274-5179

- --------------------------------------------------------------------------------
(Fold along this line.)

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<PAGE>
AUTHORIZATION FOR REINVESTMENT
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND
INDEX SERIES, S&P MIDCAP TRUST
/ / Yes, I want to participate in the Fund's Reinvestment Plan and purchase
additional Units of the Fund each month.
I hereby acknowledge receipt of the Prospectus for Defined Asset
Funds--Equity Investor Fund, Index Series, S&P MidCap Trust and authorize The
Bank of New York to pay distributions on my Units as indicated below
(distributions to be reinvested will be paid for my account to The Bank of New
York).

Income distributions
(check one): / / in cash / / reinvested
Capital
distributions (check
one): / / in cash / / reinvested

Please print or type

Name Registered Holder
Address
Registered Holder
(Two signatures required if
joint tenancy)
City State Zip Code

12345678
<PAGE>

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 1313 NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND UNITED STATES
INDEX SERIES, S&P MIDCAP TRUST
THE BANK OF NEW YORK
UNIT INVESTMENT TRUST DEPARTMENT
P.O. BOX 974
WALL STREET STATION
NEW YORK, N.Y. 10268-0974

- --------------------------------------------------------------------------------
(Fold along this line.)

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

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 1313 NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
DEFINED ASSET FUNDS--EQUITY INVESTOR FUND UNITED STATES
INDEX SERIES, S&P 500 TRUST 2
THE BANK OF NEW YORK
UNIT INVESTMENT TRUST DEPARTMENT
P.O. BOX 974
WALL STREET STATION
NEW YORK, N.Y. 10268-0974

- --------------------------------------------------------------------------------
(Fold along this line.)

- --------------------------------------------------------------------------------
(Fold along this line.)
<PAGE>

DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INCOME FUND
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF PART A OF THE PROSPECTUS.

INDEX

PAGE
---------
FUND DESCRIPTION..................................................... 1
RISK FACTORS......................................................... 2
HOW TO BUY UNITS..................................................... 6
HOW TO SELL UNITS.................................................... 7
INCOME, DISTRIBUTIONS AND REINVESTMENT............................... 8
FUND EXPENSES........................................................ 8
TAXES................................................................ 9
RECORDS AND REPORTS.................................................. 11
TRUST INDENTURE...................................................... 11
MISCELLANEOUS........................................................ 12
EXCHANGE OPTION...................................................... 14
SUPPLEMENTAL INFORMATION............................................. 14

FUND DESCRIPTION

PORTFOLIO SELECTION

Professional buyers and research analysts for Defined Asset Funds, with
access to extensive research, selected the Securities for the Portfolio after
considering the Fund's investment objective as well as the quality of the
stocks, the dividend payment record of the issuers and the prices of the stocks.
The yield and price of stocks of the type deposited in the Fund are dependent on
a variety of factors, including money market conditions, general conditions of
the corporate bond and equity markets, size of a particular offering and capital
structure of the issuer. While it may not be likely that dividends on any stocks
would be omitted, of course no assurances can be given since earnings available
for dividends, regardless of the size of the company, are subject to numerous
events which are often beyond the issuer's control.

Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. Of course, the Portfolio will change somewhat over
time, as Securities are purchased upon creation of additional Units, as
securities are sold to meet Unit redemptions or in other limited circumstances.

PORTFOLIO SUPERVISION

1
<PAGE>

issuer, the institution of legal proceedings against the issuer, a decline in
the price or the occurrence of other market or credit factors that might
otherwise make retention of the Security detrimental to the interest of
investors or if the disposition of these Securities is necessary in order to
enable the Fund to make distributions of the Fund's capital gain net income or
desirable in order to maintain the qualification of the Fund as a regulated
investment company under the Internal Revenue Code. Securities can also be sold
to meet redemption of Units. In Funds organized as regulated investment
companies, the Sponsors are also authorized to direct the reinvestment of the
proceeds of the sale of Securities, as well as moneys held to cover the purchase
of Securities pursuant to contracts which have failed, in additional Securities.

RISK FACTORS

An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
stock market worsens. In addition, holders of common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. Common stocks in
general may be especially susceptible to general stock market movements and to
volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. The
Sponsors cannot predict the direction or scope of any of these factors.

A Portfolio may be concentrated in one or more of the following categories.
Concentration may involve additional risk because of the decreased
diversification of economic, financial and market risks. Set forth below is a
brief description of certain risks associated with certain of the Securities.
Additional information is contained in the Information Supplement which is
available from the Trustee at no charge to the investor.

CONSUMER PRODUCTS COMPANIES

Risk factors include cyclicality of revenues and earnings, changing
consumer demands, regulatory restrictions, products liability litigation and
other litigation resulting from accidents, extensive competition (including that
of low-cost foreign companies), unfunded pension fund liabilities, employee and
retiree benefit costs and financial deterioration resulting from leveraged
buy-outs, takeovers or acquisitions. In general, expenditures on consumer
products will be affected by the economic health of consumers. A continuing weak
economy with its consequent effect on consumer spending would have an adverse
effect on the industry.

HEALTH CARE

Companies in the health care industry face several risks. Most health care
companies are extensively regulated. All are subject to extreme cost-containment
pressures. As a result they cannot readily raise the prices of their products
and services, and may experience price declines. Most are subject to intense
competition and are required to spend large amounts of capital to keep pace with
technological innovation. Many of the companies also face product obsolescence,
the threat of product liability suits and expensive liability insurance. In
addition, issuers in the health care industry will be affected by health reform
legislation. Proposed federal legislation would significantly reduce Medicare
and Medicaid payments to providers and impose stringent cost controls that would
affect insurance premiums and fees paid to providers; it is impossible to
predict what reforms may be adopted or when reforms might be implemented at the
federal or state level.

MANUFACTURING COMPANIES

Growth in the manufacturing industry is closely linked to expansion in the
domestic and global economies. Since the U.S. government and many state, local
and foreign governments now have a budget deficit, financial expenditures by
these entities on capital improvements may be extremely limited. The lack of
funds allocated by public entities to capital improvement projects may adversely
affect manufacturers engaged in the production of industrial materials used for
capital improvements or for the upgrade of the infrastructure. Cutbacks in
defense spending have adversely impacted many of the companies engaged in the
aerospace and arms/defense sectors of the manufacturing industry. Environmental
and safety issues increasingly affect the manufacturing industry.

2
<PAGE>
Issuers may experience decreases in profitability as legislative mandates impose
costs associated with compliance with environmental regulations and
manufacturing more environmentally sound and safer equipment. Furthermore, the
cost of product liability insurance and the inability of some manufacturing
companies to obtain this insurance may have an adverse impact on the industry.
The long-term outlook is largely dependent upon the growth and competitiveness
of the U.S. manufacturing base. Increased consolidation and merger activity
increases competitiveness in general but individual companies may experience
severe financial problems due to this increased competitiveness. Strong
competition from foreign nations, particularly those with lower labor costs,
will severely impact the profitability of the U.S. manufacturing business.

REAL ESTATE COMPANIES

Investment in securities issued by real estate companies should be made
with an understanding of the many factors which may have an adverse impact on
the credit quality of the particular company or industry. These include economic
recession, competitive overbuilding, unusually adverse weather conditions,
changing demographics, changes in government regulations (including tax laws and
environmental, building zoning and sales regulation by various federal, state
and local authorities), increases in real estate taxes or costs of material and
labor, the inability to secure performance guarantees as required and the
unavailability of construction financing or mortgage loans at rates acceptable
to builders and home buyers. Variations in rental income and space availability
and vacancy rates in terms of supply and demand are additional factors affecting
real estate generally and Real Estate Investment Trusts (REITs) in particular.
Performance by individual REITs is dependent on the types of real estate
investments held. For example, the effect of interest rate fluctuations on
mortgage REITs is greater than on equity REITs and the nature of the underlying
assets of a mortgage REIT may be considered less tangible than that of an equity
REIT. In addition, equity REITs may be affected by changes in the value of the
underlying property they own, while mortgage REITs may be affected by the
quality of credit extended.

TECHNOLOGY COMPANIES

Technology companies, such as semiconductor, computer and electronics
manufacturing companies, are rapidly developing and highly competitive, both
domestically and internationally, and tend to be relatively volatile as compared
to other types of investments. Certain of these companies may be smaller and
less seasoned companies with limited product lines, markets or financial
resources and limited management or marketing personnel. These companies are
characterized by a high degree of investment to maintain competitiveness and are
affected by worldwide scientific and technological developments (and resulting
product obsolescence) as well as government regulation, increase in material or
labor costs, changes in distribution channels and the need to manage inventory
levels in line with product demand. Other risk factors include short product
life cycles, aggressive pricing and reduced profit margins, dramatic and often
unpredictable changes in growth rates, frequent new product introduction, the
need to enhance existing products, intense competition from large established
companies and potential competition from small start up companies.

TELECOMMUNICATIONS

Payment on common stocks of companies in the telecommunications industry,
including local, long-distance and cellular service, the manufacture of
telecommunications equipment, and other ancillary services, is generally
dependent upon the amount and growth of customer demand, the level of rates
permitted to be charged by regulatory authorities and the ability to obtain
periodic rate increases, the effects of inflation on the cost of providing
services and the rate of technological innovation. The domestic
telecommunications industry is characterized by increasing competition in all
sectors and extensive regulation by the Federal Communications Commission and
various state regulatory authorities. To meet increasing competition, companies
may have to commit substantial capital, particularly in the formulation of new
products and services using new technology. Companies offering telephone
services are experiencing increasing competition from cellular telephones, and
the cellular telephone industry, because of its limited operating history, faces
uncertainty concerning the future of the industry and demand for cellular
telephones. Telecommunications companies in both developed

3
<PAGE>
and emerging countries are undergoing significant change due to varying and
evolving levels of governmental regulation or deregulation and other factors. As
a result, competitive pressures are intense and the securities of such companies
may be subject to significant price volatility. In addition, all
telecommunications companies in both developed and emerging countries are
subject to the additional risk that technological innovations will make their
products and services obsolete.

UTILITIES

Payments on utility stocks are dependent on various factors, including the
rates the utilities may charge, the demand for their services and their
operating costs, including expenses to comply with environmental legislation and
other energy and licensing laws and regulations. Utilities are particularly
sensitive to, among other things, the effects of inflation on operating and
construction costs, the unpredictability of future usage requirements, the costs
and availability of fuel and, with certain electric utilities, the risks
associated with the nuclear industry.

FOREIGN ISSUERS

Certain of the Securities in a Portfolio may consist of securities of
foreign issuers. An investment in such a Fund involves some investment risks
that are different in some respects from an investment in a fund that invests
entirely in securities of domestic issuers. Those investment risks include
future political and economic developments and the adoption of withholding
taxes, exchange controls or other restrictions which might adversely affect the
payment or receipt of payment of dividends on the relevant Securities. In
addition, there may be less publicly available information than is available
from a domestic issuer and foreign issuers are not necessarily subject to
uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. In addition,
earnings and dividends for foreign companies are in non-U.S. currencies.
Therefore, the U.S. dollar value of the stock and dividends for these issuers
will vary with fluctuations in the U.S. dollar foreign exchange rates for the
relevant currencies. Most foreign currencies have fluctuated widely in value
against the U.S. dollar for many reasons, including supply and demand for the
respective currency, the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United States and other
countries.

American Depositary Shares and Receipts. Many of the Securities of foreign
issuers were purchased in ADR form in the United States. ADRs evidence American
Depositary Shares which represent common stock deposited with a custodian in a
depositary. American Depositary Shares (ADSs) and receipts therefor (ADRs) are
issued by an American bank or trust company to evidence ownership of underlying
securities issued by a foreign corporation. These instruments may not
necessarily be denominated in the same currency as the securities into which
they may be converted. Generally, ADSs and ADRs are designed for use in the
United States securities markets. For purposes of this Prospectus, the term ADR
generally includes ADSs.

The terms and conditions of depositary facilities may result in less
liquidity or lower market prices for ADRs than for the underlying shares. For
those Securities that are ADRs, currency fluctuations will also affect the U.S.
dollar equivalent of the local currency price of the underlying domestic share
and, as a result, are likely to affect the value of the ADRs and consequently
the value of the Securities.

THE S&P 500 INDEX AND THE S&P MIDCAP INDEX

The S&P 500 Index is composed of 500 selected common stocks, most of which
are listed in the New York Stock Exchange. This well-known index, originally
consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957 and was
restructured in 1976 to a composite consisting of four major industry sectors:
industrial, utility, financial and transportation. The four major industry
sectors are comprised of eleven regular industry sectors which are further
divided into industry groups. The S&P 500 Index contains a variety of stocks
which are market-value weighted to represent the overall market. The Index
represents approximately 69% of U.S. stock market capitalization. At present,
the mean market capitalization of the companies in the S&P 500 Index is
approximately $3.346 billion.

The S&P MidCap Index is composed of 400 selected common stocks; as of the
initial date of deposit, 279 were listed on the New York Stock Exchange, 9 were
listed on the American Stock Exchange and 112 were quoted on The Nasdaq National
Market. The MidCap Index stocks were chosen for market size, liquidity and
industry group representation. As of December 31, 1994, industrial stocks
accounted for approximately 69.5% of S&P MidCap Index market capitalization,
utilities approximately 14.1%, financial stocks approximately 14.6% and
transportation stocks approximately 1.8%. The capitalizations of individual
companies ranged from about $49

4
<PAGE>
million to over $10,066 million; the mean market capitalization of the companies
in the S&P MidCap Index was approximately $1.156 billion.

The weightings of stocks in the S&P 500 Index and the S&P MidCap Index are
primarily based on each stock's relative total market value; that is, its market
price per share times the number of shares outstanding.

Standard and Poor's only relationship to the Portfolios is the licensing of
the right to use the S&P 500 Index and the S&P MidCap Index as bases for
determining the composition of the Portfolios and to use the related trademarks
and tradenames in the name of the Fund and in the Prospectus and related sales
literature to the extent that the Sponsors deem appropriate or desirable under
Federal and state securities laws and to indicate the source of the Indexes. The
Indexes are determined, comprised and calculated without regard to the Funds.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500
Index or the S&P MidCap Index or any data included therein and S&P shall have no
liability for any errors, omissions, or interruptions therein. S&P makes no
warranty, express or implied, as to results to be obtained by the sponsors, the
funds, any person or any entity from the use of the S&P index or the S&P MidCap
Index or any data included therein. S&P makes no express or implied warranties,
and expressly disclaims all warranties of merchantability or fitness for a
particular purpose or use, with respect to the S&P 500 Index or the S&P MidCap
Index or any data included therein. Without limiting any of the foregoing, in no
event shall S&P have any liability for any special, punitive, indirect, or
consequential damages (including lost profits), even if notified of the
possibility of such damages.

LIQUIDITY

Whether or not the Securities are listed on a national securities 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. In addition, the Fund may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsors. The
price at which the Securities may be sold to meet redemptions and the value of
the Fund will be adversely affected if trading markets for the Securities are
limited or absent.

LITIGATION AND LEGISLATION

The Sponsors do not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Fund, although pending litigation may have a material adverse effect on
the value of Securities in the Fund. In addition, at any time after the initial
date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in the Portfolio or the
issuers of the Securities. Changing approaches to regulation may have a negative
impact on certain companies represented in the Portfolio. There can be no
assurance that future litigation, legislation, regulation or deregulation will
not have a material adverse effect on the Portfolio or will not impair the
ability of the issuers of the Securities to achieve their business goals. From
time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. This type of legislation, if enacted into law,
would adversely affect the after-tax return to investors who can take advantage
of the deduction. See Taxes.

LIFE OF THE FUND; FUND TERMINATION

The size and composition of the Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units. The
Portfolio will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It will terminate earlier upon the
disposition of the last Security or upon the consent of investors holding 51% of
the Units. The Portfolio may also be terminated earlier by the Sponsors once its
total assets have fallen below the minimum value specified in Part A of the
Prospectus. A decision by the Sponsors to terminate the Portfolio early will be
based on factors such as the size of the Portfolio relative to its original
size, the ratio of Portfolio expenses to income, and the cost of maintaining a
current prospectus.

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Portfolio although any Security unable to be sold at a reasonable price may
continue to be held by the Trustee in a liquidating trust pending its final
disposition. A proportional share of the expenses associated with termination,
including brokerage costs in disposing of Securities, will be borne by investors
remaining at that time. This may have the effect of reducing the amount of
proceeds those investors are to receive in any final distribution.

HOW TO BUY UNITS

Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price, which includes the applicable sales
charge -- see Appendix A. The Public Offering Price varies each Business Day
with changes in the value of the Portfolio and other assets and liabilities of
the Fund.

PUBLIC OFFERING PRICE

In the secondary market (after the initial offering period), the Public
Offering Price is based on the next evaluation of the Securities, and includes a
sales charge based (a) on the number of Units of the Fund purchased in the
secondary market on the same day by a single purchaser (see Secondary Market
Sales Charge Schedule in Appendix A). To qualify for a reduced sales charge, the
dealer must confirm that the sale is to a single purchaser or is purchased for
its own account and not for distribution. For these purposes, Units held in the
name of the purchaser's spouse or child under 21 years of age are deemed to be
purchased by a single purchaser. A trustee or other fiduciary purchasing
securities for a single trust or single fiduciary account is also considered a
single purchaser.

Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at a reduced initial
sales charge of not less than $5.00 per 1,000 Units.

S&P 500 TRUST 2 AND S&P MIDCAP TRUST. The graduated sales charges shown in
Appendix A will apply on all purchases on any one day (with credit given for
previously purchased Units as described below under Right of Accumulation) by a
single purchaser of Units in one or both Trusts of this Fund only in the amounts
stated. For this purpose purchases will not be aggregated with concurrent
purchases of any other unit trusts sponsored by the Sponsors. However, Units
held in the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed to be registered in the name of the
purchaser. The graduated sales charges are also applicable to a trustee or other
fiduciary purchasing securities for a single trust estate or single fiduciary
account. To qualify for the reduced sales charge and concession applicable to
quantity purchases, the dealer must confirm that the sale is to a single
purchaser. The sales charge is lower than sales charges on many other equity
investments.

Right of Accumulation. Reduced sales charges are applicable through a right
of accumulation under which eligible investors are permitted to purchase Units
of either Trust at the offering price applicable to the total of (a) the dollar
amount then being purchased plus (b) an amount equal to the then current net
asset value of the purchaser's holdings of Units of both Trusts. To be eligible
either for this right of accumulation or the reduced sales charge applicable to
purchases of both Trusts on the same day, the purchaser or the purchaser's
securities dealer must notify the Sponsors at the time of purchase that such
purchase qualifies under this accumulation provision and supply sufficient
information to permit confirmation of qualification. Acceptance of the purchase
order is subject to such confirmation. These reduced sales charge provisions may
be amended or terminated at any time without notice.

EVALUATIONS

Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. If the Securities are
listed on a national securities exchange or the Nasdaq National Market,
evaluations are generally based on closing sales prices on that exchange or that
system (unless the Trustee deems these prices inappropriate) or, if closing
sales prices are not available, at the mean between the closing bid and offer
prices. If the Securities are not listed or if listed but the principal market
is elsewhere, the evaluation is generally determined based on sales prices of
the Securities on the over-the-counter market or, if sales prices in that market
are not available, on the basis of the mean between current bid and offer prices
for the Securities or for comparable securities or by appraisal or by any

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combination of these methods. Neither the Sponsors nor the Trustee guarantee the
enforceability, marketability or price of any Securities.

CERTIFICATES

Certificates for Units may be issued for certain Funds upon request and may
be transferred by paying any taxes or governmental charges and by complying with
the requirements for redeeming Certificates (see How To Sell Units--Trustee's
Redemption of Units). Certain Sponsors collect additional charges for
registering and shipping Certificates to purchasers. Lost or mutilated
Certificates can be replaced upon delivery of satisfactory indemnity and payment
of costs. Units of certain Funds identified in Part A of the Prospectus must be
held in uncertificated form.

HOW TO SELL UNITS

SPONSORS' MARKET FOR UNITS

You can sell your Units at any time without a fee. The Sponsors (although
not obligated to do so) will normally buy any Units offered for sale at the
repurchase price next computed after receipt of the order. The Sponsors have
maintained secondary markets in Defined Asset Funds for the last 25 years.
Primarily because of the sales charge and fluctuations in the market value of
the Securities, the sale price may be less than the cost of your Units. You
should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons. The Sponsors may reoffer
or redeem Units repurchased.

TRUSTEE'S REDEMPTION OF UNITS

You may redeem your Units by sending the Trustee a redemption request.
Signatures must be guaranteed by an eligible institution. In certain instances,
additional documents may be required such as a certificate of death, trust
instrument, certificate of corporate authority or appointment as executor,
administrator or guardian. If the Sponsors are maintaining a market for Units,
they will purchase any Units tendered at the repurchase price described above.
If they do not purchase Units tendered, the Trustee is authorized in its
discretion to sell Units in the over-the-counter market if it believes it will
obtain a higher net price for the redeeming investor.

By the seventh calendar day after tender you will be mailed an amount equal
to the Redemption Price per Unit. Because of market movements or changes in the
Portfolio, this price may be more or less than the cost of your Units. The
Redemption Price per Unit is computed each Business Day by adding the value of
the Securities, declared but unpaid dividends on the Securities, cash and the
value of any other Fund assets; deducting unpaid taxes or other governmental
charges, accrued but unpaid Fund expenses, unreimbursed Trustee advances, cash
held to redeem Units, for purchase of Securities or for distribution to
investors and the value of any other Fund liabilities; and dividing the result
by the number of outstanding Units.

Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the Securities not reasonably
practicable, or for any other period permitted by the SEC.

REDEMPTION IN KIND--CONCEPT SERIES, INCOME GROWTH FUND, REAL ESTATE INCOME
FUND, SECOND EXCHANGE SERIES--AT&T SHARES. You may request distribution in kind
from the Trustee instead of cash redemption, provided that you are tendering
Units with a required minimum value. By the seventh calendar day after tender,
an amount and value of Securities per Unit, together with a pro rata portion of
the cash balance in the Fund, equal to the Redemption Price per Unit, will be
paid over to the Trustee, as distribution agent, and either held for your
account or disposed of in accordance with your instructions. Any brokerage
commissions on sales of

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Securities in connection with in-kind redemptions will be borne by you. The
Sponsors may modify or terminate this redemption in kind option at any time
without notice to investors.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME AND DISTRIBUTIONS

The net annual income per Unit will depend primarily upon the amount of
dividends declared and paid by the issuers of the Securities and changes in the
expenses of the Fund and, to a lesser degree, upon the level of purchases of
additional Securities and sales of Securities. There is no assurance that
dividends on the Securities will continue at their current levels or be declared
or paid.

Each Unit receives an equal share of monthly or quarterly distributions of
dividend income. Because dividends on the Securities are not received at a
constant rate throughout the year, any income distribution may be more or less
than the amount then credited to the Income Account. Dividends payable to the
Fund are credited to an Income Account, as of the date on which the Fund is
entitled to receive the dividends, and other receipts are credited to a Capital
Account. A Reserve Account may be created by withdrawing from the Income and
Capital Accounts amounts considered appropriate by the Trustee to reserve for
any material amount that may be payable out of the Fund. Funds held by the
Trustee in the various accounts do not bear interest.

UTILITY STOCK SERIES, SECOND EXCHANGE SERIES--AT&T SHARES, REAL ESTATE
INCOME FUND, INCOME GROWTH FUND. Subject to the Reinvestment Plan, the Monthly
Income Distribution for each investor shall consist of an amount, computed
monthly by the Trustee, substantially equal to one-twelfth of the investor's pro
rata share of the estimated annual income to the Income Account, after deducting
estimated expenses.

ALL OTHER FUNDS: Unless otherwise indicated in Part A, dividend income
received by the Fund and available for distribution and the distributable
balance in the Capital Account (other than capital gains) as of any particular
record day will be distributed on or shortly after the related distribution day
to the holders of record on that record day.

There is no assurance that actual distributions will be made since all
dividends received may be used to pay expenses. An amount equal to any capital
gain net income (i.e. the excess of capital gains over capital losses)
recognized by the Fund in any taxable year will generally be distributed shortly
after the end of the year. In order to meet certain tax requirements a Fund may
make a special distribution of income, including capital gains, to holders of
record as of a date in December. Proceeds received from the disposition of any
of the Securities which are not used to make the distribution of capital gain
net income, for redemption of Units or reinvested in additional Securities will
be held in the Capital Account to be distributed on the next succeeding
distribution day.

REINVESTMENT PLAN -- UTILITY STOCK SERIES, INCOME GROWTH FUND, CONCEPT SERIES,
SECOND EXCHANGE SERIES -- AT&T SHARES AND S&P INDEX TRUSTS.

Income and principal distributions on Units may be reinvested by
participating in the Fund's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of additional Securities,
contracts to purchase additional Securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase additional Securities. Purchases
made pursuant to the Reinvestment Plan will be made without sales charge at the
net asset value for Units of the Fund. Under the Reinvestment Plan, the Fund
will pay the distributions to the Trustee which in turn will purchase for the
investor full and fractional Units of the Fund at the price determined as of the
close of business on the distribution day and will add the Units to the
investor's account and send the investor an account statement reflecting the
reinvestment. The Sponsors reserve the right to amend, modify or terminate the
reinvestment plan at any time without prior notice. Investors holding Units in
'street name' should contact their broker, dealer or financial institution to
determine whether they may participate in the reinvestment plan.

FUND EXPENSES

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<PAGE>
action taken to protect the Fund and other legal fees and expenses, Fund
termination expenses and any governmental charges. The Trustee has a lien on
Fund assets to secure reimbursement of these amounts and may sell Securities for
this purpose if cash is not available. The Sponsors receive an annual fee of a
maximum of $0.35 per 1,000 Units to reimburse them for the cost of providing
Portfolio supervisory services to the Fund. While the fee may exceed their costs
of providing these services to the Fund, the total supervision fees from all
Series of Equity Income Fund will not exceed their costs for these services to
all of those Series during any calendar year. The Sponsors may also be
reimbursed for their costs of providing bookkeeping and administrative services
to the Fund. The Trustee's and Sponsors' fees may be adjusted for inflation
without investors' approval.

Defined Asset Funds can be a cost-effective way to purchase and hold
investments. Annual operating expenses are generally lower than for managed
funds. Because Defined Asset Funds have no management fees, limited transaction
costs and no ongoing marketing expenses, operating expenses are generally less
than 0.25% a year. When compounded annually, small differences in expense ratios
can make a big difference in your investment results.

S&P Index Trusts. The Trusts have entered into license agreements with
Standard & Poor's that permit the Trusts to use the trademarks and tradenames
'S&P 500', 'S&P MidCap 400 Index' and other trademarks and tradenames, to the
extent the Sponsors deem appropriate and desirable under federal and state
securities laws to indicate the source of the Indices as a basis for determining
the composition of the Fund's investment portfolios. As consideration for the
grant of the license, each Portfolio will pay to Standard & Poor's Corporation
an annual fee equal to .02% of the average net asset value of the Portfolio (or,
if greater, $10,000). In addition, the Fund will pay approximately $45,000 per
year for access to independent computer services that track the S&P 500 Index
and the S&P MidCap Index. Computer expenses will be divided between the Trusts
in proportion to their respective assets during the relevant period.

TAXES

TAXATION OF THE FUND--EXCEPT FOR SECOND EXCHANGE SERIES--AT&T SHARES (SEE
PROSPECTUS PART A).

The Fund intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Section 851-855 of the
Internal Revenue Code of 1986, as amended (the 'Code'). Qualification and
election as a 'regulated investment company' involve no supervision of
investment policy or management by any government agency. If the Fund qualifies
as a 'regulated investment company' and distributes to investors 90% or more of
its taxable income without regard to its net capital gain (i.e., the excess of
its net long-term capital gain over its net short-term capital loss), it will
not be subject to Federal income tax on any portion of its taxable income
(including any net capital gain) distributed to investors in a timely manner. In
addition, the Fund will not be subject to the 4% excise tax on certain
undistributed income of 'regulated investment companies' to the extent it
distributes to investors in a timely manner at least 98% of its taxable income
(including any net capital gain). It is anticipated that the Fund will not be
subject to Federal income tax or the excise tax because the Indenture requires
the distribution of the Fund's taxable income (including any net capital gain)
in a timely manner. Although all or a portion of the Fund's taxable income
(including any net capital gain) for a taxable year may be distributed shortly
after the end of the calendar year, such a distribution will be treated for
Federal income tax purposes as having been received by investors during the
calendar year.

DISTRIBUTIONS

Distribution to investors of the Fund's dividend income and net short-term
capital gain in any year will be taxable as ordinary income to investors to the
extent of the Fund's taxable income (without regard to its net capital gain) for
that year. Any excess will be treated as a return of capital and will reduce the
investor's basis in his Units and, to the extent that such distributions exceed
his basis, will be treated as a gain from the sale of his Units as discussed
below. It is anticipated that substantially all of the distributions of the
Fund's dividend income and net short-term capital gain will be taxable as
ordinary income to investors.

Distribution of the Fund's net capital gain (designated as capital gain
dividends by the Fund) will be taxable to investors as long-term capital gain,
regardless of the length of time the Units have been held by an investor. An
investor will recognize a taxable gain or loss if the investor sells or redeems
his Units. Any gain or loss arising from (or treated as arising from) the sale
or redemption of Units will be a capital gain or loss, except in the case of a
dealer in securities. Capital gains are currently taxed at the same rate as
ordinary income, however, the excess of

9
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net long-term capital gains over net short-term capital losses may be taxed at a
lower rate than ordinary income for certain noncorporate taxpayers. A capital
gain or loss is long-term if the asset is held for more than one year and
short-term if held for one year or less. However, any capital loss on the sale
or redemption of a Unit that an investor has held for six months or less will be
a long-term capital loss to the extent of any capital gain dividends previously
distributed to the investor by the Fund. The deduction of capital losses is
subject to limitations.

A distribution of Securities to an investor upon redemption of his Units
will be a taxable event to such investor, and that investor will recognize
taxable gain or loss upon such distribution (equal to the difference between
such an investor's tax basis in his Units and the fair market value of
Securities received in redemption), which will be capital gain or loss except in
the case of a dealer in securities. Investors should consult their own tax
advisers in this regard.

Distributions that are taxable as ordinary income to investors will
constitute dividends for Federal income tax purposes. To the extent that
distributions are appropriately designated by the Fund and are attributable to
dividends received by the Fund from domestic issuers with respect to whose
Securities the Fund satisfies the requirements for the dividends-received
deduction, such distributions will be eligible for the dividends-received
deduction for corporations (other than corporations such as 'S' corporations
which are not eligible for such deduction because of their special
characteristics and other than for purposes of special taxes such as the
accumulated earnings tax and the personal holding company tax). The
dividends-received deduction generally is currently 70%. However, Congress from
time to time considers proposals to reduce the rate, and enactment of such a
proposal would adversely affect the after-tax return to investors who can take
advantage of the deduction. Investors are urged to consult their own tax
advisers.

Sections 246 and 246A of the Code contain additional limitations on the
eligibility of dividends for the corporate dividends-received deduction.
Depending upon the corporate investor's circumstances (including whether it has
a 45-day holding period for its Units and whether its Units are debt financed),
these limitations may be applicable to dividends received by an investor from
the Fund which would otherwise qualify for the dividends-received deduction
under the principles discussed above. Accordingly, investors should consult
their own tax advisers in this regard. A corporate investor should be aware that
the receipt of dividend income for which the dividends-received deduction is
available may give rise to an alternative minimum tax liability (or increase an
existing liability) because the dividend income will be included in the
corporation's 'adjusted current earnings' for purposes of the adjustment to
alternative minimum taxable income required by Section 56(g) of the Code.

Dividends received by the Fund from foreign issuers will in most cases be
subject to foreign withholding taxes. The Fund will not be eligible for, and
therefore does not expect to make, an election that would enable investors to
credit foreign withholding taxes against their federal income tax liability on
distributions by the Fund.

Investors will be taxed in the manner described above regardless of whether
distributions from the Fund are actually received by the investor or are
reinvested pursuant to a Reinvestment Plan.

The Federal tax status of each year's distributions will be reported to
investors and to the Internal Revenue Service. The foregoing discussion relates
only to the Federal income tax status of the Fund and to the tax treatment of
distributions by the Fund to U.S. investors. Investors that are not United
States citizens or residents should be aware that distributions from the Fund
will generally be subject to a withholding tax of 30%, or a lower treaty rate,
and should consult their own tax advisers to determine whether investment in the
Fund is appropriate. Distributions may also be subject to state and local
taxation and investors should consult their own tax advisers in this regard.

RETIREMENT PLANS

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distributions. Investors considering participation in any of these plans should
review specific tax laws related thereto and should consult their attorneys or
tax advisors with respect to the establishment and maintenance of any of these
plans. These plans are offered by brokerage firms, including the Sponsor of this
Fund, and other financial institutions. Fees and charges with respect to such
plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund may
be purchased by retirement plans established for self-employed individuals,
partnerships or unincorporated companies ('Keogh plans'). The assets of a Keogh
plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Keogh plan participants may also establish separate
IRAs (see below) to which they may contribute up to an additional $2,000 per
year ($2,250 in a spousal account).

Individual Retirement Account--IRA, Any individual can make use of a
qualified IRA arrangement for the purchase of Units of the Fund. Any individual
(including one covered by an employer retirement plan) can make a contribution
in an IRA equal to the lesser of $2,000 ($2,250 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute will be reduced if the individual's adjusted
gross income exceeds $25,000 (in the case of a single individual), $40,000 (in
the case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). Certain transactions which are
prohibited under Section 408 of the Code will cause all or a portion of the
amount in an IRA to be deemed to the distributed and subject to tax at that
time. Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. Taxable distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability or where the amount distributed is part of a series of substantially
equal periodic (at least annual) payments that are to be made over the life
expectancies of the participant and his or her beneficiary, are generally
subject to a surtax in an amount equal to 10% of the distribution.

Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.

RECORDS AND REPORTS

The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.

With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of
the Fund, the Trustee sends each investor of record a statement summarizing
transactions in the Fund's accounts including amounts distributed from them,
identifying Securities sold and purchased and listing Securities held and the
number of Units outstanding at termination and stating the Redemption Price at
termination, and the fees and expenses paid by the Fund, among other matters.
Fund accounts may be audited by independent accountants selected by the Sponsors
and any report of the accountants will be available from the Trustee on request.

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law (under
Massachusetts law for certain Funds) by a Trust Indenture among the Sponsors and
the Trustee. This Prospectus summarizes various provisions of the Indenture, but
each statement is qualified in its entirety by reference to the Indenture.

The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.

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<PAGE>
bankrupt, its affairs are taken over by public authorities, or if under certain
conditions the Sponsors determine in good faith that its replacement is in the
best interest of the investors. The resignation or removal becomes effective
upon acceptance of appointment by a successor; in this case, the Sponsors will
use their best efforts to appoint a successor promptly; however, if upon
resignation no successor has accepted appointment within 30 days after
notification, the resigning Trustee may apply to a court of competent
jurisdiction to appoint a successor.

Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains. A new Sponsor may be appointed by the remaining Sponsors and
the Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indenture and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.

The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indenture contains customary
provisions limitingthe liability of the Trustee.

MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.

AUDITORS

The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.

TRUSTEE

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and either the
Comptroller of the Currency or state banking authorities.

SPONSORS

The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect
wholly-owned subsidiary of The Travelers Inc.; Prudential Securities
Incorporated, an indirect wholly-owned subsidiary of the Prudential Insurance
Company of America, and Dean Witter Reynolds, Inc., a principal operating
subsidiary of Dean Witter Discover & Co. Each Sponsor, or one of its predecessor
corporations, has acted as Sponsor of a number of series of unit investment
trusts. Each Sponsor has acted as principal underwriter and managing underwriter
of other investment companies. The Sponsors, in addition to participating as
members of various selling groups or as agents of other investment companies,
execute orders on behalf of investment companies for the purchase and sale of
securities of these companies and sell securities to these companies in their
capacities as brokers or dealers in securities.

PUBLIC DISTRIBUTION

During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above or to selected
dealers who are members of the National Association of Securities Dealers, Inc.
at a concession not in excess of the maximum sales charge. The Sponsors intend
to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc..

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The Sponsors do not intend to qualify Units for sale in any foreign countries
and this Prospectus does not constitute an offer to sell Units in any country
where Units cannot lawfully be sold.

UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will be entitled to receive sales
charges; each Underwriters' interest in the Underwriting Account will depend on
the number of Units acquired through the issuance of additional Units. The
Sponsors also realize a profit or loss on deposit of the Securities equal to the
difference between the cost of the Securities to the Fund (based on the
aggregate value of the Securities on their date of deposit) and the purchase
price of the Securities to the Sponsors plus commissions payable by the
Sponsors. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Securities it deposits in the Fund which were acquired from
underwriting syndicates of which it was a member. During the initial offering
period, the Underwriting Account also may realize profits or sustain losses as a
result of fluctuations after the initial date of deposit in the Public Offering
Price of the Units. In maintaining a secondary market for Units, the Sponsors
will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units and the prices at which they resell
these Units (which include the sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.

PERFORMANCE INFORMATION

Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of dividends and capital gains
reinvested, may be included from time to time in advertisements, sales
literature, reports and other information furnished to current or prospective
Holders. Total return figures are not averaged, and may not reflect deduction of
the sales charge, which would decrease the return. Average annualized return
figures reflect deduction of the maximum sales charge. No provision is made for
any income taxes payable.

Past performance of any series may not be indicative of results of future
series. Fund performance may be compared to the performance of the Dow Jones
Industrial Average, the S&P 500 Composite Price Stock Index, the S&P MidCap 400
Index, or performance data from publications such as Lipper Analytical Services,
Inc., Morningstar Publications, Inc., Money Magazine, The New York Times, U.S.
News and World Report, Barron's, Business Week, CDA Investment Technology, Inc.,
Forbes Magazine or Fortune Magazine. Performance of the Stocks may be compared
in sales literature to performance of the S&P 500 Stock Price Composite Index,
to which may be added by year various national and international political and
economic events, and certain milestones in price and market indicators and in
offerings of Defined Asset Funds. This performance may also be compared for
various periods with an investment in short-term U.S. Treasury securities;
however, the investor should bear in mind that Treasury securities are fixed
income obligations, having the highest credit characterisitics, while the Stocks
involve greater risk because they have no maturities, and income thereon is
subject to the financial condition of, and declaration by, the issuers.

DEFINED ASSET FUNDS

For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement, or attractive, regular current income consistent with the
preservation of principal. Unit investment trusts are particularly suited for
the many investors who prefer to seek long-term profits by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
Your investment objectives may call for a combination of Defined Asset Funds.

13
<PAGE>
relatively high rates of interest income. By purchasing both defined equity and
defined bond funds, investors can receive attractive current income, as well as
growth potential, offering some protection against inflation. From time to time
various advertisements, sales literature, reports and other information
furnished to current or prospective investors may present the average annual
compounded rate of return of selected asset classes over various periods of
time, compared to the rate of inflation over the same periods.

EXCHANGE OPTION

You may be able to exchange Fund Units for units of certain other Defined
Asset Funds subject only to a reduced sales charge or to any remaining deferred
sales charge, as applicable. To make an exchange, you should contact your
financial professional to find out what suitable exchange funds are available
and to obtain a prospectus. You may acquire units of only those exchange funds
in which the Sponsors are maintaining a secondary market and which are lawfully
for sale in the state where you reside. Except for the reduced sales charge, an
exchange is a taxable event normally requiring recognition of any gain or loss
on the units exchanged. However, the Internal Revenue Service may seek to
disallow a loss if the portfolio of the units acquired is not materially
different from the portfolio of the units exchanged; you should consult your own
tax advisor. If the proceeds of units exchanged are insufficient to acquire a
whole number of exchange fund units, you may pay the difference in cash (not
exceeding the price of a single unit acquired).

As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.

SUPPLEMENTAL INFORMATION

Upon writing or calling the Trustee shown on the back cover of Part A of
this Prospectus, investors will receive without charge supplemental information
about the Fund, which has been filed with the SEC. The supplemental information
includes more detailed risk factor disclosure about the types of securities that
may be part of the Portfolio and general information about the structure and
operation of the Fund.

14
<PAGE>
APPENDIX A
SECONDARY MARKET SALES CHARGE SCHEDULE
UTILITY STOCK SERIES

<TABLE><CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
----------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS
PUBLIC OFFERING NET AMOUNT PERCENT OF PUBLIC
AMOUNT PURCHASED PRICE INVESTED OFFERING PRICE
- -------------------------------------------------------------------- ----------------- --------------- -----------------------
<S> <C> <C> <C>
Less than $250,000.................................................. 4.50% 4.712% 2.925%
$250,000-$499,000................................................... 3.75 3.896 2.438
$500,000-$749,000................................................... 2.50 2.564 1.625
$750,000-$999,000................................................... 2.00 2.041 1.300
$1,000,000 or more.................................................. 1.50 1.523 0.975

<CAPTION>
S&P 500 TRUST 2, S&P MIDCAP TRUST

INCOME GROWTH FUND 1993 SERIES
The sales charge consists of an initial portion and a deferred portion, the
total of which may equal a maximum of approximately 5.50% of the Public Offering
Price or 5.820% of the aggregate value of Securities, although these percentages
will vary should Units be purchased at a public offering price other than that
set forth on page A-3. For example, if you acquire Units for $1,050 (including
an initial sales charge of $15.75) and hold the Units until the termination of
the Fund, you will pay a total sales charge of $55.75 or 5.31% of the
acquisition price on those Units. At an acquisition price of $950 (including an
initial sales charge of $14.25), you would pay a total sales charge of $54.25 or
5.71% of the acquisition price. The initial portion of the sales charge is equal
to 1.50% of the Public Offering Price (1.523% of the aggregate value of
Securities) and the deferred portion of the sales charge is $10.00 per 1,000
Units payable by the Fund on behalf of investors out of net asset value of the
Fund on each Deferred Charge Payment Date through 1997. If you sell or redeem
Units before a Deferred Charge Payment Date, no future deferred sales charges
will be collected from you; this will have the effect of reducing the rate of
sales charge.
CONCEPT SERIES: BLUE CHIP STOCK SERIES, REAL ESTATE INCOME FUND, HEALTH CARE
TRUST II
The sales charge consists of an initial portion and a deferred portion, the
total of which may equal a maximum of approximately 5.35% of the Public Offering
Price or 5.501% of the net asset value of the Fund over its expected four-year
life. The initial portion of the sales charge is equal to 2.75% of the Public
Offering Price (2.828%) of the net amount invested in the Securities) and the
deferred portion of the sales charge is $1.625 per 1,000 Units ($6.50 per year)
payable by the Fund on behalf of investors out of net asset value of the Fund on
each quarterly Deferred Charge Payment Date until the Fund terminates. If you
sell or redeem Units before a Deferred Charge Payment Date, all future
deductions of deferred sales charges with respect to you will be waived; this
will have the effect of reducing your rate of sales charge.

The initial portion of the sales charge is reduced on a graduated scale for
sales to any purchaser of at least $250,000 of Units and will be applied on
whichever basis is more favorable to the purchaser.

<TABLE><CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
----------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS
PUBLIC OFFERING NET AMOUNT PERCENT OF PUBLIC
AMOUNT PURCHASED PRICE INVESTED OFFERING PRICE
- -------------------------------------------------------------------- ----------------- --------------- -----------------------
<S> <C> <C> <C>
Less than $250,000.................................................. 2.75% 2.828% 1.788%
$250,000-$499,000................................................... 2.25 2.302 1.463
$500,000-$749,000................................................... 1.75 1.781 1.138
$750,000-$999,000................................................... 1.25 1.266 0.813
$1,000,000 or more.................................................. 1.00 1.010 0.650
</TABLE>

a-1
<PAGE>
SECOND EXCHANGE SERIES--AT&T SHARES

The sales charge for Units of this Trust is 2.25% (2.302% of net amount
invested). There is no reduction for quantity purchases of Units.
CONCEPT SERIES: TELECOMMUNICATIONS TRUST 1, TELE-GLOBAL TRUST,
NATURAL GAS TRUST 2
The sales charge for Units of these Trusts is 2.00% (2.041% of net amount
invested). There is no reduction for quantity purchases of Units.
CONCEPT SERIES: FOOD FUND, NORTHWEST TRUST
The sales charge for Units of this Trust is 1.50% (1.523% of net amount
invested). There is no reduction for quantity purchases of Units.

a-2
<PAGE>

14101--12/95

<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INVESTOR FUND INDEX SERIES
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE AT THE ADDRESS AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF PART A OF THE PROSPECTUS.

INDEX

PAGE
-----
FUND DESCRIPTION................................. 1
RISK FACTORS..................................... 2
HOW TO BUY UNITS................................. 4
HOW TO REDEEM OR SELL UNITS...................... 5
INCOME, DISTRIBUTIONS AND REINVESTMENT........... 6
FUND EXPENSES.................................... 7
TAXES............................................ 8
RECORDS AND REPORTS.............................. 9
TRUST INDENTURE.................................. 9
MISCELLANEOUS.................................... 10
EXCHANGE OPTION.................................. 12
SUPPLEMENTAL INFORMATION......................... 12

FUND DESCRIPTION

PORTFOLIO SELECTION

The Fund is designed to produce investment results that generally
correspond to the price and yield performance of the common stocks represented
by the related S&P Index. As a result, the Portfolio of each Trust will at any
time consist of as many of the Index Stocks as is feasible. Each Trust will at
all times be invested in no less than 95% of the Index Stocks. Although, at any
time, a Trust may fail to own certain of the Index Stocks, each Trust will be
substantially totally invested in Index Stocks and the Sponsors expect to
maintain a theoretical correlation of between .97 and .99 between the investment
performance of the relevant Index and that derived from ownership of Units.
Adjustments will be made in accordance with the computer program output to bring
the weightings of the Securities more closely into line with their weightings in
the relevant Index as each Trust invests in new Securities in connection with
the creation of new Units, as companies are dropped from or added to either
Index or as Securities are sold to meet redemptions. These adjustments will be
made on the business day following the relevant transaction in accordance with
computer program output showing which Securities are under-or over-represented
in each Portfolio. Adjustments may also be made at other times to bring either
Portfolio into line with the applicable Index. The proceeds from any such sale
will be invested in those Index Stocks which the computer program output
indicates are most under-represented.

The Sponsors anticipate that the selection of any additional Index Stocks
deposited or purchased in connection with the creation of additional Units of a
Trust will be those stocks which are most under-represented in the Portfolio
based upon the computer program output and the applicable Index as of the date
prior to the date of such subsequent deposit or purchase. Securities sold in
order to meet redemptions will be those stocks which are most over-

1
<PAGE>
represented in the Portfolio based upon the computer program output and the
applicable Index as of the date prior to the date of such sale.

Finally, from time to time adjustments may be made in either Portfolio
because of changes in the composition of the applicable Index. Based on past
history, it is anticipated that most such changes will occur as a result of
merger or acquisition activity. In such cases, the Fund, as shareholder of a
company which is the object of such merger or acquisition activity, will
presumably receive various offers from would-be acquirors of the company. The
Trustees will not be permitted to accept any such offers until such time as the
company has been deleted from the applicable Index. Since, in most cases, a
company is removed from an Index only after the consummation of a merger or
acquisition of the company, it is anticipated that the Fund will generally
acquire, in exchange for the stock of the deleted company, whatever
consideration is being offered to shareholders of that company who have not
tendered their shares prior to such time. Any cash received in such transactions
will be reinvested in the most under-represented Index Stocks. Any securities
received as a part of the consideration which are not included in the relevant
Index will be sold as soon as practicable and reinvested in the most
under-represented Index Stocks.

In attempting to duplicate the proportionate relationships represented by
the S&P 500 Index and the S&P MidCap Index the Sponsors do not anticipate
purchasing or selling shares in quantities of less than round lots. In addition,
certain Index Stocks may at times not be available in the quantities in which
the computer program specifies that they be purchased. For these reasons, among
others, precise duplication of this proportionate relationship may not ever be
possible but nevertheless will continue to be the goal in connection with all
acquisitions or dispositions of Securities (see Administration of the
Fund--Portfolio Supervision). As the holder of the Securities, the Trustee will
have the right to vote all of the voting stocks in a Portfolio and will vote
such stocks in accordance with the instructions of the Sponsors except that, if
the Trustee holds any of the common stocks of Merrill Lynch & Co., Inc.,
Prudential Insurance Company of America (the parent of Prudential Securities
Incorporated) or The Travelers Inc. (as long as it remains the parent of Smith
Barney Inc.) or any other common stock of companies which are affiliates of the
Sponsors, the Trustee will vote such stock in the same proportionate
relationship as all other shares of such companies are voted.

The yield and price of stocks of the type deposited in the Fund are
dependent on a variety of factors, including money market conditions, general
conditions of the corporate bond and equity markets, size of a particular
offering and capital structure of the issuer. While it may not be likely that
dividends on any stocks would be omitted, of course no assurances can be given
since earnings available for dividends, regardless of the size of the company,
are subject to numerous events which are often beyond the issuer's control.
Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. Of course, the Portfolio will change somewhat over
time, as Securities are purchased upon creation of additional Units, as
securities are sold to meet Unit redemptions or in other limited circumstances.

PORTFOLIO SUPERVISION

The Fund follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. In the event a public tender offer is made for a Security or a
merger or acquisition is announced affecting a Security, the Sponsors may
instruct the Trustee to tender or sell the Security in the open market when in
its opinion it is in the best interests of investors to do so. Although the
Portfolio is not actively managed, it is regularly reviewed and evaluated and
Securities can be sold in case of certain adverse developments concerning a
Security including the adverse financial condition of the issuer, the
institution of legal proceedings against the issuer, a decline in the price or
the occurrence of other market or credit factors that might otherwise make
retention of the Security detrimental to the interest of investors or if the
disposition of these Securities is necessary in order to enable the Fund to make
distributions of the Fund's capital gain net income or desirable in order to
maintain the qualification of the Fund as a regulated investment company under
the Internal Revenue Code. Securities can also be sold to meet redemption of
Units; the Sponsors are also authorized to direct the reinvestment of the
proceeds of the sale of Securities, as well as moneys held to cover the purchase
of Securities pursuant to contracts which have failed, in additional Securities.

RISK FACTORS

2
<PAGE>
worsens. In addition, holders of common stocks have generally inferior rights to
receive payments from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by, the issuer.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of capital provided by debt securities. Common stocks in general may
be especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsors cannot predict the
direction or scope of any of these factors.

THE S&P 500 INDEX AND THE S&P MIDCAP INDEX

The S&P 500 Index is composed of 500 selected common stocks, most of which
are listed in the New York Stock Exchange. This well-known index, originally
consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957 and was
restructured in 1976 to a composite consisting of four major industry sectors:
industrial, utility, financial and transportation. The four major industry
sectors are comprised of eleven regular industry sectors which are further
divided into industry groups. The S&P 500 Index contains a variety of stocks
which are market-value weighted to represent the overall market. The Index
represents approximately 70% of U.S. stock market capitalization. As of December
31, 1996, the mean market capitalization of the companies in the S&P 500 Index
is approximately $11,251 million.

The S&P MidCap Index is composed of 400 selected common stocks; as of
December 31, 1997, were listed on the New York Stock Exchange, seven were
listed on the American Stock Exchange and 101 were quoted on The Nasdaq National
Market. The MidCap Index stocks were chosen for market size, liquidity and
industry group representation. As of December 31, 1997, industrial stocks
accounted for approximately % of S&P MidCap Index market capitalization,
utilities approximately %, financial stocks approximately % and
transportation stocks approximately %. The capitalizations of individual
companies ranged from about $
million to over $ million; the mean market capitalization of the companies
in the S&P MidCap Index was approximately $ million.

LIQUIDITY

3
<PAGE>
LITIGATION AND LEGISLATION

LIFE OF THE FUND; FUND TERMINATION

Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Trustee will seek to dispose of any Securities remaining in the Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.

HOW TO BUY UNITS

PUBLIC OFFERING PRICE

The Public Offering Price is based on the next evaluation of the Securities
and includes a sales charge based on the amount on the same day by a single
purchaser.

SALES CHARGE
(GROSS UNDERWRITING PROFIT)
--------------------------------
AS PERCENT OF AS PERCENT OF
PUBLIC OFFERING NET AMOUNT
AMOUNT PURCHASED PRICE INVESTED
- ------------------------------------------ ----------------- -------------
Less than $25,000......................... 2.25% 2.302%
$25,000-$49,999........................... 2.00 2.041
$50,000-$74,999........................... 1.75 1.781
$75,000-$99,999........................... 1.50 1.523
$100,000-$249,999......................... 1.25 1.266
$250,000-$999,999......................... 1.00 1.010
$1,000,000-$4,999,999..................... 0.75 0.756
$5,000,000 or more........................ 0.50 0.503

The concession to dealers is 65% of the effective sales charge.

To qualify for a reduced sales charge, the dealer must confirm that the
sale is to a single purchaser or is purchased for its own account and not for
distribution. For these purposes, Units held in the name of the purchaser's
spouse or

4
<PAGE>
child under 21 years of age are deemed to be purchased by a single purchaser. A
trustee or other fiduciary purchasing securities for a single trust or single
fiduciary account is also considered a single purchaser.

The graduated sales charges shown in Appendix A will apply on all purchases
on any one day (with credit given for previously purchased Units as described
below under Right of Accumulation) by a single purchaser of Units in one or both
Trusts of this Fund only in the amounts stated. For this purpose purchases will
not be aggregated with concurrent purchases of any other unit trusts sponsored
by the Sponsors. However, Units held in the name of the spouse of the purchaser
or in the name of a child of the purchaser under 21 years of age are deemed to
be registered in the name of the purchaser. The graduated sales charges are also
applicable to a trustee or other fiduciary purchasing securities for a single
trust estate or single fiduciary account. To qualify for the reduced sales
charge and concession applicable to quantity purchases, the dealer must confirm
that the sale is to a single purchaser. The sales charge is lower than sales
charges on many other equity investments.

EVALUATIONS

Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. If the Securities are listed on a national securities exchange or the
Nasdaq National Market, evaluations are generally based on closing sales prices
on that exchange or that system (unless the Trustee deems these prices
inappropriate) or, if closing sales prices are not available, at the mean
between the closing bid and offer prices. If the Securities are not listed or if
listed but the principal market is elsewhere, the evaluation is generally
determined based on sales prices of the Securities on the over-the-counter
market or, if sales prices in that market are not available, on the basis of the
mean between current bid and offer prices for the Securities or for comparable
securities or by appraisal or by any combination of these methods. Neither the
Sponsors nor the Trustee guarantee the enforceability, marketability or price of
any Securities.

CERTIFICATES

Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Redeem or Sell Units below). Certain
Sponsors collect additional charges for registering and shipping Certificates to
purchasers. Lost or mutilated Certificates can be replaced upon delivery of
satisfactory indemnity and payment of costs.

HOW TO REDEEM OR SELL UNITS

You can redeem your Units at any time for net asset value. In addition, the
Sponsors have maintained an uninterrupted secondary market for Units for over 20
years and will ordinarily buy back Units at net asset value. The following
describes these two methods to redeem or sell Units in greater detail.

REDEEMING UNITS

You can always redeem your Units directly with the Trustee for net asset
value. This can be done by sending the Trustee a redemption request together
with any Unit certificates you hold, which must be properly endorsed or
accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. In certain instances, additional documents may be required
such as a trust instrument, certificate of corporate authority, certificate of
death or appointment as executor, administrator or guardian.

5
<PAGE>
Within seven days after the Trustee's receipt of your request (and any
necessary documents), a check will be mailed to you in an amount equal to the
net asset value of your Units. Because of the sales charge, market movements or
changes in the Portfolio, net asset value at the time you redeem your Units may
be greater or less than the original cost of your Units. Net asset value is
calculated each Business Day by adding the value of the Securities, declared but
unpaid dividends on the Securities, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses and any remaining Deferred Sales Charges, unreimbursed Trustee
advances, cash held to redeem Units or for distribution to investors and the
value of any other Fund liabilities; and dividing the result by the number of
outstanding Units. After the initial offering period, the repurchase and cash
redemption prices will be reduced to reflect the cost to the Fund of liquidating
Securities to meet the redemption.

As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Agent for the
Sponsors based on market and credit factors determined to be in the best
interest of the Fund. These sales are often made at times when the Securities
would not otherwise be sold and may result in lower prices than might be
realized otherwise and may also reduce the size and diversity of the Fund. If
Securities are being sold during a time when additional Units are being created
by the purchase of additional Securities (as described under Portfolio
Selection), Securities will be sold in a manner designed to maintain, to the
extent practicable, the proportionate relationship among the number of shares of
each Security in the Portfolio.

Redemptions may be suspended or payment postponed (i) if the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (ii) if
the SEC determines that trading on the New York Stock Exchange is restricted or
that an emergency exists making disposal or evaluation of the Securities not
reasonably practicable or (iii) for any other period permitted by SEC order.

SPONSORS' SECONDARY MARKET FOR UNITS

The Sponsors, while not obligated to do so, will buy back Units at net
asset value without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of the sales charge, market movements or
changes in the portfolio, net asset value at the time you sell your Units may be
greater or less than the original cost of your Units. The Sponsors may resell
the Units to other buyers or redeem the Units by tendering them to the Trustee.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue the secondary market for Units without prior
notice if the supply of Units exceeds demand or for other business reasons.
Regardless of whether the Sponsors maintain a secondary market, you have the
right to redeem your Units for net asset value with the Trustee at any time, as
described above.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME AND DISTRIBUTIONS

Each Unit receives an equal share of monthly distributions of dividend
income. Because dividends on the Securities are not received at a constant rate
throughout the year, any income distribution may be more or less than the amount
then credited to the Income Account. Dividends payable to the Fund are credited
to an Income Account, as of the date on which the Fund is entitled to receive
the dividends, and other receipts are credited to a Capital Account. A Reserve
Account may be created by withdrawing from the Income and Capital Accounts
amounts considered appropriate by the Trustee to reserve for any material amount
that may be payable out of the Fund. Funds held by the Trustee in the various
accounts do not bear interest.

6
<PAGE>
Dividend income received by the Fund and available for distribution and the
distributable balance in the Capital Account (other than capital gains) as of
any particular record day will be distributed on or shortly after the related
distribution day to the holders of record on that record day.

REINVESTMENT PLAN

FUND EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
Trustee's annual fee is payable in monthly installments. The Trustee also
benefits when it holds cash for the Fund in non-interest bearing accounts.
Possible additional charges include Trustee fees and expenses for extraordinary
services, costs of indemnifying the Trustee and the Sponsors, costs of action
taken to protect the Fund and other legal fees and expenses, Fund termination
expenses and any governmental charges. The Trustee has a lien on Fund assets to
secure reimbursement of these amounts and may sell Securities for this purpose
if cash is not available. The Sponsors receive an annual fee currently estimated
at $0.28 per 1,000 Units to reimburse them for the cost of providing Portfolio
supervisory services to the Fund. While the fee may exceed their costs of
providing these services to the Fund, the total supervision fees from all Series
of Equity Investor Fund will not exceed their costs for these services to all of
those Series during any calendar year. The Sponsors may also be reimbursed for
their costs of providing bookkeeping and administrative services to the Fund.
The Trustee's and Sponsors' fees may be adjusted for inflation without
investors' approval.

The Trusts have entered into license agreements with Standard & Poor's that
permit the Trusts to use the trademarks and tradenames 'S&P 500', 'S&P MidCap
400 Index' and other trademarks and tradenames, to the extent the Sponsors deem
appropriate and desirable under federal and state securities laws to indicate
the source of the Indices as a basis for determining the composition of the
Fund's investment portfolios. As consideration for the grant of the license,
each Portfolio will pay to Standard & Poor's Corporation an annual fee equal to
.02% of the average net asset value of the Portfolio (or, if greater, $10,000).
In addition, the Fund will pay approximately $45,000 per year for access to
independent computer services that track the S&P 500 Index and the S&P MidCap
Index. Computer expenses will be divided between the Trusts in proportion to
their respective assets during the relevant period.

7
<PAGE>
TAXES

TAXATION OF THE FUND

Each Trust intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Sections 851-855 of the
Internal Revenue Code of 1986, as amended (the 'Code'). Qualification and
election as a 'regulated investment company' involve no supervision of
investment policy or management by any government agency. If a Trust qualifies
as a 'regulated investment company' and distributes to investors 90% or more of
its taxable income, excluding its net capital gain (i.e., the excess of its net
long-term capital gain over its net short-term capital loss), it will not be
subject to Federal income tax on any portion of its taxable income (including
any net capital gain) distributed to investors in a timely manner. In addition,
a Trust will not be subject to the 4% excise tax on certain undistributed income
of 'regulated investment companies' to the extent it distributes to investors in
a timely manner at least 98% of its taxable income (including any net capital
gain). It is anticipated that a Trust will not be subject to Federal income tax
or the excise tax, because the Indenture requires the distribution of the
Trust's taxable income (including any net capital gain) in a timely manner.
Although all or a portion of a Trust's taxable income (including any net capital
gain) for any calendar year may be distributed shortly after the end of that
calendar year, such a distribution will be treated for Federal income tax
purposes as having been received by investors during the calendar year.

DISTRIBUTIONS

Distributions of a Trust's net capital gain (designated as capital gain
dividends by the Trust) will be taxable to investors as long-term capital gain,
regardless of the time the investor has held his Units. Distributions to
investors of a Trust's dividend income and net short-term capital gain in any
year will be taxable as ordinary income to investors to the extent of the
Trust's taxable income (other than taxable income attributable to its net
capital gain) for that year. Any excess will be treated as a return of capital
and will reduce the investor's basis in his Units and, to the extent that such
distributions exceed his basis, will be treated as a gain from the sale of his
Units as discussed below. It is anticipated that substantially all of the
distributions of a Trust's dividend income and net short-term capital gain will
be taxable as ordinary income to investors.

An investor will generally recognize capital gain or loss when the investor
sells or redeems his Units. Capital gains are currently taxed at the same rate
as ordinary income, however, the excess of net long-term capital gains over net
short-term capital losses may be taxed at a lower rate than ordinary income for
certain individuals and other noncorporate taxpayers. A capital gain or loss is
long-term if the asset is held for more than one year and short-term if held for
one year or less. However, any capital loss on the sale or redemption of a Unit
that an investor has held for six months or less will be a long-term capital
loss to the extent of any capital gain dividends previously distributed to the
investor by the Trust. The deduction of capital losses is subject to
limitations.

Distributions that are taxable as ordinary income to investors will constitute
dividends for Federal income tax purposes. To the extent that distributions are
appropriately designated by a Trust and are attributable to dividends received
by the Trust from domestic issuers with respect to whose Securities the Trust
satisfies the requirements for the dividends-received deduction, such
distributions will be eligible for the 70% dividends-received deduction for
certain corporate investors. Depending upon the particular corporate investors
circumstances, limitations on the availability of the dividends-received
deduction may be applicable. Further, Congress from time to time considers
proposals that would adversely affect the after-tax return to investors that can
take advantage of the deduction. For example,
Investors are urged to consult their own tax advisers in this regard.

Dividends received by a Trust from foreign issuers will in most cases be
subject to foreign withholding taxes. The Trust will not be eligible for, and
therefore does not expect to make, an election that would enable investors to
credit foreign withholding taxes against their federal income tax liability on
distributions by the Trust.

Investors will be taxed in the manner described above regardless of whether
distributions from the Fund are actually received by the investor or are
reinvested pursuant to the Reinvestment Plan. The Federal tax status of each
year's distributions will be reported to investors and to the Internal Revenue
Service.

The foregoing discussion relates only to the Federal income tax status of
the Trust and to the tax treatment of distributions by the Trust to U.S.
investors. Investors that are not United States citizens or residents should be
aware that distributions from the Trust will generally be subject to a
withholding tax of 30%, or a lower treaty rate, and

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should consult their own tax advisers to determine whether investment in a Trust
is appropriate. Distributions may also be subject to state and local taxation
and investors should consult their own tax advisers in this regard.

RETIREMENT PLANS

Equity Income Funds may be well suited for purchase by Individual
Retirement Accounts ('IRAs'), Keogh plans, pension funds and other qualified
retirement plans, certain of which are briefly described below. Generally,
capital gains and income received in each of the foregoing plans are exempt from
Federal taxation. All distributions from such plans are generally treated as
ordinary income but may, in some cases, be eligible for special 5 or 10 year
averaging or tax-deferred rollover treatment. Holders of Units in IRAs, Keogh
plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any of these plans should review specific tax laws
related thereto and should consult their attorneys or tax advisors with respect
to the establishment and maintenance of any of these plans. These plans are
offered by brokerage firms, including the Sponsor of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.

Individual Retirement Account--IRA, Any individual can make use of a
qualified IRA arrangement for the purchase of Units of the Fund. Any individual
(including one covered by an employer retirement plan) can make a contribution
in an IRA equal to the lesser of $2,000 ($4,000 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute will be reduced if the individual's adjusted
gross income exceeds $25,000 (in the case of a single individual), $40,000 (in
the case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). Certain transactions which are
prohibited under Section 408 of the Code will cause all or a portion of the
amount in an IRA to be deemed to the distributed and subject to tax at that
time. Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. Taxable distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability or where the amount distributed is part of a series of substantially
equal periodic (at least annual) payments that are to be made over the life
expectancies of the participant and his or her beneficiary, are generally
subject to a surtax in an amount equal to 10% of the distribution.

Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.

RECORDS AND REPORTS

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors and the Trustee. This Prospectus summarizes various
provisions of the Indenture, but each statement is qualified in its entirety by
reference to the Indenture.

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The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.

The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.

MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.

AUDITORS

TRUSTEE