21ST CENTURY TRUST SERIES 4, 485BPOS, 1995-07-11

21ST CENTURY TRUST SERIES 4
485BPOS, 1995-07-11

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 11, 1995

Registration No. 33-46215
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-6

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

A. Exact name of trust: 21ST CENTURY TRUST, SERIES 4

B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.

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

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

Send copies of all communications to:

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

E. Approximate date of proposed public offering:
[X] CHECK BOX IF IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON
JULY 11, 1995, PURSUANT TO PARAGRAPH (b) OF RULE 485.

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

<PAGE> 2

21ST CENTURY TRUST

CROSS REFERENCE SHEET

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

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

I. Organization and General Information

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE> 3

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

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

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

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

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

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

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

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

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

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

<PAGE> 4

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

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

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

(b) Reinvestment of distributions.. <F1>

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

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

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

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

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

<PAGE> 5

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

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

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

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

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

III. Organization, Personnel and Affiliated Persons of Depositor

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

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

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

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

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

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

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

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

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

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

<PAGE> 6

IV. Distribution and Redemption of Securities

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

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

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

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

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

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

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

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

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

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

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

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

44. (a) Method of valuation............ Summary of Essential Information
The Trusts -- Objectives and
Securities Selection
Public Offering -- Public Offering
Price
<PAGE> 7

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

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

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

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

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

V. Information Concerning the Trustee or Custodian

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

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

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

VI. Information Concerning Insurance of Holders of Securities

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

VII. Policy of Registrant

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

(b) Transactions involving
elimination of underlying
securities..................... <F1>
<PAGE> 8

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

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

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

VIII. Financial and Statistical Information

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

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

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

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

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

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

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

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

<PAGE> 9

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

- -------------------------------------------------------------------------------
21ST CENTURY TRUST
SERIES 4
- -------------------------------------------------------------------------------

PROSPECTUS PART ONE

The Trusts. The objectives of the Trust are protecting capital for
Unitholders who purchase Units at the Initial Public Offering Price or less and
hold their Units through the Mandatory Termination Date and providing dividend
income and capital appreciation through investment in a fixed portfolio
consisting of "zero coupon" obligations (i.e., securities which accrue but do
not pay income currently, are sold at a discount and represent an obligation to
pay a fixed amount at a future date) issued by the United States government
("Zero Coupon Obligations") and of publicly traded common stocks which provide
income or are considered to have the potential for capital appreciation (the
"Equity Securities") (collectively, the "Portfolio"). The value of the Units of
a Trust will fluctuate with the value of the Portfolio (see "Summary of
Essential Information" in this Part One and "The Trusts" in Part Two). The
Units being offered by this Prospectus are issued and outstanding Units which
have been purchased by Edward D. Jones & Co. (the "Underwriter") in the
secondary market or upon tender to the Trustee for redemption. The profit or
loss resulting from the sale of Units will accrue to the Underwriter. No
proceeds from the sale of Units will be received by the Trust.

Public Offering Price. The Public Offering Price of the Units is based upon
the Evaluator's evaluation of the pro rata share of the bid prices of the Zero
Coupon Obligations and the underlying market value of the Equity Securities of
a Trust, plus or minus a pro rata share of cash and amounts receivable in
respect of Equity Securities trading ex-dividend. The Public Offering Price
includes a sale charge of 2.90% (2.98% of the aggregate market value of the
underlying Securities) until July 1, 1996, at which time the sales charge will
decrease. Certain information in this prospectus is provided as of a date prior
to July 1, 1995 and thus does not reflect current sales charges. See "Summary
of Essential Information" in this Part One. Unless terminated earlier, the
Trust will terminate on the Mandatory Termination Date as set forth in the
"Summary of Essential Information" in this Part One, and any Securities then
held will, within a reasonable time thereafter, be sold by the Trustee. Any
securities sold at termination will be sold at the then current market value
for such Securities; therefore, the amount distributable in cash to a
Unitholder may be more or less than the amount such Unitholder paid for his
Units.

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 10

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part One dated July 11, 1995

SUMMARY OF ESSENTIAL INFORMATION
21ST CENTURY TRUST, SERIES 4
AS OF MAY 31, 1995

<S> <C>

Number of Units. . . . . . . . . . . . . . . . . . . . . . . . . 286,420
Fractional Undivided Interest in the Trust Represented by
Each Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . 1/286,420th
Public Offering Price Per Unit:
Aggregate Market Value of Securities in the Trust <F1>. . . $ 7,249,595
Other net assets <F2> . . . . . . . . . . . . . . . . . . . 37,604
-----------
Total aggregate value of the Trust. . . . . . . . . . . . . $ 7,287,199
===========
Divided by 286,420 Units (times 100 Units) . . . . . . . . . . . $ 2,544
Plus Sales Charge of 3.40% of Public Offering Price (3.52%
of Trust assets as determined by the Trustee) per
100 Units <F3> . . . . . . . . . . . . . . . . . . . . . . . . 89
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . $ 2,633
===========
Redemption Price per 100 Units <F4>. . . . . . . . . . . . . . . $ 2,544
===========
Aggregate market value of Zero Coupon Obligations. . . . . . . . $ 3,934,111
===========

<C> <C>

Evaluation Time. . . . . . . . . . . . . Close of trading on the New York
Stock Exchange (currently 4:00 P.M.
New York time).
Record Date. . . . . . . . . . . . . . . December 10 of each year.
Distribution Date. . . . . . . . . . . . December 20 of each year.
Capital Distribution Dates . . . . . . . December 20 of each year, unless the
amount in the Capital Account
available to be distributed is less
than $1.00 per 100 Units outstanding
or earlier if the amount is greater
than $10.00 per 100 Units
outstanding.
Date Trust Established . . . . . . . . . April 8, 1992
Zero Coupon Obligations Maturity Date. . May 15, 2002 <F5>
Mandatory Termination Date . . . . . . . May 31, 2002
Minimum Termination Value. . . . . . . . The Trust Agreement may be terminated
by the Sponsor if the market value of
the Trust at any time is less than
$2,500,000.
Trustee's Fee and Estimated Expenses . . $2.34 per 100 Units per annum.
Sponsor's Annual Portfolio
Supervision Fee. . . . . . . . . . . . $0.40 per 100 Units, maximum of $0.50
per 100 Units.
Evaluator's Fee. . . . . . . . . . . . . $10 per evaluation.

<PAGE> 12

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

<F1> Securities listed on a securities exchange are valued by the Trustee
at the closing sale price on the exchange or, if not so listed, at the
current bid price or other bases.

<F2> The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units in the Income Account and
the Capital Account of the Trust (other than amounts required to be
distributed by the Trustee pursuant to the Trust Agreement) and
amounts receivable in respect of Securities trading ex-dividend on the
date of evaluation net of accrued expenses.

<F3> Effective on each July 1, the sales charge will be decreased by
one-half of 1% to a minimum sales charge of 1.40%. (See "Public
Offering -- Public Offering Price" in Part Two.)

<F4> This price is computed as of the date listed above and may vary from
such price on any subsequent date.

<F5> Distributions from the Trust on account of the Zero Coupon Obligations
will be equal to or greater than the Initial Public Offering Price as
of the Date of Deposit which was $20.37.

</TABLE>

<PAGE> 13

PORTFOLIO

As of March 31, 1995, 21st Century Trust, Series 4, consists of 30 issues
of Equity Securities and one issue of Zero Coupon Obligations issued by the
U.S. Government which will mature on May 15, 2002. See "Schedule of Trust
Securities" herein in Part One.

<TABLE>
PER UNIT INFORMATION
(Per 100 Units)
<CAPTION>
1994 <F1> 1993 <F2> 1992 <F3>
---------- ---------- ----------
<S> <C> <C> <C>

Net asset value per Unit at beginning of
period . . . . . . . . . . . . . . . . . $2,253.31 $2,289.26 $1,951.02
========== ========== ==========
Net asset value per Unit at end of
period . . . . . . . . . . . . . . . . . $2,410.52 $2,253.31 $2,289.26
========== ========== ==========
Distributions to Unitholders of investment
income including accumulated dividends
paid on Units redeemed (average Units
outstanding for entire period) . . . . . $ 21.90 $ 37.80 $ 12.20
========== ========== ==========
Distribution to Unitholders from Security
redemption proceeds (average Units
outstanding for entire period) . . . . . $ 126.36 $ -- $ --
========== ========== ==========
Change in unrealized appreciation
(depreciation) of Securities (per Unit
outstanding at end of period). . . . . . $ 138.04 $ (18.53) $ 317.02
========== ========== ==========
Weighted average Units outstanding . . . . 298,499 305,620 305,620
Units outstanding at end of period . . . . 288,820 305,620 305,620

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

<F1> For the period from April 1, 1994 through March 31, 1995.

<F2> For the period from April 1, 1993 through March 31, 1994.

<F3> For the period from April 8, 1992 (date of deposit) through March 31,
1993.

</TABLE>
<PAGE> 14

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of 21st Century Trust, Series 4:

We have audited the accompanying statement of net assets and the schedule
of trust securities of 21st Century Trust, Series 4 as of March 31, 1995, and
the related statements of operations and changes in net assets for the years
ended March 31, 1995 and 1994, and for the period from April 8, 1992 (date of
deposit), through March 31, 1993. These financial statements are the
responsibility of Unison Investment Trusts Ltd. (the "Sponsor"). Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. In addition, securities owned as of March 31, 1995,
were confirmed by direct correspondence with the Trustee. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 21st Century Trust, Series
4 as of March 31, 1995, and the results of its operations and changes in its
net assets for the years ended March 31, 1995 and 1994, and for the period from
April 8, 1992 (date of deposit), through March 31, 1993, in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

St. Louis, Missouri
June 9, 1995

21ST CENTURY TRUST, SERIES 4
STATEMENT OF NET ASSETS
MARCH 31, 1995

<S> <C>

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,358
Investments in Securities, at market value (cost
$5,623,956) (Note 1). . . . . . . . . . . . . . . . . . . 6,934,919
Dividends receivable. . . . . . . . . . . . . . . . . . . . 7,230
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . $6,966,507
-----------

LIABILITIES:
Accrued Trust expenses. . . . . . . . . . . . . . . . . . . $ 4,437
-----------
Total liabilities. . . . . . . . . . . . . . . . . . . $ 4,437
-----------

NET ASSETS applicable to 288,820 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . . $6,962,070
===========

NET ASSETS, REPRESENTED BY:
Cost to original investors of 305,620 Units sold. . . . . . $6,331,189
Less initial underwriting commission (Note 1) . . . . . . . 316,431
-----------
$6,014,758

Less accumulated redemption of Units (Note 3) . . . . . . . 377,203
-----------
$5,637,555
Undistributed net investment income . . . . . . . . . . . . $ 23,033
Unrealized appreciation of investments. . . . . . . . . . . 1,310,963
Accumulated net realized gain (loss) from investment
transactions. . . . . . . . . . . . . . . . . . . . . . . 44,614
Principal distributions to Unitholders of proceeds from
investment transactions . . . . . . . . . . . . . . . . . (54,095)
-----------
Net assets . . . . . . . . . . . . . . . . . . . . . . $6,962,070
===========
NET ASSET VALUE PER 100 UNITS (288,820 Units Outstanding). . . . $ 2,410.52
===========

<FN>
See accompanying notes to financial statements.

</TABLE>

<PAGE> 16
<TABLE>
21ST CENTURY TRUST
SERIES 4

STATEMENT OF OPERATIONS
<CAPTION>

1994 <F1> 1993 <2> 1992 <F3>
----------- ----------- -----------
<S> <C> <C> <C>

Investment Income (Note 1):
Dividend income . . . . . . . . . . . . . . . . . . . . . . . $ 72,608 $ 3,269 $ 70,795
----------- ----------- -----------
Expenses (Note 2):
Trustee fees and expenses . . . . . . . . . . . . . . . . . . $ 10,268 $ 10,971 $ 10,727
----------- ----------- -----------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . $ 10,268 $ 10,971 $ 10,727
----------- ----------- -----------
Net investment income. . . . . . . . . . . . . . . . . . $ 62,340 $ 62,298 $ 60,068
----------- ----------- -----------
Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions . . . . $ 54,612 $ -- $ (9,998)
Net change in unrealized appreciation (depreciation) of
investments . . . . . . . . . . . . . . . . . . . . . . . . 398,706 (56,644) 968,900
----------- ----------- -----------
Net gain (loss) on investments . . . . . . . . . . . . . $ 453,318 $ (56,644) $ 958,902
----------- ----------- -----------
Net increase (decrease) in net assets from operations. . . . . . . $ 515,658 $ 5,654 $1,018,970
=========== =========== ===========

STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>

1994 <F1> 1993 <2> 1992 <F3>
----------- ----------- -----------
<S> <C> <C> <C>

Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . $ 62,340 $ 62,298 $ 60,068
Net realized gain (loss) from investment transactions
(Note 1). . . . . . . . . . . . . . . . . . . . . . . . . . 54,612 -- (9,998)
Net change in unrealized appreciation (depreciation) of
investments (Note 1). . . . . . . . . . . . . . . . . . . . 398,706 (56,644) 968,900
----------- ----------- -----------
Net increase (decrease) in net assets from operations. . $ 515,658 $ 5,654 $1,018,970
----------- ----------- -----------
Distributions to unitholders from:
Net investment income . . . . . . . . . . . . . . . . . . . . $ 62,956 $ 61,430 $ 37,286
Proceeds from investment transactions . . . . . . . . . . . . -- 54,095 --
----------- ----------- -----------
Total distribution to unitholders . . . . . . . . . . . . . . $ 62,956 $ 115,525 $ 37,286
----------- ----------- -----------
Redemption of units (Note 3) . . . . . . . . . . . . . . . . . . . $ 377,203 $ -- $ --
----------- ----------- -----------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $ 75,499 $ (109,871) $ 981,684

<PAGE> 17

Net asset value to unitholders:
Beginning of period . . . . . . . . . . . . . . . . . . . . . $ 6,886,571 $6,996,442 $2,981,358
Additional securities purchased . . . . . . . . . . . . . . . -- -- 3,033,400
----------- ----------- -----------
Net assets at end of period (including undistributed net
investment income of $23,033, $23,649 and $22,782,
respectively). . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,962,070 $6,886,571 $6,996,442

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

<F1> For the period from April 1, 1994 through March 31, 1995.

<F2> For the period from April 1, 1993 through March 31, 1994.

<F3> For the period from April 8, 1992 (date of deposit) through March 31, 1993.

See accompanying notes to financial statements.

</TABLE>

SCHEDULE OF TRUST SECURITIES
21ST CENTURY TRUST, SERIES 4
MARCH 31, 1995

<CAPTION>
Current
Number Annualized Aggregate
Portfolio of Shares Dividend Market
Number or Amount Name of Issuer of Securities Per Share <F1> Value <F2> Ranking <F3>
- --------- --------- ------------------------------------------- -------------- ----------- ------------
<C> <C> <C> <C> <C> <C>

1 1,698 American International Group, Inc. $0.46 $ 177,016 A+
2 2,265 AT&T Corp. 1.32 177,214 A-
3 2,265 Automatic Data Processing, Inc. 0.60 142,695 A+
4 2,077 The Boeing Company 1.00 111,639 A
5 1,321 Bristol-Myers Squibb Company 2.00 83,058 A+
6 3,777 Cooper Tire & Rubber Company 0.24 107,644 A
7 1,698 CSX Corporation 1.76 133,718 B
8 2,077 E.I. du Pont de Nemours and Company 1.88 125,658 B+
9 1,698 Exxon Corp. 3.00 113,129 B+
10 3,683 First Virginia Banks, Inc. 1.32 127,064 A
11 2,265 Gannett Co., Inc. 1.36 120,894 A
12 2,644 General Electric Company <F4> 1.64 142,776 A+
13 1,698 W.W. Grainger, Inc. 0.80 107,398 A+
14 2,265 Hershey Foods Corporation 1.30 115,798 A
15 2,454 Hillenbrand Industries, Inc. 0.60 70,246 A
16 3,968 Humana Health Plans, Inc. 0.00 101,680 B+
17 1,887 Kimberly-Clark Corporation 1.80 98,124 A+
18 1,321 Eli Lilly and Company 2.58 96,598 A
19 2,265 Loctite Corporation 0.84 109,003 A
20 2,832 Marion Merrill Dow, Inc. 1.00 70,092 A
21 4,535 McDonalds Corp. <F5> 0.24 155,324 A+
22 2,077 Melville Corporation 1.52 77,368 A-
23 4,156 Newell Co. <F6> 0.40 105,978 A+
24 1,321 Pfizer Inc. 2.08 113,278 A-
25 3,022 Pitney Bowes, Inc. 1.20 108,792 A+
26 3,400 The J.M. Smucker Company 0.50 75,225 A
27 3,022 State Street Boston Corp. 0.64 94,628 A+
28 3,777 SUPERVALU INC. 0.94 101,035 A
29 3,777 Wal-Mart Stores, Inc. 0.20 96,313 A+
30 2,454 WMX Technologies Inc. 0.60 67,485 A-
---------- ----------
77,699 $3,266,870
========== ----------
31 $6,066,000 Interest Portion U.S. Treasury Separate
========== Trading of Registered Interest and Principal
of Securities (STRIPS) Due May 15, 2002 <F7> -- $3,668,049
----------
$6,934,919
==========

<PAGE> 19

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

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

<F2> Valuation of Securities by the Evaluator was made, in the case of the Equity Securities, on the
basis of the closing sale price on the securities exchange on which they are listed on the date
above, or, if no such price exists, the mean between the closing bid and offer prices on such date
or other bases, and in the case of the Zero Coupon Obligations, on the basis of the aggregate bid
side evaluation of the Zero Coupon Obligations.

<F3> As ranked by Standard & Poor's Corporation. See "Description of Earnings and Dividend Rankings"
herein.

<F4> On December 17, 1993, General Electric Company declared a 2-for-1 stock split which was paid on
May 13, 1994.

<F5> On May 27, 1994, McDonald's Corp. declared a 2-for-1 stock split which was paid on June 24, 1994.

<F6> On August 3, 1994, Newell Co. declared a 2-for-1 stock split which was paid on September 1, 1994.

<F7> The Zero Coupon Obligations were purchased at a discount because there are no interest payments
thereon prior to maturity (such securities are often referred to as "zero coupon" obligations). Over
the life of the Zero Coupon Obligations the accrued value increases, so that upon maturity the
holders will receive 100% of the stated amount due (see Note 2 above).

See accompanying notes to financial statements.

</TABLE>

<PAGE> 20

21ST CENTURY TRUST
SERIES 4

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

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

Security Valuation -- Security valuation is based upon the Evaluator's
evaluation of the pro rata share of the bid prices of the Zero Coupon
Obligations and the underlying market value of the Equity Securities of a Trust
(generally determined by the last closing sale prices of listed Equity
Securities, or if no such price exists, at the mean between the bid and offer
prices or other bases). (See "Rights of Unitholders -- Redemption of Units" in
Part Two.)

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

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

NOTE 2 -- OPERATING EXPENSES:

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

NOTE 3 -- UNIT REDEMPTIONS:
During the period ended March 31, 1995, 16,800 Units were presented for
redemption for Series 4.

<PAGE> 21

DESCRIPTION OF EARNINGS AND DIVIDEND RANKINGS <F1>

The investment process involves assessment of various factors -- such as
product and industry position, corporate resources and financial policy -- with
results that make some common stocks more highly esteemed than others. In this
assessment, Standard & Poor's believes that earnings and dividend performance
is the end result of the interplay of these factors and that, over the long
run, the record of this performance has a considerable bearing on relative
quality. The rankings, however, do not pretend to reflect all of the factors,
tangible or intangible, that bear on stock quality.

Relative quality of bonds or other debt, that is, degrees of protection for
principal and interest, called creditworthiness, cannot be applied to common
stocks, and therefore rankings are not to be confused with bond quality ratings
which are arrived at by a necessarily different approach.

Growth and stability of earnings and dividends are deemed key elements in
establishing Standard & Poor's earnings and dividend rankings for common
stocks, which are designed to capsulize the nature of this record in a single
symbol. It should be noted, however, that the process also takes into
consideration certain adjustments and modifications deemed desirable in
establishing such rankings.

The point of departure in arriving at these rankings is a computerized
scoring system based on -per-share earnings and dividend records of the most
recent ten years -- a period deemed long enough to measure significant time
segments of secular growth, to capture indications of basic change in trends as
they develop, and to encompass the full peak-to-peak range of the business
cycle. Basic scores are computed for earnings and dividends, then adjusted as
indicated by a set of predetermined modifiers for growth, stability within
long-term trends, and cyclicality. Adjusted scores for earnings and dividends
are then combined to yield a final score.

Further, the ranking system makes allowance for the fact that, in general,
corporate size imparts certain recognized advantages from an investment
standpoint. Conversely, minimum size limits (in terms of corporate sales
volume) are set for the various rankings, but the system provides for making
exceptions where the score reflects an outstanding earnings-dividend record.

The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:

A+ ..... Highest B+ ..... Average C ..... Lowest
A ..... High B ..... Below Average D ..... In Reorganization
A- ..... Above Average B- ..... Lower

</TABLE>

The positions as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.
- ---------------
<F1> As published by Standard & Poor's Corporation.
<PAGE> 22

A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and
relative current standing. These rankings must not be used as market
recommendations; a high-score stock may at times be so overpriced as to justify
its sale, while a low-score stock may be attractively priced for purchase.
Rankings based upon earnings and dividend records are no substitute for
complete analysis. They cannot take into account potential effects of
management changes, internal company policies not yet fully reflected in the
earnings and dividend record, public relations standing, recent competitive
shifts, and a host of other factors that may be relevant to investment status
and decision.

<PAGE> 23

21ST CENTURY TRUST

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

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

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

Legal Counsel Bryan Cave LLP
to Sponsor 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

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

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

Except as to statements made herein furnished by the Trustee or the
Evaluator, the Trustee nor the Evaluator has assumed any responsibility for the
accuracy, adequacy and completeness of the information contained in this
Prospectus.

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

No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplementary sales literature prepared
by the Sponsor, and any information or representations not contained therein
must not be relied upon as having been authorized by either the Trusts, the
Trustee, the Sponsor or the Evaluator. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, units in any State to any
person to whom it is not lawful to make such offer in such State. Each Trust is
registered as a Unit Investment Trust under the Investment Company Act of 1940,
as amended. Such registration does not imply that the Trusts or any of its
Units has been guaranteed, sponsored, recommended or approved by the United
States or any State or agency or officer thereof.
<PAGE> 24

21ST CENTURY TRUST
SERIES 4

------------------------------
CURRENT PROSPECTUS
PART ONE
------------------------------

Updated as of July 11, 1995

<PAGE> 25
NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE. BOTH PARTS
OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

- -------------------------------------------------------------------------------
21ST CENTURY TRUST
SERIES
- -------------------------------------------------------------------------------

PROSPECTUS PART TWO

The Trusts. The objectives of the Trusts are protecting capital, for
Unitholders who purchase at the initial offering price, or less, and hold their
units through the Mandatory Termination Date and providing dividend income and
capital appreciation through investment in a portion of a portfolio consisting
of "zero coupon" obligations ("Zero Coupon Obligations") issued by the U.S.
Government and the remainder of Trust's portfolio in common stocks and, in the
case of Series 9, American Depository Receipts ("ADRs") of publicly traded
companies ("Equity Securities") (collectively, the "Portfolio"). The value of
the Units of a Trust will fluctuate with the value of the relevant Portfolio.
The Trusts consist of a series of unit investment trusts. The Units being
offered by this Prospectus are issued and outstanding Units which have been
purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary market
or from the Trustee after having been tendered for redemption. The profit or
loss resulting from the sale of Units will accrue to the Underwriter. No
proceeds from the sale of the Units will be received by the Trusts.

Public Offering Price. The secondary market Public Offering Price of the
Units is based on the Evaluator's evaluation of the pro rata share of the bid
prices of the Zero Coupon Obligations and the underlying market value of the
Equity Securities in the Portfolio of a Trust, or at the mean between the bid
and offer prices or other bases, plus or minus a pro rata share of cash in the
amounts receivable in respect of Equity Securities trading ex-dividend,
including a sales charge as set forth in "Public Offering Price" on the front
cover of Part One until July 1, 1995, at which time the sales charge will
decrease as indicated in the "Summary of Essential Information" in Part One.

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part Two dated July 11, 1995

<PAGE> 26

TABLE OF CONTENTS
-----------------

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Summary Description of the Portfolio . . . . . . . . . . . . . . . . . 28
Objectives and Portfolio Selection . . . . . . . . . . . . . . . . . . 33

PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . 35
Unit Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Sponsor's and Underwriter's Profit . . . . . . . . . . . . . . . . . . . 36

FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Taxation of Dividends Received by a Trust. . . . . . . . . . . . . . . . 37
Corporate Unitholders Dividends Received Deduction . . . . . . . . . . . 38
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Disposition of Securities by a Trust and Disposition of Units. . . . . . 39
Special Tax Consequences of In Kind Distributions Upon Redemption of
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Computation of the Unitholder's Tax Basis. . . . . . . . . . . . . . . . 40
Back-up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 40

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW . . . . . . . . . . . 41

RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 42

TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 47

ADMINISTRATION OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . 47
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 48
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 48
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 49
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 49
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 52

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
The Evaluator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

<PAGE> 27

INTRODUCTION

Each series of 21st Century Trust (a "Trust") was created under the laws of
the State of New York pursuant to a Trust Agreement (the "Agreement") and a
related Standard Terms and Conditions of Trust (the "Indenture," as amended and
restated, collectively with the Agreement, the "Indenture and Agreement") by
and between Unison Investment Trusts Ltd. (the "Sponsor"), The Bank of New York
as successor Trustee to United States Trust Company of New York, effective June
19, 1995, (the "Trustee") and Van Kampen American Capital Investment Advisory
Corp. as successor Evaluator to Kenny S&P Evaluation Services, a division of J.
J. Kenny Co., Inc., effective June 19, 1995, (the "Evaluator"). The purpose and
objective of each Trust is to protect capital, for Unitholders who purchase at
the initial offering price, or less, and hold their Units through the Mandatory
Termination Date, and to provide income and capital appreciation by investing a
portion of its portfolio in "zero coupon" obligations (i.e., securities which
accrue but do not pay income currently, are sold at a discount and represent an
obligation to pay a fixed amount at a future date) issued by the U.S.
Government (the "Zero Coupon Obligations") and the remainder of such Trust's
portfolio in publicly traded common stocks issued by United States corporations
and, in the case of Series 9, American Depositary Receipts ("ADRs") (the
"Equity Securities") which provide income or are considered to have the
potential for capital appreciation (such Zero Coupon Obligations and the Equity
Securities are collectively referred to herein as the "Portfolio" or the
"Portfolio Securities"), allowing investors greater diversification than they
might be able to acquire individually. Series 9 may contain ADRs which are
receipts issued by United States depositaries evidencing ownership of common
stocks issued by corporations formed in countries other than the United States
and on deposit with custodians located outside the United States. The issuers
of the publicly traded common stocks in the Portfolio, together with the
foreign issuers of the common stocks underlying any ADRs are collectively
referred to herein as the "Issuers". Both the publicly traded common stocks and
any ADRs provide income or are considered to have the potential for capital
appreciation or both. ADRs provide income in the form of distribution payments
of dividends received on the underlying foreign securities, while common stocks
provide income in the form of dividends. Any reference in this Prospectus Part
Two to "dividends" shall also refer to distribution payments made with respect
to any ADRs in the Portfolio. The Zero Coupon Obligations are backed by the
full faith and credit of the U.S. Government. The guarantee of the U.S.
Government does not apply to the market value of the Zero Coupon Obligations,
the Equity Securities or the Units of a Trust, the net asset value of which
will fluctuate and, prior to maturity, may be more or less than a purchaser's
acquisition cost. There is no assurance that these objectives will be met
because the payment and level of dividends is dependent upon, among other
things, the amount each Issuer has available for such purpose and, with respect
to ADRs, the exchange rates in effect at the time of the conversion.
Furthermore, diversification of a Trust's assets will not eliminate the risk of
loss inherent in the ownership of "zero coupon" obligations and Equity
Securities.

<PAGE> 28

THE TRUSTS

Summary Description of the Portfolio

An investment in Units of a Trust should be made with an understanding of
the risks inherent in an investment in Zero Coupon Obligations and Equity
Securities.

Each Trust consists of (a) the Portfolio Securities listed under "Schedule
of Portfolio Securities" in Part One, which Portfolio Securities shall continue
to be held in each Trust unless (i) there are Failed Contract Securities and no
Replacement Securities are purchased with respect thereto (see "The Trusts --
Objectives and Portfolio Selection" herein) or (ii) there is a redemption of
Units which requires the sale of Portfolio Securities (see "Rights of
Unitholders -- Redemption of Units" herein) and (b) any additional Portfolio
Securities acquired and held by each Trust pursuant to the provisions of the
Indenture and Agreement plus cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way for any default
in or failure to make distributions on any of the Portfolio Securities.
However, should any contract for the purchase of any of the Portfolio
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in a Trust to cover such purchase are
reinvested in Replacement Securities in accordance with the Agreement, refund
the cash, sales charge and transaction fees attributable to such failed
contract to all Unitholders on the twentieth day of the month following the
expiration of the period in which the Sponsor is permitted to deliver
Replacement Securities as provided in the Indenture and Agreement. (See "The
Trusts -- Objectives and Portfolio Selection" herein.)

Because certain of the Equity Securities from time to time may be sold
under certain circumstances described herein, and because the proceeds from
such events will be distributed to Unitholders and will not be reinvested by
the Trustee, no assurance can be given that a Trust will retain, for any length
of time, its present size and composition. Although the Portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances or to sell or hold securities offered or
distributed to a Trust by an issuer of Equity Securities. (See "Rights of
Unitholders -- Redemption of Units" herein.) Equity Securities, however, will
not be sold by a Trust to take advantage of market fluctuations or changes in
anticipated rates of appreciation or depreciation. (See "Administration of the
Trusts --Administration of the Portfolio" herein.)

The Zero Coupon Obligations deposited in a Trust consist of the interest
and/or principal components of U.S. Treasury obligations. The Zero Coupon
Obligations evidence the right to receive a fixed amount at a future date from
the U.S. Government, and are backed by the full faith and credit of the U.S.
Government. Zero Coupon Obligations are purchased at a deep discount because
the buyer obtains only the right to a fixed amount at a fixed date in the
future and does not receive any interest payments prior to maturity. The lack
of current interest payments also means that any income tax owed on the
accreting income would have to be paid from other sources. The effect of owning
deep discount bonds which do not make current interest payments (such as the
Zero Coupon Obligations) is that a fixed yield is earned not only on the
original investment but also, in effect, on all earnings during the life of the
<PAGE> 29

discount obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest the income on such obligations
at a rate as high as the implicit yield on the discount obligation, but at the
same time eliminates the holder's ability to reinvest at higher rates in the
future. For this reason, the Zero Coupon Obligations are subject to
substantially greater price fluctuations during periods of changing interest
rates than are securities of comparable quality which make regular interest
payments. Because these price fluctuations affect the Evaluator's determination
of the market value of the Units, a Unitholder that sells or redeems Units
prior to the Mandatory Termination Date may realize a loss upon such sale or
redemption.

An investor should also have an understanding of the risks which an
investment in equity securities, including common stock and ADRs, entails
before making an investment in Units. Because the ADRs eligible for deposit in
Series 9 represent ownership of the common stock of foreign corporations, the
considerations described herein with respect to common stock also apply
generally to any ADRs in a Trust. Such risks include those arising from the
fact that the rights of common stock owners to payments are generally inferior
to creditors, debt holders and preferred stock owners of the issuing company.
Common stock owners are also subject to risks of declines in the general equity
market or in the market for the Company's industry sector and the worsening of
the financial condition of a company or the economy in which it operates. Such
risks may result in declines in values of the common stocks which in turn would
negatively affect the value of Units. Although actions have been taken to
provide a diversified portfolio of equity securities which tends to reduce the
effects of these risks, no guarantee can be made that they will not occur and
negatively affect the value of Units.

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

<PAGE> 30

An investment in Units of Series 9 should also be made with an
understanding of the additional risks and consequences an investment in ADRs
entails, which include risks involved in the ADRs themselves and those inherent
in foreign securities as well as the investor's risk of becoming subject to
special tax consequences due to the receipt of income from foreign sources.
(See "Federal Taxation -- Taxation of Dividends Received by a Trust" herein.)
An ADR is a receipt that is issued by an American depositary, usually a bank,
and which is denominated in and represents the ownership of a specified number
of foreign securities on deposit with a foreign entity, also usually a bank,
that acts as custodian of and transfer and collection agent with respect to
such foreign securities. The depositary and custodian usually charge fees upon
the deposit and withdrawal of securities, the conversion of dividends to U.S.
dollars, the disposition of non-cash distributions and the performance of other
services. ADRs, although not necessarily the underlying securities, are
registered with the Securities and Exchange Commission.

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

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

An ADR facility may be established by a foreign issuer that seeks to have
its securities traded in the United States, in which case the ADRs are referred
<PAGE> 31

to as "sponsored", or the ADR facility may be initiated by an entity unrelated
to the foreign issuer, usually a brokerage firm, that seeks to make a market in
the foreign security, in which case the ADRs are referred to as "unsponsored".

In the case of a sponsored ADR, the foreign issuer enters into an
arrangement with a single American depositary and a foreign custodian and
usually agrees to pay certain administrative and shareholder related fees and
expenses, although ADR holders will bear certain costs. Under the terms of most
sponsored ADRs, depositaries undertake to distribute notices of shareholder
meetings and voting instructions and to make other shareholder communications
available to ADR holders upon the foreign issuer's instruction. Generally, the
underlying security of a sponsored ADR will be registered with the Securities
and Exchange Commission, making the ADR eligible for listing on United States
exchanges.

In the case of an unsponsored ADR, the fees and expenses of the facility
are generally born solely by the ADR holders. In addition, the depositary is
frequently under no contractual obligation to distribute shareholder
communications of any type or to pass through voting rights to the ADR holders.
Other unsponsored ADRs with respect to the same underlying security are often
established by other market makers and depositaries. Such duplicate ADRs are
treated as fungible in the trading markets. Therefore, when duplicate
unsponsored ADRs exist, there is no mechanism that links a particular
unsponsored ADR to its actual depositary or the distributions made by it.
Instead, unsponsored ADRs are usually held on deposit with U.S. clearing
agencies, which take in the various unsponsored ADR distributions and forward
them on to the ADR owners. Additionally, if a holder of an unsponsored ADR
seeks to exchange the ADR for the underlying securities there can be delays in
settlement if it becomes necessary to trace the ADR to its issuing depositary.
This may occur if other depositaries refuse to accept the ADR or have
insufficient securities to effect the exchange. Because the underlying
securities are not generally registered in the United States and because the
underlying securities may have been issued at different times, there is a
possibility that if an unsponsored ADR is exchanged for underlying securities,
or the ADR holder otherwise receives the underlying securities, such holder may
come into possession of unregistered restricted securities which cannot be sold
in the U.S. until certain statutory waiting periods have expired.

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

<PAGE> 32

companies. Further, it may be more difficult to obtain and enforce a judgment
against a foreign issuer.

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

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

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

Unitholders will be unable to dispose of any of the Equity Securities in
the Portfolio, as such, and will not be able to vote the Equity Securities. As
the holder of the Equity Securities, the Trustee will have the right to vote
all of the voting stocks in each Trust and will vote such stocks in accordance
with the instructions of the Sponsor.

Each of the risks referred to above could adversely affect the ability and
the inclination of the Issuers to declare or to pay dividends and the ability
of holders of common stock and ADRs to realize any value from the assets of the
Issuers upon liquidation or bankruptcy.

<PAGE> 33

Objectives and Portfolio Selection

The objectives of each Trust are to protect Unitholders' capital, and
provide investors with income and capital appreciation by investing a portion
of the portfolio in Zero Coupon Obligations and the remainder in Equity
Securities. Each Trust has a Mandatory Termination Date as set forth under
"Summary of Essential Information" in Part One. The Zero Coupon Obligations
evidence the right to receive a fixed amount at the maturity date thereof from
the U.S. Government and are backed by the full faith and credit of the U.S.
Government. The guarantee of the U.S. Government does not apply to the market
value of the Zero Coupon Obligations or the Units of the Trusts, the net asset
value of which will fluctuate and, prior to maturity, may be worth more or less
than a Unitholder's acquisition cost for such Units. There is no guarantee that
a Trust's objectives will be achieved because such objectives are subject to
the continuing ability of the respective Issuers to continue to declare and pay
dividends and because the market value of the Portfolio Securities can be
affected by a variety of factors. (See "The Trusts -- Summary Description of
the Portfolio" herein.) Common stocks may be especially susceptible to general
stock market movements and to volatile increases and decreases in value as
market confidence in and perception of the Issuers change, thus investors
should be aware that there can be no assurance that the value of the Equity
Securities will increase. However, each Trust has been organized so that
purchasers of Units should receive, at the termination of a Trust at the
Mandatory Termination Date, an amount at least equal to the Initial Public
Offering Price, which is equal to or less than the per Unit value upon maturity
of the Zero Coupon Obligations, even if the Equity Securities never paid a
dividend and the value of the Equity Securities in each Trust decreased to
zero, which the Sponsor considers highly unlikely.

In selecting any ADRs for inclusion in the Series 9 Portfolio, in addition
to the factors associated with the selection of Equity Securities of any
Issuer, the Sponsor considers the following factors, among others: (1) the
location of the foreign issuer of the securities underlying the ADRs; (2) the
likelihood of favorable market and political conditions in the country in which
such foreign issuer is located; (3) the amount of publicly available
information available from such foreign issuer; and (4) historical and recent
fluctuations in the exchange rate of the currency of such foreign issuer
relative to the U.S. Dollar.

In the event of a failure of a contract for the purchase of Portfolio
Securities for reasons beyond the control of the Sponsor or Trustee (the
"Failed Contract Securities"), the Sponsor may purchase an equal number and
type of the Failed Contract Securities (the "Replacement Securities") and
deposit such Replacement Securities in a Trust. The Replacement Securities must
be purchased within 30 days after delivery by the Sponsor to the Trustee of
notice of the failed contract, and the cost to such Trust for such Replacement
Securities may not exceed the amount available under the letter of credit
deposited by the Sponsor with respect to such Failed Contract Securities.

With respect to Replacement Securities for the Zero Coupon Obligations,
such Replacement Securities shall be of the type originally selected for
<PAGE> 34

deposit in such Trust and must have the same maturity value as the Failed
Contract Security and the same Zero Coupon Maturity Date, which must be prior
to the Mandatory Termination Date. In addition, the purchase of Replacement
Securities shall not adversely affect the federal income tax status of a Trust.
In the event the Sponsor is unable to replace the Failed Contract Securities as
provided above, the Trustee shall distribute to the Unitholders from the cash
in such Trust attributable to such Failed Contract Securities an amount equal
to the market value of such Failed Contract Securities (as determined by the
Evaluator) on the Business Day prior to the day the contract or contracts
relating to such Failed Contract Securities were deposited in such Trust and,
if such Failed Contract Securities are Equity Securities, shall sell all other
Equity Securities, if any, issued by the issuer of such Failed Contract
Securities and shall distribute to the Unitholders their respective pro rata
interest in the proceeds of such sale. Neither the Sponsor nor the Trustee
shall be liable in any way for any failure of any contract for the purchase of
the Portfolio Securities. However, should any contract for the purchase of any
of the Portfolio Securities deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in a Trust to cover such purchase are
reinvested in Replacement Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract to all
Unitholders on the twentieth day of the month following the expiration of the
period in which the Sponsor is permitted to deliver Replacement Securities as
provided in the Indenture and Agreement. In the event of any refund, each
individual Unitholder's basis will be reduced by the amount refunded to such
Unitholder, and each Unitholder's income would also be reduced by such
Unitholder's pro rata interest in the income attributable to the Failed
Contract Securities. Because certain of the Equity Securities from time to time
may be sold under certain circumstances described herein, and because the
proceeds from such events will be distributed to Unitholders and will not be
reinvested, and because under certain circumstances, in connection with offers
or distributions by Issuers of Equity Securities, additional and/or different
securities may be deposited in a Trust, no assurance can be given that a Trust
will retain for any length of time its present size and composition. (See
"Administration of the Trusts -- Administration of the Portfolio" herein.)

Because the Series 9 Trust may hold ADRs representing proof of ownership of
foreign securities on deposit with foreign custodians and there is a
possibility that at some future date an ADR will be terminated causing such
Trust to hold the foreign securities represented by such an ADR, Units of
Series 9 may not be an appropriate investment for a pension plan subject to
Title I of the Employee Retirement Income Security Act of 1974 ("ERISA").
Prospective investors subject to ERISA should consult their tax advisors in
determining the appropriateness of an investment in the Series 9 Trust.
Unless a Unitholder purchases Units of a Trust on the Date of Deposit (or
another date when the value of the Units is less than or equal to the Initial
Public Offering Price), total distributions, including distributions made upon
termination of a Trust, may be less than the amount paid for a Unit.

PUBLIC OFFERING

General

Units of each Trust are offered for sale at the Public Offering Price which
in the secondary market is based on the Evaluator's evaluation of the pro rata
<PAGE> 35

share of the bid prices of the Zero Coupon Obligations and the underlying
market value of the Equity Securities of a Trust (generally determined by the
last closing sale prices of Equity Securities, or if no such price exists, at
the mean between the bid and offer prices or other bases) plus or minus the pro
rata share of cash, if any, in the Income Account and the Capital Account of
each Trust (other than amounts required to be distributed by the Trustee
pursuant to the Indenture and Agreement), and includes a sales charge as
described in "Public Offering -- Public Market" below.

Public Offering Price

On any particular date, the Public Offering Price will vary from the
amounts set forth on the "Summary of Essential Information" page in Part One in
accordance with fluctuations in the aggregate market value of the Portfolio
Securities, the amount of available cash on hand in a Trust, whether or not the
Equity Securities are trading ex-dividend and the amount of certain accrued
fees and expenses.

As more fully described in the Indenture and Agreement the aggregate market
value of the Portfolio Securities is determined on each Business Day by the
Evaluator. (See "Rights of Unitholders --Redemption of Units" herein.)
Determinations are effective for transactions effected subsequent to the last
preceding determination.

Although payment is normally made five business days following an order for
the purchase of Units, payment may be made prior thereto. However, evidence of
ownership of the Units so ordered will be made five business days following
such order or shortly thereafter. A person will become the owner of Units on
the date of settlement provided payment has been received. Cash, if any, made
available to the Underwriter prior to the date of settlement for the purchase
of Units may be used in the Underwriter's businesses and may be deemed to be a
benefit to the Underwriter, subject to the limitations of Rule 15c3-3 under the
Securities Exchange Act of 1934.

Unit Distribution

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

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

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

<PAGE> 36

Public Market

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

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

Sponsor's and Underwriter's Profit

As stated in "Public Offering -- Public Market" above, the Underwriter
intends to maintain a secondary market for the Units of each Trust. In so
maintaining a market, the Underwriter will realize a profit or sustain a loss
in the amount of any difference between the prices at which such Units were
bought and the prices at which such Units were resold (such prices include a
sales charge) or the prices at which such Units were redeemed, as the case may
be.

FEDERAL TAXATION

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

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

<PAGE> 37

General Consequences

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

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

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

The Zero Coupon Obligations held in a Trust are U.S. government obligations
which accrue but do not pay income currently, are sold at a discount and
represent an obligation to pay a fixed amount at a future date. The Zero Coupon
Obligations are treated as bonds which were originally issued at an original
issue discount. For tax purposes, original issue discount is treated as a form
of interest, and the amount of original issue discount is generally the
difference between the purchase price of the obligation and either (i) its
stated redemption price at maturity or (ii) the amount payable on the due date
of the Zero Coupon Obligation. A Unitholder will be required to include in
gross income the sum of his daily portions of the original issue discount
determined for each day during which the Zero Coupon Obligation is held in such
Trust and will be subject to federal income tax on the total amount of such
original issue discount which accrues during such taxable year even though the
income is not distributed to the Unitholder until termination of such Trust. In
general, original issue discount accrues daily under a constant interest rate
method which takes into account the semi-annual compounding of accrued
interest. In the case of the Zero Coupon Obligations this method will generally
result in an increasing amount of income to be reported by a Unitholder each
year during the term of his investment in such Trust. There can be no assurance
that dividend income distributed to a Unitholder during a taxable year will
equal or exceed the amount of such Unitholder's share of income subject to tax
including his share of original issue discount subject to tax.

Taxation of Dividends Received by a Trust

For federal income tax purposes, a Unitholder's pro rata portion of taxable
dividends paid by a corporation with respect to any Equity Security will be
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits" as such term is defined in Section 316 of
the Code. A Unitholder's pro rata portion of taxable dividends which exceed
such current and accumulated earnings and profits will first reduce a
Unitholder's tax basis in such Equity Security, and to the extent that such
dividends exceed a Unitholder's tax basis in such Equity Security, shall be
treated as capital gain. Such capital gain will be short-term unless a
<PAGE> 38

Unitholder has held its Units and the Trust has held such Equity Security for
more than one year. Under certain circumstances corporate Unitholders may be
able to deduct from gross income a portion of dividends received by a Trust
with respect to Equity Securities held by such Trust and, accordingly, should
consult their tax advisors concerning the federal income tax consequences of
such distributions.

Series 9. Distributions paid on ADRs also may be subject to a withholding
tax imposed by foreign countries. Tax treaties between certain countries and
the United States may reduce or eliminate such withholding taxes. Distributions
received on ADRs may be reduced by the amount of any applicable foreign
withholding tax.

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

Corporate Unitholders Dividends Received Deduction

A corporation (other than a corporation taxed as an S Corporation, a
regulated investment company, a real estate mortgage investment conduit, or a
real estate investment trust) which owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unitholder's pro rata
portion of taxable dividends received from domestic corporations by a Trust in
the same manner as if such corporation directly owned the Equity Securities
paying such dividends. A corporation owning Units should be aware that Sections
246 and 246A of the Code impose certain limitations on the deductibility of a
corporate Unitholder's pro rata share of taxable dividends received by such
Trust including the following: (1) the aggregate amount of the dividends
received deduction is limited to 70%, or, in some cases, 80%, of the corporate
Unitholder's taxable income with certain adjustments; (2) the Units with
respect to which the dividends are received must generally have been held by
the corporation for more than 45 days (90 days in the case of certain
preference dividends); and (3) the Code contains specific rules which are
generally designed to reduce or eliminate the dividends received deduction to
the extent a corporation has incurred debt to acquire its Units. Additionally,
a corporate Unitholder who has held its Units for 2 years or less may be
required to reduce its tax basis in its Units by the amount of the nontaxed
portion of certain extraordinary dividends paid to a Trust. Due to the
complexity of the requirements relating to the dividends received deduction,
corporate Unitholders should consult their tax advisors concerning the
application of the dividends received deduction to their specific
circumstances. Upon written request, the Trustee shall furnish information
regarding the source, amount and date of receipt of dividends paid to a Trust.

Limitations on Deductibility of Trust Expenses by Individual Unitholders

Each Unitholder's pro rata share of each expense paid by a Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by the Unitholder. However, individual Unitholders may deduct
<PAGE> 39

certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses only to the extent they
exceed 2% of such individual's adjusted gross income. Accordingly, individual
Unitholders may be required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.

Disposition of Securities by a Trust and Disposition of Units

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

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

Special Tax Consequences of In Kind Distributions Upon Redemption of Units

As discussed in "Rights of Unitholders -- Redemption of Units", upon
termination of a Trust a Unitholder tendering 2,500 Units or more for
redemption may request an In Kind Distribution of Equity Securities. As
previously discussed, prior to the redemption of Units, a Unitholder is
considered as owning a pro rata portion of each of such Trust's assets for
federal income tax purposes. The receipt of an In Kind Distribution upon the
redemption of Units would be deemed an exchange of such redeeming Unitholder's
pro rata portion of each Equity Security (or, with respect to Series 9, ADRs)
and other assets held by such Trust in exchange for an undivided interest in
whole shares of stock (or, with respect to Series 9, ADRs) and possibly cash. A
Unitholder must elect to have his Equity Securities exchanged entirely in kind
plus cash for fractional shares or entirely for cash.

There are different potential tax consequences which may occur under an In
Kind Distribution with respect to each Portfolio Security owned by a Trust. The
Unitholder will recognize gain or loss on the Zero Coupon Obligation in an
amount equal to the difference between the Unitholder's basis in the Zero
Coupon Obligation and the cash received. In Rev. Rul. 90-7, 1990-1 C.B. 153,
which revoked the Internal Revenue Service's ("Service") prior ruling position
on this issue, the Service held that if a Unitholder receives only whole shares
of a security in exchange for its pro rata interest in each such security held
by the trust, no gain or loss would be recognized upon such exchange because
<PAGE> 40

the exchange effects no material difference in the Unitholder's position. If
the Unitholder receives whole shares of a particular Equity Security plus cash
in lieu of a fractional share of such Equity Security, or if the Unitholder
receives only cash in lieu of a fractional share of an Equity Security, gain or
loss would be recognized in an amount equal to the difference between the
amount of cash received and the Unitholder's adjusted basis in the fractional
share. The Unitholder's tax basis in the shares of such particular Equity
Security which the Unitholder receives as part of the In Kind Distribution
would equal the Unitholder's basis in such particular Equity Security before
the redemption, increased or decreased by any gain or loss recognized by the
Unitholder on the receipt of cash in lieu of a fractional share of such
particular Equity Security, and decreased by any cash received in lieu of a
fractional share of such particular Equity Security. Redeeming Unitholders who
request an In Kind Distribution are advised to consult their tax advisers in
this regard.

Computation of the Unitholder's Tax Basis

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

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

Back-up Withholding

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

<PAGE> 41

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW

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

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

RIGHTS OF UNITHOLDERS

Units

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

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

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

Each distribution from the Income Account and payment upon redemption of a
Unit will be paid to the Depository for the benefit of the record holder of the
Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository's normal
procedures, which currently provide for payments in next-day funds settled
through the New York Clearing House. Each DTC participant will be responsible
for disbursing such payments to the beneficial owners of the Units that it
represents and to each brokerage firm for which it acts as agent. Each such
<PAGE> 42

brokerage firm will be responsible for disbursing funds to the beneficial
owners of the Units that it represents.

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

The Trustee is authorized to treat as the record owner of Units that person
who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to
establish the authority of the person making such transfer. In certain
instances, the Trustee may require additional documents such as, but not
limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority.

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

Certain Limitations

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

Redemption of Units

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

<PAGE> 43

On the seventh calendar day following such tender, or if the seventh
calendar day is not a Business Day, on the first Business Day prior thereto,
the Unitholder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit (unless the redeeming Unitholder elects
an In-Kind Distribution as described below) next computed as of the Evaluation
Time set forth in the "Summary of Essential Information" in Part One on the
date of tender. The "date of tender" is deemed to be the date on which the
Units are received by the Trustee, except that as regards Units received after
the Evaluation Time, the date of tender is the next day on which the exchange
is open for trading and such Units will be deemed to have been tendered at the
Redemption Price computed on that day.

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. If such available funds
shall be insufficient, the Trustee is empowered to sell such Portfolio
Securities as have been designated for such purpose in order to make funds
available for redemption, provided however, that the Zero Coupon Obligations
may not be sold unless the sale of such Zero Coupon Obligations will not reduce
the Maturity Value of the Zero Coupon Obligations still held in a Trust below
the amount required to distribute from the proceeds of the sale or maturity of
the Zero Coupon Obligations upon the termination of a Trust at the Mandatory
Termination Date an amount at least equal to the Initial Public Offering Price.
In the event that (i) Zero Coupon Obligations may not be sold to fund a
redemption of Units pursuant to the preceding sentence, and (ii) no other
Trust's assets are available for liquidation to fund such redemption, the
Trustee will advance to a Trust such amounts as may be necessary to pay the
Redemption Price of the tendered Units. The Trustee shall be reimbursed the
amount of any such advance from such Trust as soon as the Zero Coupon
Obligations may be sold in such amount as will not reduce the Maturity Value of
the Zero Coupon Obligations still held in such Trust below the amount required
to distribute an amount at least equal to the Initial Public Offering Price
from the proceeds of the sale or maturity of the Zero Coupon Obligations upon
the termination of such Trust at the Mandatory Termination Date.

At the Mandatory Termination Date, Unitholders tendering 2,500 Units or
more for redemption may request from the Trustee in lieu of a cash redemption a
distribution in kind ("In-Kind Distributions") of an amount and value of Equity
Securities per Unit equal to the Market Value of such Unitholder's Units. At
the Mandatory Termination date, a Unitholder must elect to have its Units
redeemed either entirely in kind plus cash for fractional shares or entirely in
cash. An In-Kind Distribution of Units will be made by the Trustee through the
distribution of each of the Portfolio Securities in book-entry form to the
account of the Unitholder's bank or broker-dealer at The Depository Trust
Company. The tendering Unitholder will receive his pro rata number of whole
shares of each of the Equity Securities in a Trust plus cash from the Capital
Account equal to the fractional shares to which the tendering Unitholder is
entitled. The cash received by the tendering Unitholder will be reduced by any
costs determined by the Trustee in its sole discretion to result from the
registration and transfer of Equity Securities or otherwise resulting from an
In-Kind Distribution. In implementing these redemption procedures, the Trustee
shall make any adjustments necessary to reflect differences between the
Redemption Price of the Securities distributed in kind as of the date of
<PAGE> 44

tender. If funds in the Capital Account are insufficient to cover the required
cash distribution to the tendering Unitholder, the Trustee may sell Portfolio
Securities according to the criteria discussed above.

Sales of Portfolio Securities may be required at a time when Portfolio
Securities would not otherwise be sold and may result in lower prices than
might otherwise be realized. The price received upon redemption of Units may be
more or less than the amount paid by the Unitholder depending on the value of
the Securities in the Portfolio at the time of redemption. Equity Securities
will be sold to meet redemptions of Units before Zero Coupon Obligations,
although Zero Coupon Obligations may be sold if a Trust is assured of retaining
a sufficient principal amount of Zero Coupon Obligations to provide funds upon
maturity of a Trust at least equal to the Initial Public Offering Price.
Special federal income tax consequences will result if a Unitholder requests an
In-Kind Distribution. (See "Federal Taxation" herein.)

The Redemption Price per Unit of a Trust is determined on the basis of the
bid price of the Zero Coupon Obligations and the aggregate underlying value of
the Equity Securities in a Trust plus or minus cash, if any, in the Income and
Capital Accounts of such Trust, while the Public Offering Price per Unit during
the initial offering period will be determined on the basis of the offering
price of such Zero Coupon Obligations, as of the close of trading on the New
York Stock Exchange on the date any such determination is made, and the
aggregate underlying value of the Equity Securities in such Trust, plus or
minus cash, if any, in the Income Account and Capital Account of such Trust. On
the initial Date of Deposit the Public Offering Price per Unit, which is based
on the offering prices of the Zero Coupon Obligations and the aggregate
underlying value of the Equity Securities in a Trust and includes the sales
charge, exceeded the unit value at which Units could have been redeemed (based
upon the current bid prices of the Zero Coupon Obligations and the Market Value
of the Equity Securities in a Trust) by the amount shown under "Summary of
Essential Information" in Part One. The Redemption Price per Unit is the pro
rata share of each Unit determined by the Trustee by adding: (a) the cash on
hand in such Trust (excluding (1) cash, cash equivalents or letters of credit
deposited in such Trust to purchase Portfolio Securities, unless such cash or
letters of credit have been deposited in the Income and Capital Accounts
because of failure to apply such monies to the purchase of Portfolio Securities
and excluding (2) monies, if any, reserved for payment of applicable taxes or
other governmental charges or credited to the Expense Reserve Fund); (b) the
aggregate value of the Securities (including "when issued" contracts, if any)
held in such Trust, as determined by the Evaluator on the basis of bid prices
of the Zero Coupon Obligations and the aggregate underlying value of the Equity
Securities in such Trust next computed; and (c) all other income from the
Portfolio Securities (including dividends receivable on Equity Securities
trading ex-dividend as of the date of computation) together with all other
assets of such Trust; and deducting therefrom: (i) amounts representing any
applicable taxes or governmental charges payable out of the Trust;
(ii) commencing with the first Evaluation of such Trust after the expiration of
the period during which the Sponsor is permitted to make deposits of additional
Portfolio Securities or the Trustee's earlier receipt of written notice from
the Sponsor that no further such deposits shall be made, an amount representing
estimated accrued expenses of such Trust, including but not limited to fees and
expenses of the Trustee (including legal and auditing fees), the Evaluator and
supervisory fees, if any; (iii) cash held for distribution to Unitholders of
<PAGE> 45

record of such Trust as of the business day prior to the evaluation being made;
and (iv) other liabilities incurred by such Trust; and finally dividing the
result of such computation by the number of Units of such Trust outstanding as
of the date thereof.

The aggregate value of the Equity Securities is determined in the following
manner: if the Equity Securities are listed on a national securities exchange
or the NASDAQ national market system, the evaluation is generally based on the
last closing sale prices on that exchange or that system (unless it is
determined that these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at the mean between
the closing bid and offer prices or other bases. If the Equity Securities are
not so listed or, if so listed and the principal market therefore is other than
on the exchange, the evaluation shall generally be based on the current bid
price on the over-the-counter market (unless these prices are inappropriate as
a basis for evaluation). If current bid prices are unavailable, the evaluation
is generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities on the bid
side of the market or (c) by any combination of the above.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
any emergency exists, as a result of which disposal or evaluation of the
Portfolio Securities is not reasonably practicable, or for such other periods
as the Securities and Exchange Commission may by order permit. Under certain
extreme circumstances, the Sponsor may apply to the Securities and Exchange
Commission for an order permitting a full or partial suspension of the right of
Unitholders to redeem their Units. The Trustee is not liable to any person in
any way for any loss or damage which may result from any such suspension or
postponement.

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

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

<PAGE> 46

TRUST OPERATING EXPENSES

Initial Costs

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

Fees

The Sponsor's supervisory fee, if any, earned for supervising the Portfolio
is based upon the number of Units outstanding on the first December Record Date
and thereafter on the December Record Date of the prior calendar year and will
be payable annually on or before each Distribution Date. The Sponsor's fee is
currently $0.50 per 100 Units (and shall not exceed $0.50 per 100 Units per
year) and may exceed the actual costs of providing these supervisory services,
but at no time will the total amount the Sponsor receives for these supervisory
services, when combined with all compensation received with respect to any
other series of trusts in any calendar year, exceed the aggregate cost to it of
supplying such services in such year.

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

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

<PAGE> 47

Miscellaneous Expenses

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

The fees and expenses set forth herein are payable out of the respective
Trusts. When such fees and expenses are paid by or owing to the Trustee, they
are secured by a lien on the Portfolio Securities in the relevant Trust. Since
the income stream produced by dividend payments on the Portfolio Securities is
unpredictable, the Sponsor cannot provide any assurance that dividends will be
sufficient to meet any or all expenses of a particular Trust. The Trustee may
establish an expense reserve fund for the payment of fees and expenses due and
owing to the Trustee (the "Expense Reserve Fund"). The Sponsor and the Trustee
shall take such steps as they deem necessary to (1) determine the amounts
necessary for reserve, (2) to fund the Expense Reserve Fund, (3) to decide
whether to withdraw funds from the Expense Reserve Fund, and (4) to determine
the amount of the withdrawal from the Expense Reserve Fund. If the balances in
the Income Account and Capital Account are insufficient to provide for amounts
payable by the relevant Trust, the Trustee has the power to (1) sell Portfolio
Securities to pay such amounts, provided, however, that no Zero Coupon
Obligations may be sold to pay any fees or expenses of such Trust, unless such
Trust is assured of retaining a sufficient principal amount of Zero Coupon
Obligations to provide funds on termination of a particular Trust on the
Mandatory Termination Date at least equal to the Initial Public Offering Price
and/or (2) make withdrawals from the Expense Reserve Fund to pay such amounts.
Withdrawal from the Expense Reserve Fund shall only be made if no Equity
Securities are available to be sold to satisfy the fees and expenses of a
particular Trust. Sales of Equity Securities to pay the fees and expenses of a
particular Trust may result in capital gains or losses to Unitholders. (See
"Federal Taxation" herein.)

ADMINISTRATION OF THE TRUSTS

Records and Accounts

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

<PAGE> 48

Distributions of Income and Capital

The Trustee will credit to the Income Account all cash dividends received
by and payable to the relevant Trust. Other receipts are credited to the
Capital Account. Distributions from the Income Account and the Capital Account
generally will be distributed on the Distribution Date or Dates set forth in
the Trust Agreement applicable to such Trust. Distributions will be made to
Unitholders of record on the Record Date set forth in the Trust Agreement
applicable to such Trust. The Trustee shall not be required to make a
distribution from the Capital Account unless the cash balance on deposit
therein available for distribution shall be sufficient to distribute at least
$1.00 per 100 Units. If the amounts in the Capital Account are sufficient to
distribute at least $10.00 per 100 Units, such amounts shall be distributed on
or shortly after the twentieth day of the next succeeding month after such
amounts are accumulated. The Trustee is not required to pay interest on funds
held in the Capital Account or Income Account (but may itself earn interest
thereon and therefore benefits from the use of such funds).

As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account, amounts necessary to pay the expenses of the relevant Trust (as
determined on the basis set forth under "Trust Operating Expenses" herein),
provided, however, that no Zero Coupon Obligations may be sold to pay any fees
or expenses of a particular Trust, except under the conditions set forth under
"Trust Operating Expenses -- Miscellaneous Expense" herein. The Trustee may
also withdraw from the Income and Capital Accounts such amounts, if any, as it
deems necessary to establish a reserve for any applicable taxes or other
governmental charges payable out of such Trust (the "Tax Reserve Fund").
Amounts so withdrawn shall not be considered a part of a Trust's assets until
such time as the Trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the Trustee may withdraw from the Income and
Capital Accounts such amounts as may be necessary to cover redemptions of
Units.

Administration of the Portfolio

The Trusts are not "managed" by the Sponsor or the Trustee and neither the
Sponsor nor the Trustee has the authority to manage a Trust's assets fully in
an attempt to take advantage of various market conditions to improve a Trust's
market value; their activities described below are governed solely by the
provisions of the Indenture and Agreement. The original proportionate
relationship among the number of shares of each Equity Security in a Trust will
be adjusted to reflect the occurrence of a stock dividend, stock split, merger,
reorganization or a similar event which affects the capital structure of an
Issuer which does not affect such Trust's percentage ownership of the common
stock equity of such Issuer at the time of such event. The Sponsor may direct
the Trustee to dispose of Equity Securities (1) upon default in payment
dividends, after declared and when due and payable, (2) if any action or
proceeding has been instituted at law or equity seeking to restrain or enjoin
the payment of dividends on any such Equity Securities, or if there exists any
legal question or impediment affecting such Equity Securities or the payment of
dividends on the same, (3) if there has occurred any breach of covenant or
warranty in any document relating to an Issuer which would adversely affect
either immediately or contingently the payment of dividends on such Equity
Securities, or the general credit standing of an Issuer or otherwise impair the
sound investment character of such Equity Securities, (4) if there has been a
<PAGE> 49

default in the payment of dividends, or the principal of or income or premium,
if any, on any other outstanding obligations of an Issuer (which, for purposes
of this clause, shall, with respect to Series 9, mean either or both an Issuer
of the security underlying an ADR and the depositary for such ADR), (5) if the
price of any such Equity Securities had declined to such an extent or other
such market or credit factors exist that in the opinion of the Sponsor as
evidenced in writing to the Trustee, the retention of such Equity Securities
would be detrimental to the Trust and to the interests of the unitholders,
(6) if all of the Portfolio Securities in a Trust will be sold pursuant to
termination of a Trust as provided in the Indenture and Agreement, (7) if such
sale is required due to Units tendered for redemption, or (8) upon the
occurrence of a change in the business of an Issuer (which, for purposes of
this clause, shall, with respect to Series 9, mean either or both an Issuer of
the security underlying an ADR and the depositary for such ADR) that would have
caused the Sponsor not to include the Securities of such Issuer in the
Portfolio had such circumstances existed prior to the formation of the Trust.
The proceeds of any such disposition of the Equity Securities will be deposited
in the Capital Account of the relevant Trust and distributed to Unitholders
thereof in accordance with the Indenture and Agreement. If a failure to pay
declared cash dividends on any of the Equity Securities occurs and if the
Sponsor does not, within 30 days after notification, instruct the Trustee to
sell or hold such Equity Securities, the Indenture provides that the Trustee
may in its discretion sell such Equity Securities. As the holder of the Equity
Securities, the Trustee will have the right to vote all of the voting stocks in
the Trusts and will vote such stocks in accordance with the instructions of the
Sponsor or, in the absence of such instructions, according to the
recommendations, if any, of the Issuer's management.

The Trustee may also sell Portfolio Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose of redeeming
Units of a Trust tendered for redemption and the payment of expenses; provided,
however, that in the case of Portfolio Securities sold to meet redemption
requests, Zero Coupon Obligations may only be sold if such Trust is assured of
retaining a sufficient principal amount of Zero Coupon Obligations to provide
funds on termination of such Trust at the Mandatory Termination Date at least
equal to the Initial Public Offering Price. Zero Coupon Obligations may not be
sold by the Trustee to meet a Trust's expenses, unless such Trust is assured of
retaining a sufficient principal amount of Zero Coupon Obligations to provide
funds on termination of such Trust at the Mandatory Termination Date at least
equal to the Initial Public Offering Price.

Reports to Unitholders

In connection with each distribution, the Trustee shall furnish the
Unitholder of record a statement of the amount of income and the amount of
other receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share for each 100 Units outstanding. Within a reasonable period of time
after the end of each calendar year, the Trustee shall furnish to each person
who at any time during the calendar year was a registered Unitholder, a
statement (i) as to the Income Account: dividends received, deductions for
applicable taxes, fees and expenses of the relevant Trust, cash amounts paid
for purchases of Portfolio Securities to replace Failed Contract Securities and
<PAGE> 50

for redemptions of Units, if any, amounts reserved for purchases of Contract
Securities or Failed Securities, and the balance remaining after such
distributions and deductions, expressed in each case both as a total dollar
amount and as a dollar amount representing the pro rata share per 100 Units
outstanding on the last Business Day of such calendar year; (ii) as to the
Capital Account: the dates of disposition of any Portfolio Securities and the
net proceeds received therefrom, cash amounts paid for purchases of Portfolio
Securities to replace Failed Contract Securities and for redemption of Units,
deductions for payment of applicable taxes and fees and expenses of the
relevant Trust and the balance remaining after such distributions and
deductions expressed both as a total dollar amount and as a dollar amount
representing the pro rata share per 100 Units outstanding on the last Business
Day of such calendar year; (iii) a list of the Portfolio Securities held and
the number of Units outstanding on the last Business Day of such calendar year;
(iv) the Redemption Price per Unit based upon the last Trustee evaluation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share per 100 Units outstanding.

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

Amendment or Termination

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

In the event of any termination of a particular Trust prior to the Zero
Coupon Obligations Maturity Date, the Trustee shall proceed to liquidate the
Portfolio Securities then held and make the payments and distributions provided
for below except that in such event, the distribution to each Unitholder shall
be made in cash and shall be such Unitholder's pro rata interest in the balance
of the Capital and Income accounts after the deductions discussed below. In the
event that a Trust shall terminate on or after the Zero Coupon Obligations
Maturity Date, the Underwriter shall, not less than 60 days prior to the Zero
Coupon Obligations Maturity Date, send a written notice to all Unitholders
<PAGE> 51

of record owning at least 2,500 Units. Such notice shall allow such Unitholders
to elect to receive an In Kind Distribution of their pro rata share of the
Equity Securities, to the extent of whole shares. The Trustee will honor duly
executed requests for In-Kind Distributions received (accompanied by the
electing Unitholder's Certificate or other evidence satisfactory to the Trustee
of the electing Unitholder's ownership of the Units) by the close of business
five days prior to the Zero Coupon Obligations Maturity Date. Unitholders who
request an In-Kind Distribution shall receive such Unitholder's pro rata
portion of each of the Equity Securities segregated for distribution in kind,
in whole shares and cash equal to such Unitholder's pro rata portion of the
Income and Capital Accounts. Unitholders who do not effectively request an
In-Kind Distribution shall receive their distribution upon termination in cash.

Commencing on the Zero Coupon Obligations Maturity Date for a particular
Trust, Equity Securities will begin to be sold in connection with the
termination of the Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice of any
termination of a Trust shall be given by the Trustee to each Unitholder at his
address appearing on the registration books of such Trust maintained by the
Trustee. The Trustee will honor duly executed requests for In-Kind
Distribution. To be effective, the election form, together with surrendered
certificates and other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Zero Coupon Obligations
Maturity Date. All Unitholders will receive their pro rata portion of the
amounts received on account of the Zero Coupon Obligations in cash upon the
termination of such Trust at the Mandatory Termination Date. All Unitholders
will receive their pro rata portion of the amounts remaining in the Expense
Reserve Fund, if any, in cash upon the termination of such Trust at the
Mandatory Termination Date. Unitholders not electing a distribution of shares
of Equity Securities will receive a cash distribution from the sale of the
remaining Equity Securities within a reasonable time after such Trust is
terminated. Regardless of the distribution involved, the Trustee will deduct
from the funds of such Trust any accrued costs, expenses, advances or
indemnities provided by the Trust Agreement, including estimated compensation
of the Trustee and costs of liquidation and any amounts required as a reserve
to provide for payment of any applicable taxes or other governmental charges.
In addition to the referenced deductions, if the Unitholder requests an In-Kind
Distribution, the Trustee shall also deduct any costs determined by the Trustee
in its sole discretion to be incidental to the registration and transfer of
Equity Securities or otherwise resulting from the Unitholder's election to
receive an In-Kind Distribution, from the cash amount of such Unitholder's
termination distribution. Any sale of Securities in a Trust upon termination
may result in a lower amount than might otherwise be realized if such sale were
not required at such time. The Trustee will then distribute to each Unitholder
his pro rata share of the balance of the Income and Capital Accounts.

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

<PAGE> 52

Written notice of any termination of a Trust shall be given by the Trustee
to each relevant Unitholder at his address appearing on the registration books
of each Trust maintained by the Trustee. If a Trust terminates on the Mandatory
Termination Date, the Trustee will provide written notice thereof to all
Unitholders at least 30 days before such Mandatory Termination Date. The notice
will include a form enabling Unitholders owning 1,200 or more Units of one of
such Series to request an In Kind Distribution rather than payment in cash upon
termination of a Trust. Such request must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. Within a reasonable
period of time after termination, the Trustee will sell any Portfolio
Securities remaining in a Trust. The Trustee will deduct from the funds of a
Trust any accrued costs, expenses, advances or indemnities provided by the
Indenture and Agreement, including estimated compensation of the Trustee and
costs of liquidation and any amounts required as a reserve to provide for
payment of any applicable taxes or other governmental charges. The Trustee will
then distribute to each Unitholder who does not request an In Kind Distribution
his pro rata share of the balance of the Income and Capital Accounts. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount paid by such Unitholder for Units. Any sale of
Portfolio Securities in a Trust upon termination may result in a lower amount
than might otherwise be realized if such sale were not required at such time.

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

Limitations on Liabilities

The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from taking any action in good faith
pursuant to the Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, but shall be liable only for their own willful misfeasance, bad
faith or gross negligence in the performance of their duties or by reason of
their reckless disregard of their obligations and duties hereunder. The Trustee
shall not be liable for depreciation or loss incurred by reason of the sale by
the Trustee of any of the Portfolio Securities. In the event of the failure of
the Sponsor to act under the Indenture and Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture and Agreement.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Portfolio Securities or upon the interest
thereon or upon it as Trustee under the Indenture and Agreement or upon or in
respect of a Trust which the Trustee may be required to pay under any present
or future law of the United States of America or of any other taxing authority
having jurisdiction. In addition, the Indenture and Agreement contain other
customary provisions limiting the liability of the Trustee.

<PAGE> 53

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

MISCELLANEOUS

The Sponsor

Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a
Missouri limited partnership formed on March 24, 1987 ("Unison"), is the
Sponsor of the Trusts. The Jones Financial Companies, A Limited Partnership, a
Missouri limited partnership ("JFC"), which directly or indirectly owns
Edward D. Jones & Co., a Missouri limited partnership ("EDJ"), is the limited
partner in Unison, and Unison Capital Corp., Inc. ("UCC"), a Missouri
corporation, is the general partner of Unison. UCC is a -wholly-owned
subsidiary of LHC, Inc. ("LHC"), which is a wholly-owned subsidiary of JFC. The
principal offices of Unison, JFC, EDJ, UCC and LHC are located at 201 Progress
Parkway, Maryland Heights, Missouri 63043. The Sponsor has also acted as the
sponsor of Insured -Tax-Free Income Trust ("ITFIT"), a unit investment trust
consisting of a portfolio of state, municipal and public authority debt
obligations. ITFIT was established pursuant to a Standard Terms and Conditions
of Trust, as amended and restated, and related Trust Agreements by and among
the Sponsor, The Bank of New York, as trustee, and Standard & Poor's
Corporation, as evaluator. As sponsor of ITFIT, the Sponsor performs activities
that are substantially similar to those it performs for the Trusts. In
addition, the Sponsor has also acted as the sponsor of Central Equity Trust,
Utility Series ("CET Utility"), a unit investment trust consisting of a
portfolio of dividend-paying publicly traded common stocks issued by domestic
electric, gas, water and/or telephone utility companies. CET Utility was
established pursuant to a Standard Terms and Conditions of Trust, as amended
and restated, and related Trust Agreements by and between the Sponsor and The
Bank as trustee. As sponsor of CET Utility, the Sponsor performs activities
that are substantially similar to those it performs for the Trusts.

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

<PAGE> 54

The Trustee

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

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

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

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

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

The Evaluator

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

<PAGE> 55

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

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

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

Effective June 19, 1995, Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc., resigned as Evaluator and Van Kampen American Capital
Investment Advisory Corp. was appointed successor evaluator.

Legal Opinions

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

Auditors

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

<PAGE> 56

21ST CENTURY TRUST

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

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

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

Legal Counsel Bryan Cave LLP
to Sponsor 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

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

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

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

<PAGE> 57

21ST CENTURY TRUST
SERIES

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

Updated as of July 11, 1995

<PAGE> 58

UNDERTAKING TO FILE REPORTS

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

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of 49 pages.

The undertaking to file reports.

The signature.

Written consents of the following persons:

Arthur Andersen LLP.
Kenny S&P Evaluation Services, a division of J.J. Kenny Co., Inc.
(as Evaluator).

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

The following exhibits:

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

14. Consent of Arthur Andersen LLP.

15(a). Consent of Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc.

15(b). Consent of Van Kampen American Capital Investment Advisory
Corp.

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

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

<PAGE> 59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Des Peres, and State
of Missouri, on the 11th day of July, 1995.

21ST CENTURY TRUST

By: UNISON INVESTMENT TRUSTS LTD.,
Depositor

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

By: /S/ STEVEN NOVIK
Its: President

<PAGE> 60

EXHIBIT INDEX
TO
FORM S-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

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

14. Consent of Arthur Andersen LLP

15(a). Consent of Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc.

15(b). Consent of Van Kampen American Capital Investment Advisory
Corp.

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

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

<PAGE> 1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

Washington, D.C. London, England
New York, New York Frankfurt Am Main, Germany
Kansas City, Missouri Riyadh, Saudi Arabia
Overland Park, Kansas Kuwait City, Kuwait
Phoenix, Arizona Dubai, United Arab Emirates
Los Angeles, California Hong Kong
Santa Monica, California Affiliated Office In Beijing
Irvine, California

July 11, 1995

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

Edward D. Jones & Co.
201 Progress Parkway
Maryland Heights, Missouri 63043

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

Gentlemen:

This letter is issued in connection with the filing of the Post-Effective
Amendment No. 3 to Form S-6 of the Registration Statement for 21st Century
Trust, Series 4 and Post-Effective Amendment No. 2 to Form S-6 of the
Registration Statement for 21st Century Trust, Series 7 and their Prospectuses
dated July 11, 1995.

As counsel for the Sponsor of the 21st Century Trust, Series 4 and 7 (the
"Trusts"), we have examined: (i) the Trust Agreements dated April 8, 1992 and
January 14, 1993, respectively, between Unison Investment Trusts Ltd. (the
"Sponsor"), United States Trust Company of New York (the "Former Trustee") (on
June 19, 1995, United States Trust Company of New York resigned as Trustee and
The Bank of New York was appointed successor trustee) and Kenny S&P Evaluation
Services (the "Former Evaluator") (on June 19, 1995, Kenny S&P Evaluation
Services resigned as Evaluator and Van Kampen American Capital Investment
Advisory Corp. was appointed successor evaluator); and (ii) the Standard Terms
and Conditions of Trust dated November 21, 1991, between the Sponsor, the
Former Trustee and the Former Evaluator with respect to Series 4 and 7. These
documents established the Trusts and created units of beneficial ownership (the
"Units") in the respective Trusts. The Sponsor deposited certain United States
Government obligations which accrue but do not pay income currently, are sold
at a discount, and represent an obligation to pay a fixed amount at a future
date (the "Zero Coupon Obligations") and certain publicly traded common stocks
(the "Equity Securities") or contracts for the purchase of such Equity
Securities into the respective Trusts. The Zero Coupon Obligations and the
Equity Securities purchased pursuant to the contracts for securities

<PAGE> 2

Unison Investment Trusts Ltd.
July 11, 1995
Page 2

deposited into the respective Trusts are referred to as the "Securities". In
exchange therefor, the Sponsor received all of the Units of each of the Trusts
which it offered for sale to the public.

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

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

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

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

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

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

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

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

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

<PAGE> 3

Unison Investment Trusts Ltd.
July 11, 1995
Page 3

We hereby consent to the filing of this opinion as an exhibit to Post-
Effective Amendment No. 3 to Form S-6 of the Registration Statement for 21st
Century Trust, Series 4 and Post-Effective Amendment No. 2 to Form S-6 of the
Registration Statement for 21st Century Trust, Series 7 and to the use of our
name and to the reference to our firm in said Amendment to the Registration
Statement and in the Prospectus.

Very truly yours,

/S/ BRYAN CAVE LLP

BRYAN CAVE LLP

<PAGE> 1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports,
and to all references to our Firm, included in or made a part of this
prospectus for 21st Century Trust, Series 4.

/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri
July 11, 1995

<PAGE> 1

KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006-2511
Telephone 212/770-4000

July 11, 1995

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

Re: Post-Effective Amendment No. 3 for
21st Century Trust, Series 4

Gentlemen:

We have examined the post-effective Amendment to the Registration Statement
No. 33-46215 for the above-captioned trust. We hereby acknowledge that Kenny
S&P Evaluation Services, a division of J.J. Kenny Co., Inc. is currently acting
as the evaluator for the trust. We hereby consent to the use in the Amendment
of the reference to Kenny S&P Evaluation Services, a division of J.J. Kenny
Co., Inc. as evaluator.

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

Sincerely,

/S/ FRANK A. CICCOTTO, JR.
Frank A. Ciccotto, Jr.

FAC/sj

Mc
Graw
Hill

<PAGE> 1

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

July 11, 1995 One Parkview Plaza Oakbrook Terrace Illinois 60181
708-684-6000

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

RE: 21st Century Trust, Series 4

Dear Sir:

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

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

Sincerely,

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

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

<PAGE> 1

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

July 11, 1995

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

Re: 21st Century Trust, Series 4, Registration No. 33-46215

Gentlemen and Ladies:

We have served as counsel for Unison Investment Trusts Ltd., Sponsor
of 21st Century Trust, Series 4, in connection with the preparation and review
of this Post-Effective Amendment to the Registration Statement on Form S-6 (the
"Registration Statement") relating to Series 4.

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

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

Very truly yours,

/S/ BRYAN CAVE LLP

BRYAN CAVE LLP

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR 21ST CENTURY TRUST, SERIES 4, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000884508
<NAME> 21ST CENTURY TRUST
<SERIES>
<NUMBER> 4
<NAME> SERIES
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> APR-01-1994
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 5,623,956
<INVESTMENTS-AT-VALUE> 6,934,919
<RECEIVABLES> 7,230
<ASSETS-OTHER> 24,358
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,966,507
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,437
<TOTAL-LIABILITIES> 4,437
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 288,820
<SHARES-COMMON-PRIOR> 305,620
<ACCUMULATED-NII-CURRENT> 23,033
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 44,614
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,310,963
<NET-ASSETS> 6,962,070
<DIVIDEND-INCOME> 72,608
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 10,268
<NET-INVESTMENT-INCOME> 62,340
<REALIZED-GAINS-CURRENT> 54,612
<APPREC-INCREASE-CURRENT> 398,706
<NET-CHANGE-FROM-OPS> 515,658
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 62,956
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 16,800
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 75,499
<ACCUMULATED-NII-PRIOR> 23,649
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>