EQUITY SECURITIES TR SERIES 2 SIG SER REIC & TAN GRO & VAL T, 497, 1996-05-24

EQUITY SECURITIES TR SERIES 2 SIG SER REIC & TAN GRO & VAL T
497, 1996-05-24

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Rule 497(b)
Registration No. 33-55780

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

EQUITY SECURITIES TRUST
SERIES 2
SIGNATURE SERIES, REICH & TANG GROWTH AND VALUE TRUST

Minimum Purchase: 100 Units

This Prospectus consists of two parts. Part A contains the
Summary of Essential Information as of December 31, 1995 (the "Evaluation Date")
including descriptive material relating to the Trust, and audited financial
statements of the Trust, including the Portfolio as of the Evaluation Date. Part
B contains general information about the Trust. Part A may not be distributed
unless accompanied by Part B.

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

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

PROSPECTUS PART A DATED APRIL 30, 1996

175962.1

<PAGE>

THE TRUST

The Trust is a unit investment trust designated Equity
Securities Trust, Series 2, Signature Series, Reich & Tang Growth and Value
Trust ("Value Trust" or "Trust"). The Sponsor is Reich & Tang Distributors L.P.
(successor Sponsor to Bear, Stearns & Co. Inc.). The objective of the Value
Trust is to seek growth of capital by investing in stocks based upon their
potential for capital appreciation as determined by the portfolio consultant,
Reich & Tang Asset Management, L.P. (formerly New England Investment Companies,
L.P.) (the "Portfolio Consultant"). Current income will be secondary to the
objective of capital growth. Neither the Sponsor nor the Portfolio Consultant
can give assurance that the Trust's objectives can be achieved. The Trust
contains an underlying portfolio of common stock (collectively, the
"Securities"), which have been purchased by the Trust based upon the
recommendations of the Portfolio Consultant. In selecting the Securities for the
Trust, the Portfolio Consultant normally will consider the following factors,
among others (1) values of individual securities relative to other investment
alternatives; (2) trends in the determinants of corporate profits, corporate
cash flow, balance sheet changes, management capability and practices and (3)
economic and political outlook. See "The Trust--The Securities" in Part B. The
Trust will terminate on the earlier of March 18, 1998 (the "Mandatory
Termination Date") or the disposition of the last security in the Trust. Upon
termination, Certificateholders may elect to receive their terminating
distributions in cash, in the form of in-kind distributions of the Trust's
Securities, if they own units in aggregate value of at least $25,000, or may
utilize their terminating distributions to purchase units of a future series of
the Trust at a reduced sales charge. See "Termination" in this Part A and "Trust
Administration--Trust Termination" in Part B.

With the deposit of the Securities in the Trust on the initial
Date of Deposit, the Sponsor established a proportionate relationship among the
aggregate value of the specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may, but is not obligated
to, deposit from time to time additional Securities in the Trust ("Additional
Securities") or contracts to purchase Additional Securities, maintaining to the
extent practicable the original proportionate relationship of the number of
shares of each Security in the Trust portfolio immediately prior to such
deposit, thereby creating additional Units which will be offered to the public
by means of this Prospectus. These additional Units will each represent, to the
extent practicable, an undivided interest in the same number and type of
securities of identical issuers as are represented by Units issued on the
initial Date of Deposit. It may not be possible to maintain the exact original
proportionate relationship among the number of shares of Securities in the Trust
portfolio on the initial Date of Deposit with the deposit of Additional
Securities because of, among other reasons, purchase requirements, changes in
prices, or the unavailability of Securities. Deposits of Additional Securities
in the Trust subsequent to the initial Date of Deposit must replicate exactly
the proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period. The number and identity of
Securities in the Trust will be adjusted to reflect the disposition of
Securities and/or the receipt of a stock dividend, a stock split or other
distribution with respect to such Securities or the reinvestment of the proceeds
distributed to Certificateholders. The portfolio of the Trust may change
slightly based on such disposition and reinvestment. Securities received in
exchange for shares will be similarly treated. Substitute Securities may be
acquired under specified conditions when Securities originally deposited in the
Trust are unavailable (see "The Trust--Substitution of Securities" in Part B).
As additional Units are issued by the Trust as a result of the deposit of

A-2
175962.1

<PAGE>

Additional Securities by the Sponsor, the aggregate value of the Securities in
the Trust will be increased and the fractional undivided interest in the Trust
represented by each unit will be decreased.

Units in the Trust represent a 1/269225th undivided interest
in the principal and net income of the Trust (see "The Trust--Organization" in
Part B). The Units being offered hereby include issued and outstanding Units
which have been purchased by the Sponsor in the secondary market maintained by
the Sponsor. The Sponsor does not act as an underwriter, manager or co-manager
of a public offering of the securities of any of the issuers in the Trust
Portfolio, nor did it do so at the Date of Deposit.

The Sponsor makes a primary over-the-counter market in shares
of Portfolio Nos. 18, 24 and 30. The Sponsor does not act as an underwriter,
manager or co-manager of a public offering of the securities of any of the
issuers in the Trust portfolio.

Risk Considerations

Since the Trust may contain common stocks of domestic issuers,
an investment in Units of the Trust should be made with an understanding of the
risks inherent in any investment in common stocks including the risk that the
financial condition of the issuers of the Securities may become impaired or that
the general condition of the stock market may worsen (both of which may
contribute directly to a decrease in the value of the Securities and thus in the
value of the Units). (See "Risk Considerations" in Part B of this Prospectus.)
The portfolio of the Trust is fixed and not "managed" by the Sponsor or the
Portfolio Consultant. All the Securities in the Trust will be liquidated during
a 60 day period prior to the Mandatory Termination Date of the Trust. Since the
Trust will not sell Securities in response to ordinary market fluctuation, but
only at the Trust's termination, the amount realized upon the sale of the
Securities may not be the highest price attained by an individual Security
during the life of the Trust.

Public Offering Price

The Public Offering Price per 100 Units of the Trust is equal
to the aggregate value of the underlying Securities (the price at which they
could be directly purchased by the public assuming they were available) in the
Trust divided by the number of Units outstanding times 100 plus a sales charge
of 4.9% of the Public Offering Price per 100 Units or 5.152% of the net amount
invested in Securities per 100 Units. (See "Summary of Essential Information.")
In addition, the net amount invested in Securities will involve a proportionate
share of amounts in the Income Account and Principal Account, if any. For
additional information regarding the Public Offering Price, the descriptions of
dividend and principal distributions, repurchase and redemption of Units and
other essential information regarding the Trust, see the Summary of Essential
Information for the Trust. During the initial offering period orders involving
at least 10,000 Units will be entitled to a volume discount from the Public
Offering Price. The Public Offering Price per Unit may vary on a daily basis in
accordance with fluctuations in the aggregate value of the underlying
Securities. (See "Public Offering" in Part B.) The figures above assume a
purchase of 100 Units. The price of a single Unit, or any multiple thereof, is
calculated by dividing the Public Offering Price per 100 Units by 100 and
multiplying by the number of Units. If the Securities appreciate in value,
purchasers of Units after the occurrence of such appreciation will acquire their
Units subject to a contingent liability for the income tax inherent in the
appreciated Securities. (See "Tax Status" in Part B.)

Distributions

Distributions of dividends received, less expenses, will be
made by the Trust monthly on the 15th day of each month (the "Monthly
Distribution Date"). Distributions of capital gains realized, if any, will be
made shortly after the Monthly Distribution Date to Certificateholders of record
on the record date immediately preceding such Monthly Distribution Date. (See
"Rights of Certificate-holders--Distributions" in Part B.

A-3
175962.1

<PAGE>

Market For Units

The Sponsor, although not obligated to do so, presently
maintains and intends to continue to maintain a secondary market for the Units
of the Trust. The secondary market repurchase price will be based on the market
value of the Securities in the Trust portfolio. (See "Liquidity--Sponsor
Repurchase" for a description on how the secondary market repurchase price will
be determined.) If a market is not maintained a Certificateholder will be able
to redeem his Units with the Trustee. (See "Liquidity--Trustee Redemption" in
Part B.) The principal trading market for certain Securities may be in the
over-the-counter market. As a result, the existence of a liquid trading market
for these Securities may depend on whether dealers will make a market in these
Securities. There can be no assurance of the making or the maintaining of a
market for any of the Securities contained in the Trust portfolio or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to meet redemptions
and the value of the Units will be adversely affected if trading markets for the
Securities are limited or absent.

Total Reinvestment Plan

Distributions from the Trust are made to Certificateholders
monthly. The Certificateholder has the option, however, of either receiving his
dividend check, together with any principal payments, from the Trustee or
participating in a reinvestment program offered by the Sponsor in shares of
Short Term Income Fund, Inc., U.S. Government Portfolio (the "Fund"). Reich &
Tang Asset Management, L.P. serves as the investment manager of the Fund and
Reich & Tang Distributors L.P. serves as distributor for the Fund. Participation
in the reinvestment option is conditioned on the Fund's lawful qualification for
sale in the state in which the Certificateholder is a resident. The Plan is not
designed to be a complete investment program. See "Total Reinvestment Plan" in
Part B for details on how to enroll in the Total Reinvestment Plan and how to
obtain a Fund prospectus.

Termination

During the 60 day period prior to the Mandatory Termination
Date (five years after the initial Date of Deposit) (the "Liquidation Period"),
Securities will begin to be sold in connection with the termination of the Trust
and all Securities will be sold by the Mandatory Termination Date.

The Sponsor will attempt to sell the Securities as quickly as
it can during the Liquidation Period without, in their judgment, materially
adversely affecting the market price of the Securities, but all of the
Securities will in any event be disposed of by the end of the Liquidation
Period. The Sponsor does not anticipate that the period will be longer than 60
days, and it could be as short as one day, depending on the liquidity of the
Securities being sold. The liquidity of any Security depends on the daily
trading volume of the Security and the amount that the Sponsor has available for
sale on any particular day.

Certificateholders may elect one of the three options in
receiving their terminating distributions. Certificateholders may elect: (1) to
receive their pro rata share of the underlying Securities in kind, if they own
units in aggregate value of at least $25,000, (2) to receive cash upon the
liquidation of their pro rata share of the underlying Securities or (3) subject
to the receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, to invest the amount of cash they would have
received upon the liquidation of their pro rata share of the underlying
Securities in units of a future series of the Trust (if one is offered) at a
reduced sales charge. See "Trust Administration--Trust Termination" in Part B
for a description of how to select a termination distribution option. During the
Liquidation Period, Certificateholders who have not chosen to receive
distributions-in-kind will be at risk to the extent that Securities are not
sold; for this reason the Sponsor will be inclined to sell the Securities in as
short a period as they can without materially adversely affecting the price of
the Securities.

A-4
175962.1

<PAGE>

<TABLE>

EQUITY SECURITIES TRUST, SERIES 2
SIGNATURE SERIES, REICH & TANG GROWTH AND VALUE TRUST

SUMMARY OF ESSENTIAL INFORMATION AS OF DECEMBER 31, 1995

<S> <C>

Date of Deposit:* March 18, 1993 Liquidation Period: Beginning 60 days prior
Number of Units...................... 269,225 to the Mandatory Termination Date.
Fractional Undivided Inter- Minimum Value of Trust: The
est in Trust....................... 1/269225 Trust may be terminated if the Trust is less
Number of Shares per 100 Units....... 40.87 than 40% of the aggregate value of the
Secondary Market Securities at the completion of the Deposit
Public Offering Price*** Period.
Aggregate Value.................... $3,830,403 Mandatory Termination Date:
Divided by # of Units The earlier of March 18, 1998 or the
(times $100)..................... $1,422.75 disposition of the last Security in the Trust.
Plus Sales Charge of 4.90% Trustee:**** The Chase Manhattan Bank, N.A.
of Public Offering Price......... $73.30 Trustee's Annual Fee: $.90 per 100 Units
Public Offering Price outstanding.
per 100 Units***................. $1,496.05 Other Annual Fees and Expenses:
Redemption & Sponsor's $.45 per 100 Units outstanding.
Repurchase Price Portfolio Consultant: Reich & Tang Asset
per 100 Units...................... $1,422.75 Management, L.P.
Excess of Secondary Market Sponsor: Reich & Tang Distributors L.P.
Public Offering Price Sponsor's Annual Supervisory Fee:
over Redemption & Sponsor's Maximum of $.25 per 100 Units outstanding
Repurchase Price per 100 Units..... $73.30 (see "Trust Expense and Charges"
in Part B).
Record date: First of each month.
Dividend distribution date: Fifteen of each
month.
</TABLE>

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

* The Date of Deposit is the date on which the Trust Agreement was signed
and contracts to purchase Securities were initially deposited with the
Trustee.

** Includes accrued income receivable.

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

**** The Trustee maintains its principal executive office at 1 Chase
Manhattan Plaza, New York, New York 10081 and its unit investment trust
office at 770 Broadway, New York, NY 10003 (Tel. No. 1-800-882-9898).
For information regarding redemption by the Trustee, see "Trustee
Redemption" in Part B of this Prospectus.

A-5
175962.1

<PAGE>

INFORMATION REGARDING THE TRUST AS OF DECEMBER 31, 1995

Description of Portfolio

For Changes in the Trust Porfolio from January 1, 1996 to March 22, 1996 see
Schedule A on pages A-8 - A-10.

Number of Issues: 40 (40 issuers)

(NYSE 78.24%; AMEX 6.40%;
Over the Counter 15.36%)

Number of Issues by Industry:

Aerospace, 1 (3.099%);
Agribusiness, 2 (2.803%);
Automotive, 1 (1.141%);
Chemical--Specialty, 3 (10.340%);
Converted Paper Products, 2 (4.775%);
Energy, 3 (6.646%);
Financial, 2 (5.565%);
Food, 3 (9.550%);
Industrial Products, 9 (19.036%);
Industrial Services, 2 (7.315%);
Insurance, 3 (7.614%);
Media, 3 (6.884%);
Medical Supplies, 2 (9.259%);
Office Equipment & Supplies, 2 (3.047%);
Retailing, 1 (0.661%); and
Toy, 1 (2.265%)

A-6
175962.1

<PAGE>

<TABLE>
FINANCIAL AND STATISTICAL INFORMATION

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

<CAPTION>
Distributions of Distributions of
Net Asset* Interest During Principal During
Value the Period the Period
Period Ended Units Outstanding per 100 Units (per 100 Units) (per 100 Units)
- ------------ ----------------- ------------- --------------- ---------------

December 31, 1993 541,644 $1,037.10 $13.60 $ .44
December 31, 1994 348,795 1,054.02 18.88 1.79
December 31, 1995 269,225 1,422.00 15.02 -0-
</TABLE>

- --------
* Net Asset Value per 100 Units is calculated by dividing net assets as
disclosed in the "Statement of Net Assets" by the number of Units
outstanding as of the date of the Statement of Net Assets. See Note 5
of Notes to Financial Statements for a description of the components of
New Assets.

A-7
175962.1

<PAGE>

SCHEDULE A

Changes in the Trust Portfolio:

On March 11, 1996, 189 shares ($3,648.66) of Albany International Corp. held by
the Trust (Portfolio no. 1) were sold.

On March 11, 1996, 130 shares ($4,914.48) of Allergan Inc. held by the Trust
(Portfolio no. 2) were sold.

On March 11, 1996, 64 shares ($3,739.39) of Allied-Signal held by the Trust
(Portfolio no. 3) were sold.

On March 11, 1996, 77 shares ($3,786.73) of AMBAC Inc. held by the Trust
(Portfolio no. 4) were sold.

On March 11, 1996, 108 shares ($5,824.24) of Avery Dennison Corp. held by the
Trust (Portfolio no. 5) were sold.

On March 11, 1996, 178 shares ($14,939.04) of Becton, Dickinson & Co. held by
the Trust (Portfolio no. 6) were sold.

On March 11, 1996, 85 shares ($2,841.45) of Corning Inc. held by the Trust
(Portfolio no. 7) were sold.

On March 11, 1996, 122 shares ($4,352.81) of C.R. Bard Inc. held by the Trust
(Portfolio no. 8) were sold.

On March 11, 1996, 47 shares ($3,239.71) of DEKALB Genetics Corp. held by the
Trust (Portfolio no. 9) were sold.

On March 11, 1996, 112 shares ($2,764.06) of Dexter Corp. held by the Trust
(Portfolio no. 10) were sold.

On March 11, 1996, 89 shares ($3,954.13) of Dover Corp. held by the Trust
(Portfolio no. 11) were sold.

On March 11, 1996, 58 shares ($2,047.62) of Echlin, Inc. held by the Trust
(Portfolio no. 12) were sold.

On March 11, 1996, 286 shares ($5,878.53) of Equifax Inc. held by the Trust
(Portfolio no. 13) were sold.

On March 11, 1996, 113 shares ($3,226.61) of Equitable Resources Inc. held by
the Trust (Portfolio no. 14) were sold.

On March 11, 1996, 230 shares ($3,347.53) of Flowers Industries Inc. held by the
Trust (Portfolio no. 15) were sold.

On March 11, 1996, 136 shares ($4,784.32) of Hasbro Inc. held by the Trust
(Portfolio no. 16) were sold.

On March 11, 1996, 234 shares ($14,695.88) of Hercules Inc. held by the Trust
(Portfolio no. 17) were sold.

On March 11, 1996, 138 shares ($4,095.84) of Herman Miller Inc. held by the
Trust (Portfolio no. 18) were sold.

On March 11, 1996, 315 shares ($7,773.94) of IBP Inc. held by the Trust
(Portfolio no. 19) were sold.

On March 11, 1996, 92 shares ($5,639.87) of Kerr-McGee Corp. held by the Trust
(Portfolio no. 20) were sold.

A-8
175962.1

<PAGE>

On March 11, 1996, 188 shares ($4,005.20) of Lee Enterprises Inc. held by the
Trust (Portfolio no. 21) were sold.

On March 11, 1996, 49 shares ($1,478.77) of Lubrizol Corp. held by the Trust
(Portfolio no. 22) were sold.

On March 11, 1996, 235 shares ($7,503.30) of Marshall Industries Inc. held by
the Trust (Portfolio no. 23) were sold.

On March 11, 1996, 98 shares ($2,516.64) of Marshall & Isley Corp. held by the
Trust (Portfolio no. 24) were sold.

On March 11, 1996, 228 shares ($8,020.77) of Minerals Technologies Inc. held by
the Trust (Portfolio no. 25) were sold.

On March 11, 1996, 131 shares ($5,214.28) of Morton International Inc. held by
the Trust (Portfolio no. 26) were sold.

On March 11, 1996, 145 shares ($4,176.73) of The New York Times Inc. held by the
Trust (Portfolio no. 27) were sold.

On March 11, 1996, 141 shares ($5,136.63) of SAFECO Corp. held by the Trust
(Portfolio no. 30) were sold.

On March 11, 1996, 90 shares ($4,111.06) of Snap-on Tools Corp. held by the
Trust (Portfolio no. 31) were sold.

On March 11, 1996, 235 shares ($1,525.68) of TAB Products Co. held by the Trust
(Portfolio no. 33) were sold.

On March 11, 1996, 124 shares ($8,392.04) of Travelers Inc. held by the Trust
(Portfolio no. 35) were sold.

On March 12, 1996, 145 shares ($5,735.28) of Precision Castparts Corp. held by
the Trust (Portfolio no. 29) were sold.

On March 12, 1996, 133 shares ($3,697.94) of Sonoco Products Co. held by the
Trust (Portfolio no. 32) were sold.

On March 12, 1996, 46 shares ($2,078.21) of Teleflex Inc. held by the Trust
(Portfolio no. 34) were sold.

On March 12, 1996, 155 shares ($3,127.79) of Union Texas Petroleum Holdings Inc.
held by the Trust (Portfolio no. 36) were sold.

On March 12, 1996, 176 shares ($6,763.45) of Universal Foods Corp. held by the
Trust (Portfolio no. 37) were sold.

On March 12, 1996, 103 shares ($6,314.21) of UNUM Corp. held by the Trust
(Portfolio no. 38) were sold.

On March 12, 1996, 127 shares ($6,325.02) of Varian Associates Inc. held by the
Trust (Portfolio no. 39) were sold.

On March 12, 1996, 94 shares ($1,379.87) of Woolworth Corp. held by the Trust
(Portfolio no. 40) were sold.

A-9
175962.1

<PAGE>

On March 14, 1996, 133 shares ($3,631.44) of Sonoco Products Co. held by the
Trust (Portfolio no. 32) were sold.

On March 14, 1996, 155 shares ($3,108.42) of Union Texas Petroleum Holdings Inc.
held by the Trust (Portfolio no. 36) were sold.

On March 15, 1996, 55 shares ($3,021.05) of Pioneer Hi-Bred Interational Inc.
held by the Trust (Portfolio no. 28) were sold.

From January 1, 1996 to March 22, 1996, 256,106 Units were redeemed from the
Trust.

A-10
175962.1

<PAGE>
Independent Auditors' Report

The Sponsor, Trustee and Certificateholders
Equity Securities Trust Series 2,
Signature Series, Reich and Tang Growth and Value Trust

We have audited the accompanying statement of net assets, including the
portfolio, of Equity Securities Trust Series 2, Signature Series, Reich and Tang
Growth and Value Trust as of December 31, 1995, and the related statements of
operations, and changes in net assets for the years ended December 31, 1995 and
1994, and for the period from March 18, 1993 (date of initial deposit) to
December 31, 1993. These financial statements are the responsibility of the
Trustee (see note 2). Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equity Securities Trust Series
2, Signature Series, Reich and Tang Growth and Value Trust as of December 31,
1995, and the results of its operations and the changes in its net assets for
the years ended December 31, 1995 and 1994, and for the period from March 18,
1993 (date of initial deposit) to December 31, 1993, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

New York, New York
March 31, 1996

<PAGE>

EQUITY SECURITIES TRUST SERIES 2
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST
Statement of Net Assets

December 31, 1995

Investments in marketable securities, at market
value (cost $2,794,819) $ 3,834,547

Excess of total liabilities over other assets (7,114)
------------

Net assets (269,225 units of fractional undivided
interest outstanding $14.22 per unit $ 3,827,433
------------
------------

See accompanying notes to financial statements.

<PAGE>

<TABLE>
EQUITY SECURITIES TRUST SERIES 2,
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST

Statements of Operations

<CAPTION>
For the Period
March 18, 1993 (date
For the Year Ended December 31, of initial deposit)
1995 1994 to December 31, 1993
------------ ------------ --- --------------- -

<S> <C> <C> <C>
Dividend Income $ 65,875 99,079 77,486

Expenses:
Trustee's fees 6,730 8,503 7,692
------------ ------------ ---------------

Investment income, net 59,145 90,576 69,794
------------ ------------ ---------------

Realized and unrealized gain on
investments:
Realized gain on securities sold 397,886 158,978 14
Unrealized appreciation
(depreciation) for the period 712,990 (105,986) 432,724
------------ ------------ ---------------

Net gain on investments 1,110,876 52,992 432,738
------------ ------------ ---------------

Net increase in net
assets resulting
from operations $ 1,170,021 143,568 502,532
============ ============ ===============
</TABLE>

See accompanying notes to financial statements.
<PAGE>

<TABLE>
EQUITY SECURITIES TRUST SERIES 2,

Statements of Changes in Net Assets
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST

<CAPTION>
For the Period
March 18, 1993 (date
For the Year Ended December 31. of initial deposit)
1995 1994 to December 31, 1993
------------ ------------ --- --------------- ---

<S> <C> <C> <C>
Operations:
Investment income, net $ 59,145 90,576 69,794
Realized gain on securites sold 397,886 158,978 14
Unrealized appreciation (depreciation)
of investments for the period 712,990 (105,986) 432,724
------------ ------------ ---------------

Net increase in net
assets resulting
from operations 1,170,021 143,568 502,532
------------ ------------ ---------------

Distributions to Certificateholders:
Investment income 59,135 87,038 73,658
Principal - 9,695 2,364

Redemptions:
Investment income 129 4,105 -
Principal 959,684 1,983,744 -
------------ ------------ ---------------

Total distributions
and redemptions 1,018,948 2,084,582 76,022
------------ ------------ ---------------

Net increase (decrease) 151,073 (1,941,014) 426,510

Value of additional units
acquired during offering period - - 4,990,863

Net assets at beginning of period 3,676,360 5,617,374 200,001
------------ ------------ ---------------

Net assets at end of period (including
distributions in excess of
investment income of ($4,550),
($4,431) and ($3,864), respectively) $ 3,827,433 3,676,360 5,617,374
============ ============ ===============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

EQUITY SECURITIES TRUST SERIES 2
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST
Notes to Financial Statements
December 31, 1995, 1994 and 1993

(1) Organization

Equity Securities Trust Series 2, Signature Series, Reich and Tang Growth
and Value Trust (Trust) was organized on March 18, 1993 by Bear, Stearns &
Co. Inc. under the laws of the State of New York by a Trust Indenture and
Agreement, and is registered under the Investment Company Act of 1940. On
March 18, 1993 (date of initial deposit) the Trust had 21,044 units
outstanding. During the period from March 18, 1993 to May 24, 1993 (the
offering period) the Trust issued an additional 520,600 units bringing
total units issued to 541,644.

Effective September 28, 1995, Reich & Tang Distributors L.P. (Reich &
Tang) has become the successor sponsor (Sponsor) to certain of the unit
investments trusts previously sponsored by Bear, Stearns & Co. Inc. As
successor Sponsor, Reich & Tang has assumed all of the obligations and
rights of Bear Stearns & Co. Inc., the previous sponsor.

(2) Summary of Significant Accounting Policies

Effective September 2, 1995, United States Trust Company of New York was
merged into Chase Manhattan Bank (National Association) (Chase).
Accordingly, Chase is the successor trustee of the unit investment trusts.
The Trustee has custody of and responsibility for the accounting records
and financial statements of the Trust and is responsible for establishing
and maintaining a system of internal control related thereto.

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

Investments are carried at market value which is determined by Chase
Manhattan Bank (National Association) (Evaluator) based upon the closing
bid prices of the securities at the end of the period, except that the
market value on the date of deposit represents the cost to the Trust based
on the offering prices for investments at that date. The difference
between cost and market value is reflected as unrealized appreciation
(depreciation) of investments. Securities transactions are recorded on the
trade date. Realized gains (losses) from securities transactions are
determined on the basis of average cost of the securities sold or
redeemed.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Trustee to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(Continued)
F-5

<PAGE>

EQUITY SECURITIES TRUST SERIES 2
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST
Notes to Financial Statements

(3) Income Taxes

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

(4) Trust Administration

The fees and expenses of the Trust are incurred and paid on the basis set
forth under "Trust Expenses and Charges" in Part B of this Prospectus. The
Trust Indenture and Agreement provides for income distributions as often
as monthly (depending upon the distribution plan elected by the
Certificateholders).

The Trust Indenture and Agreement further requires that principal received
from the disposition of securities, be distributed to Certificateholders.

See "Financial and Statistical Information" in Part A of this Prospectus
for the amounts of per unit distributions during the years ended December
31, 1995 and 1994, and the period from March 18, 1993 (date of initial
deposit) to December 31, 1993.

The Trust Indenture and Agreement also requires the Trust to redeem units
tendered. 79,570 and 192,849 units were redeemed during the years ended
December 31, 1995 and 1994, respectively. No units were redeemed during
the period from March 18, 1993 to December 31, 1993.

(5) Net Assets

At December 31, 1995, the net assets of the Trust represented the interest
of Certificateholders as follows:

Original cost to Certificateholders $ 210,440
Less initial gross underwriting commission (10,312)
Transaction fees (127)
----------
200,001
Cost of additional units acquired
during the offering period
to Certificateholders 5,251,192
Less gross underwriting commission (257,153)
Transaction fees (3,176)
----------
4,990,863

Cost of securities sold or called (2,396,044)
Net unrealized appreciation 1,039,728
Distributions in Excess of net
investment income (4,550)
Distributions in excess of proceeds from
securities sold or called (2,565)
------

Total $ 3,827,433
==========

The original cost to Certificateholders, less the initial gross
underwriting commission, represents the aggregate initial public offering price
net of the applicable sales charge on 541,644 units of fractional undivided
interest of the Trust as of May 24, 1993 (end of the offering period).

F-6

<PAGE>

<TABLE>
EQUITY SECURITIES TRUST SERIES 2,

SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST

Portfolio

December 31, 1995

<CAPTION>
Port- Number Percentage Cost
folio of of of
No. shares Name of Issuer Fund (1) Securities Market Value

----- -------- ----------------------------------- ---------- ------------ ------------
COMMON
STOCK

<S> <C> <C> <C> <C> <C>
1 3,897 Albany International Corp. 1.842% $ 62,474 $ 70,633
2 2,668 Allergan Inc. 2.261% 61,668 86,710
3 1,319 Allied Signal 1.634% 44,485 62,653
4 1,590 AMBAC Inc. 1.944% 72,500 74,531
5 2,219 Avery Dennison Corp. 2.901% 62,686 111,227
6 3,657 Becton Dickinson & Co. 7.153% 132,404 274,275
7 1,754 Corning Inc. 1.464% 60,186 56,128
8 2,504 C.R. Bard Inc. 2.106% 59,979 80,754
9 976 Dekalb Genetics 1.149% 30,660 44,042
10 2,308 Dexter Corp. 1.422% 58,400 54,527
11 1,830 Dover Corp. 1.760% 43,532 67,481
12 1,199 Echlin, Inc. 1.141% 29,464 43,764
13 5,874 Equifax Inc. 3.274% 60,910 125,557
14 2,338 Equitable Resources Inc. 1.905% 91,498 73,063
15 4,722 Flowers Industries 1.493% 59,059 57,254
16 2,802 Hasbro Inc. 2.265% 89,155 86,862
17 4,811 Hercules Inc. 7.073% 116,243 271,220
18 2,846 Herman Miller Inc. 2.227% 68,079 85,380
19 3,237 IBP, Inc. 4.263% 59,594 163,469
20 1,889 Kerr-McGee Corp. 3.128% 92,260 119,952
21 3,868 Lee Enterprises Inc. 2.320% 61,562 88,964
22 1,021 Lubrizol Corp. 0.742% 31,177 28,460
23 4,824 Marshall Industries Inc. 4.041% 90,143 154,971
24 2,023 Marshall & Ilsley Corp. 1.372% 48,087 52,598
25 4,690 Minerals Technologies Inc. 4.464% 122,032 171,185
26 2,699 Morton International Inc. 2.525% 78,259 96,827
27 2,981 The New York Times Co. 2.303% 90,338 88,312
28 1,140 Pioneer Hi-Bred International Inc. 1.654% 30,421 63,413
29 2,990 Precision Castparts Corp. 3.099% 49,221 118,850
30 2,910 Safeco Corp. 2.618% 95,136 100,395
31 1,858 Snap-On Tools Corp. 2.193% 62,209 84,075
32 2,737 Sonoco Products Co. 1.874% 60,974 71,846
33 4,839 Tab Products Co. 0.820% 61,376 31,454
34 945 Teleflex Inc. 1.010% 30,116 38,745
35 2,557 Travelers Inc. 4.193% 89,014 160,771
36 3,192 Union Texas Petroleum Holdings Inc. 1.613% 76,543 61,845
37 3,626 Universal Foods Corp. 3.794% 125,286 145,493
38 2,128 Unum Corp. 3.052% 117,035 117,040
39 2,607 Varian Associates Inc. 3.246% 59,863 124,484
40 1,949 Woolworth Corp. 0.661% 60,791 25,337
---------- ------------ -----------

100.00% $ 2,794,819 $ 3,834,547
========== ============ ============

</TABLE>

See accompanying notes to the financial statements.

F-7
<PAGE>

EQUITY SECURITIES TRUST SERIES 2
SIGNATURE SERIES, REICH AND TANG GROWTH AND VALUE TRUST
Footnotes to Portfolio
December 31, 1995, 1994 and 1993

(1) Based on the cost of the Securities to the Trust.

F-8
<PAGE>
EQUITY SECURITIES TRUST
SERIES 2
SIGNATURE SERIES
REICH & TANG GROWTH AND VALUE TRUST
PROSPECTUS PART B

PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

DATED: APRIL 30, 1996

THE TRUST

Organization

"Equity Securities Trust, Series 2, Signature Series, Reich & Tang
Growth And Value Trust" consists of a "unit investment trust" designated as set
forth in Part A. The Trust was created under the laws of the State of New York
pursuant to a Trust Indenture and Agreement* (the "Trust Agreement"), dated the
initial Date of Deposit, between Reich & Tang Distributors L.P. (successor
Sponsor to Bear, Stearns & Co. Inc.), as Sponsor, and The Chase Manhattan Bank,
N.A. as Trustee.

On the initial Date of Deposit, the Sponsor deposited with the
Trustee common stock including funds and delivery statements relating to
contracts for the purchase of certain such securities (collectively, the
"Securities") with an aggregate value as set forth in Part A and cash or an
irrevocable letter of credit issued by a major commercial bank in the amount
required for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor the Certificates evidencing
the ownership of all Units of the Trust. The Sponsor has a limited right to
substitute other securities in the Trust portfolio in the event of a failed
contract. See "The Trust--Substitution of Securities". The Sponsor may also, in
certain circumstances, direct the Trustee to dispose of certain Securities if
the Sponsor believes that, because of market or credit conditions, or for
certain other reasons, retention of the Security would be detrimental to
Certificateholders.
(See "Trust Administration--Portfolio Supervision.")

Each "Unit" outstanding on the Evaluation Date represented an
undivided interest or pro rata share in the Securities of the Trust in the ratio
of one hundred Units for the indicated amount of the aggregate market value of
the Securities set forth in the "Summary of Essential Information". To the
extent that any Units are redeemed by the Trustee, the fractional undivided
interest or pro rata share in such Trust represented by each unredeemed Unit
will increase, although the actual interest in such Trust represented by such
fraction will remain unchanged. Units will remain outstanding until redeemed
upon tender to the Trustee by Certificateholders, which may include the Sponsor
or the Underwriters, or until the termination of the Trust Agreement.

With the deposit of the Securities in the Trust on the initial Date
of Deposit, the Sponsor established a proportionate relationship among the
initial aggregate value of specified Securities in the Trust. During the 90 days
subsequent to the initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust that are substantially similar to the Securities already
deposited in the Trust ("Additional Securities") or contracts to purchase
Additional Securities, in order to create additional Units, maintaining to the
extent
- --------
* References in this Prospectus to the Trust Agreement are qualified in
their entirety by the respective Trust Indentures and Agreements which are
incorporated by reference herein.

176822.2

<PAGE>

practicable the original proportionate relationship of the number of shares of
each Security in the Trust portfolio on the initial Date of Deposit. (Securities
and Additional Securities collectively may be hereinafter referred to as
"Securities".) These additional Units will each represent, to the extent
practicable, an undivided interest in the same number and type of securities of
identical issuers as are represented by Units issued on the initial Date of
Deposit. It may not be possible to maintain the exact original proportionate
relationship among the Securities deposited on the initial Date of Deposit
because of, among other reasons, purchase requirements, changes in prices, or
unavailability of Securities. Deposits of Additional Securities in the Trust
subsequent to the 90-day period following the initial Date of Deposit must
replicate exactly the proportionate relationship among the shares of each
Security in the Trust portfolio at the end of the initial 90-day period. The
number and identity of Securities in the Trust will be adjusted to reflect the
disposition of Securities and/or the receipt of a stock dividend, a stock split
or other distribution with respect to shares or the reinvestment of the proceeds
distributed to Certificateholders. The portfolio of the Trust may change
slightly based on such disposition and reinvestment. Securities received in
exchange for shares will be similarly treated. Substitute Securities may be
acquired under specified conditions when Securities originally deposited in the
Trust are unavailable (see "The Trust--Substitution of Securities" below). Units
may be continuously offered to the public by means of this Prospectus (see
"Public Offering--Distribution of Units") resulting in a potential increase in
the number of Units outstanding. As additional Units are issued by the Trust as
a result of the deposit of Additional Securities, the aggregate value of the
Securities in the Trust will be increased and the fractional undivided interest
in the Trust represented by each Unit will be decreased.

Objective

The objective of the Trust is to seek growth of capital by investing
in securities based upon their potential for capital appreciation as determined
by the Portfolio Consultant. In addition, current income will be secondary to
the objective of capital growth. The Trust seeks to achieve its objective by
investing in a portfolio of common stocks, securities convertible into common
stocks, debt securities and preferred stock of domestic issuers which are
selected by the Trust's Portfolio Consultant and which the Portfolio Consultant
believes will enable the Trust to achieve its objective. All of the Securities
in the Trust, except convertible securities, are listed on the New York Stock
Exchange, the American Stock Exchange or the National Association of Securities
Dealers Automated Quotations ("NASDAQ") National Market System and are generally
followed by independent investment research firms. There is no minimum
capitalization or market trading activity requirement for the selection of
Securities for the Trust's portfolio. There can be no assurance that the Trust's
investment objectives can be achieved.

The Securities

In identifying Securities for the Trust, the Portfolio Consultant
considers the following factors, among others: (1) values of individual
securities relative to other investment alternatives; (2) trends in the
determinants of corporate profits, corporate cash flow, balance sheet changes,
management capability and practices and (3) the economic and political outlook.
The Portfolio Consultant's investment philosophy hinges on analyzing and
understanding individual businesses in order to assess their long-term
potential. The Portfolio Consultant seeks to discover well-positioned, evolving
companies with substantial growth prospects which are typically unnoticed in the
marketplace. This enables the Portfolio Consultant to commit its funds and build
up its stake at relatively low prices.

Some of the Securities in the Trust may be convertible securities. A
convertible security is a bond, debenture, corporate note, preferred stock or
other similar security that may be converted into or exchanged for a prescribed
amount of common stock or other equity security of the same or a different
issuer within a particular period of time at a specified price or formula.
Before conversion, convertible securities have characteristics similar to
nonconvertible debt securities in that they ordinarily provide a stream of
income with generally higher yields than those of common stock of the same or
similar issuers. Convertible securities are

-2-
176822.2

<PAGE>

senior in rank to common stock in a corporation's capital structure and,
therefore, generally entail less risk than the corporation's common stock.

In identifying convertible securities for the Trust, in addition to
the factors associated with the selection of Securities of any issuer, the price
of the convertible securities relative to the underlying common stock and the
potential for capital appreciation of the underlying common stock, will be
considered by the Portfolio Consultant. The Trust may convert a convertible
security which it holds only in certain limited circumstances. (See "Risk
Considerations--Convertible Securities.")

Risk Considerations

Fixed Portfolio. The value of the Units will fluctuate depending on
all the factors that have an impact on the economy and the equity markets. These
factors similarly impact on the ability of an issuer to distribute dividends.
The Trust is not a "managed registered investment company" and Securities will
not be sold by the Trustee as a result of ordinary market fluctuations. Unlike a
managed investment company in which there may be frequent changes in the
portfolio of securities based upon economic, financial and market analyses,
securities of a unit investment trust, such as the Trust, are not subject to
such frequent changes based upon continuous analysis. However, the Sponsor may
direct the disposition by the Trustee of Securities upon the occurrence of
certain events. (See "Trust Administration--Portfolio Supervision" below.)
Potential investors also should be aware that the Portfolio Consultant may
change its views as to the investment merits of any of the Securities during the
life of the Trust and therefore should consult their own financial advisers with
regard to a purchase of Units. In addition, investors should be aware that the
Portfolio Consultant, and its affiliates, currently act and will continue to act
as investment adviser for managed investment companies and managed private
accounts that may have similar or different investment objectives from the
Trust. Some of the Securities in the Trust may also be owned by these other
clients of the Portfolio Consultant and its affiliates. However, because these
clients have "managed" portfolios and may have differing investment objectives,
the Portfolio Consultant may sell certain Securities from those accounts in
instances where a sale by the Trust would be impermissible, such as to maximize
return by taking advantage of market fluctuation. Investors should consult with
their own financial advisers prior to investing in the Trust to determine its
suitability. (See "Trust Administration--Portfolio Supervision.") All the
Securities in the Trust are liquidated during a 60 day period prior to the
mandatory termination of the Trust on March 18, 1998. Since the Trust will not
sell Securities in response to ordinary market fluctuation, but only at the
Trust's termination, the amount realized upon the sale of the Securities may not
be the highest price attained by an individual Security during the life of the
Trust.

Common Stock. Since the Trust may contain common stocks of domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks including
the risk that the financial condition of the issuers of the Securities may
become impaired or that the general condition of the stock market may worsen
(both of which may contribute directly to a decrease in the value of the
Securities and thus in the value of the Units). Additional risks include risks
associated with the right to receive payments from the issuer which is generally
inferior to the rights of creditors of, or holders of debt obligations or
preferred stock issued by, the issuer. Holders of common stocks 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. By contrast, holders of preferred stocks usually have the right to receive
dividends at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis. Dividends on cumulative preferred
stock must be paid before any dividends are paid on common stock and any
cumulative preferred stock dividend which has been omitted is added to future
dividends payable to the holders of such cumulative preferred stock. Preferred
stocks are also usually entitled to rights on liquidation which are senior to
those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks.

Moreover, common stocks do not represent an obligation of the issuer
and therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt

-3-
176822.2

<PAGE>

securities or even preferred stock by an issuer will create prior claims for
payment of principal, interest and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the economic interest 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), common stocks have
neither fixed principal amount nor a maturity and have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are especially susceptible to general stock market movements and
to volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. The
value of the common stocks in the Trust thus may be expected to fluctuate over
the life of the Trust to values higher or lower than those prevailing on the
initial Date of Deposit. (See "Risk Considerations" for a discussion of the
types of risks that affect holders of common stock.)

The Trust may purchase Securities that are not registered
("Restricted Securities") under the Securities Act of 1933 (the "Securities
Act"), but can be offered and sold to "qualified institutional buyers" as that
term is defined in the Securities Act. See "Liquidity" below for the risks
inherent in the purchase of Restricted Securities.

Convertible Securities. The Portfolio Consultant believes that the
characteristics of convertible securities make them appropriate investments for
an investment company seeking to achieve capital appreciation together with a
high level of current income. These characteristics include the potential for
capital appreciation if the value of the underlying common stock increases or
interest rates decrease, the relatively high yield received from dividend or
interest payments as compared to common stock dividends and decreased risks of
decline in value relative to the underlying common stock due to their fixed
income nature. As a result of the conversion feature, however, the interest rate
or dividend preference on a convertible security is generally less than would be
the case if the securities were not convertible. During periods of rising
interest rates, it is possible that the potential for capital gain on a
convertible security may be less than that of a common stock equivalent if the
yield on the convertible security is at a level which would cause it to sell at
a discount.

The Trust may convert a convertible security only (i) when necessary
to permit orderly disposition of the investment when it approaches maturity or
has been called for redemption, or (ii) to facilitate its sale after the Sponsor
determines that such sale is appropriate in accordance with the guidelines set
forth under "Trust Administration-- Portfolio Supervision." Since the Trust is
not a "managed" investment company, the Trust will not be able to exercise its
conversion rights for any other reason. Investors should be aware that the
inability of the Trust to otherwise exercise its conversion rights will prevent
the Trust from taking advantage of market conditions that may make conversion
attractive to other holders of these convertible securities.

Convertible securities are generally not investment grade, that is,
not rated within the four highest categories by Standard & Poor's Corporation
("S&P") and Moody's Investor Service ("Moody's"). To the extent that such
convertible securities are rated lower than investment grade (i.e., "high yield"
or "junk bond" status) or are not rated, there is a greater risk as to the
timely repayment of the principal of, and timely payment of interest or
dividends on, those securities. Such securities are considered by the rating
agencies to be predominantly speculative and involve major risk exposures such
as increased sensitivity to interest rate and economic changes and limited
liquidity resulting in the possibility that prices realized upon the sale of
such securities will be less than the prices used in calculating the Trust's net
asset value. Additionally, certain recently enacted Federal legislation could
limit the availability of such securities and the tax advantages to issuers of
the securities.

In the absence of adequate anti-dilution provisions in a convertible
security, dilution in the value of the Trust's holdings may occur in the event
the underlying stock is subdivided, additional securities are

-4-
176822.2

<PAGE>

issued, a stock dividend is declared, or the issuer enters into another type of
corporate transaction which increases its outstanding equity securities. Every
convertible security may be valued, on a theoretical basis, as if it did not
have a conversion privilege. This theoretical value is determined by the yield
it provides in comparison with the yields of other securities of comparable
character and quality which do not have a conversion privilege. This theoretical
value, which will change with prevailing interest rates, the credit standing of
the issuer and other pertinent factors, is often referred to as the "investment
value", and represents the security's theoretical price support level.

"Conversion value" is the amount a convertible security would be
worth in market value if it were to be exchanged for the underlying equity
security pursuant to its conversion privilege. Conversion value fluctuates
directly with the price of the underlying equity security, usually common stock.
If, because of low prices for the common stock, the conversion value is
substantially below the investment value, the price of the convertible security
is governed principally by the factors described in the preceding paragraph. If
the conversion value rises near or above its investment value, the price of the
convertible security generally will rise above its investment value and, in
addition, will sell at some premium over its conversion value. This premium
represents the price investors are willing to pay for the privilege of
purchasing a fixed-income security with a possibility of capital appreciation
due to the conversion privilege. If this appreciation potential is not realized,
this premium may not be recovered. In its selection of convertible securities
for the Trust, the Portfolio Consultant will not emphasize either investment
value or conversion value, but will consider both in light of the Trust's
overall investment objectives.

Some of the convertible securities in the Trust portfolio may be
"Pay-In-Kind" securities. During a designated period from original issuance, the
issuer of such security may pay dividends or interest to the holder by issuing
additional fully paid and nonassessable shares or units of the same security.

The Trust may purchase convertible securities that are Restricted
Securities and, therefore, can be offered and sold only to "qualified
institutional buyers" as defined in the Securities Act. See "Liquidity" below
for the risks inherent in the purchase of Restricted Securities.

Liquidity. The existence of a liquid trading market for Securities
in the Trust portfolio, may depend on whether dealers will make a market in
these Securities. There can be no assurance that a market will be made for any
of the Securities, that any market for the Securities will be maintained or of
the liquidity of the Securities in any markets made. In addition, the Trust may
be restricted under the Investment Company Act of 1940 from selling Securities
to the Sponsor. The price at which the Securities may be sold to meet
redemptions and the value of the Units will be adversely affected if trading
markets for the Securities are limited or absent.

The Trust may purchase securities that are not registered
("Restricted Securities") under the Securities Act, but can be offered and sold
to "qualified institutional buyers" under Rule 144A under the Securities Act.
Since it is not possible to predict with assurance exactly how this market for
Restricted Securities sold and offered under Rule 144A will develop, the Sponsor
will carefully monitor the Trust's investments in these securities, focusing on
such factors, among others, as valuation, liquidity and availability of
information. This investment could have the effect of increasing the level of
illiquidity in the Trust to the extent that qualified institutional buyers
become for a time uninterested in purchasing these Restricted Securities. See
"Summary of Essential Information" for the percentage of Restricted Securities
held in the Trust portfolio.

There is no assurance that any dividends will be declared or paid in
the future on the Securities. Investors should be aware that there is no
assurance that the Trust's objectives will be achieved.

Portfolio

The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) and Additional Securities deposited upon

-5-
176822.2

<PAGE>

the creation of additional Units as set forth above and Substitute Securities
acquired by the Trust as long as such Securities may continue to be held from
time to time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities and Additional
Securities from time to time may be sold under certain circumstances, as
described herein, no assurance can be given that the Trust will retain for any
length of time its present size and composition. The Trustee has not
participated and will not participate in the selection of Securities for the
Trust, and neither the Sponsor, the Portfolio Consultant nor the Trustee will be
liable in any way for any default, failure or defect in any Securities.

Some of the Securities are publicly traded either on a stock
exchange or in the over-the-counter market. The contracts to purchase Securities
deposited in the Trust are expected to settle in five business days, in the
ordinary manner for such Securities.

Substitution of Securities

Neither the Sponsor, the Portfolio Consultant nor the Trustee shall
be liable in any way for any default, failure or defect in any of the
Securities. In the event of a failure to deliver any Security that has been
purchased for the Trust under a contract ("Failed Securities"), the Sponsor is
authorized under the Trust Agreement to direct the Trustee to acquire other
securities ("Substitute Securities") to make up the original corpus of the
Trust.

The Substitute Securities must be purchased within 20 days after the
sale of the portfolio Security or delivery of the notice of the failed contract.
Where the Sponsors purchase Substitute Securities in order to replace Failed
Securities, (i) the purchase price may not exceed the purchase price of the
Failed Securities and (ii) the Substitute Securities must be substantially
similar to the Securities originally contracted for and not delivered. Where the
Sponsor purchases Substitute Securities in order to replace Securities they
sold, the Sponsor will endeavor to select Securities which are securities that
possess characteristics that are consistent with the objectives of the Trust as
set forth above. Such selection may include or be limited to Securities
previously included in the portfolio of the Trust.

Whenever a Substitute Security has been acquired for the Trust, the
Trustee shall, within five days thereafter, notify all Certificateholders of the
Trust of the acquisition of the Substitute Security and the Trustee shall, on
the next Monthly Distribution Date which is more than 30 days thereafter, make a
pro rata distribution of the amount, if any, by which the cost to the Trust of
the Failed Security exceeded the cost of the Substitute Security plus accrued
interest, if any.

In the event no reinvestment is made, the proceeds of the sale of
Securities will be distributed to Certificateholders as set forth under "Rights
of Certificateholders--Distributions." In addition, if the right of substitution
shall not be utilized to acquire Substitute Securities in the event of a failed
contract, the Sponsor will cause to be refunded the sales charge attributable to
such Failed Securities to all Certificateholders of the Trust, and distribute
the principal and accrued interest attributable to such Failed Securities on the
next Monthly Distribution Date.

Because certain of the Securities and Additional Securities from
time to time may be substituted (see "Trust Administration--Portfolio
Supervision") or may be sold under certain circumstances, no assurance can be
given that the Trust will retain its present size and composition for any length
of time. The proceeds from the sale of a Security or the exercise of any
redemption or call provision will be distributed to Certificateholders except to
the extent such proceeds are applied to meet redemptions of Units. (See
"Liquidity--Trustee Redemption.")

-6-
176822.2

<PAGE>

PUBLIC OFFERING

Offering Price

The aggregate value of the Securities is determined in good faith by
the Trustee on each "Business Day" as defined in the Indenture in the following
manner: if the Securities are listed on a national securities exchange or on the
NASDAQ National Market System, this evaluation is generally based on the closing
sale prices on that exchange as of the Evaluation Time (unless the Trustee deems
these prices inappropriate as a basis for valuation). If the Securities are not
so listed or, if so listed and the principal market therefor is other than on
the exchange, the evaluation generally shall be based on the closing purchase
price in the over-the-counter market (unless the Trustee deems these prices
inappropriate as a basis for evaluation) or if there is no such closing purchase
price, then the Trustee may utilize, at the Trust's expense, an independent
evaluation service or services to ascertain the values of the Securities. The
independent evaluation service shall use any of the following methods, or a
combination thereof, which it deems appropriate: (a) on the basis of current bid
prices for comparable securities, (b) by appraising the value of the Securities
on the bid side of the market or by such other appraisal deemed appropriate by
the Trustee or (c) by any combination of the above, each as of the Evaluation
Time.

The method used for computing the sales charge for secondary market
purchases shall be based upon the number of years remaining to the Trust's
Termination Date (as defined in the Prospectus).

The table below sets forth the various sales charges for secondary
market purchases based on the number of years remaining to the Trust's
Termination Date.

As Percent of Public
Years to Termination Offering Price

less than 6 months 0%
6 months to 1 year 2.95%
over 1 yr. to 2 yrs. 3.45%
over 2 yrs. to 3 yrs. 3.90%
over 3 yrs. to 4 yrs. 4.50%
over 4 yrs. 4.90%

Volume and Other Discounts

Units of the Trust are available at a volume discount from the
Public Offering Price during the initial public offering. This volume discount
results in a reduction of the sales charge applicable to such purchases. The
amount of the approximate reduced sales charge on the Public Offering Price
applicable to such purchases is as follows:

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Number of Units Approximate Reduced Sales Charge

5,000 but less than 10,000 2.70%
10,000 but less than 25,000 2.45%
25,000 but less than 50,000 2.20%
50,000 but less than 100,000 2.00%
100,000 or more 1.75%

These discounts apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by the same
purchasers in separate transactions during the initial public offering period
will be aggregated for purposes of determining if such purchaser is entitled to
a discount provided that such purchaser must own at least the required number of
Units at the time such determination is made. Units held in the name of the
spouse of the purchaser or in the name of a child of the purchaser under 21
years of age are deemed for the purposes hereof to be registered in the name of
the purchaser. The discount is also applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account.

Employees (and their immediate families) of Reich & Tang
Distributors L.P. (and its affiliates), the Portfolio Consultant, and of any
underwriter of the Trust may, pursuant to employee benefit arrangements,
purchase Units of the Trust at a price equal to the then market value of the
underlying securities in the Trust during the initial offering period, divided
by the number of Units outstanding plus a reduced sales charge of 1.5% per Unit.
Such arrangements result in less selling effort and selling expenses than sales
to employee groups of other companies. Resales or transfers of Units purchased
under the employee benefit arrangements may only be made through the Sponsor's
secondary market, so long as it is being maintained.

Distribution of Units

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, Units are
distributed by the Sponsor, the Underwriters and dealers at the Public Offering
Price. The initial offering period is thirty days after each deposit of
Securities in the Trust and, unless all Units are sold prior thereto, the
Sponsor may extend the initial offering period up to four additional successive
thirty day periods. Certain banks and thrifts will make Units of the Trust
available to their customers on an agency basis. A portion of the sales charge
paid by their customers is retained by or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Units; however, the
Glass-Steagall Act does permit certain agency transactions and the banking
regulators have indicated that these particular agency transactions are
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.

The Sponsor presently maintains and intends to continue to qualify
the Units for sale in substantially all States through the Underwriters and
through dealers who are members of the National Association of Securities
Dealers, Inc. Units may be sold to dealers at prices which represent a
concession of up to 3% per Unit, subject to the Sponsor's right to change the
dealers' concession from time to time. Such Units may then be distributed to the
public by the dealers at the Public Offering Price then in effect. In addition,
any dealer, underwriter or firm who purchases Units on the initial Date of
Deposit will be paid an additional concession of $1.00 per 100 Units purchased
that day. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units. The Sponsor reserves the right to change the
discounts from time to time.

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Frequent Buyer Program

Any dealer, underwriter, or firm whose total combined purchases of
the Trust and other unit investment trusts sponsored by Reich & Tang
Distributors L.P. ("MST/EST Units") from Reich & Tang Distributors L.P. in a
single calendar month fall in any of the levels listed below, is paid an
additional concession.

Aggregate Monthly Amount of MST/EST Additional Concession
Units Sold at Public Offering Price (Per $1,000,000) Sold
- ----------------------------------- ---------------------

$1,000,000 but less than $2,000,000................ $0.50

$2,000,000 but less than $4,500,000................ $1.00

$4,500,000 but less than $7,000,000................ $1.50

$7,000,000 or more................................. $2.00

Sponsor's and Underwriters' Profits

The Sponsor and the Underwriters receive a gross underwriting
commission equal to 4.9% of the Public Offering Price per 100 Units (equivalent
to 5.152% of the net amount invested in the Securities). Additionally, the
Sponsor may realize a profit on the deposit of the Securities in the Trust
representing the difference between the cost of the Securities to the Sponsor
and the cost of the Securities to the Trust (See "Portfolio.") The Sponsor or
any Underwriter may realize profits or sustain losses with respect to Securities
deposited in the Trust which were acquired from underwriting syndicates of which
they were a member.

The Sponsor may have participated as an underwriter or manager,
co-manager or member of underwriting syndicates from which some of the aggregate
principal amount of the Securities were acquired for the Trust in the amounts
set forth in "The Trust" in Part A.

All or a portion of the Securities deposited in the Trust may have
been acquired through the Sponsor. The Sponsor received brokerage commissions
from the Certificateholders in connection with such purchases, but such fees
will not exceed that amount indicated in footnote (+++) to the "Summary of
Essential Information."

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
underwriting syndicate may also realize profits or sustain losses as a result of
fluctuations after the initial Date of Deposit in the aggregate value of the
Securities and hence in the Public Offering Price received by the Sponsor and
the Underwriters for the Units. Cash, if any, made available to the Sponsor
prior to settlement date for the purchase of Units may be used in the Sponsor's
business subject to the limitations of 17 CFR 240.15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to the Sponsor.

Upon termination of the Trust, the Trustee may utilize the services
of the Sponsor for the sale of all or a portion of the Securities in the Trust.
The Sponsor will receive brokerage commissions from the Trust in connection with
such sales in accordance with applicable law.

In maintaining a market for the Units (see "Sponsor Repurchase") the
Sponsor will realize profits or sustain losses in the amount of any difference
between the price at which they buy Units and the price at which they resell
such Units.

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RIGHTS OF CERTIFICATEHOLDERS

Certificates

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

Distributions

Dividends and interest received by the Trust are credited by the
Trustee to an Income Account for the Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account for the
Trust.

Distributions to each Certificateholder from the Income Account are
computed as of the close of business on each Record Date for the following
Distribution Date. Distributions from the Principal Account of the Trust (other
than amounts representing failed contracts, as previously discussed) will be
computed as of each Record Date, and will be made to the Certificateholders of
the Trust on or shortly after the next Monthly Distribution Date. Proceeds
representing principal received from the disposition of any of the Securities
between a Record Date and a Distribution Date which are not used for redemptions
of Units will be held in the Principal Account and not distributed until the
second succeeding Monthly Distribution Date. No distributions will be made to
Certificateholders electing to participate in the Total Reinvestment Plan.
Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the second Monthly Distribution Date after
such purchase.

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

The monthly dividend distribution per 100 Units cannot be estimated
and will change and may be reduced as Securities are redeemed, exchanged or
sold, or as expenses of the Trust fluctuate. No distribution need be made from
the Principal Account until the balance therein is an amount sufficient to
distribute $1.00 per 100 Units.

Records

The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of dividends and interest, if any, and
the amount of other receipts, if any, which are being distributed, expressed in
each case as a dollar amount per 100 Units. Within a reasonable time after the
end of each calendar year the Trustee will furnish to each person who at any
time during the calendar year was a Certificateholder of record, a statement
showing (a) as to the Income Account: dividends, interest and other cash amounts
received, amounts paid for purchases of Substitute Securities and redemptions of
Units, if any,

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<PAGE>

deductions for applicable taxes and fees and expenses of the Trust, and the
balance remaining after such distributions and deductions, expressed both as a
total dollar amount and as a dollar amount representing the pro rata share of
each 100 Units outstanding on the last business day of such calendar year; (b)
as to the Principal Account: the dates of disposition of any Securities and the
net proceeds received therefrom, deductions for payments of applicable taxes and
fees and expenses of the Trust, amounts paid for purchases of Substitute
Securities and redemptions of Units, if any, and the balance remaining after
such distributions and deductions, expressed both as a total dollar amount and
as a dollar amount representing the pro rata share of each 100 Units outstanding
on the last business day of such calendar year; (c) a list of the Securities
held, a list of Securities purchased, sold or otherwise disposed of during the
calendar year and the number of Units outstanding on the last business day of
such calendar year; (d) the Redemption Price per 100 Units based upon the last
computation thereof made during such calendar year; and (e) amounts actually
distributed to Certificateholders during such calendar year from the Income and
Principal Accounts, separately stated, of the Trust, expressed both as total
dollar amounts and as dollar amounts representing the pro rata share of each 100
Units outstanding on the last business day of such calendar year.

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

TAX STATUS

The following is a general discussion of certain of the Federal income tax
consequences of the purchase, ownership and disposition of the Units. 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"). Certificateholders
should consult their tax advisers in determining the Federal, state, local and
any other tax consequences of the purchase, ownership and disposition of Units.

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

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

1. The Trust will be classified as a grantor trust for Federal
income tax purposes and not as a partnership or association taxable as a
corporation. Classification of the Trust as a grantor trust will cause the Trust
not to be subject to Federal income tax, and will cause the Certificateholders
of the Trust to be treated for Federal income tax purposes as the owners of a
pro rata portion of the assets of the Trust. All income received by the Trust
will be treated as income of the Certificateholders in the manner set forth
below.

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

3. During the 90-day period subsequent to the initial issuance date,
the Sponsor reserves the right to deposit additional Securities that are
substantially similar to those establishing the Trust. This retained right falls
within the guidelines promulgated by the Internal Revenue Service ("IRS") and
should not affect the taxable status of the Trust.

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<PAGE>

A taxable event will generally occur with respect to each
Certificateholder when the Trust disposes of a Security (whether by sale,
exchange or redemption) or upon the sale, exchange or redemption of Units by
such Certificateholder. The price a Certificateholder pays for his Units,
including sales charges, is allocated among his pro rata portion of each
Security held by the Trust (in proportion to the fair market values thereof on
the date the Certificateholder purchases his Units) in order to determine his
initial cost for his pro rata portion of each Security held by the Trust.

For Federal income tax purposes, a Certificateholder's pro rata
portion of dividends paid with respect to a Security held by a Trust are taxable
as ordinary income to the extent of such corporation's current and accumulated
"earnings and profits" as defined by Section 316 of the Code. A
Certificateholder's pro rata portion of dividends paid on such Security that
exceed such current and accumulated earnings and profits will first reduce a
Certificateholder's tax basis in such Security, and to the extent that such
dividends exceed a Certificateholder's tax basis in such Security will generally
be treated as capital gain.

A Certificateholder's portion of gain, if any, upon the sale,
exchange or redemption of Units or the disposition of Securities held by the
Trust will generally be considered a capital gain and will be long-term if the
Certificateholder has held his Units for more than one year. Long-term capital
gains are generally taxed at the same rates applicable to ordinary income,
although individuals who realize long-term capital gains will be subject to a
maximum tax rate of 28% on such gains. Tax rates may increase prior to the time
when Certificateholders may realize gains from the sale, exchange or redemption
of Units or Securities.

A Certificateholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss and will be long-term if the
Certificateholder has held his Units for more than one year. Capital losses are
deductible to the extent of capital gains; in addition, up to $3,000 of capital
losses of non-corporate Certificateholders may be deducted against ordinary
income.

Under Section 67 of the Code and the accompanying Regulations, a
Certificateholder who itemizes his deductions may also deduct his pro rata share
of the fees and expenses of the Trust, but only to the extent that such amounts,
together with the Certificateholder's other miscellaneous deductions, exceed 2%
of his adjusted gross income. The deduction of fees and expenses may also be
limited by Section 68 of the Code, which reduces the amount of itemized
deductions that are allowed for individuals with incomes in excess of certain
thresholds.

After the end of each calendar year, the Trustee will furnish to
each Certificateholder an annual statement containing information relating to
the dividends received by the Trust on the Securities, the gross proceeds
received by the Trust from the disposition of any Security, and the fees and
expenses paid by the Trust. The Trustee will also furnish annual information
returns to each Certificateholder and to the Internal Revenue Service.

A corporation that owns Units will generally be entitled to a 70%
dividends received deduction with respect to such Certificateholder's pro rata
portion of dividends received by the Trust from a domestic corporation under
Section 243 of the Code or from a qualifying foreign corporation under Section
245 of the Code (to the extent the dividends are taxable as ordinary income, as
discussed above) in the same manner as if such corporation directly owned the
Securities paying such dividends. However, a corporation owning Units should be
aware that Sections 246 and 246A of the Code impose additional limitations on
the eligibility of dividends for the 70% dividends received deduction. These
limitations include a requirement that stock (and therefore Units) must
generally be held at least 46 days (as determined under Section 246(c) of the
Code). Moreover, the allowable percentage of the deduction will be reduced from
70% if a corporate Certificateholder owns certain stock (or Units) the financing
of which is directly attributable to indebtedness incurred by such corporation.
Accordingly, Certificateholders should consult their tax adviser in this regard.

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As discussed in the Section "Termination", each Certificateholder
will have three options in receiving their termination distributions, which are
(i) to receive their pro rata share of the underlying Securities in kind, (ii)
to receive cash upon liquidation of their pro rata share of the underlying
Securities, or (iii) to invest the amount of cash they would receive upon the
liquidation of their pro rata share of the underlying Securities in units of a
future series of the Trust (if one is offered).

There are special tax consequences should a Certificateholder choose
option (i), the exchange of the Certificateholder's pro rata portion of each of
the shares of stock and other assets held by the Trust for shares of stock plus,
possibly, cash. Treasury Regulations provide that gain or loss is recognized
when there is a conversion of property into property that is materially
different in kind or extent. In this instance, the Certificateholder may be
considered the owner of an undivided interest in all of the Trust's assets. By
accepting the proportionate number of shares of the individual Securities
representing the assets of the Trust, in exchange for his Unit, the
Certificateholder should be treated as merely exchanging his undivided pro rata
ownership of all of the assets of the Trust into sole ownership of a
proportionate share of Trust assets. As such, there should be no material
difference in the Certificateholder's ownership, and therefore the transaction
should be tax free to the extent Securities are received. Alternatively, the
transaction may be treated as an exchange that would qualify for nonrecognition
treatment to the extent the Certificateholder is exchanging his undivided
interest in all of the Trust's Securities for his proportionate number of shares
of the underlying Securities. In either instance, the transaction should result
in a non-taxable event for the Certificateholder to the extent Securities are
received. However, there is no specific authority addressing the income tax
consequences of an in kind distribution from a grantor trust, and investors are
urged to consult their tax advisers in this regard.

Entities that generally qualify for an exemption from Federal income
tax, such as many pension trusts, are nevertheless taxed under Section 511 of
the Code on "unrelated business taxable income." Unrelated business taxable
income is income from a trade or business regularly carried on by the tax-exempt
entity that is unrelated to the entity's exempt purpose. Unrelated business
taxable income generally does not include dividend or interest income or gain
from the sale of investment property, unless such income is derived from
property that is debt-financed or is dealer property. A tax-exempt entity's
dividend income from the Trust and gain from the sale of Units in the Trust or
the Trust's sale of Securities is not expected to constitute unrelated business
taxable income to such tax-exempt entity unless the acquisition of the Unit
itself is debt-financed or constitutes dealer property in the hands of the
tax-exempt entity.

Before investing in the Trust, the trustee or investment manager of
an employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent under
the Employee Retirement Income Security Act of 1974 ("ERISA"), taking into
account the needs of the plan and all of the facts and circumstances of the
investment in the Trust; (b) whether the investment satisfies the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
the assets of the Trust are deemed "plan assets" under ERISA and the Department
of Labor regulations regarding the definition of "plan assets."

Prospective tax-exempt investors are urged to consult their own tax
advisers prior to investing in the Trust.

LIQUIDITY

Sponsor Repurchase. The Sponsor, although not obligated to do so,
presently maintains and intends to continue to maintain a secondary market for
the Units and continuously to offer to repurchase the Units. The Sponsor's
secondary market repurchase price will be based on the aggregate value of the
Securities in the Trust portfolio and will be the same as the redemption price.
The aggregate value of the Securities will be determined by the Trustee on a
daily basis and computed on the basis set forth under "Trustee Redemption." The
Sponsor does not guarantee the enforceability, marketability or price of any
Securities in the Portfolio or of

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<PAGE>

the Units. Certificateholders who wish to dispose of their Units should inquire
of the Sponsor as to current market prices prior to making a tender for
redemption. The Sponsor may discontinue repurchase of Units if the supply of
Units exceeds demand, or for other business reasons. The date of repurchase is
deemed to be the date on which Certificates representing Units are physically
received in proper form, i.e., properly endorsed, by Reich & Tang Distributors
L.P., 600 Fifth Avenue, New York, New York 10020. Units received after 4 P.M.,
New York Time, will be deemed to have been repurchased on the next business day.
In the event a market is not maintained for the Units, a Certificateholder may
be able to dispose of Units only by tendering them to the Trustee for
redemption.

Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate value of the
Securities in the Trust plus a 4.9% sales charge (of 5.152% of the net amount
invested) plus a pro rata portion of amounts, if any, in the Income Account. Any
Units that are purchased by the Sponsor in the secondary market also may be
redeemed by the Sponsor if it determines such redemption to be in its best
interest.

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

Trustee Redemption. Units may also be tendered to the Trustee for
redemption at its corporate trust office at 770 Broadway, New York, New York
10003, upon proper delivery of Certificates representing such Units and payment
of any relevant tax. At the present time there are no specific taxes related to
the redemption of Units. No redemption fee will be charged by the Sponsor or the
Trustee. Units redeemed by the Trustee will be cancelled.

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

Within seven calendar days following a tender for redemption, or, if
such seventh day is not a business day, on the first business day prior thereto,
the Certificateholder will be entitled to receive an amount for each Unit
tendered equal to the Redemption Price per Unit computed as of the Evaluation
Time set forth under "Summary of Essential Information" in Part A on the date of
tender. The "date of tender" is deemed to be the date on which Units are
received by the Trustee, except that with respect to Units received after the
close of trading on the New York Stock Exchange (4:00 p.m. Eastern Time), the
date of tender is the next day on which such Exchange is open for trading, and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the Redemption Price computed on that day.

A Certificateholder will receive his redemption proceeds in cash and
amounts paid on redemption shall be withdrawn from the Income Account, or, if
the balance therein is insufficient, from the Principal Account. All other
amounts paid on redemption shall be withdrawn from the Principal Account. The
Trustee is empowered to sell Securities in order to make funds available for
redemptions. Such sales, if

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<PAGE>

required, could result in a sale of Securities by the Trustee at a loss. To the
extent Securities are sold, the size and diversity of the Trust will be reduced.
The Securities to be sold will be selected by the Trustee in order to maintain,
to the extent practicable, the proportionate relationship among the number of
shares of each Stock. Provision is made in the Indenture under which the Sponsor
may, but need not, specify minimum amounts in which blocks of Securities are to
be sold in order to obtain the best price for the Fund. While these minimum
amounts may vary from time to time in accordance with market conditions, the
Sponsor believes that the minimum amounts which would be specified would be
approximately 100 shares for readily marketable Securities.

The Redemption Price per Unit is the pro rata share of the Unit in
the Trust determined by the Trustee on the basis of (i) the cash on hand in the
Trust or moneys in the process of being collected, (ii) the value of the
Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust, (b)
the accrued expenses of the Trust and (c) cash allocated for the distribution to
Certificateholders of record as of the business day prior to the evaluation
being made. The Trustee may determine the value of the Securities in the Trust
in the following manner: if the Securities are listed on a national securities
exchange or the NASDAQ national market system, this evaluation is generally
based on the closing sale prices on that exchange or that system (unless the
Trustee deems these prices inappropriate as a basis for valuation). If the
Securities are not so listed or, if so listed and the principal market therefor
is other than on the exchange, the evaluation shall generally be based on the
closing purchase price in the over-the-counter market (unless the Trustee deems
these prices inappropriate as a basis for evaluation) or if there is no such
closing purchase price, then the Trustee may utilize, at the Trust's expense, an
independent evaluation service or services to ascertain the values of the
Securities. The independent evaluation service shall use any of the following
methods, or a combination thereof, which it deems appropriate: (a) on the basis
of current bid prices for comparable securities, (b) by appraising the value of
the Securities on the bid side of the market or (c) by any combination of the
above.

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

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

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

TOTAL REINVESTMENT PLAN

Distributions of dividend income and capital gain, if any, from the
Trust are made to Certificateholders monthly. The Certificateholder has the
option, however, of either receiving his dividend check, together with any other
payments, from the Trustee or participating in a reinvestment program offered

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by the Sponsor in shares of Short Term Income Fund, Inc., U.S. Government
Portfolio (the "Fund"). Participation in the reinvestment option is conditioned
on the Fund's lawful qualification for sale in the state in which the
Certificateholder is a resident.

Upon enrollment in the reinvestment option, the Trustee will direct
dividend and/or other distributions, if any, to the Fund. The Fund seeks to
maximize current income and to maintain liquidity and a stable net asset value
by investing in securities issued or guaranteed by the United States government
which have effective maturities of 397 days or less and repurchase agreements
with maturities of 397 days or less covering securities issued or guaranteed by
the United States government. For more complete information concerning the Fund,
including charges and expenses, the Certificateholder should fill out and mail
the card attached to the inside back cover of the Prospectus. The prospectus for
the Fund will be sent to Certificateholders. The Certificateholder should read
the prospectus for the Fund carefully before deciding to participate.

TRUST ADMINISTRATION

Portfolio Supervision. The Trust is a unit investment trust and is
not a managed fund. Traditional methods of investment management for a managed
fund typically involve frequent changes in a portfolio of securities on the
basis of economic, financial and market analyses. The Portfolio of the Trust,
however, is not managed and therefore the adverse financial condition of an
issuer will not necessarily require the sale of its Securities from the
Portfolio. However, the Sponsor may direct the disposition of Securities upon
the occurrence of certain events including:

1. default in payment of amounts due on any of the Securities;

2. institution of certain legal proceedings;

3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or expected; or

4. decline in price as a direct result of serious adverse credit
factors affecting the issuer of a Security which, in the opinion of the Sponsor,
would make the retention of the Security detrimental to the Trust or the
Certificateholders.

If a default in the payment of amounts due on any Security occurs
and if the Sponsor fails to give immediate instructions to sell or hold that
Security, the Trust Agreement provides that the Trustee, within 30 days of that
failure by the Sponsor, may sell the Security.

The Trust Agreement provides that it is the responsibility of the
Sponsor to instruct the Trustee to reject any offer made by an issuer of any of
the Securities to issue new securities in exchange and substitution for any
Security pursuant to a recapitalization or reorganization, except that the
Sponsor may instruct the Trustee to accept such an offer or to take any other
action with respect thereto as the Sponsor may deem proper if the issuer failed
to declare or pay, amounts owed with respect thereto.

The Trust Agreement also authorizes the Sponsor to increase the size
and number of Units of the Trust by the deposit of Additional Securities,
contracts to purchase Additional Securities or cash or a letter of credit with
instructions to purchase Additional Securities in exchange for the corresponding
number of additional Units within 90 days subsequent to the initial Date of
Deposit, provided that the original proportionate relationship among the number
of shares of each Security established on the Initial Date of Deposit is
maintained to the extent practicable. Deposits of Additional Securities in the
Trust subsequent to the 90-day

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<PAGE>

period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the shares of each Security in the Trust
portfolio at the end of the initial 90-day period.

With respect to deposits of Additional Securities (or cash or a
letter of credit with instructions to purchase Additional Securities), in
connection with creating additional Units of the Trust, the Sponsor may specify
the minimum numbers in which Additional Securities will be deposited or
purchased. If a deposit is not sufficient to acquire minimum amounts of each
Security, Additional Securities may be acquired in the order of the Security
most under-represented immediately before the deposit when compared to the
original proportionate relationship. If Securities of an issue originally
deposited are unavailable at the time of the subsequent deposit, the Sponsor may
(1) deposit cash or a letter of credit with instructions to purchase the
Security when it becomes available, or (2) deposit (or instruct the Trustee to
purchase) either Securities of one or more other issues originally deposited or
a Substitute Security.

Trust Agreement and Amendment

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

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

Trust Termination

The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last of
the Securities held in such Trust but in no event is it to continue beyond the
Mandatory Termination Date. If the value of the Trust shall be less than the
minimum amount set forth under "Summary of Essential Information" in Part A, the
Trustee may, in its discretion, and shall, when so directed by the Sponsor,
terminate the Trust. The Trust may also be terminated at any time with the
consent of the holders of Certificates representing 100% of the Units then
outstanding. The Trustee may utilize the services of the Sponsor for the sale of
all or a portion of the Securities in the Trust. The Sponsor will receive
brokerage commissions from the Trust in connection with such sales in accordance
with applicable law. In the event of termination, written notice thereof will be
sent by the Trustee to all Certificateholders. Such notice will provide
Certificateholders with three options by which to receive their pro rata share
of the net asset value of the Trust.

1. A Certificateholder who owns units in the aggregate of at least
$25,000 in value and who so elects by notifying the Trustee prior to the
commencement of the Liquidation Period by returning a properly completed
election request (to be supplied to Certificateholders at least 20 days prior to
such date) (see Part A--"Summary of Essential Information" for the date of the
commencement of the Liquidation Period) and whose interest in the Trust entitles
him to receive at least one share of each underlying Security will have his
Units redeemed on commencement of the Liquidation Period by distribution of the
Certificateholder's pro rata share

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<PAGE>

of the net asset value of the Trust on such date distributed in kind to the
extent represented by whole shares of underlying Securities and the balance in
cash within 7 calendar days next following the commencement of the Liquidation
Period. Certificateholders subsequently selling such distributed Securities will
incur brokerage costs when disposing of such Securities.

A Certificateholder may also elect prior to the Mandatory
Termination Date by so specifying in a properly completed election request, the
following two options with regard to the termination distribution of such
Certificateholder's interest in the Trust as set forth below:

2. to receive in cash such Certificateholder's pro rata share of the
net asset value of the Trust derived from the sale by the Sponsor as the agent
of the Trustee of the underlying Securities over a period not to exceed 60
business days immediately following the commencement of the Liquidation Period.
The Certificateholder's Redemption Price per Unit on the settlement date of the
last trade of a Security in the Trust will be distributed to such
Certificateholder within 7 days of the settlement of the trade of the last
Security to be sold; and/or

3. upon the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest such Certificateholder's
pro rata share of the net asset value of the Trust derived from the sale by the
Sponsor as agent of the Trustee of the underlying Securities over a period not
to exceed 60 business days immediately following the commencement of the
Liquidation Period, in units of any available series of Equity Securities Trust,
Signature Series (the "New Series"). The Units of a New Series will be purchased
by the Certificateholder within 7 days of the settlement of the trade for the
last Security to be sold. Such purchaser will be entitled to a reduced sales
load of 2.5% of the Public Offering Price upon the purchase of units of the New
Series. It is expected that the terms of the New Series will be substantially
the same as the terms of the Trust described in this Prospectus, and that
similar options with respect to the termination of such New Series will be
available. The availability of this option does not constitute a solicitation of
an offer to purchase Units of a New Series or any other security. A
Certificateholder's election to participate in this option will be treated as an
indication of interest only. At any time prior to the purchase by the
Certificateholder of units of a New Series such Certificateholder may change his
investment strategy and receive, in cash, the proceeds of the sale of the
Securities.

The Sponsor has agreed to effect the sales of underlying securities
for the Trustee in the case of the second and third options over a period not to
exceed 60 business days immediately following the commencement of the
Liquidation Period free of brokerage commissions. The Sponsor, on behalf of the
Trustee, will sell, unless prevented by unusual and unforeseen circumstances,
such as, among other reasons, a suspension in trading of a Security, the close
of a stock exchange, outbreak of hostilities and collapse of the economy, on
each business day during the 60 business day period at least a number of shares
of each Security which then remains in the portfolio (based on the number of
shares of each issue in the portfolio) multiplied by a fraction the numerator of
which is one and the denominator of which is the number of days remaining in the
60 business day sales period. The Redemption Price Per Unit upon the settlement
of the last sale of Securities during the 60 business day period will be
distributed to Certificateholders in redemption of such Certificateholders'
interest in the Trust.

Depending on the amount of proceeds to be invested in Units of the
New Series and the amount of other orders for Units in the New Series, the
Sponsor may purchase a large amount of securities for the New Series in a short
period of time. The Sponsor's buying of securities may tend to raise the market
prices of these securities. The actual market impact of the Sponsor's purchases,
however, is currently unpredictable because the actual amount of securities to
be purchased and the supply and price of those securities is unknown. A similar
problem may occur in connection with the sale of Securities during the 60
business day period immediately following the commencement of the Liquidation
Period; depending on the number of sales required, the prices of and demand for
Securities, such sales may tend to depress the market prices and thus reduce the
proceeds of such sales. The Sponsor believes that the sale of underlying
Securities

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<PAGE>

over a 60 business day period as described above is in the best interest of a
Certificateholder and may mitigate the negative market price consequences
stemming from the trading of large amounts of Securities. The Securities may be
sold in fewer than 60 days if, in the Sponsor's judgment, such sales are in the
best interest of Certificateholders. The Sponsor, in implementing such sales of
securities on behalf of the Trustee, will seek to maximize the sales proceeds
and will act in the best interests of the Certificateholders. There can be no
assurance, however, that any adverse price consequences of heavy trading will be
mitigated.

Certificateholders who do not make any election will be deemed to
have elected to receive the Redemption Price per Unit in cash (option number 2).

It should also be noted that Certificateholders will realize taxable
capital gains or losses on the liquidation of the Securities representing their
Units for cash or a New Series, but, due to the procedures for investing in the
New Series, no cash would be distributed at that time to pay any taxes.

The Sponsor may for any reason, in its sole discretion, decide not
to sponsor any subsequent series of the Trust, without penalty or incurring
liability to any Certificateholder. If the Sponsor so decides, the Sponsor will
notify the Trustee of that decision, and the Trustee will notify the
Certificateholders before the Termination Date. All Certificateholders will then
elect either option 1 or option 2.

By electing to reinvest in the New Series, the Certificateholder
indicates his interest in having his terminating distribution from the Trust
invested only in the New Series created following termination of the Trust; the
Sponsor expects, however, that a similar reinvestment program will be offered
with respect to all subsequent series of the Trust, thus giving
Certificateholders a yearly opportunity to elect to "rollover" their terminating
distributions into a New Series. The availability of the reinvestment privilege
does not constitute a solicitation of offers to purchase units of a New Series
or any other security. A Certificateholder's election to participate in the
reinvestment program will be treated as an indication of interest only. The
Sponsor intends to coordinate the date of deposit of a future series so that the
terminating trust will terminate contemporaneously with the creating of a New
Series.

The Sponsors reserve the right to modify, suspend or terminate the
reinvestment privilege at any time.

The Sponsor

The Sponsor, Reich & Tang Distributors L.P. (successor to the Unit Investment
Trust Division of Bear, Stearns & Co. Inc.), a Delaware limited partnership, is
engaged in the brokerage business and is a member of the National Association of
Securities Dealers, Inc. Reich & Tang is also a registered investment adviser.
Reich & Tang maintains its principal business offices at 600 Fifth Avenue, New
York, New York 10020. Reich & Tang Asset Management L.P. ("RTAM LP"), a
registered investment adviser, having its principal place of business at 399
Boylston Street, Boston, MA 02116, is the 99% limited partner of the Sponsor.
RTAM LP is 99.5% owned by New England Investment Companies, LP ("NEIC LP") and
Reich & Tang Asset Management, Inc., a wholly owned subsidiary of NEIC LP, owns
the remaining .5% interest of RTAM LP and is its general partner. NEIC LP's
general partner is New England Investment Companies, Inc. ("NEIC"), a holding
company offering a broad array of investment styles across a wide range of asset
categories through ten investment advisory/management affiliates and two
distribution affiliates. These affiliates in the aggregate are investment
advisers or managers to over 57 registered investment companies. Reich & Tang is
the successor sponsor for numerous series of unit investment trusts, including:
New York Municipal Trust, Series 1 (and Subsequent Series); Municipal Securities
Trust, Series 1 (and Subsequent Series), 1st Discount Series (and Subsequent
Series); Mortgage Securities Trust, Series 1 (and Subsequent Series); Insured
Municipal Securities Trust, Series 1 (and Subsequent Series), 5th Discount
Series (and Subsequent Series); and Equity Securities Trust, Series 1, Signature
Series, Gabelli Communications Income Trust (and Subsequent Series). The
information included herein is only for the

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<PAGE>

purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations.

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its ability to
carry out its contractual obligations.

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

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

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

The Trustee

The Trustee is The Chase Manhattan Bank (National Association), a
national banking association with its principal executive office located at 1
Chase Manhattan Plaza, New York, New York 10081 and its unit investment trust
office at 770 Broadway, New York, New York 10003 (800) 882-9898. The Trustee is
subject to the supervision by the Comptroller of the Currency, the Federal
Deposit Insurance Corporation and the Board of Governors of the Federal Reserve
System.

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

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

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

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<PAGE>

competent jurisdiction appoints a successor Trustee. Upon execution of a written
acceptance of such appointment by such successor Trustee, all the rights,
powers, duties and obligations of the original Trustee shall vest in the
successor.

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

The Portfolio Consultant. The Portfolio Consultant is Reich & Tang
Asset Management L.P., a Delaware limited partnership with its principal office
at 600 Fifth Avenue, New York, New York 10020. The Portfolio Consultant was at
January 31, 1996 manager, adviser or supervisor with respect to assets
aggregating in excess of $8.7 billion. The Portfolio Consultant acts as manager
or administrator of eighteen registered investment companies and also advises
pension trusts, profit-sharing trusts and endowments.

NEICLP is the limited partner and owner of a 99.5% interest in Reich
& Tang Asset Management L.P. Reich & Tang Asset Management, Inc. (a wholly-owned
subsidiary of NEICLP) is the general partner and owner of the remaining .5%
interest of the Portfolio Consultant. New England Investment Companies, Inc.
("NEIC"), a Massachusetts corporation, serves as the sole general partner of
NEICLP. The New England Mutual Life Insurance Company ("The New England") owns
approximately 67.3% of the total partnership units outstanding of NEICLP, and
Reich & Tang, Inc., owns approximately 22.6% of the outstanding partnership
units of NEICLP. In addition, NEIC is a wholly-owned subsidiary of The New
England. NEIC is a holding company offering a broad array of investment styles
across a wide range of asset categories through ten investment
advisory/management affiliates and two distribution subsidiaries which include,
in addition to the Portfolio Consultant, Loomis, Sayles & Company, L.P.; Copley
Real Estate Advisors, Inc; Back Bay Advisors, L.P.; Marlborough Capital
Advisors, L.P.; Westpeak Investment Advisors, L.P.; Draycott Partners, Ltd.; TNE
Investment Services, L.P.; New England Investment Associates, Inc.; Harris
Associates; and an affiliate, Capital Growth Management Limited Partnership.
These affiliates in the aggregate are investment advisors or managers to 42
other registered investment companies.

The Portfolio Consultant is not a Sponsor of the Trust. The
Portfolio Consultant has been retained by the Sponsor, at its expense, to
utilize its equity expertise in selecting the Securities deposited in the Trust.
The Portfolio Consultant's only responsibility with respect to the Trust, in
addition to its role in Portfolio selection, is to monitor the Securities of the
Portfolio and make recommendations to the Sponsors regarding the disposition of
the Securities held by the Trust. The responsibility of monitoring the
Securities of the Portfolio means that if the Portfolio Consultant's views
materially change regarding the appropriateness of an investment in any Security
then held in the Trust based upon the investment objectives, guidelines, term,
parameters, policies and restrictions supplied to the Portfolio Consultant by
the Sponsor, the Portfolio Consultant will notify the Sponsor of such change to
the extent consistent with applicable legal requirements. The Sponsor is not
obligated to adhere to the recommendations of the Portfolio Consultant regarding
the disposition of Securities. The Sponsor has the sole authority to direct the
Trustee to dispose of Securities under the Trust Agreement. The Portfolio
Consultant has no other responsibilities or obligations to the Trust or the
Certificateholders. Investors should be aware that the Portfolio Consultant,
with its affiliates, is an investment adviser for managed investment companies
and managed private accounts that may have similar or different investment
objectives than the Trust. Some of the Securities in the Trust may also be owned
by these other clients of the Portfolio Consultant and its affiliates. However,
because these clients have "managed" portfolios and may have differing
investment objectives, the Portfolio Consultant may sell certain Securities for
those accounts in instances where a sale of the Trust would be impermissible,
such as to maximize return by taking advantage of market fluctuations.

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The Portfolio Consultant may resign or may be removed by the Sponsor
at any time on sixty days' prior notice. The Sponsor shall use its best efforts
to appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by the successor Portfolio
Consultant. If upon resignation of the Portfolio Consultant no successor has
accepted appointment within sixty days after notice of resignation, the Sponsor
has agreed to perform this function.

Evaluation of the Trust. The value of the Securities in the Trust
portfolio is determined in good faith by the Trustee on the basis set forth
under "Public Offering--Offering Price." The Sponsor and the Certificateholders
may rely on any evaluation furnished by the Trustee and shall have no
responsibility for the accuracy thereof. Determinations by the Trustee under the
Trust 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 Certificateholders for errors in judgment, except
in cases of its own willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties. The Trustee, the Sponsor and the
Certificateholders may rely on any evaluation furnished to the Trustee by an
independent evaluation service and shall have no responsibility for the accuracy
thereof.

TRUST EXPENSES AND CHARGES

At no cost to the Trust, the Sponsor has borne all the expenses of
creating and establishing the Trust, including the cost of initial preparation
and execution of the Trust Agreement, registration of the Trust and the Units
under the Investment Company Act of 1940 and the Securities Act of 1933, the
initial preparation and printing of the Certificates, legal expenses,
advertising and selling expenses, expenses of the Trustee, initial fees and
other out-of-pocket expenses.

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

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

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

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

The following additional charges are or may be incurred by the
Trust: all expenses (including counsel fees) of the Trustee incurred and
advances made in connection with its activities under the Trust Agreement,
including the expenses and costs of any action undertaken by the Trustee to
protect the Trust and the rights and interests of the Certificateholders; fees
of the Trustee for any extraordinary services performed under the Trust
Agreement; indemnification of the Trustee for any loss or liability accruing to
it without gross

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<PAGE>

negligence, bad faith or willful misconduct on its part, arising out of or in
connection with its acceptance or administration of the Trust; indemnification
of the Sponsor for any losses, liabilities and expenses incurred in acting as
sponsors of the Trust without gross negligence, bad faith or willful misconduct
on its part; and all taxes and other governmental charges imposed upon the
Securities or any part of the Trust (no such taxes or charges are being levied,
made or, to the knowledge of the Sponsor, contemplated). The above expenses,
including the Trustee's fees, when paid by or owing to the Trustee are secured
by a first lien on the Trust to which such expenses are charged. In addition,
the Trustee is empowered to sell the Securities in order to make funds available
to pay all expenses.

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

EXCHANGE PRIVILEGE AND CONVERSION OFFER

Exchange Privilege. Certificateholders will be able to elect to
exchange any or all of their Units of this Trust for Units of one or more of any
available series of Equity Securities Trust, Insured Municipal Securities Trust,
Municipal Securities Trust, New York Municipal Trust or Mortgage Securities
Trust (the "Exchange Trusts") at a reduced sales charge as set forth below.
Under the Exchange Privilege, the Sponsor's repurchase price during the initial
offering period of the Units being surrendered will be based on the market value
of the Securities in the Trust portfolio or on the aggregate offer price of the
Bonds in the other Trust Portfolios; and, after the initial offering period has
been completed, will be based on the aggregate bid price of the Bonds in the
particular Trust portfolio. Units in an Exchange Trust then will be sold to the
Certificateholder at a price based on the aggregate offer price of the Bonds in
the Exchange Trust portfolio during the initial public offering period of the
Exchange Trust; and after the initial public offering period has been completed,
based on the aggregate bid price of the Bonds in the Exchange Trust Portfolio if
its initial offering has been completed plus accrued interest and a reduced
sales charge as set forth below.

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

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

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

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

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

Example: Assume that after the initial public offering has been completed, a
Certificateholder has five units of a Trust with a current value of $700 per
unit which he has held for more than 5 months and the Certificateholder wishes
to exchange the proceeds for units of a secondary market Exchange Trust with a
current price of $725 per unit. The proceeds from the Certificateholder's
original units will aggregate $3,500. Since only whole units of an Exchange
Trust may be purchased under the Exchange Privilege, the Certificateholder would
be able to acquire four units (or 4,000 Units of the Mortgage Securities Trust
or 400 Units of the Equity Securities Trust) for a total cost of $2,943.50
($2,900 for units and $43.50 for the sales charge). The remaining $556.50 would
be remitted to the Certificateholder in cash. If the Certificateholder acquired
the same number of units at the same time in a regular secondary market
transaction, the price would have been $3,059.50 ($2,900 for units and $159.50
for the sales charge, assuming a 5 1/2% sales charge times the public offering
price).

The Conversion Offer. Unit owners of any registered unit investment
trust for which there is no active secondary market in the units of such trust
(a "Redemption Trust") will be able to elect to redeem such units and apply the
proceeds of the redemption to the purchase of available Units of one or more
series of Equity Securities Trust, Municipal Securities Trust, Insured Municipal
Securities Trust, Mortgage Securities Trust or New York Municipal Trust (the
"Conversion Trusts") at the Public Offering Price for units of the Conversion
Trust based on a reduced sales charge as set forth below. Under the Conversion
Offer, units of the Redemption Trust must be tendered to the trustee of such
trust for redemption at the redemption price, which is based upon the market
value of the underlying securities in the Trust portfolio or the aggregate bid
side evaluation of the underlying bonds in other Trust portfolios and is
generally about 1/2% to 2% lower than the offering price for such bonds. The
purchase price of the units will be based on the aggregate offer price of the

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<PAGE>

underlying bonds in the Conversion Trust portfolio during its initial offering
period; or, at a price based on the aggregate bid price of the underlying bonds
if the initial public offering of the Conversion Trust has been completed, plus
accrued interest and a sales charge as set forth below.

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

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

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

3. The Sponsors reserve the right to modify, suspend or terminate
the Conversion Offer at any time without notice to unit owners of Redemption
Trusts. In the event the Conversion Offer is not available to a unit owner at
the time he wishes to exercise it, the unit owner will be notified immediately
and no action will be taken with respect to his units without further
instruction from the unit owner. The Sponsors also reserve the right to raise
the sales charge based on actual increases in the Sponsors' costs and expenses
in connection with administering the program, up to a maximum sales charge of 2%
per unit (or per 1,000 units for the Mortgage Securities Trust or 100 Units for
the Equity Securities Trust).

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

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<PAGE>

Example: Assume a unit owner has five units of a Redemption Trust which has held
for more than 5 months with a current redemption price of $675 per unit based on
the aggregate bid price of the underlying bonds and the unit owner wishes to
participate in the Conversion Offer and exchange the proceeds for units of a
secondary market Conversion Trust with a current price of $750 per Unit. The
proceeds for the unit owner's redemption of units will aggregate $3,375. Since
only whole units of a Redemption Trust may be purchased under the Conversion
Offer, the unit owner will be able to acquire four units of the Conversion Trust
(or 4,000 units of the Mortgage Securities Trust or 400 Units of the Equity
Securities Trust) for a total cost of $3,045 ($3,000 for units and $45 for the
sales charge). The remaining $330 would be remitted to the unit owner in cash.
If the unit owner acquired the same number of Conversion Trust units at the same
time in a regular secondary market transaction, the price would have been $3,165
($3,000 for units and $165 sales charge, assuming a 5 1/2% sales charge times
the public offering price).

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

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

OTHER MATTERS

Legal Opinions. The legality of the Units offered hereby and certain
matters relating to federal tax law have been passed upon by Messrs. Battle
Fowler LLP, 75 East 55th Street, New York, New York 10022 as counsel for the
Sponsor. Messrs. Carter, Ledyard & Milburn, Two Wall Street, New York, New York
10005 have acted as counsel for the Trustee.

Independent Auditors. The Statement of Condition and Portfolio are
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

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176822.2

<PAGE>

I am the owner of ___________ units of Equity Securities Trust, Series ____
Signature Series, Reich & Tang Growth and Value Trust. I would like to learn
more about Short Term Income Fund, Inc., U.S. Government Portfolio including
charges and expenses. I understand that my request for more information about
this fund in no way obligates me to participate in the reinvestment option, and
that this request form is not an offer to sell. Please send me more information,
including a copy of the current prospectus of Short Term Income Fund, Inc., U.S.
Government Portfolio.

Date _____________________, 199___

___________________________________ _____________________________________
Registered Holder (Print) Registered Holder (Print)

___________________________________ _____________________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)

My Brokerage Firm's Name:

Street Address:

City, State & Zip

Broker's Name Broker's No.

MAIL TO

SHORT TERM INCOME FUND, INC.
600 Fifth Avenue
New York, New York 10020

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<PAGE>

No person is authorized to give any
information or to make any representations not
contained in Parts A and B of this Prospectus; and EST Signature Series
any information or representation not contained
herein must not be relied upon as havin _____________________
authorized by the Trust, the Trustee or the
Sponsors. The Trust is registered as a unit
investment Trust under Investment Company Act of REICH & TANG GROWTH AND VALUE
1940. Such registration does not imply that the TRUST
Trust or any of its Units have been guaranteed _____________________
sponsored, recommended or approved by the
United States or any state or any agency or
officer thereof. EQUITY SECURITIES TRUST
_________________________ SERIES 2
SIGNATURE SERIES
This Prospectus does not constitute an REICH & TANG GROWTH AND VALUE
offer to sell, or a solicitation of an offer TRUST
to buy, securities in any state to a person
to whom it is not lawful to make such offer
in such state. (Unit Investment Trust)

Table of Contents Prospectus

Title Page

PART A Dated: April 30, 1996

Summary of Essential Information...........A-6 Sponsor:
Information Regarding the Trust............A-7
Financial and Statistical Information......A-8
Reich & Tang Distributors L.P.
PART B 600 Fifth Avenue
New York, New York 10020
The Trust................................ 1 212-830-5200
Risk Considerations.................... 3
Public Offering.......................... 7
Rights of Certificateholders............ 10 Portfolio Consultant:
Tax Status................................ 11
Liquidity................................. 13 Reich & Tang Asset Management,
Total Reinvestment Plan................... 15 L.P.
Trust Administration...................... 16 600 Fifth Avenue
Trust Expenses and Charges................ 22 New York, NY 10020
Exchange Privilege and
Conversion Offer........................ 23 Trustee:
Other Matters............................. 26

The Chase Manhattan Bank, N.A.
Parts A and B of this Prospectus do not 770 Broadway
contain all of the information set forth in New York, NY 10003
the registration statement exhibits relating
thereto, filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities
Act of 1933, and the Investment Company Act of
1940, and to which reference is made.

176822.2